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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):
November 28, 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) |
|
(I.R.S. 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
is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ |
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 |
| Not applicable |
|
Not applicable |
|
Not applicable |
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 1.01 Entry into
a Material Definitive Agreement.
On
November 28, 2025 (the “Completion Date”), Damon Inc. (the “Company”) entered into a Share Purchase Agreement
(the “Agreement”) with Grafiti LLC, a Nevada limited liability company (the “Buyer”). Pursuant to the Agreement,
the Company sold to the Buyer, and the Buyer purchased from the Company, all of the issued and outstanding shares (the “Shares”)
of Grafiti Limited, a private company limited by shares incorporated in England and Wales (“Grafiti UK”).
The
purchase price for the Shares was $117,931.03, which was satisfied in full through the set-off of amounts owed by Grafiti UK to the Buyer
under that certain Distribution Agreement, effective January 1, 2024, between the Company and the Buyer. The sale transaction was completed
on the Completion Date, and Grafiti UK ceased to be a subsidiary of the Company as of that date.
The
foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
The
representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties.
Accordingly, the Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Agreement,
and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction
with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission (the “SEC”).
Item 2.01 Completion
of Acquisition or Disposition of Assets.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein to the extent required to
be disclosed under this Item 2.01.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
November 28, 2025, Ms. Melanie Figueroa resigned from her position as a director of the Company, effective as of that date. Ms. Figueroa’s
decision to resign did not result from any disagreement with the Company’s operations, policies,
or practices.
Item 8.01 Other Events.
On November 21, 2025, the Company announced that its intellectual property
portfolio has been determined to have a fair market value of $171.4 million as of November 21, 2025 by Fallingst Technologies LLC. The
comprehensive IP valuation, conducted by advisory firm Fallingst Technologies LLC, analyzed Damon’s portfolio of patents, trade
secrets, trademarks, and other related intellectual property assets.
The Fallingst Technologies
LLC valuation report is an independent third-party analysis commissioned by the Company. The valuation is based on customary IP appraisal
methods, including cost-based, invest-based, market-based, and income-based analyses, and reflects assumptions regarding commercialization
timelines, competitive landscape, and the Company’s ability to execute on its business strategy. These assumptions are subject to
risks and uncertainties, including those discussed in the “Risk Factors” section of the Company’s annual report on Form
10-K filed with the SEC on September 30, 2025, as well as in the Company’s subsequent periodic reports and other filings made under
the Securities Exchange Act of 1934 and the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information
The pro forma financial statements reflecting
the disposition of Grafiti UK pursuant to the Share Purchase Agreement, to the extent required by this item, will be filed by amendment
to this Current Report on Form 8-K.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement, dated November 28, 2025, between Damon Inc. and Grafiti LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
DAMON, INC. |
| |
|
|
| Date: November 28, 2025 |
By: |
/s/ Bal Bhullar |
| |
Name: |
Bal Bhullar |
| |
Title: |
Chief Financial Officer |
