IIOT-OXYS, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Appointment On September 21, 2026, the Board of Directors (the “Board”) of IIOT-OXYS, Inc., a Nevada corporation (the “Company”), appointed Vidhyadhar Mitta to serve as a director of the Company, effective as of that date. Mr. Mitta previously served as a director of the Company. There are no arrangements or understandings between Mr. Mitta and any other persons pursuant to which he was appointed as a director of the Company. The Board does not have any committees, and accordingly Mr. Mitta has not been named to any committee of the Board. On October 30, 2025, the Company entered into a Debt Exchange Agreement (the “Mitta DEA”) with Mr. Mitta. Pursuant to the Mitta DEA, Mr. Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under the 12% Secured Convertible Promissory Note issued to Mr. Mitta on August 2, 2019 for 180 shares of Series E Preferred Stock. In addition, Mr. Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him. The closing of the Mitta DEA occurred on November 5, 2025. Other than the Mitta DEA, there are no transactions between the Company and Mr. Mitta that would be required to be reported under Item 404(a) of Regulation S-K.