DMN Damon Inc

 

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 4, 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 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.

 

 

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).

 

 

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

 

 

 

 

Exhibit 10.1

 

INTERIM EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS AGREEMENT (the “Agreement”) is made effective as of “Effective Date”.

 

BETWEEN:

 

DAMON MOTORS (the “Company”)

 

AND;

 

DOMINIQUE KWONG (the “Executive”)

 

WHEREAS:

 

A.

The Company wishes to appoint the Executive to serve as its interim Chief Executive Officer for a fixed term and the Executive wishes to accept that fixed term employment;

 

B.

The Company and the Executive have agreed to set out in writing the terms and conditions of the Executive’s employment.

 

C

“Effective Date” shall be the date on which the Board of Directors convenes and formally adopts a resolution appointing the individual identified as “Executive” to the position of Interim Chief Executive Officer and the Company will immediately notify the Executive of such date.

 

NOW THEREFORE, in consideration of the premises and the mutual agreements set forth below the parties hereto agree as follows:

 

1. SERVICES, POSITION AND TERM

 

1.1 The Executive’s term of employment will commence on “Effective Date” and will continue until six (6) months after the “Effective Date” unless earlier terminated in accordance with this Agreement (the “Term”). The Term may be extended by written mutual agreement of the parties. Notwithstanding anything else in this Agreement, unless the parties have agreed in writing to extend the Term, then upon the expiration of the Term, the Executive’s employment with the Company will end without any further liability on the Company (other than the remuneration due to the Executive hereunder). For greater certainty, upon expiration of the Term, the Company will have no further liability to the Executive arising from the Executive’s employment in this interim position or the cessation thereof, except as required by the British Columbia Employment Standards Act, as amended (other than the remuneration due to the Executive hereunder).

 

1.2 The Executive will hold the position of Chief Executive Officer, and perform those services normally or usually associated with that position and such other or different duties as may from time to time be assigned to the Executive by the Company (collectively, the “Services”).

 

1.3 The Executive will report to the Company’s Board of Directors.

 

 

1.4 The Executive’s employment is subject to, and conditional upon successful completion of, a background check, including without limitation a criminal background check. The Executive agrees to execute and provide any consents required for the completion of any such background check. If you do not successfully pass the background check, as determined by the Company, or if you refuse to provide your consent to do a background check, the Company may terminate your employment immediately for cause.

 

2. PERFORMANCE BY THE EXECUTIVE

 

2.1 Services

 

In carrying out the Executive’s duties and responsibilities under this Agreement, the Executive will at all times act faithfully, honestly, competently, and in a manner consistent with the best interests of the Company.

 

The Executive will comply with all applicable laws, regulations, bylaws, ordinances and any other applicable legal requirements in carrying out the Executive’s duties and responsibilities under this Agreement.

 

The Executive acknowledges that the Executive is a fiduciary of the Company and agrees to be bound by the Executive’s common law fiduciary obligations during the Executive’s employment and following the termination of the Executive’s employment for any reason. The Executive’s fiduciary duties will be supplemental to any other obligations the Executive has under this Agreement.

 

2.2 Hours of Work and Overtime

 

The Executive’s hours of work will be the normal business hours of the Company together with any additional time necessary to discharge the Executive’s duties and responsibilities pursuant to this Agreement. The remuneration described in Article 3 below is compensation for all hours worked by the Executive. For greater clarity, no overtime will be provided with respect to any hours worked by the Executive outside of normal business hours.

 

2.3 Conflict of Interest

 

The Executive will not act in a manner where the Executive’s private interests conflict or could be perceived to conflict with the Executive’s obligations to the Company. The Executive acknowledges and agrees that the Executive is not party to any agreement that could negatively impact or interfere with the proper and full performance of the Services.

 

 

2.4 Policies

 

The Executive will abide by all policies of the Company in place from time to time and as amended. The Company reserves the right to develop and introduce any new policies or procedures that it considers appropriate for the conduct and administration of the employment relationship.

 

3. COMPENSATION AND BENEFITS

 

3.1 Salary

 

As of Effective Date, Executive will get paid on an annualized salary of CAD$265,000 (the “Base Salary”). The Base Salary will be less applicable statutory deductions and withholdings and payable in accordance with the Company’s usual payroll practices in force from time to time.

 

3.2 Benefits

 

Subject to the terms and conditions of the Company’s benefit plans, the Executive will be entitled to participate in the benefit plans generally available to the Company’s senior executive employees, as amended from time to time. The Company reserves the right to alter, amend, replace or discontinue the group benefit plans it may make available to its employees at any time, with or without notice. The benefit plans that are currently provided to the Company’s senior executive employees are outlined in the benefits summary booklet, which has been provided to the Executive and which the Executive acknowledges receiving.

 

3.3 Vacation

 

The Executive will be entitled to the vacation and statutory holiday entitlement provided for by the British Columbia Employment Standards Act. Any vacation will be subject to the terms and conditions of the vacation policies of the Company in effect from time to time. The Executive will schedule his vacation at such time or times as the Company and the Executive mutually agree.

 

3.4 Expenses

 

The Executive will be reimbursed for all reasonable business expenses actually and properly incurred by the Executive in connection with the proper discharge of the Executive’s duties under this Agreement, and in accordance with the rules and policies made and revised by the Company from time to time in its sole discretion. In order to claim reimbursement from the Company for any business expense incurred in connection with the proper discharge of the Executive’s duties under this Agreement, the Executive will be required to follow the process and provide such documentation as the Company may reasonably require.

 

3.5 Other

 

The Executive will not be entitled to any other payment, benefit, perquisite, allowance or entitlement other than as specifically set out in this Agreement or as otherwise expressly agreed to in writing with the Company.

 

 

4. TERMINATION

 

4.1 This Agreement, and the Executive’s employment, will terminate automatically upon the expiration of the Term. For greater certainty, upon expiration of the Term, the Company will have no further liability to the Executive arising from the Executive’s employment in this interim position or the cessation thereof, except as required by the British Columbia Employment Standards Act, as amended.

 

4.2 Prior to the expiration of the Term, the Company may terminate the employment of the Executive in accordance with one of the provisions below:

 

(a)

without any notice of termination for just cause; or

 

(b)

in the absence of just cause, by providing the Executive with four (4) weeks written notice.

 

4.3 The Executive may resign his employment at any time by providing the Employer with four (4) weeks written notice of resignation. The Company may waive all or any part of the notice given by the Executive and direct the Executive not to report for work for any part of the notice period. In these circumstances, the Executive would then be paid all outstanding wages (including accrued but unpaid vacation pay) owing up to and including the effective resignation date. In no event will the Company be required to pay the Executive more than four (4) weeks’ Base Salary (plus accrued but unused vacation pay) based on the Executive’s Base Salary at the time of resignation.

 

4.4 The Executive acknowledges and agrees that notice or pay in lieu of notice or combination of both provided to the Executive in accordance with this Section 4 are in complete satisfaction of all contractual, statutory, or common law notice requirements owed by the Company to the Executive at law or in equity, and the Executive’s receipt of such entitlements shall satisfy and forever discharge all liabilities, claims or actions that the Executive may or shall have against the Company arising from the Executive’s employment with the Company or termination of this Agreement and the employment of the Executive. For absolute clarity, in no event will the Executive receive less notice, pay in lieu of notice and termination pay than the Executive’s minimum entitlements under the British Columbia Employment Standards Act, as amended from time to time

 

4.5  Upon termination of employment for any reason, the Executive will cease to be, and shall be deemed to have immediately resigned as, an officer or director of the Company (and its affiliated companies, as applicable, including, but not limited to Damon, Inc.).

 

5. CONFIDENTIALITY, INTELLECTUAL PROPERTY AND POST-EMPLOYMENT RESTRICTIONS

 

The Executive agrees that he/she is bound by the terms and conditions of the Confidentiality, Intellectual Property and Post-Employment Restrictions Agreement which is attached to this Agreement as Schedule A and is deemed to be part of this Agreement.

 

 

6. RETURN OF COMPANY PROPERTY

 

Upon termination of this Agreement, the Executive will at once deliver or cause to be delivered, to the Company, in addition to those items set forth in Section 2.3 of Schedule A, all computers, effects, electronic devices, smartphones, keys, credit cards, access passes and/or any other property belonging to the Company that is in the Executive’s possession, charge, control or custody.

 

7. GENERAL

 

7.1 Enurement: This Agreement will enure to the benefit of and be enforceable by the Executive’s heirs, estate, successors or legal representatives but otherwise is not assignable by the Executive. This Agreement and the Executive’s employment are assignable by the Company.

 

7.2 Entire Agreement: Except as specifically noted herein, this Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior communications, representations, undertakings and agreements, whether verbal or written, between the Parties with respect to the subject matter hereof. Notwithstanding the foregoing, this Agreement does not displace, modify or cancel any provisions of the followings agreements between the Parties that continue beyond the termination of the respective agreements:

 

(a)

the Inventions and Confidentiality Agreement dated April 5, 2017; and

 

(b)

the Executive Employment Agreement dated March 7, 2022 and the Confidentiality, Intellectual Property and Post-Employment Schedule A to that agreement.

 

No amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. For absolute clarity, this Agreement supersedes and replaces all previous employment agreements in place between the Parties.

 

7.3 Sections and Headings: The division of this Agreement into articles, sections and subsections and the insertion of headings are for convenience of reference only and will not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to a section or subsection refers to the specified section or subsection of this Agreement.

 

7.4 Currency: Unless otherwise expressly provided, all monetary amounts are in Canadian funds.

 

7.5 Severability: If any provision of this Agreement is determined at any time by a court, arbitrator or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, such provision or part thereof shall be severable from this Agreement and the remainder of this Agreement will be construed as if such invalid, illegal or unenforceable provision or part thereof had been deleted herefrom.

 

 

7.6 Survival: Notwithstanding the termination of this Agreement for any reason, all sections of this Agreement which by its terms are to be performed following the termination hereof shall survive such termination and be continuing obligations.

 

7.7 Compliance with Legislation: Should any term of this Agreement fail to comply with a mandatory minimum standard or requirement imposed by applicable legislation, then the minimum standard or requirement shall apply in place of the offending term of this Agreement, and shall constitute the rights and obligations of the Parties in that respect.

 

7.8 Waiver: Waiver by the Company of any breach or violation of any section of this Agreement will not operate or be construed as a waiver of any subsequent breach or violation.

 

7.9  Modification: Any modification to the Agreement must be in writing and signed by both the Executive and the Company, failing which it shall have no effect and shall be void.

 

7.10 Governing Law: This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Any legal action or proceeding commenced by either party arising out of this Agreement will be brought in court of competent jurisdiction in the Province of British Columbia. Each party shall submit to and accept the exclusive jurisdiction of such court for the purpose of such suit, legal action or proceeding.

 

7.11 Notices: Any notice required or permitted to be given hereunder will be sent by certified/registered mail, by facsimile or via email, addressed to the addresses noted above.

 

7.12 Independent Legal Advice: The Executive acknowledges that he/she has read and fully understands this Agreement, and confirms that he/she has had the opportunity to obtain legal advice about this Agreement and prior to entering into this Agreement.

 

7.13 Confidential: The Executive agrees to keep the terms and conditions of this offer confidential and will not disclose or discuss any of such terms and conditions with anyone other than his/her own professional advisors.

 

7.14 Counterparts: This Agreement may be executed in counterparts, and such counterparts may be transmitted electronically, each of which will be deemed to be an original and all of which together will constitute one and the same instrument.

 

7.15 Independent Legal Advice: The Executive hereby acknowledges that the Executive has had the opportunity to obtain independent legal advice regarding this Agreement.

 

7.16 Insurance. The Company will, at its sole cost and expense, provide coverage under its directors’ and officers’ liability insurance (“D&O Insurance”) comparable to what the Company provides its directors and officers.

 

 

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first written above.

 

	DAMON MOTORS INC.
	Per:	/s/ Shashi Tripathi
		Authorized Signatory
		/s/ Dominique Kwong
		Dominique Kwong

  

 

SCHEDULE A

 

CONFIDENTIALITY, INTELLECTUAL PROPERTY AND POST-EMPLOYMENT RESTRICTIONS

 

1.

DEFINITIONS

 

In this Agreement, the following words and phrases shall have the following meanings unless the context otherwise requires:

 

1.1

“Business Opportunities” means potential business ventures of all kinds, including acquisitions, sales, business arrangements and other transactions and opportunities for new markets, products and services which have been disclosed to, investigated, studied or considered by the Company or by others on behalf of the Company;

 

1.2

“Competitive Business” means any person or entity that is involved or engaged in the business of highway capable light electric vehicles in Canada and the United States that are competitive to those created, developed, produced or distributed by the Company or contemplated by the Company during the term of the Executive’s employment with the Company.

 

1.3

“Confidential Information” means information known or used by the Company in connection with its business including but not limited to any formula, design, prototype, compilation of information, data, program, code, method, technique or process, information relating to any product, device, equipment or machine, Customer Information, Financial Information, Marketing Information, Intellectual Property, Business Opportunities, or Research and Development, but does not include any of the foregoing which was known to the Executive prior to his/her employment by the Company or which is or becomes a matter of Public Knowledge;

 

1.4

“Customer Information” means information pertaining to the Company’s customers, customer base and markets, including customer names and addresses and the names and addresses of consultants of customers with whom the Company is in contact in its business, customer requirements and the Company’s contracts with its customers, including details as to pricing and supply;

 

1.5

“Financial Information” means information pertaining to the Company’s costs, sales, income, profit, profitability, pricing, salaries and wages;

 

1.6

“Intellectual Property” means any and all inventions, copyrighted works, software in any expressed form, computer programs, screen layouts, industrial design, graphical user interfaces, systems, applications, source code, object code, algorithms, specifications, designs, developments, concepts, ideas, know-how, show how, trade secrets, works, creations, developments, trademarks, services marks, indicia, logos, domain names, business names, drawings, sketches, compilations of information, analyses, experiments, data, formula, methods, processes, techniques, moulds, jigs, dies, prototypes, products, samples, compounds, compositions of matter, apparatus, equipment, tools, machines, and any modifications or improvements to the foregoing, whether or not any of the foregoing is patentable or registrable under patent, copyright, trademark industrial design or similar laws anywhere in the world, the right to apply for and to obtain copyright, trademark or industrial design registrations, issued patents, design patents, and any other registrations or encompassing, protecting or otherwise covering any of the foregoing, and the benefit in and to any such applications therefor, including the right to priority, and any copyright, trademark or industrial design registrations, issued patents, design patents or other registrations or right issued therefrom;

 

 

1.7

“Marketing Information” means information including but not limited to the Company’s marketing programs, plans, strategies and proposed future products, services, advertising and promotions;

 

1.8

“Public Knowledge” means information that is generally known in the trade or business in which the Company is engaged, or is otherwise easily accessible through lawful, non-confidential sources; and

 

1.9

“Research and Development” means information pertaining to any research, development, investigation, study, analysis, experiment or test carried on or proposed to be carried on by the Company.

 

2.

ACKNOWLEDGEMENT REGARDING CONFIDENTIALITY

 

2.1

Acknowledgements of Executive: In the course of his/her employment with the Company, the Executive has and will be exposed to and will have an opportunity to learn or otherwise become aware of Confidential Information; the Confidential Information is a valuable asset which is the property of the Company exclusively, the unauthorized use or disclosure of which would cause very serious harm to the economic interests of the Company; and it is important in the interests of the Company that the Confidential Information remain the exclusive confidential property of the Company and that it not be used or disclosed except in accordance with the knowledge and consent of the Company and in the Company’s best interests.

 

2.2

Confidential Information to be Kept in Confidence: The Executive agrees that at all times during the period of the Executive’s employment and at all times following termination of the Executive’s employment for any reason whatsoever:

 

a)

the Executive will hold in confidence and keep confidential all Confidential Information;

 

b)

the Executive will not directly or indirectly use any Confidential Information except in the course of performing duties as an employee of the Company with the knowledge and consent of the Company in the Company’s interests; and

 

c)

the Executive will not directly or indirectly disclose any Confidential Information to any person or entity, except in the course of performing duties as an employee of the Company with the knowledge and consent of the Company in the Company’s interests.

 

 

Nothing in this Agreement will prevent the Executive, following termination of his/her employment with the Company, from making use of or disclosing:

 

a)

any Confidential Information which is or becomes a matter of Public Knowledge;

 

b)

any Confidential Information of which the Executive had specific knowledge prior to his/her employment with the Company, except to the extent that such Confidential Information has become the property of the Company under Section 3; or

 

c)

any Confidential Information of which the Executive obtains specific knowledge following the termination of his/her employment with the Company from a third party, unless the third party obtained such Confidential Information directly or indirectly from an individual in violation of any duty of confidence owed to the Company; provided that the Executive is able to prove the existence of the circumstances referred to in subparagraphs (a), (b) or (c).

 

2.3

Return of Materials Upon Termination: Upon termination of the Executive’s employment with the Company for any reason whatsoever, or at any other time upon the Company’s request, the Executive will promptly deliver to the Company all documents, manuals, lists, data, records, computer programs, codes, materials, prototypes, products, samples, analyses, reports, equipment, tools and devices relating or pertaining to the Company’s business or containing or pertaining to any Confidential Information, including any copies or reproductions of the same, which are in the possession, charge, control or custody of the Executive.

 

3.

INTELLECTUAL PROPERTY

 

3.1

Ownership of Intellectual Property: The Executive hereby acknowledges and agrees that the Company is the owner of all Intellectual Property made, developed, invented, authored, conceived of, reduced to practice, or otherwise created by the Executive, whether in whole or in part, alone or with others, whether at the Company’s place of business or otherwise, and during the course of, as a result of, or related to the duties or activities of the Executive’s employment with the Company (the “Developments”) since the Executive commenced employment with the Company. Any and all Developments will be and remain the exclusive property of the Company and the Executive will have no right, title or interest therein, including moral rights, and the Company will have the sole and exclusive right, title and interest, in and to the Developments, which right will continue notwithstanding the termination of the Executive’s employment for any reason whatsoever.

 

3.2

Assignment of Rights: The Executive hereby assigns and waives, and will assign and waive, to or on behalf of the Company, and the Company’s successors, assigns, or other legal representatives, any and all right, title and interest, including any moral rights, that the Executive may have in and to the Developments. The Executive further agrees to maintain at all times adequate and current records relating to the creation and development of the Developments, which records shall be and shall remain the property of the Company and the Executive will promptly disclose in writing all of the foregoing to the Company.

 

3.3

Intellectual Property Protection: The Company will have the sole and exclusive right to apply for, prosecute, obtain and maintain any patents, design patents, copyrights, industrial designs, domain name registrations, or trademark registrations and any other applications, registrations or grants of rights analogous thereto in any and all countries throughout the world in respect of any Developments and the Executive will, whether during or subsequent to the Executive’s employment, assist the Company, at the Company’s expense, with recording or securing the Company’s right, title and interest in and to the Developments, including agreeing to execute any applications, transfers, assignments, waivers, powers of attorney or other documents as the Company may consider necessary or desirable, or to take any action deemed necessary or desirable by the Company, for prosecuting, issuing, enforcing, obtaining, maintaining or vesting in or assigning any of the foregoing with or to the Company in any and all countries of the world.

 

 

4.

POST-EMPLOYMENT RESTRICTIONS

 

4.1

Non-Solicitation of Customers: Given the nature of the Executive’s role and the relationships he/she will develop with the Company’s customers, the Executive recognizes and agrees that it would be both unfair and unreasonable for the Executive to engage these customers, for competitive purposes, immediately upon the cessation of his/her employment with the Company. As a result, the Executive agrees that he/she will not, during the term of his/her employment and for a period of six (6) months thereafter, regardless of the basis upon which the Executive’s employment terminates, directly or indirectly, call upon, solicit or otherwise interfere with the Company’s relationship with any customer or prospective customer that he/she had direct contact with or made a sale to, on behalf of the Company (“Customer”), at any point during the twelve (12) months preceding the date on which this Agreement is terminated, unless such solicited business is wholly unrelated to the business then being carried on by the Company.

 

4.2

No-Interference with Customer Relationships: The Executive further agrees that he/she will not, during the term of his/her employment and for a period of six (6) months thereafter, regardless of the basis upon which the Executive’s employment terminates, directly or indirectly encourage, influence or try to influence any Customer of the Company to cease doing business with the Company. Additionally, the Executive will not intentionally act in any manner that is detrimental to the relations between the Company and its Customers, employees, suppliers, or other parties with whom the Company has contractual relations.

 

4.3

Non-Solicitation of Company Employees: The Executive further agrees that he/she will not, during the term of his/her employment and for a period of six (6) months thereafter, regardless of the basis upon which the Executive’s employment terminates, directly or indirectly influence or try to influence any employee of or consultant to the Company to resign his or her employment or engagement with the Company.

 

4.4

Non-Competition: The Executive agrees that for a period of six (6) months immediately following the termination of this Agreement and his/her employment with the Company, for any reason, whether voluntary or involuntary, the Executive will not, without the prior written consent of the Company, either individually or in partnership or jointly or in conjunction with any person as principal, agent, consultant employee, investor, shareholder (other than an investment of less than five per cent of the shares of a company traded on a registered stock exchange), adviser or in any other manner whatsoever, be employed by or be engaged in or be concerned with or interested in or advise or provide any consulting services to any Competitive Business.

