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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 |
