UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission File | (I.R.S. Employer | ||
| of Incorporation) | Number) | Identification Number) |
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| (Address of principal executive offices, including zip code) |
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(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):
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 | N/A | 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) |
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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.
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IIOT-OXYS, Inc.
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| Date: May 27, 2026 | By: | /s/ Clifford L. Emmons |
| Clifford L. Emmons, Chief Executive Officer | ||
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