Form 8-K

8-K — IIOT-OXYS, Inc.

Accession: 0001683168-26-004311

Filed: 2026-05-27

Period: 2026-05-21

CIK: 0001290658

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — iiot_8k.htm (Primary)

EX-10.1 — EXTENSION TO CONVERTIBLE PROMISSORY NOTE (iiot_ex1001.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 21, 2026

IIOT-OXYS,

Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-50773

56-2415252

(State or Other Jurisdiction

(Commission File

(I.R.S. Employer

of Incorporation)

Number)

Identification Number)

705 Cambridge Street

Cambridge, MA 02141

(Address of principal executive offices, including zip code)

(401) 307-3092

(Registrant’s telephone number,

including area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

☐ . Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ . Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ . Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ . Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Promissory Note Extension

On July 29, 2020, IIOT-OXYS, Inc., a Nevada corporation

(the “Company”), issued to GHS Investments LLC (“GHS”) a Convertible Promissory Note in the original

principal amount of $75,000 (the “Note”). The Note was previously extended on multiple occasions, most recently pursuant

to Extension No. 6, dated October 29, 2025, which extended the maturity date of the Note to April 29, 2026.

On May 21, 2026, the Company entered into Extension

No. 7 to the Note (the "Extension") with GHS, pursuant to which the maturity date of the Note was extended to October

31, 2026 (the "Maturity Date"). In addition, all prior Events of Default (as defined in the Note), known or unknown to GHS,

were waived by GHS as of the effective date of the Extension.

The foregoing description of the Extension is

not complete and is qualified in its entirety by reference to the full text of that document. A copy of the Extension is filed as an exhibit

to this Form 8-K and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Extension No. 7 to Convertible Promissory Note, dated May 21, 2026, by and between IIOT-OXYS, Inc. and GHS Investments LLC

104

Cover Page Interactive Data File (formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of

the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

IIOT-OXYS, Inc.

Date: May 27, 2026

By:

/s/ Clifford L. Emmons

Clifford L. Emmons, Chief Executive Officer

EX-10.1 — EXTENSION TO CONVERTIBLE PROMISSORY NOTE

EX-10.1

Filename: iiot_ex1001.htm · Sequence: 2

Exhibit 10.1

Extension

No. 7 TO CONVERTIBLE PROMISSORY NOTE

This Extension No. 7 (this

“Extension”) to the Convertible Promissory Note, issued July 29, 2020 (the “Issuance Date”), as

amended, in the original principal amount of $75,000, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”),

on the one hand, and GHS Investments LLC, a Nevada limited liability company (the “Holder”), on the other hand. The

Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.”

Any capitalized terms not defined in this Extension will have the meaning set forth in the Convertible Promissory Note issued July 29,

2020, as amended, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.

RECITALS

WHEREAS, on July 29,

2020, the Borrower issued to the Holder the Note in the original principal amount of $75,000 (the “Principal Amount”);

WHEREAS, on April 29,

2021, the Borrower and the Holder entered into Extension No. 1 to the Convertible Promissory Note extending the maturity date to October

29, 2021;

WHEREAS, on November

4, 2021, the Borrower and the Holder entered into Extension No. 2 to the Convertible Promissory Note extending the maturity date to April

29, 2022;

WHEREAS, on April 29,

2022, the Borrower and the Holder entered into Extension No. 3 to the Convertible Promissory Note extending the maturity date to April

29, 2023;

WHEREAS, on May 1,

2023, the Borrower and the Holder entered into Extension No. 4 to the Convertible Promissory Note extending the maturity date to April

29, 2025;

WHEREAS, on May 14,

2025, the Borrower and the Holder entered into Extension No. 5 to the Convertible Promissory Note extending the maturity date to October

29, 2025;

WHEREAS, on October

29, 2025, the Borrower and the Holder entered into Extension No. 6 to the Convertible Promissory Note extending the maturity date to April

29, 2026; and

WHEREAS, the Parties

wish to amend the Note to extend the Maturity Date to October 31, 2026 (the “Maturity Date”).

THEREFORE, in consideration

of the foregoing recitals, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties agree as set forth below.

AGREEMENT

Extended Maturity Date. Pursuant to 4.3 of the Note, the definition of “Maturity Date” in the Note shall

be October 31, 2026.

Waiver of Prior Defaults. Upon entering into this Extension, the Holder hereby waives all Events of Default, known or

unknown to the Holder, by Borrower prior to the Effective Date.

No Other Changes. Except as extended hereby, the Note will continue to be, and will remain, in full force and effect.

Except as provided herein, this Extension will not be deemed (i) to be a waiver of, or consent to, or a modification or amendment of,

any other term or condition of the Note or (ii) to prejudice any right or rights which the Parties may now have or may have in the future

under or in connection with the Note or any of the instruments or agreements referred to therein, as the same may be amended, restated,

supplemented or otherwise modified from time to time.

Authority; Binding on Successors. The Parties represent that they each have the authority to enter into this Extension.

This Extension will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs, legal representatives,

successors, and assigns.

Governing Law and Venue. This Extension and the rights and duties of the Parties hereto will be construed and determined

in accordance with the terms of the Note.

Incorporation by Reference. The terms of the Note, except as amended by this Extension, are incorporated herein by reference

and will form a part of this Extension as if set forth herein in their entirety.

Counterparts; Facsimile Execution. This Extension may be executed in any number of counterparts and all such counterparts

taken together will be deemed to constitute one instrument. Delivery of an executed counterpart of this Extension by facsimile or email

will be equally as effective as delivery of a manually executed counterpart of this Extension.

IN WITNESS WHEREOF,

each of the undersigned has executed this Extension the respective day and year set forth below:

BORROWER:

IIOT-OXYS, Inc.

Date: May 21, 2026

/s/ Clifford L. Emmons

Clifford L. Emmons, CEO

HOLDER:

Date: May 21, 2026

/s/ Sarfraz Hajee

Sarfraz Hajee, Member

EXHIBIT A

Convertible Promissory Note issued July 29, 2020

[See Attached]

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