IIOT-OXYS (ITOX) Expands Preferred Stock Deal with GHS Investments

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

IIOT-OXYS, Inc. (ITOX) signed Amendment No. 1 to its Securities Purchase Agreement with GHS Investments, LLC on June 12, 2026. The amendment adds two new optional purchase rounds — a "Second Additional Closing" for up to 37 shares at $37,000 and a "Third Additional Closing" for up to 27 shares at $27,000 — both of Series D Convertible Preferred Stock, at GHS's discretion. This raises the total authorized issuance under the agreement from 97 to 167 shares of Series D Convertible Preferred Stock.

IIOT-OXYS, Inc. (ITOX) has expanded a preferred stock financing deal with GHS Investments, LLC, according to an 8-K filing (a form companies use to report major news) filed with the SEC on June 18, 2026.

What Changed

The original Securities Purchase Agreement, signed March 6, 2026, allowed GHS to buy up to 97 shares of the company's Series D Convertible Preferred Stock (a class of ownership that can later be converted into common shares) across two purchase rounds. The amendment, dated effective June 12, 2026, adds two more optional purchase rounds:

Second Additional Closing: GHS may buy 37 shares of Preferred Stock for $37,000, plus 3 shares issued for free as an equity incentive (bonus shares), for a total delivery of 40 shares.
Third Additional Closing: GHS may buy 27 shares of Preferred Stock for $27,000, plus 3 shares as an equity incentive, for a total delivery of 30 shares.

Both new closings are entirely at GHS's discretion — meaning GHS can choose whether or not to go through with them.

Full Picture of the Deal

With the amendment in place, the agreement now covers up to four purchase rounds totaling up to 167 shares of Series D Convertible Preferred Stock, compared to the original cap of 97 shares. Each share is priced at $1,000. The aggregate potential cash investment across all four rounds is $152,000 ($43,000 + $45,000 + $37,000 + $27,000), with a total of 17 additional bonus (equity incentive) shares on top of that.

The amendment was signed by Clifford L. Emmons, CEO of IIOT-OXYS, and Sarfraz Hajee, a member of GHS Investments, LLC. All other terms of the original March 2026 agreement remain in effect, according to the filing.

Key facts

Amendment No. 1 to Securities Purchase Agreement signed June 12, 2026, filed June 18, 2026

Parties: IIOT-OXYS, Inc. (ITOX) and GHS Investments, LLC

Adds Second Additional Closing: 37 shares of Series D Convertible Preferred Stock at $37,000 plus 3 equity incentive shares

Adds Third Additional Closing: 27 shares of Series D Convertible Preferred Stock at $27,000 plus 3 equity incentive shares

Both new closings are at GHS Investments' discretion

Total authorized issuance increased from 97 to 167 shares of Series D Convertible Preferred Stock

Original Securities Purchase Agreement dated March 6, 2026

Signed by CEO Clifford L. Emmons (IIOT-OXYS) and Sarfraz Hajee (GHS Investments)

Why it matters

For retail investors in IIOT-OXYS, this amendment signals the company is continuing to raise capital through preferred stock sales to a single investor, GHS Investments. Convertible preferred stock can eventually be converted into common shares, which can dilute (reduce the ownership percentage of) existing common shareholders. The two new optional closings add up to $64,000 in potential additional investment, but since both are at GHS's sole discretion, the actual cash raised — and the resulting dilution — will depend on GHS's future decisions. The relatively small dollar amounts involved are notable for a micro-cap company.

Frequently asked

What did IIOT-OXYS (ITOX) announce in this filing?

IIOT-OXYS amended its preferred stock purchase agreement with GHS Investments to add two new optional purchase rounds, increasing the total number of Series D Convertible Preferred Stock shares that can be issued from 97 to 167.

How much money could IIOT-OXYS raise from the two new closings?

Up to $64,000 in total — $37,000 from the Second Additional Closing and $27,000 from the Third Additional Closing — plus a combined 6 bonus (equity incentive) shares at no additional cost to GHS.

Does GHS Investments have to go through with the new purchase rounds?

No. According to the filing, both the Second Additional Closing and the Third Additional Closing are entirely at GHS Investments' discretion.

What is Series D Convertible Preferred Stock?

It is a special class of IIOT-OXYS shares that GHS Investments is buying. 'Convertible' means these shares can later be converted into regular (common) shares of IIOT-OXYS.

What the filing reported

1.01 Entry into a Material Agreement

3.02 Other reported item

9.01 Financial Statements & Exhibits