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8-K

IIOT-OXYS, Inc. (ITOX)

8-K 2023-01-30 For: 2023-01-30
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Added on April 06, 2026

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 30, 2023

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 2.02. Results of Operations and Financial Condition.

In accordance with Item 2.02 of Form 8-K of the Securities and Exchange Commission (the “SEC”), IIOT-OXYS, Inc., a Nevada corporation (the “Company”), is furnishing to the SEC a press release that the Company will issue on January 30, 2023 (the “Press Release”). The Press Release will disclose information regarding the Company's results of operations for the three months and year ended December 31, 2022, and the Company's financial condition as of December 31, 2022.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, which is furnished herewith pursuant to and relate to this Item 2.02, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release dated January 30, 2023
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: January 30, 2023 By: /s/ Clifford L. Emmons
Clifford L. Emmons, Chief Executive Officer
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Exhibit 99.1

IIOT-OXYS, Inc. Provides Business Update

CAMBRIDGE, MA / ACCESSWIRE / January 30, 2023 / IIOT-OXYS, Inc. (OTC PINK: ITOX) ("Oxys" or the “Company”). IIOT-OXYS, Inc. announced an update on the Company’s business operations.

“We are pleased to announce that we kept our revenue promise for the quarter ended December 31, 2022. As predicted, our fourth quarter revenue exceeded that in the third quarter. This marks three consecutive quarters of quarter-over-quarter revenue growth. Overall, 2022 annual revenue exceeded that of 2020 and 2021 combined. Complete financials for the quarter will be disclosed in our annual Form 10-K filing with the SEC expected to be timely filed later this year," stated Cliff Emmons, CEO of Oxys.

“We also kept our promise to secure a Smart Manufacturing Proof of Concept (POC) contract before the end of 2022,” continued Mr. Emmons. The worldwide Smart Manufacturing market was estimated to be worth $88.7 billion USD in 2021, growing at a CAGR of 18.5%, and is expected to be $228.2 billion USD by 2027.^[1]^

^^

“There are numerous early signs of positive momentum for the Company’s growth in 2023:

- Our DOT Bridge Monitoring project is progressing well with revenue expected through the first half of<br>2023.
- Our Smart Manufacturing CNC POC successfully kicked off in January and is expected to contribute to revenue<br>by the second half of 2023.
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- We signed two new collaborative agreements in the areas of business development and novel sensor technology<br>distribution.
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- Multiple new prospects are considering POCs, and additional contracts are expected late in first quarter<br>or early second quarter of 2023
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- We are pursuing numerous sales leads generated by marketing efforts initiated in fourth quarter of 2022.
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This first quarter of 2023 is already on track to exceed the fourth quarter revenue in 2022. Overall, we expect 2023 revenue to exceed that in 2022,” concluded Mr. Emmons.

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.

^[1]^https://www.marketsandmarkets.com/Enquiry_Before_BuyingNew.asp?id=105448439&utm_source=SE-NA&utm_medium=Email

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.

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