I-On Digital settles debt with stock and gold tokens

I-On Digital Corporation entered into material settlement agreements with five unrelated lenders to eliminate promissory notes with an aggregate principal amount of $1,210,00 plus accrued interest, penalties and fees.

Rhea-AI Filing Summary

I-On Digital Corporation entered into material settlement agreements with five unrelated lenders to eliminate promissory notes with an aggregate principal amount of $1,210,00 plus accrued interest, penalties and fees. The notes were repaid and fully discharged without cash using equity and digital assets.

The lenders received a total of 396,000 shares of common stock and 489.5 IONau gold-backed digital asset tokens issued by the company. The IONau tokens were valued at approximately $2,454,304.05 in total, based on a gold price of $5,013.90 per troy ounce on February 16, 2026, under a contractually agreed LBMA-based methodology.

The common shares were issued as unregistered securities in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, with no commission or other remuneration paid. The agreements include releases and customary representations, warranties and covenants by the company.

Insights

Corporate finance analyst

I-On Digital settles debt using stock and gold-backed tokens.

I-On Digital Corporation has eliminated promissory notes with an aggregate principal of $1,210,00 plus interest and fees by issuing 396,000 common shares and 489.5 IONau gold-backed tokens. This shifts obligations from cash repayment to equity and digital asset consideration.

The IONau tokens used in the settlement were valued at approximately $2,454,304.05, based on a gold price of $5,013.90 per troy ounce on February 16, 2026, using a contractually agreed LBMA-linked method. Economic impact depends on token liquidity, market perception of the digital asset and the effect of new share issuance on existing holders.

The equity component was issued as unregistered securities under Sections 3(a)(9) and 4(a)(2), with no commissions paid, indicating a direct settlement between the company and lenders. Future disclosures in periodic reports may provide more detail on balance sheet changes and any ongoing obligations under the settlement agreements.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What did I-On Digital Corporation (IONI) announce in this 8-K filing?

I-On Digital Corporation disclosed settlement agreements with five unrelated lenders, fully discharging promissory notes totaling $1,210,00 principal plus interest and fees. The company repaid these obligations using newly issued common stock and its IONau gold-backed digital asset tokens instead of cash.

How much debt did I-On Digital (IONI) settle and with how many lenders?

The company settled promissory notes with an aggregate principal of $1,210,00, plus all interest, penalties and fees. These obligations were owed to five unrelated lenders, who agreed to accept shares and gold-backed digital tokens as full repayment under the settlement agreements.

What consideration did lenders receive in I-On Digital’s (IONI) debt settlement?

Lenders received an aggregate of 396,000 shares of I-On Digital common stock and 489.5 IONau gold-backed digital asset tokens. The tokens were valued at approximately $2,454,304.05 in total, based on a $5,013.90 per troy ounce gold price on February 16, 2026.

How were IONau tokens valued in I-On Digital’s (IONI) settlement?

The 489.5 IONau gold-backed tokens were valued at about $2,454,304.05 in aggregate. This value used a closing gold spot price of $5,013.90 per troy ounce on February 16, 2026, following a contractually agreed methodology tied to the LBMA reference price.

Were I-On Digital (IONI) settlement shares registered with the SEC?

No, the 396,000 I-On Digital common shares issued in the settlement were unregistered. They were issued in reliance on exemptions from registration under Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, with no commission or other remuneration paid.

Did I-On Digital (IONI) pay any commissions in this debt settlement?

I-On Digital stated that no commission or other remuneration was paid in connection with issuing the common stock and IONau tokens. This indicates the settlement was directly negotiated with the five lenders, without intermediary compensation tied to the securities issuance.

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

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Accepted by SEC EDGAR 02/23/2026 - 04:44 PM EST Learn about SEC filing dates

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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): ____February 16, 2026______

I-ON DIGITAL CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-54995		46-3031328
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

1244 N. Stone St. Unit #3
Chicago, Illinois		60610
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 440-2278

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 (see General Instruction A.2. below):

☐	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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		IONI		OTC Markets

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.

Commencing on February 16, 2026, I-On Digital Corporation (the “Company”) entered into settlement agreements (the “Agreements”) with five unrelated lenders to settle promissory notes (the “Notes”) in the aggregate, principal amount of $1,210,00 plus all interest, penalties and fees. Pursuant to the Agreement, the Notes were repaid and fully discharged in consideration for (i) the issuance of an aggregate of 396,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) 489.5 IONau gold-backed digital asset tokens issued by the Company.

The IONau tokens were valued at approximately $2,454,304.05 in the aggregate, based on the closing spot price of gold of $5,013.90 per troy ounce on February 16, 2026. The valuation was derived from the contractually agreed methodology tied to the applicable LBMA reference price.

The shares of Common Stock were issued in reliance upon the exemption from registration provided by Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended. No commission or other remuneration was paid in connection with the issuance.

The Agreements have release and other customary representations, warranties, and agreements by the Company. The description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of such Agreement which is attached hereto as Exhibits 10.1.

Item 3.02. Unregistered Sales of Equity Securities.

The information under Item 1.01 of this Current Report on Form 8-K related to the issuance of the shares of Common Stock is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description
10.1		Form of Paid in Full & Final Settlement Agreement
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.

	I-ON DITIGAL CORPORATION
Date: February 23, 2026	By:	/s/ Carlos X. Montoya
		Carlos X. Montoya Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 56.7 KB

Other Documents

• EX-10 GRAPHIC 21.5 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB