On May 14, 2020, IIOT-OXYS, Inc., a Nevada
corporation (the “Company”), announced that in light of the circumstances and uncertainty surrounding the effects
of the Coronavirus (COVID-19) pandemic on the Company’s business, customers, employees, consultants, service providers, stockholders,
investors and other stakeholders, the Company’s management has determined that the Company will delay the filing of its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) by up to 45 days in accordance
with the U.S. Securities and Exchange Commission’s (“SEC”) March 4, 2020 Order (Release No. 34-88318)
(the “Order”), which allows for the delay of certain filings required under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). The Company’s operations and business have experienced disruption due
to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and elsewhere, causing
disruptions to the Company’s business operations, and management is currently unable to timely review and prepare the Quarterly
Report or determine COVID-19’s impact on the Company’s financial statements for the quarter ended March 31, 2020. The
Company will file its Quarterly Report by no later than June 29, 2020, which is 45 days after the original due date of its Quarterly
Report.
Due
to the speed with which the COVID-19 situation is developing and evolving, there is uncertainty around its ultimate impact; therefore,
the negative impact on the Company’s financial position, operating results and liquidity cannot be reasonably estimated at
this time, but the impact could be material.
In addition, the Company has supplemented
the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and
its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, with the following risk factor:
A pandemic, epidemic or outbreak
of an infectious disease in the markets in which we operate or that otherwise impacts our facilities or suppliers could
adversely impact our business.
If a pandemic,
epidemic, or outbreak of an infectious disease including the recent outbreak of respiratory illness caused by a novel coronavirus (COVID-19)
first identified in Wuhan, Hubei Province, China, or other public health crisis were to affect our markets or facilities or those
of our suppliers, our business could be adversely affected. Consequences of the coronavirus outbreak are resulting in disruptions
in or restrictions on our ability to travel. If such an infectious disease broke out at our office, facilities or work sites, our
operations may be affected significantly, our productivity may be affected, our ability to complete projects in accordance with
our contractual obligations may be affected, and we may incur increased labor and materials costs. If the customers with which
we contract are affected by an outbreak of infectious disease, service work may be delayed or cancelled, and we may incur increased
labor and materials costs. If our subcontractors with whom we work were affected by an outbreak of infectious disease, our labor
supply may be affected and we may incur increased labor costs. In addition, we may experience difficulties with certain suppliers
or with vendors in their supply chains, and our business could be affected if we become unable to procure essential equipment,
supplies or services in adequate quantities and at acceptable prices. Further, infectious outbreak may cause disruption to the
U.S. economy, or the local economies of the markets in which we operate, cause shortages of materials, increase costs associated
with obtaining materials, affect job growth and consumer confidence, or cause economic changes that we cannot anticipate. Overall,
the potential impact of a pandemic, epidemic or outbreak of an infectious disease with respect to our market or our facilities
is difficult to predict and could adversely impact our business. In response to the COVID-19 situation, federal, state and local
governments (or other governments or bodies) are considering placing, or have placed, restrictions on travel and conducting or
operating business activities. At this time those restrictions are very fluid and evolving. We have been and will continue to be
impacted by those restrictions. Given that the type, degree and length of such restrictions are not known at this time, we cannot
predict the overall impact of such restrictions on us, our customers, our subcontractors and supply chain, others that we work
with or the overall economic environment. As such, the impact these restrictions may have on
our financial position, operating results and liquidity cannot be reasonably estimated at this time, but the impact may be material.
In addition, due to the speed with which the COVID-19 situation is developing and evolving, there
is uncertainty around its ultimate impact on public health, business operations and the overall economy; therefore, the negative
impact on our financial position, operating results and liquidity cannot be reasonably estimated at this time, but the impact may
be material.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains
statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements relate to expectations or forecasts for future events, including, without limitation, our future financial
or business performance or strategies, results of operations or financial condition. These statements may be preceded by, followed
by or include the words “may,” “might,” “should,” “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “continue,” “target” or similar expressions. These forward-looking statements are based
on information available to us as of the date they were made and involve a number of risks and uncertainties which may cause them
to turn out to be wrong. Accordingly, forward-looking statements should not be relied upon as representing our views as of any
subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under
applicable securities laws. As a result of a number of known and unknown risks and uncertainties, including the unprecedented impact
of COVID-19 pandemic on our business, customers, employees, subcontractors and supply chain, consultants, service providers, stockholders,
investors and other stakeholders, our actual results or performance may be materially different from those expressed or implied
by these forward-looking statements. Please refer to our Form 10-K filed on April 16, 2019 and any subsequent filings made by us
pursuant to the Exchange Act, each of which is available on the SEC’s website (www.sec.gov), for a full discussion of the
risks and other factors that may impact any forward-looking statements in this presentation.