UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 1430, 2025

IIOT-OXYS, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-50773	56-2415252
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

705 Cambridge Street

Cambridge, MA 02141

(Address of principal executive offices, including zip code)

(401) 307-3092

(Registrant’s telephone number,

including area code)

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):

☐ . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ . Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On July 2930, ~~2020~~2025, stockholders of IIOT-OXYS, Inc., a Nevada corporation (the “Company”), ~~issued~~acted toby ~~GHS~~way ~~Investments~~of ~~LLC~~non-unanimous majority written consent action (~~“GHS”)~~in lieu of a ~~Convertible~~special meeting ~~Promissory~~of ~~Note~~stockholders) into approve an amendment to the ~~principal amount~~Company’s Articles of ~~$75,000~~Incorporation (to increase of the ~~“Note”).~~authorized ~~The~~shares of ~~Note~~Common ~~matured~~Stock onfrom ~~April~~3,000,000,000 29to 10,000,000,000, ~~2025~~par value $0.001 per share (the “~~Maturity Date~~Amendment”).

OnWe ~~May~~obtained ~~14, 2025,~~ the ~~Company~~approval ~~entered~~of ~~into an extension to~~ the ~~Note~~holders ~~pursuant~~of to19,821,343 shares ~~which~~of ~~the~~Common ~~Maturity~~Stock, ~~Date~~25,845 ~~for~~shares ~~the~~of ~~Note~~Series ~~was~~A ~~extended~~Preferred ~~until~~Stock ~~October~~(representing 2911,326,838,380 ~~2025. In addition~~votes), ~~all~~and ~~prior~~57 ~~Events~~shares of ~~Default~~Series C Preferred Stock (asrepresenting ~~defined~~28,259,133 invotes) or approximately 95.19% of the ~~Note)~~voting ~~were~~power ~~waived~~of byour ~~GHS~~stockholders.

The Amendment will be effective with the filing of the Certificate of Amendment with the Nevada Secretary of State’s office approximately (but not less than) 20 days after the definitive information statement is mailed to stockholders.

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.

	IIOT-OXYS, Inc.
Date: May 16, 2025	By:	/s/ Clifford L. Emmons
Date: August 1, 2025	By:	/s/ Clifford L. Emmons
		Clifford L. Emmons, Chief Executive Officer

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