Cardio Diagnostics, Inc., entered into a definitive merger agreement to acquire I-ON Digital Corp. (OTCPK:IONI) for $7.5 million in a reverse merger transaction on April 27, 2021. Pursuant to the terms of the transaction, I-ON Digital Corp., will issue around 25 million new shares for the acquisition of Cardio Diagnostics, Inc. Simultaneously with the merger, all of the equity interests in I-On Communications, Ltd., a company organized under the laws of the Republic of South Korea (“Communications”), I-ON Digital Corp.'s wholly-owned subsidiary, shall be transferred by I-ON Digital Corp., to certain other shareholders of I-ON Digital Corp., (collectively, the “Communications Shareholders”) in exchange for the return of 20 million shares of the I-On common stock held by the Communications Shareholders (the “Spinoff”). At the effective time of the merger, the executive management team of the combined company is expected to include the Meeshanthini (Meesha) Dogan as Chief Executive Officer, Robert (Rob) Philibert as Chief Medical Officer and Elisa Luqman as Chief Financial Officer. At the effective time of the merger, the combined company will initially have a seven member board of directors, comprised of Meeshanthini Dogan, Robert Philibert, and Warren Hosseinion.

The merger is contingent upon the approval by a majority of I-ON Digital Corp.'s shareholders of the spinoff and an amendment to I-ON Digital Corp.'s certificate of incorporation to change the name of I-ON Digital Corp., to “Cardio Diagnostics Holdings, Inc.” and effectuate the reverse split of the number of outstanding I-On common stock on the basis of one share for a range of per every ten 10 to 15 shares of I-On common stock outstanding. The transaction is also subject to due diligence reviews, approval from directors and shareholders of Cardio Diagnostics, Inc. As of December 17, 2021, Board of Directors of I-ON Digital Corp. unanimously recommended its shareholders to vote in favor of the transaction. Special Meeting of Stockholders of I-ON Digital to be held on January 27, 2022.

As on December 28, 2021, Parties have amended the agreement to extend the Termination Date of the Agreement to February 28, 2022. The Proxy Advisory Group, LLC has been engaged by I-On as proxy solicitation firm. McCarter & English, L.L.P. of McCarter & English, L.L.P. acted as legal advisor to Cardio Diagnostics.