Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-285981
Registration
No. 333-285872
Registration
No. 333-282359
Registration
No. 333-284324
Prospectus
Supplement No. 8
(to
Prospectus dated March 20, 2025)
Prospectus
Supplement No. 18
(to
Prospectus dated November 12, 2024)
Prospectus
Supplement No. 11
(to
Prospectus dated February 6, 2025)
Damon
INC.
Offering
of 126,900,000 Units, Each Unit Consisting of One Common Share and One Series A Warrant, and
126,900,000 Common Shares* Underlying Series
A Warrants and 6,345,000 Common Shares* Underlying
Underwriter’s Warrants
Resale
of Up to 1,015,383 Common Shares by the Selling Securityholders
Resale of Up to 18,514,579 Common Shares by the Selling Securityholders
This
prospectus supplement is being filed to update and supplement information contained in (i) the prospectus dated March 20, 2025 related
to the offering of 126,900,000 units, each unit consisting of one common share, no par value (“common shares”) and one Series
A Warrant (“Series A Warrant”), of Damon Inc., a British Columbia corporation (“Damon”), and 126,900,000 common
shares (*or a greater amount pursuant to an alternate cashless exercise option in accordance with the terms of the warrants) underlying
the Series A Warrants and 6,345,000 common shares (*or a greater amount pursuant to an alternate cashless exercise option in accordance
with the terms of the warrants) underlying the Underwriter’s Warrants, (ii) the prospectus dated November 12, 2024 related to the
resale of up to 1,015,383 common shares of Damon, and (iii) the prospectus dated February 6, 2025 related to the to the resale of up
to 18,514,579 common shares of Damon (together, the “Prospectuses”), with the information contained in our Current Report
on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2025 (the “Current Report”).
Accordingly, we have attached the Current Report to this prospectus supplement.
This
prospectus supplement updates and supplements the information in the Prospectuses and is not complete without, and may not be delivered
or utilized except in combination with, the Prospectuses, including any amendments or supplements thereto. This prospectus supplement
should be read in conjunction with the Prospectuses and if there is any inconsistency between the information in the Prospectuses and
this prospectus supplement, you should rely on the information in this prospectus supplement.
Our
common shares are traded on the OTC Pink Current Market under the symbol “DMNIF”. On June 18, 2025, the closing price of
our common shares was $ 0.0009 per share.
Investing
in our securities involves risks. See the sections titled “Risk Factors” of the Prospectuses and in any applicable prospectus
supplement.
Neither
the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, or passed upon the
accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is June 18, 2025.
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 17, 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 Pink 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 4.01 Changes in Registrant’s Certifying Accountant.
On November 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.
The audit report of Marcum on the Company’s
consolidated financial statements as of and for the fiscal year ended June 30, 2024 did not contain an adverse opinion or a disclaimer
of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except for the inclusion of an
explanatory paragraph as to the Company’s ability to continue as a going concern. The audit of the Company’s consolidated
financial statements as of June 30, 2023 and for the fiscal year then ended was performed by another independent registered accounting
firm.
During the period of Marcum’s 2024 engagement,
and the subsequent interim period through June 17, 2025, the date of Marcum’s resignation, there were (a) no “disagreements”
(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 over financial reporting relating to ineffective controls over period end financial disclosure and reporting processes,
including ineffective monitoring activities to assess the operation of internal 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 U.S. GAAP.
During the period of Marcum’s 2024 engagement,
and the subsequent interim period through June 17, 2025, neither the Company nor anyone on the Company’s behalf consulted with CBIZ
CPAs regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or regarding
the type of audit opinion that might be rendered by CBIZ CPAs on the Company’s financial statements, or (ii) any matter that was
either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S- K and the related instructions)
or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Marcum with a copy of this
Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that
Marcum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees
with the above statements and, if it does not agree, the respects in which it does not agree. 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.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit No. |
|
Description |
16.1 |
|
Letter from Marcum. |
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. |
|
|
|
|
By: |
/s/ Bal Bhullar |
|
|
Bal Bhullar |
|
|
Chief Financial Officer |
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