TRON Inc. (TRON) lets Bravemorning exercise 220M warrants using TRX tokens

Rhea-AI Filing Summary

TRON Inc. entered into an amendment to previously issued PIPE warrants that allow Bravemorning Limited to acquire up to 220,000,000 shares of common stock at an exercise price of $0.50 per share. Under the amendment, Bravemorning may now pay the exercise price in TRON tokens (TRX), in addition to the existing cash or cashless exercise methods.

The fair market value of TRX used to satisfy the exercise price will be based on the closing TRX price published on CoinMarketCap on the calendar day immediately before exercise. The amendment was approved by the Board of Directors, with director Weike Sun (who controls Bravemorning) recusing himself from the decision. All other terms of the PIPE warrants remain unchanged.

Insights

Capital markets and corporate governance analyst

TRON now permits warrant exercises to be paid in TRX tokens, adding a crypto-based settlement option without changing warrant size or price.

TRON Inc. has amended its PIPE warrants held by Bravemorning Limited, which cover up to 220,000,000 common shares at an exercise price of $0.50 per share. The key change is that Bravemorning can now satisfy the exercise price using TRON tokens (TRX), alongside existing cash and cashless exercise alternatives. The value of TRX for this purpose will be tied to the CoinMarketCap closing price on the calendar day immediately before exercise.

This structure links a significant potential equity issuance to the market price of a crypto asset at the time of exercise. Actual outcomes depend on Bravemorning’s decisions and future TRX pricing on CoinMarketCap’s reference date. The Board approved the amendment with director Weike Sun, who controls Bravemorning, recusing himself, which indicates attention to related-party governance while keeping all other warrant terms unchanged.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 25, 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 1.01 Entry into a Material Definitive Agreement.

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”).

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 may now be paid, at the Holder’s election, in TRON tokens (“TRX”) in addition to the existing methods of cash or cashless exercise. The fair market value of TRX for purposes of satisfying the exercise price will be determined based on the closing price of TRX published on CoinMarketCap on the calendar day immediately preceding the date of exercise. All other terms of the PIPE Warrants remain unchanged.

The foregoing description of the Amendment does not purport to be a complete description and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 4.1 and incorporated by reference into this Item 1.01.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
4.1		Amendment to Common Stock Purchase Warrant
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: August 29, 2025	By:	/s/ Richard Miller
	Name:	Richard Miller
	Title:	Chief Executive Officer

FAQ

What did TRON (TRON) change in its PIPE warrants with Bravemorning?

TRON Inc. amended its PIPE warrants so that Bravemorning Limited can now pay the $0.50 per share exercise price using TRON tokens (TRX), in addition to existing cash or cashless exercise methods.

How many TRON (TRON) shares are covered by the amended PIPE warrants?

The PIPE warrants held by Bravemorning Limited cover up to 220,000,000 shares of TRON Inc. common stock at an exercise price of $0.50 per share.

How is the value of TRX determined when exercising TRON’s PIPE warrants?

For warrant exercises paid in TRX, the fair market value of TRX is based on the closing TRX price published on CoinMarketCap on the calendar day immediately preceding the exercise date.

Did TRON change any other terms of the PIPE warrants in this 8-K?

No. The company states that all other terms of the PIPE warrants remain unchanged; only the ability to pay the exercise price in TRX was added.

Who controls Bravemorning Limited in the TRON PIPE transaction?

Bravemorning Limited is controlled by Mr. Weike Sun, who is a member of TRON Inc.’s Board of Directors.

How did TRON’s Board handle the related-party aspect of the PIPE warrant amendment?

The Board authorized the company to enter into the amendment, and director Weike Sun, who controls Bravemorning, recused himself from this decision.