Welcome to our dedicated page for IIOT-OXYS SEC filings (Ticker: ITOX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
IIOT-OXYS, Inc. filings document the reporting obligations, capital structure, and material events of a Nevada technology company quoted under ITOX. The filing record includes Forms 8-K for securities purchase agreements, amendments to preferred-stock designations, promissory note extensions, and debt-exchange matters.
Company disclosures also cover Series D Convertible Preferred Stock, Series A Super-voting Preferred Stock, relationships with financing counterparties, and notifications of late Form 10-K or Form 10-Q filings tied to the completion of auditor review processes. These records provide formal detail on governance actions, financing instruments, and periodic-reporting status.
IIOT-OXYS, Inc. former CFO Karen McNemar restructured her preferred stock and debt position through non-market transactions. She canceled 6,045 shares of Series A Super-Voting Preferred Stock and exchanged $323,269 of accrued and unpaid fees for 269 shares of Series E Convertible Preferred Stock.
Each Series A share is voluntarily convertible into common stock at a 1:100 ratio, while each Series E share is convertible at $0.0005 per common share and is subject to a 4.99% beneficial ownership limitation. After these changes, she directly and beneficially owns 8,804,500 common shares, excluding any common shares issuable from the preferred stock.
IIOT-OXYS, Inc. filed a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K for the period ended December 31, 2025 will be late. The company states the delay is because it "has been unable to complete the review process with the auditor." The notification is signed by Clifford L. Emmons, Chief Executive Officer on March 31, 2026.
IIOT-OXYS, Inc. entered into a Securities Purchase Agreement with GHS Investments, LLC to sell up to 97 shares of Series D Convertible Preferred Stock for an aggregate purchase price of up to $88,000. GHS is owned by three of the company’s four directors.
On March 12, 2026, the company issued 47 shares of this Series D stock to GHS under the agreement. The securities were issued as a private placement under Section 4(a)(2) and Rule 506(b), with GHS qualifying as an accredited investor, and a finder’s fee of $1,760 was paid to J.H. Darbie & Co., Inc.
IIOT-OXYS, Inc. director Matthew Schissler filed an initial Form 3 showing indirect holdings in the company through GHS Investments LLC, of which he is a member. The filing lists 1,250,000 shares of common stock held indirectly by the LLC.
GHS Investments LLC also holds a convertible note that is convertible into 23,158,450 shares of common stock, Series A preferred stock convertible into 10,000 shares of common stock, Series B preferred stock convertible into 1,166,000,000 shares of common stock, and Series D preferred stock convertible into 525,000,000 shares of common stock. These securities are subject to a 4.99% beneficial ownership limitation, and the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.
IIOT-OXYS, Inc. director Mark Grober files an initial ownership report showing indirect holdings in the company through GHS Investments LLC. The filing lists 1,250,000 shares of common stock held indirectly, along with several convertible and preferred securities that can turn into additional common shares.
The indirect holdings include a convertible note tied to 23,158,450 shares of common stock, 10,000 shares of Series A Preferred Stock, 1,166,000,000 shares of Series B Preferred Stock, and 525,000,000 shares of Series D Preferred Stock. Many of these instruments are subject to a 4.99% beneficial ownership limitation and specified conversion formulas and pricing terms. The filing also notes that Grober became a director of IIOT-OXYS effective November 5, 2025, and that he disclaims beneficial ownership beyond his economic interest in GHS Investments LLC.
IIOT-OXYS, Inc. director Sarfraz Hajee filed an initial ownership report showing that GHS Investments LLC, an entity of which he is a member, holds various securities of the company. The filing reports indirect beneficial ownership through the LLC, with a disclaimer limiting his beneficial interest to his pecuniary stake.
The LLC holds 1,250,000 shares of Common Stock, a convertible note for 23,158,450 underlying common shares, and preferred stock series that are convertible into common stock, including Series A, B, and D Preferred Stock. These derivative holdings are subject to a 4.99% beneficial ownership limitation and remain convertible while outstanding.
The filing also notes that Hajee became a director effective November 5, 2025, and that the convertible note and preferred shares carry conversion mechanics tied to the company’s market trading prices over specified look-back periods.
IIOT-OXYS, Inc. continues to face significant financial strain as of September 30, 2025. The company reported no revenue for the quarter or the first nine months of 2025, compared with $2,500 of revenue in the same nine-month period of 2024. Net loss attributable to common stockholders was $408,889 for the quarter and $669,613 year-to-date, and the company has an accumulated deficit of $11,877,865.
Liquidity is very tight: cash and cash equivalents were only $278, while current liabilities totaled $3,190,356, resulting in a working capital deficit of about $3.19 million and a stockholders’ deficit of $4,015,852. Management discloses that these losses, the cash used in operations, and the deficit raise substantial doubt about the company’s ability to continue as a going concern.
The company is funding itself through high-cost instruments, including Series B, C and D convertible preferred stock with embedded derivatives and convertible notes totaling $393,942 of principal, all classified as current. For the nine months, operating cash outflow was $159,135, partly offset by $141,000 raised from preferred stock sales. A large overhang of potentially issuable shares from convertible securities adds significant dilution risk for common stockholders.
IIOT-OXYS, Inc. reported that on December 1, 2025 it amended its existing Securities Purchase Agreement with GHS Investments LLC for up to $210,000 of financing. Through Amendment No. 2, the company increased the maximum number of shares of its Series D Convertible Preferred Stock that may be issued to up to 259 shares and added a fifth additional closing. This new closing allows the sale of up to 34 shares of Series D Preferred Stock for a purchase price of up to $34,000, providing an additional small tranche of preferred equity capital under the agreement.
IIOT-OXYS, Inc. filed a Form 12b-25 (NT 10-Q) to notify a late filing for the quarter ended September 30, 2025. The company states it was unable to complete the review process with its auditor in time.
The notice references Rule 12b-25, which permits a brief extension for quarterly reports when timely filing would require unreasonable effort or expense. The notification was signed by CEO Clifford L. Emmons.
IIOT-OXYS reported a change in control and multiple debt-for-equity exchanges. The company issued 100 shares of Series A super-voting preferred stock to GHS Investments, giving GHS voting control. Concurrently, previously issued Series A preferred shares were terminated and the board was expanded to four members, with three GHS-affiliated directors appointed.
The company exchanged obligations into Series E preferred stock: $387,242 to its CEO for 268.529 Series E shares, $216,156 to a former director for 180 Series E shares, $323,269 to its former CFO for 269 Series E shares, and $522,195 to senior secured holders for 489 Series E shares, cancelling the related secured notes and security agreements. Two consultants agreed to exchange an aggregate of $9,985 of fees for 19,969,770 common shares. The CFO and a director resigned at closing, and consulting agreements were put in place. An asset transfer arrangement with Aingura IIoT includes escrowed Series E shares tied to a $30,843 fee.