[144] Photronics Inc SEC Filing

Rhea-AI Filing Summary

Damon Inc. filed Prospectus Supplement No. 9/19/12 on July 10, 2025 to incorporate its Current Report on Form 8-K into three previously issued prospectuses. The supplement principally discloses a 1-for-125 reverse stock split ("Reverse Split") that became effective on July 3, 2025.

Capital structure impact: the outstanding share count fell from 2,450,477,042 to 19,603,815. Fractional shares below 0.5 were cancelled; fractions ≥ 0.5 were rounded up. All convertible and exercisable securities were proportionally adjusted. New identifiers are CUSIP 235750205 and ISIN CA2357502053.

Trading & listing: Nasdaq suspended trading on May 20, 2025 and has initiated delisting. Shares now trade on the OTCID Basic Market under temporary ticker DMNID; the symbol will revert to DMNIF 20 business days after July 3. The last quoted price on July 9, 2025 was $0.082.

Offering & resale registration: the underlying prospectuses cover (i) an offering of 126.9 million units (one common share + one Series A warrant per unit) plus the warrant shares and underwriter warrant shares, and resale registrations of up to 1.0 million and 18.5 million common shares, respectively. No terms of these offerings changed; the supplement merely updates them with the Reverse Split information.

Updated unaudited selected financial data (post-split):

• Damon Motors Inc. FY-2024 net loss: $33.97 m; loss per share: $348.59.
• Grafiti Holding Inc. FY-2024 net loss: $1.35 m; loss per share: $46.82.
• Damon Inc. three months ended 3/31/25 net loss: $25.16 m; loss per share: $62.20.
• Damon Inc. nine months ended 3/31/25 net loss: $2.35 m; loss per share: $13.47.

Key considerations: substantial operating losses persist, Nasdaq delisting has shifted trading to the OTC market, and the registration statements permit issuance/resale of a large number of additional shares. Investors should review the “Risk Factors” sections contained in the original prospectuses.

Positive

• Reverse split reduced outstanding shares from ~2.45 billion to 19.6 million, simplifying the capital structure.
• Proportional adjustment of all outstanding warrants and convertibles preserves contractual integrity post-split.

Negative

• Nasdaq delisting (suspension on May 20, 2025) relegates trading to the OTC market, lowering liquidity and visibility.
• Significant operating losses continue (e.g., $25.16 m loss in the March 31, 2025 quarter).
• Potential dilution from registration of 126.9 m new units and resale of over 19.5 m shares.
• Extremely high post-split loss per share metrics (e.g., $348.59 FY-2024) highlight the scale of deficits relative to share base.

Insights

Securities Analyst

TL;DR: Reverse split cleans up share count but does not address heavy losses or Nasdaq delisting; overall credit profile remains weak.

Impact assessment: The 1-for-125 split is structurally significant because it reduces the outstanding share count to 19.6 million and proportionally adjusts all derivatives, but it is cosmetic—no cash is raised and operating fundamentals are unchanged. The unaudited data reveal continuing multi-million-dollar losses across all periods, indicating ongoing cash burn. With Nasdaq trading already suspended, migration to the OTC market lowers liquidity and institutional interest. The large registration (126.9 m units plus resale shares) could create further dilution once exercised or sold. Consequently, the filing is negative for equity holders despite the tidier capital structure.

Corporate Governance Expert

TL;DR: Board-approved split executed correctly; disclosures appear compliant, but delisting and dilution risks elevate governance concerns.

The Board utilised its existing authority to implement the Reverse Split, received FINRA confirmation, and promptly disclosed new CUSIP/ISIN codes—steps that demonstrate procedural compliance. The company also updated prior registration statements, fulfilling integration requirements under Rule 424(b)(3). However, loss of Nasdaq listing signals governance and performance challenges. Allowing 126.9 m new units plus significant resale shares without concurrent strategic turnaround increases potential shareholder value erosion. Oversight of capital allocation and dilution will be a focal point for investors.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	15000	299548.09	60150512	07/10/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	10/03/2023	Restricted Stock Vesting	Issuer			3750	10/03/2023	Compensation
Common	02/16/2005	Restricted Stock Vesting	Issuer			750	02/16/2005	Compensation
Common	05/14/2005	Restricted Stock Vesting	Issuer			1000	05/14/2005	Compensation
Common	05/16/2005	Restricted Stock Vesting	Issuer			750	05/16/2005	Compensation
Common	01/03/2023	Restricted Stock Vesting	Issuer			3000	01/03/2023	Compensation
Common	04/03/2022	Restricted Stock Vesting	Issuer			3000	04/03/2022	Compensation
Common	04/03/2023	Restricted Stock Vesting	Issuer			2750	04/03/2023	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the effective date of Damon Inc.'s 1-for-125 reverse stock split?

The reverse split became effective on July 3, 2025.

How many Damon Inc. shares are outstanding after the reverse split?

Post-split, 19,603,815 common shares are issued and outstanding.

What ticker symbol will Damon Inc. use after the temporary "DMNID" designation ends?

The symbol will revert to DMNIF 20 business days after July 3, 2025.

What are the new CUSIP and ISIN codes for Damon Inc. shares?

New identifiers are CUSIP 235750205 and ISIN CA2357502053.

How large is the offering covered by the updated prospectus?

It registers 126.9 million units plus shares underlying Series A and underwriter warrants.

What was Damon Inc.'s net loss for the three months ended March 31, 2025?

The company reported a $25.16 million net loss (post-split loss per share: $62.20).

Where are Damon Inc.'s shares currently traded?

They are quoted on the OTCID Basic Market operated by OTC Markets Group, Inc.