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 18, 2026

I-ON Digital Corp.

(Exact name of registrant as specified in its charter)

Delaware	000-54995	46-3031328
(State of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification Number)

1244 N. Stone Street, Unit 3

Chicago, Illinois 60610

(Address of principal executive offices) (Zip code)

(866) 440-2278

(Registrant’s telephone number, including area code)

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: None

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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2026, (the ~~“Assignment~~Board ~~Effective~~of ~~Date~~Directors (the “Board”), of I-ON Digital Corp., ~~a Delaware corporation~~ (the “Company”), ~~entered into~~approved anthe ~~Assignment~~I-ON ofDigital Corp. ~~Mineral~~2026 ~~Property~~Equity ~~Purchase~~Incentive ~~Agreement~~Plan (the “~~Assignment~~2026 ~~Agreement~~Plan”). ~~with~~The ~~Tall~~2026 ~~Ship~~Plan ~~Resource~~is ~~Development~~designed to help the Company secure and retain services ~~LLC~~of employees, adirectors, ~~Delaware~~and ~~limited~~consultants, ~~liability~~provide ~~company~~incentives ~~controlled~~for maximum effort, and ~~owned~~allow byparticipants to benefit from increases in the value of the Company’s ~~Chief~~stock. ~~Executive~~The ~~Officer~~2026 ~~and~~Plan ~~majority~~provides ~~shareholder, Carlos~~for ~~Montoya~~eight ~~(“Tall~~categories ~~Ship”~~of Awards: (i) Incentive Stock Options, ~~pursuant~~(ii) toNonstatutory Stock ~~which~~Options, ~~Tall~~(iii) ~~Ship~~Stock ~~irrevocably~~Appreciation ~~assigned~~Rights, ~~transferred,~~(iv) ~~conveyed,~~Restricted ~~and~~Stock ~~delivered~~Awards, to(v) ~~the Company~~Restricted ~~all~~Stock ofUnit ~~Tall~~Awards, ~~Ship’s~~(vi) ~~right~~Performance Stock Awards, ~~title~~(vii) Performance Cash Awards, and ~~interest~~(viii) asOther ~~buyer~~Stock ~~under~~Awards. ~~that~~Pursuant ~~certain~~to ~~Secured~~the ~~Mineral~~2026 ~~Property~~Plan, ~~Purchase~~100,000 ~~Agreement~~shares ~~dated~~of the Company’s ~~May~~Series ~~17–18,~~E ~~2026~~Convertible Preferred Stock (the “~~Purchase~~Series ~~Agreement~~E Shares”) ~~between~~are ~~Tall~~reserved ~~Ship~~for ~~and~~issuance ~~the~~pursuant ~~prior~~to ~~owners~~awards ~~thereof~~granted ~~and/or~~under ~~their~~the 2026 ~~designated~~Plan ~~entity~~ (~~collectively,~~ the “~~Seller~~Share Reserve”). ~~The~~In ~~Company~~addition, ~~did~~the ~~not~~Share ~~pay~~Reserve ~~any~~will ~~consideration~~automatically toincrease ~~Tall~~on ~~Ship~~January 1st of each year, for ~~the~~a ~~assignment~~period of ~~the~~not ~~rights~~more ~~to the~~than ~~Claims~~ten ~~under~~years, ~~the~~commencing ~~Purchase~~on ~~Agreement~~January ~~but~~1, ~~did~~2027, ~~agree~~in toan ~~assume~~amount ~~all~~equal ofto ~~Tall~~4% ~~Ship’s~~of ~~obligations~~the tototal ~~the~~number ~~Seller~~of ~~under~~shares ~~the~~of ~~Purchase~~Capital ~~Agreement~~Stock asoutstanding ~~more~~on ~~fully~~December ~~set~~31st ~~forth~~of ~~below~~the preceding calendar year.

The ~~Purchase~~foregoing ~~Agreement~~description ~~relates to the acquisition~~ of ~~twenty-one (21) of twenty-two (22) mutually agreed upon unpatented placer mining claims known as~~ the “2026 ~~Project,”~~Plan ~~Bureau~~does ofnot ~~Land~~purport ~~Management~~to ~~(“BLM”)~~be ~~gold~~complete ~~mining~~and ~~claims~~is ~~located~~qualified in ~~the southwestern~~its ~~United~~entirety ~~States~~by ~~(the~~reference ~~“Claims”).~~to ~~The~~the ~~Project~~complete text ~~consists~~ of ~~twenty-two~~the ~~(22)~~2026 ~~contiguous~~Plan ~~BLM~~which ~~placer~~is ~~mining~~filed ~~claims, comprising~~as ~~approximately~~Exhibit ~~440 acres and containing an estimated~~ 10.1 to ~~1.5~~this ~~million~~Current ~~ounces~~Report ofon ~~in situ~~Form ~~gold~~8-K ~~reserves. The project exhibits mineralization associated with gold, platinum group metals, light~~ and ~~heavy~~are ~~rare earth~~incorporated ~~elements,~~herein ~~gallium,~~by ~~scandium, and yttrium~~reference.

~~The~~Also ~~total~~on ~~purchase~~June ~~price~~8, of2026, the ~~Claims~~Company ~~under~~granted ~~the~~stock ~~Purchase~~options ~~Agreement~~to ispurchase ~~$25,000,000,~~an ~~payable~~aggregate ~~via~~66,750 anshares ~~initial~~of ~~escrow~~Series ~~deposit~~E ofShares ~~$500,000~~under ~~(including a~~the ~~$75,000~~2026 ~~reimbursement~~Plan to ~~Seller~~certain officers, ~~conditioned~~employees, onand ~~receipt~~service providers of ~~supporting~~the ~~documentation)~~Company. ~~and~~The ~~deferred~~options ~~installment~~were ~~payments~~granted asat ~~set~~an ~~forth therein.~~exercise ~~The~~price ~~Purchase~~of ~~Agreement~~$145 ~~contemplates~~per ashare, ~~phased~~based ~~transfer~~upon the closing price of the ~~Claims:~~Company’s ~~eleven~~common ~~(11)~~stock ~~mutually~~on ~~agreed~~Friday ~~claims~~June ~~transferring~~5, ~~free~~2026 ~~and clear~~of at$0.29 multiplied by the ~~initial~~conversion ~~closing,~~rate ~~and~~of ~~ten~~500 ~~(10)~~to ~~mutually~~1. The ~~agreed~~following ~~claims~~is ~~transferring~~a ~~free~~summary ~~and~~of ~~clear~~the ~~upon~~material ~~completion~~terms of the ~~fourth~~option ~~installment payment~~grants made under the 2026 Plan.

~~Pursuant~~Named toExecutive ~~the~~Officers ~~Assignment Agreement, effective as of the Assignment Effective Date, Tall Ship irrevocably assigned, transferred, conveyed,~~ and ~~delivered~~ toKey the Company all of Tall Ship’s right, title, and interest in, to, and under the Purchase Agreement, including without limitation: (i) all rights to acquire, receive, and hold title to the twenty-one (21) claims in accordance with the phased transfer schedule set forth in the Purchase Agreement; (ii) all rights relating to the escrow, including rights to direct disbursements and receive any refunds in the event of Seller default; (iii) all due diligence rights, access rights, and cooperation rights afforded to buyer under the Purchase Agreement during the purchasing claims period; (iv) all rights to participate in the cooperative Acquisition and Development Agreement relating to the proposed local mineral processing mill; and (v) all other rights, benefits, privileges, claims, and interests of buyer under the Purchase Agreement.Personnel

~~Further,~~Carlos ~~pursuant~~X. toMontoya ~~the~~— ~~Assignment~~Mr. ~~Agreement~~Montoya ~~and~~received ~~effective~~options asto ofpurchase ~~the~~18,000 ~~Assignment~~Series ~~Effective~~E ~~Date,~~Shares ~~the~~vesting ~~Company~~in ~~accepted~~equal ~~the~~quarterly ~~assignment~~installments ~~and~~over ~~assumed~~two years ~~all~~commencing ~~liabilities,~~on ~~duties,~~the ~~and~~Vesting ~~obligations~~Date, ofsubject ~~Tall~~to ~~Ship~~Mr. asMontoya’s ~~buyer~~Continuous ~~under~~Service ~~the~~as ~~Purchase~~of ~~Agreement~~each ~~arising~~such ~~from~~date, ~~and~~with ~~after~~100% of the ~~Assignment~~shares ~~Effective~~subject ~~Date,~~to ~~including~~the ~~without~~option ~~limitation:~~vesting ~~(i)~~upon ~~all~~a ~~installment~~Change ~~payments~~in ~~and~~Control. ~~interest~~Mr. ~~obligations~~Montoya ~~under~~also ~~the~~received ~~purchase~~a ~~price~~performance-based ~~payment~~option ~~schedule; (ii)~~to ~~all~~purchase ~~escrow~~an ~~funding~~additional ~~obligations~~2,000 Series ~~including~~E ~~the initial $500~~Shares,~~000~~ ~~deposit~~which ifvest ~~not~~100% ~~yet~~upon ~~funded;~~completion ~~(iii)~~of ~~all~~a ~~obligations~~Nasdaq touplisting ~~complete~~and ~~the NI~~achievement ~~43-101~~of ~~technical~~a ~~report~~$7.50 ~~and~~stock ~~related~~price ~~feasibility~~maintained ~~studies~~for ata ~~the~~minimum of ~~Company’s~~10 ~~cost;~~days ~~(iv) all access~~running, ~~cooperation,~~combined ~~and~~with ~~due~~successful ~~diligence obligations~~completion ~~owed~~of toa ~~Seller~~merger ~~during the purchasing claims period;~~ and ~~(v)~~acquisition ~~all~~initiative ~~obligations~~involving ~~relating~~a tostrategic ~~the~~banking ~~development,~~or ~~financing, and operation~~technology ~~of the proposed mineral processing mill~~partnership.

~~The~~Ken ~~Company~~Park ~~intends~~— Mr. Park received options to ~~utilize~~9,000 Series E Shares vesting in equal quarterly installments over two years commencing on the Vesting Date, subject to Mr. Park’s Continuous Service as of each such date, with 100% of the shares subject to the option vesting upon a ~~phased~~Change ~~reserve~~in Control. Mr. Park also received a performance-based option to purchase an additional 2,000 Series E Shares, which vests 100% upon development and ~~digitization~~Board ~~strategy~~approval ~~with~~of ~~respect~~a Market Penetration Strategy to position the ~~Project,~~Company as a category leader in gold-backed digital assets (including: ~~advancing~~reaching ~~core~~100,000 site visitors per month), establishing institutional partnerships and tokenization ~~claims~~revenue ~~toward~~of ~~inferred/indicated~~a ~~resource~~minimum ~~classification;~~of ~~completing~~$5 ~~feasibility~~million in direct revenues, developing a community ecosystem and ~~reserve~~investor ~~upgrade~~growth ~~work;~~goals, scaling an open finance platform with 10,000 accredited investor sign-ups, and ~~potential~~revenue acceleration via business development of a minimum of five new banking partnerships.

~~The~~Brad ~~foregoing~~Hoffman ~~description~~— ofMr. ~~the~~Hoffman ~~Assignment~~received ~~Agreement~~options ~~does~~to ~~not~~purchase ~~purport~~5,000 toSeries beE ~~complete~~Shares ~~and~~vesting isin ~~qualified~~equal inquarterly ~~its~~installments ~~entirety~~over bytwo ~~reference~~years commencing toon the ~~full~~ ~~text~~Vesting Date, subject to Mr. Hoffman’s Continuous Service as of ~~the~~each ~~Assignment~~such ~~Agreement~~date, awith ~~copy~~100% of ~~which~~the isshares ~~filed~~subject to asthe ~~Exhibit~~option 10vesting upon a Change in Control.1 Mr. Hoffman also received a performance-based option to ~~this~~purchase ~~Current~~an ~~Report~~additional on2,000 Series ~~Form~~E ~~8-K~~Shares, which vests 100% upon development and ~~incorporated~~Board ~~herein~~approval of an institutional-grade private lending platform for further deployment of funds generated by ~~reference~~Company-backed bond activities.

~~Item~~John Jubilee — Mr. Jubilee received options to purchase 2,000 Series E Shares vesting in equal quarterly installments over two years commencing on the Vesting Date, subject to Mr.01 ~~Completion~~Jubilee’s Continuous Service as of ~~Acquisition~~each orsuch ~~Disposition~~date, with 100% of ~~Assets~~the shares subject to the option vesting upon a Change in Control. Mr. Jubilee also received a performance-based option to purchase an additional 2,000 Series E Shares, which vests 100% upon completion of a bank acquisition of not less than $500 million in size and equity fundraising of not less than $7.5 million.

~~The~~Patrick ~~disclosures~~White — Mr. White received options to purchase 2,000 Series E Shares vesting in ~~Item~~equal 1quarterly installments over two years commencing on the Vesting Date, subject to Mr.01 ~~are~~White’s ~~hereby~~Continuous ~~incorporated~~Service byas ~~reference~~of ~~into~~each ~~this~~such ~~Item~~date, 2with 100% of the shares subject to the option vesting upon a Change in Control.01 Mr. White also received a performance-based option to purchase an additional 2,000 Series E Shares, which vests 100% upon completion of a Nasdaq uplisting and the hiring of certain additional executive officers.

Additional Option Grants

The Company made granted additional option grants made under the 2026 Plan for 20,750 Series E Shares to employees, consultants and third-party service providers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1 *†		Assignment of Mineral Property Purchase Agreement, dated June 1, 2026, by and between Tall Ship Resource Development LLC and I-ON Digital Corp.
10.1		I-ON Digital Corp. 2026 Equity Incentive Plan
99.1		Press Release dated June 1, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

† Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K, and the Registrant agrees to furnish to the SEC a copy of any omitted schedule and/or exhibit upon request.

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: June 5, 2026	By:	/s/ Carlos X. Montoya
Date: June 12, 2026	By:	/s/ Carlos X. Montoya
		Carlos X. Montoya
		Chief Executive Officer

Filing Compare · I-ON Digital Corp.