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): January 25, 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
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(Address of principal executive offices, including zip code)
(401) 307-3092
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(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 January 25, 2022, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), issued press release which announced an interview given by the Company’s CEO, Cliff Emmons, with SmallCapVoice.com. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information in this Item 7.01 disclosure, including Exhibit 99.1, and the information set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the SEC.

The Press Release, furnished as Exhibit 99.1 to this Form 8-K, may contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and subsequent reports filed by the Company with the Securities and Exchange Commission (the “Commission”). For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the Commission, through the issuance of press releases or by other methods of public disclosure.

Item 9.01.	Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 25, 2022
104	Cover Page Interactive Data File (formatted in Inline XBRL)

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: January 25, 2022	By:	/s/ Clifford L. Emmons
		Clifford L. Emmons, Chief Executive Officer

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Exhibit 99.1

IIOT-OXYS, Inc. CEO DiscussesCorporate Evolution in Audio Interview with SmallCapVoice.com

AUSTIN, Texas (January 25, 2022) -- SmallCapVoice.com Inc. (“SCV”) announces the availability of a new interview with technology company IIOT-OXYS, Inc. (OTC Pink: ITOX) (“the Company”) to discuss its operations, recent milestones and outlook for 2022.

Speaking with SCV’s Stuart Smith, IIOT-OXYS, Inc. CEO Cliff Emmons describes the Company’s operations and use of machine learning and proprietary algorithms to provide actionable mission critical insights for clients in a wide range of industries. Despite headwinds of the COVID pandemic, IIOT-OXYS, Inc. was able to adjust its footing and hit key growth catalysts that support its core mission.

“When we take a look at what we've been able to accomplish in 2021, it's very foundational,” Emmons says. “This was the year we found the right financing partners to back the Company so that we could be fully positioned to grow. Secondly, … we have definitely been able to take the additional time that we've had since some foundational proof of concepts were created to further develop our algorithms, sharpen them up, and also use the results and develop them into excellent use cases that we can use as marketing collateral to go out and engage potential customers.”

The discussion also highlights the Company’s performance in 2021 and how its pivot into supply chains and smart manufacturing fits into future plans.

The full interview can be heard at: https://www.smallcapvoice.com/interview-iiot-oxys-itox/.

About IIOT-OXYS, Inc.

IIOT-OXYS, Inc. is a technology company at the intersection of IIoT (Industrial Internet of Things), AI (artificial intelligence) and machine learning, edge computing and manufacturing operations. We provide actionable mission-critical insights for the medical/pharmaceutical, manufacturing, agriculture, defense, structural health, and other industries. The IIOT-OXYS, Inc. edge computing open-source hardware and proprietary ML algorithms employ our Minimally Invasive Load Monitoring (MILM) technology to 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

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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/

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Forward Looking Statements:

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This press release and the offering materials may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Forward-looking statements are neither historical facts nor assurances of future performance. They are based on the current beliefs of, assumptions made by, and information currently available to the company's management regarding the future of the company's business, future plans and strategies, anticipated events and trends, the economy and other future conditions. When used in the offering materials, the words "aim," "estimate," "project," "believe," "anticipate," "intend," "envision," "estimate," "expect," "future," "goal," "hope," "likely," "may," "plan," "potential," "seek," "should," "strategy," "will" and similar references to future periods are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management's current views with respect to future events and are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict (many of which are outside of the company's control) and could cause the company's actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. All subsequent written and oral forward-looking statements concerning the company, the offering or other matters, are expressly qualified in their entirety by the cautionary statements above. The company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

ContactInformation:

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IIOT-OXYS, Inc.

Clifford L. Emmons, CEO

Contact@oxyscorp.com

SmallCapVoice.com

Stuart T. Smith

512-267-2430

Info@SmallCapVoice.com

Source: SmallCapVoice.com

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