IIOT-OXYS, Inc. filed a Current Report on Form 8-K dated November 6, 2026, disclosing three primary transactions: the settlement of a debt obligation, an exchange of Series C Preferred Stock for Series E Preferred Stock, and a change in corporate control.

On November 6, 2026, the Company entered into a Debt Acknowledgment and Preferred Stock Exchange Agreement with Scott Cox. This agreement settled an outstanding reimbursement obligation of $84,262.65, which the Company had recorded as an account payable. The obligation was extinguished in exchange for 70.218875 shares of the Company’s Series E Convertible Preferred Stock. The exchange price was set at $1,200 per share, equal to the stated value of the Series E Preferred Stock. No cash was paid in connection with this transaction.

Separately, on the same date, the Company executed a Series C Preferred Stock Exchange Agreement with Clifford L. Emmons, Vivek Dave, and Giro Di Biase. The agreement involved the surrender of all 57 outstanding shares of Series C Preferred Stock, along with accrued dividends and fees, in exchange for an aggregate of 63.67333333 shares of Series E Preferred Stock. The consideration was calculated based on negotiated exchange values totaling $76,408.00. Following the exchange, no shares of Series C Preferred Stock remain outstanding.

The Series E Preferred Stock is governed by a Certificate of Designation filed on October 30, 2025. It has a stated value of $1,200 per share and accrues cumulative dividends at 10% per year. The shares are convertible into common stock at a price of $0.0005 per share, subject to a beneficial ownership limitation of 4.99%.

The filing also details a change in control. On November 6, 2026, GHS Investments, LLC assigned and sold all 100 outstanding shares of Series A Super Voting Preferred Stock to Scott Cox. This transfer granted Cox voting control of the Company. Under the terms of the Series A Preferred Stock, while at least one share is outstanding, holders possess voting rights equal to 20 times the sum of all outstanding common and preferred shares. Consequently, Cox holds a substantial majority of the Company’s voting power.

Additionally, the Company executed Extension No. 8 to a Convertible Promissory Note issued to GHS on July 29, 2020. The extension moved the maturity date from October 31, 2026, to April 30, 2027. GHS waived all Events of Default occurring before October 31, 2026, and no additional principal was advanced.