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 9, 2022

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 9, 2022, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), issued a press release which announced the renewal of employment contracts for the Company’s CEO, Cliff Emmons, and the Company’s COO (now Interim CFO), Karen McNemar. 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, 2021, 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.

(d) Exhibits.

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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. CEO and COO Renew ContractsEnsuring Long-Term Stability and Growth

CAMBRIDGE, MA / ACCESSWIRE / June 9, 2022 / IIOT-OXYS, Inc. (OTC PINK:ITOX) announced its CEO, Cliff Emmons, and COO, Karen McNemar, both renewed their employment contracts ensuring stable leadership focused on long term growth.

Cliff Emmons, CEO of IIOT-OXYS, Inc. (Oxys) stated, “Karen and I are excited to renew our contracts with Oxys given the excellent progress made over the almost four years of our leadership tenure here, and the numerous growth opportunities we’ve developed to date. The recent renewal of our Structural Health Monitoring (SHM) contract with a major New England state’s DOT, global recognition of our SHM capabilities, the ongoing strength of our collaboration with Aingura IIoT, S.L. (Aingura), and the budding collaboration with Aretas Sensor Networks, Inc. (Aretas) in the Indoor Air Quality (IAQ) sector are all robust signs of our path to future growth. These new contracts also solidify our full-time leadership roles and practices at Oxys. I will continue as CEO and interim CTO, while Karen will continue as COO, and officially assumes the interim CFO role. Our combination of experience and capabilities has been a source of strength to date for the company and positions it for continued success and growth.”

The size and growth of the company’s three target industries are significant.

The company’s leadership has the expertise to tap these markets for future growth. Mr. Emmons has over 10 years of executive corporate experience and more than 30 years of overall corporate experience. He holds a Master of Science in Management Engineering, and Bachelor of Science in both Electrical and Mechanical Engineering. Ms. McNemar has over three years of executive experience and more than 30 years of overall corporate experience. She holds a Bachelor of Science in Industrial Engineering and Operations Research. Mr. Emmons concluded, “Karen and I have been and will continue to be committed to creating shareholder value.”

The company will hold a shareholder call during the coming week and is soliciting questions for the call. No live Q&A will be held during the call; however, management looks forward to answering questions shareholders have. Questions should be submitted through the contact information below by Friday, June 10^th^, 5 pm Pacific Time.

^1^ https://www.researchandmarkets.com/reports/5571342/global-structural-health-monitoring-market-size

^2^ https://www.reportlinker.com/p05957040/Global-Indoor-Air-Quality-Monitors-Industry.html?utm_source=GNW

^3^ https://www.marketsandmarkets.com/Market-Reports/industry-4-market-102536746.html

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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

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