Damon Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events
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Securities and Exchange Commission
Washington, D. C. 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 4, 2025, Damon Inc. (the “Company”) received notice from the staff of Nasdaq (the “Staff”) that the Staff has determined that as of April 3, 2025, the Company’s common shares had a closing bid price of $0.10 or less for ten consecutive trading days, triggering application of Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security. As a result, the Staff has determined to delist the Company’s common shares from the Nasdaq Global Market, unless the Company timely requests an appeal of the Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company must request a hearing no later than 4:00 p.m. Eastern Time on April 11, 2025.
The Company will appeal the Staff’s determination to the Panel. While the appeal process is pending, the suspension of trading of the Company’s common shares will be stayed and the common shares will continue to trade on the Nasdaq Global Market until the hearing process concludes and the Panel issues a written decision. The Company plans to submit to the Panel a plan to regain compliance with Nasdaq’s applicable continued listing standards, which plan will include a transfer application to the Nasdaq Capital Market and a reverse stock split to regain compliance with the applicable bid price requirement. As previously disclosed in the Company’s filings with the Securities and Exchange Commission, under British Columbia, Canada law and the Company’s Articles, the board of directors (the “Board”) may effect a consolidation (reverse split) of the Company’s outstanding common shares without shareholder approval. The Company has been informed by the Staff that Panel hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request.
Item 8.01 Other Events.
Release of Remaining Lock-Up Restriction Imposed Pursuant to Business Combination
As reported in the Company’s Current Report on Form 8-K filed on November 18, 2024, pursuant to the Business Combination Agreement, dated October 23, 2023, among the Company, XTI Aerospace, Inc. (formerly known as Inpixon) (“XTI”), Damon Motors Inc., and 14444842 B.C. Ltd., as amended (the “Business Combination Agreement”), in connection with the closing of the business combination on November 13, 2024, securityholders of XTI who received shares of the Company pursuant to the spinoff distribution by XTI and securityholders of Damon Motors Inc. who received shares of the Company pursuant to the Business Combination Agreement became subject to lock-up restrictions for a period of up to 180 days. For shareholders who were not directors or officers at the time of closing, the lock-up restrictions were subject to the following release schedule: 20% of the shares were released at the closing of the business combination, 40% were released 90 days thereafter, and the remaining 40% were to be released 180 days after the closing, unless released earlier by the Company or in full if the trading price of the combined company’s common shares reached certain specified thresholds. Shareholders who became directors or officers of the combined company upon the closing were subject to lock-up restrictions for the full 180-day period following the closing, unless released earlier by the Company.
On April 9, 2025, the Board resolved to release all remaining shares subject to the 180-day lock-up restriction, totaling 6,723,713 shares. Notwithstanding this release, the Company’s current directors and officers remain subject to lock-up restrictions for 60 days following the closing of the registered underwritten offering completed on March 21, 2025, pursuant to the Underwriting Agreement between the Company and Maxim Group LLC.
Total Outstanding Shares
As reported in the Company’s Current Report on Form 8-K filed on March 25, 2025, the Company completed a registered underwritten offering of units of its securities on March 21, 2025, which included the issuance of Series A warrants to acquire common shares to investors in the offering. Following the issuance of common shares pursuant to exercises under the alternate cashless exercise provision of the warrants in accordance with their terms, the Company had a total of 786,963,093 common shares issued and outstanding as of the close of market on April 8, 2025.
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations of these words or similar expressions (or the negative versions of such words or expressions), as they relate to the Company or its management team, are intended to identify forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including the Company’s ability to successfully appeal the Staff’s delisting determination, the Company’s ability to achieve compliance with the applicable continued listing standards of the Nasdaq Capital Market and the ability of the Company to obtain the Staff’s approval of a transfer application to The Nasdaq Capital Market. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement on Form S-1 filed on March 18, 2025, and other reports and registration statements of the Company filed, or to be filed, with the Securities and Exchange Commission, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. The Company undertakes no obligation to update or revise any forward-looking statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.
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: April 9, 2025 | DAMON, INC. | |
| By: | /s/ Bal Bhullar | |
| Bal Bhullar | ||
| Chief Financial Officer | ||