8-K
Damon Inc. (DMNIF)
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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 SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):July 3, 2025
DAMON
INC.
(Exact name of registrant as specified in its charter)
| British Columbia | 001-42190 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 4601 Canada Way, Suite #402Burnaby, BC | V5G 4X7 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(236) 326-3619
| 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 Shares | DMN***** | The Nasdaq Stock Market LLC***** |
| * | As previously reported, The Nasdaq Stock Market LLC has determined to delist the Company’s common shares, and has suspended its trading as of May 20, 2025. The Company’s common shares are currently quoted on the OTCID Basic Market, operated by OTC Markets Group, Inc., under the symbol “DMNIF.” | |
| --- | --- |
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 mark 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 8.01 Other Events.
Reverse Stock Split
On July 3, 2025, Damon Inc. (the “Company”) effected a reverse split of its outstanding common shares at a ratio of 1-for-125, as approved by the Company’s Board of Directors pursuant to its articles (the “Reverse Split”). The Reverse Split was confirmed by FINRA and announced on its Daily List on July 2, 2025. The Company’s common shares are currently traded on the OTCID Basic Market maintained by OTC Markets Group Inc. The Company’s ticker symbol has been temporarily changed to “DMNID” and will revert to “DMNIF” after 20 business days.
Following the Reverse Split, the new CUSIP number for the Company’s common shares is 235750205, and the new ISIN is CA2357502053.
Prior to the Reverse Split, the Company had 2,450,477,042 common shares issued and outstanding. Following the Reverse Split, and after giving effect to the adjustment for fractional shares described below, there are 19,603,815 common shares issued and outstanding as of the date of this report. No fractional shares have been issued. Any fractional share that is less than one-half (1/2) of a share has been cancelled, and any fractional share equal to or greater than one-half (1/2) of a share has been rounded up to one whole share.
The exercise or conversion prices and the number of shares issuable under the Company’s outstanding exercisable or convertible securities have been proportionately adjusted to reflect the Reverse Split.
Updated UnauditedSelected Financial Data
This Current Report on Form 8-K provides certain updated selected financial data of Damon Motors Inc. for the years ended June 30, 2024 and 2023; Grafiti Holding Inc. for the years ended June 30, 2024 and 2023; Damon Inc. (formerly Grafiti Holding Inc.) for the three-month period ended September 30, 2024; and Damon Inc. for the three- and nine-month periods ended March 31, 2025, each as adjusted for the Reverse Split (the “Updated Selected Financial Data”). The Updated Selected Financial Data updates and supplements (i) the audited consolidated financial statements of Damon Motors Inc. for the years ended June 30, 2024 and 2023; (ii) the audited consolidated financial statements of Grafiti Holding Inc. for the years ended June 30, 2024 and 2023; and (iii) the unaudited condensed consolidated financial statements of Damon Inc. (formerly Grafiti Holding Inc.) for the three-month period ended September 30, 2024, each of which is included in the registration statement on Form S-1 filed with the SEC on March 18, 2025 (File No. 333-285872) (the “S-1 Registration Statement”), as well as (iv) Damon Inc.’s unaudited condensed consolidated financial statements for the three- and nine-month periods ended March 31, 2025, included in its Quarterly Report on Form 10-Q filed with the SEC on May 19, 2025 (collectively with the S-1 Registration Statement, the “SEC Filings”). The Updated Selected Financial Data does not modify or update the disclosures in such SEC Filings, other than as indicated to reflect the Reverse Split, and should be read in conjunction with the SEC Filings. The information attached hereto as Exhibit 99.1 is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Updated Unaudited Selected Financial Data. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Date: July 10, 2025 | DAMON, INC. | |
|---|---|---|
| By: | /s/ Bal Bhullar | |
| Bal Bhullar | ||
| Chief Financial Officer |
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Exhibit 99.1
UNAUDITED SELECTED FINANCIAL DATA
Reverse Stock Split
On July 3, 2025, Damon Inc. (“Company”) effected a 1-for-125 reverse stock split (“Reverse Stock Split”) of its outstanding common shares.
The audited consolidated financial statements of Damon Motors Inc. for the years ended June 30, 2024 and 2023, the audited consolidated financial statements of Grafiti Holding Inc. for the years ended June 30, 2024 and 2023, and the unaudited condensed consolidated financial statements of Damon Inc. (formerly Grafiti Holding Inc.) for the three month period ended September 30, 2024, each of which is included in the registration statement on Form S-1 filed with the SEC on March 18, 2025 (File No. 333-285872) (the “S-1 Registration Statement”), and the Company’s unaudited condensed consolidated financial statements for the three and nine month periods ended March 31, 2025, included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 that was filed with the Securities and Exchange Committee on May 19, 2025 (the “10-Q Report”), are presented without giving effect to the Reverse Stock Split.
