IIOT-OXYS, Inc 8-K, filed May 27, 2026
IIOT-OXYS, Inc. (ITOX)
About this 8-K
IIOT-OXYS, Inc filed this 8-K on May 27, 2026, reporting on events of May 21, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- 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
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| 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 original principal amount of $75,000 (the “Note”). The Note was previously extended on multiple occasions, most recently pursuant to Extension No. 6, dated October 29, 2025, which extended the maturity date of the Note to April 29, 2026.
On May 21, 2026, the Company entered into Extension No. 7 to the Note (the "Extension") with GHS, pursuant to which the maturity date of the Note was extended to October 31, 2026 (the "Maturity Date"). In addition, all prior Events of Default (as defined in the Note), known or unknown to GHS, were waived by GHS as of the effective date of the Extension.
The foregoing description of the Extension is not complete and is qualified in its entirety by reference to the full text of that document. A copy of the Extension 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 | |
| 10.1 | Extension No. 7 to Convertible Promissory Note, dated May 21, 2026, by and between IIOT-OXYS, Inc. and GHS Investments LLC | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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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: May 27, 2026 | By: | /s/ Clifford L. Emmons |
| Clifford L. Emmons, Chief Executive Officer | ||
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Exhibit 10.1
Extension No. 7 TO CONVERTIBLE PROMISSORY NOTE
This Extension No. 7 (this “Extension”) to the Convertible Promissory Note, issued July 29, 2020 (the “Issuance Date”), as amended, in the original principal amount of $75,000, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and GHS Investments LLC, a Nevada limited liability company (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Convertible Promissory Note issued July 29, 2020, as amended, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.
RECITALS
WHEREAS, on July 29, 2020, the Borrower issued to the Holder the Note in the original principal amount of $75,000 (the “Principal Amount”);
WHEREAS, on April 29, 2021, the Borrower and the Holder entered into Extension No. 1 to the Convertible Promissory Note extending the maturity date to October 29, 2021;
WHEREAS, on November 4, 2021, the Borrower and the Holder entered into Extension No. 2 to the Convertible Promissory Note extending the maturity date to April 29, 2022;
WHEREAS, on April 29, 2022, the Borrower and the Holder entered into Extension No. 3 to the Convertible Promissory Note extending the maturity date to April 29, 2023;
WHEREAS, on May 1, 2023, the Borrower and the Holder entered into Extension No. 4 to the Convertible Promissory Note extending the maturity date to April 29, 2025;
WHEREAS, on May 14, 2025, the Borrower and the Holder entered into Extension No. 5 to the Convertible Promissory Note extending the maturity date to October 29, 2025;
WHEREAS, on October 29, 2025, the Borrower and the Holder entered into Extension No. 6 to the Convertible Promissory Note extending the maturity date to April 29, 2026; and
WHEREAS, the Parties wish to amend the Note to extend the Maturity Date to October 31, 2026 (the “Maturity Date”).
THEREFORE, in consideration of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as set forth below.
AGREEMENT
1. Extended Maturity Date. Pursuant to 4.3 of the Note, the definition of “Maturity Date” in the Note shall be October 31, 2026.
2. Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or unknown to the Holder, by Borrower prior to the Effective Date.
3. No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect. Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
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4. Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension. This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives, successors, and assigns.
5. Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined in accordance with the terms of the Note.
6. Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference and will form a part of this Extension as if set forth herein in their entirety.
7.
Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts
taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email
will be equally as effective as delivery of a manually executed counterpart of this Extension.
IN WITNESS WHEREOF, each of the undersigned has executed this Extension the respective day and year set forth below:
| BORROWER: | IIOT-OXYS, Inc. | |
| Date: May 21, 2026 | By | /s/ Clifford L. Emmons |
| Clifford L. Emmons, CEO | ||
| HOLDER: | ||
| Date: May 21, 2026 | By | /s/ Sarfraz Hajee |
| Sarfraz Hajee, Member | ||
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EXHIBIT A
Convertible Promissory Note issued July 29, 2020
[See Attached]
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