How did the Bravemorning conversion affect Tron (TRON) share ownership?

After issuing 200,000,000 new common shares to Bravemorning, the investor held 88.5% of Tron’s outstanding common stock. Total common shares outstanding became 474,382,064, giving Bravemorning effective voting control through its large majority equity stake.

Chairman-linked Bravemorning gains 88.5% control of Tron (TRON) after 200M-share conversion

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Tron Inc. reported a major equity conversion that concentrates control with its chairman’s affiliate. Bravemorning Limited, controlled by Chairman Weike Sun, converted 100,000 shares of Series B Convertible Preferred Stock into 200,000,000 shares of common stock at a stated conversion price of $0.50 per share in a private transaction.

The common shares were issued without SEC registration under Section 4(a)(2) of the Securities Act. After the issuance, Bravemorning held 88.5% of Tron’s outstanding common stock, total common shares outstanding were 474,382,064, and no Series B Preferred Stock remained outstanding.

Positive

None.

Negative

Significant dilution and control concentration: Conversion of 100,000 Series B Convertible Preferred shares into 200,000,000 common shares leaves Bravemorning with 88.5% of Tron’s 474,382,064 outstanding common shares, materially diluting minority holders and concentrating effective control with an entity controlled by the board chairman.

Insights

Massive preferred-to-common conversion hands effective control to the chairman’s entity and significantly dilutes other holders.

Tron Inc. allowed Bravemorning Limited to convert 100,000 shares of Series B Convertible Preferred Stock into 200,000,000 common shares at a stated $0.50 per share conversion price. This is a large issuance relative to the company’s equity base.

Following the transaction, Bravemorning owns 88.5% of the common stock, while total common shares outstanding increased to 474,382,064. This level of ownership effectively concentrates voting power with an entity controlled by the board chairman and leaves no Series B Preferred Stock outstanding, materially diluting minority shareholders.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Preferred shares converted: 100,000 shares Common shares issued: 200,000,000 shares Conversion price: $0.50 per share +3 more

6 metrics

Preferred shares converted 100,000 shares Series B Convertible Preferred Stock converted on April 2, 2026

Common shares issued 200,000,000 shares Issued to Bravemorning upon Series B conversion

Conversion price $0.50 per share Stated conversion price from Series B Preferred to common

Post-transaction ownership 88.5% Common stock held by Bravemorning after conversion

Shares outstanding after conversion 474,382,064 shares Total common stock outstanding immediately after issuance

Series B Preferred remaining 0 shares No Series B Preferred Stock outstanding after conversion

Key Terms

Series B Convertible Preferred Stock, conversion price, Section 4(a)(2) of the Securities Act of 1933, unregistered sales of equity securities, +1 more

5 terms

Series B Convertible Preferred Stock financial

"issued 100,000 shares of its Series B Convertible Preferred Stock, par value $0.0001 per share"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

conversion price financial

"convertible into 200,000,000 shares of the Company’s common stock ... at a conversion price of $0.50 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended"

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 04/08/2026 - 04:45 PM

FAQ

What equity transaction did Tron (TRON) disclose in this 8-K?

Tron Inc. disclosed that Bravemorning Limited converted 100,000 shares of Series B Convertible Preferred Stock into 200,000,000 shares of common stock. This privately negotiated conversion relied on a Section 4(a)(2) exemption from Securities Act registration and removed all Series B Preferred Stock from the capital structure.

What was the conversion price for Tron’s Series B Preferred Stock?

The Series B Convertible Preferred Stock was convertible into common stock at a conversion price of $0.50 per share. Bravemorning converted 100,000 preferred shares into 200,000,000 common shares based on this stated conversion rate as part of a previously disclosed private placement.

Does Tron (TRON) still have any Series B Preferred Stock outstanding?

No. Tron Inc. stated that immediately after issuing 200,000,000 common shares to Bravemorning, the company had no Series B Preferred Stock outstanding. The entire 100,000-share Series B Preferred position held by Bravemorning was fully converted into common stock on April 2, 2026.

Who controls Bravemorning Limited in Tron’s capital structure?

Bravemorning Limited is described as an institutional investor entity controlled by Mr. Weike Sun, who is Chairman of Tron Inc.’s Board of Directors. Following the conversion, Bravemorning’s 88.5% common stock stake gives this chairman-controlled entity effective majority ownership.

Under what legal exemption were Tron’s new common shares issued?

Tron Inc. stated that the 200,000,000 common shares issued to Bravemorning were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, which allows certain private offerings without a public registration statement.

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): April 2, 2026

TRON INC.

(Exact name of registrant as specified in charter)

Nevada

001-41768

32-0686534

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

941 W. Morse Blvd.

Suite 100

Winter Park FL 32789

(Address of principal executive offices) (Zip Code)

(407) 230-8100

(Registrant’s telephone number, including area code)

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 Stock	TRON	The Nasdaq Stock Market LLC
		(The Nasdaq Capital Market)

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 mart 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 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on June 16, 2025, Tron Inc. (the “Company”) issued 100,000 shares of its Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) convertible into 200,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price of $0.50 per share in connection with its private placement with Bravemorning Limited, an institutional investor entity (the “Holder” or “Bravemorning”).

The Holder is an entity controlled by Mr. Weike Sun, the Chairman of the Company’s Board of Directors.

On April 2, 2026, the Company received a conversion notice from Bravemorning to convert all of its 100,000 shares of Series B Preferred Stock and, on April 2, 2026, the Company issued 200,000,000 shares of Common Stock to Bravemorning. The shares of Common Stock were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Immediately after the aforesaid issuance of 200,000,000 shares of Common Stock to Bravemorning: (i) Bravemorning held 88.5% of the outstanding shares of Common Stock, (ii) the number of outstanding shares of Common Stock was 474,382,064, and (iii) the Company did not have any Series B Preferred Stock outstanding.

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.

	TRON INC.

Date: April 8, 2026	By:	/s/ Richard Miller
	Name:	Richard Miller
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents