M&A - I-ON Digital Corp.

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Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225010128

Filing Summary: I-ON Digital Corp. filed their quarterly report for the period ended March 31, 2025, highlighting significant changes following the acquisition of Orebits Corp. The company, which specializes in providing digital enterprise solutions, has acquired 910,000 shares of Orebits in exchange for 910,000 shares of its Series C Convertible Preferred Stock. The transaction is accounted as an asset acquisition, primarily involving 9,700 gold-backed digital assets valued at approximately $17.6 million. The financial results indicate a continued trend of operating losses and increasing liabilities due to related party transactions. As of May 13, 2025, the company reported assets totaling $18.31 million against liabilities of $2.88 million, leading to a stockholders' equity of $15.43 million. The company's strategy includes moving towards private placements to raise capital and enhance operational funding amidst ongoing challenges in revenue generation.

Additional details:

Net Sales Related Party: 0


Gross Profit: 0


Operating Expenses Total: 348409


Net Income Loss: -348409


Weighted Average Shares Outstanding: 31106234


Total Assets: 18311624


Total Liabilities: 2877088


Total Stockholders Equity: 15434536


Preferred Stock Series C Issued: 745000


Form Type: SCHEDULE 13D

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225004674

Filing Summary: On April 14, 2025, I-ON Digital Corp. filed a Schedule 13D regarding its acquisition of Orebits Corp., a wholly owned subsidiary of Orebits Acquisition Group LLC ("OAG"). The Acquisition involved a Contribution and Exchange Agreement between I-ON Digital Corp. and OAG, wherein I-ON Digital Corp. acquired all outstanding shares of common stock of Orebits in exchange for shares of the Company's Series C Convertible Preferred Stock. This stock is convertible into 20 shares of Common Stock for each share of Series C Convertible Preferred Stock. Carlos X. Montoya, the CEO and Chairman of I-ON Digital Corp., holds significant voting and dispositive power over both I-ON Digital Acquisition Corp. ("IAC") and OAG, and he remains the sole shareholder of these entities. The intent behind the acquisition is investment purposes, and there are potential future transactions based on market conditions, evaluations of the company’s business, and liquidity needs.

Additional details:

Reporting Person: Carlos X. Montoya


Shares Owned: 37550000


Series A Preferred Stock: 3755


Series C Preferred Stock: 597483


Votes Acquired: 59319000


Common Stock Outstanding: 31106234


Form Type: 10-K

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225003678

Filing Summary: I-ON Digital Corp. has positioned itself as a developer and provider of asset-digitization and securitization solutions, enabling a secure digital ecosystem. The company acquired Orebits' gold digitization patent and related intellectual property, enhancing their service offerings with a new SaaS platform aimed at financial intermediaries. This strategic acquisition is expected to bolster operational efficiency and broaden market presence. I-ON aims to lead in digital identity management and secure transactions, investing in AI technologies to drive innovation. Their competitive edge lies in their blockchain-native infrastructure, which is designed for regulatory compliance and trust among institutional investors. The ongoing trend of tokenizing gold as a digital asset aligns with I-ON’s strategic objectives, making them a significant player in the evolving digital finance landscape.

Additional details:

Related Party Member: us-gaap:RelatedPartyMember


Gold Digitization Patent Acquired: Orebits' gold digitization patent and portfolio


New Saas Platform: Aimed at banks and financial intermediaries


Strategic Investments: Investments in AI technologies


Competitive Position: Leader in gold digitization and tokenization market


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