Amendment: SEC Form SC 13D/A filed by Dominari Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is filed to amend the Schedule 13D filed by the Reporting Person with the U.S. Securities and Exchange Commission on December 28, 2023 (the “Initial Schedule 13D”). This Amendment No. 1 supplements and amends the Initial Schedule 13D as specifically set forth herein. Except as amended and supplemented by this Amendment No. 1, the Initial Schedule 13D remains unchanged.

ITEM 1. SECURITY AND ISSUER.

This statement relates to the common stock, $0.0001 par value per share (the “Common Stock”) of Dominari Holdings Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 725 5^th Avenue, 22^nd Floor, New York 10022.

ITEM 2. IDENTITY AND BACKGROUND.

(a) This statement is being filed by Anthony Hayes (the “Reporting Person”). The Reporting Person is the Chief Executive Officer and the Chairman of the board of directors (the “Board”) of the Issuer.

(b) The address of the principal office of the Reporting Person is c/o Dominari Holdings Inc., 725 5^th Avenue, 22^nd Floor, New York 10022.

(c) The Reporting Person is a stockholder, Chairman of the Board and the Chief Executive Officer of the Issuer.

(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Initial Schedule 13D is hereby amended and supplemented with the following:

On June 11, 2024, the Reporting Person was granted 154,559 shares of Common Stock of the Issuer by the Compensation Committee of the Issuer’s board of directors.

On May 29, 2024, the Reporting Person acquired 1,158 shares of Common Stock of the Issuer at a purchase price of $2.25 per share with personal funds in open market purchases for his personal account. On May 30, 2024, the Reporting Person acquired 3,482 shares of Common Stock of the Issuer at a purchase price of $ 2.40 per share with personal funds in open market purchases for his personal account.

On April 4, 2024, the Reporting Person acquired 3,994 shares of Common Stock of the Issuer at a purchase price of $2.6215 per share with personal funds in open market purchases for his Rollover IRA. On April 5, 2024, the Reporting Person acquired 13,500 shares of Common Stock of the Issuer at a purchase price of $ 2.8758 per share with personal funds in open market purchases for his Rollover IRA.

The remaining shares of Common Stock of the Issuer held by the Reporting Person were acquired with the Reporting Person’s personal funds in open market purchases, or granted to the Reporting Person from the Issuer pursuant to the Issuer’s equity incentive plans and grants to directors.

Each acquisition of Common Stock by the Reporting Person is described in Reports of the Issuer on Forms 8-K, 10-Q or 10-K, as applicable, and the Reporting Person’s filings pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Initial Schedule 13D is hereby amended and supplemented with the following:

The Reporting Person acquired beneficial ownership of the Common Stock for investment purposes. The Reporting Person may acquire additional shares of Common Stock or other securities of the Issuer or sell or otherwise dispose of any or all of the Common Stock or other securities of the Company that the Reporting Person beneficially owns.

The Reporting Person serves as Chief Executive Officer and Chairman of the Board of the Issuer. In such capacities, the Reporting Person may engage in communications with the Board, members of management, other shareholders, financial and legal advisers and other parties regarding the Issuer, including but not limited to the Issuer’s operations, governance and control. In addition, in these capacities, the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b) As of the date hereof, the Reporting Person may be deemed to have beneficial ownership, sole voting power and sole dispositive power with regard to 493,953 shares of Common Stock, which represents approximately 7.83% of the shares of Common Stock outstanding. This amount includes 116,248 shares that are held indirectly by the Reporting Person’s Rollover IRA, and 377,705 shares that are owned directly by the Reporting Person.

The foregoing beneficial ownership percentage is Calculated based on 6,305,055 shares of Common Stock of the Issuer outstanding, which includes 5,995,065 shares of Common Stock outstanding as of May 7, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and the 154,995 shares of Common Stock issued to Mr. Wool and 154,995 shares of Common Stock issued to Mr. Anthony Hayes on June 11, 2024.

(c) The following transactions in the shares of Common Stock were conducted by the Reporting Person within the past sixty (60) days:

(d) None.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

In his capacity as Chief Executive Officer and Chairman of the Board of the Issuer, the Reporting Person may be entitled to receive cash compensation and equity compensation, including share options or other equity awards, pursuant to the Issuer’s 2022 Incentive Compensation Plan. Such compensation is based on the Issuer meeting or exceeding certain annual revenue amounts during specified calendar years.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

6