Damon Inc. Files 8-K: Material Agreement, Debt, Equity Sales

TL;DR

Damon Inc. just filed an 8-K: new deal, debt, and sold stock. Big moves happening.

AI Summary

On December 20, 2024, Damon Inc. entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. Damon Inc. was formerly known as Grafiti Holding Inc., with a name change occurring on November 9, 2023.

Why It Matters

This filing indicates significant corporate actions including a new agreement, potential debt, and the issuance of new shares, which could impact the company's financial structure and stock value.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, creation of financial obligations, and unregistered sales of equity, all of which can introduce financial and operational risks.

Key Players & Entities

• Damon Inc. (company) — Registrant
• Grafiti Holding Inc. (company) — Former company name
• November 9, 2023 (date) — Date of name change
• December 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $10,000,000 — at an aggregate purchase price of up to $10,000,000 (the "Total Committed Amount") for the
• $2,000,000 — itial Closing Date"), the Investor paid $2,000,000, creating in an initial principal balan
• $2,140,000 — ting in an initial principal balance of $2,140,000. Pursuant to the Securities Purchase A
• $1,000,000 — by the Company, the Investor will fund $1,000,000 for a second pre-paid purchase. Within
• $250,000 — with each purchase amount no less than $250,000, provided that the total outstanding ba
• $3,000,000 — all pre-paid purchases does not exceed $3,000,000. The proceeds from the pre-paid purcha
• $100,000 — and other corporate purposes. However, $100,000 from the initial pre-paid purchase fund
• $6,470,000 — 24 with an original principal amount of $6,470,000. Following the funding of each pre-pai
• $1.50 — common shares will be the lower of (i) $1.50 or (ii) 90% of the lowest daily VWAP du
• $350,000 — ny must make monthly cash repayments of $350,000 in principal plus any accrued unpaid in

Filing Documents

• ea0225670-8k_damon.htm (8-K) — 34KB
• ea022567001ex10-1_damon.htm (EX-10.1) — 195KB
• ea022567001ex10-2_damon.htm (EX-10.2) — 72KB
• 0001213900-24-111506.txt ( ) — 544KB
• dmn-20241220.xsd (EX-101.SCH) — 3KB
• dmn-20241220_lab.xml (EX-101.LAB) — 33KB
• dmn-20241220_pre.xml (EX-101.PRE) — 22KB
• ea0225670-8k_damon_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On December 20, 2024, Damon Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with Streeterville Capital, LLC (the "Investor"). Under the agreement, the Company agreed to issue and sell to the Investor one or more pre-paid purchases at an aggregate purchase price of up to $10,000,000 (the "Total Committed Amount") for the purchase of the Company's common shares. As consideration for the Investor's commitment, the Company also agreed to issue 343,053 common shares to the Investor (the "Commitment Shares"). Each pre-paid purchase includes an original issue discount of 7% and accrues interest at an annual rate of 8%. For the initial pre-paid purchase, which closed on December 20, 2024 (the "Initial Closing Date"), the Investor paid $2,000,000, creating in an initial principal balance of $2,140,000. Pursuant to the Securities Purchase Agreement and a registration rights agreement entered into on the same date (the "Registration Rights Agreement"), the Company will file a registration statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), to register the resale of a required number of common shares, including the Commitment Shares and common shares issuable pursuant to the pre-paid purchases (the "Registration Statement"). If the Registration Statement is not declared effective within 60 days of the Initial Closing Date, the outstanding balance of the pre-paid purchase will automatically increase by 2%, with further increases of 2% for each subsequent 30-day period that the Registration Statement remains ineffective. If the Registration Statement is declared effective within 90 days of the Initial Closing Date and no default has occurred, and if requested by the Company, the Investor will fund $1,000,000 for a second pre-paid purchase. Within a committed two-year period, and subject to certain specified conditions, the Compa

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant To the extent required, the information included in Item 1.01 of this current report on Form 8-K is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required, the information included in Item 1.01 of this current report on Form 8-K with respect to the pre-paid purchases, the Commitment Shares and the common shares issuable under the pre-paid purchases is hereby incorporated by reference into this Item 3.02. The offer and sale of these securities were not registered under the Securities Act, in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, on the basis that these securities are issued to an institutional accredited investor and the Company did not engage in any general solicitation in connection with such offer and sale.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Securities Purchase Agreement, dated December 20, 2024, between Damon Inc. and Streeterville Capital, LLC. 10.2 Registration Rights Agreement, dated December 20, 2024, between Damon Inc. and Streeterville Capital, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission. 2 SIGNATURE 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. DAMON, INC. Date: December 23, 2024 By: /s/ Bal Bhullar Name: Bal Bhullar Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR