UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 3.02 Unregistered Sales of Equity Securities.
On December 4, 2024, following the resignation of Damon Jay Giraud, the former President, Chief Executive Officer, and Executive Chairman of Damon Inc. (the “Company”), from all positions as a director and officer of the Company and its subsidiaries, and in accordance with the terms of the Founder Agreement between Mr. Giraud and the Company, all 1,391,181 multiple voting shares of the Company held by Mr. Giraud and his controlled entity were converted into common shares on a one-for-one basis. The converted common shares are issuable pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, under Section 3(a)(9) thereof, on the basis that the offer and issuance constituted an exchange with an existing shareholder of the Company’s securities, and no commission or remuneration was paid for soliciting the exchange.
After giving effect to the conversion, the Company has 20,767,610 common shares outstanding, with no multiple voting shares remaining outstanding.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of CEO and Chairman of Board
On December 4, 2024, Mr. Giraud resigned from all positions as a director and officer of the Company and its subsidiaries, effective as of December 4, 2024.
Appointment of Interim Chief Executive Officer and Chairman of Board
On December 4, 2024, the Company’s board of directors (the “Board”) appointed Dominique Kwong as interim Chief Executive Officer and a director of the Company. Additionally, the Board appointed Shashi Tripathi, an existing independent director, as Chairperson of the Board.
Mr. Kwong, age 49, served as the Chief Technology Officer and Chief Operating Officer of Damon Motors Inc. from June 2017 to January 2023. Between January 2023 and December 2024, Mr. Kwong served as a consultant in the role of as Head of Electronics for Alpinestars, a globally recognized motorcycle apparel manufacturer. In this capacity, he contributed to strategic initiatives, R&D, and operational improvements for their Tech-Air airbag systems and other electronic products. Mr. Kwong’s in-depth knowledge and experience with the Company’s business in electric motorcycle development and manufacturing and extensive executive leadership background led us to conclude that he should serve as a director.
There are no arrangements or understandings between Mr. Kwong and any other person pursuant to which Mr. Kwong was selected as the interim Chief Executive Officer and a director of the Company, and there is no family relationship between Mr. Kwong and any of the Company’s other directors or executive officers. There are also no related party transactions between Mr. Kwong and the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Kwong’s appointment as the interim Chief Executive Officer, he entered into an Interim Executive Employment Agreement with Damon Motors Inc. The agreement provides for a six-month term, which may be extended by mutual agreement. During his employment, Mr. Kwong will receive an annualized salary of CAD $265,000 and the Company’s standard senior executive benefits. The Company may terminate the agreement without notice for cause or, without cause, by providing four weeks’ written notice. Mr. Kwong may resign with four weeks’ written notice, during which the Company may waive the notice period and pay any outstanding wages, including no more than four weeks’ additional base salary. The agreement also includes customary confidentiality provisions and post-employment non-solicitation and non-competition covenants.
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Additionally, the Company anticipates entering into an indemnification agreement in its standard form with Mr. Kwong.
The foregoing descriptions of the Interim Executive Employment Agreement and the indemnification agreement are summaries and are qualified in their entirety by reference to the full text of each agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Interim Executive Employment Agreement, dated December 4, 2024, between Damon Motors Inc. and Dominique Kwong. | |
| 10.2 | Form of Indemnification Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 10, 2024 | By: | /s/ Bal Bhullar |
| Name: | Bal Bhullar | |
| Title: | Chief Financial Officer | |
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