8-K: Damon Inc. Implements 1-for-125 Reverse Stock Split Amid Nasdaq Delisting and Persistent Losses

Damon Inc. has completed a 1-for-125 reverse stock split, reducing its outstanding shares to 19.6 million, following its delisting from Nasdaq and continued trading on the OTCID Basic Market.

Summary

• Damon Inc. effected a 1-for-125 reverse split of its outstanding common shares on July 3, 2025, as approved by its Board of Directors.
• FINRA confirmed the Reverse Split and announced it on its Daily List on July 2, 2025.
• The company's common shares are currently traded on the OTCID Basic Market under the temporary ticker symbol DMNID, which will revert to DMNIF after 20 business days.
• Prior to the Reverse Split, there were 2,450,477,042 common shares issued and outstanding.
• Following the Reverse Split, 19,603,815 common shares are issued and outstanding as of July 3, 2025, after accounting for fractional share adjustments.
• Fractional shares less than one-half were cancelled, and those equal to or greater than one-half were rounded up to one whole share.
• The exercise or conversion prices and number of shares issuable under outstanding exercisable or convertible securities have been proportionately adjusted.
• Updated unaudited selected financial data for Damon Motors Inc., Grafiti Holding Inc., and Damon Inc. (formerly Grafiti Holding Inc.) for various periods up to March 31, 2025, have been provided, adjusted to reflect the Reverse Split.

Sentiment

Score: 2

Explanation: The sentiment is highly negative due to the Nasdaq delisting, the extreme 1-for-125 reverse stock split, and persistent, substantial net losses across all reported entities and periods. These factors collectively indicate severe financial distress and a challenging outlook for the company.

Negatives

• The company's common shares were delisted from The Nasdaq Stock Market LLC, with trading suspended as of May 20, 2025.
• The company's shares are now quoted on the OTCID Basic Market, which typically implies lower liquidity and less investor confidence compared to major exchanges.
• The necessity of a 1-for-125 reverse stock split often indicates a very low share price, reflecting significant underlying financial challenges.
• Damon Motors Inc. reported net losses of $(33,968,248) for the year ended June 30, 2024, and $(37,012,609) for the year ended June 30, 2023 (as reported).
• Grafiti Holding Inc. reported net losses of $(1,348,357) for the year ended June 30, 2024, and $(73,828) for the year ended June 30, 2023 (as reported).
• Damon Inc. (formerly Grafiti Holding Inc.) reported a net loss of $(1,564,540) for the three months ended September 30, 2024 (as reported).
• Damon Inc. reported a net loss of $(25,163,438) for the three months ended March 31, 2025, and $(2,354,505) for the nine months ended March 31, 2025 (as reported).

Risks

• The company's common shares have been delisted from The Nasdaq Stock Market LLC and trading suspended as of May 20, 2025, which may reduce liquidity and investor interest.
• Current trading on the OTCID Basic Market may expose investors to higher volatility and less stringent reporting requirements.
• The significant reverse stock split (1-for-125) may not sustainably increase the share price and could lead to further price declines if underlying business issues are not resolved.
• The company has consistently reported substantial net losses across all reported periods, indicating ongoing financial challenges and potential concerns about long-term viability.

Future Outlook

The document states that the company's historical results may not be indicative of the results that may be expected in the future, but provides no specific forward-looking statements or guidance regarding future performance, revenue, or profitability.

Industry Context

This announcement primarily concerns a corporate action (reverse stock split) and financial reporting adjustments for Damon Inc., rather than broader industry trends. The delisting from Nasdaq and subsequent trading on the OTC market reflect company-specific challenges rather than a general industry downturn.

Comparison to Industry Standards

• The document does not provide specific comparable companies, projects, or results to assess the company's performance against global benchmarks or industry standards.

Stakeholder Impact

• Shareholders: Experience a significant reduction in the number of shares held (1-for-125 reverse split), which may or may not lead to a proportional increase in share price. The delisting from Nasdaq to OTCID Basic Market could result in reduced liquidity and potentially lower investor confidence.
• Investors: Face increased risk due to the company's delisting from a major exchange and its consistent history of substantial net losses.

Next Steps

• The company's ticker symbol DMNID will revert to DMNIF after 20 business days.

Key Dates

Recommendation

Keywords

Reverse Stock Split, SEC Filing, 8-K, Damon Inc., DMNIF, OTC Markets, Nasdaq Delisting, Financial Data, Share Count Adjustment, Corporate Action