 

The Executive acknowledges that:

 

a)

the business of the Company is carried on throughout Canada and the United States of America and that the Company is interested in and solicits or canvasses opportunities across Canada and the United States of America;

 

b)

the reputation of the Company in its industry and its relationships with customers are the result of hard work, diligence and perseverance on behalf of the Company over an extended period of time; and

 

c)

the nature of the business is such that the ongoing relationship between the Company and its customers is material and has a significant effect on the ability of the Company to continue to obtain business from its customers with respect to both long term and new projects.

 

4.5

The Executive acknowledges that the post-employment restrictions set out in this Section 4 are fair, reasonable and necessary to protect the legitimate interests of the Company. The Executive further acknowledges and agrees that irreparable harm will be suffered by the Company in the event of his/her breach or threatened breach of any of the restrictions set out in this Section 4, and that the Company will be entitled, in addition to any other rights and remedies that it may have at law or equity, to a temporary or permanent injunction from a court of competent jurisdiction restraining the Executive from engaging in or continuing any such breach.

 

5.

SURVIVAL AND ENFORCEABILITY

 

The Executive recognizes and acknowledges that this Schedule shall survive the cessation of his/her employment, for any reason whatsoever, and will be enforceable by the Company in a court of competent jurisdiction notwithstanding the existence of any claim or cause of action the Executive may assert against the Company, whether predicated upon this Agreement or otherwise.

 

 

11

 

Exhibit 10.2

 

Director Indemnity Agreement

 

THIS AGREEMENT made as of ▼, 2024.

 

BETWEEN:

 

DAMON INC., a company existing under the laws of British Columbia with an office at 704 Alexander Street, Vancouver BC V6A 1E3

 

(the “Company”)

 

AND:

 

[Name of Director], a businessperson with an address at ▼

 

(the “Indemnitee”)

 

WHEREAS at the request of the Company, the Indemnitee has agreed to act as a director of the Company and the Company has agreed to indemnify the Indemnitee against liability incurred by the Indemnitee as a result of acting as a director of the Company on the terms and conditions set out in this agreement (the “Agreement”).

 

NOW THEREFORE in consideration of these premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties hereto covenant and agree as set forth below.

 

1.

INDEMNITY

 

1.1

Scope of Indemnity

 

Subject to the provisions hereunder, the Company will, to the fullest extent possible under applicable law, indemnify and save harmless the Indemnitee from and against:

 

(a)

any and all judgments, penalties or fines awarded or imposed in, or an amount paid in settlement of, any legal proceeding or investigative action (whether current, threatened, pending or completed) to which the Indemnitee is or may be joined as a party or is or may be liable in connection with the Indemnitee’s execution of the duties of the office of director or officer of the Company (a “Proceeding”);

 

(b)

after the final disposition of a Proceeding, any and all costs, charges and expenses, including legal and other fees actually and reasonably incurred in respect of that Proceeding.

 

1.2

Limitation on Indemnification

 

Notwithstanding the provisions of Section 1.1 of this Agreement, the Company will not be obligated to indemnify or save harmless the Indemnitee if the following circumstances apply:

 

(a)

in relation to the subject matter of a Proceeding, the Indemnitee did not act honestly and in good faith with a view to the best interests of the Company;

 

(b)

in the case of a Proceeding other than an civil proceeding, the Indemnitee did not have reasonable grounds for believing that the Indemnitee’s conduct in respect of which the Proceeding was brought was lawful; or

 

(c)

the Proceeding is brought against the Indemnitee by or on behalf of the Company.

 

 

1.3

Advance Payment of Expenses

 

The Company may pay to the Indemnitee any expenses actually and reasonably incurred by the Indemnitee in advance of the final disposition of a Proceeding but will not do so unless the Indemnitee provides to the Company a written undertaking that, if the payment of expenses is ultimately prohibited by Section 1.2 of this Agreement, the Indemnitee will immediately repay to the Company the amounts that the Company advanced to the Indemnitee.

 

1.4

Taxable Benefits

 

The Company will gross up any indemnity payment made pursuant to this Agreement by the amount of any income tax payable by the Indemnitee in respect of that payment.

 

1.5

Enforcement Costs

 

The Company will indemnify the Indemnitee for the amount of all costs incurred by the Indemnitee in obtaining any court approval required to enable or require the Indemnitee to make a payment under or in enforcing this Agreement, including without limitation legal fees and disbursements on a full indemnity basis.

 

1.6

Re-Election

 

The obligations of the Company under this Agreement continue after and are not affected in any way by the re-election or re-appointment from time to time of the Indemnitee as a director of the Company.

