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): March 10, 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 March 10, 2022, IIOT-OXYS, Inc., a Nevada corporation (the “Company”), issued press release which announced it has received approval for a contract extension from a Department of Transportation of a major northeast state to continue monitoring multiple bridges. 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.

(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. Wins Contract Extension froma Major Northeast State’s DOT for Bridge Monitoring

CAMBRIDGE, MA / ACCESSWIRE / March 10, 2022 / IIOT-OXYS, Inc. (OTC PINK:ITOX) announced it has received approval for a contract extension from a Department of Transportation (DOT) of a major northeast state to continue monitoring multiple bridges.

Cliff Emmons, CEO of IIOT-OXYS, Inc., stated, “The extension of this contract is validation of the solid value proposition of our bridge monitoring systems by this state’s DOT and by the structural engineering firm that is providing oversight on this project. It also substantiates the strength of our strategic partnership with Aingura IIoT, S.L., and the proprietary AI & Machine Learning algorithms we’ve developed. Our data driven models provide adjunct insights to traditional visual inspections performed by the state’s bridge inspectors, and if deployed more broadly, could potentially enhance the management of a state’s DOT bridge assets. This bodes well for our company’s Structural Health Monitoring (SHM) business, through potential expansion within the state, the rest of the U.S., and globally.”

“This success is a direct result of the hard innovative work by Oxys and its partners: Aingura IIoT, S.L., university professors, and commercial structural engineering subject matter experts. It positions us to pursue contracts in SHM worldwide,” stated Mr. Emmons. On November 15, 2021, President Biden signed the $1 trillion infrastructure bill into law. The law allocates $110 billion in funding to repair U.S. roads and bridges and support major, transformational projects. Specifically, the Federal Highway Administration will distribute $26.5 billion to upgrade bridges in states, the District of Columbia and Puerto Rico over five years under the law. Other reports state that companies such as ours that are involved with connected infrastructure, which includes connected roads and bridges and the underlying "smart" sensor and software technology, are poised to benefit from the new law. Independent research shows that the world-wide Structural Health Monitoring market size is $2.0 billion USD will reach $4.0 billion USD by 2027, growing at a CAGR of 14.6%. Mr. Emmons concluded, “This contract extension in the U.S. and an active proof of concept on some Spanish bridges by Aingura IIoT, S.L. are key to winning future contracts worldwide, and we are confident they will lead to additional new business in due time.”

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