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): ~~June~~July 173, 2025

DAMON INC.

(Exact name of registrant as specified in its charter)

British Columbia		001-42190		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4601 Canada Way, Suite #402 Burnaby, 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 ~~OTC~~OTCID ~~Pink~~Basic ~~Current~~ 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 48.01 ~~Changes~~Other ~~in Registrant’s Certifying Accountant~~Events.

OnReverse ~~November~~Stock 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum LLP (“Marcum”). Accordingly, on June 17, 2025, solely as a result of the acquisition, Marcum resigned as the independent registered public accounting firm of Damon Inc. (the “Company”) and, with the approval of the audit committee of the Company’s board of directors, CBIZ CPAs was engaged as the Company’s independent registered public accounting firm on the same date.Split

~~The~~On ~~audit~~July ~~report~~3, of2025, ~~Marcum~~Damon onInc. (the “Company’s”) ~~consolidated~~effected ~~financial~~a ~~statements~~reverse assplit of ~~and~~its ~~for~~outstanding ~~the~~common ~~fiscal~~shares ~~year~~at ~~ended~~a ~~June~~ratio 30of 1-for-125, ~~2024~~as ~~did~~approved ~~not~~by ~~contain~~the anCompany’s ~~adverse~~Board ~~opinion~~of ~~or a disclaimer~~Directors ofpursuant ~~opinion,~~to ~~and~~its ~~was~~articles ~~not~~(the ~~qualified~~“Reverse orSplit”). ~~modified~~The asReverse toSplit ~~uncertainty,~~was ~~audit~~confirmed ~~scope,~~by orFINRA ~~accounting~~and ~~principles,~~announced ~~except~~on ~~for~~its ~~the~~Daily ~~inclusion~~List ~~of an~~on ~~explanatory~~July ~~paragraph~~2, as2025. toThe ~~the~~ Company’s ~~ability~~common toshares ~~continue~~are ascurrently atraded ~~going~~on ~~concern.~~the ~~The~~OTCID ~~audit~~Basic ofMarket ~~the~~maintained ~~Company’s~~by ~~consolidated financial~~OTC ~~statements~~Markets asGroup ofInc. ~~June~~The Company’s ~~30,~~ticker ~~2023~~symbol ~~and~~has ~~for~~been ~~the~~temporarily ~~fiscal~~changed ~~year~~to ~~then~~“DMNID” ~~ended~~and ~~was~~will ~~performed~~revert byto ~~another~~“DMNIF” ~~independent~~after ~~registered~~20 ~~accounting~~business ~~firm~~days.

~~During~~Following the ~~period~~Reverse ~~of Marcum’s 2024 engagement~~Split, ~~and~~ the ~~subsequent~~new ~~interim~~CUSIP ~~period through June 17, 2025, the date of Marcum’s resignation, there were (a) no “disagreements”~~number (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its report and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the ~~previously disclosed identification of material weaknesses in the~~ Company’s ~~internal~~ ~~control~~common ~~over~~shares ~~financial~~is ~~reporting~~235750205, ~~relating to ineffective controls over period end financial disclosure~~ and ~~reporting processes, including ineffective monitoring activities to assess~~ the ~~operation~~new ofISIN ~~internal~~is controls over financial reporting and lack of sufficient controls designed and implemented for financial information processing and reporting and lacked personnel with requisite skills for financial reporting under UCA2357502053.~~S. GAAP.~~

~~During~~Prior to the ~~period~~Reverse ~~of Marcum’s 2024 engagement~~Split, ~~and~~ the ~~subsequent~~Company ~~interim~~had ~~period through June 17~~2, ~~2025~~450,477,042 common ~~neither~~shares ~~the~~issued ~~Company~~and ~~nor~~outstanding. ~~anyone~~Following on the ~~Company’s~~Reverse ~~behalf~~Split, ~~consulted~~and ~~with~~after ~~CBIZ CPAs~~giving ~~regarding~~effect ~~either~~to ~~(i)~~ the ~~application~~adjustment offor ~~accounting~~fractional ~~principles~~shares todescribed below, athere ~~specified~~are ~~transaction~~19,603,815 ~~either~~common ~~completed~~shares orissued ~~proposed,~~and oroutstanding ~~regarding~~ as of the ~~type~~date of ~~audit~~this ~~opinion~~report. ~~that~~No ~~might~~fractional beshares ~~rendered~~have bybeen ~~CBIZ~~issued. Any ~~CPAs~~fractional onshare ~~the~~that ~~Company’s~~is ~~financial~~less ~~statements,~~than orone-half (ii1/2) ~~any matter that was either the subject~~ of a ~~“disagreement”~~share ~~(as~~has ~~defined~~been incancelled, ~~Item~~and ~~304(a)(1)(iv)~~any offractional ~~Regulation~~share S-equal Kto ~~and~~or ~~the~~greater ~~related~~than one-half ~~instructions~~(1/2) or of a ~~“reportable~~share ~~event”~~has ~~(as~~been ~~defined~~rounded inup ~~Item~~to ~~304(a)(1)(v)~~one ofwhole ~~Regulation S-K)~~share.

The ~~Company~~exercise ~~provided~~or ~~Marcum~~conversion ~~with~~prices ~~a copy of this Current Report on Form 8-K prior to its filing with the Securities~~ and ~~Exchange Commission (~~the ~~“SEC”)~~number of ~~and~~shares ~~requested~~issuable ~~that Marcum~~under ~~furnish~~ the Company’s ~~with~~outstanding aexercisable ~~letter~~or ~~addressed~~convertible tosecurities ~~the~~have ~~SEC,~~been ~~pursuant~~proportionately adjusted to ~~Item 304(a)(3) of Regulation S-K, stating whether it agrees~~reflect ~~with~~ the ~~above~~Reverse ~~statements and, if it does not agree, the respects in which it does not agree~~Split. ~~A copy of the letter from Marcum, dated June 18, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.~~

Updated Unaudited Selected 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
16.1		Letter from Marcum.
99.1		Updated Unaudited Selected Financial Data.
104		Cover Page Interactive Data File (embedded within 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.

Date: June 18, 2025	DAMON, INC.
Date: July 10, 2025	DAMON, INC.
	By:	/s/ Bal Bhullar
		Bal Bhullar
		Chief Financial Officer

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