10-K: IIOT-OXYS, Inc. Files Annual Report for FY 2025

IIOT-OXYS, Inc. has filed its Form 10-K for the fiscal year ended December 31, 2025, detailing its financial performance, operational status, and forward-looking strategies.

Summary

• IIOT-OXYS, Inc. reported zero revenue for the fiscal year ended December 31, 2025, compared to $2,500 in the prior year.
• Operating expenses for 2025 were $532,791, an increase from $428,274 in 2024.
• The company incurred a net loss attributable to common stockholders of $1,441,260 for 2025, a significant increase from a net loss of $764,655 in 2024.
• Cash and cash equivalents increased slightly to $26,342 as of December 31, 2025, from $23,593 at the end of 2024.
• The company experienced a change in control in management on October 30, 2025, with new board appointments and resignations of previous members.
• The company's ability to continue as a going concern is subject to substantial doubt due to recurring operating losses, a working capital deficit, and negative cash flows from operations.
• All three equity incentive plans (2017, 2019, and 2022) were terminated effective December 31, 2025.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to the complete absence of revenue, a significant increase in net loss, and substantial doubt about the company's ability to continue as a going concern, despite some strategic partnerships and market growth potential.

Positives

• The company secured $210,000 in financing through the sale of Series D Convertible Preferred Stock in 2025.
• Management is actively pursuing options including mergers or acquisitions to address funding challenges and enhance shareholder value.
• The company has developed valuable assets in its business development, particularly in the Smart Manufacturing and Structural Health Monitoring (SHM) verticals.
• A strategic partnership with Aingura IIoT, S.L. provides supplemental expertise and equipment, enhancing the company's ability to deliver value.

Negatives

• The company reported zero revenue for the fiscal year ended December 31, 2025, a decrease from $2,500 in the prior year.
• Net loss attributable to common stockholders increased to $1,441,260 in 2025 from $764,655 in 2024.
• Operating expenses increased to $532,791 in 2025 from $428,274 in 2024.
• The company has a working capital deficit of $2,309,032 as of December 31, 2025.
• The company's ability to continue as a going concern raises substantial doubt due to its financial condition.
• The company has a material weakness in internal control over financial reporting due to a lack of segregation of duties, governance/oversight, and internal control documentation.
• The company's DOT Bridge Monitoring Contract ended in December 2023, and the related monitoring program has been suspended with no foreseeable plans to restart.

Risks

• The company faces significant headwinds and has been unable to raise material funds for ongoing operations due to market conditions.
• Management is pursuing options including vetting suitable companies to merge with or acquire the company due to funding challenges.
• The company has a material weakness in internal control over financial reporting, which could impact financial statement reliability.
• The company's ability to continue as a going concern is subject to substantial doubt, and failure to obtain adequate capital could force it to cease operations.
• Cybersecurity threats pose a risk to customer data storage, potentially impacting public trust and leading to customer and revenue loss.
• The company's board of directors has no specific processes for monitoring cybersecurity, and no subcommittee is dedicated to this task.

Future Outlook

The company believes its future revenue growth depends on its ability to raise capital. The DOT Bridge Monitoring Contract has been suspended, impacting a potential revenue stream, though monitoring continues at the company's cost. The Smart Manufacturing vertical is seen as another potential revenue source, leveraging past POCs and customer endorsements. Management is pursuing options including mergers or acquisitions due to current funding challenges.

Management Comments

• Management continues to secure limited funding from our lead investor to pay for ongoing expenses and our leadership team is considering our options for both the short and long term.
• Given the current challenges in raising adequate funds, management is pursuing options including vetting suitable companies to merge with or acquire us.
• We believe we've created valuable assets from our business development in these industries, which are strong in both their size and growth.
• Under this new leadership the Company will have greater access to capital to secure additional assets for the Company, including potential synergistic mergers.
• We expect the net result will result in increased shareholder value.

Industry Context

StockSavvy.ai notes that the global smart manufacturing market was valued at $233.3 billion in 2024 and is projected to reach $479 billion by 2029, with a CAGR of 15.5%. The worldwide Structural Health Monitoring (SHM) industry was valued at $2.5 billion in 2024 and is expected to reach $4.1 billion by 2029, with a CAGR of 10.4%. IIOT-OXYS, Inc.'s focus on these sectors positions it within growing markets, but its current financial state presents significant challenges to capitalizing on these opportunities.

Management Changes

Corporate Governance

Legal Proceedings

• On August 19, 2024, the SEC entered a cease-and-desist order against directors Mark S. Grober, Sarfraz S. Hajee, and Matthew L. Schissler for causing violations of Section 15(a)(1) of the Securities Exchange Act of 1934 in connection with the operation of GHS as an unregistered securities dealer. The matter was resolved by settlement.

Related Party Transactions

• The company leases its office facility from two stockholders on a month-to-month basis at a monthly rent of $250.
• On October 30, 2025, the company issued 11,500,000 shares of its common stock to a vendor in settlement of past due rent of $5,750.
• On October 30, 2025, the company issued 8,469,770 shares of common stock to a consultant in settlement of accounts payable of $4,235.
• On October 30, 2025, Clifford L. Emmons exchanged $387,242 of accrued and unpaid fees for 268.529 shares of Series E Convertible Preferred Stock.
• On October 30, 2025, Karen McNemar exchanged $323,269 of accrued and unpaid fees for 269 shares of Series E Preferred Stock.
• On October 30, 2025, Vidhyadhar Mitta exchanged $216,156 of principal and accrued interest for 180 shares of Series E Preferred Stock.
• On October 30, 2025, Sergey Gogin and YVSGRAMORAH, LLC exchanged $522,195 of principal and accrued interest for 489 shares of Series E Preferred Stock.

Stakeholder Impact

• Shareholders face continued dilution and uncertainty regarding the company's going concern status and future viability.
• Employees (currently one full-time employee) may be impacted by the company's financial instability and potential cessation of operations.
• Creditors and noteholders have had debt converted to preferred stock, reflecting the company's efforts to manage its liabilities.
• New management appointed on November 5, 2025, may bring new strategies and potentially improve access to capital, benefiting stakeholders if successful.

Next Steps

• Management is pursuing options including vetting suitable companies to merge with or acquire the company.
• The company will continue to monitor its two sites at its cost to market its system and services to municipalities and other state DOTs.
• The company will continue to prospect DOT contacts in two other northeast states and pursue projects with local municipalities.
• The company will continue to pursue additional POCs for other discrete manufacturing processes.

Key Dates

Recommendation

Given the complete lack of revenue, significant increase in net loss, substantial doubt about the company's ability to continue as a going concern, and material weaknesses in internal controls, the outlook is extremely negative. The company's survival is highly dependent on securing additional capital, which is uncertain. Investors should consider divesting their holdings.

Keywords

IIOT-OXYS, Inc., 10-K Filing, Annual Report, Industrial Internet of Things, Edge Computing, AI, Machine Learning, Smart Manufacturing, Structural Health Monitoring, Financial Results, Net Loss, Going Concern, Capital Raise, Management Change