 

1.7

Indemnitee’s Compensation

 

The obligations of the Company under this Agreement are not diminished or in any way affected by:

 

(a)

the Indemnitee holding from time to time any direct or indirect financial interest in the Company;

 

(b)

payment to the Indemnitee by the Company of director’s fees or any salary, wages, or any other form of compensation or remuneration; or

 

(c)

except as otherwise herein provided, any directors’ liability insurance for the benefit of the Indemnitee placed by the Indemnitee or the Company.

 

1.8

Insurance Limitation

 

Notwithstanding the provisions of Section 1.7 of this Agreement, the Company will have no obligation to indemnify or save harmless the Indemnitee in respect of any liability for which the Indemnitee is entitled to indemnity pursuant to any valid and collectible policy of insurance obtained and maintained by the Company or maintained by the Indemnitee, to the extent of the amounts actually collected by the Indemnitee under such insurance policy. Where partial indemnity is provided by such insurance policy, the obligation of the Company under Section 1.1 of this Agreement will continue in effect but be limited to that portion of the liability for which indemnity is not provided by such insurance policy.

 

 

2.

Defence

 

2.1

Interpretation

 

For the purposes of Section 2 of this Agreement:

 

(a)

“Action” means any action, inquiry, investigation, suit or other proceeding before a court or other tribunal in which a Claim is brought, made or advanced by or against the Indemnitee;

 

(b)

“Claim” means any charge, claim, cost, damage, expense, fine, liability, loss or penalty contemplated by Section 1.1 of this Agreement;

 

(c)

“Judgment” means an award of damages or other monetary compensation made in an Action or any amounts the Indemnitee is ordered to pay by any court or other tribunal or any government, governmental department, body, commission, board, bureau, agency or instrumentality having proper jurisdiction as a result of any Claim brought, made or advanced of or against the Indemnitee; and

 

(d)

“Settlement” means an agreement to compromise a Claim or an Action.

 

2.2

Notice of Claim

 

Upon the Indemnitee or the Company becoming aware of any pending or threatened Claim or Action, written notice will be given by or on behalf of one to the other as soon as is reasonably practicable.

 

2.3

Right to Conduct an Investigation

 

The Company will conduct such investigation of each Claim as is reasonably necessary in the circumstances and will pay all costs of such investigation.

 

2.4

Defence of Claim

 

Subject to Section 2.7 of this Agreement, the Company will defend, on behalf of the Indemnitee, any Action, even if the Claim upon which the Action is founded is frivolous, vexatious, groundless, false or fraudulent.

 

2.5

Appointment of Counsel

 

The Company will consult with and pay reasonable heed to the Indemnitee concerning the appointment of any defence counsel to be engaged by the Company in fulfilment of its obligation to defend an Action pursuant to Section 2.4 of this Agreement; thereafter the Company will appoint counsel.

 

2.6

Settlement Negotiations

 

With respect to a Claim for which the Company is obliged to indemnify the Indemnitee hereunder, the Company may conduct negotiations towards a Settlement and, with the written consent of the Indemnitee (which consent will not be unreasonably withheld), the Company may make such Settlement as it deems expedient provided, however, that the Indemnitee will not be required, as part of any proposed Settlement, to admit liability or agree to indemnify the Company in respect of, or make contribution to, any compensation or other payment for which provision is made by such Settlement.

 

2.7

Failure to Consent to Settlement

 

With respect to a Claim for which the Company is obliged to indemnify the Indemnitee hereunder, if the Indemnitee fails to consent to the terms of a proposed Settlement that is otherwise acceptable to the Company and the claimant, the Company may require the Indemnitee to negotiate or defend the Action independently of the Company and in such event any amount recovered by such claimant in excess of the amount for which Settlement could have been made by the Company will not be recoverable under this Agreement, it being further agreed by the parties that the Company will only be responsible for legal fees and costs up to the time at which such Settlement could have been made.

 

 

2.8

Settlement in Certain Circumstances

 

The Company, in consultation with the Indemnitee, will have the right to negotiate a Settlement in respect of any Judgment which is founded upon any of the acts specified in Section 1.2 of this Agreement. In the event that the Company, in consultation with the Indemnitee, negotiates such Settlement, the Indemnitee will pay any compensation or other payment for which provision is made under the Settlement and will not seek indemnity or contribution from the Company in respect of such compensation or payment. The Indemnitee will pay to the Company, within 30 days of the Company making demand therefore, all fees, costs and expenses (including legal fees and disbursements on a full indemnity basis) that result from the defence of the Claim or the Action in respect of which the Settlement was made in connection with any of the acts specified in Section 1.2 of this Agreement, including the cost of any investigation undertaken by the Company in connection therewith, to the date the Settlement was made.

