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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 1, 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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
June 1, 2026 (the “Assignment Effective Date”), I-ON Digital Corp., a Delaware corporation (the “Company”), entered
into an Assignment of Mineral Property Purchase Agreement (the “Assignment Agreement”) with Tall Ship Resource Development
LLC, a Delaware limited liability company controlled and owned by the Company’s Chief Executive Officer and majority shareholder,
Carlos Montoya (“Tall Ship”), pursuant to which Tall Ship irrevocably assigned, transferred, conveyed, and delivered to the
Company all of Tall Ship’s right, title, and interest as buyer under that certain Secured Mineral Property Purchase Agreement dated
May 17–18, 2026 (the “Purchase Agreement”) between Tall Ship and the prior owners thereof and/or their designated entity
(collectively, the “Seller”). The Company did not pay any consideration to Tall Ship for the assignment of the rights to
the Claims under the Purchase Agreement but did agree to assume all of Tall Ship’s obligations to the Seller under the Purchase
Agreement as more fully set forth below.
The
Purchase Agreement relates to the acquisition of twenty-one (21) of twenty-two (22) mutually agreed upon unpatented placer mining
claims known as the “ Project,” Bureau of Land Management (“BLM”) gold mining claims located in the
southwestern United States (the “Claims”). The Project consists of twenty-two (22) contiguous BLM placer mining claims,
comprising approximately 440 acres and containing an estimated 1 to 1.5 million ounces of in
situ gold reserves. The project exhibits mineralization associated with gold, platinum group metals, light and heavy rare
earth elements, gallium, scandium, and yttrium.
The
total purchase price of the Claims under the Purchase Agreement is $25,000,000, payable via an initial escrow deposit of $500,000 (including
a $75,000 reimbursement to Seller, conditioned on receipt of supporting documentation) and deferred installment payments as set forth
therein. The Purchase Agreement contemplates a phased transfer of the Claims: eleven (11) mutually agreed claims transferring free and
clear at the initial closing, and ten (10) mutually agreed claims transferring free and clear upon completion of the fourth installment
payment.
Pursuant
to the Assignment Agreement, effective as of the Assignment Effective Date, Tall Ship irrevocably assigned, transferred, conveyed, and
delivered to the Company all of Tall Ship’s right, title, and interest in, to, and under the Purchase Agreement, including without
limitation: (i) all rights to acquire, receive, and hold title to the twenty-one (21) claims in accordance with the phased transfer schedule
set forth in the Purchase Agreement; (ii) all rights relating to the escrow, including rights to direct disbursements and receive any
refunds in the event of Seller default; (iii) all due diligence rights, access rights, and cooperation rights afforded to buyer under
the Purchase Agreement during the purchasing claims period; (iv) all rights to participate in the cooperative Acquisition and Development
Agreement relating to the proposed local mineral processing mill; and (v) all other rights, benefits, privileges, claims, and interests
of buyer under the Purchase Agreement.
Further,
pursuant to the Assignment Agreement and effective as of the Assignment Effective Date, the Company accepted the assignment and assumed
all liabilities, duties, and obligations of Tall Ship as buyer under the Purchase Agreement arising from and after the Assignment Effective
Date, including without limitation: (i) all installment payments and interest obligations under the purchase price payment schedule;
(ii) all escrow funding obligations, including the initial $500,000 deposit if not yet funded; (iii) all obligations to complete the
NI 43-101 technical report and related feasibility studies at the Company’s cost; (iv) all access, cooperation, and due diligence
obligations owed to Seller during the purchasing claims period; and (v) all obligations relating to the development, financing, and operation
of the proposed mineral processing mill.
The
Company intends to utilize a phased reserve-development and digitization strategy with respect to the Project, including: advancing core
claims toward inferred/indicated resource classification; completing feasibility and reserve upgrade work; and potential.
The
foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Assignment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
disclosures in Item 1.01 are hereby incorporated by reference into this Item 2.01.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1
*† |
|
Assignment of Mineral Property Purchase Agreement, dated June 1, 2026, by and between Tall Ship Resource Development LLC and I-ON Digital Corp. |
| 99.1 |
|
Press Release dated June 1, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Filed herewith.
†
Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K, and the Registrant agrees to furnish
to the SEC a copy of any omitted schedule and/or exhibit upon request.
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:
June 5, 2026 |
By: |
/s/
Carlos X. Montoya |
| |
|
Carlos
X. Montoya |
| |
|
Chief
Executive Officer |
Exhibit
99.1
FOR
IMMEDIATE RELEASE
I-ON
Digital Corp. Secures Strategic Expansion of U.S. Gold Claims Portfolio Through Binding Acquisition Agreement
Board-Approved
Acquisition Fully Financed Through Cash, Seller Finance, Treasury-Held IONau Gold Assets and I-ON Common Stock; Closing and Digitization
Targeted for Q3 2026
CHICAGO,
IL - June 1, 2026 - I-ON Digital Corp. (OTCQB: IONI) (“I-ON” or the “Company”), a financial technology company
focused on the digitization and tokenization of institutional-grade real-world assets (“RWAs”), today announced that it has
entered into a binding Purchase and Assumption Agreement to acquire rights to 20 Bureau of Land Management (“BLM”) gold mining
claims located in the southwestern United States.
