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): April 26, 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 April 26, 2023 (the “PressRelease”). The Press Release will disclose information regarding the Company's results of operations for the 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 April 26,<br> 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: April 26, 2023	By:	/s/ Clifford L. Emmons
		Clifford L. Emmons, Chief Executive Officer

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Exhibit 99.1

IIOT-OXYS, Inc. Reports 2023 Form 10-K AnnualResults and Upcoming Investor Conference Call

CAMBRIDGE, MA / ACCESSWIRE / April 26, 2023 / IIOT-OXYS, Inc. (OTC PINK: ITOX) ("Oxys" or the “Company”) announced its financial results for the year ended December 31, 2022, and an upcoming Investor Conference Call on Wednesday, May 3, 2023.

Cliff Emmons, CEO of IIOT-OXYS, Inc. (Oxys) stated, "We're pleased to announce, as promised, 2022 revenue exceeded 2021, doing so by more than seven-fold. This is the highest annual revenue since the negative impacts of the COVID pandemic. Also, as promised, revenue in the second half of 2022 exceeded that in the first half. Furthermore, fourth quarter revenue exceeded third quarter revenue, marking three consecutive quarters of increasing revenue. Our leadership team also managed costs well, lowering operating expenses by 17%, and professional expenses were reduced by 47%.

There were several factors that led to this strong growth in 2022, including the following:

-	Our Department of Transportation (DOT) Bridge Monitoring contract: We were awarded a six-figure sub-contract<br>from a major northeast state's DOT for bridge monitoring, in addition to the extension that was given on the previous contract. This project<br>will continue to contribute a strong revenue stream through mid-2023, and we're confident our performance will yield further extensions<br>and expansions in the second half of the year.
-	Our continued focus on our Smart Manufacturing vertical enabled us to secure a CNC Proof of Concept (POC)<br>contract in December 2022. The POC successfully kicked off in January 2023, is concluding next month, and is already yielding results<br>that are impressing our customer. We expect a Software-as-a-Service (SaaS) contract to follow which we expect to contribute to revenue<br>by the second half of 2023.
-	The ongoing strength of our strategic partnership with Aingura IIoT, S.L., which provides supplemental<br>expertise, equipment and software, ensuring we continue to bring value to our customers.
-	Our partnership with a Canadian Indoor Air Quality Sensor and IIoT Platform company continues to progress<br>well, and our retail sales efforts are beginning to show results.

Looking forward through 2023 and beyond, and as previously stated, we believe this is a transition year from “surviving” to “thriving”. It is anticipated that 2023 YoY revenue growth will meet or exceed that of 2022. This will be accomplished through our partnerships, successful pilots, experienced leadership, and savvy technological talent. These capabilities will allow us to leverage our high potential growth markets: the global smart manufacturing (also known as Industry 4.0) was $97.6 B USD in 2022 and will reach $228.3 B USD by 2027 (CAGR 18.5%);^[1]^the worldwide Structural Health Monitoring (SHM) industry was $2.0 billion USD in 2021 and will reach $4.0 billion USD by 2027 (CAGR of 14.6%).^[2]^ ; an Indoor Air Quality Monitors, which was estimated at $3.7 billion USD in 2020 and projected to reach $6.4 billion USD in 2027, growing at 8.2% CAGR.^[3]^ By executing on these promises, we believe these revenue goals are achievable.”

Those attending the investor conference call will have the opportunity to submit questions concerning the Company to Stuart Smith of SmallCapVoice.Com, Inc. via e-mail: ssmith@smallcapvoice.com by 12:00 PM EST on Friday, April 28th, 2023. We plan to address as many appropriate questions as possible.

To access the call on Wednesday, May 3rd, 2023 at 5:00 PM EST:

Dial-In Number: 1-857-232-0157

Access Code: 422095

For those unable to participate in the conference call at that time, a replay will be available at https://www.smallcapvoice.com/clients/itox/ shortly after the call has concluded.

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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

SOURCE: IIOT-OXYS, Inc.

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

^2^ https://www.marketsandmarkets.com/Market-Reports/structural-health-monitoring-market-101431220.html

^3^ https://www.reportlinker.com/p05957040/Global-Indoor-Air-Quality-Monitors-Industry.html

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