IIOT-OXYS, Inc. filed a Form 8-K on November 13, 2026, reporting three agreements executed on November 6, 2026: a debt-to-equity exchange with Scott Cox, a preferred stock exchange with Series C holders, and an eighth extension of a convertible promissory note held by GHS Investments, LLC.

Key Highlights

  • Cox debt extinguished: A $84,262.65 reimbursement obligation owed to Scott Cox was exchanged for 70.218875 shares of Series E Convertible Preferred Stock at $1,200 per share stated value.
  • Series C fully retired: All 57 outstanding shares of Series C Convertible Preferred Stock were surrendered by three holders in exchange for an aggregate of 63.67333333 shares of Series E Preferred Stock, using a negotiated exchange value of $76,408.00 as of September 30, 2026.
  • Total Series E issued: 133.89220833 shares of Series E Preferred Stock were issued on November 6, 2026, with no cash proceeds to the company.
  • Conversion exposure: The total Series E shares issued are convertible into approximately 321,341,300 shares of common stock, before applying beneficial ownership limitations and adjustments, at a conversion price of $0.0005 per share.
  • GHS Note extended: The maturity date of a $75,000 convertible promissory note originally issued July 29, 2020 to GHS Investments, LLC was extended from October 31, 2026 to April 30, 2027, marking the eighth extension of that note.
  • CEO involvement: Clifford L. Emmons, the company's Chief Executive Officer and a director, surrendered 20 shares of Series C Preferred Stock with an agreed exchange value of $28,150.32 and received 23.45860000 shares of Series E Preferred Stock.

IIOT-OXYS Restructures Preferred Stock and Extends GHS Note in November 2026 Transactions

According to the filing, IIOT-OXYS, Inc. entered into three agreements on November 6, 2026. Under the Cox Exchange Agreement, the company acknowledged that Cox had paid third-party service providers on the company's behalf during 2024 and 2025, primarily for accounting, audit, legal, and other professional services. The company disclosed that the resulting $84,262.65 reimbursement obligation "was an existing, bona fide obligation and not a new loan," bore no contractual interest, had no stated maturity, and was unsecured. Cox exchanged that obligation for 70.218875 shares of Series E Preferred Stock, fully satisfying and extinguishing the debt. Cox also released the company from related repayment claims, subject to limited exceptions described in the agreement.

Under the Series C Exchange Agreement, Clifford L. Emmons, Vivek Dave, and Giro Di Biase surrendered all 57 outstanding Series C shares and all accrued dividends, late fees, default charges, and related payment rights. In return, they received an aggregate of 63.67333333 shares of Series E Preferred Stock. The filing states that Dave surrendered 16 shares and received 17.87321667 Series E shares, and Di Biase surrendered 21 shares and received 22.34151667 Series E shares. The Series C Holders waived additional dividends and charges that would otherwise have accrued from September 30, 2026 through closing. Following the exchange, the filing notes that no shares of Series C Preferred Stock remain outstanding.

The Series E Preferred Stock, governed by a Certificate of Designation filed with the Nevada Secretary of State on October 30, 2025, carries a stated value of $1,200 per share and accrues cumulative dividends at 10% per year. It is convertible into common stock at $0.0005 per share, subject to a 4.99% beneficial ownership limitation. Regarding the GHS Note, the filing discloses that GHS waived all Events of Default occurring before October 31, 2026, whether known or unknown, and that no additional principal was advanced under the extension.

What Was Disclosed

The filing disclosed two preferred stock exchange agreements and one note extension, all effective November 6, 2026. No cash was paid in any transaction. The company issued a total of 133.89220833 Series E Preferred shares, convertible into approximately 321,341,300 common shares before limitations.