8-K: IIOT-OXYS Amends Financing Deal, Issues More Preferred Stock

IIOT-OXYS, Inc. has amended its securities purchase agreement with GHS Investments, LLC, authorizing the issuance of additional Series D Convertible Preferred Stock.

Summary

• IIOT-OXYS, Inc. entered into Amendment No. 2 to its Securities Purchase Agreement (SPA) with GHS Investments, LLC on August 6, 2026.
• This amendment allows GHS Investments to purchase up to 37 shares of Series D Convertible Preferred Stock for $37,000, with an additional 3 shares issued as an equity incentive, totaling 40 shares.
• The total authorized issuance of Series D Convertible Preferred Stock under the SPA has been increased to 207 shares.
• On August 7, 2026, the company issued 40 shares of Series D Convertible Preferred Stock to GHS Investments, comprising 37 purchased shares and 3 incentive shares.
• The issuance was made under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, with GHS Investments represented as an accredited investor.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative score due to the company's continued reliance on dilutive financing and the lack of operational updates.

Positives

• Secured additional funding through the issuance of preferred stock.
• The company is actively managing its financing arrangements to support operations and reporting requirements.

Negatives

• The company continues to rely on equity financing, which can be dilutive to existing shareholders.
• The issuance of convertible preferred stock may lead to future dilution upon conversion.
• No operational updates or financial performance metrics were provided in this filing.

Risks

• Potential for significant dilution of common stock upon conversion of preferred stock.
• Continued reliance on external financing may indicate underlying financial challenges.
• The terms of the convertible preferred stock, if not detailed, could pose future risks.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future financial performance. It primarily details an amendment to a financing agreement.

Management Comments

• The company is issuing these shares to fund the preparation of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and related operating expenses.

Industry Context

StockSavvy.ai notes that the continued reliance on preferred stock financing, especially convertible instruments, is a common strategy for early-stage or financially constrained companies seeking capital without immediate public market access. However, it often comes with significant dilution risks for existing shareholders.

Stakeholder Impact

• Shareholders may experience dilution due to the issuance of convertible preferred stock.
• Creditors and suppliers may be impacted by the company's continued reliance on financing rather than operational revenue generation.

Next Steps

• The company will use the funds to prepare its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and for related operating expenses.
• Further closings under the SPA remain at the purchaser's discretion.

Key Dates

Recommendation

StockSavvy.ai recommends a 'hold' rating. While the company has secured necessary financing for reporting and operations, the continued reliance on dilutive equity financing and the lack of operational progress are significant concerns. Investors should await further operational updates before considering a more positive stance.

Keywords

Securities Purchase Agreement, Convertible Preferred Stock, Financing Amendment, Equity Incentive, Accredited Investor, Regulation D, Form 8-K