---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-045189"
form_type: "8-K"
ticker: "IONI"
cik: "0001580490"
company_name: "I-ON Digital Corp."
filed_at: "2023-12-18T23:59:59+00:00"
generated_at: "2026-06-07T11:18:07.752200+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# I-ON Digital closes acquisition of controlling interest in Orebits Corp.; adds $18.2M in gold-backed assets

## Summary
- Acquired 910,000 shares of Orebits common stock (controlling interest) for 910,000 Series C Preferred shares.
- Received ~9,700 Orebits.AU gold-backed digital assets valued at $18.2M; to be converted into ION.au securities.
- Series C Preferred converts into 20 common shares each; CEO Carlos Montoya owns majority of counterparty OAG.
- Transaction adds ~$18.2M to shareholder equity and includes Orebits' patent portfolio and platform.

## SEC filing metadata
- accession: 0001493152-23-045189
- form_type: 8-K
- ticker: IONI
- cik: 0001580490
- company_name: I-ON Digital Corp.
- filed_at: 2023-12-18T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 2.01, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1580490/000149315223045189/0001493152-23-045189-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1580490/000149315223045189/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-045189
- JSON: https://secwatch.observer/filing/0001493152-23-045189.json
- Plain text: https://secwatch.observer/filing/0001493152-23-045189.txt

## Key facts
- Governance Changes
  I-ON Digital Corp.: Filed Certificate of Designations amending Certificate of Incorporation to set terms of Series C Preferred Stock, which converts 1:20 into common stock and has voting rights equivalent to its conversion shares (effective 2023-12-15).
  - Change: charter amendment
  - Effective: 2023-12-15
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1580490/000149315223045189/0001493152-23-045189-index.htm
- M&A Transactions
  I-ON Digital Corp. completed an acquisition involving Orebits Acquisition Group, LLC for 910,000 shares of Series C Preferred Stock (closed 2023-12-15).
  - Action: acquisition
  - Counterparty: Orebits Acquisition Group, LLC
  - Consideration: 910,000 shares of Series C Preferred Stock
  - Closing: 2023-12-15
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1580490/000149315223045189/0001493152-23-045189-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.