DMN Damon Inc

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-282359

 

Prospectus Supplement No. 3

(to Prospectus dated November 12, 2024)

 

1,015,383 COMMON SHARES OF Damon INC.

Offered by the Selling Securityholders

 

This prospectus supplement is being filed to update and supplement information contained in the prospectus dated November 12, 2024 (the “Prospectus”) related to the resale of up to 1,015,383 common shares, no par value (“common shares”), of Damon Inc., a British Columbia corporation previously known as Grafiti Holding Inc. (“Damon”), by our shareholders identified in this prospectus, or their permitted transferees (the “Registered Shareholders”), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

 

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

Our common shares are traded on the Nasdaq Global Market under the symbol “DMN”. On December 14, 2024, the closing price of our common shares was $0.86 per share.

 

Investing in our securities involves risks. See “Risk Factors” beginning on page 6 of the Prospectus 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 December 16, 2024.

 

 

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): December 10, 2024

 

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)		(I.R.S. Employer Identification No.)

 

704 Alexander Street Vancouver. BC		V6A 1E3
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (408) 702-2167

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

☐	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

 

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 1.01. Entry into a Material Definitive Agreement.

 

Following approval by the board of directors (the “Board”) of Damon Inc. (the “Company”) of a form of indemnification agreement for the Company’s directors and executive officers (the “Indemnification Agreement”), the Company entered into an Indemnification Agreement as of December 16, 2024, with its Chief Financial Officer and director, Bal Bhullar. The Company also expects to enter into this agreement with each of its other current directors and certain executive officers, including the interim Chief Executive Officer, and intends to use this form of agreement for future directors and officers (each, an “Indemnitee”). Pursuant to the terms of the Indemnification Agreement, the Company is required to indemnify each Indemnitee, subject to certain limitations, for liabilities incurred in connection with their roles as officers or directors of the Company.

 

The foregoing summary of the Indemnification Agreement’s provisions is not exhaustive and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a form of which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 10, 2024, and incorporated herein by reference.

 

Item 8.01 Other Events.

 

Non-executive Director Compensation

 

On December 10, 2024, the Board and the compensation committee of the Company approved the payment of the following compensation to its non-executive directors:

 

	●	US$60,000 annual base retainer per director;

	●	US$25,000 additional annual retainer payable to the director serving as lead director;

	●	US$20,000 additional annual retainer payable to each director serving as chair of a committee of the Board;

	●	a one-time director onboarding fee of US$23,333 to Karan Sodhi, and

●

a one-time director onboarding fee of US$30,625 to Shashi Triphathi.

 

 

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 16, 2024	By:	/s/ Bal Bhullar
	Name:	Bal Bhullar
	Title:	Chief Financial Officer

 

 

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