Werbe
5月前
Supplemental posted on OTCM showing deal closing and termination/consulting agreement. L2 shows this can move fast when they let it.
GHS Investments, LLC acquired control from:
Clifford Emmons: agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025. Karen McNemar: agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025. Vidhyadhar Mitta: agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025.
Emmons Exchange Agreement
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Emmons DEA”) with Clifford L. Emmons, it’s Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued and unpaid fees owed to him by the Company under various agreements for 268.529 shares (the “Emmons Shares”) of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”). In addition to the issuance of the Emmons Shares, Mr. Emmons agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025.
Mitta Exchange Agreement
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Mitta DEA”) with Vidhyadhar Mitta, it’s former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 (the “Mitta Note”) for 180 shares (the “Mitta Shares”) of Series E Preferred Stock. In addition to the issuance of the Emmons Shares, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025.
McNemar Exchange Agreement
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “McNemar DEA”) with Karen McNemar, it’s former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares (the “McNemar Shares”) of Series E Preferred Stock. In addition to the issuance of the McNemar Shares, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025.
Gogin/YVSGRAMORAH Exchange Agreements
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Senior Secured DEA”) with Sergey Gogin and YVSGRAMORAH, LLC, an entity controlled by Mr. Gogin (the “Senior Secured Holders”). Pursuant to the Senior Secured DEA, the Senior Secured Holders exchanged an aggregate of $522,195 of principal and accrued and unpaid interest owed to the Senior Secured Holders by the Company under the Senior Secured Convertible Note issued to Mr. Gogin on January 22, 2018 (the “Gogin Note”) and the Senior Secured Convertible Note issued to YSVGRAMORAH, LLC on March 6, 2019 (the “YVS Note,” together, with the Gogin Note, the “Senior Secured Notes”) for an aggregate of 489 shares (the “Senior Secured Shares”) of Series E Preferred Stock. The closing of the Senior Secured DEA occurred on November 5, 2025.
Emmons Consulting Agreement
Contingent upon the Closing, on October 30, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Emmons pursuant to which Mr. Emmons will receive a monthly fee of $4,166.66 payable in Series E Preferred Stock issuable no later than 15 days following the end of the month. The term of the Consulting Agreement is three months which is automatically renewable upon the consent of the parties for additional one-month terms.
Terminations of Agreements
Upon Closing, the Mitta Note was cancelled and the Security Agreement effective as of August 2, 2019 between Mr. Mitta and the Company was terminated. Upon Closing, all previous agreements between Ms. McNemar and Mr. Emmons (besides the Consulting Agreement) and the Company were terminated. Ms. McNemar has also entered into a new consulting agreement with the Company. Upon Closing, the Senior Secured Notes were cancelled and the Security and Pledge Agreement dated January 22, 2018 between Mr. Gogin and the Company was terminated and the Security and Pledge Agreement dated March 6, 2019 between YVSGRAMORAH, LLC and the Company was terminated.
https://www.otcmarkets.com/file/company/financial-report/523092/content
Werbe
6月前
I cannot speak for the history to well here besides what I read since I grabbed in first last week. I will try and answer the Questions to the best of my knowledge.
Most of the answers will be from most recent quarter/annual.
🔹 What is the core business and current status of ITOX?
IIOT-OXYS, Inc., a Nevada corporation (the “Company”), and OXYS, were originally established for the purposes of designing, building, testing, and selling Edge Computing systems for the Industrial Internet. Both companies were early-stage technology startups that are largely pre-revenue in their development phase. HereLab (an entity immaterial to our operations) is also an early-stage technology development company.
We develop hardware, software and algorithms that monitor, measure and predict conditions for energy, structural, agricultural and medical applications. We use domain-specific Artificial Intelligence to solve industrial and environmental challenges. Our engineered solutions focus on common sense approaches to machine learning, algorithm development and hardware and software products.
We use off-the-shelf components, with reconfigurable hardware architecture that adapts to a wide range of customer needs and applications. We use open-source software tools, while still creating proprietary content for customers, thereby reducing software development time and cost. The software works with the hardware to collect data from the equipment or structure that is being monitored.
We focus on developing insights. We develop algorithms that help our customers create insights from vast data streams. The data collected is analyzed and reports are created for the customer. From these insights, the customer can act to improve their process, product or structure.
Shows last two years as blank on revenues/cost of sales and expenses went to payroll/legal fees, nothing on product etc.
🔹 Are there any real assets, technology, or ongoing operations?
On paper they claim 500k in assets but I believe its just algorithms or software. Someone here longer I am sure could answer this. Ongoing it looks like they were barely scraping by imo
🔹 What are the key risks (dilution, debt, control, filings)?
