What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-04-30 compared with 2024-07-03 · 73 added, 120 removed, 85 unchanged (69% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the OTC Pink under

the symbol “ITOX.” The table below sets forth for the periods indicated the quarterly high and low bid prices as reported

by OTC Markets.

Our common stock is quoted on the OTC Pink under the

symbol “ITOX.” The table below sets forth for the periods indicated the quarterly high and low bid prices as reported by OTC

Limited trading volume has occurred during these periods.

These quotations reflect inter-dealer prices, without retail

mark-up, mark-down, or commission and may not necessarily represent actual transactions.

These quotations reflect inter-dealer prices, without retail mark-up,

mark-down, or commission and may not necessarily represent actual transactions.

FISCAL YEAR ENDING DECEMBER 31, 2025

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FISCAL YEAR ENDED DECEMBER 31, 2023

Our common stock is considered to be penny stock

under rules promulgated by the SEC.

Under these rules, broker-dealers participating in transactions in these securities must first deliver

a risk disclosure document which describes risks associated with these stocks, broker-dealers’ duties, customers’ rights and

Our common stock is considered to be penny stock under

rules promulgated by the SEC.

Under these rules, broker-dealers participating in transactions in these securities must first deliver a

risk disclosure document which describes risks associated with these stocks, broker-dealers’ duties, customers’ rights and

remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based

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of the stock and increase the transaction cost of sales and purchases of these stocks compared to other securities.

As of the close of business on June 26,

As of the close of business on April 28, 2025,

we had approximately 133 holders of our common stock.

The number of record holders was determined from the records of our

transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security

brokers, dealers, and registered clearing agencies.

The number of record holders was determined

from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various

security brokers, dealers, and registered clearing agencies.

We have appointed Issuer Direct, 1981 East 4800 South, Suite 100, Salt Lake

City, UT 84117, to act as transfer agent for the common stock.

We have never declared a cash dividend on our

common stock and our Board of Directors does not anticipate that we will pay cash dividends in the foreseeable future.

We have never declared a cash dividend on our common

stock and our Board of Directors does not anticipate that we will pay cash dividends in the foreseeable future.

Any future determination

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stock to convert limited quantities of preferred stock at favorable conversion prices in lieu of dividend payments.

Securities Authorized for Issuance under Equity Compensation

Securities Authorized for Issuance under Equity Compensation Plans

Compensation Plan Information

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Equity compensation plans not approved by security holders

8,322,212 (1)

Of the 24,522,212 shares remaining for future issuance under equity compensation plans, 15,100,000 shares of Common Stock have been awarded but are unvested.

Of the 19,522,212 shares

remaining for future issuance under equity compensation plans, 8,622,212 shares of Common Stock have been awarded but are unvested.

2017 Stock Incentive Plan

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2017 Plan, which are subject to adjustment in the event of stock splits, stock dividends, and other situations.

The 2017 Plan is administered by our board of

however, the board of directors may designate administration of the 2017 Plan to a committee consisting of at least two independent

Only employees of our Company or of an “Affiliated Company”, as defined in the 2017 Plan, (including members of

the board of directors if they are employees of our Company or of an Affiliated Company) are eligible to receive incentive stock options

under the Plan.

Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our

company or an Affiliated Company), and “Service Providers”, as defined in the 2017 Plan, are eligible to receive non-qualified

options, restricted stock units, and stock appreciation rights under the 2017 Plan.

All awards are subject to Section 162(m) of the Internal

Revenue Code.

No option awards may be exercisable more than

ten years after the date it is granted.

The 2017 Plan is administered by our board of directors;

however, the board of directors may designate administration of the 2017 Plan to a committee consisting of at least two independent directors.

Only employees of our Company or of an “Affiliated Company”, as defined in the 2017 Plan, (including members of the board

of directors if they are employees of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the

Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our company

or an Affiliated Company), and “Service Providers”, as defined in the 2017 Plan, are eligible to receive non-qualified options,

restricted stock units, and stock appreciation rights under the 2017 Plan.

All awards are subject to Section 162(m) of the Internal Revenue

No option awards may be exercisable more than ten

years after the date it is granted.

