IIOT-OXYS (NASDAQ: ITOX) notifies SEC of late Form 10-K filing

Rhea-AI Filing Summary

IIOT-OXYS, Inc. filed a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K for the period ended December 31, 2025 will be late. The company states the delay is because it "has been unable to complete the review process with the auditor." The notification is signed by Clifford L. Emmons, Chief Executive Officer on March 31, 2026.

Insights

Compliance Officer

Routine late-filing notice citing auditor review delay; limited immediate investor impact.

The filing discloses a Rule 12b-25 notification for a late Form 10-K covering the period ended December 31, 2025, attributing the delay to an incomplete auditor review. This is a procedural disclosure that permits a short extension under SEC rules.

Key dependencies are completion of the auditor review and subsequent timely filing; the company did not state anticipated changes in results. Subsequent periodic filings and the eventual 10-K will determine material financial implications.

Key Figures

Commission File Number: 000-50773 Period Ended: December 31, 2025 Notification Date: March 31, 2026

3 metrics

Commission File Number 000-50773 cover line of the Form 12b-25

Period Ended December 31, 2025 subject annual reporting period

Notification Date March 31, 2026 date the Form 12b-25 was signed

Key Terms

Rule 12b-25, Form 12b-25, review process with the auditor

3 terms

Rule 12b-25 regulatory

"The Company has been unable to complete the review process with the auditor."

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

review process with the auditor other

"The Company has been unable to complete the review process with the auditor."

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 000-50773

(Check One):

☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: _______________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant	IIOT-OXYS, Inc.
Former Name if Applicable	Gotham Capital Holdings, Inc.
Address of principal executive office	705 Cambridge Street
City, State and Zip Code	Cambridge, MA 02141

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject ☐ quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Company has been unable to complete the review process with the auditor.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Clifford L. Emmons		(401)		307-3092
(Name)		(Area Code)		(Telephone No.)

(2)	Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes    ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes    ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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IIOT-OXYS, Inc.

(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 31, 2026	By /s/ Clifford L. Emmons
	Clifford L. Emmons, Chief Executive Officer

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FAQ

Why did IIOT-OXYS (ITOX) file a Form 12b-25?

IIOT-OXYS filed a Form 12b-25 to notify the SEC of a late Form 10-K filing. The company states it "has been unable to complete the review process with the auditor," causing the delay and requesting relief under Rule 12b-25.

What period does the late Form 10-K cover for IIOT-OXYS (ITOX)?

The late Form 10-K covers the fiscal period ended December 31, 2025. The Form 12b-25 identifies that annual period as the subject of the delayed filing and ties the timing to the auditor review process.

Who signed the Form 12b-25 for IIOT-OXYS (ITOX)?

The notification was signed by Clifford L. Emmons, Chief Executive Officer, on March 31, 2026. His signature certifies the company caused the notification to be filed on its behalf.

Does the Form 12b-25 say IIOT-OXYS expects changes to reported results?

The filing does not state any anticipated significant change in results of operations. The form includes the standard question about changes, but no narrative of anticipated numeric changes is provided in the excerpt.

What procedural relief does Rule 12b-25 provide IIOT-OXYS (ITOX)?

Rule 12b-25 permits a short extension to file certain periodic reports when a registrant cannot file on time without unreasonable effort or expense. IIOT-OXYS cites auditor review delays as the basis for seeking that relief.