The
transaction represents a significant expansion of the Company’s growing gold claims pipeline and advances I-ON’s strategy
of building a scalable digital asset infrastructure supported by proven ownership interests in gold-bearing mineral assets. Upon closing,
the acquisition is expected to increase the Company’s inventory of onboarding-eligible mineral assets and expand the pool of eligible
assets available for future digitization initiatives.
The
acquisition is expected to support the Company’s broader strategy of expanding its real-world asset ecosystem through the future
development of site-specific mineral processing, recovery, storage, and vaulting capabilities. Management believes these initiatives
may enhance the long-term utility of qualifying mineral assets and create additional pathways for reserve monetization, asset digitization,
and balance sheet growth.
The
Company has secured the funding sources necessary to complete the acquisition, with consideration expected to consist of a strategic
combination of cash, Seller Finance, treasury-held IONau, and I-ON common stock, with the initial funding tranche being executed in collaboration
with Real Asset Acquisition Corp. (https://raac.io). In addition, the Seller has substantially completed I-ON’s proprietary onboarding,
verification, and reserve qualification process prior to the opening of escrow, allowing the transaction to advance through many of its
most significant diligence and qualification milestones. While final geological review, reserve validation, claim rights verification,
and other customary closing conditions remain outstanding, and no assurance can be given that the claims will ultimately satisfy all
onboarding requirements, the Company believes this advanced stage of review reduces execution risk, supports an accelerated path to closing,
and strengthens its growing pipeline of digitization-eligible mineral assets. Subject to completion of the remaining verification and
closing requirements, I-ON currently expects to complete the acquisition and onboard eligible claims into its digital asset ecosystem
during the third quarter of 2026.
Beyond
the initial acquisition of rights to 20 claims, the agreement provides I-ON with a joint-venture operating option over additional mineral
claims held by the seller, while establishing a structured pathway for future reserve growth without the need to renegotiate mineral
rights allocation on a claim-by-claim basis.
“This
transaction reflects the continued execution of our long-term strategy to build a scalable pipeline of institutional-quality mineral
assets for digitization, deployment, and future financial innovation,” said Carlos Montoya, Chief Executive Officer of I-ON Digital
Corp. “By combining a scalable reserve acquisition strategy with a rigorous onboarding and verification framework, we believe I-ON
is establishing a differentiated platform for real-world asset digitization. With financing secured and substantial onboarding milestones
already achieved, this acquisition represents another step toward expanding our pipeline of digitization-eligible assets, securing individual
and institutional relationships, and advancing our greater long-term growth strategy in general.”
Transaction
Highlights
| |
● |
Binding
Purchase and Assumption Agreement to acquire rights to 20 Bureau of Land Management (“BLM”) gold mining claims located
in the southwestern United States. |
| |
|
|
| |
● |
Acquisition
financed through a combination of cash, Seller Finance, IONau, and I-ON common stock. |
| |
|
|
| |
● |
I-ON
has secured the funding sources necessary to complete the acquisition, subject only to customary due diligence and closing requirements. |
| |
|
|
| |
● |
Accelerated
escrow timeline supported by the Seller’s substantial completion of I-ON’s proprietary onboarding and verification process
prior to opening escrow. |
| |
|
|
| |
● |
Closing
and digitization of the acquired claims targeted for the third quarter of 2026. |
| |
|
|
| |
● |
Joint
venture operating option secured on additional seller-controlled mineral claims, creating a structured pathway for future reserve
expansion. |
ABOUT
I-ON DIGITAL CORP
I-ON
Digital Corp. (OTCQB: IONI) is a U.S.-based digital asset infrastructure company focused on real-world-asset tokenization, regulated
gold-backed digital instruments, and digital asset banking services. The Company’s platform enables institutions to digitize, tokenize,
manage, and distribute physical and in-situ assets within compliant, treasury-grade frameworks.
FOR
FURTHER INFORMATION, PLEASE CONTACT:
I-ON
Digital Corp.
Investor
Relations
Email:
ir@iondigital.com
Web:
www.iondigitalcorp.com
FORWARD-LOOKING
STATEMENTS
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated closing, financing,
escrow timeline, onboarding, digitization, and joint venture option associated with the BLM claims acquisition, as well as expected timing
and benefits of the transaction. These statements are based on current expectations and assumptions and are subject to risks and uncertainties
that could cause actual results to differ materially, including, among others, the satisfaction of closing conditions, completion of
due diligence, regulatory and title matters, the availability and value of funding sources (including Seller Finance, IONau,and the Company’s
common stock), market conditions, and the risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission.
Forward-looking statements speak only as of the date hereof, and except as required by law, the Company undertakes no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
