Red Flags Mount at Damon as Company Faces Delisting and Financial Control Problems

Rhea-AI Filing Summary

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

Positive

• None.

Negative

• The company has been delisted from Nasdaq and is now trading on the OTC Pink Market as of May 20, 2025, indicating significant compliance or financial issues
• The audit report included a going concern warning, suggesting substantial doubt about the company's ability to continue operations
• Material weaknesses identified in internal controls, specifically in financial reporting processes and lack of personnel with US GAAP expertise
• The company lacks sufficient controls for financial information processing and reporting, indicating serious operational deficiencies

Insights

Financial Reporting Specialist

Damon's auditor change amid delisting and going concern issues signals significant financial reporting challenges.

This 8-K reveals several concerning developments for Damon Inc. The company has changed auditors from Marcum LLP to CBIZ CPAs following CBIZ's acquisition of Marcum's attest business. While this transition appears administrative in nature, several underlying issues merit investor attention.

Critically, Marcum's previous audit report included a going concern explanatory paragraph in the FY 2024 financials, indicating substantial doubt about the company's ability to continue operations. This fundamental uncertainty about Damon's financial viability represents a significant red flag.

The filing also discloses material weaknesses in internal controls over financial reporting, specifically highlighting ineffective monitoring activities, insufficient controls for financial information processing, and lack of personnel with appropriate U.S. GAAP reporting skills. These deficiencies suggest fundamental problems in the company's financial infrastructure and reporting capabilities.

Perhaps most concerning, Damon has been delisted from Nasdaq as of May 20, 2025, with its shares now trading on the OTC Pink Current Market under a new symbol. This downgrade in listing status typically indicates failure to meet continued listing requirements and significantly reduces liquidity, institutional investor access, and overall market visibility.

This combination of auditor change, going concern issues, material control weaknesses, and exchange delisting collectively paints a picture of a company facing substantial financial and operational challenges.

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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): June 17, 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 OTC Pink Current 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 4.01 Changes in Registrant’s Certifying Accountant.

On November 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum LLP (“Marcum”). Accordingly, on June 17, 2025, solely as a result of the acquisition, Marcum resigned as the independent registered public accounting firm of Damon Inc. (the “Company”) and, with the approval of the audit committee of the Company’s board of directors, CBIZ CPAs was engaged as the Company’s independent registered public accounting firm on the same date.

The audit report of Marcum on the Company’s consolidated financial statements as of and for the fiscal year ended June 30, 2024 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except for the inclusion of an explanatory paragraph as to the Company’s ability to continue as a going concern. The audit of the Company’s consolidated financial statements as of June 30, 2023 and for the fiscal year then ended was performed by another independent registered accounting firm.

During the period of Marcum’s 2024 engagement, and the subsequent interim period through June 17, 2025, the date of Marcum’s resignation, there were (a) no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its report and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the previously disclosed identification of material weaknesses in the Company’s internal control over financial reporting relating to ineffective controls over period end financial disclosure and reporting processes, including ineffective monitoring activities to assess the operation of internal controls over financial reporting and lack of sufficient controls designed and implemented for financial information processing and reporting and lacked personnel with requisite skills for financial reporting under U.S. GAAP.

During the period of Marcum’s 2024 engagement, and the subsequent interim period through June 17, 2025, neither the Company nor anyone on the Company’s behalf consulted with CBIZ CPAs regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or regarding the type of audit opinion that might be rendered by CBIZ CPAs on the Company’s financial statements, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S- K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Marcum with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Marcum, dated June 18, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
16.1		Letter from Marcum.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: June 18, 2025	DAMON, INC.
	By:	/s/ Bal Bhullar
		Bal Bhullar
		Chief Financial Officer

2

FAQ

Why did DMN change its auditor in June 2025?

DMN's auditor changed on June 17, 2025, because CBIZ CPAs P.C. acquired the attest business of Marcum LLP. As a result of this acquisition, Marcum resigned as DMN's independent registered public accounting firm, and CBIZ CPAs was engaged as the new auditor with approval from the company's audit committee.

What material weaknesses were identified in DMN's internal controls?

DMN disclosed material weaknesses in their internal control over financial reporting, specifically: 1) ineffective controls over period end financial disclosure and reporting processes, 2) ineffective monitoring activities to assess internal controls, 3) lack of sufficient controls for financial information processing and reporting, and 4) lack of personnel with requisite skills for U.S. GAAP financial reporting.

Is DMN stock still trading on NASDAQ as of June 2025?

No, DMN's common shares were delisted from NASDAQ and suspended from trading as of May 20, 2025. The company's shares are now quoted on the OTC Pink Current Market under the symbol 'DMNIF.'

Were there any disagreements between DMN and Marcum LLP before the auditor change?

No, during Marcum's 2024 engagement through June 17, 2025, there were no disagreements on accounting principles, financial statement disclosure, or auditing procedures. However, there were reportable events related to the previously disclosed material weaknesses in internal controls.

What was Marcum's audit opinion on DMN's FY2024 financial statements?

Marcum's audit report for the fiscal year ended June 30, 2024, did not contain an adverse opinion or disclaimer, and wasn't qualified or modified regarding uncertainty, audit scope, or accounting principles. However, it included an explanatory paragraph about DMN's ability to continue as a going concern.