UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 12b-25
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SEC FILE NUMBER
000-54995
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NOTIFICATION OF LATE
FILING
Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR ☐
For Period Ended: December 31, 2022
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period Ended:________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:_______________________________________________________________________________________
PART I - REGISTRANT INFORMATION
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I-ON Digital Corp.
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Full name of registrant
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Former name if applicable:
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1244 N. Stone St. Unit #3
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Address of principal executive office
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Chicago, IL 60610
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City, state and zip code
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PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if
appropriate.)
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(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed
due date; and
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(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.
Due to the Registrant’s recent change of control and change in business operations, the Registrant could not complete the accounting work and audited financial statements for the filing of its
Annual Report on Form 10-K for the year ended December 31, 2022 within the prescribed time period which delay could not be eliminated by Registrant without unreasonable effort and expense. The registrant undertakes the responsibility to file such
report no later than fifteen (15) days after its original due date as permitted under Rule 12b-25.
PART IV - OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification.
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Carlos X. Montoya
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(866)
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440-2278
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
☒ Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in
the subject report or portion thereof?
☒ Yes ☐ No
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If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
I-ON Digital Corp,
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: March 31, 2023
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By:
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/s/ Carlos X. Montoya
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Name:
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Carlos X. Montoya
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Title:
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President
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