8-K

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): December 28, 2021

I-ON DIGITAL CORP.

  (Exact Name of Registrant as Specified in its Charter)

Delaware	000-54995	46-3031328
(State of Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

15, Tehran-ro 10-gil, Gangam-gu, Seoul, 06234 Korea

(Address of principal executive offices)

Registrant’s telephone number, including area code: +82-2-3430

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)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

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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.

On April 28, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”) with CDI Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Acquisition”), Cardio Diagnostics, Inc., a Delaware corporation (“CDI”), and the shareholders of CDI (the “CDI Shareholders”).  On December 28, 2021, the Company and CDI agreed to extend the Termination Date of the Agreement to February 28, 2022 wherein CDI agreed to reimburse the Company for any and all expenses in connection with the Company’s Form 10-K filing for the year ending December 31, 2021.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 3 to Agreement and Plan of Merger and Reorganization

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 3, 2022	I-ON DIGITAL CORP.
	By:	/s/ Jae Cheol Oh
		Name: Jae Cheol Oh
		Title: Chief Executive Officer

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3

TO

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This Amendment No. 3 to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made and entered into as of December 28, 2021, by and among I-ON DIGITAL CORP., a Delaware corporation (the “Company”), CDI ACQUISITION CORP., a Delaware corporation (“Acquisition”) and CARDIO DIAGNOSTICS, INC., a Delaware corporation (“CDI”).

RECITALS:

A.        Company, Acquisition, CDI and the shareholders of CDI (the “CDI Shareholders”) entered into that certain Agreement and Merger and Reorganization dated as of April 27, 2021 (the “Merger Agreement”) as amended on August 29, 2021 and October 11, 2021.

B.         The parties hereto now desire to amend the Merger Agreement in accordance with Section 8.11 of the Merger Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.          Amendment.

Section 7.1(a) of the Merger Agreement is hereby deleted in its entirety and amended and restated in its entirety to read as follows:

(a) This Agreement may be terminated by either the CDI Directors or the Company Board at any time prior to the Closing Date if: (i) there shall be any actual or threatened action or proceeding before any court or any  governmental body  which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal  counsel,  makes  it  inadvisable to proceed with the Merger contemplated by this Agreement; (ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose  approval  is  required  to consummate such transactions or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Merger; (iii) there shall have been any change after the date of the latest balance sheets of CDI or the Company, respectively, in the assets, properties, business, or financial condition of CDI or the Company,  which could have a materially adverse affect on the value of the business of CDI or the Company, respectively, as the case may be, dated as of the date of execution of this Agreement; or (iv) the Closing Date shall not have occurred by February 28, 2022, or such other date as Company and CDI may agree upon in writing. In the event of termination pursuant to this Section 7.1(a), no obligation, right, or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions contemplated thereby.

2.         Reimbursement of Expenses. Upon the execution of this Amendment, CDI hereby agrees to reimburse any the expenses incurred by the Company for the costs actually incurred by the Company for the preparation and filing of the Form 10-K for the year ending December 31, 2021 including any accounting, auditing, legal and filing fees related to same.

3.          No Implied Amendments; Effective Date. Except as amended herein, all terms and provisions contained in the Merger Agreement shall remain in full force and effect. Each of the parties hereto agrees that the amendment to the Merger Agreement contained herein shall be effective upon the execution of this Amendment by each party hereto. On and after the date hereof, each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Merger Agreement shall mean the Merger Agreement as amended by this Amendment.

4.          Counterparts.  This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Amendment may be delivered by facsimile and by scanned portable document format image.  Facsimiles or other electronic copies of signatures will be deemed to be originals.

5.          Defined Terms.  Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Merger Agreement.

6.          Choice of Law.  This Amendment is to be construed and governed by the laws of the State of Delaware, without regard to the conflict of laws rules thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the undersigned effective as of the date first above written.

I-ON DIGITAL CORP.
By:	/s/ Jae Cheol Oh
Name: Jae Cheol Oh
Title: Chief Executive Officer
CDI ACQUISITION CORP.
By:	/s/ Jae Cheol Oh
Name: Jae Cheol Oh
Title: President
CARDIO DIAGNOSTICS, INC.
By:	/s/ Meeshanthini V. Dogan
Name: Meeshanthini V. Dogan
Title: Chief Executive Officer

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XML

Document and Entity Information	Dec. 28, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2021
Entity Registrant Name	I-ON DIGITAL CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-54995
Entity Tax Identification Number	46-3031328
Entity Address, Address Line One	15, Tehran-ro 10-gil
Entity Address, City or Town	Gangam-gu, Seoul
Entity Address, Country	KR
Entity Address, Postal Zip Code	06234
City Area Code	82
Local Phone Number	-2-3430
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001580490
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	IONI
Security Exchange Name	NYSE