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): June 20, 2023

IIOT-OXYS,

Inc.

(Exact name of registrant as specified in its charter)

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:

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.         ☐

On June 20, 2023, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), filed a press release which announced the successful completion of a previously-disclosed Proof of Concept and the signing of a Software as a Service (SaaS) contract with a Northeast CNC Component Manufacturer.

The furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the press release 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 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 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.

(d) Exhibits.

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.

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Exhibit 99.1

IIOT-OXYS, Inc. Announces Successful Completionof Proof of Concept and Signs SaaS Contract withNortheast CNC Component ManufacturerCAMBRIDGE, MA / ACCESSWIRE / June 20, 2023 / IIOT-OXYS,Inc. (OTC PINK: ITOX) ("Oxys" or the “Company”) announced it successfully completed a previously disclosed Proofof Concept (POC) and signed a Software as a Service (SaaS) contract with a Northeast CNC Component Manufacturer. This Small-to-MediumSized Enterprise is an approved Supply Chain vendor to several Medical Device Original Equipment Manufacturers.Cliff Emmons, CEO of Oxys, stated, "We areexcited this CNC Machining POC customer saw the value we demonstrated and chose to continue our engagement through this Smart ManufacturingSaaS contract. Our IIoT data collection and Predictive Analytics, powered by our proprietary AI & Machine Learning algorithms, demonstratedreduced downtime and increased productivity. We delivered Real-Time Custom Overall Equipment Efficiency Dashboards, including MachineAvailability, Cycle Time Analysis, and Alarm Pareto Charts. Our ability to detect variations in very fine machining operations enablesTool Wear Optimization, by extending tool life and preventing tool breakage. This success stems from Oxys’s ongoing collaborationwith our strategic partner, Aingura IIoT, S.L., who provided equipment, software, and algorithm expertise that complimented Oxys’stechnical capabilities and customer support which resulted in an excellent customer experience.”The worldwide Industry 4.0 (also known as SmartManufacturing) market was estimated at $97.6 billion in 2022 and is expected to grow at 18.5% CAGR to $228.3 billion by 2027.^1^“Our success with this customer demonstrates our ability to effectively execute POCs that demonstrate value and convert customersto a SaaS contract. We expect the Use Cases and endorsements from this successful ongoing engagement will lead to additional CNC MachiningPOCs and SaaS contracts contributing to revenue in the second half of 2023 and into 2024. We also expect “beachhead” POCsto be secured in four other Discrete Manufacturing verticals: Metal Stamping, Plastic Extrusion, Plastic Injection Molding, and AutomatedAssembly & Test. We are on track to meet our third quarter and annual 2023 revenue goals and are confident these targeted sales andmarketing efforts will further contribute to exceeding our overall revenue goals in 2023,” concluded Mr. Emmons.About IIOT-OXYS, Inc.IIOT-OXYS, Inc. (OTC PINK: ITOX) is a technologycompany at the intersection of IIoT, AI & Machine Learning, Edge Computing and Manufacturing Operations. We provide actionable mission-criticalinsights for the Medical/Pharmaceutical, Manufacturing, Agriculture, Defense, and Structural Health, and other industries. IIOT-OXYS'sedge computing open-source hardware and proprietary ML algorithms employ our Minimally Invasive Load Monitoring (MILM) technology to simplygather data and gain insights to monitor, scope, move from preventive to predictive maintenance, and even optimize development and manufacturingprocesses. For additional information visit www.oxyscorp.com.Forward-Looking StatementsThis news release contains forward-looking statementsthat reflect Management's current views about future events and financial performance. Forward-looking statements often contain wordssuch as ''expects,'' ''anticipates,'' ''intends,'' or ''believes.'' Our forward-looking statements are subject to a number of risks anduncertainties that may cause actual results and events to differ materially from those projected in the forward-looking statements. Risksand 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 theother risks and uncertainties that are discussed in our most recent filings with the Securities and Exchange Commission. The forward-lookingstatements in this news release are made only as of the date of this news release. We undertake no obligation to update our forward-lookingstatements, whether as a result of new information, future events or otherwise.Contact Information:IIOT-OXYS, Inc.Clifford L. EmmonsCEOcontact@oxyscorp.comwww.oxyscorp.comSOURCE: IIOT-OXYS, Inc.