SEC Form 10-Q filed by Dominari Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
For the quarterly period ended
or
For the transition period from ____________ to ____________
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(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices and Zip Code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 12, 2025 there were 14,704,045 shares
of the Company’s common stock issued and
DOMINARI HOLDINGS INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DOMINARI HOLDINGS INC.
Condensed Consolidated Balance Sheets
($ in thousands except share and per share amounts)
(Unaudited)
| March 31, 2025 | December 31, 2024 | |||||||
| ASSETS | (Unaudited) | |||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Marketable securities | ||||||||
| Receivable from clearing brokers | ||||||||
| Prepaid expenses and other assets | ||||||||
| Due from related party | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Notes receivable, at fair value - non-current portion | ||||||||
| Long term equity investments | ||||||||
| Loans to employees | ||||||||
| Right-of-use assets | ||||||||
| Security deposit | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued commissions | ||||||||
| Lease liability - current | ||||||||
| Contract liabilities - current | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Lease liability, less current portion | ||||||||
| Contract liabilities, less current portion | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $ | ||||||||
| Convertible Preferred Series D: | ||||||||
| Convertible Preferred Series D-1: | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, as of cost, | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
1
DOMINARI HOLDINGS INC.
Condensed Consolidated Statements of Operations
($ in thousands except share and per share amounts)
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Operating costs and expenses | ||||||||
| General and administrative | $ | $ | ||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Interest income | ||||||||
| Gain (loss) on marketable securities, net | ( | ) | ||||||
| Realized and unrealized loss on note receivable, net | ( | ) | ||||||
| Change in carrying value of investments | ( | ) | ||||||
| Total other expenses | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share, basic and diluted | ||||||||
| Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding, basic and diluted | ||||||||
| Basic and Diluted | ||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
2
DOMINARI HOLDINGS INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
($ in thousands except share and per share amounts)
(Unaudited)
For the Three Months Ended March 31, 2025 and 2024
| Additional | Total | |||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Treasury Stock | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||||||||||||||
| Advisory shares issued | ||||||||||||||||||||||||||||||||||||
| Dividends issued | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Additional | Total | |||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Treasury Stock | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
3
DOMINARI HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
| Three
Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Amortization of right-of-use assets | ||||||||
| Depreciation | ||||||||
| Change in carrying value of long-term investment | ( | ) | ||||||
| Non-cash warrant revenue | ( | ) | ||||||
| Stock-based compensation | ||||||||
| Realized loss on marketable securities | ||||||||
| Unrealized (gain) on marketable securities | ( | ) | ( | ) | ||||
| Realized and unrealized (gain) loss on note receivable | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ||||||||
| Due from related party | ( | ) | ||||||
| Receivable from clearing brokers | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accrued salaries and benefits | ( | ) | ||||||
| Accrued commissions | ||||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Contract liabilities | ||||||||
| Other current liabilities | ||||||||
| Notes receivable, at fair value – net interest accrued | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities | ||||||||
| Purchase of marketable securities | ( | ) | ( | ) | ||||
| Sale of marketable securities | ||||||||
| Collection of principal on note receivable | ||||||||
| Sale of long-term equity investments | ||||||||
| Loans to employees | ( | ) | ||||||
| Collection of loans to employees | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Cash paid for dividends | ( | ) | ||||||
| Cash received from issuance of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
DOMINARI HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Organization and Description of Business and Recent Developments
Organization and Description of Business
Dominari Holdings Inc. (the “Company”), formerly AIkido Pharma, Inc., was founded in 1967 as Spherix Incorporated. Since 2017, the Company operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. The Company is in the process of winding down its historical pipeline of biotechnology assets held by Aikido Labs, LLC. In an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari Financial”), with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services industries. Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari Securities”), an introducing broker-dealer, a member of the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities is also licensed to provide investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.
On September 9, 2022, Dominari Financial entered
into a membership interest purchase agreement, as amended and restated on March 27, 2023 (the “FPS Purchase Agreement”) with
Fieldpoint Private Bank & Trust (“Seller”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint
Private Securities, LLC, a Connecticut limited liability company (“FPS”), that is a broker-dealer, a member of FINRA and an
investment adviser registered with the SEC. Pursuant to the terms of the FPS Purchase Agreement, Dominari Financial purchased
from the Seller
On October 13, 2023, the Company entered into two separate Limited Liability Agreements with Dominari Manager LLC (“Manager”) and Dominari IM LLC (“Investment Manager”) which are both wholly owned subsidiaries and whose operations are included within the consolidated financial statements of Dominari Holdings Inc. Manager was named as the manager of Dominari Master SPV LLC (the “Master SPV”), a limited liability company formed by the Company in 2022, and is responsible for the day-to-day operations of the Master SPV. Investment Manager was named the investment manager of Master SPV and is responsible for providing investment advice and decisions on behalf of the Master SPV. Beginning in March 2024, the Manager established various series of funds (the “Series”) of the Master SPV for the purpose of making investments in companies identified by the Investment Manager with proceeds generated by the sale of non-voting interests in such Series by the Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.
On May 21, 2024, Dominari Financial and Heritage
Strategies LLC (“HS”) entered into a Limited Liability Company Operating Agreement (the “JV Agreement”) of Dominari
Financial Heritage Strategies LLC (“DFHS”). The JV Agreement governs the operation of DFHS, including the distributions to
the members of DFHS upon the offer, sale and renewal of various insurance products and services, including life insurance, private placement
insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services. Pursuant to the terms
of the JV Agreement, Dominari Financial and HS are the co-managing members (the “Co-Managing Members”), each with fifty percent
(
Note 2. Liquidity and Capital Resources
The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through managing current cash on hand from the Company’s past equity offerings.
As of March 31, 2025, the Company has approximately $
5
Note 3. Summary of Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the 2024 Annual Report.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), and in conformity with the rules and regulations of the SEC. In the opinion of management, these financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The condensed consolidated balance sheet as of March 31, 2025, condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024, condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2025 and 2024, and the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025 or for any future interim period. The condensed consolidated balance sheet as of December 31, 2024 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2024.
The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the membership interest or outstanding voting stock. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aikido Labs, Dominari Financial, and Dominari Securities. All significant intercompany balances and transactions have been eliminated in consolidation.
Joint Ventures
On May 21, 2024, the Company entered into a limited
liability company operating agreement to form Dominari Financial Heritage Strategies LLC (“DFHS”). The Company has a
Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include stock-based compensation, the valuation of investments, the valuation of notes receivable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.
6
Receivable from Clearing Brokers
Receivable from Dominari Securities’ clearing brokers consisted
of approximately $
Leases
The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the unaudited condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred (see Note 8 - Leases).
Revenue
The Company recognizes revenue under ASC 606 - Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.
The following provides detailed information on the recognition of the Company’s revenue from contracts with customers:
| ● | Underwriting services include underwriting and private placement agent services in both the public and private equity and debt capital markets, including private equity placements, initial public offerings, follow-on offerings, and underwriting and distributing public and private debt. Underwriting and placement agent revenue are recognized at a point in time on trade-date, as the client obtains the control and benefit of the underwriting offering at that point. The Company expenses any costs associated with underwriting transactions and they are recorded on a gross basis within the general and administrative line item in the consolidated statements of operations as the Company is acting as a principal in the arrangement. The Company applies the practical expedient under ASC 606, as any such costs would by amortized in one year or less. The Company also provides investment banking services. Investment banking services typically include fees earned for acting as a financial advisor for mergers and acquisitions or similar transactions. These services provided by the Company are not distinct from the potential transaction that may occur. Due to this, the Company believes the performance obligation for providing investment banking services is satisfied when the earliest occurs (i) termination of the engagement letter, (ii) expiration of engagement letter or (iii) successful transaction has occurred. |
Any non-cash consideration earned by the Company in providing the aforementioned services is recorded at fair value in accordance with ASC 820, on the date that revenue is recognized.
| ● | Commissions are earned by executing transactions for clients primarily in equity, equity-related, and debt products. Commission revenue associated with trade execution are recognized at a point in time on trade-date. Commissions revenue are generally paid on settlement date and the Company records receivables to account for timing between trade-date and payment on settlement date and are included in receivable from clearing brokers on the accompanying consolidated balance sheet. |
| ● | Account advisory and management fees are two revenue streams which are both recognized over time. Please see further description below: |
| o | The Company earns revenue for performing account advisory and investment advisory services for customers based on contractually fixed rates applied, as a percentage, to the market value of assets in a customer’s account. The performance obligation for investment advisory services is considered a series of distinct services that are substantially the same and are satisfied each day of the contract and are recognized as revenue over time. Investment advisory fees are payable in arrears on a quarterly basis. |
7
| o | Management fees represent asset-based fees received in exchange for providing management services to certain related party pooled investment vehicles (funds). These fees are charged based upon contractually fixed rates applied, as a percentage, to the total assets of those pooled investment vehicles managed by the Company at the date upon which an investor subscribes into the fund, subsequently deferred. The Company recognizes these revenues over time as the Company has determined that the customer simultaneously receives and consumes the benefits of the management services as they are provided. Revenues are typically recognized over a period of five years, which the Company has estimated to be a reasonable estimate of the period during which the Company shall provide management services. |
Contract liabilities relate to payments
received in advance of performance under the contract and are the result of remaining performance obligations for management services.
Contract liabilities are recognized as revenues when the Company provides ongoing investment management services. As of December 31, 2024,
the Company recognized $
| ● | Other revenue includes amounts recognized over time and at a point
in time. Amounts recognized over time are recognized ratably over the period that such services are provided which are distinct from the
services provided in other periods. Types of other revenue include trailing fees for mutual funds 12b- 1, variable annuity, fixed annuities,
and insurance products. These trailing fees are paid by product partners for ongoing services and/or advice provided to underlying investor
accounts. Trailing fees are recognized as income when earned, usually monthly or quarterly as net asset value is determined. Other revenues
recognized at a point in time include carried interest fees. Carried interest is typically charged to investment vehicles managed at a
rate of |
Long-term equity investments
The Company accounts for long-term equity investments under Accounting Standards Codification (“ASC”) 321 “Investments—Equity Securities” (“ASC 321”). In accordance with ASC 321, equity securities with readily determinable fair values are accounted for at fair value based on quoted market prices. Any equity securities with a readily determinable fair value are included within marketable securities on the accompanying consolidated balance sheet. Equity securities without readily determinable fair values are accounted for either at net asset value or using the measurement alternative. Under the measurement alternative, the equity investments are measured at cost, less any impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
Recently adopted accounting standards
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value of the equity security. ASU 2022-03 also clarifies that an entity cannot recognize and measure a contractual sale restriction as a separate unit of account. The amendments in ASU 2022-03 may be early adopted and are effective on a prospective basis for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted ASU 2022-03 on January 1, 2024. There was no material impact to the Company’s unaudited condensed consolidated financial statements from the implementation of ASU 2022-03.
In March 2023, the FASB issued ASU 2023-01, Leases, to require entities to classify and account for leases with related parties on the basis of legally enforceable terms and conditions of the arrangement. The amendments are effective in periods beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted ASU 2023-01 on January 1, 2024. There was no material impact to the Company’s unaudited condensed consolidated financial statements from the implementation of ASU 2023-01.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures regarding significant segment expenses and other segment items for public entities on both an annual and interim basis. Specifically, the update required that entities provide, during interim periods, all disclosures related to a reportable segment’s profit or loss and assets that were previously required only on an annual basis. Additionally, this guidance necessitates the disclosure of the title and position of the Chief Operating Decision Maker (“CODM”). The new guidance does not modify how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. The Company adopted this ASU during the year ended December 31, 2024.
8
Effect of new accounting pronouncements to be adopted in future periods
The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on these unaudited condensed consolidated financial statements.
Note 4. Marketable Securities
The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three months ended March 31, 2025 and 2024, which are recorded as a component of gains and (losses) on marketable securities on the unaudited condensed consolidated statements of operations, are as follows ($ in thousands):
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Realized gain (loss) | $ | ( | ) | $ | ( | ) | ||
| Unrealized gain (loss) | ||||||||
| Dividend income | ||||||||
| Total | $ | ( | ) | $ | ||||
Note 5. Long-Term Equity Investments
The Company holds interests in several privately held and publicly traded companies as long-term investments. The following table presents the
Company’s long-term investments as of March 31, 2025, and December 31, 2024 ($ in thousands):
| December 31, 2024 | March 31, 2025 | |||||||||||||||
| Carrying | Carrying | |||||||||||||||
| Cost Basis | Value | Cost Basis | Value | |||||||||||||
| Investment in Kerna Health | $ | $ | $ | $ | ||||||||||||
| Investment in Revere Master SPV Series 1 (Qxpress Pte Ltd)* | ||||||||||||||||
| Investment in MW LSV MasterClass, LLC (Yanka Industries, Inc. d.b.a. Masterclass)* | ||||||||||||||||
| Investment in Payward, Inc. and MWSI VC Kraken-II, LLC (Payward, Inc. d.b.a. Masterclass)** | ||||||||||||||||
| Investment in Aeon Partners Fund Series EG (Epic Games, Inc.)* | ||||||||||||||||
| Investment in Tesspay, Inc. and Revere Master SPV Series VI (TessPay, Inc.) ** | ||||||||||||||||
| Investment in Aeon Partners Fund Series DB (Databricks, Inc.)* | ||||||||||||||||
| Investment in Discord Inc. | ||||||||||||||||
| Investment in Thrasio, Inc. | ||||||||||||||||
| Investment in Automation Anywhere, Inc. | ||||||||||||||||
| Investment in Dominari Master SPV LLC Series VI (X.AI Corp. d.b.a. xAI)* | ||||||||||||||||
| Investment in Dominari Master SPV LLC Series XI (Cerebras Systems Inc.)* | ||||||||||||||||
| Investment in Dominari Master SPV LLC Series XII (Groq, Inc.)* | ||||||||||||||||
| Investment in AdvEn Inc. | ||||||||||||||||
| Investment in American Bitcoin Corp. | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| * |
| ** |
9
The Company recorded an increase in the carrying
values of approximately $
Investment in Aeon Partners Fund Series DB (Databricks, Inc.)
During the first quarter of 2025, the Company redeemed its interest
in Databricks, Inc. for net proceeds of approximately $
Investment in American Bitcoin Corp.
On February 18, 2025, the Company announced the creation of American
Data Centers Inc. (“ADC”), a strategic venture focused on acquiring, building out and transforming data center campuses across
the United States to meet the accelerated demand for advanced computing. On March 31, 2025, ADC completed a series of transactions providing
for the launch of American Bitcoin Corp., a strategic initiative focused on industrial-scale Bitcoin mining and strategic Bitcoin reserve
development and monetization (the “Transactions”). To effectuate the Transactions, ADC, Hut 8 Corp., a Delaware corporation,
and certain of its subsidiaries (“Hut 8”), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement,
pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly owned ASIC bitcoin miners in exchange for newly issued
stock representing
10
Note 6. Notes Receivable
The following table presents the Company’s notes receivable as of March 31, 2025 and December 31, 2024 ($ in thousands):
March 31, 2025
| Maturity Date | Stated Interest Rate | Principal Amount | Interest Receivable | Fair Value | ||||||||||||||
| Notes receivable, at fair value | ||||||||||||||||||
| Raefan Industries LLC | % | $ | $ | $ | ||||||||||||||
| American Innovative Robotics | % | $ | $ | $ | ||||||||||||||
| Notes receivable, at fair value - current portion | $ | |||||||||||||||||
| Notes receivable, at fair value - non-current portion | $ | |||||||||||||||||
December 31, 2024
| Maturity Date | Stated Interest Rate | Principal Amount | Interest Receivable | Fair Value | ||||||||||||||
| Notes receivable, at fair value | ||||||||||||||||||
| Convergent convertible note | % | $ | $ | $ | ||||||||||||||
| Raefan Industries LLC | % | $ | $ | $ | ||||||||||||||
| American Innovative Robotics | % | $ | $ | $ | ||||||||||||||
| Notes receivable, at fair value - current portion | $ | |||||||||||||||||
| Notes receivable, at fair value - non-current portion | $ | |||||||||||||||||
American Innovative Robotics, LLC
The Company recorded interest income of approximately
$
Raefan Industries LLC
During 2024, the Company deemed that the
note for Raefan Industries LLC was uncollectible, and as a result, the Company recorded a realized loss as a result of directly
writing off the note on Raefan Industries LLC, resulting in an ending value of $
Note 7. Fair Value of Financial Assets and Liabilities
Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.
11
The Company uses three levels of inputs that may be used to measure fair value:
| Level 1 - | quoted prices in active markets for identical assets or liabilities |
| Level 2 - | quoted prices for similar assets and liabilities in active markets or inputs that are observable |
| Level 3 - | inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) |
Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.
The following table presents the Company’s assets and liabilities that are measured at fair value as of March 31, 2025, and December 31, 2024 ($ in thousands):
| Fair value measured as of March 31, 2025 | ||||||||||||||||
| Significant | ||||||||||||||||
| Quoted | other | Significant | ||||||||||||||
| Total at | prices in | observable | unobservable | |||||||||||||
| March 31, | active markets | inputs | inputs | |||||||||||||
| 2025 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets | ||||||||||||||||
| Marketable securities: | ||||||||||||||||
| Equities | $ | $ | $ | $ | ||||||||||||
| Total marketable securities | $ | $ | $ | $ | ||||||||||||
| Notes receivable at fair value, current portion | $ | $ | $ | $ | ||||||||||||
| Notes receivable at fair value, non-current portion | $ | $ | $ | $ | ||||||||||||
| Fair value measured as of December 31, 2024 | ||||||||||||||||
| Significant | ||||||||||||||||
| Quoted | other | Significant | ||||||||||||||
| Total at | prices in | observable | unobservable | |||||||||||||
| December 31, | active markets | inputs | inputs | |||||||||||||
| 2024 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets | ||||||||||||||||
| Marketable securities: | ||||||||||||||||
| Equities | $ | $ | $ | $ | ||||||||||||
| Total marketable securities | $ | $ | $ | $ | ||||||||||||
| Notes receivable at fair value, current portion | $ | $ | $ | $ | ||||||||||||
| Notes receivable at fair value, non-current portion | $ | $ | $ | $ | ||||||||||||
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Level 3 Measurement
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis ($ in thousands):
| Notes receivable at fair value, non-current portion at December 31, 2024 | $ | |||
| Unrealized gain (loss) on notes receivable | ||||
| Change in interest receivable | ||||
| Collection of principal and interest outstanding | ( | ) | ||
| Notes receivable at fair value, non-current portion at March 31, 2025 | $ | |||
| Notes receivable at fair value, current portion at December 31, 2023 | $ | |||
| Collection of principal outstanding | ( | ) | ||
| Realized and unrealized gain and loss on note receivable, net | ( | ) | ||
| Change in interest receivable | ( | ) | ||
| Notes receivable at fair value, current portion at March 31, 2024 | $ | |||
| Notes receivable at fair value, non-current portion at December 31, 2023 | $ | |||
| Unrealized loss on notes receivable | ( | ) | ||
| Notes receivable at fair value, non-current portion at March 31, 2024 | $ |
Notes Receivable at fair value
As of March 31, 2025, the fair value of the notes receivable was measured taking into consideration cost basis, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors.
Note 8. Leases
On December 1, 2021, the Company entered
into a Lease Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, a New York limited liability
company. Under the Company’s Lease, the Company rents a portion of the twenty-second floor at 725 Fifth Avenue, New York, New
York (the “22nd Floor Premises”). The Company currently uses the 22nd Floor Premises to run its
day-to-day operations. The initial term of the Company’s Lease is seven (
On September 23, 2022, Dominari Financial
entered into a Lease Agreement (“Dominari Financial’s Lease”) with Trump Tower Commercial LLC, a New York limited
liability company. Under Dominari Financial’s Lease, Dominari Financial rents a portion of a floor at 725 Fifth Avenue, New
York, New York (the “Premises”). Dominari Financial currently uses the Premises to run its day-to-day operations. The
initial term of Dominari Financial’s Lease is seven (
The tables below represent the Company’s lease assets and liabilities as of March 31, 2025:
| March 31, | ||||
| 2025 | ||||
| Assets: | ||||
| Operating lease right-of-use-assets | $ | |||
| Liabilities: | ||||
| Current | ||||
| Operating | ||||
| Long-term | ||||
| Operating | ||||
| $ | ||||
13
The following tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC 842:
| March 31, | ||||
| 2025 | ||||
| Weighted-average remaining lease term – operating leases (in years) | ||||
| Weighted-average discount rate – operating leases | % | |||
During the three months ended March 31, 2025 and
2024, the Company recorded approximately $
| Three Months | ||||
| Ended | ||||
| March 31, | ||||
| 2025 | ||||
| Operating leases | ||||
| Operating lease cost | $ | |||
| Short-term lease rent expense | ||||
| Net rent expense | $ | |||
| Three Months | ||||
| Ended | ||||
| March 31, | ||||
| 2024 | ||||
| Operating leases | ||||
| Operating lease cost | $ | |||
| Short-term lease rent expense | ||||
| Net rent expense | $ | |||
As of March 31, 2025, future minimum payments during the next
| Operating | ||||
| Leases | ||||
| Remaining Period Ended December 31, 2025 | ||||
| Year Ended December 31, 2026 | ||||
| Year Ended December 31, 2027 | ||||
| Year Ended December 31, 2028 | ||||
| Year Ended December 31, 2029 | ||||
| Thereafter | ||||
| Total | ||||
| Less present value discount | ( | ) | ||
| Operating lease liabilities | $ | |||
14
Note 9. Net Loss per Share
Basic loss per share of common stock is computed
by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock or common stock equivalents
outstanding for the period. Diluted loss per common share is computed similar to basic loss per share except that it reflects the potential
dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock
as of the first day of the period.
| As of March 31, | ||||||||
| 2025 | 2024 | |||||||
| Convertible preferred stock | ||||||||
| Warrants to purchase common stock | ||||||||
| Restricted stock awards | ||||||||
| Options to purchase common stock | ||||||||
| Total | ||||||||
Note 10. Stockholders’ Equity and Convertible Preferred Stock
Common Stock
As of March 31, 2025, there are
On February 10, 2025, the Company entered
into securities purchase agreements with certain accredited investors for the sale by the Company of
On February 10, 2025, the Company entered into advisory agreements
with various individuals who were issued shares of common stock. The agreements are for a term of two years but are cancellable by either
party. As part of these agreements,
The following were assumptions used in the Company’s fair value analysis:
| Risk-free interest rate | % | |||
| Estimated maturity date | ||||
| Underlying stock price | ||||
| Expected volatility | % |
The securities in the concurrent private placement were offered under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and, along with the shares of common stock underlying such warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the unregistered shares, the warrants, and the shares of common stock underlying the warrants may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
Certain officers, directors, employees and members of the Company’s advisory board participated in the February 2025 Financings on the same terms as the other investors.
Series D Convertible Preferred Stock
In connection with the acquisition of North South’s patent portfolio
in September 2013, the Company issued
As of March 31, 2025 and December 31, 2024,
15
Series D-1 Convertible Preferred Stock
The Company’s Series D-1 Convertible Preferred Stock (“Series
D-1 Preferred Stock”) was established on November 22, 2013. Each share of Series D-1 Preferred Stock has a stated value of $
As of March 31, 2025 and December 31, 2024,
Dividends
On February 11, 2025, the board of directors approved
a special cash dividend of $
Treasury Stock
There are
Warrants
A summary of warrant activity for the three months ended March 31, 2025, is presented below:
| Warrants | Weighted Average Exercise Price | Total Intrinsic Value | Weighted Average Remaining Contractual Life (in years) | |||||||||||||
| Outstanding as of December 31, 2024 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Expired | ( | ) | $ | - | ||||||||||||
| Outstanding as of March 31, 2025 | $ | |||||||||||||||
Restricted Stock Awards and Stock Options
On October 7, 2022, the Company adopted the 2022
Equity Incentive Plan (“2022 Plan”). The 2022 Plan provided for the issuance of up to
On February 10, 2025, the Company issued
On February 10, 2025 the Company issued
On February 14, 2025 in connection with the closing of the PIPE, the
Committee determined that it is in the best interests of the Company and its stockholders to make a special equity grant to Messr. Anthony
Hayes. Pursuant to the Committee’s decision, he received
On March 11, 2025, the Company executed grant
agreements with each of Messrs. Anthony Hayes and Kyle Wool pursuant to their employment agreements with the Company, and in accordance
with the Company’s 2022 Equity Incentive Plan. Pursuant to the grant agreements, each received
See Restricted Stock roll-forward below.
16
A summary of restricted stock awards activity for the three months ended March 31, 2025, is presented below:
| Weighted | ||||||||
| Number of | Average | |||||||
| Restricted | Grant Day | |||||||
| Stock Awards | Fair Value | |||||||
| Nonvested at December 31, 2024 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited | $ | |||||||
| Nonvested at March 31, 2025 | $ | |||||||
Stock-based compensation associated with the amortization
of restricted stock awards expense was approximately $
As of March 31, 2025, there is approximately $
Stock Options
A summary of option activity under the Company’s stock option plan for the three months ended March 31, 2025, is presented below:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Remaining | |||||||||||||||
| Number of | Average | Total Intrinsic | Contractual | |||||||||||||
| Shares | Exercise Price | Value | Life (in years) | |||||||||||||
| Outstanding as of December 31, 2024 | $ | $ | ||||||||||||||
| Employee options expired | ( | ) | $ | |||||||||||||
| Employee options forfeited | ( | ) | $ | $ | ||||||||||||
| Outstanding as of March 31, 2025 | $ | $ | ||||||||||||||
| Options vested and exercisable | $ | $ | ||||||||||||||
Stock-based compensation associated with the amortization
of stock option expense was approximately $
Estimated future stock-based compensation expense relating to unvested
stock options is approximately $
Note 11. Revenue
The following table presents our total revenue disaggregated by revenue type for the three months ended March 31, 2025 and 2024 (in thousands):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Underwriting | $ | $ | ||||||
| Commissions | ||||||||
| Account advisory and management fees | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
17
Note 12. Commitments and Contingencies
Legal Proceedings
The Company may be subject to certain legal and other claims that arise in the ordinary course of its business. In particular, the Company and its subsidiaries may be named in and subject to various proceedings and claims arising primarily from the Company’s securities business activities, including lawsuits, arbitration claims, class actions, and regulatory matters. Some of these claims may seek substantial compensatory, punitive, or indeterminate damages. The Company and its subsidiaries may also be subject to other reviews, investigations, and proceedings by governmental and self-regulatory organizations regarding the Company’s business, which may result in adverse judgments, settlements, fines, penalties, injunctions, and other relief. Due to the inherent difficulty of predicting the outcome of litigation and other claims the Company cannot state with certainty what the eventual outcome of potential litigation or other claims will be. Notwithstanding this uncertainty, the Company does not believe that the results of these claims are likely to have a material effect on its financial position or results of operations.
In March 2024, the Company received a notice of petition of a filed action seeking relief related to the hiring in March 2024 of new registered representatives from the representatives’ former employer. This notice was filed against the Company’s subsidiary, Dominari Securities. The Company does not agree with the plaintiff’s claims. While the Company intends to defend itself vigorously from this claim, it is unable to predict the outcome of such legal proceeding. Any potential loss as a result of this legal proceeding cannot be reasonably estimated. As a result, the Company has not recorded a loss contingency for the aforementioned claim.
In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of the Company’s technology. Other than ordinary routine litigation incidental to the business, the Company is not aware of any material, active or pending legal proceedings brought against it.
Note 13. Regulatory
Dominari Securities, the Company’s broker-dealer
subsidiary, is registered with the SEC as an introducing broker-dealer and is a member of FINRA. The Company’s broker-dealer subsidiary
is subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires that the ratio
of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As such, the subsidiary is subject to the minimum
net capital requirements promulgated by the SEC and has elected to calculate minimum capital requirements using the basic method permitted
by Rule 15c3-1. As of March 31, 2025, Dominari Securities had net capital of approximately $
Note 14. Related Party Transaction
In 2021, the Company engaged the services of Revere
Securities, LLC (“Revere”) to assist in the management and building of the Company’s investment processes. Kyle Wool,
one of the Company’s board members, was previously a member of the board of directors of Revere until June 2023, and currently holds
approximately
The Company incurred fees on behalf of Series
which were intended for future expenses of each Series entity. As of March 31, 2025, such amount was approximately $
18
During the year December 31, 2024, the Company
entered into employee loans with various employees totaling $
Certain of the Company’s investments are made through related party special purpose vehicles. These are included within Note 5 of the consolidated financial statements and include the following investments: investment in Revere Master SPV Series 1 (Qxpress Pte Ltd), investment in Dominari Master SPV LLC Series VI (X.AI Corp. d.b.a. xAI), investment in Dominari Master SPV LLC Series XI (Cerebras Systems Inc.), and investment in Dominari Master SPV LLC Series XII (Groq, Inc.).
The Company earns revenues for managing certain
pooled investment vehicles which are related parties. These include the entirety of the management fee revenues ($
Additionally, on February 4, 2025 the Company
deposited $
Note 15. Segment Reporting
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is the Chief Executive Officer, in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information for the purposes of making operating decisions, allocating resources, and evaluating financial performance of the business of the reportable operating segments, based on discrete financial information. The measures of segment profitability that are most relied upon by the CODM are gross revenues and net loss.
The Company operates in
The CODM has access to and regularly reviews internal financial reporting for each business and uses that information to make operational decisions and allocate resources. Accounting policies applied by the reportable segments are the same as those used by the Company and described in the “Summary of Significant Accounting Policies.”
19
The measures of segment profitability that are most relied upon by the CODM are gross revenue and net loss, as presented within the table below and reconciled to the statement of operations. Additionally, the CODM views the expenses listed below to be significant in their analysis.
| Three Months Ended March 31, 2025 | ||||||||||||
| Legacy | ||||||||||||
| Dominari | AIkido | |||||||||||
| Financial | Pharma | Consolidated | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Operating Costs | ||||||||||||
| Compensation and benefits | ||||||||||||
| Professional and consulting fees | ||||||||||||
| Data processing | ||||||||||||
| Other expenses | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other (expenses) income | ||||||||||||
| Interest income | ||||||||||||
| Gain on marketable securities | ( | ) | ( | ) | ( | ) | ||||||
| Unrealized loss on note receivable | ||||||||||||
| Change in fair value of investments | ||||||||||||
| Total other (expenses) income | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total assets | ||||||||||||
| Three Months Ended March 31, 2024 | ||||||||||||
| Legacy | ||||||||||||
| Dominari | AIkido | |||||||||||
| Financial | Pharma | Consolidated | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Operating Costs | ||||||||||||
| Compensation and benefits | ||||||||||||
| Professional and consulting fees | ||||||||||||
| Data processing | ||||||||||||
| Other expenses | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other (expenses) income | ||||||||||||
| Interest income | ( | ) | ||||||||||
| Gain on marketable securities | ||||||||||||
| Unrealized loss on note receivable | ( | ) | ( | ) | ||||||||
| Change in fair value of investments | ( | ) | ( | ) | ||||||||
| Total other (expenses) income | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total assets | ||||||||||||
Note 16. Income Taxes
The Company recorded income tax expense for the three months ended March 31, 2025 and 2024 because the estimated annual effective tax rate was . In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.
As of March 31, 2025, and December 31, 2024, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-Q. All references to “we,” “us,” “our” and the “Company” refer to Dominari Holdings Inc., a Delaware corporation and its consolidated subsidiaries unless the context requires otherwise.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for the Company’s business. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements.
