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
March 7, 2025
Date of Report (Date of earliest event reported)
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 3.03 Material Modification of Rights to Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 7, 2025, I-ON Digital Corp. (the “Company”) filed a Certificate of Amendment to its Certificate of Designation of Series C Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) increasing the number of votes per share of the Series C Convertible Preferred Stock from one to 20. This amendment aligns the voting rights with the conversion rights of the Series C Convertible Preferred Stock.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: March 10, 2025 | By: | /s/ Carlos X. Montoya |
| Carlos X. Montoya | ||
| President |
| 3 |
Exhibit 3.1
Certificate of Amendment
to
Certificate of Designation
of
Series C Convertible Preferred Stock of I-ON Digital Corp.
I-ON Digital Corp (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST: That the following resolutions were duly adopted by unanimous consent of the Board of Directors of the Company on February 25, 2025:
WHEREAS, I-ON Digital Corp (the “Company”) filed that certain Certificate of Designation of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) with the Delaware Secretary of State on December 15, 2023 (the “Certificate of Designation”);
WHEREAS, the Certificate of Designation contained an error in Section 6 thereof relating to the voting rights of the Series C Preferred Stock; and
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to amend the Certificate of Designation to correct such error;
WHEREAS, pursuant to the provisions of the DGCL and the Certificate of Incorporation of the Company, the Board has the power and authority to amend the Certificate of Designation;
RESOLVED, that Section 6 of the Certificate of Designation be and it hereby is amended to read in its entirety as follows:
6. Voting Rights. The Series C Preferred Stock shall be entitled to vote on all matters as to which holders of Common Stock shall be entitled to vote at a rate of Twenty (20) votes per share of Series C Preferred Stock.
FURTHER RESOLVED, that the President, Vice President, Treasurer, Secretary and any other officer of the Company (each such person, an “Authorized Officer”) be, and each of them hereby is, authorized to execute, deliver and file the Certificate of Amendment with the Secretary of State of Delaware and to pay any fees related to such filing;
FURTHER RESOLVED, that each of the Authorized Officers be, and each of them hereby is, authorized and empowered to take all such further action and to execute, deliver and file all such further agreements, certificates, instruments and documents, in the name and on behalf of the Company, and if requested or required, under its corporate seal duly attested by the Secretary or Assistant Secretary; to pay or cause to be paid all expenses; to take all such other actions as they or any one of them shall deem necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions;
FURTHER RESOLVED, that in connection with the transactions contemplated in the preceding resolutions, the Secretary or the Assistant Secretary of the Company be, and hereby is, authorized in the name and on behalf of the Company, to certify any more formal or detailed resolutions as such officer may deem necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions; and that thereupon, such resolutions shall be deemed adopted as and for the resolutions of the Board as if set forth at length herein.
SECOND: That Section 6 of the Certificate of Designation be amended to read in its entirety as follows:
6. Voting Rights. The Series C Preferred Stock shall be entitled to vote on all matters as to which holders of Common Stock shall be entitled to vote at a rate of Twenty (20) votes per share of Series C Preferred Stock.
THIRD: The aforesaid amendment to the Certificate of Designation will take effect upon the filing hereof with the Delaware Secretary of State.
FOURTH: The aforesaid amendment to the Certificate of Designation was duly adopted in accordance with the applicable provisions of Sections 151 and 242 of the DGCL.
FIFTH: All other provisions of the Certificate of Designation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 25th day of February.
| I-ON Digital Corp. | ||
| By: | ||
| Name: | Carlos Montoya | |
| Title: | Chief Executive Officer | |