IIOT-OXYS, Inc. Files 8-K on Material Agreement

TL;DR

IIOT-OXYS filed an 8-K on Oct 29, 2025, reporting a material agreement and other corporate changes.

AI Summary

IIOT-OXYS, Inc. filed an 8-K on November 4, 2025, reporting on events that occurred on October 29, 2025. The filing indicates a material definitive agreement was entered into, and also covers amendments to articles of incorporation or bylaws and financial statements/exhibits. The company, formerly known as Gotham Capital Holdings, Inc. and Creative Beauty Supply of New Jersey CORP, is incorporated in Nevada and headquartered in Cambridge, MA.

Why It Matters

This 8-K filing signals significant corporate activity, including a material definitive agreement, which could impact the company's operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which can introduce new risks or opportunities, and also mentions amendments to governing documents and financial statements, suggesting potential shifts in the company's structure or performance.

Key Players & Entities

• IIOT-OXYS, Inc. (company) — Registrant
• October 29, 2025 (date) — Date of earliest event reported
• November 4, 2025 (date) — Filing date
• Gotham Capital Holdings, Inc. (company) — Former company name
• Creative Beauty Supply of New Jersey CORP (company) — Former company name
• Nevada (jurisdiction) — State of incorporation
• 705 Cambridge Street Cambridge, MA 02141 (address) — Principal executive offices

FAQ

Key Financial Figures

• $75,000 — missory Note in the principal amount of $75,000 (the "Note "). The Note matured on Octo
• $210,000 — reement with GHS in the amount of up to $210,000 (the " SPA "). On October 29, 2025, the
• $35,000 — red Stock for a Purchase Price of up to $35,000. Item 5.03 Amendments to Articles of
• $1,200 — etermined by dividing the Stated Value ($1,200) by the Conversion Price ($0.0005, subj
• $0 — Value ($1,200) by the Conversion Price ($0.0005, subject to adjustments as set for

Filing Documents

• iiot_8k.htm (8-K) — 29KB
• iiot_ex0301.htm (EX-3.1) — 140KB
• image_001.jpg (GRAPHIC) — 18KB
• 0001683168-25-007948.txt ( ) — 387KB
• itox-20251029.xsd (EX-101.SCH) — 3KB
• itox-20251029_lab.xml (EX-101.LAB) — 33KB
• itox-20251029_pre.xml (EX-101.PRE) — 22KB
• iiot_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Promissory Note Extension On July 29, 2020, IIOT-OXYS, Inc., a Nevada corporation (the " Company "), issued to GHS Investments LLC (" GHS ") a Convertible Promissory Note in the principal amount of $75,000 (the "Note "). The Note matured on October 29, 2025 (the " Maturity Date "). On October 29, 2025, the Company entered into an extension to the Note pursuant to which the Maturity Date for the Note was extended until April 29, 2026. In addition, all prior Events of Default (as defined in the Note) were waived by GHS. Amended Securities Purchase Agreement On March 21, 2025, the Company entered into a Securities Purchase Agreement with GHS in the amount of up to $210,000 (the " SPA "). On October 29, 2025, the Company and GHS entered into Amendment No. 1 to the SPA pursuant to which the aggregate number of shares of Series D Convertible Preferred Stock (the " Series D Preferred Stock ") could be issued was increased to 225 shares and the fourth additional Closing was increased to up to 35 shares of Series D Preferred Stock for a Purchase Price of up to $35,000.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws. On October 30, 2025, the Company designated a new class of Series E Convertible Preferred Stock (the " Series E Preferred Stock ") consisting of 3,000 shares and having the rights and features described below. The material features of the Series E Preferred Stock, as set forth in the COD, include the following: into shares of Common Stock (subject to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value ($1,200) by the Conversion Price ($0.0005, subject to adjustments as set forth in the COD). Stock on an as converted basis. Each share of Series E Preferred Stock is entitled to receive cumulative dividends of 10% per annum, payable quarterly, beginning on the issue date while the Series E Preferred Stock is outstanding. Dividends may be paid in cash or in shares of Series E Preferred Stock, at the Company's discretion. The Company has the right to redeem all (but not less than all) shares of the Series E Preferred Stock issued and outstanding at any time upon three business days' notice at a redemption price per Series E Preferred Stock equal to the product of (i) the 1.10 multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the holder. The foregoing description of the COD is not complete and is qualified in its entirety by reference to the full text of that document. A copy of the COD is filed as an exhibit to this Form 8-K and incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Designation for Series D Convertible Preferred Stock 104 Cover Page Interactive Data File (formatted in Inline XBRL) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IIOT-OXYS, Inc. Date: November 4, 2025 By: /s/ Clifford L. Emmons Clifford L. Emmons, Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR