I-ON Digital Corp. 8-K/A

What Happened
I-ON Digital Corp. announced on June 8, 2026 that its Board approved the I-ON Digital Corp. 2026 Equity Incentive Plan (the "2026 Plan") and granted stock options under the plan. The 2026 Plan reserves 100,000 shares of the Company’s Series E Convertible Preferred Stock for awards and allows automatic annual increases of the reserve on January 1st (for up to 10 years) equal to 4% of the total shares outstanding as of December 31 of the prior year. The company granted options with 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).

Key Details

• Board approval date: June 8, 2026; Form 8-K filed July 10, 2026.
• Share reserve: 100,000 Series E Convertible Preferred Shares reserved under the 2026 Plan; automatic annual increase = 4% of outstanding capital stock (up to 10 years).
• Option grants: aggregate 66,750 Series E shares granted to officers/employees/service providers, plus additional grants of 20,750 Series E shares to employees/consultants/third-party service providers — total 87,500 options granted.
• Named executive/key grants: Carlos X. Montoya (18,000 options + 2,000 performance options), Ken Park (9,000 + 2,000 perf.), Brad Hoffman (5,000 + 2,000 perf.), John Jubilee (2,000 + 2,000 perf.), Patrick White (2,000 + 2,000 perf.). Standard vesting is equal quarterly installments over two years, with 100% vesting on a Change in Control; several grants include specific performance-based vesting conditions (e.g., Nasdaq uplisting, M&A, revenue and user milestones).

Why It Matters
This filing establishes the company’s formal equity-compensation framework and creates immediate option awards for executives and service providers. The reserved shares and the annual 4% "refresh" provision create a mechanism for ongoing equity grants, which can dilute existing holders as awards are exercised or converted. Investors should note the exercise price math ($0.29 common × 500 conversion = $145 per Series E share) and the material size of the initial grants (87,500 Series E options of a 100,000-share reserve), plus the performance conditions tied to corporate milestones such as a Nasdaq uplisting, M&A activity, fundraising, and revenue/usage targets. The full plan text is filed as Exhibit 10.1 to the 8‑K.