Overview
Dominari Holdings Inc. (“Dominari”) is a holding company that, through its various subsidiaries, is engaged in wealth management, investment banking, sales and trading, asset management and insurance. In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure. Dominari and its subsidiaries are collectively referred to herein as “Company,” “we,” “our” or “us.”
Dominari Financial Inc. (“Dominari Financial”), a wholly-owned subsidiary of Dominari Holdings Inc., executes the Company’s growth strategy in the financial services industry. In addition to organic growth, Dominari Financial seeks partnership opportunities and acquisitions of third-party financial assets such as registered investment advisors and businesses, broker dealers, asset management and fintech firms, and insurance brokers. Our first transaction in furtherance of our growth in the financial services industry, the acquisition of 100% of a dually-registered broker dealer and investment advisor from Fieldpoint Private Bank & Trust (“Fieldpoint”), was consummated on March 27, 2023. The newly acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities LLC (“Dominari Securities”) and is a wholly-owned subsidiary of Dominari Financial.
On October 13, 2023, the Company entered into two separate Limited Liability Company Agreements with Dominari Manager LLC (“Manager”) and Dominari IMLLC (“Investment Manager”) which are both wholly owned subsidiaries and whose operations are included within the consolidated condensed financial statements of Dominari. Manager was named as the manager of Dominari Master SPV LLC (the “Master SPV”), a limited liability company formed by the Company in 2022, and is responsible for the day-to-day operations of the Master SPV. Investment Manager was named the investment manager of Master SPV and is responsible for providing investment advice and decisions on behalf of the Master SPV. Beginning in March 2024, the Manager established various series of funds (the “Series”) of the Master SPV for the purpose of making investments in companies identified by the Investment Manager with proceeds generated by the sale of non-voting interests in such Series by the Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.
On May 21, 2024, Dominari Financial and Heritage Strategies LLC (“HS”) entered into a Limited Liability Company Operating Agreement (the “JV Agreement”) of Dominari Financial Heritage Strategies LLC (“DFHS”). The JV Agreement governs the operation of DFHS, including the distributions to the members of DFHS upon the offer, sale and renewal of various insurance products and services, including life insurance, private placement insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services. Pursuant to the terms of the JV Agreement, Dominari Financial and HS are the co-managing members (the “Co-Managing Members”), each with fifty percent (50%) ownership interests in DFHS. Revenues from the sale of the various insurance products and services after deducting general and administrative costs are distributed to the Co-Managing Members as set forth in the JV Agreement.
21
Critical Accounting Estimates
We prepare our condensed consolidated financial statements in accordance with GAAP. The preparation of these condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions.
There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates discussed in the Form 10-K.
Refer to Note 3 of the Annual Report for a discussion of our significant accounting policies.
Recently Issued Accounting Pronouncements
See Note 3 to the unaudited condensed consolidated financial statements for a discussion of recent accounting standards.
Results of Operations
Three months ended March 31, 2025, compared to the three months ended March 31, 2024
During the three months ended March 31, 2025 and 2024, we recognized approximately $8.1 million and $1.4 million in revenue from operations, respectively, primarily driven by the commissions and underwriting revenue earned by Dominari Securities and Dominari Manager LLC (“Manager”). During the three months ended March 31, 2025 and 2024, we incurred a loss from operations of approximately $32.0 million and $2.8 million, respectively. The increase in losses from operations was primarily driven by increases in general and administrative costs and expenses, specifically increases in stock based compensation expense of $7.7 million of restricted stock and $20.9 million of advisory agreement shares issued compared to $187k during the same quarter in the prior year.
During the three months ended March 31, 2025 and 2024, other expenses was approximately $0.5 million and $2.6 million, respectively.
The activity described above for the three months ended March 31, 2025 and 2024, is primarily a result of the Company’s continued increase in activities related to the financial services industry, overall volatility in investment valuations due to macroeconomic uncertainty impacting marketable securities and the change in carrying value of long-term equity investments. Specifically:
| i. | Marketable securities - we recognized a realized loss of approximately $1 million for the three months ended March 31, 2025. We also recognized an unrealized gain of approximately $210,000 and dividend income of $96,000 for the three months ended March 31, 2025. The decrease of approximately $1.6 million in realized gains over the three months ended March 31, 2024, was driven by both market volatility and an decrease in sale activity resulting in less realized gains. |
| ii. | Notes receivable - we recognized $0.2 million realized and unrealized gain over the three months ended March 31, 2025, versus $0.9 million loss during the three months ended March 31, 2024 on notes receivable. |
| iii. | Long-term equity investments - changes over the three months ended March 31, 2025 and 2024 are a function of observable market transactions which resulted in a increase of approximately $0.3 million on the adjusted carrying value of the investments for the three months ended March 31, 2025, which is an increase of approximately $2.8 million from the three months ended March 31, 2024. |
22
Liquidity and Capital Resources
We continue to incur ongoing administrative and other expenses, including public company expenses. While we continue to implement our business strategy, we intend to finance our activities through:
| ● | managing current cash and cash equivalents on hand from our past debt and equity offerings; |
| ● | seeking additional funds raised through the sale of additional securities in the future; and |
| ● | seeking additional liquidity through credit facilities or other debt arrangements. |
Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our longer-term business plan to support our transition into the financial services industry. Our working capital amounted to approximately $28.5 million as of March 31, 2025. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly traded company or from continuing operations.
