Carlos X. Montoya - 12 May 2023 Form 3 Insider Report for I-ON Digital Corp. (IONI)

Role
President and CEO, Director, 10%+ Owner
Signature
/s/ Carlos X. Montoya
Issuer symbol
IONI
Transactions as of
12 May 2023
Net transactions value
$0
Form type
3
Filing time
14 Apr 2025, 18:53:20 UTC
Next filing
31 Oct 2025
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding IONI Series A Convertible Preferred Stock 12 May 2023 Common Stock, par value $0.0001 37,550,000 Direct F1
holding IONI Series A Convertible Preferred Stock 12 May 2023 Common Stock, par value $0.0001 9,820,000 Held through ownership interests in I-ON Acquisition Corp., a Florida corporation. F2
holding IONI Series C Convertible Preferred Stock 12 May 2023 Common Stock, par value $0.0001 11,949,660 Held through Orebits Acquisition Group LLC, a Wyoming limited liability company. F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mr. Montoya owns 3,755 shares of Series A Convertible Preferred Stock which is convertible at any time into 37,550,000 shares of Common Stock, over which he has sole voting and dispositive power.
F2 Mr. Montoya is the sole shareholder of I-ON Digital Acquisition Corp ("IAC"). As such he controls the voting and dispositive power over 982 shares of Series A Convertible Preferred Stock owned by IAC which is convertible at any time into 9,820,000 shares of Common Stock.
F3 Mr. Montoya is the sole member of Orebits Acquisition Group LLC ("OAG"). As such he controls the voting and dispositive power over 597,483 shares of Series C Convertible Preferred Stock owned by OAG which is convertible at any time into 11,949,660 shares of Common Stock.

Remarks:

Mr. Montoya became president and chief executive officer of I-ON Digital Corp. (the "Company") on February 1, 2023, and became a member of the Company's Board of Directors. The current directors and executive officers, including Mr. Montoya, are filing Form 3s now because the prior controlling persons of the Company represented to the current controlling persons that the Company did not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), leading them to understand that no beneficial ownership filings were required pursuant to Sections and 16 of the Exchange Act. Upon discovering that the Company's common stock was in fact registered under Section 12, the Company is taking immediate action to comply with the requirements of Sections 13 and 16.