IIOT-OXYS, Inc 8-K, filed Apr 20, 2026
IIOT-OXYS, Inc. (ITOX)
About this 8-K
IIOT-OXYS, Inc filed this 8-K on April 20, 2026, reporting on events of April 16, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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):
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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:
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Indicate by check mark whether the registrant is an emerging growth
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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 5.03 | Amendments to Articles of Incorporation or Bylaws. |
Amendment No. 1 to Certificate of Designation for Series D Convertible Preferred Stock
On April 16, 2026, the Board of Directors of IIOT-OXYS, Inc., a Nevada corporation (the “Company”), adopted resolutions approving Amendment No. 1 (the “Amendment”) to the Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock of the Company (the "Original Certificate of Designations"), filed on March 17, 2025. The sole Holder of the Series D Convertible Preferred Stock (the "Series D Preferred Stock") also approved the Amendment as of April 16, 2026.
The Amendment revises Section 3 ("Designation, Amount and Par Value") of the Original Certificate of Designations in its entirety. As amended, the number of shares of Series D Convertible Preferred Stock designated is increased from 210 to up to five hundred (500) shares (which shall not be subject to increase without the written consent of all of the Holders of the Series D Preferred Stock). Each share of Series D Preferred Stock continues to have a par value of $0.001 per share and a stated value of $1,200, subject to increase as set forth in Section 3 and/or elsewhere in the Certificate of Designation, as amended.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment. A copy of the Amendment is filed as an exhibit to this Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
| 2 |
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.
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IIOT-OXYS, Inc.
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| Date: April 20, 2026 | By: | /s/ Clifford L. Emmons |
| Clifford L. Emmons, Chief Executive Officer | ||
| 3 |
Exhibit 3.1
AMENDMENT NO. 1 TO THE
CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES D CONVERTIBLE PREFERRED STOCK OF
IIOT-OXYS, INC.
Pursuant to Sections 78.1955(3) and 78.1955(4) of the Nevada Revised Statutes
The undersigned, Clifford L. Emmons, hereby certifies that:
I. He is the duly elected and acting Chief Executive Officer of IIOT-OXYS, Inc., a Nevada corporation (the “Corporation”).
II. On March 17, 2025, the Corporation filed the original Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock of the Corporation (the “Original Certificate of Designations”) for the Series D Convertible Preferred Stock (the “Series D Preferred Stock”).
III. The following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) on April 16, 2026 pursuant to the Articles of Incorporation, as amended, and in accordance with the provisions of the Nevada Revised Statutes. The sole Holder of the Series D Preferred Stock has also approved this Amendment as of April 16, 2026.
RESOLUTIONS
WHEREAS, pursuant to the Corporation’s Articles of Incorporation (as amended), the Corporation’s Board of Directors (the “Board”) is authorized to issue, by resolution and without any action by the Corporation’s shareholders (except as otherwise required by the terms of any outstanding series of preferred stock), up to Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), in one or more series, and the Board may establish the designations, dividend rights, dividend rate, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and all other preferences and rights of any series of Preferred Stock;
WHEREAS, 210 shares of Series D Preferred Stock are currently issued and outstanding; and
WHEREAS, it is the desire of the Board, pursuant to its authority as aforesaid, and with the written consent of the sole Holder of the Series D Preferred Stock, to amend the Original Certificate of Designations as set forth herein:
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby amends the Original Certificate of Designations as follows:
1. The definition of "Designation, Amount and Par Value" in Section 3 of the Original Certificate of Designations is revised in its entirety to read as follows:1
"Designation, Amount and Par Value" The series of preferred stock shall be designated as Series D Convertible Preferred Stock and the number of shares so designated shall be up to five hundred (500) (which shall not be subject to increase without the written consent of all of the Holders of the Preferred Stock). Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to increase set forth in Section 3 and/or elsewhere in this Certificate of Designation.
[Signature Page Follows]
| 1 |
IN WITNESS WHEREOF, IIOT-OXYS, Inc. has caused this Amendment to be signed by Clifford L. Emmons, its Chief Executive Officer, this 16th day of April, 2026.
| IIOT-OXYS, INC. | ||
| By: | /s/ Clifford L. Emmons | |
| Name: | Clifford L. Emmons | |
| Title: | Chief Executive Officer | |
| 2 |