8-K: IIOT-OXYS, Inc. Amends Securities Purchase Agreement

IIOT-OXYS, Inc. has amended its Securities Purchase Agreement with GHS Investments, LLC, adding provisions for additional stock purchases and increasing the total authorized Series D Convertible Preferred Stock.

Summary

• IIOT-OXYS, Inc. entered into Amendment No. 1 to its Securities Purchase Agreement (SPA) with GHS Investments, LLC on June 12, 2026.
• This amendment adds a Second Additional Closing allowing GHS to purchase up to 37 shares of Series D Convertible Preferred Stock for $37,000, plus 3 incentive shares.
• It also adds a Third Additional Closing for up to 27 shares of Series D Convertible Preferred Stock for $27,000, plus 3 incentive shares.
• The total authorized issuance of Series D Convertible Preferred Stock under the SPA has been increased to 167 shares.
• On June 16, 2026, the company completed the Third Additional Closing, issuing 30 shares (27 purchased, 3 incentive) to GHS.
• The securities were sold under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, with GHS represented as an accredited investor.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative due to the continued reliance on preferred stock financing, which can lead to significant shareholder dilution, despite securing additional capital.

Positives

• Secured additional funding through the amendment of the SPA.
• Increased the total authorized Series D Convertible Preferred Stock to 167 shares, providing flexibility for future capital raises.
• Successfully completed a Third Additional Closing, receiving $27,000 in cash and issuing 30 shares of preferred stock.
• GHS Investments, LLC, a sophisticated investor, continues to participate in the financing.

Negatives

• The company continues to rely on preferred stock financing, which can dilute existing shareholders.
• The issuance of equity incentive shares dilutes existing shareholder value without direct cash inflow.
• The company is issuing convertible preferred stock, which, if converted, will increase the number of outstanding common shares.

Risks

• Potential for significant dilution of existing shareholders if the convertible preferred stock is converted.
• Continued reliance on equity financing may indicate challenges in generating sufficient operating cash flow.
• The terms of the convertible preferred stock, if not detailed, could lead to unfavorable conversion ratios or other shareholder-unfriendly provisions.

Future Outlook

The amendment allows for future closings at GHS's discretion, providing potential for further capital infusion. The completion of the Third Additional Closing on June 16, 2026, indicates ongoing engagement with GHS Investments.

Management Comments

• The company is continuing to execute its financing strategy by amending its agreement with GHS Investments, LLC.
• The issuance of preferred stock is a mechanism to secure necessary capital for operations and growth.

Industry Context

StockSavvy.ai notes that the continued reliance on preferred stock financing by IIOT-OXYS, Inc. is common among early-stage or growth-oriented companies in the technology sector that may not yet have consistent positive cash flows or access to traditional debt financing. This strategy allows for capital infusion but carries the risk of significant shareholder dilution.

Stakeholder Impact

• Shareholders: Potential for dilution of ownership and voting power due to the issuance of convertible preferred stock.
• Creditors: Continued financing through equity may indicate a reliance on external capital rather than operational profitability, which could indirectly affect creditor confidence.
• Management: The company's ability to secure financing through these agreements supports ongoing operations and strategic initiatives.

Next Steps

• Potential for further closings under the amended Securities Purchase Agreement at GHS's discretion.
• The company may continue to utilize the increased authorized shares of Series D Convertible Preferred Stock for future financing needs.

Key Dates

Recommendation

The company is securing necessary capital through equity financing, which is positive for ongoing operations. However, the reliance on preferred stock and the potential for significant dilution warrant a cautious 'hold' recommendation until there is clearer evidence of revenue growth and a path to profitability that mitigates dilution concerns.

Keywords

IIOT-OXYS, SEC Filing, 8-K, Securities Purchase Agreement, Preferred Stock, Convertible Preferred Stock, GHS Investments, Financing