I On Digital SEC Filings

I-ON Digital Corp. adopted the I-ON Digital Corp. 2026 Equity Incentive Plan by written consent of its majority shareholder on June 8, 2026. The plan establishes a Share Reserve of 38,000,000 shares of Common Stock and permits an automatic annual increase equal to 4% of outstanding capital stock beginning January 1, 2027 for up to ten years.

The Adoption was approved by the Company’s Chairman and Majority Shareholder, whose holdings represented approximately 57% of total voting power as of the Record Date. The record shows 34,106,784 shares of Common Stock, 5,403 shares of Series A Preferred and 595,000 shares of Series C Preferred outstanding as of June 8, 2026. The corporate action was taken by written consent and will be effected after the statutory 20 calendar day notice period following mailing.

I-ON Digital Corp. adopted a new 2026 Equity Incentive Plan, reserving 100,000 shares of its Series E Convertible Preferred Stock for employee, director, and consultant awards. The share reserve will automatically increase each January 1, for up to ten years, by 4% of capital stock outstanding on the prior December 31.

The company granted stock options for 66,750 Series E shares at an exercise price of $145 per share, based on a 500-to-1 conversion rate and a $0.29 common share price. Senior executives received time-based options plus additional performance-based options tied to milestones such as a Nasdaq uplisting, specific revenue and partnership targets, a bank acquisition of at least $500 million, and equity fundraising of at least $7.5 million, as well as strategic platform and market development goals. A further 20,750 Series E option grants went to other employees, consultants, and service providers.

I-ON Digital Corp. entered into an Assignment of Mineral Property Purchase Agreement, taking over a $25,000,000 mineral property purchase from Tall Ship Resource Development LLC, an entity controlled by its CEO. I-ON pays no consideration to Tall Ship but assumes all buyer obligations.

The Purchase Agreement covers rights to twenty-one of twenty-two unpatented BLM placer mining claims, spanning about 440 acres and containing an estimated 1–1.5 million ounces of in situ gold, plus other minerals. Payments include a $500,000 initial escrow deposit, with phased transfer of 11 claims at initial closing and 10 after the fourth installment.

I-ON must fund installments, escrow, NI 43-101 technical work, and development of a proposed processing mill. A related press release highlights a binding agreement for 20 BLM claims, financed through cash, Seller Finance, treasury-held IONau, and I-ON common stock, with closing and digitization targeted for Q3 2026, subject to remaining verification and customary conditions.

I-ON Digital Corp. director Patrick Joseph White disposed a total of 89,998 shares of common stock back to the company in two issuer transactions. On May 27, 2026, he returned 44,999 shares at $0.27 per share, followed by another 44,999 shares at $0.21 per share on May 29, 2026. After these dispositions to the issuer, he continues to hold 305,001 common shares directly.

I-ON Digital Corp. reported first quarter 2026 results, including net income of $4.15 million, mainly from gains on its digital-asset ecosystem and gold-backed tokenization activities. Core operating activities were small, with $27,000 in subscription revenue and $274,711 in digital asset yield income, and a loss from operations of $116,429.

The company recorded a $4.1 million gain on sale or exchange of digital assets, which drove positive net income and diluted EPS of $0.04 (basic EPS $0.12). Total assets reached $22.92 million, largely intangible assets tied to its ION.au gold-backed digital assets and internal-use software.

I-ON also improved its balance sheet by eliminating $781,000 of accrued interest, retiring $550,000 in loans payable, and settling $1.33 million in bridge loans and accrued interest using ION.au units. Stockholders’ equity rose to $18.41 million, and cash increased modestly to $193,012.

I-ON Digital Corp. reported a sharp swing to profitability in Q1 2026 driven by one-time gains, while its core operations remained loss-making and liquidity constrained. Revenue was modest at $27,000 under a treasury lease with GGBR, and the company posted a loss from operations of $391,139.

Net income reached $4,149,246, mainly from a $4,064,680 gain on exchanging ION.au gold-backed digital assets for pmUSD and xPM tokens and a $440,619 gain on settling defaulted bridge loans with ION.au units, plus $274,711 of DeFi yield income. Cash was $193,012 against total assets of $22,923,406, heavily concentrated in intangible digital assets.

Management explicitly states that recurring operating losses, negative operating cash flow and a working capital deficiency raise substantial doubt about I-ON’s ability to continue as a going concern, despite the quarter’s accounting gains. The company also relies on related-party funding, carries $907,610 of convertible notes with a Level 3 derivative liability of $790,312, and discloses ongoing material weaknesses in internal control over financial reporting.

I- Digital Corp. submitted a Form 12b-25 notice stating it cannot file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 by the prescribed due date of May 15, 2026. The company says it needs additional time to prepare and review the quarter-end financial statements and currently anticipates filing within the additional time allowed by Rule 12b-25.

I-ON Digital Corp. files its annual report describing a niche blockchain business focused on gold-backed digital certificates and real-world asset tokenization. Revenue grew to $433,012 in 2025 from $32,625 in 2024, mainly from a treasury lease and custody agreement supporting Goldfish Tokens.

Despite this growth, the company recorded operating expenses of $3,198,874 and has concluded there is substantial doubt about its ability to continue as a going concern without new capital. Management discloses material weaknesses in internal controls, heavy regulatory and technology risks around digital assets, and highly volatile, thinly traded OTC stock with significant potential dilution from preferred shares and related-party structures.

I- Digital Corp notified the SEC it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 by the prescribed due date of March 31, 2026. The company says it needs additional time to prepare and review the financial statements and currently expects to file within the additional time allowed under Rule 12b-25.