Damon Inc SEC Filings

Damon has filed a prospectus supplement updating three previous prospectuses regarding: (1) an offering of 126.9M units (each comprising one common share and one Series A Warrant), (2) resale of 1.01M common shares, and (3) resale of 18.51M common shares.

Key developments include:

• Auditor Change: CBIZ CPAs P.C. replaced Marcum LLP as the independent registered public accounting firm on June 17, 2025, following CBIZ's acquisition of Marcum's attest business
• Going Concern: Marcum's 2024 audit report included a going concern warning
• Material Weaknesses: Identified in internal controls, including ineffective financial reporting processes and lack of personnel with U.S. GAAP expertise
• Trading Status: Delisted from Nasdaq as of May 20, 2025; now trading on OTC Pink Market under "DMNIF" at $0.0009 per share

Damon has filed a prospectus supplement updating three previous prospectuses regarding: (1) an offering of 126.9 million units (each comprising one common share and one Series A Warrant), (2) resale of 1.01 million common shares, and (3) resale of 18.51 million common shares.

Key developments include:

• The company's stock was delisted from Nasdaq on May 20, 2025, now trading on OTC Pink Market under "DMNIF" at $0.0009 per share
• CBIZ CPAs P.C. replaced Marcum LLP as independent auditor following CBIZ's acquisition of Marcum's attest business
• Marcum's 2024 audit report included going concern warning
• Material weaknesses identified in internal controls, including ineffective financial reporting processes and lack of personnel with U.S. GAAP expertise

These developments signal significant challenges for the emerging growth company, particularly regarding its financial stability and reporting capabilities.

Damon Inc. (OTC: DMNIF) filed Prospectus Supplement No. 8 to update three existing prospectuses covering (i) an offering of 126.9 million units (each unit equals one common share and one Series A warrant) plus the same number of underlying shares and 6.345 million shares underlying underwriter warrants, (ii) resale of up to 1.015 million shares and (iii) resale of up to 18.514 million shares. All warrants allow a higher share count if cashless exercise is chosen, signalling significant potential dilution.

The supplement incorporates a Form 8-K dated 18 June 2025 that discloses an auditor transition. Following CBIZ CPAs P.C.’s acquisition of Marcum LLP’s attest business on 1 Nov 2024, Marcum resigned on 17 June 2025; the audit committee simultaneously engaged CBIZ CPAs as Damon’s independent auditor. Marcum’s FY-2024 opinion was unqualified but contained a going-concern explanatory paragraph. No disagreements on accounting matters were reported, although previously identified material weaknesses in internal control remain outstanding.

Regulatory status remains adverse: Nasdaq suspended trading of Damon’s shares on 20 May 2025; the shares now quote on the OTC Pink Current Market at US $0.0009 (18 June 2025 close). Investors are reminded to review the extensive risk factors in prior prospectuses.

Damon reports significant changes in its accounting oversight as CBIZ CPAs replaces Marcum LLP as its independent registered public accounting firm, effective June 17, 2025. This transition follows CBIZ CPAs' acquisition of Marcum's attest business on November 1, 2024.

Key disclosures:

• Marcum's 2024 audit report included a going concern warning but was otherwise unqualified
• Material weaknesses identified in internal controls, including: - Ineffective financial disclosure and reporting processes - Inadequate monitoring of internal controls - Insufficient U.S. GAAP reporting expertise
• Company was delisted from Nasdaq as of May 20, 2025; now trading on OTC Pink Market under "DMNIF"
• No disagreements reported with Marcum on accounting principles or practices during their engagement