GHS owns control, they did give out a lot of convertible preferred as part of the deal to past board members. Also. I am still unclear if past CEO is just a consultant now or is still retaining CEO position because in recent filing it says he is staying on as CEO but then it says he has terminated all positions besides consulting agreement.
Much of the debt were exchanged for Preferred E, which like I said above, could be converted @ any time. It would be some massive dilution if they wanted to all exchange but they would be capped @ 4.99% and other limits.
They are yield from no verified profile, so that should change when whatever happens here can update OTCM.
🔹 Are there any credible catalysts that could change the story?
Contingent upon the Closing, on October 29, 2025, the Company entered into an Asset Transfer Agreement (the “Transfer Agreement”) with Aingura IIoT, S.L., a company incorporated under the laws of Spain (“Aingura”). Pursuant to the Transfer Agreement, upon the Closing and a transaction pursuant to which the Company acquires assets or an acquisition of an operating entity, the Company will transfer certain assets owned by it to Aingura in exchange for $30,843 in fees owed to Aingura. Until the asset transfer occurs, the Company is required to have $30,843 of Series E Preferred Stock held in escrow in favor of Aingura (the “Escrow Shares”). Once the asset transfer occurs, the shares held in escrow will be returned to the Company. In the event that the asset transfer does not occur within three months of the date of the Transfer Agreement, the Company will issue the Escrow Shares to Aingura in full satisfaction of the fees owed to Aingura by the Company.
This above with GHS taking control would make me think something serious is coming here and wanted real money in place to facilitate merger.
🔹 From a structure and filings perspective, what should be closely monitored?
From USA side, I would check SEC for any 8ks and OTCM for verified profile being updated and any other disclosures. Also check Nevada SOS for any submissions on IIOT-OXYS, Inc.
From Spain's side, I am not sure what regulatory control they have. I will try and do some research when I get some more time.
Werbe
6月前
https://www.otcmarkets.com/filing/html?id=18992961&guid=Lp8-kWjo5tACJth
NOTE 9 – SUBSEQUENT EVENTS
On October 29, 2025, the Company entered into an extension to the Note G pursuant to which the Maturity Date for the Note G was extended until April 29, 2026. In addition, all prior events of default were waived by GHS (See NOTE 5).
On October 30, 2025, GHS Investments entered into a financing arrangement and purchased 35 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a cash consideration of $34,300, pursuant to the terms of a Security Purchase Agreement.
On October 30, 2025, the Company designated (the “COD”) a new class of Series E Convertible Preferred Stock consisting of 3,000 shares and having the rights and features described below.
The material features of the Series E Preferred Stock, as set forth in the COD, include the following:
· Subject to a leak out (as set forth in the COD), each share of Series E Preferred Stock is convertible into shares of Common Stock (subject to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value ($1,200) by the Conversion Price ($0.0005, subject to adjustments as set forth in the COD).
· Subject to the beneficial ownership limitation, the Series E Preferred Stock will vote with the Common Stock on an as converted basis.
· Each share of Series E Preferred Stock is entitled to receive cumulative dividends of 10% per annum, payable quarterly, beginning on the issue date while the Series E Preferred Stock is outstanding. Dividends may be paid in cash or in shares of Series E Preferred Stock, at the Company’s discretion.
The Company has the right to redeem all (but not less than all) shares of the Series E Preferred Stock issued and outstanding at any time upon three business days’ notice at a redemption price per Series E Preferred Stock equal to the product of (i) the 1.10 multiplied by (ii) the sum of (x) the Stated Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the holder.
On October 30, 2025, the Company entered into a Stock Purchase Agreement (the “SPA”) with GHS Investments, LLC, a Nevada limited liability company (“GHS”), pursuant to which, upon the occurrence of certain conditions, including defaults by the Company under its agreements with GHS and subsequent waivers and extensions thereof by GHS, the Company would issue to GHS 100 shares (the “GHS Shares”) of the Company’s Series A Super-voting Preferred Stock (the “Series A Preferred Stock”). On November 5, 2025 (the “Closing” or, the “Closing Date”), the closing of the SPA occurred, and GHS was issued 100 shares of Series A Preferred Stock.
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Emmons DEA”) with it’s Chief Executive Officer and Director. Pursuant to the Emmons DEA, Mr. Emmons exchanged $387,242 of accrued and unpaid fees owed to him by the Company under various agreements for 268.529 shares (the “Emmons Shares”) of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”). In addition to the issuance of the Emmons Shares, Mr. Emmons agreed to cancel 7,800 shares of Series A Preferred Stock owned by him. The closing of the Emmons DEA occurred on November 5, 2025.
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Mitta DEA”) with Vidhyadhar Mitta, it’s former Director. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 (the “Mitta Note”) for 180 shares (the “Mitta Shares”) of Series E Preferred Stock. In addition to the issuance of the Mitta Shares, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025.
