I-ON Digital clarifies status of 2026 equity awards

I-ON Digital Corp. filed an amendment to a prior report to clarify that equity awards referenced earlier under its 2026 Equity Incentive Plan have not yet been issued or granted, and that no agreements with intended recipients exist as of this amendment date.

Rhea-AI Filing Summary

I-ON Digital Corp. filed an amendment to a prior report to clarify that equity awards referenced earlier under its 2026 Equity Incentive Plan have not yet been issued or granted, and that no agreements with intended recipients exist as of this amendment date.

The Board approved the I-ON Digital Corp. 2026 Equity Incentive Plan on June 8, 2026 to provide equity-based compensation to employees, directors and consultants through eight award types, including stock options, stock appreciation rights, restricted stock, RSUs and performance-based awards. The plan reserves 100,000 shares of Series E Convertible Preferred Stock for awards and includes an automatic annual increase to the share reserve equal to 4% of total capital stock outstanding on each December 31, for up to ten years starting January 1, 2027.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Plan approval date: June 8, 2026 Initial share reserve: 100,000 shares Evergreen increase rate: 4% of total capital stock outstanding +2 more

5 metrics

Plan approval date June 8, 2026 Board approval date of the I-ON Digital Corp. 2026 Equity Incentive Plan

Initial share reserve 100,000 shares Series E Convertible Preferred Stock reserved for issuance under the 2026 Plan

Evergreen increase rate 4% of total capital stock outstanding Automatic annual increase to the Share Reserve based on prior year-end outstanding capital stock

Evergreen start date January 1, 2027 First date on which the automatic annual increase to the Share Reserve applies

Evergreen duration Not more than ten years Maximum period for annual automatic increases to the Share Reserve

Key Terms

2026 Equity Incentive Plan, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Unit Awards, +2 more

6 terms

2026 Equity Incentive Plan financial

"the Board of I-ON Digital Corp. approved the I-ON Digital Corp. 2026 Equity Incentive Plan"

Incentive Stock Options financial

"The 2026 Plan provides for eight categories of Awards: (i) Incentive Stock Options"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

Stock Appreciation Rights financial

"Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

Restricted Stock Unit Awards financial

"Awards: (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards"

Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.

Performance Cash Awards financial

"Awards: (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards"

Series E Convertible Preferred Stock financial

"100,000 shares of the Company’s Series E Convertible Preferred Stock are reserved for issuance"

Series E convertible preferred stock is a class of investment shares issued in a later-stage financing round that behave like a hybrid between a safety-first claim and an option to become ordinary shares. Think of it as a VIP ticket that gives owners priority on payments and protections if things go wrong, but can be swapped for regular shares later—important to investors because it affects payout priority, potential dilution of ownership, voting power, and the company’s implied valuation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is IONI’s 2026 Equity Incentive Plan and when was it approved?

The Board of I-ON Digital Corp. (IONI) approved the 2026 Equity Incentive Plan on June 8, 2026. The plan is intended to provide equity-based incentives to employees, directors and consultants through various award types tied to company stock performance.

Why did I-ON Digital Corp. (IONI) file this latest 8-K amendment?

The company filed this amendment to state more clearly that the previously described equity awards under the 2026 Plan have not yet been issued or granted and that no agreements with intended award recipients had been made as of the amendment date.

How many shares are reserved under IONI’s 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan reserves 100,000 shares of I-ON Digital Corp.’s Series E Convertible Preferred Stock. These reserved shares form the initial share pool from which equity awards may be granted to eligible participants under the plan.

Does IONI’s 2026 Equity Incentive Plan include an automatic increase feature?

Yes. Beginning January 1, 2027, the share reserve will automatically increase each January 1 by 4% of total capital stock outstanding on the preceding December 31, for no more than ten years, expanding the pool available for future awards.

What types of awards can be granted under IONI’s 2026 Equity Incentive Plan?

The plan allows eight categories of awards, including Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Stock Awards, Performance Cash Awards, and Other Stock Awards, providing multiple equity incentive structures.

Which security class is used for awards in IONI’s 2026 plan?

Awards under the 2026 Equity Incentive Plan are based on Series E Convertible Preferred Stock. A total of 100,000 Series E shares are initially reserved as the share pool for potential grants under the plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/14/2026 - 06:05 AM EDT Accepted by SEC EDGAR 08/13/2026 - 06:43 PM EDT Learn about SEC filing dates

true 0001580490 0001580490 2026-07-10 2026-07-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 190.7 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB