Damon Shifts to Electric Motorcycles Amid Nasdaq Delisting
Ticker: DMNIF · Form: 10-K · Filed: Sep 30, 2025 · CIK: 2000640
Sentiment: bearish
Topics: Electric Vehicles, Motorcycles, Delisting, Going Concern, Spinoff, Business Combination, Software Distribution
TL;DR
**Damon's delisting to OTC and risky pivot to electric motorcycles makes it a highly speculative bet, despite the EV market's growth.**
AI Summary
Damon Inc. (DMNIF) completed a significant business combination with Damon Motors Inc. on November 13, 2024, transforming into a developer of smart, technologically advanced electric motorcycles and personal mobility products. The company, formerly Grafiti Holding Inc., was spun off from XTI Aerospace Inc. on December 27, 2023. Damon Motors aims to commercialize zero-emission products with integrated AI and connectivity, leveraging its HyperDrive platform and HyperSport motorcycle, currently in prototype validation. Concurrently, Damon Inc., through its subsidiary Grafiti Limited, continues to distribute SAVES data analytics software in the UK and parts of Europe, generating revenue from scientific and engineering applications. A critical development is the delisting of Damon's common shares from Nasdaq on July 18, 2025, with trading shifting to the OTCIQ Basic Market under the symbol DMNIF. The aggregate market value of non-affiliate common equity was $17,355,619 as of December 31, 2024, and a 1-for-125 reverse stock split was effected on July 3, 2025. The company is pursuing a corporate strategy focused on end-to-end personal mobility solutions, evaluating strategic partnerships and acquisitions to enhance technology and revenue.
Why It Matters
Damon Inc.'s pivot to electric motorcycles through the Damon Motors acquisition positions it in a rapidly growing EV market, but its delisting from Nasdaq to the OTCIQ Basic Market (DMNIF) significantly impacts investor liquidity and visibility. This move could deter institutional investors and make it harder for employees to value their equity. For customers, the focus on AI-driven, safe electric motorcycles could introduce innovative products, potentially challenging established players like Harley-Davidson's LiveWire or Zero Motorcycles. The company's dual strategy, maintaining its Grafiti Limited software distribution, suggests a diversified approach, but the primary focus is now on the highly competitive and capital-intensive EV sector, where scaling production and market penetration are major hurdles.
Risk Assessment
Risk Level: high — Damon Inc. faces high risk due to its recent delisting from Nasdaq on July 18, 2025, with trading moving to the OTCIQ Basic Market, which significantly reduces liquidity and investor access. The company also explicitly states the 'risk of the Company's ability to continue as a going concern' and 'the risk that the Company may be unable to raise additional capital on acceptable terms or in sufficient amounts to finance our operations and remain a going concern,' indicating severe financial instability.
Analyst Insight
Investors should exercise extreme caution and consider this a highly speculative investment due to the Nasdaq delisting and explicit 'going concern' risk. Only those with a high-risk tolerance and a deep understanding of the electric vehicle startup landscape should consider a small position, acknowledging the significant potential for capital loss.
Revenue Breakdown
| Segment | Revenue | Growth |
|---|---|---|
| SAVES Distribution Business | ||
| Motorcycle and Other Personal Mobility Products Development |
Key Numbers
- $17,355,619 — Aggregate market value of non-affiliate common equity (as of December 31, 2024, prior to delisting impact)
- 19,603,815 — Common shares outstanding (as of September 29, 2025, after reverse stock split)
- 1-for-125 — Reverse stock split ratio (effective July 3, 2025, impacting share count and price)
- 10 million units — Global electric car sales (exceeded in 2022, indicating market growth)
- 16% — Percentage of new cars sold that were electric (in 2022, up from 9% in 2021)
- 60% — China's share of global electric car sales (in 2022, highlighting market concentration)
- 55% — Electric car sales increase in the United States (in 2022, reaching an 8% sales share)
- $127 billion — Global two-wheel industry size (according to Fortune Business Insight 2025)
- 60% — EV registrations increase in North America (during Q1 2022, despite slow overall market)
- 530,577 — Electric cars sold in the US (during the initial nine months of 2022 (BEVs only))
Key Players & Entities
- Damon Inc. (company) — registrant, formerly Grafiti Holding Inc.
- Damon Motors Inc. (company) — wholly-owned subsidiary after Business Combination
- XTI Aerospace Inc. (company) — former parent company of Grafiti Holding Inc.
