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
Date of Report (Date of earliest event reported): January 20, 2023
I-ON DIGITAL CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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000-54995
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46-3031328
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(State of Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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15, Tehran-ro 10-gil, Gangam-gu, Seoul, Korea, 06234
(Address of principal executive offices)
Registrant’s telephone number, including area code: +82-2-3430-1200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.0001 par value per share
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IONI
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OTC Markets
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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 4.02. |
Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Interim Audit Report
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Management of I-ON Digital Corp. (the “Company”), has concluded that our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, originally filed with
the SEC on January 13, 2023 (the “Original Form 10-Q”) contained an error in connection with the presentation and disclosure of the deconsolidation due to the selloff of a former subsidiary, I-ON Communications, Ltd. (“Communications”).
The Company believes that the financial statements should no longer be relied upon because of an incorrect presentation and should therefore be restated.
Accordingly, the Company will restate its financial statements for the nine month period ended September 30, 2022, by disclosing the effect of these errors in an
amended Form 10-Q for the nine months ended September 30, 2022.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: January 20, 2023
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I-ON DIGITAL CORP.
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By:
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/s/ Jae Cheol Oh
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Name:
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Jae Cheol Oh
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Title:
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Chief Executive Officer
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