8-K

                       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): August 6, 2002

                               ION NETWORKS, INC.
        ----------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


        Delaware                    000-13117                   22-2413505
- --------------------------------------------------------------------------------
(State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
     of Incorporation)                                     Identification No.)


       1551 South Washington Avenue
          Piscataway, New Jersey                                  08854
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)


(Registrant's telephone number, including area code): (732) 529-0100



                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



Item 5.  Other Events.

         On August 6, 2002, ION Networks, Inc. (the "Company"), issued a press
release announcing its transfer from the Nasdaq National Market to the Nasdaq
SmallCap Market, effective August 7th 2002.

         A copy of the press release, which is incorporated by reference herein
and made a part hereof, is filed with this Current Report on Form 8-K as Exhibit
99.1.

Item 7.  Financial Statements and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits.

         Exhibit No.                Description

          99.1                      Press Release of the Company, dated
                                    August 6, 2002, announcing its transfer
                                    from the Nasdaq National Market to the
                                    Nasdaq SmallCap Market.

                                       2



                                   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:    August 6, 2002                   ION NETWORKS, INC.


                                          By:        /s/ Ted Kaminer
                                              ------------------------------
                                              Ted Kaminer
                                              Chief Financial Officer

                                       3



                                  EXHIBIT INDEX


Exhibit No.      Description

  99.1           Press Release of the Company dated August 6, 2002.

EX-99.1

ION NETWORKS ANNOUNCES FISCAL FIRST QUARTER FINANCIAL RESULTS

PISCATAWAY, NJ - July 31, 2002 - ION Networks Incorporated (NASDAQ: IONN), a
leading provider of security and management solutions that protect critical
infrastructure from internal and external security threats, today announced its
financial results for its fiscal first quarter ended June 30, 2002. The Company
reported revenue for the quarter of $960,000. This compares to revenue of $2.1
million in the previous quarter and $1.9 million for the first quarter of the
previous fiscal year. Company management cited a lengthening of its sales cycle
due to the impact of continued economic pressure on capital spending and IT
spending as a reason for the drop in revenue.

Kam Saifi, ION's President and CEO, commented on the first quarter, "We continue
to expand our presence in verticals such as financial services, healthcare,
utilities, and government agencies. The prolonged economic pressures have
temporarily impacted our sales cycle, but not our progress. As corporations
develop more confidence in their earnings prospects, we anticipate IT spending
to increase, resulting in shortened sales cycles." Mr. Saifi continued, "We have
developed a focused marketing effort and process intended to maximize sales
opportunities. Worldwide security concerns, especially in light of terrorist
alerts, have made corporations and services aware of their technological
vulnerability. Growing interest in our products and services has been highly
reassuring."

ION incurred a cash loss for the first quarter, defined as after tax earnings
before depreciation and amortization charges, of $1.8 million compared to a
comparable loss of $0.8 million in the prior quarter and $1.5 million in the
same period of the previous fiscal year. The net loss was $2.1 million, or $0.09
per share, for the fiscal first quarter, an increase of $0.9 million over the
prior quarter level of $1.2 million, or $0.06 per share, and an increase of $0.1
million as compared to $2.0 million or $0.11 per share for the same period of
the prior year. Gross margins increased to 63 percent in the first quarter as
compared to 54 percent during the prior fiscal quarter and 56 percent during the
same period of the prior year.

Mr. Saifi added, "The coordinated effort of our current team will help ensure
that ION maximizes its exposure to and penetration of target markets, while
maintaining operational efficiencies. Everyone at our company is primed and
committed to achieve our mission of becoming the leading infrastructure security
company, worldwide. The market is increasingly recognizing the necessity of
securing technological assets from security breaches. Inadequate security
measures could result in damages beyond monetary measure. Given our results for
the first half of calendar 2002 and the continued difficult economic environment
in which we are operating, we no longer expect to achieve $12 million in revenue
for the current calendar year. Because of the continued uncertainty of the
market, it is difficult to provide revenue guidance at this time. Our sales
pipeline is healthy and continues to grow despite the difficult economic
environment. We are evaluating various alternatives for raising additional
capital and we believe that we are taking all necessary steps to reduce costs
and improve margins, enabling us to reach profitability as quickly as possible.
Based on our plan, we expect to reach profitability by the end of the second
quarter of 2003."