Emmons Clifford L 4

What Happened
Clifford L. Emmons, CEO and Director of IIOT-OXYS, exchanged $387,242 of accrued and unpaid fees for 268.529 shares of the company's Series E Convertible Preferred Stock and agreed to cancel 7,800 shares of Series A Supervoting Preferred Stock. The debt-for-equity exchange closed on November 5, 2025; the filing was submitted on April 14, 2026. The reported transactions are coded as “other acquisition or disposition” (code J) and are derivative in nature (no per-share market price reported).

Key Details

• Transaction date: November 5, 2025; Form 4 filed April 14, 2026 (late filing).
• Consideration: $387,242 of accrued fees exchanged for 268.529 shares of Series E Convertible Preferred Stock (Emmons Shares).
• Disposition: Cancellation of 7,800 shares of Series A Supervoting Preferred Stock owned by Mr. Emmons.
• Conversion/ownership notes from filing:
  • Series A Supervoting Preferred may convert to common at 1:100 (footnote).
  • Series E Convertible Preferred was issued to Mr. Emmons; filing notes conversion/exercise provisions but does not state a specific common-share conversion ratio.
  • A 4.99% beneficial ownership limitation applies to certain preferred securities.
• Reported existing holdings: the filing references 9,280,000 shares of common stock directly owned by Mr. Emmons (separate from convertible/derivative securities) and notes 76,000,000 common shares previously issued upon conversion of Series C Preferred Stock (subject to the 4.99% cap).

Context

• This was not an open-market purchase or sale of common stock but a debt-for-equity swap issuing preferred securities and cancelling previously held preferred shares. Such exchanges convert unpaid compensation or debt into equity-like instruments rather than signaling a market buy/sell of common shares.
• Filing was submitted several months after the November 2025 closing date; late reporting reduces timeliness for investors monitoring insider activity but the Form 4 does disclose the material terms of the exchange.