IIOT-OXYS Reports Material Agreements, Equity Sales, and Officer Changes

TL;DR

IIOT-OXYS filed an 8-K detailing new deals, equity sales, and exec changes. Big moves happening.

AI Summary

IIOT-OXYS, Inc. filed an 8-K on November 10, 2025, reporting several key events as of November 5, 2025. These include entering into a material definitive agreement, terminating a material definitive agreement, unregistered sales of equity securities, and changes in control of the registrant. The filing also notes the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions including potential changes in control and equity transactions, which could impact the company's structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in control, which can introduce uncertainty and potential dilution.

Key Players & Entities

• IIOT-OXYS, Inc. (company) — Registrant
• November 5, 2025 (date) — Earliest event reported
• November 10, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Gotham Capital Holdings, Inc. (company) — Former company name
• Creative Beauty Supply of New Jersey CORP (company) — Former company name

FAQ

Key Financial Figures

• $387,242 — to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued and unpaid fees owed to him
• $216,156 — t to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid int
• $323,269 — the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her
• $522,195 — cured Holders exchanged an aggregate of $522,195 of principal and accrued and unpaid int
• $30,843 — owned by it to Aingura in exchange for $30,843 in fees owed to Aingura. Until the asse
• $4,166.66 — r. Emmons will receive a monthly fee of $4,166.66 payable in Series E Preferred Stock iss
• $9,985 — pany agreed to exchange an aggregate of $9,985 of unpaid consulting fees for an aggreg

Filing Documents

• iiot_8k.htm (8-K) — 41KB
• 0001683168-25-008133.txt ( ) — 199KB
• itox-20251105.xsd (EX-101.SCH) — 3KB
• itox-20251105_lab.xml (EX-101.LAB) — 33KB
• itox-20251105_pre.xml (EX-101.PRE) — 22KB
• iiot_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. GHS SPA On October 30, 2025, IIOT-OXYS, Inc., a Nevada corporation (the " Company "), entered into a Stock Purchase Agreement (the " SPA ") with GHS Investments, LLC, a Nevada limited liability company (" GHS "), pursuant to which, upon the occurrence of certain conditions, including defaults by the Company under its agreements with GHS and subsequent waivers and extensions thereof by GHS, the Company would issue to GHS 100 shares (the " GHS Shares ") of the Company's Series A Super=voting Preferred Stock (the " Series A Preferred Stock "). On November 5, 2025 (the " Closing " or, the " Closing Date "), the closing of the SPA occurred, and GHS was issued 100 shares of Series A Preferred Stock. Emmons Exchange Agreement On October 30, 2025, the Company entered into a Debt Exchange Agreement (the " Emmons DEA ") with Clifford L. Emmons, it's Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued and unpaid fees owed to him by the Company under various agreements for 268.529 shares (the " Emmons Shares ") of the Company's Series E Convertible Preferred Stock (the " Series E Preferred Stock "). In addition to the issuance of the Emmons Shares, Mr. Emmons agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025. Mitta Exchange Agreement On October 30, 2025, the Company entered into a Debt Exchange Agreement (the " Mitta DEA ") with Vidhyadhar Mitta, it's former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 (the " Mitta Note ") for 180 shares (the " Mitta Shares ") of Series E Preferred Stock. In addition to the issuance of the Emmons Shares, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred St

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. Upon Closing, the Mitta Note was cancelled and the Security Agreement effective as of August 2, 2019 between Mr. Mitta and the Company was terminated. Upon Closing, all previous agreements between Ms. McNemar and Mr. Emmons (besides the Consulting Agreement) and the Company were terminated. Ms. McNemar has also entered into a new consulting agreement with the Company. Upon Closing, the Senior Secured Notes were cancelled and the Security and Pledge Agreement dated January 22, 2018 between Mr. Gogin and the Company was terminated and the Security and Pledge Agreement dated March 6, 2019 between YVSGRAMORAH, LLC and the Company was terminated.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure in Item 1.01 Entry into a Material Definitive Agreement. herein is incorporated into this Item 3.02 Unregistered Sales of Equity Securities. The GHS Shares issued above were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of GHS. There were no sales commissions paid pursuant to this transaction. The Emmons Shares, the Mitta Shares, the McNemar Shares, and the Senior Secured Shares issued above were made in reliance upon the exemption from securities registration afforded by Section 3(a)(9) of the Securities Act. Contingent upon the Closing, on October 30, 2025, the Company entered into debt exchange agreements with two consultants pursuant to which the Company agreed to exchange an aggregate of $9,985 of unpaid consulting fees for an aggregate of 19,969,770 shares of the Company's Common Stock. The securities issued above were made in reliance upon the exemption from securities registration afforded by Section 3(a)(9) of the Securities Act. 3

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. The disclosure in Item 1.01 Entry into a Material Definitive Agreement. herein is incorporated into this Item 5.01 Changes in Control of Registrant. At Closing, all previously-issued shares of Series A Preferred Stock were terminated and, simultaneously, 100 shares of Series A Preferred Stock were issued to GHS. Each share of Series A Preferred Stock has voting rights equal to: [twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A Preferred Stock and any newly designated preferred stock issued and outstanding at the time of voting}] Divided by: [the number of shares of Series A Preferred Stock issued and outstanding at the time of voting] The shares of Series A Preferred Stock vote together with the Common Stock as a single class with respect to any and all matters presented to the holders of Common Stock for their action.

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. CFO Resignation Upon Closing, Karen McNemar resigned from all positions within the Company. Ms. McNemar did not resign as a result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company's operations, policies or practices. Director Resignation Upon Closing, Vidhyadhar Mitta resigned as a director of the Company. Mr. Mitta did not resign as a result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company's operations, policies or practices. Director Appointments Upon Closing, the Board of Directors was expanded to four members and Sarfraz Hajee, Mark Grober, and Matthew Schissler were appointed as directors. Besides the Closing, there are no arrangements or understandings between the new directors and any other persons pursuant to which the new directors were appointed as directors. Messrs. Hajee, Grober, and Schissler are each equity owners of GHS which has been issued shares of various series of preferred stock of the Company, including the GHS Shares. As has been disclosed above, through its ownership of all shares of Series A Preferred Stock issued and outstanding, GHS has voting control of the Company. GHS has also been issued the GHS Note, which is still outstanding as of the date hereof. 4

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 10, 2025 By: /s/ Clifford L. Emmons Clifford L. Emmons, Chief Executive Officer 5

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View this 8-K filing on SEC EDGAR