$ITOX·8-K

IIOT-OXYS, Inc. · Apr 20, 4:58 PM ET

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IIOT-OXYS, Inc. 8-K

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IIOT-OXYS Amends Series D Convertible Preferred Stock

What Happened IIOT-OXYS, Inc. (ITOX) announced an amendment to the Certificate of Designation for its Series D Convertible Preferred Stock. On April 16, 2026, the Board and the sole holder of the Series D approved Amendment No. 1, which replaces Section 3 of the original Certificate (filed March 17, 2025) and increases the number of designated Series D shares from 210 to up to 500.

Key Details

  • The designation of Series D Convertible Preferred Stock increases from 210 shares to up to 500 shares.
  • Par value remains $0.001 per share; stated value is $1,200 per share (subject to increase as provided in the amended Certificate).
  • Amendment was adopted and approved by the Board and the sole holder on April 16, 2026.
  • Further increases in the number of Series D shares require the written consent of all holders of the Series D preferred stock. A copy of the Amendment is filed as an exhibit to the 8-K.

Why It Matters This amendment changes the company’s capital structure by increasing the pool of Series D preferred shares that can be issued. For investors, that means a larger potential number of preferred shares that could be outstanding—something that can affect ownership percentages and potential dilution if those preferred shares are issued or converted into common stock. The stated value and any adjustment provisions are also relevant because they can affect the economic rights or conversion mechanics tied to these shares. The filing is a formal disclosure of the change; it does not itself issue new shares.

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