UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On December 15, 2023, I-ON Digital Corp. (the “Company”) consummated its previously announced transaction contemplated by that certain Contribution and Exchange Agreement, dated as of October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company acquired 910,000 shares of currently outstanding common stock of Orebits Corp. (“Orebits”), representing a controlling interest in Orebits, in exchange for 910,000 shares of Series C Preferred Stock of the Company (“Series C Stock” and such transaction, the “Transaction”). Carlos Montoya, the Company’s Chief Executive Officer and Chairman, owns a majority of the outstanding units of OAG.
As part of the Contribution and Exchange Agreement, upon and by virtue of the consummation of the Transaction, OAG transferred all its right, title and interest in and to approximately 9,700 Orebits.AU gold-backed digital assets to the Company, which have an estimated value of $18.2 million. The disinterested members of the Board of Directors determined that the consideration paid for the 910,000 shares of Orebits approximated their fair market value.
A copy of the press release reporting the consummation of the Transaction is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
On December 15, 2023, the Company, pursuant to authority granted to the Board of Directors granted in the Company’s Certificate of Incorporation, filed a Certificate of Designations amending its Certificate of Incorporation with the Secretary of State of the State of Delaware, setting forth the terms of its Series C Stock. Each share of Series C Stock converts into twenty shares of Company common stock (“Common Stock”), and each share of Series C Stock may cast one vote for each share of Common Stock into which it is convertible. A copy of the Certificate of Designations relating to the Series C Preferred Stock is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On December 18, 2023, the Company issued a press release announcing the closing of the Contribution and Exchange Agreement. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(b) The Company will provide pro forma financial information reflecting the consummation of the Contribution and Exchange Agreement within 71 days of this filing, consistent with instruction under Item 9.01(b) of Form 8-K.
| (d) | Exhibits. |
| Exhibit | Description | |
| 3.1 | Certificate of Designations of the Company relating to the Series C Preferred Stock, filed on December 15, 2023 | |
| 99.1 | Press Release issued by I-ON Digital Corp., dated December 18, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 18, 2023 | I-ON DIGITAL CORP. | |
| By: | /s/ Carlos X. Montoya | |
| Name: | Carlos X. Montoya | |
| Title: | Chief Executive Officer | |