IONI I-On Digital Corp. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

Commencing
on February 16, 2026, I-On Digital Corporation
(the “Company”) entered into settlement agreements (the “Agreements”) with five unrelated lenders to settle promissory
notes (the “Notes”) in the aggregate, principal amount of $1,210,00 plus all interest, penalties and fees. Pursuant to
the Agreement, the Notes were repaid and fully discharged in consideration for (i) the issuance of an aggregate of 396,000
shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) 489.5 IONau gold-backed
digital asset tokens issued by the Company.

The IONau tokens were valued at approximately
$2,454,304.05 in the aggregate, based on the closing spot price of gold of $5,013.90 per troy ounce on February 16, 2026. The valuation
was derived from the contractually agreed methodology tied to the applicable LBMA reference price.

The shares of Common Stock were issued in
reliance upon the exemption from registration provided by Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended.
No commission or other remuneration was paid in connection with the issuance.

The Agreements have release and other customary representations, warranties, and agreements
by the Company. The description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of the form of such Agreement which is attached hereto as Exhibits 10.1.

Item
3.02. Unregistered Sales of Equity Securities.

The
information under Item 1.01 of this Current Report on Form 8-K related to the issuance of the shares of Common Stock is incorporated
herein by reference.

Item
9.01 Financial Statements and Exhibits

(d)
Exhibits:

Exhibit
No.

Description

10.1

Form of Paid in Full & Final Settlement Agreement

104

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