I-ON Digital Corp. 8-K

What Happened
I-ON Digital Corporation (IONI) filed an 8-K on February 23, 2026 reporting that, commencing February 16, 2026, it entered into settlement agreements with five unrelated lenders to repay and fully discharge promissory notes with an aggregate principal of $1,210,000 plus accrued interest, penalties and fees. In exchange the company issued 396,000 shares of its common stock (par value $0.0001) and 489.5 IONau gold-backed digital asset tokens. The IONau tokens were valued at approximately $2,454,304.05 in the aggregate based on a gold closing spot price of $5,013.90 per troy ounce on February 16, 2026 (valuation per the contractually agreed LBMA-based methodology).

Key Details

• Aggregate principal of notes settled: $1,210,000 (plus interest, penalties, fees).
• Shares issued: 396,000 shares of common stock (par value $0.0001).
• Tokens issued: 489.5 IONau gold-backed tokens, valued at ~$2,454,304.05 (spot gold $5,013.90/oz on 2/16/2026).
• Shares issued under exemptions from registration (Section 3(a)(9) and Section 4(a)(2) of the Securities Act); no commission or other remuneration paid.
• Settlement agreements include releases and customary representations/warranties; form of agreement is attached as Exhibit 10.1 to the 8-K.

Why It Matters
This 8-K shows I-ON Digital extinguished about $1.21M of debt without paying cash by issuing equity and a sizable amount of gold-backed tokens. For investors, that means a reduction in liabilities on the company’s balance sheet but also additional shares outstanding (dilution) and issuance of token-based assets. The token valuation reported exceeds the principal amount of the notes, reflecting the LBMA-linked gold price used in the settlement calculation. Investors should note the stock issuance relied on registration exemptions and review the attached settlement agreement (Exhibit 10.1) for full terms.