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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 |
