Tron Inc.
Items (3)
Item 3.02 Unregistered Sale of Equity Securities. As previously disclosed, on June 16, 2025, Tron Inc. (the “ Company Common Stock PIPE Warrants Holder Bravemorning The Holder is an entity controlled by Mr. Weike Sun, a member of the Company’s Board of Directors (the “ Board As previously disclosed, on August 25, 2025, the Board (other than Mr. Weike Sun who recused himself from this decision) authorized the Company to enter into an amendment to the PIPE Warrants (the “ Amendment TRX On August 27, 2025, Bravemorning exercised the PIPE Warrants in full and, on August 29, 2025, the Company issued 220,000,000 shares of Common Stock to Bravemorning. The Holder paid $110,000,000 to the Company in the form of 312,500,100 TRX as consideration for the issuance of these Common Stock shares. The shares of Common Stock were issued to the Holder on August 29, 2025 in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.01 Changes in Control of Registrant. Reference is made to the disclosure regarding the exercise of the PIPE Warrants set forth under Item 3.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. Following the issuance of the 220,000,000 shares of Common Stock, Mr. Weike Sun, via his control of Bravemorning, owns approximately eighty-six and six-tenths percent (86.6%) of the Company’s outstanding shares of Common Stock, resulting in a change of control of the Company. The Company was not previously controlled by any shareholder. The TRX paid by the Holder was owned by the Holder.
Item 9.01 Financial Statements and Exhibits Exhibit Description No. ────────────────────────────────────────────────────────────────────────── 3.1 Certificate of Amendment to the Articles of Incorporation 104 Cover Page Interactive 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. TRON INC. Date: September 2, 2025 By: /s/ Name: Richard Miller Title: Chief Executive Officer