IIOT-OXYS, Inc 8-K, filed Dec 3, 2025
IIOT-OXYS, Inc. (ITOX)
About this 8-K
IIOT-OXYS, Inc filed this 8-K on December 3, 2025, reporting on events of December 1, 2025.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission File | (I.R.S. Employer | ||
| of Incorporation) | Number) | Identification Number) |
|
|
| (Address of principal executive offices, including zip code) |
|
(Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 1, 2025, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement, as amended, with GHS Investments LLC (“GHS”) in the amount of up to $210,000 (the “SPA”). On December 1, 2025, the Company and GHS entered into Amendment No. 2 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 up to 259 shares and a fifth additional Closing was added in the amount of up to 34 shares of Series D Preferred Stock for a Purchase Price of up to $34,000.
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: December 3, 2025 | By: | /s/ Clifford L. Emmons |
| Clifford L. Emmons, Chief Executive Officer | ||
| 2 |