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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): August 27, 2025
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 Sale of Equity Securities.
As
previously disclosed, on June 16, 2025, Tron Inc. (the “Company”, formerly SRM Entertainment, Inc.) issued warrants
to acquire up to 220,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
at an exercise price of $0.50 per share (the “PIPE Warrants”) in connection with its private placement of Series B
Convertible Preferred Stock with Bravemorning Limited, a institutional investor entity (the “Holder” or “Bravemorning”).
The
Holder is an entity controlled by Mr. Weike Sun, a member of the Company’s Board of Directors (the “Board”).
As
previously disclosed, on August 25, 2025, the Board (other than Mr. Weike Sun who recused himself from this decision) authorized the
Company to enter into an amendment to the PIPE Warrants (the “Amendment”). Pursuant to the Amendment, the exercise
price of the PIPE Warrants could be paid, at the Holder’s election, in TRON tokens (“TRX”) in addition to the
existing methods of cash or cashless exercise. All other terms of the PIPE Warrants remained unchanged.
On
August 27, 2025, Bravemorning exercised the PIPE Warrants in full and, on August 29, 2025, the Company issued 220,000,000 shares of Common
Stock to Bravemorning. The Holder paid $110,000,000 to the Company in the form of 312,500,100 TRX as consideration for the issuance of
these Common Stock shares. The shares of Common Stock were issued to the Holder on August 29, 2025 in reliance upon an exemption from
registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
5.01 Changes in Control of Registrant.
Reference
is made to the disclosure regarding the exercise of the PIPE Warrants set forth under Item 3.02 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
Following
the issuance of the 220,000,000 shares of Common Stock, Mr. Weike Sun, via his control of Bravemorning, owns approximately eighty-six
and six-tenths percent (86.6%) of the Company’s outstanding shares of Common Stock, resulting in a change of control of the Company.
The Company was not previously controlled by any shareholder. The TRX paid by the Holder was owned by the Holder.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 29, 2025, the Company, pursuant to a previously disclosed shareholder approval, filed a Certificate of Amendment to the Articles
of Incorporation of the Company, as amended (the “Charter Amendment”) with the Secretary of State of the State of
Nevada to increase the authorized shares of Common Stock from one hundred million (100,000,000) shares to one billion (1,000,000,000)
shares.
A
copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Articles of Incorporation |
| 104 |
|
Cover Page Interactive
Data File (embedded with 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.
| |
TRON INC. |
| |
|
|
| Date: September 2, 2025 |
By: |
/s/
Richard Miller |
| |
Name: |
Richard Miller |
| |
Title: |
Chief Executive Officer |
