Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously reported, on September 28, 2022, I-On Digital Corp. (the
"Company," "we," "us" or "our") entered into a Series A Preferred Stock Purchase
Agreement (the "Purchase Agreement") with I-ON Acquisition Corp., a Florida
corporation ("IAC"). Pursuant to the terms of the Purchase Agreement, IAC
acquired 3,000 shares of a newly created Series A Convertible Preferred Stock,
par value $0.0001 per share (the "Series A Preferred") for proceeds in the
amount of $250,000 (the "Subscription Amount") in the form of a promissory note
(the "Note") which is secured by the pledge of the Series A Shares, the Series B
Shares (as defined herein) and other assets of IAC in a Stock Pledge and Escrow
Agreement (the "Pledge Agreement"). The Purchase Agreement was subsequently
amended to include the subscription for 3,600 Series A Shares. Each Series A
Preferred Share is convertible into Ten Thousand (10,000) shares of the
Company's common stock, par value $0.0001 per share (the "Common Stock" and is
entitled to vote on matters as to which holders of the Common Stock shall be
entitled to vote at a rate of Ten Thousand (10,000) votes per share of Series A
Preferred. Also on September 28, 2022, the Company entered into a Contribution
Agreement (the "Contribution Agreement") with certain Purchasers (the
"Purchasers") pursuant to which the Purchasers agreed to purchase 6,000 shares
of a newly created Series B Convertible Preferred Stock, par value $0.0001 per
share (the "Series B Preferred"), in exchange for the Purchasers' rights and
title to certain assets of the Purchasers described in the Contribution
Agreement. Each Series B Preferred Share is convertible into One Thousand
(1,000) shares of Common Stock and entitled to vote on matters as to which
holders of the Common stock shall be entitled to vote at a rate of One Thousand
(1,000) votes per Series B Preferred Share.
On January 20, 2023, the Note was fully paid and the Series A Preferred Shares
were released to IAC and the Series B Shares were released to the respective
purchasers thereof.
Description of Business of I-On Digital Corp.
As previously reported in the Current Report on Form 8-K filed on October 6,
2022, the Company adopted the operations of IAC. Accordingly, the Company is in
the business of providing digital-based enterprise solutions, including the
digitization and distribution of precious metals, primarily gold, and other
asset-based digital securities on the Blockchain. Asset digitization includes
gold and precious metals with proven reserves that the Company may acquire and
for similar assets of independent claim owners. Services to be provided by the
Company are to be managed and administered via Distributed Ledger Technology,
also referred to as an independent Node Verification Network, in the form of
digital tokens or certificates. The Company's technology will allow tier-one and
institutional-level financial managers or owners of the assets to fully transact
or interface for exchange, settlement, transfer or financial reporting purposes
with any regulatory-compliant, blockchain enabled Bank, Financial Institution,
Asset Manager or secure Payment Intermediary. The Company is also engaged in the
development of U.S. and global markets, commercial distribution channels and
digitization opportunities.
Item 5.01. Changes in Control of Registrant.
The disclosures set forth in Item 2.01 are hereby incorporated by reference into
this Item 5.01.
As a result the release of the Series A Preferred Shares to IAC, IAC holds 58.9%
of the total outstanding voting capitalization of the Company.
It is anticipated that the Company's officers and directors will resign and
IAC's management will be appointed upon the filing of the Form 10-Q/A for the
period ending September 30, 2022.
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