Form 4: IIOT-OXYS, Inc. Insider Transaction Report

Clifford L. Emmons, CEO and Director of IIOT-OXYS, Inc., reported a series of transactions involving preferred stock conversions and exchanges.

Summary

• Clifford L. Emmons, CEO and Director of IIOT-OXYS, Inc., engaged in transactions on November 5, 2025.
• He exchanged $387,242 of accrued fees for 268.529 shares of Series E Convertible Preferred Stock.
• Concurrently, he canceled 7,800 shares of Series A Super-Voting Preferred Stock.
• The Series E Preferred Stock is convertible into common stock at a 1:100 ratio, subject to a 4.99% beneficial ownership limitation.
• The Series A Preferred Stock is also convertible into common stock at a 1:100 ratio.
• The filing also notes 76,000,000 shares of Common Stock issued upon conversion of Series C Preferred Stock, also subject to a 4.99% ownership limitation.
• Emmons directly beneficially owns 9,280,000 shares of Common Stock, separate from derivative securities.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily details an insider transaction to settle accrued fees rather than indicating significant operational changes or financial performance.

Positives

• The company addressed accrued fees owed to its CEO and Director, Clifford L. Emmons, through a debt exchange.
• This transaction converted $387,242 of accrued fees into Series E Convertible Preferred Stock, potentially strengthening the balance sheet by reducing debt.
• The cancellation of 7,800 shares of Series A Super-Voting Preferred Stock by Mr. Emmons could simplify the capital structure.

Negatives

• The transaction involves the issuance of preferred stock, which can dilute common shareholder value if converted.
• The beneficial ownership limitations (4.99%) on Series E and Series C Preferred Stock suggest potential complexities in future conversions and control.

Risks

• Potential dilution of common stock value upon conversion of preferred stock.
• Complexities arising from beneficial ownership limitations on certain classes of preferred stock.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. However, the conversion of preferred stock into common stock could impact future share counts and ownership structures.

Management Comments

• Clifford L. Emmons, CEO and Director, engaged in a debt exchange for preferred stock.
• The exchange involved $387,242 of accrued and unpaid fees for Series E Convertible Preferred Stock.
• Mr. Emmons also agreed to cancel 7,800 shares of Series A Preferred Stock.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving debt-for-equity swaps or preferred stock issuances, are common in the technology sector as companies manage capital structures and executive compensation. The specific details of the conversion ratios and ownership limitations are critical for understanding potential future dilution.

Corporate Governance

Related Party Transactions

• Clifford L. Emmons, CEO and Director, engaged in a Debt Exchange Agreement with the Company to exchange $387,242 of accrued and unpaid fees for Series E Convertible Preferred Stock.

Stakeholder Impact

• Shareholders: Potential for future dilution of common stock if preferred stock is converted, and potential impact on voting power due to ownership limitations.
• Management (Clifford L. Emmons): Received preferred stock in exchange for accrued fees, aligning his interests with the company's capital structure.
• Creditors: Reduction of accrued fees owed to management may be viewed positively as it reduces short-term liabilities.

Next Steps

• Monitoring the conversion of Series E Convertible Preferred Stock into common stock.
• Observing the impact of beneficial ownership limitations on future shareholding structures.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Beneficial Ownership, Preferred Stock, Convertible Stock, Debt Exchange, IIOT-OXYS, ITX, Clifford L. Emmons, Corporate Governance