I-ON Digital Corp. 8-K

What Happened

• I-ON Digital Corp. announced on June 8, 2026 that its Board approved the I-ON Digital Corp. 2026 Equity Incentive Plan and granted stock options under that plan. The company reserved 100,000 Series E Convertible Preferred Shares for the plan and awarded options to purchase an aggregate 66,750 Series E Shares to certain officers, employees and service providers on that date. Additional grants of 20,750 Series E Share options were made to other employees, consultants and third-party service providers.

Key Details

• Plan reserve and growth: 100,000 Series E Shares initially reserved; the reserve will automatically increase each January 1 for up to 10 years by 4% of outstanding capital stock as of prior Dec. 31.
• Option economics: Options granted at an exercise price of $145 per Series E Share (based on the company’s common stock close of $0.29 on June 5, 2026 and a 500:1 conversion rate).
• Grants to named executives: Carlos X. Montoya (18,000 options + 2,000 performance options), Ken Park (9,000 + 2,000), Brad Hoffman (5,000 + 2,000), John Jubilee (2,000 + 2,000), Patrick White (2,000 + 2,000). Options generally vest quarterly over two years and fully vest upon a Change in Control.
• Performance conditions: Several grants include performance vesting (examples: Nasdaq uplisting and $7.50 price target for Montoya; market-penetration and $5M tokenization revenue targets for Park; bank acquisition and $7.5M fundraising for Jubilee).

Why It Matters

• Potential dilution: The plan initially reserves 100,000 Series E Shares and the company has already granted a combined 87,500 options (66,750 + 20,750), leaving limited remaining shares under the initial reserve; the automatic annual increases can further expand available shares over time.
• Alignment and milestones: Grants combine time-based vesting and performance hurdles tied to strategic goals (e.g., Nasdaq uplisting, revenue and partnership targets, M&A). These conditions show management incentives are linked to corporate milestones that could affect stock value and liquidity.
• Investor takeaway: The filing signals management compensation and retention steps and outlines specific operational targets investors can watch; the exercise price and conversion ratio detail how these preferred-share options relate to the company’s common stock price.