8-K - ITOX - Equibles

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): June 16, 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 June 16, 2022, management of IIOT-OXYS, Inc., a Nevada corporation (the “Company”), gave an interview which can be found at the following link and is incorporated herein by reference: https://www.smallcapvoice.com/june-interview-iiot-oxys-itox/. In addition, the Company also issued a press release announcing the interview. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information in this Item 7.01 disclosure 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 interview and press release 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, 2021, and subsequent reports filed by the Company with the SEC. 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 SEC, 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 June 16, 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: June 16, 2022	By:	/s/ Clifford L. Emmons
		Clifford L. Emmons, Chief Executive Officer

| 2 |

| --- |

Exhibit 99.1

IIOT-OXYS, Inc. LeadershipConducts New Audio Interview Answering Shareholder Questions and Provides Overview of Recent Financial and Operational Results

CAMBRIDGE, MA / ACCESSWIRE / June 16, 2022 / IIOT-OXYS, Inc. (OTC PINK:ITOX) (“the Company”) announced it has conducted an audio interview to discuss its recent financial results, answer shareholder questions and provide an operational outlook moving forward.

IIOT-OXYS, Inc. CEO, Cliff Emmons, and COO, Karen McNemar, who also fill the roles of interim CTO and interim CFO, respectively, each provided their personal insights into recent news and business operations. Furthermore, each of them fielded several questions submitted to the Company by its shareholders.

“We continue to gain traction with strategic partners, customers, and potential customers in our key two markets: Smart Manufacturing (aka) Industry 4.0 and Structural Health Monitoring … We have significant positive momentum …,” Emmons says. “We’re pleased to begin these quarterly audio shareholder Q&A interviews...”

The interview also highlights the Company’s work with its partners Aingura IIoT, S.L. (Aingura), and the budding collaboration with Aretas Sensor Networks, Inc. (Aretas) in the Indoor Air Quality (IAQ) sector.

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

About IIOT-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.

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.

Contact Information:

IIOT-OXYS Inc.

Clifford L. Emmons

CEO

contact@oxyscorp.com

www.oxyscorp.com

SOURCE: IIoT-OXYS Inc.