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United
States
Securities
and Exchange Commission
Washington,
D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 3, 2025
DAMON
INC.
(Exact name of registrant as specified in its charter)
| British Columbia |
|
001-42190 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4601 Canada Way, Suite #402
Burnaby, BC |
|
V5G 4X7 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (236) 326-3619
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Shares |
|
DMN* |
|
The Nasdaq Stock Market LLC* |
| * |
As previously reported, The Nasdaq Stock Market LLC has determined to delist the Company’s common shares, and has suspended its trading as of May 20, 2025. The Company’s common shares are currently quoted on the OTCID Basic Market, operated by OTC Markets Group, Inc., under the symbol “DMNIF.” |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
Reverse Stock Split
On July 3, 2025, Damon Inc. (the “Company”)
effected a reverse split of its outstanding common shares at a ratio of 1-for-125, as approved by the Company’s Board of Directors
pursuant to its articles (the “Reverse Split”). The Reverse Split was confirmed by FINRA and announced on its Daily List on
July 2, 2025. The Company’s common shares are currently traded on the OTCID Basic Market maintained by OTC Markets Group Inc. The
Company’s ticker symbol has been temporarily changed to “DMNID” and will revert to “DMNIF” after 20 business
days.
Following the Reverse Split, the new CUSIP number
for the Company’s common shares is 235750205, and the new ISIN is CA2357502053.
Prior to the Reverse Split, the Company had 2,450,477,042
common shares issued and outstanding. Following the Reverse Split, and after giving effect to the adjustment for fractional shares described
below, there are 19,603,815 common shares issued and outstanding as of the date of this report. No fractional shares have been issued.
Any fractional share that is less than one-half (1/2) of a share has been cancelled, and any fractional share equal to or greater than
one-half (1/2) of a share has been rounded up to one whole share.
The exercise or conversion prices and the number
of shares issuable under the Company’s outstanding exercisable or convertible securities have been proportionately adjusted to reflect
the Reverse Split.
Updated Unaudited
Selected Financial Data
This Current Report on
Form 8-K provides certain updated selected financial data of Damon Motors Inc. for the years ended June 30, 2024 and 2023; Grafiti Holding
Inc. for the years ended June 30, 2024 and 2023; Damon Inc. (formerly Grafiti Holding Inc.) for the three-month period ended September
30, 2024; and Damon Inc. for the three- and nine-month periods ended March 31, 2025, each as adjusted for the Reverse Split (the “Updated
Selected Financial Data”). The Updated Selected Financial Data updates and supplements (i) the audited consolidated financial statements
of Damon Motors Inc. for the years ended June 30, 2024 and 2023; (ii) the audited consolidated financial statements of Grafiti Holding
Inc. for the years ended June 30, 2024 and 2023; and (iii) the unaudited condensed consolidated financial statements of Damon Inc. (formerly
Grafiti Holding Inc.) for the three-month period ended September 30, 2024, each of which is included in the registration statement on
Form S-1 filed with the SEC on March 18, 2025 (File No. 333-285872) (the “S-1 Registration Statement”), as well as (iv) Damon
Inc.’s unaudited condensed consolidated financial statements for the three- and nine-month periods ended March 31, 2025, included
in its Quarterly Report on Form 10-Q filed with the SEC on May 19, 2025 (collectively with the S-1 Registration Statement, the “SEC
Filings”). The Updated Selected Financial Data does not modify or update the disclosures in such SEC Filings, other than as indicated
to reflect the Reverse Split, and should be read in conjunction with the SEC Filings. The information attached hereto as Exhibit 99.1
is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit No. |
|
Description |
| 99.1 |
|
Updated Unaudited Selected Financial Data. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: July 10, 2025 |
DAMON, INC. |
| |
|
|
| |
By: |
/s/ Bal Bhullar |
| |
|
Bal Bhullar |
| |
|
Chief Financial Officer |
2
