8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): October 18, 2022

IIOT-OXYS,

Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-50773	56-2415252
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)
705 Cambridge Street<br><br> <br>Cambridge, MA 02141
---
(Address of principal executive offices, including zip code)
(401) 307-3092
---
(Registrant’s telephone number,<br><br> <br>including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ . Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01	Regulation FD Disclosure.

On October 18, 2022, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), filed a press release which announced the availability of a new interview with its CEO, Cliff Emmons, with SmallCapVoice.com Inc. to discuss the value of the Company’s co-marketing and co-sales agreement of the Aretas Sentinel Indoor Air Quality sensor, which can be found at the following link and is incorporated herein by reference: https://youtu.be/ifs5RUleZW0https://youtu.be/ifs5RUleZW0

The furnishing of the press release and interview is not an admission as to the materiality of any information therein. The information contained in the press release and interview is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information in this Item 7.01 of this Current Report on Form 8-K and the press release and interview shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release and interview shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.	Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 18,<br> 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IIOT-OXYS, Inc.
Date: October 18, 2022	By:	/s/ Clifford L. Emmons
		Clifford L. Emmons, Chief Executive Officer

| 2 |

| --- |

Exhibit 99.1

IIOT-OXYS, Inc. CEO DiscussesCorporate Value of Aretas Agreement in Interview with SmallCapVoice.com

CAMBRIDGE, MA / ACCESSWIRE / October 18, 2022 / IIOT-OXYS, Inc. (OTC PINK: ITOX) ("Oxys" or the "Company") announces the availability of a new interview with its CEO, Cliff Emmons, with SmallCapVoice.com Inc. ("SCV"), to discuss the value of the Company’s co-marketing and co-sales agreement of the Aretas Sentinel Indoor Air Quality (“IAQ”) sensor.

Speaking with SCV’s Stuart Smith, Mr. Emmons describes the mutual benefits and revenue model of the collaborative agreement with Aretas Sensor Networks Inc.

“This agreement means that we can help Aretas increase their bandwidth with closing sales of their sensors and systems, and it benefits Oxys in boosting our sales through the healthy commissions we’ll receive,” he explains. “These sales commission revenues are much faster to turn than our current typical customer acquisition times and time to revenue for our current customers, so we expect revenue generated from these sales commissions to positively impact our fourth-quarter revenue in 2022.”

This forecast follows a third-quarter performance that met Oxys’s expectations and reiterates Mr. Emmons’ expectations for continued growth.

“We're also confident of our earlier guidance that revenue for the second half of 2022 will exceed that generated in the first half of 2022. In total, we are optimistic of our projections for total revenue in 2022 to return to 2019 levels,” he says. “We’re excited to execute on this co-marketing and co-selling agreement of the Aretas Sentinel Sensor, as it will also contribute to our fourth quarter and overall 2022 sales.”

For more information on this project, listen to the full interview at https://youtu.be/ifs5RUleZW0

AboutIIOT-OXYS, Inc.

IIOT-OXYS, Inc. (OTC PINK: ITOX) is a technology company at the intersection of IIoT, AI & Machine Learning, Edge Computing and Manufacturing Operations. We provide actionable mission-critical insights for the Medical/Pharmaceutical, Manufacturing, Agriculture, Defense, and Structural Health, and other industries. IIOT-OXYS's edge computing open-source hardware and proprietary ML algorithms employ our Minimally Invasive Load Monitoring (MILM) technology to simply gather data and gain insights to monitor, scope, move from preventive to predictive maintenance, and even optimize development and manufacturing processes. For additional information visit www.oxyscorp.com.

About Aretas Sensor Networks Inc.

Aretas Sensor Networks, Inc. combines IoT sensor technology, cloud-based platform, and machine learning/ AI for an end-to-end solution to ingest, collect, display, and analyze IoT data to allow companies to make better decisions.

About SmallCapVoice.com

SmallCapVoice.com, Inc. is a recognized corporate investor relations firm, with clients nationwide, known for its ability to help emerging growth companies, small cap and micro-cap stocks build a following among retail and institutional investors. SmallCapVoice.com utilizes its stock newsletter to feature its daily stock picks, podcasts, as well as its clients' financial news releases. SmallCapVoice.com also offers individual investors all the tools they need to make informed decisions about the stocks in which they are interested. Tools like stock charts, stock alerts, and Company Information Sheets can assist with investing in stocks that are traded on the OTCMarkets. To learn more about SmallCapVoice.com and its services, please visit https://www.smallcapvoice.com/small-cap-stock-otc-investor-relations-financial-public-relations/.

Socialize with SmallCapVoice and their clients at

Facebook: https://www.facebook.com/SmallCapVoice/

Twitter: https://twitter.com/smallcapvoice

Instagram: https://www.instagram.com/smallcapvoice/

| 1 |

| --- |

Forward-Looking Statements

This news release contains forward-looking statements that reflect Management's current views about future events and financial performance. Forward-looking statements often contain words such as ''expects,'' ''anticipates,'' ''intends,'' or ''believes.'' Our forward-looking statements are subject to a number of risks and uncertainties that may cause actual results and events to differ materially from those projected in the forward-looking statements. Risks and uncertainties that could adversely affect us include, without limitation, the loss of major customers, our failure to obtain new contracts, our inability to patent products or processes, our infringement of patents held by others, our inability to finance our business and the other risks and uncertainties that are discussed in our most recent filings with the Securities and Exchange Commission. The forward-looking statements in this news release are made only as of the date of this news release. We undertake no obligation to update our forward-looking statements, whether as a result of new information, future events or otherwise.

ContactInformation:

IIOT-OXYS,Inc.

Clifford L. Emmons

CEO

contact@oxyscorp.com

www.oxyscorp.com

SmallCapVoice.com

Stuart T. Smith

512-267-2430

Info@SmallCapVoice.com

Source: IIOT-OXYS, Inc.

| 2 |

| --- |