- Nasdaq Stock Market LLC (regulator) — delisted Damon's common shares on July 18, 2025
- OTC Markets Group Inc. (company) — operates OTCIQ Basic Market where DMNIF is quoted
- Grafiti Limited (company) — wholly-owned subsidiary distributing SAVES products
- International Energy Agency (company) — source for April 2023 Global EV Outlook
- S&P Global Mobility (company) — forecasts for EV model availability
- Silas Smith (person) — reporter from way.com
- Fortune Business Insight (company) — source for global two-wheel industry data
FAQ
What is Damon Inc.'s primary business focus after the recent transactions?
Damon Inc.'s primary business focus, following the November 13, 2024, business combination with Damon Motors Inc., is the development and commercialization of smart, technologically advanced electric motorcycles and other personal mobility products. This includes leveraging its HyperDrive platform and HyperSport motorcycle, which are currently in prototype validation.
Why were Damon Inc.'s common shares delisted from Nasdaq?
Damon Inc.'s common shares were delisted from The Nasdaq Stock Market LLC on July 18, 2025, as Nasdaq filed a Form 25 with the U.S. Securities and Exchange Commission. As a result, the company's registration under Section 12(b) of the Securities Exchange Act of 1934 is expected to terminate on October 16, 2025, and its shares now trade on the OTCIQ Basic Market under the symbol DMNIF.
What was the impact of the reverse stock split on Damon Inc. shares?
Damon Inc. effected a 1-for-125 reverse stock split of its outstanding common shares, effective July 3, 2025. This action consolidated the number of outstanding shares, with fractional shares less than one-half cancelled and those equal to or greater than one-half rounded up to one whole share.
Does Damon Inc. have other business operations besides electric motorcycles?
Yes, Damon Inc., through its wholly-owned subsidiary Grafiti Limited, continues to distribute data analytics and visualization software products, referred to as SAVES, in the United Kingdom and certain other European countries. These products are primarily used by scientists and engineers for applications in health, life sciences, and engineering.
What is the market value of Damon Inc.'s common equity held by non-affiliates?
As of December 31, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates of Damon Inc. was $17,355,619, based upon the closing price reported for that date on the Nasdaq Stock Market LLC.
What are the key risks highlighted in Damon Inc.'s 10-K filing?
The 10-K highlights several key risks, including the volatility of common share price, the inability to implement business plans, the risk of never achieving or sustaining profitability, the ability to continue as a going concern, and the impact of the recent delisting from Nasdaq on trading liquidity. The company also notes the risk of being unable to raise additional capital.
How does Damon Inc. plan to achieve long-term growth?
Damon Inc. plans to achieve long-term growth by pursuing a corporate strategy focused on building and developing its business as a provider of end-to-end personal mobility solutions. This includes evaluating strategic opportunities such as partnerships with personal mobility product OEMs and providers of complementary technologies, as well as accretive acquisitions.
What is Damon Motors Inc.'s history and development timeline?
Damon Motors Inc. was founded in 2017, began testing alpha prototype motorcycles and safety systems in 2019, and expanded its operations and R&D expertise in 2021 to accelerate the engineering and development of its HyperDrive platform and HyperSport motorcycle. Its electric motorcycles are currently in the prototype phase of product validation.
What is Damon Inc.'s status as a foreign private issuer?
Damon Inc. qualifies as a 'foreign private issuer' as defined under the Securities Exchange Act of 1934, based on criteria as of December 31, 2024. Although it voluntarily files reports on forms prescribed for U.S. domestic issuers, it maintains its foreign private issuer status, exempting it from U.S. federal proxy rules, Regulation FD, and Section 16 reporting.
What is the current state of the global electric vehicle market, according to the filing?
According to the International Energy Agency's April 2023 Global EV Outlook, global electric car sales exceeded 10 million units in 2022, with 16% of all new cars sold being electric, up from 9% in 2021. China accounted for approximately 60% of global electric car sales, while the U.S. market saw a 55% increase in 2022, reaching an 8% sales share.
Risk Factors
- Product Development and Commercialization Delays [high — operational]: Damon Motors is in the prototype phase for its electric motorcycles and personal mobility products. Delays in engineering, development, or validation of the HyperDrive platform and HyperSport motorcycle could significantly impact the company's ability to commercialize its offerings and generate revenue.
- Dependence on Future Funding and Capital Requirements [high — financial]: The development of advanced electric vehicles and related technologies is capital-intensive. The company will likely require significant additional funding to complete product development, establish manufacturing, and scale operations, with no guarantee of securing such funding.
- Intense Competition in Electric Mobility [medium — market]: The electric motorcycle and personal mobility market is becoming increasingly competitive with established automotive manufacturers and new entrants. Damon Inc. faces challenges in differentiating its products and capturing market share against well-funded competitors.
- Evolving Electric Vehicle Regulations [medium — regulatory]: Changes in government regulations, safety standards, and environmental mandates related to electric vehicles could impact product design, manufacturing costs, and market access for Damon Inc.'s products.
- Reliance on Key Personnel and Expertise [medium — operational]: The success of Damon Motors relies heavily on the expertise of its management and engineering teams. The loss of key personnel could disrupt product development and strategic initiatives.
- Delisting from Nasdaq and OTC Trading [high — financial]: The delisting from Nasdaq and shift to the OTCIQ Basic Market may reduce liquidity and investor interest, potentially impacting the stock price and the company's ability to raise capital through equity offerings.
Industry Context
The personal mobility sector, particularly electric vehicles, is experiencing rapid growth driven by environmental concerns and technological advancements. The global electric car market saw significant increases in sales in 2022, with electric vehicles representing a growing percentage of new car sales. The two-wheel industry, valued at $127 billion, is also seeing a surge in EV registrations, especially in North America. However, this burgeoning market is also highly competitive, with both established players and new innovators vying for market share.
Regulatory Implications
Damon Inc. must navigate evolving regulations concerning electric vehicle safety, emissions standards, and data privacy, particularly with its AI and connectivity features. Compliance with these standards is crucial for product approval and market access, and changes in regulations could necessitate costly product redesigns.
What Investors Should Do
- Monitor progress on HyperSport prototype validation and commercialization timelines.
- Assess the company's ability to secure future funding rounds.
- Evaluate the impact of the Nasdaq delisting on stock liquidity and trading volume.
- Analyze the performance and growth potential of the SAVES distribution business.
Key Dates
- 2017-01-01: Damon Motors Founded — Marks the inception of the company's focus on reimagining motorcycling with advanced safety and electric vehicle technology.
- 2019-01-01: Alpha Prototype Testing — Indicates early-stage validation of the company's core concepts and safety systems.
- 2021-01-01: Operations and R&D Expansion — Signifies a ramp-up in efforts to accelerate the development of the HyperDrive platform and HyperSport motorcycle.
- 2023-12-27: Spin-off from XTI Aerospace Inc. — Damon Inc. (formerly Grafiti Holding Inc.) became an independent entity, allowing it to focus on its electric mobility and software businesses.
- 2024-11-13: Business Combination with Damon Motors Inc. — Formalized the integration, positioning Damon Inc. as a developer of smart electric motorcycles and personal mobility products.
- 2025-07-03: 1-for-125 Reverse Stock Split — Reduced the number of outstanding shares, likely to meet exchange listing requirements or increase the per-share price.
- 2025-07-18: Delisting from Nasdaq — Common shares began trading on the OTCIQ Basic Market, potentially impacting liquidity and investor perception.
Glossary
- HyperDrive platform
- Damon Motors' proprietary electric vehicle powertrain technology designed for high-performance electric motorcycles. (This is a core technology that Damon Inc. aims to leverage for its electric motorcycle products and potentially for licensing.)
- HyperSport motorcycle
- Damon Motors' flagship electric motorcycle model, currently in prototype validation. (Represents the primary product offering in the company's electric motorcycle development business.)
- SAVES
- Data analytics and visualization software distributed by Damon Inc.'s subsidiary, Grafiti Limited. (This is a current revenue-generating business segment for Damon Inc., serving scientific and engineering markets.)
- SAAS
- Software-as-a-Service, a software distribution model where a third-party provider hosts applications and makes them available to customers over the Internet. (Damon Motors is exploring SAAS as a potential revenue stream related to its technology and services.)
- OTCIQ Basic Market
- A trading venue for securities that are not listed on major exchanges like Nasdaq or NYSE, often characterized by lower liquidity and less stringent reporting requirements. (This is where Damon Inc.'s common shares are now trading following its delisting from Nasdaq.)
Year-Over-Year Comparison
Information comparing key metrics to the previous year is not available in the provided text. The filing details a significant business combination and a reverse stock split, indicating a period of substantial corporate restructuring and strategic shift, making direct year-over-year comparisons of financial performance challenging without prior period data.
Filing Stats: 4,436 words · 18 min read · ~15 pages · Grade level 17.5 · Accepted 2025-09-29 18:14:33
Key Financial Figures
- $127 billion — ay The global two wheel industry is a $127 billion industry, according to data from Fortun
- $11.2 b — of medium and heavy motorcycles totaled $11.2 billion, growing at a CAGR of 7.2% and co
- $2,400 — hased in Southeast Asia has risen above $2,400, with the fastest growing segment now p
- $3,000 — e fastest growing segment now priced at $3,000. This increase in price is driven mainl
Filing Documents
- ea0258327-10k_damoninc.htm (10-K) — 2194KB
- ea025832701ex4-1_damoninc.htm (EX-4.1) — 30KB
- ea025832701ex19-1_damoninc.htm (EX-19.1) — 47KB
- ea025832701ex23-1_damoninc.htm (EX-23.1) — 2KB
- ea025832701ex23-2_damoninc.htm (EX-23.2) — 3KB
- ea025832701ex31-1_damoninc.htm (EX-31.1) — 10KB
- ea025832701ex31-2_damoninc.htm (EX-31.2) — 10KB
- ea025832701ex32-1_damoninc.htm (EX-32.1) — 9KB
- image_001.jpg (GRAPHIC) — 28KB
- image_002.jpg (GRAPHIC) — 2KB
- image_003.jpg (GRAPHIC) — 9KB
- image_004.jpg (GRAPHIC) — 8KB
- image_005.jpg (GRAPHIC) — 11KB
- 0001213900-25-093259.txt ( ) — 9908KB
- dmn-20250630.xsd (EX-101.SCH) — 95KB
- dmn-20250630_cal.xml (EX-101.CAL) — 75KB
- dmn-20250630_def.xml (EX-101.DEF) — 423KB
- dmn-20250630_lab.xml (EX-101.LAB) — 807KB
- dmn-20250630_pre.xml (EX-101.PRE) — 463KB
- ea0258327-10k_damoninc_htm.xml (XML) — 938KB
BUSINESS
BUSINESS 1 ITEM 1A: RISK FACTORS 21 ITEM 1B: UNRESOLVED STAFF COMMENTS 64 ITEM 1C: CYBERSECURITY 64 ITEM 2:
PROPERTIES
PROPERTIES 65 ITEM 3: LEGAL PROCEEDINGS 65 ITEM 4: MINE SAFETY DISCLOSURES 65 PART II 66 ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 66 ITEM 6: [RESERVED] 66 ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 67 ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 75 ITEM 8: FINANCIAL 75 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 76 ITEM 9A: CONTROLS AND PROCEDURES 76 ITEM 9B: OTHER INFORMATION 77 ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 77 PART III 78 ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 78 ITEM 11: EXECUTIVE COMPENSATION 84 ITEM 12: SECURITY 101 ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 102 ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES 105 PART IV 106 ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES 106 ITEM 16: FORM 10-K SUMMARY 106 SIGNATURE 111 i EXPLANATORY NOTE About the Company On December 27, 2023 (the "record date"), we were spun off by our former parent company, XTI Aerospace Inc., formerly known as Inpixon (the "Parent"), by means of a transfer of all of our then outstanding common shares held by the Parent (the "spinoff shares") to the Grafiti Holding Inc. Liquidating Trust (the "trust"), to be held for the benefit of holders of the Parent's common stock, preferred stock and those outstanding warrants that were contractually entitled to participate in the distribution (collectively, the "participating Parent securityholders"). Following the effectiveness of our registration statement on Form 10-12B filed in connection with
Business
Business Our Motorcycle and Other Personal Mobility Products Development Business through Damon Motors The material business of the Company operates through Damon Motors. Damon Motors is a British Columbia based company aiming to commercialize a smart and technologically advanced motorcycle and other personal mobility products with zero emissions while maintaining performance and safety and incorporating connectivity and artificial intelligence, and to leverage its technologies through potential licensing, software-as-a-service ("SAAS") and related service offerings. Damon Inc., through its wholly-owned subsidiary, Damon Motors, is developing electric motorcycles and other personal mobility products and services that seek to empower the personal mobility industry through innovation, data intelligence and strategic partnerships. Damon Motors is developing technology and investing in the capabilities to lead an integrated personal mobility ecosystem from individual travels to last mile delivery. With decades of combined management and engineering experience across the team's careers, and a commitment to low carbon personal mobility solutions, Damon Motors is seeking to introduce existing enthusiasts to high-performance electric products while bringing new riders to the motorcycle community with first of its kind advances in zero emissions motorcycle performance, safety, connectivity and artificial intelligence ("AI"). Founded in 2017, Damon Motors started reimagining the future of motorcycling by means of advanced safety design, electric vehicle powertrain technology and user experience. In 2019, Damon Motors took its first alpha prototype motorcycles and safety systems into the field to test the concept. In 2021, Damon Motors expanded its operations and R&D expertise to accelerate the engineering and development of its HyperDrive platform drive unit and the HyperSport motorcycle. Through core technology advancements, Damon Motors electric motorcycles are in pr