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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 10, 2026
I-ON
Digital Corp.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-54995 |
|
46-3031328 |
| (State
of |
|
(Commission |
|
(I.R.S.
Employer |
| incorporation) |
|
File
Number) |
|
Identification
Number) |
1244
N. Stone Street, Unit 3
Chicago,
Illinois 60610
(Address
of principal executive offices) (Zip code)
(866)
440-2278
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Explanatory
Note
This
Amendment No. 2 (this “Amendment”) to the Current Report on Form 8-K of I-ON Digital Corp. (the Company”) amends the
Company’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on June 12, 2026 (the “Original
Report”) and subsequently amended on July 10, 2026 (the “Amended Report,” and together with the Original Report, the
“Report”). The Company is filing this Amendment to revise the Report to more accurately disclose that the awards disclosed
in the Report have not yet been issued or granted by the Company and no agreement with any intended recipient has been made as of the
date of this Amendment.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 8, 2026, the Board of Directors (the “Board”) of I-ON Digital Corp. (the “Company”) approved the I-ON Digital
Corp. 2026 Equity Incentive Plan (the “2026 Plan”). The 2026 Plan is designed to help the Company secure and retain services
of employees, directors, and consultants, provide incentives for maximum effort, and allow participants to benefit from increases in
the value of the Company’s stock. The 2026 Plan provides for eight categories of Awards: (i) Incentive Stock Options, (ii) Nonstatutory
Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock
Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. Pursuant to the 2026 Plan, 100,000 shares of the Company’s
Series E Convertible Preferred Stock (the “Series E Shares”) are reserved for issuance pursuant to awards granted under the
2026 Plan (the “Share Reserve”). In addition, the Share Reserve will automatically increase on January 1st of each year,
for a period of not more than ten years, commencing on January 1, 2027, in an amount equal to 4% of the total number of shares of Capital
Stock outstanding on December 31st of the preceding calendar year.
The
foregoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the complete
text of the 2026 Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
I-ON Digital Corp. 2026 Equity Incentive Plan |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
August 13, 2026 |
By: |
/s/
Carlos X. Montoya |
| |
|
Carlos
X. Montoya |
| |
|
Chief
Executive Officer |