8-K: IIOT-OXYS Increases Series D Preferred Stock Capacity

IIOT-OXYS, Inc. has amended its Certificate of Designation to increase the authorized Series D Convertible Preferred Stock from 210 to 500 shares.

Summary

• The Board of Directors approved Amendment No. 1 to the Certificate of Designation for Series D Convertible Preferred Stock on April 16, 2026.
• The authorized number of Series D Preferred shares has been increased from 210 to 500.
• Each share maintains a par value of $0.001 and a stated value of $1,200.
• The amendment requires written consent from all holders of the Series D Preferred Stock for any future increases in the number of shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative update; while it provides financial flexibility, it also signals potential future dilution.

Positives

• Provides the company with increased flexibility to issue additional preferred equity for capital or strategic purposes.

Negatives

• Potential for future dilution of existing common shareholders if the Series D Preferred Stock is converted into common equity.

Risks

• The stated value of $1,200 per share is subject to potential increases as defined in the Certificate of Designation.
• Concentration of control or influence, as the amendment was approved by the sole holder of the Series D Preferred Stock.

Future Outlook

The company has expanded its capacity to issue preferred stock, which may be utilized for future financing or strategic initiatives, though no specific plans were disclosed in this filing.

Management Comments

• The Board of Directors and the sole holder of the Series D Preferred Stock have formally consented to the increase in authorized shares.

Industry Context

StockSavvy.ai notes that small-cap technology and industrial IoT firms frequently utilize preferred stock amendments to manage capital structures and facilitate private placements without immediate dilution of common equity.

Comparison to Industry Standards

• The use of convertible preferred stock with stated values is a standard mechanism for micro-cap companies to secure capital.
• The requirement for unanimous holder consent for further increases is a standard protective covenant for preferred shareholders.

Corporate Governance

Stakeholder Impact

• Existing shareholders may face potential dilution if the new preferred shares are converted.
• The sole holder of the Series D Preferred Stock maintains significant influence over the company's capital structure.

Next Steps

• Potential issuance of additional Series D Preferred Stock up to the new 500-share limit.

Key Dates

Keywords

IIOT-OXYS, Series D Preferred Stock, Corporate Governance, Capital Structure, Equity Amendment