IIOT-OXYS, Inc. 8-K

What Happened

• IIOT-OXYS, Inc. (ITOX) filed an 8-K reporting Amendment No. 1 (dated June 12, 2026) to a Securities Purchase Agreement originally dated March 6, 2026 with GHS Investments, LLC (GHS). The amendment adds two optional additional closings under which GHS may purchase more Series D Convertible Preferred Stock.
• Pursuant to the amended agreement, on June 16, 2026 the company issued 30 shares of Series D Convertible Preferred Stock to GHS: 27 shares were purchased for $27,000 ($1,000 per share) and 3 shares were issued as an equity incentive.

Key Details

• Amendment No. 1 (June 12, 2026) adds:
  • A Second Additional Closing: up to 37 shares purchasable ($37,000) plus 3 incentive shares (total 40).
  • A Third Additional Closing: up to 27 shares purchasable ($27,000) plus 3 incentive shares (total 30).
• The SPA’s definition of “Preferred Stock” was amended to allow up to 167 shares of Series D Convertible Preferred Stock in aggregate under the agreement.
• On June 16, 2026 the Company completed the Third Additional Closing and issued 30 Series D shares to GHS (27 paid shares + 3 incentive shares).
• The filing includes disclosure of these unregistered sales (Item 3.02) and the amendment as an exhibit (Item 1.01).

Why It Matters

• The transaction raised $27,000 in cash for IIOT-OXYS and expanded the pool of potential Series D preferred shares to 167 under the SPA, enabling additional future closings at GHS’s discretion.
• Series D Convertible Preferred Stock can convert into common shares under its terms, so these issuances create the potential for future dilution of common shareholders if conversions occur.
• For retail investors, this is a financing/deal update rather than operating results; monitor future filings for conversion terms, further closings, or how the company uses the proceeds.