Our ability to obtain capital to implement our growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets, and other factors, many of which are beyond our control. Specifically, as a result of recent volatility and weakness in the public markets, due to, among other factors, uncertainty in the global economy and financial markets, it may be much more difficult to raise additional capital, if and when it is needed, unless the public markets become less volatile and stronger at such time that we seek to raise additional capital. In addition, any additional debt service requirements we take on could be based on higher interest rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and the issuance of additional equity securities could result in significant dilution to stockholders.
Cash Flows from Operating Activities
For the three months ended March 31, 2025 and 2024, net cash provided by/(used in) operations was approximately $1.2 million and $(8.6) million, respectively. The cash provided by operating activities for the three months ended March 31, 2025, is primarily attributable to decreases in receivable from clearing brokers of $4.8 million, increase in accrued commissions of $1.2 million, increase in stock based comp of $28.6 million, changes in operating assets and liabilities of approximately $1.7 million, realized loss on marketable securities of approximately $1.4 million, offset by a net loss of approximately $32.4 million and increase in due from related party of $2.5 million. The cash used in operating activities for the three months ended March 31, 2024, is primarily attributable to a net loss of approximately $5.4 million, approximately $0.5 million of unrealized gain on marketable securities increase in clearing broker deposits of $6.4 million, partially offset by change in carrying value of long term investments of approximately $2.5 million, and changes in operating assets and liabilities of $1.3 million.
Cash Flows from Investing Activities
For the three months ended March 31, 2025 and 2024, net cash (used in) provided by investing activities was approximately $(5.4) million and $7.7 million, respectively. The cash used in investing activities for the three months ended March 31, 2025, primarily resulted from our purchases of marketable securities of approximately $9.6 million, partially offset by sale of marketable securities of $1.0 million collection of principal on notes receivable of $1.1 million, sale of long term investments $0.5 million and collection of principal from employee loans of $0.1 million. The cash provided by investing activities for the three months ended March 31, 2024, primarily resulted from our sale of marketable securities of approximately $8.8 million and collection of principal on notes receivable $0.2 million, partially offset by funds to employee loans $(1.3) million.
Cash Flows from Financing Activities
For the three months ended March 31, 2025, cash provided by financing activities was approximately $6.4 million, primarily driven by fund raising related to issuance of common stock of $13.5 million, partially offset by payment of dividends $(7.1) million. For the three months ended March 31, 2024, there are no cash flows from financing activities.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, as of March 31, 2025, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective due to the material weakness in our internal controls.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonably possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Material Weaknesses in Internal Controls
As of December 31, 2024, due to staffing and resource constraints, the Company required significant additional time to close the books and records. Management after year end, continued to perform its account reconciliations which required further adjustments to be recorded. As such, information technology, business processes and financial reporting controls were deemed to be ineffective due to (a) the lack of personnel to ensure the books and records are closed accurately and on a timely basis, (b) lack of proper review over the accounting for certain notes receivable accounted for at fair value, (c) the lack of appropriate segregation of duties, (d) certain general information technology control deficiencies regarding user access provisioning and administrative access review, and (e) insufficient documentation to support and evidence the design and implementation of controls.
Changes in Internal Control Over Financial Reporting
In response to the material weakness identified above, the Company has implemented changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as of the quarter ended March 31, 2025. The Company is actively increasing the quantity and quality of our internal accounting personnel and has engaged external valuation specialists and accounting advisors with financial reporting expertise, so as to provide the Company with resources sufficient to properly design and implement internal controls which will prevent and detect material misstatements to the financial statements in a timely manner.
As a result of these changes, the Company believes the material weakness described above will be remediated. However, due to the nature of the material weakness, it will not be considered remediated until the controls have been applied for a sufficient amount of time and management has performed testing of the controls to conclude that the controls are operating effectively.
Limitations on Effectiveness of Controls
Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
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Part II - Other Information
Item 1. Legal Proceedings
Many aspects of the Company’s business involve substantial risks of liability. In the ordinary course of business, the Company may be named as defendant or co-defendant in various legal actions, including arbitrations, class actions and other litigation, which could create substantial exposure and periodic expenses. The Company may also be involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business, which may result in expenses, adverse judgments, settlements, fines, penalties, injunctions or other relief. In the past in the ordinary course of business, the Company has actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of its technology.
In March 2024, the Company received a notice of petition of a filed action seeking relief related to the hiring in March 2024 of new registered representatives from the representatives’ former employer. This notice was filed against the Company’s subsidiary Dominari Securities. The Company does not agree with the claim of the plaintiff and will defend itself accordingly. While the Company intends to defend itself vigorously from this claim, it is unable to predict the outcome of such legal proceeding. Any potential loss as a result of this legal proceeding cannot be reasonably estimated. As a result, the Company has not recorded a loss contingency for the aforementioned claim.
Item 1A. Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. Our current risk factors are set forth in our Annual Report on Form 10-K, which was filed with the SEC on April 15, 2025. Any of our previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
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Item 6. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
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Signatures
Pursuant to the requirements of the Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DOMINARI HOLDINGS INC. | ||
| Date: May 12, 2025 | By: | /s/ Anthony Hayes |
| Anthony Hayes | ||
| Chief Executive Officer | ||
| (Principal Executive Officer, Principal Financial Officer) | ||
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