ITOX.OTC.PinkIiot-oxys, INC

Form 4: IIOT-OXYS, Inc. Form 4 Filing

Sentiment:

Statement of Changes in Beneficial Ownership


Karen McNemar, former CFO of IIOT-OXYS, Inc., reports changes in beneficial ownership of company stock.

Summary

  • Karen McNemar, former CFO of IIOT-OXYS, Inc., has filed a Form 4 detailing changes in her beneficial ownership of company securities.
  • The filing indicates a transaction on November 5, 2025, where Ms. McNemar exchanged $323,269 of accrued fees for 269 shares of Series E Convertible Preferred Stock.
  • As part of this agreement, Ms. McNemar also canceled 6,045 shares of Series A Super-Voting Preferred Stock.
  • Following these transactions, Ms. McNemar directly beneficially owns 8,804,500 shares of Common Stock.
  • Additionally, she holds a significant amount of Series E Convertible Preferred Stock, convertible into Common Stock, subject to a 4.99% beneficial ownership limitation.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily details a past transaction settling executive compensation rather than providing new strategic or financial performance information.

Positives

  • The company has settled accrued fees owed to its former CFO, Karen McNemar, through an exchange for preferred stock.
  • Ms. McNemar has reduced her holdings of Series A Super-Voting Preferred Stock, which could simplify ownership structure.
  • The transaction on November 5, 2025, appears to be a resolution of outstanding financial obligations to a key former executive.

Negatives

  • The filing details a debt exchange, implying the company owed accrued fees to its former CFO.
  • The significant amount of Series E Convertible Preferred Stock held by Ms. McNemar, with a 4.99% beneficial ownership limitation, could represent future dilution or influence on share price upon conversion.

Risks

  • Potential future dilution of common stock if Series E Convertible Preferred Stock is converted, subject to a 4.99% beneficial ownership limitation.
  • The need to settle accrued fees suggests potential cash flow or financial management challenges for the company.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company. However, the conversion of Series E Preferred Stock is a potential future event.

Management Comments

  • Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares of Series E Preferred Stock.
  • Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her.
  • The Series E Convertible Preferred Stock is subject to a 4.99% beneficial ownership limitation.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for insider transactions. The settlement of executive compensation through equity, especially preferred stock, is a common practice in certain industries, particularly for companies undergoing financial restructuring or seeking to conserve cash.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Former CFOKaren McNemarTransaction details indicate she is a former CFO, but the exact date of departure is not specified in this filing.

Related Party Transactions

  • Exchange of $323,269 in accrued fees owed to former CFO Karen McNemar for 269 shares of Series E Preferred Stock.

Stakeholder Impact

  • Shareholders: Potential for future dilution if Series E Preferred Stock is converted, though limited by a 4.99% ownership cap.
  • Creditors: The settlement of accrued fees may indicate the company's efforts to manage its liabilities.

Next Steps

  • Potential conversion of Series E Convertible Preferred Stock by Karen McNemar, subject to ownership limitations.
  • Ongoing monitoring of IIOT-OXYS, Inc.'s financial health and operational performance.

Key Dates

DateDescription
11/09/2020Date exercisable for Series A Super-Voting Preferred Stock.
11/05/2025Closing date of the Debt Exchange Agreement (McNemar DEA) and transaction date for Series E Convertible Preferred Stock.
10/30/2025Date the Company entered into the Debt Exchange Agreement (McNemar DEA) with Karen McNemar.
04/14/2026Signature date of the Form 4 filing.

Keywords

Form 4, SEC Filing, Beneficial Ownership, Karen McNemar, IIOT-OXYS, Inc., ITOX, Preferred Stock, Common Stock, Debt Exchange, Former CFO

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