The following selected financial data has been derived from the audited consolidated financial statements of Damon Motors Inc. for the years ended June 30, 2024 and 2023, the audited consolidated financial statements of Grafiti Holding Inc. for the years ended June 30, 2024 and 2023, the unaudited condensed consolidated financial statements of Damon Inc. (formerly Grafiti Holding Inc.) for the three month period ended September 30, 2024, each included in the S-1 Registration Statement, and adjusted to reflect the Reverse Stock Split. The following selected financial data has also been derived from the Company’s unaudited condensed consolidated financial statements for the three and nine month periods ended March 31, 2025, included in the 10-Q Report, and adjusted to reflect the Reverse Stock Split. The Company’s historical results may not be indicative of the results that may be expected in the future.
AS REPORTED
Damon Motors Inc.:
| Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 30,<br> 2024 | June 30, <br> 2023 | |||||
| Net loss attributable to common stockholders | $ | (33,968,248 | ) | $ | (37,012,609 | ) |
| Net loss per share, basic and diluted | $ | (2.79 | ) | $ | (3.14 | ) |
| Weighted average common shares outstanding, basic and diluted | 12,180,571 | 11,793,772 | ||||
| Common shares outstanding at year end | 12,324,504 | 11,829,386 |
Grafiti Holding Inc.:
| Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 30,<br> 2024 | June 30, <br> 2023 | |||||
| Net loss attributable to common stockholders | $ | (1,348,357 | ) | $ | (73,828 | ) |
| Net loss per share, basic and diluted | $ | (0.37 | ) | $ | (0.02 | ) |
| Weighted average common shares outstanding, basic and diluted | 3,600,001 | 3,600,001 | ||||
| Common shares outstanding at year end | 3,600,001 | 3,600,001 |
Damon Inc. (formerly Grafiti Holding Inc.):
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30,<br> 2024 | September 30, <br> 2023 | |||||
| Net loss attributable to common stockholders | $ | (1,564,540 | ) | $ | (3,692 | ) |
| Net loss per share, basic and diluted | $ | (0.39 | ) | $ | (0.001 | ) |
| Weighted average common shares outstanding, basic and diluted | 4,006,706 | 3,600,001 | ||||
| Common shares outstanding at period end | 4,615,384 | 3,600,001 |
Damon Inc.:
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, <br> 2025 | March 31,<br> 2024 | March 31,<br> 2025 | March 31, <br> 2024 | |||||||||
| Net loss attributable to common stockholders | $ | (25,163,438 | ) | $ | (13,096,933 | ) | $ | (2,354,505 | ) | $ | (25,604,984 | ) |
| Net loss per share, basic and diluted | $ | (0.50 | ) | $ | (1.06 | ) | $ | (0.11 | ) | $ | (2.11 | ) |
| Weighted average common shares outstanding, basic and diluted | 50,566,406 | 12,303,733 | 21,855,268 | 12,135,890 | ||||||||
| Common shares outstanding at period end | 503,766,493 | 2,592,740 | 503,766,493 | 2,592,740 |
AS ADJUSTED FOR 1-FOR-125 REVERSE STOCK SPLIT (unaudited):
Damon Motors Inc.:
| Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 30,<br> 2024 | June 30, <br> 2023 | |||||
| Net loss attributable to common stockholders | $ | (33,968,248 | ) | $ | (37,012,609 | ) |
| Net loss per share, basic and diluted | $ | (348.59 | ) | $ | (392.29 | ) |
| Weighted average common shares outstanding, basic and diluted | 97,444 | 94,350 | ||||
| Common shares outstanding at year end | 98,596 | 94,635 |
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Grafiti Holding Inc.:
| Years Ended | ||||||
|---|---|---|---|---|---|---|
| June 30,<br> 2024 | June 30, <br> 2023 | |||||
| Net loss attributable to common stockholders | $ | (1,348,357 | ) | $ | (73,828 | ) |
| Net loss per share, basic and diluted | $ | (46.82 | ) | $ | (2.56 | ) |
| Weighted average common shares outstanding, basic and diluted | 28,800 | 28,800 | ||||
| Common shares outstanding at year end | 28,800 | 28,800 |
Damon Inc. (formerly Grafiti Holding Inc.):
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30,<br> 2024 | September 30, <br> 2023 | |||||
| Net loss attributable to common stockholders | $ | (1,564,540 | ) | $ | (3,692 | ) |
| Net loss per share, basic and diluted | $ | (48.81 | ) | $ | (0.13 | ) |
| Weighted average common shares outstanding, basic and diluted | 32,053 | 28,800 | ||||
| Common shares outstanding at period end | 36,923 | 28,800 |
Damon Inc.:
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, <br> 2025 | March 31,<br> 2024 | March 31,<br> 2025 | March 31, <br> 2024 | |||||||||
| Net loss attributable to common stockholders | $ | (25,163,438 | ) | $ | (13,096,933 | ) | $ | (2,354,505 | ) | $ | (25,604,984 | ) |
| Net loss per share, basic and diluted | $ | (62.20 | ) | $ | (133.06 | ) | $ | (13.47 | ) | $ | (263.73 | ) |
| Weighted average common shares outstanding, basic and diluted | 404,531 | 98,429 | 174,842 | 97,087 | ||||||||
| Common shares outstanding at period end | 4,030,131 | 20,741 | 4,030,131 | 20,741 |
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