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): April 15, 2024

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.)

1244 N. Stone St. Unit #3, Chicago, IL 60610

(Address of principal executive offices)

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:

☐	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 8.01. Other Events.

On April 15, 2024, the Company issued a press release announcing it will not be able to file its Annual Report on Form 10-K by the deadline required by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release issued by I-ON Digital Corp., dated April 15, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document

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: April 15, 2024	I-ON DIGITAL CORP.
	By:	/s/ Carlos X. Montoya
	Name:	Carlos X. Montoya
	Title:	President

EX-99.1

Exhibit 99.1

I-ON Digital Corp.
Announces Delay in Annual Report Filing
NEWS RELEASE BY I-ON Digital Corp.

Chicago, IL | April 15, 2024 05:15 PM, Eastern

I-ON Digital Corp. (OTC: IONI), a company engaged in institutional-level asset digitization and securitization solutions, today announced that it is continuing to finalize the review and audit of its financial statements for the year ended December 31, 2023. As a result, it will not file its Annual Report on Form 10-K for the year ended December 31, 2023 today as required by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

“We are continuing to finalize our 2023 financial statements and audit,” said Carlos Montoya, Chief Executive Officer. “We are working diligently to complete the review and expect to file our 10-K within the next week,” Montoya continued.

About I-ON Digital Corp:

I-ON Digital Corp (OTC: IONI) is a leading-edge provider of asset-digitization and securitization solutions engineered to provide a secure, fast, transparent, and institutional-grade ecosystem that digitizes documentary evidence of ownership, in accordance with a rigorous onboarding and acceptance process, into secure, asset- backed digital certificates that bring liquidity and accepted value to a wide-array of asset classes.

I-ON develops, acquires, and deploys a portfolio of novel and patented next- generation technologies that have been integrated and engineered into a comprehensive ecosystem built on a zero-trust, hybrid blockchain architecture that utilizes state-of-the-art smart contracts and sophisticated workflow management AI technologies to digitize ownership records of recoverable gold, precious metal, and mineral reserves into digital certificates that facilitate wealth transfer through new asset-backed financial instruments and asset classes that provide reserve owners and investors a new channel to maximize portfolio liquidity.

By offering services associated with asset digitization and securitization, and by licensing the Company’s expanding intellectual property portfolio, I-ON is able to generate revenue through transaction fees while actively growing innovative platforms beneficial for next-generation transactional models. Additional information is available at https://iondigitalcorp.com/.

Forward-Looking Statements

This news release contains forward-looking statements involving risks and uncertainties, which may cause results to differ materially from the statements made. When used in this document, the words “may,” “would,” “could,” “will,” “intend,” “look to,” plan,” “anticipate,” “believe,” “estimate,” “expect,” “seek,” “potential,” “outlook,” and similar expressions are intended to identify forward- looking statements. Such statements, including, but not limited to, I-ON’s current views with respect to future events and its financial forecasts, are subject to such risks and uncertainties. Many factors could cause actual results to differ materially from the statements made, including those risks described from time to time in filings made by I-ON with the Securities and Exchange Commission. In addition, there is uncertainty about the further spread of the COVID-19 virus or new variants thereof or the occurrence of another wave of cases and the impact it may have on the Company’s operations, the demand for the Company’s products, global supply chains, and economic activity in general. These and other risks and uncertainties are detailed in the Company’s filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. Statements in this news release regarding past trends or activities should not be taken as a representation that such trends or activities will continue. I-ON does not intend or assume any obligation to update these forward- looking statements other than as required by law.

Contact Details

I-ON Digital Corp.

Investor Relations

+1 866-440-2278

IR@iondigitalcorp.com

Company Website

https://iondigitalcorp.com

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Cover	Apr. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 15, 2024
Entity File Number	000-54995
Entity Registrant Name	I-ON DIGITAL CORP.
Entity Central Index Key	0001580490
Entity Tax Identification Number	46-3031328
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1244 N. Stone St. Unit #3
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60610
City Area Code	(866)
Local Phone Number	440-2278
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	IONI
Entity Emerging Growth Company	false