Damon Inc. Files 8-K: Material Agreements, Acquisitions, Officer Changes
Ticker: DMNIF · Form: 8-K · Filed: Nov 28, 2025 · CIK: 2000640
Sentiment: neutral
Topics: material-agreement, acquisition, officer-changes
TL;DR
Damon Inc. (fka Grafiti) dropped an 8-K: material deals, acquisitions, and exec shakeups are afoot.
AI Summary
On November 28, 2025, Damon Inc. (formerly Grafiti Holding Inc.) filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and changes related to directors and officers, including compensatory arrangements. The filing also notes other events and the submission of financial statements and exhibits.
Why It Matters
This 8-K filing signals substantial corporate activity for Damon Inc., including strategic acquisitions and changes in leadership, which could impact its future business direction and financial performance.
Risk Assessment
Risk Level: medium — The filing indicates significant corporate actions like acquisitions and changes in officers, which inherently carry business and integration risks.
Key Players & Entities
- Damon Inc. (company) — Registrant
- Grafiti Holding Inc. (company) — Former company name
- November 28, 2025 (date) — Date of earliest event reported
FAQ
What was the specific nature of the material definitive agreement entered into by Damon Inc.?
The filing does not specify the details of the material definitive agreement, only that one was entered into.
What acquisition or disposition of assets was completed by Damon Inc.?
The filing indicates the completion of an acquisition or disposition of assets but does not provide specific details about the transaction.
What changes occurred regarding Damon Inc.'s directors or officers?
The filing notes the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements, but does not name individuals or provide specifics.
What is the primary business of Damon Inc.?
Damon Inc. is in the business of MOTORCYCLES, BICYCLES & PARTS, with SIC code 3751.
When did Damon Inc. change its name from Grafiti Holding Inc.?
The date of the name change from Grafiti Holding Inc. to Damon Inc. was November 9, 2023.
Filing Stats: 989 words · 4 min read · ~3 pages · Grade level 12.1 · Accepted 2025-11-28 13:41:58
Key Financial Figures
- $117,931 — The purchase price for the Shares was $117,931.03, which was satisfied in full through
- $171.4 million — termined to have a fair market value of $171.4 million as of November 21, 2025 by Fallingst Te
Filing Documents
- ea0267514-8k_damon.htm (8-K) — 31KB
- ea026751401ex10-1_damon.htm (EX-10.1) — 171KB
- ex10-1_001.jpg (GRAPHIC) — 9KB
- ex10-1_002.jpg (GRAPHIC) — 2KB
- ex10-1_003.jpg (GRAPHIC) — 13KB
- 0001213900-25-115969.txt ( ) — 422KB
- dmnif-20251128.xsd (EX-101.SCH) — 3KB
- dmnif-20251128_lab.xml (EX-101.LAB) — 33KB
- dmnif-20251128_pre.xml (EX-101.PRE) — 22KB
- ea0267514-8k_damon_htm.xml (XML) — 3KB
01 Entry into
Item 1.01 Entry into a Material Definitive Agreement. On November 28, 2025 (the "Completion Date"), Damon Inc. (the "Company") entered into a Share Purchase Agreement (the "Agreement") with Grafiti LLC, a Nevada limited liability company (the "Buyer"). Pursuant to the Agreement, the Company sold to the Buyer, and the Buyer purchased from the Company, all of the issued and outstanding shares (the "Shares") of Grafiti Limited, a private company limited by shares incorporated in England and Wales ("Grafiti UK"). The purchase price for the Shares was $117,931.03, which was satisfied in full through the set-off of amounts owed by Grafiti UK to the Buyer under that certain Distribution Agreement, effective January 1, 2024, between the Company and the Buyer. The sale transaction was completed on the Completion Date, and Grafiti UK ceased to be a subsidiary of the Company as of that date. The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission (the "SEC").
01 Completion
Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this Item 2.01.
02 Departure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 28, 2025, Ms. Melanie Figueroa resigned from her position as a director of the Company, effective as of that date. Ms. Figueroa's decision to resign did not result from any disagreement with the Company's operations, policies, or practices.
01 Other Events
Item 8.01 Other Events. On November 21, 2025, the Company announced that its intellectual property portfolio has been determined to have a fair market value of $171.4 million as of November 21, 2025 by Fallingst Technologies LLC. The comprehensive IP valuation, conducted by advisory firm Fallingst Technologies LLC, analyzed Damon's portfolio of patents, trade secrets, trademarks, and other related intellectual property assets. The Fallingst Technologies LLC valuation report is an independent third-party analysis commissioned by the Company. The valuation is based on customary IP appraisal methods, including cost-based, invest-based, market-based, and income-based analyses, and reflects assumptions regarding commercialization timelines, competitive landscape, and the Company's ability to execute on its business strategy. These assumptions are subject to risks and uncertainties, including those discussed in the "Risk Factors" section of the Company's annual report on Form 10-K filed with the SEC on September 30, 2025, as well as in the Company's subsequent periodic reports and other filings made under the Securities Exchange Act of 1934 and the Securities Act of 1933. 1
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information The pro forma financial statements reflecting the disposition of Grafiti UK pursuant to the Share Purchase Agreement, to the extent required by this item, will be filed by amendment to this Current Report on Form 8-K. (d) Exhibits. Exhibit No. Description 10.1 Share Purchase Agreement, dated November 28, 2025, between Damon Inc. and Grafiti LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: November 28, 2025 By: /s/ Bal Bhullar Name: Bal Bhullar Title: Chief Financial Officer 3