In the event of termination of employment for cause, the options terminate on the date of employment

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event of termination for any other reason other than for cause, disability or death, the optionee has 30 days to exercise his or her options.

The 2017 Plan will continue in effect until all

the stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until ten years after

its adoption, whichever is earlier.

Awards under the 2017 Plan may also be accelerated in the event of certain corporate transactions

such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of December 31, 2023, there were 3,547,788

shares of Common Stock issued with 952,212 remaining for awards under the 2017 Plan.

The 2017 Plan will continue in effect until all the

stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until ten years after its

adoption, whichever is earlier.

Awards under the 2017 Plan may also be accelerated in the event of certain corporate transactions such

as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of December 31, 2024, there were 3,547,788 shares

of Common Stock issued with, 952,212 remaining for awards under the 2017 Plan.

2019 Stock Incentive Plan

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to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.

The 2019 Plan is administered by our board of

however, the board of directors may designate administration of the 2019 Plan to a committee consisting of at least two independent

The 2019 Plan is administered by our board of directors;

however, the board of directors may designate administration of the 2019 Plan to a committee consisting of at least two independent directors.

Awards may be made under the Plan for up to 5,000,000 shares of common stock of the Company.

Only employees of our Company

or of an “Affiliated Company”, as defined in the 2019 Plan, (including members of the board of directors if they are employees

of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the 2019 Plan.

Employees of our Company

or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and

“Service Providers”, as defined in the 2019 Plan, are eligible to receive non-qualified options, restricted stock units, and

stock appreciation rights under the 2019 Plan.

Only employees of our Company or of an “Affiliated

Company”, as defined in the 2019 Plan, (including members of the board of directors if they are employees of our Company or of an

Affiliated Company) are eligible to receive incentive stock options under the 2019 Plan.

Employees of our Company or of an Affiliated

Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and “Service Providers”,

as defined in the 2019 Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under

the 2019 Plan.

All awards are subject to Section 162(m) of the Internal Revenue Code.

No option awards may be exercisable more than

ten years after the date it is granted.

No option awards may be exercisable more than ten

years after the date it is granted.

In the event of termination of employment for cause, the options terminate on the date of employment

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event of termination for any other reason other than for cause, disability or death, the optionee has 30 days to exercise his or her options.

The 2019 Plan will continue in effect until all

the stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until ten years after

its adoption, whichever is earlier.

Awards under the 2019 Plan may also be accelerated in the event of certain corporate transactions

such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of December 31, 2023, there were 3,330,000

shares of shares Common Stock awarded with 1,670,000 shares remaining for awards under the 2019 Plan.

The 2019 Plan will continue in effect until all the

stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until ten years after its

adoption, whichever is earlier.

Awards under the 2019 Plan may also be accelerated in the event of certain corporate transactions such

as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of December 31, 2024, there were 3,530,000 shares

of shares Common Stock awarded with 1,470,000 shares remaining for awards under the 2019 Plan.

2022 Stock Incentive Plan

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to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.

The 2022 Plan is administered by our board of

however, the board of directors may designate administration of the 2022 Plan to a committee consisting of at least two independent

The 2022 Plan is administered by our board of directors;

however, the board of directors may designate administration of the 2022 Plan to a committee consisting of at least two independent directors.

Awards may be made under the Plan for up to 20,000,000 shares of common stock of the Company.

Only employees of our Company

or of an “Affiliated Company”, as defined in the 2022 Plan, (including members of the board of directors if they are employees

of our Company or of an Affiliated Company) are eligible to receive incentive stock options under the 2022 Plan.

Employees of our Company

or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and

“Service Providers”, as defined in the 2022 Plan, are eligible to receive non-qualified options, restricted stock units, and

stock appreciation rights under the 2022 Plan.

Only employees of our Company or of an “Affiliated

Company”, as defined in the 2022 Plan, (including members of the board of directors if they are employees of our Company or of an

Affiliated Company) are eligible to receive incentive stock options under the 2022 Plan.

Employees of our Company or of an Affiliated

Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and “Service Providers”,

as defined in the 2022 Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under

the 2022 Plan.

