I-ON Digital (IONI) sets 100,000-share 2026 equity plan and $145 options
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
I-ON Digital Corp. filed an amended report to replace an incorrect copy of its 2026 Equity Incentive Plan exhibit with the correct version. The 2026 Plan, approved on June 8, 2026, reserves 100,000 Series E Convertible Preferred shares for awards and includes an annual increase equal to 4% of capital stock outstanding for up to ten years starting January 1, 2027. On the same date, the company granted options for an aggregate 66,750 Series E shares at an exercise price of $145 per share to officers, employees, and service providers, with a mix of time-based and performance-based vesting tied to milestones such as a Nasdaq uplisting, revenue targets, banking partnerships, and a potential bank acquisition.
Positive
- None.
Negative
- None.
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, and exhibit attachments filed with this report.
Key Figures
Plan Share Reserve: 100,000 Series E Convertible Preferred Stock shares
Evergreen Increase: 4% of total capital stock outstanding
Aggregate Options Granted: 66,750 Series E Shares
+5 more
8 metrics
Plan Share Reserve
100,000 Series E Convertible Preferred Stock shares
Reserved for issuance under the I-ON Digital Corp. 2026 Equity Incentive Plan
Evergreen Increase
4% of total capital stock outstanding
Automatic annual increase to the Share Reserve each January 1 from 2027 for up to ten years
Aggregate Options Granted
66,750 Series E Shares
Options granted on June 8, 2026 to officers, employees, and service providers under the 2026 Plan
Option Exercise Price
$145 per share
Exercise price for the June 8, 2026 option grants, based on $0.29 common stock price times 500-to-1 conversion
Common Stock Reference Price
$0.29 per share
Closing price of common stock on June 5, 2026 used to set the Series E option exercise price
Conversion Rate
500 to 1
Conversion rate used between common stock and Series E shares to calculate the $145 exercise price
Tokenization Revenue Target
$5 million
Minimum direct tokenization revenue required for vesting of Ken Park’s performance-based options
Bank Acquisition Threshold
$500 million
Minimum bank acquisition size tied to vesting of John Jubilee’s performance-based options
Key Terms
Equity Incentive Plan, Stock Appreciation Rights, Restricted Stock Unit Awards, Change in Control, +2 more
6 terms
Equity Incentive Plan financial
"approved the I-ON Digital Corp. 2026 Equity Incentive Plan (the “2026 Plan”)."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Stock Appreciation Rights financial
"The 2026 Plan provides for eight categories of 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.
Change in Control financial
"with 100% of the shares subject to the option vesting upon a Change in Control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Nasdaq uplisting financial
"vest 100% upon completion of a Nasdaq uplisting and achievement of a $7.50 stock price"
A Nasdaq uplisting is when a company moves its stock from a smaller trading venue or a lower-tier listing to one of Nasdaq’s primary markets, after meeting stronger financial, governance and reporting standards. For investors it matters because uplisting can increase a stock’s visibility, trading volume and perceived credibility—similar to a small shop moving into a busy mall—potentially making shares easier to buy or sell and improving access to capital for the company.
gold-backed digital assets financial
"position the Company as a category leader in gold-backed digital assets (including reaching 100,000 site visitors per month)"
FAQ
What does IONI's amended 8-K/A filed on July 10, 2026 change?
The amendment replaces an incorrect version of I-ON Digital Corp.’s 2026 Equity Incentive Plan exhibit with the correct Exhibit 10.1. All other information from the earlier report remains unchanged.
What option grants did IONI make under the 2026 Plan on June 8, 2026?
I-ON Digital granted options for an aggregate 66,750 Series E shares to officers, employees, and service providers. These include both time-based and performance-based awards with specific operational, revenue, and capital-raising milestones.
What is the exercise price of IONI’s June 8, 2026 option grants?
The options carry an exercise price of $145 per Series E share, calculated as the $0.29 common stock closing price on June 5, 2026 multiplied by a 500-to-1 conversion rate.
What performance milestones affect Carlos X. Montoya’s options at IONI?
Carlos X. Montoya received options for 18,000 Series E shares with time-based vesting and an additional 2,000 Series E performance-based options vesting upon a Nasdaq uplisting and a $7.50 stock price maintained for 10 days, plus a qualifying M&A initiative.
What business targets are tied to Ken Park’s performance-based options at IONI?
Ken Park’s additional 2,000 Series E performance-based options vest upon a board-approved market strategy, 100,000 monthly site visitors, at least $5 million tokenization revenue, 10,000 accredited investor sign-ups, and five new banking partnerships.
What large transaction milestone is linked to John Jubilee’s options at IONI?
John Jubilee’s additional 2,000 Series E performance-based options vest upon completing a bank acquisition of at least $500 million and equity fundraising of at least $7.5 million.