Form 8-K

8-K — IIOT-OXYS, Inc.

Accession: 0001683168-26-004963

Filed: 2026-06-18

Period: 2026-06-16

CIK: 0001290658

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — iiot_8k.htm (Primary)

EX-10.1 — AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (iiot_ex1001.htm)

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8-K — CURRENT REPORT

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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):

June 16, 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.

On June 12, 2026, IIOT-OXYS, Inc., a Nevada corporation

(the “Company”), entered into Amendment No. 1 to the Securities Purchase Agreement (“Amendment No. 1”)

with GHS Investments, LLC (“GHS”), amending that certain Securities Purchase Agreement dated March 6, 2026 (the “SPA”).

Amendment No. 1 amends the SPA to add (i) a Second Additional Closing pursuant to which GHS may purchase up to thirty-seven (37) shares

of Series D Convertible Preferred Stock (the “Preferred Stock”) for a purchase price of $37,000 ($1,000 per share)

plus three (3) additional shares of Preferred Stock issued as an equity incentive (for a total of forty (40) shares), and (ii) a Third

Additional Closing pursuant to which GHS may purchase up to twenty-seven (27) shares of Preferred Stock for a purchase price of $27,000

($1,000 per share) plus three (3) additional shares of Preferred Stock issued as an equity incentive (for a total of thirty (30) shares),

each at GHS’s discretion. Amendment No. 1 also amends the definition of “Preferred Stock” in the SPA to authorize issuance of

up to one hundred sixty-seven (167) shares of Series D Convertible Preferred Stock in the aggregate under the SPA, as amended. All other

material terms of the SPA remain unchanged.

On June 16, 2026, pursuant to the Third Additional

Closing under the SPA, as amended by Amendment No. 1, the Company issued thirty (30) shares of Series D Convertible Preferred Stock to

GHS, consisting of twenty-seven (27) shares purchased for $27,000 ($1,000 per share) and three (3) additional shares issued as an equity

incentive.

Item 3.02

Unregistered Sales of Equity Securities.

The information required by this Item 3.02 with

respect to the securities issued is incorporated by reference from the description set forth under Item 1.01 above.

The Preferred Stock was offered and sold in reliance

upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),

and Rule 506(b) of Regulation D promulgated thereunder. GHS represented to the Company that it is an “accredited investor”

as defined in Rule 501(a) of Regulation D under the Securities Act. The Company did not engage in any general solicitation or general

advertising in connection with the offering. The information required by Item 701 of Regulation S-K with respect to the securities sold

is incorporated by reference from the description set forth under Item 1.01 above.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amendment No. 1 to the Securities Purchase Agreement with GHS Investments, LLC dated June 12, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 18, 2026

By:

/s/ Clifford L. Emmons

Clifford L. Emmons, Chief Executive Officer

EX-10.1 — AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

EX-10.1

Filename: iiot_ex1001.htm · Sequence: 2

Exhibit 10.1

AMENDMENT

No. 1 TO SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 to that certain

Securities Purchase Agreement described below (this “Amendment”), dated effective June 12, 2026 (the “Effective

Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Company”), on the one hand, and GHS

Investments, LLC, a Nevada limited liability company (“GHS”), on the other hand. The Company and GHS will be referred

to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined

in this Amendment will have the meaning set forth in the Securities Purchase Agreement dated March 6, 2026 between the Company and GHS

(the “Agreement”), attached hereto as Exhibit A.

RECITALS

WHEREAS, the Company and

GHS have entered into the Agreement pursuant to which GHS agreed to purchase certain securities of the Company;

WHEREAS, pursuant to the

definition of “Closing” and Section 2.1 of the Agreement, the Agreement provides for (i) an Initial Closing for the purchase

of forty-three (43) shares of Preferred Stock for a Purchase Price of $43,000, plus four (4) shares of Preferred Stock as an Equity Incentive,

and (ii) one (1) Additional Closing for the purchase of forty-five (45) shares of Preferred Stock for a Purchase Price of $45,000, plus

five (5) shares of Preferred Stock as an Equity Incentive, for an aggregate authorized issuance of up to ninety-seven (97) shares of Preferred

Stock; and

WHEREAS, pursuant to Section

5.5 of the Agreement, the Parties wish to amend the definition of “Closing,” the definition of “Preferred Stock,”

and Section 2.1 of the Agreement to add a second additional closing (the “Second Additional Closing”) pursuant to which GHS

may purchase up to thirty seven (37) shares of Preferred Stock for a Purchase Price of $37,000 plus three (3) shares of Preferred Stock

as an Equity Incentive and add a third additional closing (the “Third Additional Closing”) pursuant to which GHS may purchase

up to twenty seven Preferred Shares for a Purchase Price of $27,000 plus three (3) shares of Preferred Stock as an Equity Incentive ,

each at GHS’s discretion.

