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): ____December 3, 2025______
I-ON DIGITAL CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-54995 | 46-3031328 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 1244 N. Stone St. Unit #3 | ||
| Chicago, Illinois | 60610 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (866) 440-2278
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 (see General Instruction A.2. below):
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | IONI | OTC Markets |
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 8.01 Other Events.
As previously disclosed, I-On Digital Corporation (the “Company”) entered into an engagement letter (the “Agreement”), dated November 18, 2025 with Craft Capital Management LLC (“Craft Capital”) with Craft Capital having the exclusive right to act as the sole manager and bookrunner for the underwriting of an initial public offering (“IPO”) on The Nasdaq Stock Market LLC on a firm commitment basis of shares of the Company’s common stock (the “Shares”) by the Company or its subsidiaries. The Agreement is for a term of 12 months. The Agreement does not constitute a commitment by Craft Capital to purchase Shares of the Company and does not guarantee the completion of the IPO or the securing of any other financing on behalf of the Company.
The Company has agreed to pay Craft Capital an underwriting discount or spread of 7.5% of the IPO price. In addition, pursuant to the Agreement, the Company has also agreed to grant to Craft Capital, or its designees, at the closing, warrants to purchase that number of Shares equal to 7.0% of the aggregate number of Shares sold in the IPO (the “Underwriter’s Warrants”) The Underwriter’s Warrants issued to Craft Capital will have a term of five years and an exercise price equal to 125.0% of the IPO price her Share at the IPO.
The Company also agreed to pay Craft Capital a non-accountable expense allowance of 1.0% payable at the closing of the IPO, up to $150,000 for fees and expenses of legal counsel and other out-of-pocket expenses, and a $25,000 advance toward IPO expenses due and payable immediately upon signing the Agreement. The Agreement has indemnity and other customary provisions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 24, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| I-ON DITIGAL CORPORATION | ||
| Date: December 3, 2025 | By: | /s/ Carlos X. Montoya |
Carlos X. Montoya Chief Executive Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
I-ON Digital Corp. Retains Craft Capital to Advance Capital Strategy and Prepare for National Exchange Uplisting
Recent digital asset banking and tokenization deals strengthen I-ON’s capital markets readiness ahead of a planned 2026 uplisting.
November 24, 2025 — I-ON Digital Corp. (OTCQB:IONI), a U.S.-based digital asset infrastructure company specializing in real-world-asset (RWA) tokenization and regulated digital asset banking, today announced a strategic engagement with Craft Capital Management, LLC (“Craft Capital”) to strengthen its capital markets strategy, support upcoming financing initiatives, and guide the Company’s preparations for a potential national exchange uplisting.
Craft Capital, headquartered in Garden City, New York, is a full-service broker-dealer and investment bank providing institutional and retail brokerage, private and public capital advisory, uplisting expertise, and comprehensive corporate finance solutions. The collaboration is designed to align I-ON’s accelerating RWA tokenization activity with disciplined, market-ready capital formation.
This engagement comes at a time of accelerating operational and transactional momentum for I-ON Digital—momentum that increases the importance of experienced capital markets guidance as the Company scales. Recent activity leveraging ION.au’s institutional gold treasury includes:
| ● | An institutional transaction with RAAC.io, a co-founder of the RWA Federation, integrating ION.au – I-ON Digital’s fully backed, LBMA-priced digital gold asset – into RAAC’s regulated DeFi lending, borrowing, and $PMUSD stablecoin infrastructure. | |
| ● | Commercial deployment by GGBR, Inc. (goldfishgold.com) of ION’s institutional gold treasury as the backing for retail, micro-denominated, gold-backed digital stablecoins. | |
| ● | Advancement of the I-ON’s Digital Asset Platform (DAP), enabling regional and local banks to integrate RWA digitization and gold-backed asset tools into their emerging digital-asset ecosystems. |
Rising institutional demand for I-ON’s regulated RWA solutions underscore the importance of securing seasoned capital markets guidance at this stage of the Company’s growth. Craft Capital’s expertise and advisory support will help guide I-ON through a period of expected expansion and increasing capital requirements. Craft Capital’s involvement reinforces the Company’s commitment to building a compliant, transparent, and scalable digital asset ecosystem that delivers long-term value for stakeholders.
“Craft Capital’s institutional advisory capabilities, capital markets experience, and uplisting expertise align with I-ON’s long-term objective of establishing a fully compliant, transparent, and scalable digital asset banking platform.” shared I-ON Digital’s CEO, Carlos X. Montoya. “Recent transactions reflect increasing market validation for our gold-tokenization model and digital treasury hypothecation framework. Craft will assist us in preparing for increased institutional engagement, structured capital formation, and the requirements associated with a national exchange uplisting.”
Montoya continued, “We believe these developments position I-ON for meaningful expansion in 2026 as the market for regulated real-world-asset tokenization continues to accelerate.”
I-ON’s multi-layered strategic direction aligns with broader global trends in the RWA market. Independent analyses from major financial institutions project multi-trillion-dollar expansion in tokenized assets over the next decade—driven by institutional demand for transparent, asset-backed instruments; improved capital efficiency; and enhanced auditability and reporting.
Investors and stakeholders may access Company updates at https://www.iondigitalcorp.com.
ABOUT I-ON DIGITAL CORP.
I-ON Digital Corp. (OTCQB: IONI) is developing a regulated digital asset banking and RWA tokenization platform designed to convert real-world assets—beginning with in-situ gold reserves—into fully backed, blockchain-secured digital instruments. The Company’s flagship product, ION.au, is a gold-backed digital asset priced to LBMA standards and supported by verifiable, geologically assessed gold reserves.
I-ON’s technology suite enables compliant token issuance, transparent proof-of-reserves, on-chain reporting, and institutional-grade treasury applications. By integrating traditional finance disciplines with modern blockchain infrastructure, I-ON seeks to support a secure, regulated, and scalable digital asset ecosystem.
More information is available at www.iondigitalcorp.com.
ABOUT CRAFT CAPITAL MANAGEMENT, LLC
Craft Capital Management is a full-service broker-dealer and investment bank offering institutional brokerage, private placements, IPO and uplisting advisory services, and corporate finance solutions across multiple growth sectors including technology, financial services, healthcare, consumer goods, and digital assets.
More information is available at www.craftcm.com.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Investor Relations
I-ON Digital Corp.
investorrelations@iondigital.com
(866) 440-2278
https://iondigitalcorp.com
FORWARD-LOOKING STATEMENTS
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s capital markets activities, growth expectations, industry trends, potential uplisting, and future operational initiatives. These statements are based on current assumptions and are subject to risks and uncertainties that may cause actual results to differ materially. Factors that may cause such differences include, but are not limited to, regulatory developments, market adoption of digital asset products, capital market conditions, operational risks, and those described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required by law.