What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-05-11 compared with 2025-04-30 · 42 added, 112 removed, 46 unchanged (77% of the section changed)

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

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

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

Our common stock is quoted on the OTCID

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.

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, 2026

1 unchanged sentence

FISCAL YEAR ENDED DECEMBER 31, 2024

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

5 unchanged sentences

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 April 28, 2025,

As of the close of business on May 11, 2026,

we had approximately 134 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.

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.

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.

Any future determination

4 unchanged sentences

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

Securities Authorized for Issuance under Equity Compensation Plans

Compensation Plan Information

Securities Authorized for Issuance under Equity Compensation

As of December 31, 2025, the Company had three

equity compensation plans:

the 2017 Stock Incentive Plan (the " 2017 Plan "), the 2019 Stock Incentive Plan (the " 2019

Plan "), and the 2022 Stock Incentive Plan (the " 2022 Plan ").

Each of the Plans was terminated effective December

31, 2025 pursuant to a resolution of the Board of Directors adopted on April 10, 2026.

As of December 31, 2025, there were no securities

issuable upon exercise of outstanding options, warrants, or rights under any of the Plans, and no securities remained available for future

issuance under the Plans.

The Company has no outstanding stock options.

Plan category

2 unchanged sentences

Weighted-average

exercise price of

exercise price

options, warrants

4 unchanged sentences

Equity compensation plans not approved by security holders

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

12 unchanged sentences

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 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

is terminated.

In the event of termination of employment for disability or death, the optionee or administrator of optionee’s estate

or transferee has six months following the date of termination to exercise options received at the time of disability or death.

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, 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

On March 11, 2019, the Board of Directors adopted

the 2019 Stock Incentive Plan (the “ 2019 Plan ”).

The purposes of the 2019 Plan are (a) to enhance our ability to attract

and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative

and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons

or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity

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 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.

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.

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

is terminated.

In the event of termination of employment for disability or death, the optionee or administrator of optionee’s estate

or transferee has six months following the date of termination to exercise options received at the time of disability or death.

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, 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

On March 18, 2022, the Board of Directors adopted

the 2022 Stock Incentive Plan (the “ 2022 Plan ”).

The purposes of the 2022 Plan are (a) to enhance our ability to attract

and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative

and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons

or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity

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 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.

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.

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

is terminated.

In the event of termination of employment for disability or death, the optionee or administrator of optionee’s estate

or transferee has six months following the date of termination to exercise options received at the time of disability or death.

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, 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

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.

Stock Options

1 unchanged sentence

Recent Sales of Unregistered Securities

During the year ended December

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

During the quarter ended December 31, 2025, 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