I-ON Digital (IONI) launches 2026 equity plan with Series E option grants
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
I-ON Digital Corp. adopted a new 2026 Equity Incentive Plan, reserving 100,000 shares of its Series E Convertible Preferred Stock for employee, director, and consultant awards. The share reserve will automatically increase each January 1, for up to ten years, by 4% of capital stock outstanding on the prior December 31.
The company granted stock options for 66,750 Series E shares at an exercise price of $145 per share, based on a 500-to-1 conversion rate and a $0.29 common share price. Senior executives received time-based options plus additional performance-based options tied to milestones such as a Nasdaq uplisting, specific revenue and partnership targets, a bank acquisition of at least $500 million, and equity fundraising of at least $7.5 million, as well as strategic platform and market development goals. A further 20,750 Series E option grants went to other employees, consultants, and service providers.
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
Equity plan reserve: 100,000 Series E shares
Evergreen increase: 4% of capital stock
Options granted: 66,750 Series E shares
+5 more
8 metrics
Equity plan reserve
100,000 Series E shares
Initial share reserve under 2026 Equity Incentive Plan
Evergreen increase
4% of capital stock
Automatic annual increase each January 1 for up to ten years
Options granted
66,750 Series E shares
Aggregate options granted to officers, employees and service providers
Additional option grants
20,750 Series E shares
Options to employees, consultants and third-party service providers
Exercise price
$145 per Series E share
Option exercise price set from $0.29 common stock and 500-to-1 conversion
Conversion rate
500-to-1
Common stock to Series E Convertible Preferred Stock rate used in pricing
Montoya options
20,000 Series E shares
18,000 time-based options plus 2,000 performance-based options
Jubilee performance targets
$500M bank; $7.5M equity
Bank acquisition size and equity fundraising thresholds for vesting
Key Terms
2026 Equity Incentive Plan, Series E Convertible Preferred Stock, Stock Appreciation Rights, Restricted Stock Unit Awards, +2 more
6 terms
2026 Equity Incentive Plan financial
"the Board of Directors approved the I-ON Digital Corp. 2026 Equity Incentive Plan"
Series E Convertible Preferred Stock financial
"100,000 shares of the Company’s Series E Convertible Preferred Stock are reserved"
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.
Stock Appreciation Rights financial
"The 2026 Plan provides for eight categories of Awards, including 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
"The 2026 Plan provides for Restricted Stock Unit Awards among other award types"
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
"performance-based option vests 100% upon completion of a Nasdaq uplisting"
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.
FAQ
What is IONI's new 2026 Equity Incentive Plan?
I-ON Digital Corp. adopted the 2026 Equity Incentive Plan to grant equity-based awards to employees, directors, and consultants. It reserves 100,000 Series E Convertible Preferred shares, with potential annual increases, to align compensation with long-term stock value growth and key strategic milestones.
What option grants did IONI approve on June 8, 2026?
On June 8, 2026, I-ON Digital granted options to buy 66,750 Series E shares under the 2026 Plan. These options went to officers, employees, and service providers, with an additional 20,750 Series E options awarded to other staff, consultants, and third-party service providers.
What is the exercise price of IONI's new Series E stock options?
The new options have an exercise price of $145 per Series E share. This price was set using the June 5, 2026 common stock closing price of $0.29, multiplied by a 500-to-1 conversion rate between common shares and Series E Convertible Preferred shares.
Which performance milestones affect IONI executive option vesting?
Executive performance options vest upon achieving milestones such as a Nasdaq uplisting with a $7.50 stock price for 10 days, at least $5 million tokenization revenue, a bank acquisition of not less than $500 million, equity fundraising of at least $7.5 million, and key platform and partnership goals.
How do time-based options vest for IONI executives under the 2026 Plan?
Time-based options for executives generally vest in equal quarterly installments over two years, starting on the vesting date. Vesting requires continuous service, and 100% of the shares subject to these options vest upon a Change in Control, accelerating full vesting if the company is taken over.