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10-K2026-05-11· deepseek-chat

ITOX · IIOT-OXYS, Inc.

0001683168-26-003672

SEC filing

Summary

IIOT-OXYS reported zero revenue for fiscal 2025 as its DOT bridge monitoring contract ended and no new contracts closed, while net loss improved 3.2% to -$657.8K.

Key takeaways

Full analysis

Revenue Collapse and Business Development Challenges

IIOT-OXYS reported zero revenue for fiscal 2025, down from $2,500 in the prior year. The company's primary revenue driver—a Department of Transportation bridge monitoring contract—ended in December 2023, and discussions with the main contractor revealed that the monitoring program has been suspended with no foreseeable restart. Management noted that while they continue to prospect new contracts with local municipalities and other state DOTs, these opportunities may not convert for another year. The smart manufacturing vertical, which previously generated a proof-of-concept and SaaS contract, also ended in May 2024. Despite strong customer endorsements and promotional materials, the company has been unable to close new business due to a lack of capital to fund sales and marketing efforts.

Net Loss Improvement Despite Revenue Decline

Cash Flow and Liquidity Strain

Net cash used in operating activities increased to -$195,051 from -$46,391 in the prior year, reflecting higher accrued liabilities and derivative additions. The company's cash balance remained minimal, and ongoing operations depend on continued funding from lead investor GHS. Management continues to secure limited funding to pay for ongoing expenses.

Change of Control and Balance Sheet Restructuring

On October 30, 2025, GHS Investments acquired majority voting control via Series A Supervoting Preferred Stock, resulting in a change of control. Cliff Emmons continues as CEO, and together with the new board, management is optimistic about greater access to capital and potential synergistic mergers.

Outlook and Strategic Direction

Potential future revenue growth depends on the company's ability to raise capital. Despite positive factors, the company continues to face significant headwinds and has not been able to raise material funds through existing financing agreements due to market conditions. Management is considering options for both the short and long term, including potential mergers or acquisitions.