UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Item 8.01 — Other Events
Several senior executives of MDB Capital Holdings, LLC (the “Company”) have agreed in principle to surrender for cancellation an aggregate of 3,600,000 restricted stock units (the “RSUs”) previously issued in April 2022 under the 2022 Equity Award Plan (the “Plan”). The surrender is being made in exchange for a like number of shares to be subject to new awards of stock options to be issued in due course pursuant to the terms of the Plan and individual stock option agreements. The new awards will be issued in part as an aggregate of 1,600,000 time based stock options and 2,000,000 performance based stock options, and will be designated incentive options to the extent possible. The time based stock options will vest over a period of two years and the performance based stock options will vest based upon the value of the Class A Shares being above $20.00 per share for a period of time as measured by the public market stock price or the aggregate value of dividends and distributions to Class A stockholders in excess of $20.00 per share made during the term of the award, similar to the same vesting terms of the RSUs subject to cancellation. The board of directors has taken preliminary action to authorize the exchange of RSUs for the new awards and approve certain general terms for the new awards, but the final award terms are subject to further board approval.
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.
| Date: April 11, 2025 | MDB CAPITAL HOLDINGS, LLC | |
| By | /s/ Jeremy W. James | |
| Jeremy W. James | ||
| Chief Financial Officer | ||