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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): June 28, 2023

 

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 June 28, 2023, I-ON Digital Corp. (the “Company”) announced it had reached an agreement in principle with the members of Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), to acquire all of the outstanding membership interests of OAG, which is the majority shareholder of Orebits Corp (such transaction, the “Transaction”). As part of the agreement in principle, upon the consummation of the Transaction, OAG would transfer all its right, title and interest in and to approximately 10,000 Orebits.AU gold-backed digital assets to the Company.

 

The Transaction remains an agreement in principle and has not yet been memorialized in any definitive documentation. As such, the consummation of the Transaction is subject to the completion of comprehensive due diligence by the Company.

 

A copy of the press release announcing the agreement in principle is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit   Description
99.1   Press Release issued by I-ON Digital Corp., dated June 28, 2023
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: June 28, 2023 I-ON DIGITAL CORP.
     
  By: /s/ Carlos X. Montoya
  Name: Carlos X. Montoya
  Title: President

 

   

 

 

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