Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Commencing onFebruary 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.