Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Grober Mark 2. Date of Event Requiring Statement (Month/Day/Year) 11/05/2025 3. Issuer Name and Ticker or Trading Symbol IIOT-OXYS, Inc. [ITOX] (Last) (First) (Middle) 705 CAMBRIDGE STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) CAMBRIDGE, MA 02141 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 1,250,000 I LLC(1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	07/29/2020	(6)	Common Stock	23,158,450(2)	$0.0006	I	LLC(1)
Series A Preferred Stock	11/05/2025	(6)	Common Stock	10,000	(3)	I	LLC(1)
Series B Preferred Stock	10/04/2024	(6)	Common Stock	1,166,000,000(2)	(4)	I	LLC(1)
Series D Preferred Stock	12/02/2025	(6)	Common Stock	525,000,000(2)	(5)	I	LLC(1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Grober Mark 705 CAMBRIDGE STREET CAMBRIDGE, MA 02141	X

Signatures

/s/ Mark Grober		02/05/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities are held by GHS Investments LLC. The reporting person is a member of GHS Investments LLC and may be deemed to share voting and dispositive power over the securities held by GHS Investments LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein.
(2)	Subject to a 4.99% beneficial ownership limitation.
(3)	Each share of Series A Preferred Stock is convertible into 100 shares of Common Stock.
(4)	Each share of Series B Preferred Stock is convertible into shares of Common Stock determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. The conversion price for the Preferred Stock is the lowest traded price for the Company's common stock for the 15 Trading Days immediately preceding the date of such conversion.
(5)	Each share of Series D Preferred Stock is convertible to shares of the Company's common stock at a price equal to a fixed price equal to 80% of the lowest traded price for the Company's common stock for the ten trading days immediately preceding the execution date of the Securities Purchase Agreement pursuant to which shares of Preferred Stock are issued.
(6)	Securities are convertible until no longer outstanding.
Remarks: Mr. Grober was made a director of IIOT-OXYS effective November 5, 2025. Mr. Grober is an owner of GHS Investments, LLC which owns a convertible note (subject to a beneficial ownership blocker), shares of preferred stock (subject to a beneficial ownership blocker), and common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.