Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 8, 2026, the Board of Directors (the "Board") of I-ON Digital Corp. (the "Company") approved the I-ON Digital Corp. 2026 Equity Incentive Plan (the "2026 Plan"). The 2026 Plan is designed to help the Company secure and retain services of employees, directors, and consultants, provide incentives for maximum effort, and allow participants to benefit from increases in the value of the Company's stock. The 2026 Plan provides for eight categories of Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. Pursuant to the 2026 Plan, 100,000 shares of the Company's Series E Convertible Preferred Stock (the "Series E Shares") are reserved for issuance pursuant to awards granted under the 2026 Plan (the "Share Reserve"). In addition, the Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2027, in an amount equal to 4% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year.

The foregoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2026 Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Also on June 8, 2026, the Company granted stock options to purchase an aggregate 66,750 shares of Series E Shares under the 2026 Plan to certain officers, employees, and service providers of the Company. The options were granted at an exercise price of $145 per share, based upon the closing price of the Company's common stock on Friday June 5, 2026 of $0.29 multiplied by the conversion rate of 500 to 1. The following is a summary of the material terms of the option grants made under the 2026 Plan.

Named Executive Officers and Key Personnel

Carlos X. Montoya - Mr. Montoya received options to purchase 18,000 Series E Shares vesting in equal quarterly installments over two years commencing on the Vesting Date, subject to Mr. Montoya's Continuous Service as of each such date, with 100% of the shares subject to the option vesting upon a Change in Control. Mr. Montoya also received a performance-based option to purchase an additional 2,000 Series E Shares, which vest 100% upon completion of a Nasdaq uplisting and achievement of a $7.50 stock price maintained for a minimum of 10 days running, combined with successful completion of a merger and acquisition initiative involving a strategic banking or technology partnership.

Ken Park - Mr. Park received options to 9,000 Series E Shares vesting in equal quarterly installments over two years commencing on the Vesting Date, subject to Mr. Park's Continuous Service as of each such date, with 100% of the shares subject to the option vesting upon a Change in Control. Mr. Park also received a performance-based option to purchase an additional 2,000 Series E Shares, which vests 100% upon development and Board approval of a Market Penetration Strategy to position the Company as a category leader in gold-backed digital assets (including reaching 100,000 site visitors per month), establishing institutional partnerships and tokenization revenue of a minimum of $5 million in direct revenues, developing a community ecosystem and investor growth goals, scaling an open finance platform with 10,000 accredited investor sign-ups, and revenue acceleration via business development of a minimum of five new banking partnerships.

Brad Hoffman - Mr. Hoffman received options to purchase 5,000 Series E Shares vesting in equal quarterly installments over two years commencing on the Vesting Date, subject to Mr. Hoffman's Continuous Service as of each such date, with 100% of the shares subject to the option vesting upon a Change in Control. Mr. Hoffman also received a performance-based option to purchase an additional 2,000 Series E Shares, which vests 100% upon development and Board approval of an institutional-grade private lending platform for further deployment of funds generated by Company-backed bond activities.

John Jubilee - Mr. Jubilee received options to purchase 2,000 Series E Shares vesting in equal quarterly installments over two years commencing on the Vesting Date, subject to Mr. Jubilee's Continuous Service as of each such date, with 100% of the shares subject to the option vesting upon a Change in Control. Mr. Jubilee also received a performance-based option to purchase an additional 2,000 Series E Shares, which vests 100% upon completion of a bank acquisition of not less than $500 million in size and equity fundraising of not less than $7.5 million.

Patrick White - Mr. White received options to purchase 2,000 Series E Shares vesting in equal quarterly installments over two years commencing on the Vesting Date, subject to Mr. White's Continuous Service as of each such date, with 100% of the shares subject to the option vesting upon a Change in Control. Mr. White also received a performance-based option to purchase an additional 2,000 Series E Shares, which vests 100% upon completion of a Nasdaq uplisting and the hiring of certain additional executive officers.

Additional Option Grants

The Company made granted additional option grants made under the 2026 Plan for 20,750 Series E Shares to employees, consultants and third-party service providers.