All awards are subject to Section 162(m) of the Internal Revenue Code.

No option awards may be exercisable more than

ten years after the date it is granted.

No option awards may be exercisable more than ten

years after the date it is granted.

In the event of termination of employment for cause, the options terminate on the date of employment

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event of termination for any other reason other than for cause, disability or death, the optionee has 30 days to exercise his or her options.

The 2022 Plan will continue in effect until all

the stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until ten years after

its adoption, whichever is earlier.

Awards under the 2022 Plan may also be accelerated in the event of certain corporate transactions

such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of December 31, 2023, there were 14,300,000

shares of Common Stock awarded (including 11,200,000 shares awarded but unvested) with 5,700,000 shares remaining for awards under the

The 2022 Plan will continue in effect until all the

stock available for grant or issuance has been acquired through exercise of options or grants of shares, or until ten years after its

adoption, whichever is earlier.

Awards under the 2022 Plan may also be accelerated in the event of certain corporate transactions such

as a merger or consolidation or the sale, transfer or other disposition of all or substantially all our assets.

As of December 31, 2024, there were 8,100,000 shares

of Common Stock awarded (including 11,200,000 shares awarded but unvested) with 6,200,000 shares remaining for awards under the 2022

Stock Options

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Recent Sales of Unregistered Securities

Equity Financing Agreement

On November 1, 2021,

we entered into an Equity Financing Agreement with GHS Investments, LLC (“ GHS ”) for an equity line.

Although we are

not required to sell shares under the Equity Financing Agreement, the Equity Financing Agreement gives us the option to sell to GHS up

to $2,500,000 worth of our common stock, in increments, beginning on the first trading day after the effective date of this Registration

Statement and ending on the earlier of (i) the date GHS has purchased an aggregate of $2,500,000 of our common stock pursuant to the Equity

Financing Agreement, (ii) November 1, 2023, twenty-four months from the date of execution of the Equity Financing Agreement, or (iii)

upon mutual termination of the Equity Financing Agreement (the “ Open Period ”).

During the Open Period,

we may, in our sole discretion, deliver a put notice (“ Put Notice ”) to GHS which shall state the dollar amount requested

by us (the “ Put Amount ”) and number of shares intended to sell to GHS on a designated closing date.

The purchase price

(the “ Purchase Price ”) of the common stock sold pursuant to a Put Notice will be set at 90% of the lowest volume-weighted

average price of our common stock during the ten consecutive trading day period immediately preceding the date on which we deliver the

Put Notice to GHS.

We are obligated to deliver a number of shares to GHS equal to Put Amount divided by the Purchase Price in consideration

of the payment of the Put Amount.

Below is a table of all

puts made by the Company under the Equity Financing Agreement during the year ended December 31, 2023:

Number of Shares Sold

Total Proceeds, Net of Discounts

Effective Price per Share

The shares issued in

reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation

D under the Securities Act, based in part on the representations of the investor.

There were $1,084 in sales commissions paid to J.H.

Darbie & Co., Inc.

Darbie ”) pursuant to these transactions.

Preferred Equity Financing

with GHS Investments, LLC

On August 24, 2023, pursuant

to the terms of a Securities Purchase Agreement dated August 24, 2023 (the “ SPA ”), IIOT-OXYS, Inc., a Nevada corporation

(the “ Company ”), entered into a new preferred equity financing agreement with GHS Investments, LLC (“ GHS ”)

in the amount of $62,000.

The SPA provides for GHS’s purchase of 62 shares of Series B Convertible Preferred Stock (the “ Preferred

Stock ”), stated value $1,200 per share, for the purchase price of $62,000, or $1,000 per share.

Under the SPA, the Company

has issued 62 shares of Preferred Stock to GHS.

This sale was exempt under Rule 506(b) under Regulation D.

GHS is an “accredited

investor” as defined in Rule 501 under the Securities Act.

The Company did not engage in any general solicitation or advertising

in connection with the issuance of the Preferred Stock.

Selling commissions in the amount of

$1,240 were paid to J.H.

During the year ended December

31, 2024, there were no unreported unregistered sales of equity securities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity