I-ON Digital (IONI) 2025 10-K details gold tokenization growth but deep losses
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.
Positive
- None.
Negative
- Going concern uncertainty: Management concludes substantial doubt exists about the company’s ability to continue as a going concern due to recurring losses, significant cash use, and reliance on raising additional capital or related-party funding.
- Large losses versus modest revenue base: 2025 revenue of $433,012 is outweighed by operating expenses of $3,198,874, underscoring a business still far from scale profitability despite new tokenization agreements.
- Material internal-control weaknesses: The company reports material weaknesses in internal control over financial reporting, including inadequate control environment and limited GAAP/SEC expertise, raising risk of financial misstatements and delayed SEC reporting.
Insights
Rapid revenue growth is overshadowed by heavy losses, going-concern doubts, and concentrated, high-risk exposure to gold-backed tokenization.
I-ON Digital reports 2025 revenue of $433,012, up sharply from $32,625 in 2024, driven by a Master Treasury Lease and Custody Agreement supporting Goldfish Tokens backed by its ION.au digital gold assets. However, operating expenses reached $3,198,874, leaving a large operating loss.
Management explicitly states substantial doubt about the company’s ability to continue as a going concern, citing recurring losses, heavy cash use, and dependence on raising additional capital or related-party funding. Material weaknesses in internal control over financial reporting add further risk around financial accuracy and reporting delays.
The model is highly concentrated in gold-backed digital certificates and Orebits-derived AU assets, which rely on third-party geological data and evolving regulations for digital assets and securities. OTC trading is thin, ownership is concentrated, and multiple preferred series and related-party arrangements create dilution and governance risks. Future filings for periods after December 31, 2025 will be important to see whether new contracts or financings materially change this risk profile.
Key Figures
Key Terms
going concern financial
material weaknesses in our internal control over financial reporting financial
gold-backed digital certificates financial
Real World Asset tokenization financial
Master Treasury Lease and Custody Agreement financial
penny stock financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For
the fiscal year ended
For the transition period from ______________to ______________
Commission
File Number
(Exact name of registrant as specified in its charter)
(formerly known as I-ON Communications Corp.)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| OTC Markets LLC |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirement for the past 90 days. Yes ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7762(b)) by the registered public
accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
As
of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market
value of the common stock held by non-affiliates of the registrant was approximately $
As
of April 14, 2026 there were
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 8 |
| Item 1B. | Unresolved Staff Comments | 22 |
| Item 1C. | Cybersecurity | 22 |
| Item 2. | Properties | 22 |
| Item 3. | Legal Proceedings | 22 |
| Item 4. | Mine Safety Disclosures | 22 |
| PART II | ||
| Item 5. | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 23 |
| Item 6. | Selected Financial Data | 23 |
| Item 7. | Management’s Discussion and Analysis of Plan of Operation and Results of Operations | 24 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 8. | Financial Statements and Supplementary Data | 26 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 44 |
| Item 9A. | Controls and Procedures | 44 |
| Item 9B. | Other Information | 45 |
| PART III | ||
| Item 10. | Directors, Executive Officers, Promoters and Corporate Governance. | 45 |
| Item 11. | Executive Compensation | 47 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 48 |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 50 |
| Item 14. | Principal Accountant Fees and Services | 50 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 51 |
| SIGNATURES | 53 | |
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PART I
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and the information incorporated herein by reference contain forward-looking statements that involve a number of risks and uncertainties, many of which are beyond our control. Although our forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, these forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.”
In some cases, you can identify forward-looking statements by terms such as “anticipates”, “believes,” “estimates,” “intends”, “plans”, “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” “designed to,” “designed for,” or other variations or similar words or language. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements include, but are not limited to, statements under the captions “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as other sections in this Annual Report on Form 10-K. We discuss many of the risks associated with the forward-looking statements in this Annual Report on Form 10-K in greater detail under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. You should be aware that the occurrence of any of the events discussed under the caption “Risk Factors” and elsewhere in this report could substantially harm our business, results of operations and financial condition and that if any of these events occurs, the trading price of our common stock could decline and you could lose all or a part of the value of your shares of our common stock.
The cautionary statements made in this report are intended to be applicable to all related forward-looking statements wherever they may appear in this Annual Report on Form 10-K. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Except as required by law, we assume no obligation to update our forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise.
This Annual Report on Form 10-K also contains estimates, projections and other information concerning our industry, our business, and the markets for our product candidates, as well as data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. As used in this Annual Report on Form 10-K, unless the context indicates or otherwise requires, “I-ON,” “our company,” “the Company,” “we,” “us,” and “our” refer to I-ON Digital Corp., a Delaware corporation.
You should read the following together with the more detailed information regarding our company, our common stock and our financial statements and notes to those statements appearing elsewhere in this report or incorporated by reference. The SEC allows us to “incorporate by reference” information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this report.
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Item 1. Business.
About I-ON
I-ON develops and provides solutions for digitizing and securitizing real-world assets (RWA). We convert fully documented proof of ownership into secure, asset-backed digital certificates, making it easier to establish value and enable financial transactions readily applicable to a wide range of asset types. Our platform uses a proprietary blockchain platform employing smart contracts, workflow automation, and artificial intelligence (AI) to digitize ownership records and geological data relative to recoverable gold, precious metals, and mineral asset reserves. These digital certificates allow value to be transferred through what is, essentially speaking, a newer class of financial instruments.
Within its commitment to “digitizing and securitizing” real-world assets, I-ON’s digitization process converts a range of related and pertinent records into secure digital format for easier management and increased operational efficiency, whereas securitizing the asset transforms an illiquid asset into tradable, regulated financial instruments, further enabling liquidity, risk transfer, and investment by third parties.
Strategy Overview
In late 2023, I-ON materially expanded its market presence by acquiring the legacy gold-backed assets, patent and patents-pending portfolio, trademarks, and core intellectual property of Orebits Corp. This acquisition allowed us to advance our product delivery capabilities and launch a new and expanded digital asset platform (DAP) that, in addition to facilitating the development of blockchain-based, asset-backed digital instruments, also serves as a market-ready digital interface platform for banks, broker-dealers, and other financial firms. The platform supports receiving, managing, settlement and reporting on digital assets.
In 2025, I-ON continued to develop its digital asset management capabilities, further allowing I-ON to enter multiple revenue producing third-party agreements. As we now look to grow our revenue generating client base, primarily with the deployment of our legacy IONau gold-backed digital asset, we will also explore opportunities in new markets and with a greater range of asset classes.
Products and Services
I-ON is, at its core, a financial technology company building a secure, transparent, and compliant digital asset ecosystem for institutions and investors – using its proprietary blockchain, smart contracts, and AI to verify ownership, confirm asset reserves (Proof-of-Reserves/POR), and ensure responsible handling of digital assets from the point of initial capture through settlement and reporting cycles. I-ON’s blockchain platform deploys its asset-backed digital certificates, by design, to carry recognized value, and continuously improve liquidity, while its zero-trust (“never trust, always verify”) security architecture supports the secure digitization of ownership records, mineral asset and assignment rights for proven gold and other precious metals reserves – converting them into compliant digital tokens that can be readily transferred or traded in the marketplace.
I-ON generates revenue through licensing fees, service charges, and transaction fees related to asset digitization, escrow and custody services, and a growing intellectual property portfolio, with offerings designed for adoption by established institutions in banking, financial services, and technology. Through strategic partnerships and a continued focus on data privacy and identity security, I-ON is working to modernize how sensitive digital-based financial data is managed, verified, and protected – further positioning itself as a recognized leader in secure digital identity solutions for banks, financial institutions, and fintech providers in both U.S. and international markets.
Competition
I-ON competes with a range of U.S. and global digital solutions providers, many of which have greater brand recognition and financial resources. As digital products and services become more prevalent across industries, competition is expected to grow. I-ON will need to continuously differentiate itself by improving its core platforms and staying ahead of industry developments.
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Research and Development
Given the nature of our technology platform – which includes hybrid (public-private) blockchain and digital asset workflow systems – continuous research and development is a core priority. This is especially important as regulations around digital asset movement, custody, settlement, and reporting continue to evolve. I-ON will continue to build partnerships with service providers that meet high standards of integrity, expertise, and capability in developing our products and services. I-ON’s most recent developmental upgrades included capital investments in cross-chain interoperability designed to ensure data security and integrity across a range of institutional and agency blockchain-based delivery points.
Sales and Marketing
Our sales and marketing strategy focuses on two primary audiences. The first is claim holders with validated rights to proven gold reserves – gold that has been discovered and is economically viable to mine – who want to create digital representations of their ownership for buying, selling, trading, or using as collateral.
The second audience is institutional buyers and high-net-worth investors in banking and financial services who are interested in acquiring gold-backed digital assets for use in their investment portfolios. Further enhancing the growth potential within the banking and financial services sectors, is I-ON ability to license I-ON’s Digital Asset Platform for use in developing new digital asset classes, subject to meeting I-ON Digital’s compliance and servicing protocols.
As we now move beyond I-ON’s early-stage development, our marketing strategy has transitioned, beyond building awareness, to one of sharing actual client-user case and real time experiences. Beyond this, we will continue to employ target audience outreach and educational initiatives via digital channels and social media. We will place particular emphasis on reaching institutional clients with messaging centered on transparency, trust, compliance and service quality.
Market and Industry Analysis
In 2025, the digital asset industry continued to grow, driven by greater institutional acceptance and advances in technology. I-ON further positioned itself at the forefront of this expansion through continuous development of enhanced security, investment in strengthening and improving the performance of our digital asset architecture, and in focused product development, particularly in gold-backed digital securities.
The market for tokenizing real-world assets (RWA) is growing rapidly. Gold digitization is a particularly promising segment: by putting gold on a blockchain, it becomes easier to originate and settle transactions in real time, invest in and hold fractional amounts, and verify authenticity. These features are attractive to both institutional and retail investors, especially during periods of economic uncertainty and inflation.
I-ON has positioned itself as a leader in this space through its blockchain infrastructure, compliance framework (including identity verification and anti-money laundering protocols), and its direct gold-backed token model. Each token on our platform is linked to verified in-situ Gold Reserves with full transparency around custody and audits. Our compliance-first approach and enterprise-grade security increasingly make I-ON a trusted choice for clients seeking to operate in digital asset markets globally.
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Intellectual Property
We actively protect and license our intellectual property related to digital asset infrastructure, including technologies for gold and precious metals digitization. Our strategy focuses on building a secure, fast, and institutional-grade ecosystem for digital securitization and banking. The Company plans to generate revenue from transaction fees and continues to grow its IP portfolio to support new financial models.
Our commercial success may increasingly depend in part on obtaining and maintaining patent protection, defending those patents against third-party challenges, and enforcing them against competitors and infringers. Our intellectual property is protected to the extent it is covered by valid patents or maintained as trade secrets — though there is no guarantee that pending applications will result in issued patents or that existing patents will fully protect us from competition.
We also rely on trade secrets, trademarks, service marks, trade names, copyrights, and licenses from third parties to protect our intellectual property.
Technology and Innovation
In 2025, I-ON expanded its foundational Digital Asset Platform to offer new services for banks and financial intermediaries, including improved asset management, custody, and digital securities reporting. This platform leverages our next generation blockchain technology to improve transaction security and processing speed.
Our technology also supports environmental sustainability by enabling gold reserves to be monetized without physical extraction. Through strategic partnerships, we continue to refine our platform to meet institutional and regulatory standards.
As the real-world asset tokenization market matures, success will depend on trust, transparency, and regulatory alignment. I-ON aims to be a first mover and long-term leader in gold digitization by combining blockchain innovation, regulatory compliance, and verified real-world asset backing in a single, cohesive platform.
Key differentiators in I-ON’s market position include:
Blockchain Infrastructure Built for Institutional Trust – I-ON’s platform uses distributed ledger technology with enterprise-grade infrastructure to create secure, permanent records of asset ownership and movement. This gives institutions and individual investors alike the confidence they need, particularly in gold markets where authenticity and custody are critical.
Compliance-Embedded Identity Verification – I-ON has built Know Your Customer (KYC) and Anti-Money Laundering (AML) protocols directly into its platform. This allows both institutions and individual investors to be onboarded, with related transaction history reported on in a compliant, verifiable way — addressing one of the biggest risks in the real-world asset instruments sector.
Gold-Backed Tokens Tied to Proven Reserves – Unlike synthetic tokens or loosely backed financial products, each I-ON token is cryptographically linked to a specific quantity of physical Gold Reserves, with full transparency around custody, reporting and auditing. Investors can be confident the digital asset reflects genuine, real-time tangible value.
Flexible Token Utility – I-ON’s gold-backed tokens are designed to be more than a store of value. By integrating with digital banking platforms, these tokens can be used in collateralized lending, payments, and foreign and domestic settlements — turning traditionally static gold holdings into an active financial tool.
Strategic Partnerships and Ecosystem – Through partnerships with technology providers, custodians, and blockchain infrastructure companies – including Instruxi and others – I-ON is building a scalable, interoperable, and compliance-focused ecosystem that bridges traditional commodity markets with modern digital finance.
To support and ensure confidence in the broader operational structure and execution capacity of I-ON, the company will continue to expand full-time staff, utilize independent contractors, and technical specialists who are committed provide hands-on support of corporate operations, blockchain infrastructure, and related IT systems.
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Government Regulation
I-ON operates in a heavily regulated environment and must comply with a range of federal, state, and international regulations covering digital assets, data security, and privacy. We believe we are currently in compliance with applicable regulations and reporting requirements and have programs in place to maintain compliance going forward, including audits and monitoring systems designed to identify and address potential issues proactively.
The regulatory environment for digital assets and blockchain technology is changing rapidly, and new rules could materially affect our business. We are closely monitoring legislative and regulatory developments, particularly those related to the security, transferability, and monetization of digital assets.
To date, no regulatory actions or notifications have been filed against I-ON. We remain committed to maintaining high compliance standards and will continue to invest in our compliance capabilities to protect our operations and our shareholders.
Employees
As of December 31, 2025, I-ON had five total employees, four full-time and one part-time. I-ON’s ability to efficiently mange human capital expense is materially enhanced by its long-term strategic partnership with Instruxi Limited. Instruxi manages all phases of I-ON’s Digital Asset Ecosystem, inclusive of I-ON’s Blockchain platform, Smart Contract issuance and Tokenization. ION regularly engages dedicated professional Project Managers to lead critical business verticals in the areas CRM, Investor Relations, and Mineral Asset Acquisition & Management.
Our History and Corporate Information
I-ON Digital Corp. (the “Registrant” or “Company”), was incorporated under the laws of the State of Delaware in 2013 as ALPINE 3 Inc. Subsequently, the Company’s name was changed to “Evans Brewing Company, Inc.” in 2014, to “I-ON Communications Corp.” in 2018 and to “I-ON Digital Corp.” in 2019.
Recent History
On October 30, 2023, the Company entered into a Contribution and Exchange Agreement (the “Orebits Agreement”) with Orebits Acquisition Group LLC “(OAG”), a Wyoming limited liability company, which is a special purpose vehicle controlled by Carlos Montoya, our Chief Executive Officer. In June 2023, OAG had acquired a controlling interest in Orebits Corp., a Delaware corporation whose prior business operations included deploying proprietary technology to digitize, market and manage gold-backed digital securities. Pursuant to the terms of the Orebits Agreement, the Company exchanged 910,000 Series C Convertible Preferred Shares of I-ON Digital Corp. in exchange for 910,000 shares of outstanding common stock of Orebits Corp., representing the 100% controlling interest in Orebits Corp. With the transaction, the Company assumed ownership of 9,700 Orebits AU certificates which Orebits Corp. referred to as “Orebits.AU Gold Backed Digital Assets”. The Company further assumed control of trademarks, patent and patent-pending rights previously owned or controlled by Orebits Corp. In assuming control of the 9,700 Orebits AU certificates when combined with 180 Orebits AU certificates previously residing on the books of the Company, the total number of all Orebits.AU Gold Backed Digital Assets held by the Company stood at 9,880. Residing on the Company’s proprietary Hybrid Blockchain Platform, the asset is generally referred to by the Company as an ION.au Gold Backed Digital Asset.
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In 2025 I-ON executed multiple Business Services Agreements involving commercial deployment and distribution of ION.au. The subject commercial agreements involve the use of ION.au as a vault-based asset, licensed in support of gold-backed stablecoins further staked by third-party issuers, for collateral and pricing support, to I-ON’s Gold-backed Digital Asset. In the support of these contracts, I-ON utilizes a secure Digital Wallet and Custodial Services platform operated independently by UK-based Fireblocks. Of the principal ION.au backed token issuers, RAAC.io (pmUSD) and GGBR Goldfish (Goldfish), each compensates I-ON utilizing the London Market (LBMA) Gold Price on either of a yield-based and/or effective purchase price basis. Under a separate agreement with Toronto based Marshall Zehr, I-ON has authorized the use of ION.au for collateral hypothecation and/or Surety-based support for international lending transactions.
Other Information
Our principal executive offices are located at 1244 N. Stone Street, Unit #3, Chicago, IL 60610 and our telephone number is (866) 440-2278. We can be contacted by email at info@iondigital.com. Our corporate website address is www.iondigitalcorp.com, to which we regularly post copies of our press releases as well as links to reports that we have filed with the Securities and Exchange Commission (“SEC”), which are available free of charge as soon as reasonably practicable after being filed electronically or furnished to the SEC. Information contained on or accessible through our website is not a part of this Annual Report on Form 10-K or our other filings with the SEC.
The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, Room 1580, NE Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Item 1.A Risk Factors.
Our business, financial condition, operating results and prospects are subject to the following risks. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and our stockholders may lose all or part of their investment in the shares of our common stock.
Risks Specific to Our Business
We have concluded that substantial doubt exists about our ability to continue as a going concern, and if we cannot raise additional capital or generate sufficient cash flows, we may be forced to significantly curtail or cease operations.
There is risk that we may be unable to realize our assets and discharge our liabilities in the normal course of business. We have incurred recurring losses and used significant cash in operations, and we expect to continue to incur losses as we develop and commercialize our platform. Our plans to raise additional capital, secure related-party funding, and execute additional commercial term sheets may not be successful or may be available only on terms that are highly dilutive or otherwise unfavorable. If we cannot obtain sufficient financing or generate adequate cash flows, we may have to significantly curtail, suspend, or cease operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and the going concern footnote to our consolidated financial statements for further details.
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We have identified material weaknesses in our internal control over financial reporting; if we fail to remediate them timely and effectively, we could suffer additional errors in our financial statements, delayed SEC reporting, higher audit costs, and loss of investor confidence.
We have identified material weaknesses in our internal control over financial reporting related to an inadequate control environment, insufficient segregation of duties, limited IT controls, and limited accounting resources with U.S. GAAP and SEC reporting expertise. Until these weaknesses are remediated, there is an increased risk that errors in our financial statements may occur and not be prevented or detected on a timely basis. Remediation will require time, attention, and resources, including recruiting qualified personnel and enhancing policies and procedures. If we fail to remediate these weaknesses timely and effectively, we could experience errors in our financial reporting, delays in our SEC filings, increased audit and compliance costs, and loss of investor confidence. See Item 9A. “Controls and Procedures” for a discussion of identified material weaknesses and our remediation plans.
If we fail to successfully execute on our business plan or if digital assets and blockchain do not become widely used on a mass scale, our results of operations could be adversely affected.
We currently design, develop, and acquire technologies to deploy fully compliant, institutional-level ecosystems that fuel financial asset digitization, safe and secure value transfer, and data and identity sovereignty for financial and data-driven transactions. Our ability to succeed depends on the success of our continued development and expansion of our product and service offerings. There are various risks related to these efforts, including the risk that these efforts may not provide the expected benefits in our anticipated time frame, if at all, and may prove costlier than expected; and the risk of adverse effects to our business, results of operations and liquidity if past and future undertakings, and the associated changes to our business, do not prove to be cost effective or do not result in benefits at the levels that we anticipate. There is no assurance that a digital asset ecosystem will develop as we anticipate or develop on a mass scale at all, or that our business model will achieve the expected results. To be successful over time, we may need to change our business model. Any such efforts may not be successful.
Due to unfamiliarity and some negative publicity associated with digital asset and blockchain technology, the general public may lose confidence in digital asset or blockchain technology.
Products and services that are based on digital assets are relatively new. Many players in the industry are unlicensed, unregulated, operate without supervision by any governmental authorities, or do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. As a result, the general public may lose confidence in digital asset and blockchain technology, including associated data center operations like ours.
Since the inception of the crypto economy, numerous digital asset and digital asset businesses and platforms have been sued, investigated, or shut down due to fraud, illegal activities, the sale or issuance of unregistered securities, manipulative practices, business failure, and security breaches.
In addition, there have been reports that a significant amount of digital asset trading volume is fabricated and false in nature, with a specific focus on unregulated platforms, products and services located outside the United States. Such reports may indicate that the market for products and services utilizing digital assets and other digital assets is significantly smaller than otherwise understood.
Negative perception, a lack of stability and standardized regulation in the crypto economy, and the closure or temporary shutdown of platforms utilizing digital assets due to fraud, business failure, hackers or malware, or government mandated regulation may reduce confidence in the crypto economy and result in greater volatility of the prices of assets, including significant depreciation in value. Any of these events could have a material and adverse impact on our business, financial condition and results of operations.
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Market acceptance of digital assets and blockchain technology is critical to our success and revenue generation.
Our products and services involve innovative technologies that may not gain widespread adoption among our target user base. Negative public perception, a lack of understanding of blockchain technologies, or a decline in the use of digital assets due to regulatory, technological, or competitive factors could significantly limit our ability to attract or retain customers. Furthermore, our growth depends not only on the acceptance of our current technology but also on our ability to anticipate and develop new technologies that meet evolving market demands. Failure to achieve broad market acceptance can limit our revenue streams and adversely impact our financial condition and operational results.
Our gold-backed digital certificates depend on third-party geological assessments, title records, and regulatory permissions that we do not control; if those inputs prove inaccurate or are later restricted, certificate values could be impaired and our revenue model could be materially adversely affected.
The value and enforceability of our gold-backed digital certificates depend on third-party geological assessments, title and lien searches, and regulatory permissions relating to underlying mineral rights and reserves that we do not control and may be difficult to verify. Reserve estimates can change due to updated studies, commodity-price movements, or regulatory or environmental constraints. If reserves are overstated, encumbered, or become uneconomic to develop, or if underlying rights are disputed, certificates could decline materially in value, we could face customer or counterparty claims, and we could be required to record impairment charges. We rely on third-party reports and do not use “proven” in a technical sense under mining disclosure standards applicable to operating mining companies; we are not a mining issuer and do not control underlying extraction. The concentration of intangible assets recognized from our Orebits-related AU certificates further increases the potential impact of any adverse change in these assumptions. See the intangible-assets note to our consolidated financial statements.
Demand for and the value of our gold-backed certificates are sensitive to the price of gold and to market dislocations that could adversely affect our revenues and results of operations.
Demand for and the value of our gold-backed certificates are sensitive to changes in the market price and liquidity of gold. Rapid declines in gold prices or dislocations between physical markets and digital-asset venues could reduce onboarding and/or require us to adjust pricing or collateralization terms, any of which could adversely affect our revenues and results of operations. Basis risk between physical gold markets and any venues on which our certificates may trade could further exacerbate volatility in certificate values. Sudden market dislocations could also trigger impairment charges related to our AU certificate holdings.
Concerns about the environmental impacts of blockchain technology could adversely impact usage and perceptions of digital assets or our services and offerings.
Because we are unable to influence or predict future regulatory actions taken by federal, state, local or foreign governments, we may have little opportunity or ability to respond to rapidly evolving regulatory positions which may have a materially adverse effect on our industry and, therefore, our business and results of operations. If further extreme regulatory action is taken by various government entities, our business may be negatively affected.
Regulatory environments across jurisdictions are rapidly evolving, and we are subject to laws and regulations affecting the blockchain and digital assets industry, which are often complex and contradictory. The lack of harmonization in regulations can create challenges, including limitations on our operations and increased compliance costs. Future legislative or regulatory actions could severely impact our business model, requiring extensive changes to our operations and strategies. This uncertainty in the regulatory landscape poses a significant risk to our ongoing and future business initiatives.
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Our reliance on third-party service providers and technology vendors subjects us to risks outside our direct control.
We depend on third-party service providers for critical components of our operations, including cloud infrastructure, blockchain indexers and node operators, key-management providers, data-room and storage providers, KYC/AML vendors, payment processing, and custody or escrow agents. Any disruption, degradation, or breach affecting these providers could materially impair our ability to deliver services to our customers. Unilateral pricing changes, service deprecations, or compliance-program failures by these vendors could cause outages or compliance violations for us. We cannot guarantee that our third-party providers will maintain adequate security protocols, remain financially viable, or continue to offer their services on commercially reasonable terms. Many of our vendor agreements contain termination rights that could be exercised with limited notice, and our audit rights over vendor operations may be limited. A failure by any key vendor could result in service interruptions, financial losses, regulatory scrutiny, and reputational harm that could have a material adverse effect on our business, financial condition, and results of operations. Industry experience demonstrates that vendor compromises can result in indirect losses for companies in our sector. Substituting vendors may require material re-engineering and regulatory approvals, which cannot be completed rapidly.
Our ability to maintain banking relationships and broker-dealer partnerships is critical to our business, and termination or de-risking by key partners could materially disrupt our operations.
Our business model contemplates providing a digital front-end for banks and broker-dealers, and we rely on banking relationships for fiat on- and off-ramps. Partner de-risking, changes in risk appetite, or supervisory guidance could interrupt these relationships, delay integrations, or impose new control expectations that increase costs. Termination by a single key banking or broker-dealer partner could have disproportionate effects on our operations and ability to serve customers. Replacing such partners can be time-consuming and may not be available on comparable terms. Regulatory actions discouraging banks from doing business with digital-asset companies could further limit our access to critical financial services.
We face intense and growing competition from well-funded companies and established financial institutions entering the digital asset space.
The digital asset and blockchain technology industry is intensely competitive and rapidly evolving. We compete with a range of companies, from early-stage startups to large, well-capitalized technology companies and established financial institutions that have significantly greater financial, technical, marketing, and other resources than we do. Several major financial institutions, including banks, broker-dealers, and asset managers, have announced initiatives to offer digital asset trading, custody, and tokenization services. Additionally, previously unregulated digital asset platforms are increasingly seeking regulatory approvals to operate as licensed broker-dealers and exchanges. These competitors may be able to devote greater resources to research and development, marketing, and customer acquisition, and may be able to offer products and services at lower prices or with more attractive features. If we are unable to compete effectively, our market share, revenue, and growth prospects could be materially and adversely affected.
We depend on key personnel, and the loss of key executives or inability to attract qualified talent could adversely affect our business.
Our success depends in significant part upon the continued service of our senior management team and key technical personnel, who have specialized knowledge of our products, technologies, and industry. The loss of one or more of these individuals, or the inability to attract and retain additional qualified personnel, could delay or prevent the successful development and commercialization of our products and services. Competition for skilled employees in the blockchain and digital asset industry is intense, and we may not be able to attract or retain sufficient qualified personnel on acceptable terms. We do not maintain key-person life insurance policies on any of our executive officers. Any loss of key personnel could have a material adverse effect on our business, financial condition, and results of operations.
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Cybersecurity breaches and data privacy violations could significantly disrupt our operations and expose us to financial liability and reputational harm.
Cybersecurity and data privacy are critical aspects of our operations, given our reliance on digital technologies to provide services and interact with clients. We face significant risks related to security breaches, data loss, and other cyber incidents that could compromise the integrity and confidentiality of our proprietary and customer data. Such incidents could expose us to legal penalties, financial losses, and reputational damage. Despite our efforts to enhance our cybersecurity measures and comply with applicable data protection laws, the inherent risks associated with cybersecurity breaches continue to pose a significant threat to our operations. As we expand our digital offerings, the potential vectors for attacks increase. A breach could result in substantial financial and reputational damage, including legal liabilities and erosion of customer trust. Our incident-response and disaster-recovery capabilities have limitations, including the possibility that data restoration points may not capture in-flight transactions or recent changes, creating a risk of partial data loss even after recovery. Third-party security audits and penetration tests reduce but do not eliminate residual risk, and adversaries may exploit zero-day vulnerabilities in widely used libraries or tools beyond our control. Our continued investment in advanced security measures and training is critical to mitigate these risks.
Additionally, the management and security of private cryptographic keys is essential to our operations and the safeguarding of any digital assets under our control or custody. If private keys are lost, destroyed, or compromised by third parties, we or our customers may be unable to access the associated digital assets, and such assets may be permanently unrecoverable. Unlike traditional financial assets, transactions on blockchain networks are generally irreversible, meaning that digital assets transferred as a result of a security breach cannot be recovered through conventional means. We do not currently maintain insurance coverage that would fully compensate us or our customers in the event of a loss of digital assets resulting from a cybersecurity incident, theft, or operational error. The absence of comprehensive insurance protection could expose us to significant financial losses in the event of a breach or other adverse event. Digitization is currently limited to unextracted in-ground gold reserves.
If we or our third-party custodians fail to safeguard customer digital assets, or if a custodian becomes insolvent and customer assets are not treated as bankruptcy-remote, we and our customers could suffer losses that our insurance would not cover, and we could face regulatory action and significant reputational harm.
If we hold or control customer digital assets or keys, we may be required to recognize corresponding safeguarding assets and liabilities and to maintain policies, procedures, and capital to support such obligations. We also rely on third-party custodians and wallet providers. In the event of a custodian failure or insolvency, customer assets may not be treated as bankruptcy-remote and could be delayed, frozen, or lost. Digital assets are not protected by FDIC insurance, SIPC, or similar regimes. Losses from a security breach, operational error, or insolvency event could exceed our insurance coverage, if any, and could result in customer claims, regulatory scrutiny, and reputational harm.
Rapid advancements in technology may outpace our current cybersecurity measures.
The technology sector continues to evolve at a rapid pace, with significant advancements in areas such as quantum computing and AI. These technologies, while offering numerous benefits, also pose new security challenges that could potentially compromise our existing cybersecurity measures. Quantum computing, in particular, could render traditional encryption methods obsolete, exposing us to increased risks of cyber-attacks and data breaches. Our ability to continually update our cybersecurity infrastructure in line with these advancements is critical to protecting our assets and maintaining customer trust. Failure to effectively adapt to these technological changes could result in significant operational disruptions and financial losses.
The potential impact of rapid advancements in technology includes operational disruptions, increased compliance costs, and potential loss of revenue. Additionally, failure to adequately address this risk could harm our reputation and investor confidence. We are actively monitoring these developments and are committed to implementing strategies designed to mitigate these risks, including investing in advanced security technologies.
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Smart contracts and blockchain protocols on which we rely may contain vulnerabilities or defects that could result in loss of assets or operational disruption.
Our products and services may interact with or rely upon smart contracts and blockchain protocols developed by us or by third parties. Smart contracts are self-executing code deployed on blockchain networks that, once deployed, typically cannot be modified. If a smart contract contains coding errors, design flaws, or unforeseen vulnerabilities, it could be exploited by malicious actors, resulting in the loss, theft, or freezing of digital assets, or the disruption of platform operations. The immutable nature of blockchain technology means that such errors may be difficult or impossible to correct once deployed. Furthermore, smart contract audits and code reviews, while valuable, cannot guarantee the identification of all vulnerabilities. We intend to follow a stated governance process for material smart-contract changes, but emergency patches may be deployed without advance notice. Unexpected network forks or splits could disrupt operations, and we may suspend certain activities pending clarity, which could cause delays or losses for customers. Any exploitation of smart contract vulnerabilities could result in significant financial losses, regulatory scrutiny, and reputational harm, and could have a material adverse effect on our business and results of operations.
Blockchain networks on which we operate are susceptible to attacks, including 51% attacks, double-spend attacks, and other forms of manipulation.
The integrity of blockchain networks depends on the decentralized consensus mechanisms that validate transactions. These networks are potentially vulnerable to various forms of attack, including 51% attacks (in which a single entity gains control of a majority of the network’s computing or staking power), double-spend attacks, selfish mining, and race condition attacks. A successful attack on a blockchain network could allow malicious actors to reverse transactions, prevent new transactions from being confirmed, or otherwise compromise the integrity of the network. Although certain blockchain networks have implemented measures to reduce the likelihood of such attacks, no assurance can be given that such measures will be effective. Any successful attack on a blockchain network that we rely upon could result in the loss or theft of digital assets, a loss of confidence in the network, and a material adverse effect on our business, financial condition, and results of operations.
Risks Related to Securities Markets and Investments in Our Securities
Our executive officers and certain stockholders possess the majority of our voting power, and through this ownership, control our Company and our corporate actions.
Our current executive officers, directors and largest stockholders of the Company, held approximately 51% of the voting power of the outstanding shares of our capital stock as of December 31, 2024. These officers, directors and certain stockholders have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. This concentrated ownership enables them to control strategic transactions, the timing of capital raises, and board composition. The interests of our executive officers and certain shareholders may give rise to a conflict of interest with the Company and the Company’s other stockholders. Concentrated ownership may also reduce public float, limit trading liquidity, and make our common stock less attractive to certain institutional investors, which could constrain our ability to raise capital on favorable terms. For additional details concerning voting power please refer to the section below entitled “Description of Securities.”
We have engaged in transactions with related parties, and these transactions may not reflect arm’s-length terms; conflicts of interest could arise that our policies may not fully address.
We have engaged in transactions with related parties, including the contribution and valuation of AU certificates, and expect to continue to rely on related-party funding. These transactions may not reflect terms that would be available from unaffiliated third parties, and conflicts of interest could arise in the negotiation, valuation, or approval of such transactions. Although we maintain policies and intend to enhance board oversight of related-party matters, these measures may not eliminate actual or perceived conflicts, and we could face regulatory scrutiny or litigation. Future financing or asset transfers with affiliates could trigger heightened scrutiny and potential litigation risk.
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Issued and outstanding series of convertible preferred shares, which if exercised, could significantly dilute existing stockholders.
We have historically undertaken and may in the future need to undertake equity, equity-linked or debt financings to secure additional funds. In such prior financings, we have created and issued several series of convertible preferred stock with rights, preferences and privileges superior to those of holders of our common stock. If we raise additional funds through the creation and future issuances of equity, warrants, convertible preferred stock or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Similarly, if the existing holders of those issued and outstanding series of convertible preferred stock were to exercise their rights and convert those shares to common stock, our existing stockholders could suffer significant dilution.
Liquidity of our common stock has been limited.
Our common stock is quoted on OTC Markets under the symbol “IONI”. The liquidity of our common stock is very limited and is affected by our limited trading market. The OTC Market is an inter-dealer market much less regulated than the major exchanges, and is subject to abuses, volatilities and shorting. There is currently no broadly followed and established trading market for our common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded. These trading limitations may also constrain our ability to raise capital on favorable terms, limit investor-relations engagement with institutional investors, and reduce the price stability that counterparties may require for integration partnerships.
The trading volume of our common stock may be limited and sporadic. This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they may tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our common stock while on the OTC Markets may not necessarily be a reliable indicator of its fair market value.
Because we became public by means of a “reverse business combination,” we may not be able to attract the attention of major brokerage firms.
There may be risks associated with us becoming public through a “reverse business combination.” Securities analysts of major brokerage firms and securities institutions may not provide coverage of us because there were no broker-dealers who sold our stock in a public offering that would be incentivized to follow or recommend the purchase of our common stock. The absence of such research coverage could limit investor interest in our common stock, resulting in decreased liquidity. No assurance can be given that established brokerage firms will, in the future, want to cover our securities or conduct any secondary offerings or other financings on our behalf. This lack of coverage may further constrain our ability to meet minimum investor-relations expectations of prospective institutional partners and limit our access to growth capital.
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Our stock price may be volatile.
The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:
| ● | the concentration of the ownership of our shares by a limited number of affiliated stockholders may limit interest in our securities; | |
| ● | limited “public float” with a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock; | |
| ● | additions or departures of key personnel; | |
| ● | loss of a strategic relationship; | |
| ● | variations in operating results that fall below the expectations of securities analysts or investors; | |
| ● | announcements of new products or services by us or our competitors; | |
| ● | reductions in the market share of our products; | |
| ● | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; | |
| ● | investor perception of our industry or prospects; | |
| ● | insider selling or buying; | |
| ● | investors entering into short sale contracts; | |
| ● | regulatory developments affecting our industry; and | |
| ● | changes in our industry; | |
| ● | competitive pricing pressures; | |
| ● | our ability to obtain working capital financing; | |
| ● | sales of our common stock; |
| ● | our ability to execute our business plan; | |
| ● | revisions in securities analysts’ estimates or reductions in security analysts’ coverage; and | |
| ● | economic and other external factors. |
Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.
In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
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Our common stock is subject to price volatility unrelated to our operations.
Our operations are significantly influenced by the economic conditions and the stability of the financial markets. Fluctuations in these markets, especially those impacting digital assets, can adversely affect our investment value, operational costs, and revenue streams. Economic downturns, increased market volatility, and adverse financial market conditions could have a disproportionate impact on our strategic operations and financial performance.
A decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity, our operations and strategic plans. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.
Concentrated ownership of our common stock creates a risk of sudden changes in our common stock price.
The sale by any shareholder of a significant portion of their holdings could have a material adverse effect on the market price of our common stock.
Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.
A substantial majority of the outstanding shares of Common Stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.
We do not plan to declare or pay any dividends to our stockholders in the near future.
We have not declared any dividends in the past, and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. Additionally, any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.
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The requirements of being a public company may strain our resources and distract management.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the Securities Act. These rules, regulations and requirements are extensive. We may incur significant costs associated with our public company corporate governance and reporting requirements. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.
Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.
A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business. In particular, we expect to adopt new accounting guidance that will require certain crypto assets to be measured at fair value with changes recognized in earnings. This change may increase the volatility of our reported results and require additional valuation controls, data sources, and resources. If we hold AU certificates or other crypto assets on our balance sheet, our period-to-period results may fluctuate materially due to fair-value changes. If our controls and processes related to crypto-asset valuation are not effective, we could experience financial-reporting errors or delays.
The carrying amount of our intangible assets may be subject to impairment, which could result in material non-cash charges and impair our access to capital.
The carrying amount of our intangible assets—particularly AU certificates and acquired intellectual property—may be impaired if cash-flow assumptions, marketability, or legal enforceability change. Our financial statements and independent auditor’s report highlight intangible-asset impairment as a critical audit matter given the concentration of these assets. Impairment charges could be material and non-cash but could also impair our access to capital by reducing reported equity and signaling uncertainty to investors and lenders. See the significant-accounting-policies and intangible-assets notes to our consolidated financial statements for further information on the assumptions underlying our intangible asset valuations.
The federal and state tax treatment of our certificates and related transactions may be uncertain, and changes or clarifications could impose new withholding or information-reporting obligations.
The federal and state tax treatment of our certificates and related transactions may be uncertain, and changes or clarifications could impose new withholding, backup-withholding, or information-reporting obligations on us or distribution partners. Penalties can apply for failures even where interpretive uncertainty exists. Potential broker-reporting rules for digital assets could impose significant operational and compliance costs. If we expand into non-U.S. markets, we may face cross-border withholding or VAT/GST exposures. Any adverse tax determination or new reporting requirements could increase our costs, reduce customer demand, and have a material adverse effect on our business and results of operations.
“Penny Stock” rules may make buying or selling our common stock difficult.
Trading in our common stock has previously been subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from affecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock. These constraints may also limit our ability to raise capital on favorable terms and support the price stability that prospective institutional partners or counterparties may require for commercial engagements.
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Adverse macroeconomic conditions, interest rate fluctuations, and geopolitical instability could negatively impact our business and the broader digital asset market.
Our business and the digital asset industry are sensitive to macroeconomic conditions, including inflation, rising interest rates, recession, and geopolitical instability. Periods of economic uncertainty may reduce investor appetite for speculative and emerging-technology investments, decrease trading volumes and digital asset valuations, and limit our ability to raise capital on favorable terms. Changes in interest rates may affect the attractiveness of digital assets relative to traditional fixed-income investments. Geopolitical events, including international conflicts, trade restrictions, and sanctions regimes, may disrupt financial markets and create volatility that could have a disproportionate impact on smaller companies such as ours. Any prolonged deterioration in macroeconomic conditions could have a material adverse effect on our business, financial condition, and results of operations.
Risks Related to Our Intellectual Property Rights
It may be difficult and costly to protect our intellectual property rights, and we cannot ensure the protection of these rights.
Our commercial success depends, in part, on obtaining and maintaining patent protection for our technologies, products and processes, successfully defending these patents against third-party challenges and successfully enforcing these patents against third-party competitors. Proprietary rights relating to our current and potential products will be protected from unauthorized use by third parties only to the extent that they are covered by valid and enforceable patents or are effectively maintained as trade secrets. Patents owned by or licensed to us may not afford protection against competitors, and pending patent applications now or hereafter filed by us or our licensors may not result in patents being issued.
Our patents or patent applications, or those licensed to us, if issued, may be challenged, invalidated or circumvented, and the rights granted thereunder may not provide proprietary protection or competitive advantages to us against competitors with similar technology. Furthermore, our competitors may independently develop similar technologies or duplicate any technology developed by us.
If we cannot maintain the confidentiality of our proprietary technology and other confidential information, our ability to receive patent protection and our ability to protect valuable information owned by us may be imperiled. Litigation may be necessary to assert claims of infringement, to enforce patents issued to us, to protect trade secrets or know-how owned by us, or to determine the scope and validity of the proprietary rights of others. In addition, interference, derivation, post-grant oppositions, and similar proceedings may be necessary to determine rights to inventions in our patents and patent applications. Litigation or similar proceedings could result in substantial costs to and diversion of effort by us and could have a material adverse effect on our business, financial condition and results of operations. These efforts by us may not be successful.
We also rely on our know-how, trade secrets, and continuing technological innovation to develop and maintain our proprietary and competitive position. However, know-how and trade secrets are difficult to protect. While we require and continue to intend to require employees, academic collaborators, consultants and other contractors to enter into confidentiality agreements, we may not be able to adequately protect our trade secrets or other proprietary or licensed information. There can be no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or be independently discovered by competitors. To the extent that our employees, consultants or contractors use intellectual property owned by others in their work for us, disputes may also arise as to the rights in related or resulting know-how and inventions.
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We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting and defending patents on product candidates in all countries and jurisdictions throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States could be less extensive than those offered in the United States. Consequently, we may not be able to prevent third parties from appropriating our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions.
Competitors may use our technologies in jurisdictions where we do not have, or where we do not pursue and obtain, patent protection to develop their own products and further, may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States. These products may compete with our product, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Even if we pursue and obtain issued patents in particular jurisdictions, our patent claims or other intellectual property rights may not be effective or sufficient to prevent third parties from competing.
Further, the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of some countries, particularly developing countries, do not favor the enforcement of patents and other intellectual property protection. This could make it difficult for us to stop the infringement of our patents, if obtained, or the misappropriation of our other intellectual property rights. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. Additionally, many countries limit the enforceability of patent against third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Further, patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries.
Moreover, proceedings to enforce our patent rights, or those of our licensors or partners, in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our in-licensed patents, or any patents that we may own in the future, at risk of being invalidated or interpreted narrowly, could put our owned or in-licensed patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
If we fail to obtain or maintain patent protection or trade secret protection for our product candidates or our technologies, third parties could use our proprietary information, which could impair our ability to compete in the market and adversely affect our ability to generate revenues and attain profitability.
We may also rely on the trademarks we may develop to distinguish our products from the products of our competitors. We cannot guarantee that any trademark applications filed by us or our business partners will be approved. Third parties may also oppose such trademark applications, or otherwise challenge our use of the trademarks. In the event that the trademarks we use are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. Further, we cannot provide assurance that competitors will not infringe the trademarks we use, or that we will have adequate resources to enforce these trademarks.
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We may be subject to claims of intellectual property infringement by third parties, which could be costly and disruptive.
Third parties may assert patent, copyright, trademark, or other intellectual property claims against us, alleging that our technologies, products, or services infringe on their proprietary rights. The digital asset and blockchain technology industry has experienced an increase in intellectual property litigation as the sector matures and the number of issued patents grows. Defending against infringement claims, regardless of their merit, can be time-consuming and expensive and could divert management’s attention from our core business operations. If we are found to have infringed on a third party’s intellectual property rights, we may be required to pay substantial damages, obtain licenses, modify our products, or cease certain operations. Any of these outcomes could have a material adverse effect on our business, financial condition, and results of operations.
Risks Related to Governmental Regulation and Enforcement
Regulatory changes or actions may alter the nature of an investment in us or restrict the use of digital assets in a manner that adversely affects our business, prospects, or operations.
As digital assets have grown in both popularity and market size, governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while some jurisdictions, such as the United States, subject the mining, ownership and exchange of digital assets to extensive, and in some cases overlapping, unclear and evolving regulatory requirements.
For example, in January 2023, the Federal Reserve, Office of the Comptroller of the Currency, and FDIC issued a joint statement effectively discouraging banks from doing business with clients in digital-asset industries, which could potentially create challenges regarding access to financial services. In January 2023, the Federal Reserve also issued a policy statement broadening its authority to cover state-chartered institutions. Moreover, in January 2023, the White House issued a statement cautioning deepening ties between digital-assets and the broader financial system. Meanwhile, the SEC has announced several actions aimed at curtailing activities it deems sales of unregistered securities.
However, also during January 2023, the U.S. House of Representatives announced its first ever Financial Services Subcommittee on Digital Assets and the intention to develop a regulatory framework for the use and trade of digital assets and related financial services products in the United States. Bipartisan leadership of the Senate Banking Committee announced a similar objective.
Given the difficulty of predicting the outcomes of ongoing and future regulatory actions and legislative developments, it is possible that they could have a material adverse effect on our business, prospects or operations.
Our gold-backed digital certificates, related rights, or aspects of our platform could be deemed “securities” under U.S. federal or state securities laws, which could require registration, impose transfer restrictions, or require that certain activities be conducted by registered broker-dealers.
Our gold-backed digital certificates, related rights, or aspects of our platform could be deemed to involve “securities” under U.S. federal or state securities laws, which could require registration or qualification of offerings, impose transfer restrictions, or require that certain activities be conducted by registered broker-dealers or on registered or exempt trading systems. The regulatory analysis of whether a digital asset constitutes a security is complex, fact-specific, and continues to evolve. If regulators determine that any of our activities should have been registered or conducted differently, we could be subject to investigations, enforcement actions, rescission or damages claims, and penalties, and we might be required to suspend offerings or modify our products, distribution channels, or platform features, any of which could be costly and time-consuming. Delays or denials of necessary approvals from the SEC, FINRA, or state regulators could materially delay commercialization. We distinguish between our role and the roles of any broker-dealers or alternative trading systems with whom we may partner, but these distinctions may not be accepted by regulators.
| 20 |
Our interactions with a blockchain may expose us to specially designated nationals (“SDN”) or blocked persons and new legislation or regulation could adversely impact our business or the market for digital assets.
We are subject to economic and trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). OFAC requires us to comply with its sanctions program and not conduct business with persons named on its Specially Designated Nationals (“SDN”) list. Because blockchain transactions can obscure the identity of transacting parties through pseudonymity, there is a residual risk that we could, despite screening controls, inadvertently engage in a prohibited transaction with persons named on OFAC’s SDN list or other blocked or sanctioned parties. Our Company’s policy prohibits any transactions with such SDN individuals, and we take commercially reasonable steps to avoid such transactions through sanctions screening, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to our digital asset activities. Detection of a prohibited transaction can trigger frozen assets, disclosure obligations, and penalties even where intent is absent. Moreover, there is a risk that some bad actors will continue to attempt to use digital assets as a potential means of avoiding federally imposed sanctions, such as those imposed in connection with the Russian invasion of Ukraine. If a prohibited transaction occurs, we could be required to block or reject transactions, make regulatory reports, and face civil or criminal penalties, any of which could be costly and damage our reputation.
We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the digital asset industry, or the potential impact of the use of digital assets by SDN or other blocked or sanctioned persons, which could have material adverse effects on our business and our industry more broadly. Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock.
Certain activities we contemplate, including facilitating the movement of fiat currency into and out of wallets, converting between digital assets and fiat currency, and transmitting value among customer accounts, may require us or our vendors to register as a money services business with FinCEN and to obtain money transmitter or similar licenses in multiple U.S. states and territories, and failure to obtain or maintain required licenses could force us to suspend operations in particular states.
Certain activities we contemplate, including facilitating the movement of fiat currency into and out of wallets, converting between digital assets and fiat currency, and transmitting value among customer accounts, may require us or our vendors to register as a money services business (“MSB”) with the Financial Crimes Enforcement Network (“FinCEN”) and to obtain money transmitter or similar licenses in multiple U.S. states and territories. State licensing requirements vary, can be triggered by control or transmission of value even when done through vendors, and can include examinations, net-worth and bonding requirements, change-of-control approvals, and per-state product reviews. Licensing is complex, costly, and time-consuming, and requirements differ by jurisdiction. Failure to obtain or maintain required licenses could result in enforcement actions, fines, penalties, and the cessation of operations in certain jurisdictions. Additionally, the regulatory classification of digital asset activities continues to evolve, and activities that are not currently subject to licensing requirements may become so in the future, which could materially increase our compliance costs and affect our ability to offer certain products and services.
Our activities could be deemed to require registration under the Investment Company Act of 1940 or compliance with custody rules under the Investment Advisers Act of 1940, which could impose significant regulatory obligations and require us to restructure our operations.
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Depending on how we structure our holdings and services, we could be deemed to be an investment company under the Investment Company Act of 1940 or to have custody under the Investment Advisers Act of 1940, which would impose significant registration, custody, capitalization, and compliance obligations. Given our concentration of intangible assets, our contemplated fee models, and the potential to hold digital assets on behalf of customers or partners, there is a risk that our activities could be characterized as investment company activity or that our relationships could bring us or our affiliates within the Advisers Act custody or qualified custodian rules. If our activities are found to require such registrations or compliance, we may be required to restructure or limit our operations, which could be costly and delay or reduce our growth.
We are exposed to counterparty and credit risk, and the failure of significant counterparties could adversely affect our financial condition.
In the course of our business, we may enter into agreements and transactions with various counterparties, including financial institutions, technology providers, digital asset exchanges, and other market participants. The failure of any significant counterparty to fulfill its contractual obligations could result in financial losses and disruption to our operations. The digital asset industry has experienced several high-profile counterparty failures, including the collapses of major exchanges and lending platforms, which have resulted in billions of dollars in losses across the industry. We may not be able to adequately assess the creditworthiness or financial stability of our counterparties, and the lack of comprehensive regulatory oversight in certain segments of the digital asset industry may increase counterparty risk. Any counterparty default could have a material adverse effect on our business, financial condition, and results of operations.
Failure to maintain effective internal controls could result in regulatory sanctions, loss of investor confidence, and a decline in the market price of our common stock.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. As disclosed in Item 9A. “Controls and Procedures,” we have identified material weaknesses in our internal controls. If we are unable to remediate these weaknesses effectively, we may be unable to produce accurate financial statements on a timely basis, which could result in regulatory sanctions, loss of investor confidence, and a decline in the market price of our common stock. Remediation of any material weakness could require significant time and resources. Several of our peer companies in the digital asset industry have disclosed material weaknesses in their internal controls, underscoring the heightened risk faced by smaller public companies operating in a rapidly evolving technological and regulatory environment.
Item 1B. Unresolved Staff Comments
Not applicable
Item 1C. Cybersecurity.
Item 2. Properties.
Our principal place of business and corporate headquarters is located at 1244 N. Stone Street, Unit #3, Chicago, Illinois, which we lease on a month-to-month basis. We believe that our current office is sufficient in size for current and future operations.
Item 3. Legal Proceedings.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
| 22 |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is traded on the OTC Markets under the trading symbol “IONI.” The following table lists the high and low sale information for our common stock as quoted on the OTC Markets for the fiscal years ended December 31, 2024 and 2025:
| Price Range | ||||||||
| Quarter Ended | High ($) | Low ($) | ||||||
| December 31, 2025 | $ | 1.0000 | $ | 0.6000 | ||||
| September 30, 2025 | $ | 2.0000 | $ | 0.5700 | ||||
| June 30, 2025 | $ | 0.8300 | $ | 0.2800 | ||||
| March 31, 2025 | $ | 0.4100 | $ | 0.2000 | ||||
| December 31, 2024 | $ | 0.4900 | $ | 0.1500 | ||||
| September 30, 2024 | $ | 1.4700 | $ | 0.3500 | ||||
| June 30, 2024 | $ | 2.0700 | $ | 0.2200 | ||||
| March 31, 2024 | $ | 0.4800 | $ | 0.2000 | ||||
The above quotations from the OTC Markets reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
Record Holders
The number of record holders of our common stock as of December 31, 2025, was approximately 700 based on information received from our transfer agent. This amount excludes an indeterminate number of shareholders whose shares are held in “street” or “nominee” name with a brokerage firm or other fiduciary.
Dividends
We have not paid or declared any cash dividends on our common stock and we do not anticipate paying dividends on our common stock for the foreseeable future.
Recent Sales of Unregistered Securities
None
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis together with our financial statements and the related notes thereto included in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that involve risks and uncertainties. For a complete discussion of forward-looking statements, see the section above entitled “Forward Looking Statements.” Our actual results could differ materially from those expressed or implied in any forward-looking statements as a result of various factors, including those set forth under the caption “Item 1A. Risk Factors.”
Overview
I-ON is a leading-edge developer and provider of asset-digitization and securitization solutions engineered to provide a secure, fast, transparent, and institutional-grade digital asset ecosystem. We specialize in digitizing documentary evidence of ownership into secure, asset-backed digital certificates, thus bringing liquidity and recognized value to a diverse array of asset classes. Our cutting-edge technology includes a hybrid blockchain architecture that incorporates state-of-the-art smart contracts and sophisticated workflow management, inclusive of AI technologies. This system enables the digitization of ownership instruments records for recoverable gold, precious metals, and mineral reserves, transforming them into digital certificates that facilitate value transfer through innovative asset-backed financial instruments.
In 2023 and 2024, I-ON continued to expand its market presence and plans for future product offerings. During this period, we notably acquired Orebits’ gold digitization patent and patent-pending portfolio, trademarks, brand marks, and core intellectual property (see Note 1 of the Notes to Financial Statements). This acquisition has allowed us to enhance our capabilities and broaden our plans for future service offerings, particularly through a new Digital Asset Platform (DAP) designed as a “digital front-end” for banks, broker-dealers, and other financial intermediaries. This platform supports the receipt, management, and reporting of digital assets, reinforcing our commitment to innovation in the banking, financial technology, and mineral asset industries.
The Real World Asset tokenization market is rapidly evolving, with gold digitization and asset-backed securities emerging as a standout segments. I-ON’s ability to unlock the liquidity of reserves still in the ground, enhance transparency, and offer fractional ownership of a time-tested store of value has positioned the company at the forefront of this movement by combining next-generation blockchain technology, robust compliance frameworks, and through its strategic technology partnerships with Instruxi Ltd, Chainlink, Fireblocks and other leading “web 3” technology providers, allowing to expand its service offering and enhance its gold digitization patents. I-ON’s technological edge has deepened its presence in the rapidly evolving RWA tokenization, asset digitization, and asset-backed digital assets marketplace.
Building on evolving capacity and momentum, I-ON expanded its Digital Asset Platform to serve banks and financial intermediaries with advanced tools for asset management, transaction processing, and digital securities reporting. The platform can now deliver faster, more secure blockchain-powered transactions, while also enabling the monetization of in-ground gold without physical extraction—supporting broader sustainable finance initiatives. Strategic partnerships and a regulatory-focused mindset continue to drive innovation, allowing I-ON to meet institutional standards while setting new benchmarks in digital asset infrastructure. These advancements are expected to fuel revenue growth and position I-ON as a long-term leader in the digitization and tokenization of real-world assets.
Results of Operations
Net Sales
The sales for the years ended December 31, 2025 and 2024 were $433,012 and $32,625, respectively. During the prior year, the Company subleased its license to a related party for one year from April 2023 through March 2024 for an annual fee of $130,500. The Company received the full amount and recorded it as deferred revenue which was recognized ratably into revenue over the twelve-month licensing period beginning in April 2023, thus explaining the $32,625 of sales to related parties for the year ended December 31, 2024.
In July 2025, the Company entered into a Master Treasury Lease and Custody Agreement (“MTLCA”) with GGBR Inc. (“GGBR”). Under the agreement, the Company enables GGBR’s minting, issuance, and management of gold-backed digital tokens (“Goldfish Tokens”) by providing its ION.au Gold-backed Digital Assets (“ION.au”) as collateral to back the Goldfish Tokens. The purpose of the arrangement is to support the Company’s digital treasury operations and tokenization platform and resulted in $433,012 worth of revenue during the year ended December 31, 2025. The reason of the significant change in revenue was the MTLCA commenced in July 2025, so no revenue was recognized under this arrangement in the prior year.
Cost of Sales
The cost of sales for the years ended December 31, 2025 and 2024 were $0 and $21,000, respectively. The costs recognized in the prior year for the license subleased to a related party was recognized over the same period revenue was generated, from April 2023 through March 2024. The Company incurred no costs during the current year related to the MTLCA with GGBR.
Gross Profit
The gross profit for the years ended December 31, 2025 and 2024 was $433,012 and $11,625, respectively. This was explained in the Net Sales and Cost of Sales discussion above.
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Operating Expenses
Operating expenses consist of professional fees and general and administrative expenses.
Operating expenses for the years ended December 31, 2025 was $3,198,874, containing $2,034,686 of professional fees and $1,164,188 of general and administrative expenses. Comparing with the year ended December 31, 2024, the operating expenses were $1,293,730, containing $574,049 of professional fees and $719,681 of general and administrative expenses.
The increase in operating expenses was due to overall growth efforts to expand the Company’s operations and offerings which resulted in increased professional fees, travel expenses, computer and internet expenses, payroll expenses, and amortization during the year ended December 31, 2025.
Other Income (Expense)
For the year ended December 31, 2025, the Company recognized interest expense of $124,244, compared to $547,385 for the year ended December 31, 2024.
The interest expense relates to loans obtained in November 2023 totaling $550,000, which had initial maturity dates in November of 2024 and were recorded with a debt discount at inception of $87,970 that was amortized over the original one-year term ($76,974 recognized in 2024) and had bonus interest of $550,000 recognized over the one-year term ($470,411 recognized in 2024). Additionally, during 2024 the loans were amended to extend the maturity date to June 30, 2025 and the modification was recorded as a debt extinguishment, therefore there was additional interest of $110,000 recognized as a loss on debt extinguishment.
During 2025 no amortization of the debt discount was recorded, but there was penalty interest of $121,000 recognized as a result of the loans going into default during the year and the Company recognized $3,244 worth of interest in conjunction with entering into a new convertible note. During the year ended December 31, 2025, the Company also recorded a write-off of legal expenses of $6,114, which was recorded as a gain on debt extinguishment.
For the year ended December 31, 2024, the Company exchanged 50 units of Orebits for 2 units of Bitcoin, resulting in a gain on exchange of intangible assets of $25,682, and subsequently sold the 2 units of Bitcoin for cash proceeds of $120,425, resulting in a gain on sale of intangible assets of $3,795. No similar transactions occurred during the year ended December 31, 2025.
Liquidity and Capital Resources
As of December 31, 2025 the Company had its cash of $158,193 and a working capital deficit of $3,764,016. The Company’s limited cash balance and working capital deficit, along with recurring losses and cash used in operations, raise substantial doubt about its ability to continue as a going concern without additional financing.
Operating Activities
Net cash used in operating activities was $997,981 for the year ended December 31, 2025, compared to $1,055,135 used during the same period in 2024. The decrease was primarily attributable to a non-cash stock compensation of $1,359,250 in 2025 compared to no similar expense in 2024, partially offset by changes in accrued expenses, prepaid expenses, and other working capital accounts.
Investing Activities
Net cash used in investing activities was $19,334 for the year ended December 31, 2025, consisting primarily of platform upgrades to the Company’s ION Digital Hybrid Blockchain Platform. In the prior-year period, investing activities provided $120,425, mainly from proceeds related to the sale of intangible assets.
Financing Activities
Net cash provided by financing activities totaled $905,413 for the year ended December 31, 2025, compared to $1,168,730 in the year ended December 31, 2024. The decrease was primarily due to more repayments to related parties during the current year. The Company continues to rely on related party funding to support ongoing operations and development activities and makes payments to related parties as cash flows allow.
Critical Accounting Estimates
Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to the financial statements. We have identified the accounting policies in Note 2 that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.
Recently Issued Accounting Standards
Management has carefully considered the recently issued accounting pronouncements that altered generally accepted accounting principles, refer to our disclosure in Note 2 to the financial statements
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
| 25 |
Item 8. Financial Statements and Supplementary Data
| Index to Consolidated Financial Statements | Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID # |
27 | |
| Consolidated Financial Statements | ||
| Consolidated Balance Sheets | 28 | |
| Consolidated Statements of Operations | 29 | |
| Consolidated Statements of Stockholders’ Equity | 30 | |
| Consolidated Statements of Cash Flows | 31 | |
| Notes to Consolidated Financial Statements | 32 |
| 26 |
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
I-ON Digital Corp.
Opinion on the Financial Statements
Going Concern
The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has suffered recurring losses, has reported cash used in operations, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to I-ON Digital Corp. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. I-ON Digital Corp. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Intangible Assets Impairment (Note 2 and Note 6)
The Company evaluates intangible assets for impairment by first evaluating for impairment indicators, which requires significant judgment, and then, if necessary, completing a recoverability test to compare the carrying value of each asset with the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the assets, which can depend on estimates and assumptions. If the carrying amount is in excess of the undiscounted cash flows the Company calculates a fair value for the asset, which can also be based on subjectivity, estimates, and judgments, and ensures the carrying amount is not in excess of its fair value.
During our audit we identified potential intangible asset impairment as a risk of material misstatement, as the intangible assets had balances and disclosures that were material to the financial statements. In order to test the Company’s intangible asset for impairment, we had to analyze each material intangible asset and use significant auditor judgment and subjectivity to review impairment indicators based on Company operations and the nature of the intangible assets, which required significant audit effort.
Revenue from Contracts with Customers (Note 2 and Note 3)
The Company’s primary source of revenue during fiscal year ended December 31, 2205 consisted of fees earned by deploying intangible assets under management to a third-party to provide ION.au gold-backed digital assets as collateral for digital tokens created by the third-party. The Company earns a revenue share based on third-party sales of the digital tokens and consideration paid by the third party includes cash and digital tokens that are leased back to the third-party.
During our audit we identified a risk of improper revenue recognition and a risk that digital asset transactions were improperly recorded, as the Company had entered into a new contract with a customer during the year under audit, which resulted in balances and disclosures that were material to the financial statements. In order to test the revenue recognition related to the contract, as well as the accounting for the digital tokens received as consideration, we had to analyze the contract in detail to evaluate it for proper accounting, as well as test the valuation of the noncash consideration received. The testing of this unique transaction required substantial audit effort to address the significant risks identified.
| /s/ |
|
| We have served as I-ON Digital Corp.’s auditor since 2024. | |
| April 15, 2026 |
| 27 |
I-ON Digital Corp.
Consolidated Balance Sheets
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other receivable | - | |||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accrued expenses | $ | $ | ||||||
| Accrued interest | ||||||||
| Deferred revenue | - | |||||||
| Due to related parties | ||||||||
| Convertible notes payable, net of discount | - | - | ||||||
| Derivative liability | - | |||||||
| Loans payable, in default | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders’ Equity | ||||||||
| Preferred stock Series A - $ | - | - | ||||||
| Preferred stock Series E - $ | - | - | ||||||
| Preferred stock Series C - $ | ||||||||
| Preferred stock, value | ||||||||
| Common stock - $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
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I-ON Digital Corp.
Consolidated Statements of Operations
| 2025 | 2024 | |||||||
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | - | |||||
| Net sales – related party | - | |||||||
| Net sales | - | |||||||
| Total Revenues | ||||||||
| Cost of sales | - | |||||||
| Gross profit | ||||||||
| Operating expense: | ||||||||
| Professional fees | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from continuing operations | ( | ) | ( | ) | ||||
| Other income (expenses): | ||||||||
| Interest expenses | ( | ) | ( | ) | ||||
| Gain (loss) on debt extinguishment | ( | ) | ||||||
| Gain on sale of intangible assets | - | |||||||
| Gain on exchange of intangible assets | - | |||||||
| Total other income (expenses), net | ( | ) | ( | ) | ||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Net income (loss), basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares, basic and diluted | ||||||||
See accompanying notes to the consolidated financial statements.
| 29 |
I-ON Digital Corp.
Consolidated Statements of Stockholders’ Equity
For the Years Ended December 31, 2024 and 2025
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Series A | Series A to be issued | Series E | Series C | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | - | - | - | | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred stock – series A | - | - | - | ( | ) | ( | ) | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Common stock issued for cashless warrant exercise | - | - | - | - | - | - | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||||||||
Series C preferred stock converted into common stock | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | - | - | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
Series C preferred stock converted into common stock | - | - | - | - | - | (150,000 | ) | ( | ) | ( | ) | - | - | |||||||||||||||||||||||||||||||||||||||
| Issuance of stock for services | - | - | - | - | - | - | 3,442 | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | - | - | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
See accompanying notes to the consolidated financial statements.
| 30 |
I-ON Digital Corp.
Consolidated Statements of Cash Flows
| 2025 | 2024 | |||||||
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash from operating activities: | ||||||||
| Stock-based compensation (non-cash) | - | |||||||
| Amortization | ||||||||
| Accretion of debt discount | - | |||||||
| Derivative recorded as loan fees | - | |||||||
| (Gain) loss on debt extinguishment | ( | ) | ||||||
| Gain on sale of intangible assets | - | ( | ) | |||||
| Gain on exchange of intangible assets | - | ( | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Other receivable | ( | ) | - | |||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Accrued interest | ||||||||
| Deferred revenue | ( | ) | ||||||
| Total net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from sale of intangible assets | - | |||||||
| Purchase of intangible assets | ( | ) | - | |||||
| Total net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from convertible notes payable | - | |||||||
| Advances from related parties | ||||||||
| Repayments to related parties | ( | ) | ( | ) | ||||
| Total net cash provided by (used in) financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Taxes paid | $ | - | $ | - | ||||
| Supplemental disclosure of non-cash flow information: | ||||||||
| Write-off of fully amortized intangible assets no longer in use | $ | $ | - | |||||
| Issuance of Series A preferred stock | $ | - | $ | |||||
| Series C preferred stock converted into common stock | $ | $ | ||||||
| Debt discount recorded for convertible notes | $ | $ | - | |||||
| Common stock issued for cashless warrant exercise | $ | - | $ | |||||
See accompanying notes to the consolidated financial statements.
| 31 |
I-ON Digital Corp.
Notes to Consolidated Financial Statements
NOTE 1. Organization and Operations
I-ON Digital Corp. (the “Company”) is engaged in providing digital-based enterprise solutions, including the digitization and custody of digital tokens and other asset-based digital securities on the block chain.
On
December 15, 2023, the Company consummated its previously announced transaction contemplated by that certain Contribution and Exchange
Agreement, dated as of October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits
Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company acquired
NOTE 2. Summary of Significant Accounting Policies
The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Basis of Presentation
The consolidated financial statements included herein have been prepared by the Company pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Basis of Consolidation
The consolidated financial statements include the accounts of I-On Digital Corp. and its wholly owned subsidiary Orebits. All significant intercompany transactions and balances have been eliminated in consolidation. Subsidiaries are entities over which the Company has control, typically through a majority voting interest. The Company consolidates entities in which it holds a controlling financial interest, as defined by Accounting Standards Codification (ASC) 810, Consolidation.
| 32 |
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has reported recurring losses, cash used in operations, and has a net capital deficiency as of December 31, 2025. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
As of December 31, 2025, the Company believes that its investment in the development of ION Digital Hybrid Blockchain Platform will allow it to project and plan forward for a period of increasing revenues based on fee-driven digitization activities involving both closely held and third-party gold claims. During the third and fourth quarters of 2025 the Company concluded multiple revenue-based commercial agreements as previously contemplated. Consummation of these transactions resulted in an immediate increase in revenue, as recorded by the Company in 2025.
The
Company’s business prospects have changed since the new management took control of operations in January 2023. Since the new ownership
took over the Company, management commenced new initiatives in technology development and acquisitions. Management currently intends
to conduct one or more private placements during the balance of 2025 to raise up to $
Use of Estimates in the Preparation of Financial Statements
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 1: Identify the contract with the customer; 2: Identify the performance obligations in the contract; 3: Determine the transaction price; 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when the Company satisfies a performance obligation.
Revenue
for the year ended December 31, 2024 ($
The Company’s primary source of revenue during the year ended December 31, 2025, consisted of fees earned by deploying assets under management under its Master Treasury Lease and Custody Agreement (“MTLCA”) with GGBR Inc. (“GGBR”). Under the MTLCA arrangement, the Company, performing in its role as the Lessor under the MTLCA, enables GGBR’s minting, issuance, and management of gold-backed digital tokens (“Goldfish Tokens”) by providing its ION.au Gold-backed Digital Assets (“ION.au”) as collateral to back the Goldfish Tokens. Under the MTLCA the Company’s single performance obligation is to provide vault access to the ION.au, however, the Company earns royalties on GGBR’s sales of Goldfish Tokens, therefore revenue is recognized when Goldfish Tokens are sold by GGBR, at the point at which the Company is entitled to receive consideration.
| 33 |
Consideration
received in advance of Goldfish Token sales is recorded as a contract liability and recognized as revenue when the Company is
entitled to receive consideration. For the year ended December 31, 2025, the Company recognized $
Cash and Cash Equivalents
The
Company considers all money market funds and highly liquid financial investments with original maturities of three months or less when
acquired to be cash equivalents. As of December 31, 2025 and 2024 we had
Intangible Assets
Intangible assets represent non-physical assets that lack a physical substance but have value. These assets are typically long-term in nature and can include items such as patents, trademarks, copyrights, digital assets, and software. When the Company acquires an intangible asset, it is recorded either at cost, fair value, or at historical cost. The fair value is used if the asset is acquired from an entity not under common control in a business combination, and the historical cost is used if the asset is acquired from an entity under common control. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives.
The estimated useful lives of the respective asset categories are as follows:
Schedule of Estimated Useful Lives of Asset Categories
| Development costs | ||
| Intangible assets excluding development costs | ||
| Other intangible assets – core technology platforms |
The Company follows ASC 350-30-35 and recognizes costs incurred to renew or extend the term of a recognized intangible asset as an expense in the period in which they are incurred. These costs are not capitalized but are instead treated as operating expenses, ensuring that the financial statements accurately reflect the current period’s operational activities.
Digital assets are accounted for as indefinite-lived intangible assets, therefore, they are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates it is more likely than not that the indefinite-lived intangible asset is impaired.
Impairment Analysis for Long-lived Assets and Intangible Assets
The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment, FASB ASC 350, Intangibles, and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or is less than fair value. If recoverability of an asset to be held and used is in question it is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations can involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including undiscounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Once an intangible asset is impaired, the loss is not reversed if the fair value subsequently increases.
During
the years ended December 31, 2025 and 2024 the Company recorded impairment losses on its long-lived assets and intangible assets of $
| 34 |
Earnings Per Share
FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share computations. Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The Company had the following common stock equivalents:
Schedule of Anti-dilutive of Common Stock Equivalents
| December 31, 2025 | December 31, 2024 | |||||||
| Series A preferred stock convertible
into | ||||||||
| Series E preferred stock convertible into | - | |||||||
| Series C preferred
stock convertible into | ||||||||
Convertible notes payable | - | |||||||
| Total common stock equivalents | ||||||||
Fair Value Measurements
The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.
ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available.
Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.
The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis.
The three levels of inputs are as follows:
| Level 1 - | Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date. | |
| Level 2 - | Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities. | |
| Level 3 - | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying values of the Company’s financial instruments, which includes cash, prepaid expense, and accrued expenses approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liabilities are a Level 3 fair value measurement (see NOTE 9).
| 35 |
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes.
The Company follows FASB ASC 740, Income Taxes, which require the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize additional liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25 for the years ended December 31, 2025 and 2024.
Contingencies
Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters require significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases.
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk are cash arising from its normal business activities.
The Company has its cash in high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit
of $
The Company currently does not provide for or issue extensions of credit to its clients, vendors or employees. If the Company’s board of directors elected to make a change in current policy, management, pursuant to policy and procedure implementation of the same, would establish methodologies for monitoring and assessing corresponding risks, inclusive of the potential for concentrations and the related adequacy of loss reserves going forward.
Segment Reporting
The
Company operates as a single
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Advertising
Costs
associated with advertising and promotions are expensed as incurred. The Company incurred $
Employee Stock-Based Compensation
The Company accounts for its share-based compensation in accordance with FASB ASC 718, Stock Compensation, which establishes a fair value method of accounting for stock-based compensation. The Company records stock compensation expense based on the grant-date fair value of the stock options or other equity-based compensation issued to employees and consultants, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis.
For purposes of determining the variables used in the calculation of stock-based compensation, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.
Recently Issued Accounting Pronouncements
On December 13, 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value with changes recognized in net income each reporting period. Additionally, ASU 2023-08 requires an entity to present crypto assets measured at fair value separately from other intangible assets in the balance sheets and record changes from remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. The new standard was adopted for its fiscal year beginning January 1, 2025. The adoption of ASU 2023-08 did not have a material impact on the Consolidated Financial Statements.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses. The update requires public business entities to disclose, in tabular form, certain natural expense categories—such as employee compensation, depreciation, amortization, and inventory or transaction-related costs—within relevant income statement captions.
The Company will adopt ASU 2024-03 at its effective date for annual periods beginning after December 15, 2026. Early adoption has not been elected. The Company is currently evaluating the impact of this standard on its future financial statement disclosures and does not expect it to have a material effect on the recognition or measurement of amounts reported in the consolidated financial statements. Upon adoption, the Company expects the enhanced expense disaggregation disclosures to provide greater transparency and comparability for investors and other financial statement users.
The Company has reviewed all the recent accounting pronouncements issued through the date of these financial statements and has determined that there have been no standards that had, or will have, a material impact on its consolidated financial statements.
NOTE 3. Treasury Lease and Custody Agreement
In July 2025, the Company entered into a Master Treasury Lease and Custody Agreement with GGBR Inc. Under the agreement, GGBR agreed to lease, from the Company, up to 1,000,000 ION.au Gold-backed Digital Assets in connection with GGBR’s further issuance of tokenized digital assets. The purpose of the arrangement is to support GGBR’s digital treasury operations and independently operated and proprietary tokenization platform. The Company’s fulfillment capacity may be derived from closely held ION.au residing on the Company’s balance sheet and/or from third-party-owned ION.au assets controlled under management agreements.
Pursuant to the terms of the MTLCA, the Company retains ownership and/or management control of the underlying ION.au Gold-backed Digital Asset throughout the term of the lease. As a result, GGBR does not record the leased gold-backed digital asset as an asset on its own balance sheet. GGBR is responsible for managing the minting, issuance, and redemption of Goldfish Tokens, and pays the Company in exchange for the use of the ION.au’s which is equal to a percentage of the total Goldfish Token sales.
| 37 |
In
accordance with the MTLCA consideration is paid to the Company in cash and in-kind, however, Goldfish Tokens earned by the Company are
immediately loaned back to GGBR to be used in a liquidity pool managed and controlled by GGBR. Accordingly, while Goldfish Tokens were
earned as of December 31, 2025, they were not recorded as intangible assets on the books and instead were recorded as an other receivable
on the balance sheet, as they are to be returned to the Company when certain events occur in the future. As of December 31, 2025 and
2024 the other receivable recorded for Goldfish Tokens to be returned by GBBR was $
NOTE 4. Segment Reporting
The
Company operates as a
NOTE 5. Prepayments
Prepaid expenses consist primarily of advance payments for regulatory filing services, OTC Markets listing fees, and professional services. These costs are recognized as expense on a straight-line basis over the respective service periods.
EDGAR Filing Services
In
August 2023, the Company entered into an agreement with M2 Compliance LLC (“M2”) to provide EDGAR filing services for a one-year
term from August 19, 2023 through August 18, 2024 for an annual fee of $
In
August 2024, the Company renewed the agreement with M2 for the period from August 19, 2024 through August 18, 2025 for an annual fee
of $
In
October 2025, the Company paid $
OTC Markets Fees
In
August 2023, the Company paid annual OTC Markets fees totaling $
In
October 2024, the Company paid an annual OTC Markets fee of $
In
March 2025, the Company paid an additional annual OTC Markets fee of $
Professional Services Retainer
In
December 2023, the Company engaged a consultant to perform patent-related services associated with its token business operations and
paid a $
In 2025, the Company paid a $
Token Deposit
In 2025, the
Company paid a $
| 38 |
Prepaid Expense Balance
As
of December 31, 2025 and 2024, prepaid expenses were $
NOTE 6. Intangible Assets
As
of December 31, 2025, the net book value of the intangible assets was $
Software to be Sold, Leased, or Marketed
In
March 2023 the Company paid, through OAG (a related party), $
Internal-use Software
In
January 2023, the Company entered into a service agreement with Nodalium, Inc. (“Nodalium”) through which Nodalium would
provide workflow automation for the KYC and AML onboarding of gold reserves. The consideration for this project was $
In
March 2023, the Company signed an agreement with Instruxi Limited, through which Instruxi Limited was to build a technology stack for
the tokenization of precious metal, mineral, and/or commodity asset rights for unextracted deposits. The technology stack allows the
Company to provide specialist consultation, through its ION’s Digital Architecture & Hybrid Blockchain Platform. The Company
paid $
In
August 2025, the Company engaged Instruxi Limited to upgrade and modify its existing technology platform. As of December 31, 2025, the
Company had incurred costs of $
The
Company expects to record amortization of $
Indefinite-lived Intangible Assets
In
February 2023, ION Acquisition Corp., a company owned
| 39 |
In
December 2023, the Company obtained
In
July 2024, the Company sold 50 units of the Orebits AU Certificates in exchange for 2 units of Bitcoin (“BTC”). The selling
price was $
The
Orebits AU Certificates have been determined to have an indefinite life, therefore no amortization has been recognized, instead the asset
is evaluated for impairment in accordance with the Company’s policy for such. During the years ended December 31, 2025 and 2024,
NOTE 7. Related-Party Transactions
During
2023, the Company received $
As described in NOTE 6 the Company purchased certain intangible assets from related parties.
Through
an entity controlled by Carlos Montoya, the Company’s CEO and controlling stockholder, Mr. Montoya currently pays substantially
all the expenses for the Company’s operations and certain capital expenditures. For the years ended December 31, 2025 and 2024,
the related party deposited cash into the Company and/or paid Company expenses of $
During
the years ended December 31, 2025 and 2024, the Company, on behalf of one of its related parties, Oktane Media LLC
(“Oktane”), owned by the Company’s Chief Marketing Officer, conducted the payroll process for Oktane. During the
year ended December 31, 2025 and 2024, the Company paid Oktane’s employee payroll, payroll taxes and employee benefits in the
amount of $
On
March 30, 2023, the Company sub-leased its Enterprise Workflow/Intelligent Automation Platform, as allowed under a relicensing
provision within that certain master software license agreement, to I-ON Acquisition Corp., an entity owned by Carlos Montoya, the
Company’s Chief Executive Officer, for annual fees of $
During
the year ended December 31, 2025, the Company received $
| 40 |
NOTE 8. Loans Payable, in Default
In
November 2023, the Company issued promissory notes in the amount of $
Effective
November 1, 2024, all promissory notes were amended to extend the maturity date to July 1, 2025 and the Company was responsible to pay
an additional interest amount that was
For
the year ended December 31, 2024, the Company amortized debt discount of $
NOTE 9. Convertible Promissory Note and Embedded Derivative
On
December 31, 2025, the Company issued a convertible promissory note (the “Note”) to Crom Structured Opportunities Fund
I, LP with a principal amount of $
The
Note is convertible, at the holder’s option, into shares of the Company’s common stock at a conversion price equal to
Because the conversion price is variable and based on the market price of the Company’s common stock, the embedded conversion feature is not considered indexed to the Company’s own stock. Accordingly, the embedded conversion feature is accounted for as a derivative liability in accordance with ASC 815, Derivatives and Hedging. The derivative liability is measured at fair value at issuance and remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.
At
issuance, the Company recorded a derivative liability of $
| 41 |
The fair value of the embedded derivative is classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs, including assumptions related to expected volatility and conversion timing. The fair value of the derivative liability was determined using the Black-Scholes pricing model, which uses inputs that are sensitive to changes in the market price and volatility of the Company’s common stock. Conversion of the Note may result in significant dilution to existing shareholders.