29
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “McNemar DEA”) with Karen McNemar, it’s former Chief Financial Officer. Pursuant to the McNemar DEA, Ms. McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under various agreements for 269 shares (the “McNemar Shares”) of Series E Preferred Stock. In addition to the issuance of the McNemar Shares, Ms. McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her. The closing of the McNemar DEA occurred on November 5, 2025.
On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Senior Secured DEA”) with Sergey Gogin and YVSGRAMORAH, LLC, an entity controlled by Mr. Gogin (the “Senior Secured Holders”). Pursuant to the Senior Secured DEA, the Senior Secured Holders exchanged an aggregate of $522,195 of principal and accrued and unpaid interest owed to the Senior Secured Holders by the Company under the Senior Secured Convertible Note issued to Mr. Gogin on January 22, 2018 (the “Gogin Note”) and the Senior Secured Convertible Note issued to YSVGRAMORAH, LLC on March 6, 2019 (the “YVS Note,” together, with the Gogin Note, the “Senior Secured Notes”) for an aggregate of 489 shares (the “Senior Secured Shares”) of Series E Preferred Stock. The closing of the Senior Secured DEA occurred on November 5, 2025.
Contingent upon the Closing, on October 29, 2025, the Company entered into an Asset Transfer Agreement (the “Transfer Agreement”) with Aingura IIoT, S.L., a company incorporated under the laws of Spain (“Aingura”). Pursuant to the Transfer Agreement, upon the Closing and a transaction pursuant to which the Company acquires assets or an acquisition of an operating entity, the Company will transfer certain assets owned by it to Aingura in exchange for $30,843 in fees owed to Aingura. Until the asset transfer occurs, the Company is required to have $30,843 of Series E Preferred Stock held in escrow in favor of Aingura (the “Escrow Shares”). Once the asset transfer occurs, the shares held in escrow will be returned to the Company. In the event that the asset transfer does not occur within three months of the date of the Transfer Agreement, the Company will issue the Escrow Shares to Aingura in full satisfaction of the fees owed to Aingura by the Company.
Contingent upon the Closing, on October 30, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Emmons pursuant to which Mr. Emmons will receive a monthly fee of $4,167 payable in Series E Preferred Stock issuable no later than 15 days following the end of the month. The term of the Consulting Agreement is three months which is automatically renewable upon the consent of the parties for additional one-month terms.
Upon Closing, the Mitta Note (See NOTE E) was cancelled and the Security Agreement effective as of August 2, 2019 between Mr. Mitta and the Company was terminated.
Upon Closing, all previous agreements between Ms. McNemar and Mr. Emmons (besides the Consulting Agreement) and the Company were terminated. Ms. McNemar has also entered into a new consulting agreement with the Company.
Upon Closing, the Senior Secured Notes were cancelled and the Security and Pledge Agreement dated January 22, 2018 between Mr. Gogin and the Company was terminated and the Security and Pledge Agreement dated March 6, 2019 between YVSGRAMORAH, LLC and the Company was terminated.
Contingent upon the Closing, on October 30, 2025, the Company entered into debt exchange agreements with two consultants pursuant to which the Company agreed to exchange an aggregate of $9,985 of unpaid consulting fees for an aggregate of 19,969,770 shares of the Company’s Common Stock.
At Closing, all previously-issued shares of Series A Preferred Stock were terminated and, simultaneously, 100 shares of Series A Preferred Stock were issued to GHS.
Upon Closing, Karen McNemar resigned from all positions within the Company.
Upon Closing, Vidhyadhar Mitta resigned as a director of the Company.
30
Upon Closing, the Board of Directors was expanded to four members and Sarfraz Hajee, Mark Grober, and Matthew Schissler were appointed as directors. Besides the Closing, there are no arrangements or understandings between the new directors and any other persons pursuant to which the new directors were appointed as directors.
Messrs. Hajee, Grober, and Schissler are each equity owners of GHS which has been issued shares of various series of preferred stock of the Company, including the GHS Shares. As has been disclosed above, through its ownership of all shares of Series A Preferred Stock issued and outstanding, GHS has voting control of the Company. GHS has also been issued the GHS Note, which is still outstanding as of the date hereof.
On December 1, 2025, Company entered into a Securities Purchase Agreement, as amended, with GHS in the amount of up to $210,000 (the “SPA”). On December 1, 2025, the Company and GHS entered into Amendment No. 2 to the SPA pursuant to which the aggregate number of shares of Series D Convertible Preferred Stock could be issued was increased to up to 259 shares and a fifth additional Closing was added in the amount of up to 34 shares of Series D Preferred Stock for a Purchase Price of up to $34,000.
On December 2, 2025, the Company and GHS closed the fifth additional Closing under the SPA in the amount of $34,000 with 34 shares of Series D Preferred Stock being issued to GHS.
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