IIOT-OXYS, Inc. 8-K

What Happened
IIOT-OXYS, Inc. announced on March 6, 2026 that it entered a Securities Purchase Agreement (SPA) with GHS Investments, LLC for the sale of up to 97 shares of Series D Convertible Preferred Stock for up to $88,000. GHS is owned by three of the company’s four directors (Sarfaz Hajee, Mark Grober, and Matthew Schissler), making this a related-party financing. An initial closing was completed (reported March 12, 2026) for 47 shares: 43 sold for $43,000 ($1,000 per share) and 4 issued as equity incentives. An additional closing of up to 50 shares (45 sold for $45,000 and 5 incentive shares) is at GHS’s discretion upon the Company filing its 2025 Form 10-K.

Key Details

• Purchase amount: up to 97 Series D Preferred shares for an aggregate purchase price up to $88,000.
• Initial closing (March 12, 2026): 47 shares issued (43 sold for $43,000; 4 issued as equity incentives).
• Additional closing: up to 50 shares (45 for $45,000 and 5 incentive shares) contingent on filing 2025 Form 10-K.
• Conversion/terms protections: Qualified underwritten financing ≥ $1,000,000 within 12 months allows GHS to convert at a 30% discount; participation rights permit up to 100% participation in future financings; most-favored-nations clause permits exchange or adoption of more favorable later financing terms.
• Protective/default remedies: events of default trigger immediate redemption of outstanding Preferred at 135% of stated value plus accrued amounts.
• Share reservation and fee: Company reserved 150,000,000 common shares for conversion (with a requirement to maintain 2x coverage for GHS-held Preferred); a 2% finder's fee ($1,760) was paid to J.H. Darbie & Co., Inc. for the initial closing.

Why It Matters
This is a small, related-party financing that provides the company with immediate liquidity ($43,000 received at initial close) and a potential additional $45,000 if GHS elects the second closing after the 2025 Form 10-K is filed. The deal gives GHS significant rights (conversion discounts, participation rights, most-favored terms) and the company reserved a large number of common shares for potential conversion, which could dilute common shareholders if conversions occur. Investors should note the related-party nature of the transaction, the conversion and protection mechanics (including the 135% redemption on default), and the potential for future dilution tied to future financings.