UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 000-50773
(Check One):
| ☐ |
Form 10-K |
☐ |
Form 11-K |
☐ |
Form 20-F |
☒ |
Form 10-Q |
☐ |
Form
N-CSR |
For Period Ended: September 30, 2025
| ☐ Transition Report on Form 10-K |
☐ Transition Report on Form 10-Q |
| ☐ Transition Report on Form 20-F |
☐ Transition Report on Form N-SAR |
| ☐ Transition Report on Form 11-K |
|
For the Transition Period Ended: _______________________________________
Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| Full Name of Registrant |
IIOT-OXYS, Inc. |
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| Former Name if Applicable |
Gotham Capital Holdings, Inc. |
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| Address of principal executive office |
705 Cambridge Street |
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| City, State and Zip Code |
Cambridge, MA 02141 |
PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| ☒ |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject ☐ quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and |
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(c) |
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
The Company has been unable to complete the review
process with the auditor.
PART IV - OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification: |
| Clifford L. Emmons |
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(401) |
|
307-3092 |
| (Name) |
|
(Area Code) |
|
(Telephone No.) |
| (2) |
Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s). |
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☒ Yes ☐ No |
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| (3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
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☐ Yes ☒ No |
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|
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If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
IIOT-OXYS, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
| Date: November 14, 2025 |
By /s/ Clifford L. Emmons |
| |
Clifford L. Emmons,
Chief Executive Officer |