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

Amendment to “Closing” Definition in the Agreement. As of the Effective Date, the definition of “Closing”

in the Agreement is hereby amended to read as follows:

“Closing”

means the closing(s) of the purchase and sale of the Securities pursuant to Section 2.1, which shall occur on each Closing Date. The Initial

Closing will be for the purchase of forty-three (43) Preferred Shares at the aggregate purchase price of $43,000, plus four (4) Preferred

Shares issued as an Equity Incentive, for a total delivery of forty-seven (47) Preferred Shares. There will be one (1) additional Closing

for forty-five (45) Preferred Shares at the purchase price of $45,000, plus five (5) Preferred Shares issued as an Equity Incentive, for

a total delivery of fifty (50) Preferred Shares, which shall occur upon the filing of the Company’s Annual Report on Form 10-K for the

period ended December 31, 2025 (“Additional Closing”), at the Investor’s discretion. There will also be a second additional

Closing (the “Second Additional Closing”) for thirty seven (37) Preferred Shares and three (3) Preferred Shares as an

Equity Incentive at the purchase price of $37,000, and a third additional closing (the “Third Additional Closing”)

for twenty seven (27) Preferred Shares and three (3) Preferred Shares as an Equity Incentive at the Purchase Price of $27,000, each at

the Investor’s discretion.

Amendment to “Preferred Stock” Definition in the Agreement. As of the Effective Date, the definition of

“Preferred Stock” in the Agreement is hereby amended to read as follows:

“Preferred Stock”

means up to one hundred and sixty-seven (167) shares of the Company’s Series D Convertible Preferred Stock issued hereunder having

the rights, preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit A hereto.

Amendment to Section 2.1 of the Agreement. As of the Effective Date, Section 2.1 of the Agreement is hereby amended

to read as follows:

2.1 Closings.

Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement

by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, forty-three (43) shares of Preferred Stock at

a price of $1,000 per share of Preferred Stock ($43,000 in total Purchase Price), plus four (4) shares of Preferred Stock as an Equity

Incentive (for a total of forty-seven (47) shares at the Initial Closing), one (1) additional Closing for forty-five (45) Preferred Shares

at the Purchase Price of $45,000, plus five (5) shares of Preferred Stock as an Equity Incentive (for a total of fifty (50) shares at

the Additional Closing), which Additional Closing shall, at the Investor’s discretion, occur upon the filing of the Company’s Annual Report

on Form 10-K for the period ended December 31, 2025, one (1) Second Additional Closing for thirty seven (37) Preferred Shares at the Purchase

Price of $37,000, plus three (3) shares of Preferred Stock as an Equity Incentive (for a total of forty (40) shares at the Second Additional

Closing); and one (1) Third Additional Closing for twenty seven (274) Preferred Shares at the Purchase Price of $27,000, plus three (3)

shares of Preferred Stock as an Equity Incentive (for a total of thirty (30) shares at the Third Additional Closing) (the shares purchased

for cash, the “Purchased Shares”). The Purchaser shall deliver to the Company, via wire transfer immediately available

funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser for each

Closing, and the Company shall deliver to the Purchaser the applicable number of shares of the Preferred Stock (including both Purchased

Shares and Equity Incentive shares, as applicable) as determined pursuant to Section 2.2(a). Upon satisfaction of the covenants and conditions

set forth in Sections 2.2 and 2.3, each Closing shall occur at the offices of Company Counsel or such other location as the parties shall

mutually agree.

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

Except as provided herein, this Amendment 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 Agreement 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 Agreement 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 Amendment.

This Amendment 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 Amendment and the rights and duties of the Parties hereto will be construed and determined

in accordance with the terms of the Agreement.

Incorporation by Reference. The terms of the Agreement, except as amended by this Amendment are incorporated herein

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

Counterparts; Facsimile Execution. This Amendment 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 Amendment by facsimile or email

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

[Signatures to Follow]

IN WITNESS WHEREOF, each

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

THE COMPANY:

IIOT-OXYS, Inc.

Date: June 12, 2026

/s/ Clifford L. Emmons

Clifford L. Emmons, CEO

GHS:

GHS Investments, LLC

Date: June 12, 2026

/s/ Sarfraz Hajee

Sarfraz Hajee, Member

EXHIBIT A

Securities Purchase Agreement dated March 6, 2026

[See Attached]

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