The following assumptions were used in the Black-Scholes model during the year ended December 31, 2025:
Schedule of Black Scholes Model
| Expected term | ||||
| Volatility | % | |||
| Expected dividend yield | % | |||
| Risk-free interest rate | % |
During the year ended December 31, 2024 there were no derivative liabilities. The following table summarizes the changes in the derivative liabilities during the year ended December 31, 2025:
Schedule of Change in Derivative Liabilities
| Derivative liability balance at December 31, 2024 | $ | - | ||
| Addition of new derivatives recognized as debt discounts | 153,400 | |||
| Addition of new derivatives recognized as loan fees | 3,244 | |||
| Derivative liability balance at December 31, 2025 | $ | 156,644 |
NOTE 10. Stockholders’ Equity
Series A Preferred Stock
In
September 2022, the Company established the Series A Preferred Stock. The authorized number of shares of Series A Preferred Stock is
six thousand (
In
May and September 2023, the Company received $
During
the year ended December 31, 2024, the Company recorded the issuance of their Series A Preferred Stock therefore increasing their Series
A shares by
As
of December 31, 2025 and 2024 there were
Series B Preferred Stock
In
September 2022, the Company established the Series B Preferred Stock. The authorized number of shares of Series B Preferred Stock is
six thousand (
During
the years ended December 31, 2025 and 2024, there were no Series B Preferred Stock transactions and as of December 31, 2025 and 2024
there were
Series C Preferred Stock
In
December 2023, the Company established the Series C Preferred Stock with
During
the years ended December 31, 2025 and 2024, the Company converted
As
of December 31, 2025 and 2024, there were
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Series E Preferred Stock
On
January 5, 2025,
During
the year ended December 31, 2025, the Company issued
As
of December 31, 2025 and 2024, there were
Common Stock
The
Company is authorized to issue
During
the year ended December 31, 2025, the Company issued
During the year ended December
31, 2024, the Company issued
As
of December 31, 2025 and 2024, the Company had
Warrants
In
November 2023, the Company issued
NOTE 11. Income Taxes
The
Company had a net operating loss carryforward for tax purposes totaling $
According to current tax laws, the losses can be carried forward indefinitely.
The
components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate of
Schedule of Deferred Tax Asset and Reconciliation of Income Taxes
| December 31, 2025 | December 31, 2024 | |||||||
| Net operating loss carryforward | $ | ( | ) | $ | ( | ) | ||
| Effective tax rate | % | % | ||||||
| Deferred tax asset | ||||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred asset | $ | - | $ | - | ||||
NOTE 12. Subsequent Events
The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were available to be issued and determined that the following subsequent events occurred:
Subsequent
to December 31, 2025, the Company successfully retired $
Subsequent to December 31, 2025, the Company entered into four promissory notes totaling $
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO, to allow timely decisions regarding required disclosure. In designing and evaluating these disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective.
As of December 31, 2024, an evaluation was conducted under the supervision and with the participation of our management, including our CEO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, we have concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company is in the process of strengthening its disclosure controls and procedures.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation, with the participation of our CEO, of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the criteria set forth in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2024 due to the following identified material weaknesses:
| - | Our control environment is inadequate. Specifically, there are no risk assessment, information or communication, or monitoring processes in place. Additionally, corporate governance is inadequate as a result of limited resources and oversight and the Company lacks policies that require formal written approval for related party transactions. | |
| - | The Company has inadequate control activities or formal accounting policies and procedures. Specifically, the Company lacks segregation of duties or adequate levels of supervision and review, there is a lack of information technology controls, and there are limited accounting resources with the appropriate knowledge of U.S. generally accepted accounting principles or SEC experience to ensure the financial reporting is free from material misstatements. |
This report does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.
| 44 |
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Through the use of our controls and procedures, we strive to reduce, but cannot eliminate, the risk of errors, fraud, or non-compliance. This inherent limitation is known and must be considered in evaluating the effectiveness of any control system. Controls can be circumvented by individual acts, collusion among individuals, or management override of the controls. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Item 9B. Other Information
Insider Trading Arrangements and Related Disclosure
During
the year ended December 31, 2025, none of our directors or officers
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The table below lists all current officers and directors of the Company as of the date of this report. All officers serve at the discretion of the Board of Directors. The term of office of each of our directors expire at our next Annual Meeting of Shareholders or until their successors are duly elected and qualified.
| Name | Age | Position | ||
| Carlos X. Montoya | 67 | Chairman, CEO, President, Director | ||
| Brad Hoffman | 54 | Director, Audit Committee member, IT Committee member | ||
| Patrick White | 72 | Director, Audit Committee Chair, Compensation Committee Co-Chair | ||
| Ken Park | 58 | Chief Marketing Officer, Director, Audit Committee Member, Chairman of the IT Committee | ||
| John Jubilee | 65 | Director, Audit Committee Member, Compensation Committee Co-Chair |
Carlos X. Montoya is our CEO, President and Chairman of the Board, positions he has held since 2023. Mr. Montoya is the former President and CEO of Republic Bank of Chicago, is the Founder and Managing Member of Tall Ship Resource Development LLC and its affiliate, Tall Ship Partners Fund, LLC. Each is engaged in the development of U.S. and global markets, product & service enhancements, and expanded asset circulation opportunities for the ION.au Gold-backed Digital Asset. Mr. Montoya also serves as the manager and founder of MCM Advisors, LLC, a Bank and Financial Service-Bureau platform specializing in institutional level Banking, Capital and Strategic Advisory services. MCM is recognized for achieving several marketplace firsts in establishing an institutional-level Financial Ecosystem for the Orebits Digital Asset, incorporating a highly secure distributed ledger platform with global custody and treasury management services enabled by a blockchain interface for institutional level transaction capture, monitoring and reporting. A graduate of Loyola University of Chicago, Alpha Sigma Nu, Damen Honor Society Recipient; and University of Delaware, Stonier Graduate School of Banking. Past/ present Chairman, President & CEO, Founder or Trustee for numerous universities (Loyola University), hospitals (Loyola Medicine), banking institutions (Republic, AAB), museums (MNMC), theater groups (Goodman) and charitable organizations (Chicago Scholars). Past two-term Chairman of the Illinois Property Tax Appeals Board. Veteran, United States Coast Guard.
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Brad Hoffman is a director on our Board, a position he has held since 2023. Mr. Hoffman has spent over 30 years in the business finance world. He has worked with many distinguished companies, such as HH&A, IHRS, Dubrow Kavanaugh Capital, Ashford Capital, Galen Capital Corp., and Drawbridge Special Opportunities and Assets Fund, with his knowledge and history of creating and executing transactions for technology, healthcare, entertainment, and energy industries. He holds business finance/management degrees from UCLA and Pepperdine University, Mr. Hoffman represents an invaluable asset to I-ON’s Board.
Patrick White has an MBA and B.S. in Accounting from Rochester Institute of Technology. Mr. White founded Document Security Systems, Inc. (NYSE:DSS), a security technology company, and served as its chief executive officer (“CEO”) and director from August 2002 until December 2012 and as its business consultant from 2012 to March 2015. During his term as CEO Mr. White , for 3 consecutive years DSS was named one of the “fastest-growing technology companies” ranking in North America published by Deloitte, one of the Big Four accounting and professional services firms, under its Technology Fast 500™ program. DSS reached a market cap valuation of over $340 million. Mr. White was a Financial Accountant for the Monroe County Government from April 2016 until May 2017. Mr. White also served as chief executive officer of VerifyMe, Inc. (NASDAQ:VRME) a technology company from July 2017 to March of 2023. Mr. White is the named inventor of 4 US technology Patents and he has raised over $100 million during his stints leading public companies. Mr. White has appeared on Fox Business News and has made investor and technology presentations all over the world. Mr. White is also a Mergers and Acquisitions expert as he acquired over 8 companies in a 25 year span. Since March of 2023, Mr. White has been operating a capital markets advisory company called, PubCo USA LLC.
John Jubilee is a director, and a visionary in digital health, wellness, and fintec. Mr. Jubilee launched a technology-driven mortgage platform called Kingdom Mortgage[GM1], building on a legacy of disruptive entrepreneurial ventures. As Founder and Chief Visionary Officer of WellWell USA, Inc., he revolutionized the $4.5T wellness industry with innovative digital health solutions. As COO and SVP of Corporate Strategy at XWELL, Inc. (NASDAQ:XWEL), he fueled growth through cutting-edge medical technology and health strategies. He co-founded XpresSpa, scaling over 50 global wellness retail locations, and launched MyDailyVita, a personalized supplement brand, and Energize Health, a telehealth platform. His expertise in scaling ventures and forging consumer-focused innovation strengthens I-ON Digital’s mission to bridge traditional finance (TradFi) and decentralized finance (DeFi) with blockchain-powered RWAs.
Ken Park is our Chief Marketing Officer (“CMO”) and a director. He became a director in 2023 and our CMO in 2024. Mr. Park has a 25-year track record of delivering digital strategies to major consumer brands, such as Adobe, Atlantic Records, Grey Healthcare, and the NHL, among many others. He founded two action sports companies in his early twenties and earned acclaim as a world-ranked professional skateboarder, traveling the world for the sport in the late 80s and early 90s. He also launched HyperCD®, a patented technology that delivered encrypted, HD video streaming over low-speed internet connections before the proliferation of broadband. In addition to his success with Oktane Media, Mr. Park led marketing and helped launch the world’s first gold digitization company, Orebits, LLC. Mr. Park was featured alongside Guy Kawasaki, Christos Cotsakos, and Anita Roddick in “Entrepreneurial Marketing: Real Stories & Survival Strategies”. Mr. Park earned his degree at San Diego State University and remains an authoritative voice in today’s marketing technology industry.
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Code of Ethics
As part of our system of corporate governance, the Company adopted a Code of Business Conduct and Ethics (the “Code”) for directors and executive officers of the Company. This Code is intended to focus each director and executive officer on areas of ethical risk, provide guidance to directors and executive officer to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director and executive officer must comply with the letter and spirit of this Code. We intend to disclose any changes in or waivers from our Code of Business Conduct and Ethics and our Code of Ethics for Financial Executives by filing a Form 8-K or by posting such information on our website.
Board Governance and Committee Composition
Mr. Montoya serves as our Chairman of the Board and CEO. Our Board of Directors has determined that all of the members of our Board of Directors other than Mr. Montoya and Mr. Ken Park, Chief Marketing Officer, are “independent” under the definition of “Independent Director” contained in Nasdaq Rule 5605.
Our Board of Directors has an Audit Committee and a Compensation Committee. Neither committee has a charter. The Audit Committee’s Financial Expert is Director Patrick White. Director White also serves as Audit Committee Chair. We do not currently maintain a Nominating and Corporate Governance Committee primarily given the current size the Board.
Our Board met eleven times in 2025 and the Audit Committee met two times in 2025. The Compensation Committee was created in December 2025 and did not meet in 2025. None of the directors attended less than 75% of those meetings in the aggregate.
The Company did not hold an annual meeting of stockholders in 2025 so there was no meeting for the directors to attend.
Delinquent Section 16(a) Reports
Prior to 2025, the current management and members of the Board did not realize that the Company had a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). When the Company became aware of this, the persons subject to Section 16(a) of the 1934 Act promptly filed Forms 3 as required. Other than those filings, no director or executive officer failed to file any report required by Section 16(a) of the 1934 Act on a timely basis.
Insider Trading Policy
The
Company
Item 11. Executive Compensation
The following tables list the compensation of the Company’s principal executive officers for the years ended December 31, 2025 and 2024. The following information includes the dollar value of base salaries, bonus awards, the number of non-qualified Company Options granted and certain other compensation, if any, whether paid or deferred.
Name and Principal Position | Year | Salary ($) | Option Awards | All Other Comp. ($) | Total ($) | ||||||||||||||
| Carlos X. Montoya, | 2025 | - | - | - | - | ||||||||||||||
| Director; Principal Executive Officer and Principal Financial Officer, President (1) | 2024 | - | - | - | - | ||||||||||||||
| Ken Park, | 2025 | - | - | - | - | ||||||||||||||
| Director, Chief Marketing Officer (2) | 2024 | - | - | - | - | ||||||||||||||
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Pay versus Performance
The Company is not providing any information on pay versus performance because no executive officers received any compensation in 2025.
Compensation of Directors
None
Option Grants Table
There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table through to date.
Aggregated Option Exercises and Fiscal Year-End Option Value Table
There were no stock options exercised during periods ended December 31, 2025 and December 31, 2024 by the executive officer named in the Summary Compensation Table.
Long-Term Incentive Plan (“LTIP”) Awards Table
There were no awards made to a named executive officer in the last completed fiscal year under any LTIP.
Compensation Arrangements with Executive Management
There were no compensation contracts for any of the executives of the Company at the end of December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following tables set forth, as of the date of this Annual Report, the beneficial ownership of Common Stock for: (1) each director currently serving on our Board of Directors; (2) each of our named executive officers; (3) our directors and executive officers as a group; and (3) each person known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock. As of April 14, 2026, there were 34,106,234 shares of Common Stock outstanding. Except as otherwise noted, each stockholder has sole voting and investment power with respect to the shares beneficially owned. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
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Name and Address of Beneficial Owner (1) | Title of Class | Amount and Nature of Beneficial Ownership (2) | Percent of Class (3) | Percent of Voting Power (4) | ||||||||||
| Officers and Directors | ||||||||||||||
| Carlos X. Montoya | Common Stock | 56,325,660 | (5) | 62.29 | % | 55.35 | % | |||||||
| Ken Park | Common Stock | 0 | – | – | ||||||||||
| Patrick White | Common Stock | 305,001 | 0.89 | % | 0.30 | % | ||||||||
| John Jubilee | Common Stock | 0 | – | – | ||||||||||
|
Brad Hoffman | Common Stock | 0 | – | – | ||||||||||
| Directors and Officers as a Group, (five persons) persons | Common Stock | 56,630,661 | (5) | 62.62 | % | 55.65 | % | |||||||
| Principal Stockholders | ||||||||||||||
| Orebits Acquisition Group (6) | Common Stock | 11,949,660 | 20.80 | % | 8.80 | % | ||||||||
| I-ON Digital Acquisition Corp (7) | Common Stock | 9,820,000 | 22.36 | % | 9.65 | % | ||||||||
| Rod Smith (8) | Common Stock | 3,660,000 | 9.69 | % | 3.60 | % | ||||||||
| MC-ALX Corp. NFP (9) | Common Stock | 2,544,840 | 7.46 | % | 2.50 | % | ||||||||
| Orebits (10) | Common Stock | 2,700,000 | 7.92 | % | 2.65 | % | ||||||||
| Frank Rizzo (11) | Common Stock | 2,506,000 | 6.84 | % | 2.46 | % | ||||||||
(1) The address for all officers, directors and beneficial owners is 1244 N. Stone Street, Unit #3, Chicago, Illinois 60610, unless otherwise noted.
(2) The nature of the beneficial ownership is direct unless otherwise noted.
(3) Where the class of shares held are convertible, the percentages represent the as-converted number of shares of common stock as a percentage of that number of shares plus the number of shares of common stock held as of the date specified.
(4) Where the class of shares held are convertible, the percentage of voting power represents the voting power held by those shares on a post-conversion basis relative to the voting power associated with the shares of common stock outstanding as of the date specified combined with the voting power held by such shares as converted.
(5) Amount includes 37,550,000 and 9,820,000 shares of Common Stock underlying the conversion of 3,755 and 982 shares of Series A Preferred Stock which is convertible into Common Stock at the rate of ten thousand (10,000) per share, held by Mr. Montoya and I-ON Digital Acquisition Corp., respectively, over which Mr. Montoya holds voting and dispositive control. Amount also includes 8.955.660 shares of Common Stock underlying the conversion of 447.783 shares of Series C Preferred Stock which is convertible into Common Stock at a rate of twenty (20) per share, held by Orebits Acquisition Group, which Mr. Montoya holds voting and dispositive control.
(6) Amount includes 8,955,660 shares of Common Stock underlying the conversion of 447,783 shares of Series C Preferred Stock which is convertible into Common Stock at a rate of twenty (20) per share, held by Orebits Acquisition Group.
(7) Amount includes 9,820,000 shares of Common Stock underlying the conversion of 982 shares of Series A Preferred Stock which is convertible into Common Stock at the rate of ten thousand (10,000) per share, held by I-ON Digital Acquisition Corp.
(8) Rod Smith, a former Corporate Secretary, otherwise unaffiliated, has an address of 7090 East 13830 North, Spring City, Utah, 84662. Amount includes 3,660,000 shares of Common Stock underlying the conversion of 366 shares of Series A Preferred Stock which is convertible into Common Stock at the rate of ten thousand (10,000) per share.
(9) MC-ALX Corp. NFP, a private investment group that is unaffiliated with the Company has an address of 27652 Pleasure Ride Loop, Wesley Chapel, Florida, 33544
(10) Orebits has an address of 1244 N. Stone Street, Unit 3, Chicago, Illinois 60610
(11) Frank Rizzo has an address of 888 Biscaynne Blv #4103, Miami, Florida, 33132. Amount includes 1,000,000 shares of Common Stock underlying the conversion of 100 shares of Series A Preferred Stock which is convertible into Common Stock at the rate of ten thousand (10,000) per share and 1,506,000 shares of Common Stock underlying the conversion of 3,012 shares of Series E Preferred Stock which is convertible into Common Stock at the rate of five hundred (500) per share.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not have any securities authorized for issuance under an equity compensation plan nor does it have an equity compensation plan in place.
Changes in Control
The Company is not aware of any arrangements, including by pledge by any person of securities of the Company, of any operation which may at a subsequent date result in a change in control of the Company.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
Related-Party Transactions
During 2023, the Company received $176,342 from IAC as consideration to acquire 803 shares of Series A Preferred Stock. The shares were issued during the year ended December 31, 2024.
In March 2023 the Company paid, through OAG (a related party), $84,000 to Oktane Media, a Company owned by Ken Park, the Company’s Chief Marketing Officer, for Nodalium Channel Partnership Agreement & Transaction Costs, through which the Company obtained a certain license that allowed the Company to resell the license. The license fee covered one year. The asset was amortized over the twelve months starting in April 2023. The Company amortized $21,000 during the year ended December 31, 2024 and the asset was fully amortized as of December 31, 2024. During the year ended December 31, 2025 the asset was written off the books.
In February 2023, ION Acquisition Corp., a company owned 100% by Carlos Montoya, the Company’s Chief Executive Officer and controlling stockholder, signed a purchase agreement with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orebits Acquisition Group LLC, to purchase 180 Orebits AU Certificates, valued at $335,700. ION Acquisition Corp. paid $85,700 in cash and issued 1,136,364 shares of its common stock for the transaction. ION Acquisition Corp. then contributed the 180 Orebits AU Certificates to the Company. In October 2023, the Company assessed the value of the Orebits AU Certificates and determined there was an impairment of $8,199, reducing the asset value to $327,501 as of December 31, 2024 and 2025.
In December 2023, the Company obtained 9,699.7082 Orebits AU Certificates through the acquisition of Orebits as a result of the Contribution and Exchange Agreement with OAG, an entity owned and controlled by Carlos Montoya, CEO. Pursuant to the agreement, I-ON Digital Corp. issued 910,000 shares of Series C Preferred Stock in exchange for Orebits’ 100% ownership of 910,000 Orebits’ shares. The Company, having independently built the underlying ION Digital Hybrid Blockchain & Workflow Platform in anticipation of onboarding the Orebits AU certificates as a Gold Backed Digital Asset, recorded the 9,699.7082 Orebits AU Certificates at $17,643,284 ($1,818.95 per Orebits AU Certificate).
Through an entity controlled by Carlos Montoya, the Company’s CEO and controlling stockholder, Mr. Montoya currently pays substantially all the expenses for the Company’s operations and certain capital expenditures. For the years ended December 31, 2025 and 2024, the related party deposited cash into the Company and/or paid Company expenses of $518,470 and $1,168,730, respectively. The Company paid back $56,938 of the advances during the year ended December 31, 2025. These advances from the related party are repayable by the Company, unsecured, non-interest bearing and payable on demand. There are no written agreements for these advances. As of December 31, 2025 and 2024, the balance due to this related party was $1,798,171 and $1,336,639, respectively.
During the years ended December 31, 2025 and 2024, the Company, on behalf of one of its related parties, Oktane Media LLC (“Oktane”), owned by the Company’s Chief Marketing Officer, conducted the payroll process for Oktane. During the year ended December 31, 2025 and 2024, the Company paid Oktane’s employee payroll, payroll taxes and employee benefits in the amount of $558,456 and $182,374, respectively, and Oktane reimbursed the Company $650,037 and $182,374, respectively. As of December 31, 2025 and 2024, the Company owed Oktane $91,581 and $0, respectively.
On March 30, 2023, the Company sub-leased its Enterprise Workflow/Intelligent Automation Platform, as allowed under a relicensing provision within that certain master software license agreement, to I-ON Acquisition Corp., an entity owned by Carlos Montoya, the Company’s Chief Executive Officer, for annual fees of $130,500. The Company received the full amount at contract inception and recorded it as deferred revenue, to be recognized into revenue over the twelve-month licensing period starting in April 2023, as the Company’s single performance obligation was to allow I-ON Acquisition Corp. to utilize the software during the license period. The contract ended in March of 2024 therefore Company recognized revenue related to this arrangement of $0 and $32,625 for the years ended December 31, 2025 and 2024, respectively.
During the year ended December 31, 2025, the Company received $198,900 in advances from Orebits Acquisition Group LLC, an entity owned and controlled by Carlos Montoya, the Company’s CEO and controlling shareholder. As of December 31, 2025, the balance due to OAG was $198,900.
Item 14. Principal Accountant Fees and Services
Audit and Non-Audit Fees
The following table sets forth the fees for professional audit services and the fees billed for other services rendered by our auditors, in connection with the audit of our financial statements for the years ended December 31, 2025 and 2024, and any other fees billed for services rendered by our auditors during these periods. (must be confirmed)
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Audit fees | $ | 105,000 | $ | 93,000 | ||||
| Audit-related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | $ | 105,000 | $ | 93,000 | ||||
During 2024 and 2025, the Audit Committee reviewed all audit and non-audit related fees and pre-approved all audit related services for the years ended December 31, 2025 and 2024.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
| Number | Description | |
| 2.1 | Agreement of Merger and Plan of Reorganization among Evans Brewing Company, Inc., I-ON Digital Corp., I-ON Acquisition Corp. and I-on Digital, Ltd. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 26, 2017, and incorporated herein by reference) | |
| 2.2 | Sell-Off Agreement among Evans Brewing Company, Inc., Michael J. Rapport Trust, Evans Brewing Company, Inc. and EBC Public House, Inc. (previously filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on February 1, 2018, and incorporated herein by reference) | |
| 3.1 | Certificate of Incorporation of the Company (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10, filed on July 3, 2013, and incorporated herein by reference) | |
| 3.2 | Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on April 22, 2014, and incorporated herein by reference) | |
| 3.3 | Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 23, 2015, and incorporated herein by reference) | |
| 3.4 | Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 1, 2018, and incorporated herein by reference) | |
| 3.5 | Certificate of Amendment of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 3, 2019, and incorporated herein by reference) | |
| 3.6 | By-laws of the Company (previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form 10, filed on July 3, 2013, and incorporated herein by reference) | |
| 3.7 | Certificate of Designations of Series C Convertible Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed December 18, 2023) | |
| 3.8 | Certificate of Designations of Series E Convertible Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on January 7, 2025) | |
| 3.9 | Certificate of Elimination of Series A Convertible Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed September 9, 2024) | |
| 3.10 | Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed September 9, 2024) | |
| 3.11 | Certificate of Amendment to Certificate of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed January 17, 2025) | |
| 3.12 | Certificate of Amendment to Certificate of Designations of Series C Convertible Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed March 10, 2025) | |
| 4.2 | Certificate of Designation of Rights and Preferences for Series A Convertible Preferred Stock (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 15, 2015, and incorporated herein by reference) | |
| 4.3 | Convertible Note Debenture in favor of Peak One Opportunity Fund, L.P., due August 13, 2021 (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference) | |
| 4.4 | Common Stock Purchase Warrant of Peak One Opportunity Fund, L.P. (previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference) | |
| 10.1 | Securities Purchase Agreement between the Company and Peak One Opportunity Fund, L.P. (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference) | |
| 10.2 | Equity Purchase Agreement between the Company and Peak One Opportunity Fund, L.P. (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference) | |
| 10.3 | Registration Rights Agreement between the Company and Peak One Opportunity Fund, L.P. (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 28, 2018, and incorporated herein by reference) | |
| 10.4 | Agreement of Merger and Plan of Reorganization (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 4, 2021, and incorporated herein by reference) |
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| 10.5 | Amendment No. 1 to Agreement and Plan of Merger and Reorganization (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021, and incorporated herein by reference) | |
| 10.6 | Amendment No. 2 to Agreement and Plan of Merger and Reorganization (previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021, and incorporated herein by reference) | |
| 10.6 | Series A Preferred Securities Purchase Agreement, dated as of September 28 2022 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference) | |
| 10.7 | Series B Preferred Securities Contribution Agreement, dated as of September 28 2022 (previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference) | |
| 10.8 | Promissory Note dated September 28, 2012 (previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference) | |
| 10.9 | Stock Pledge and Escrow Agreement dated September 28, 2022 (previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference) | |
| 10.10 | Equity Transfer Agreement among I-ON Digital Corp., I-On Communications Co., Ltd. and JFJ Digital Corp. (previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 5, 2022, and incorporated herein by reference) | |
| 10.11 | Form of Paid in Full and Final Settlement Agreement between the Registrant and various lenders dated February 16, 2026 (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed February 23, 2026) | |
| 14.1 | Code of Business Conduct and Ethics (previously filed as Exhibit 14.1 to the Company’s Registration Statement on Form S-1, filed on September 27, 2017, and incorporated herein by reference) | |
| 19.1 | Insider Trading Policy (previously filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and filed on June 6, 2024 and incorporated herein by reference) | |
| 21.1 | List of Subsidiaries* | |
| 31.1 | Certification of Chief Executive as required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended* | |
| 32.1 | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Furnished herewith.
** Filed herewith.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 15, 2026
| I-ON DIGITAL CORP. | ||
| By: | /s/ Carlos X. Montoya | |
| Name: | Carlos X. Montoya | |
| Title: | Chairman, President and Director (Principal Executive, Financial and Accounting Officer) | |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Carlos X. Montoya, as his attorney-in-fact, each with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | Date | ||
| /s/ Carlos X. Montoya | Chief Executive Officer | April 15, 2026 | ||
| Carlos X. Montoya | ||||
| /s/ Brad Hoffman | Director | April 15, 2026 | ||
| Brad Hoffman | ||||
| /s/ Patrick White | Director | April 15, 2026 | ||
| Steve Aust | ||||
| /s/ Ken Park | Director | April 15, 2026 | ||
| Ken Park | ||||
| /s/ John Jubilee | ||||
| John Jubilee | Director | April 15, 2026 |
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