 

2.9

Payment of Judgment

 

The Company will pay any Judgment that may be given against the Indemnitee unless any of the circumstances in Section 1.2 applies to the Action in respect of which the Judgment is given or unless and to the extent the Indemnitee is otherwise entitled to indemnity under the policy of insurance as contemplated by Section 1.8 of this Agreement and in either case, the Indemnitee will pay to the Company, within 30 days of the Company making demand therefore, all fees, costs and expenses (including legal fees and disbursements on a full indemnity basis) which result from the defence and appeal of the Action, including the costs of any investigation undertaken by the Company in connection with the Action.

 

3.

general

 

3.1

Resignation

 

Nothing herein contained will in any way affect the Indemnitee’s right to resign from the Indemnitee’s position as a director of the Company. The obligations of the Company hereunder will continue after and are not affected in any way by the Indemnitee ceasing to be a director of the Company, whether by resignation, removal, death, incapacity, disqualification under applicable law or otherwise.

 

3.2

Survival

 

The indemnity herein provided for will survive the termination of the Indemnitee’s position as a director of the Company and will continue in full force and effect thereafter.

 

3.3

Timing of Payments

 

Unless stated otherwise, all monies to be paid hereunder will be paid within 30 days of becoming payable.

 

3.4

Severability

 

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect. The parties hereto agree to negotiate in good faith to agree to a substitute provision that will be as close as possible to the intention of any invalid or unenforceable provision as may be valid or enforceable. The invalidity or unenforceability of any provision in any particular jurisdiction will not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.

 

 

3.5

Further Assurances

 

Each party hereto agrees to do all such things and take all such actions as may be necessary or desirable to give full force and effect to the matters contemplated by this Agreement.

 

3.6

Enurement and Assignment

 

This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. No party hereto may assign this Agreement without the prior written consent of the other party.

 

3.7

Time of the Essence

 

Time shall be of the essence of this Agreement.

 

3.8

Governing Law

 

This Agreement will be exclusively construed and governed by the laws in force in British Columbia, and, except as provided in Section 3.9, the courts of British Columbia (and Supreme Court of Canada, if necessary) will have exclusive jurisdiction to hear and determine all disputes arising hereunder. Subject to Section 3.9 of this Agreement, each of the parties hereto irrevocably attorns to the jurisdiction of said courts and consents to the commencement of proceedings in such courts. This Section will not be construed to affect the rights of a party to enforce a judgment or award outside said province, including the right to record and enforce a judgment or award in any other jurisdiction.

 

3.9

Arbitration

 

In the event of a dispute or claim hereunder that does not involve a party seeking a court injunction, that dispute will promptly be referred to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre in accordance with its Rules. The place of arbitration will be Vancouver, British Columbia.

 

3.10

Remedies Cumulative

 

The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled.

 

3.11

Counterparts and Delivery by Fax

 

This Agreement may be executed in any number of counterparts and delivered by fax, each of which when executed and delivered, will be deemed to be an original and all of which when taken together, will constitute one and the same Agreement. If a party delivers an executed copy of this Agreement by fax, that party will immediately dispatch by delivery in person to the other party an originally executed copy of this Agreement, provided that failure to deliver any original will not affect the validity or enforceability of this Agreement.

 

 

3.12

Waivers

 

No waiver of any provision of this Agreement is binding unless it is in writing and signed by all the parties to this Agreement except that any provision that does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

 

3.13

Amendments

 

Except as permitted for certain waivers in Section 3.12 of this Agreement, no amendment, supplement, restatement or termination of any provision of this Agreement is binding unless it is in writing and signed by each party to this Agreement at the time of the amendment, supplement, restatement or termination.

 

3.14

Entire Agreement

 

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral, express or implied, statutory or otherwise.

 

 

IN WITNESS WHEREOF the parties hereto have signed, sealed and delivered this agreement as of the date first written above.

 

DAMON INC.
Per:
	(Authorized Signatory)
[NAME OF DIRECTOR]

 

 

7

v3.24.3

Cover	Dec. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 04, 2024
Entity File Number	001-42190
Entity Registrant Name	DAMON INC.
Entity Central Index Key	0002000640
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	704 Alexander Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6A 1E3
City Area Code	408
Local Phone Number	702-2167
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	DMN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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