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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 ________
Commission File Number:
|
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| (Exact name of registrant as specified in its charter) |
|
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
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| (Address of principal executive offices and Zip Code) |
|
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| (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 was required to submit such files).
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 | ☐ |
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☒ | Smaller reporting company |
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| 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 August 8, 2025 there were 15,378,586 shares of the Company’s
common stock issued and
DOMINARI HOLDINGS INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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)
|
June 30,
2025 |
December 31,
2024 |
|||||||
| ASSETS | (Unaudited) | |||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ |
|
$ |
|
||||
| Marketable securities |
|
|
||||||
| Receivable from clearing brokers |
|
|
||||||
| Prepaid expenses and other assets |
|
|
||||||
| Total current assets |
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||||||
| Property and equipment, net |
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|
||||||
| Notes receivable, at fair value - non-current portion |
|
|||||||
| Long term equity investments |
|
|
||||||
| Loans to employees |
|
|
||||||
| Right-of-use assets |
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|
||||||
| Security deposit |
|
|
||||||
| Total assets | $ |
|
$ |
|
||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ |
|
$ |
|
||||
| Accrued commissions |
|
|
||||||
| Lease liability - current |
|
|
||||||
| Contract liabilities – current |
|
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||||||
| Other current liabilities |
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||||||
| Total current liabilities |
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||||||
| Lease liability, less current portion |
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||||||
| Contract liabilities, less current portion |
|
|
||||||
| Total liabilities |
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||||||
| 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 |
(
|
) |
(
|
) | ||||
| Non-controlling interests |
|
|||||||
| 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
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Operating costs and expenses | ||||||||||||||||
| General and administrative | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Total operating expenses |
|
|
|
|
||||||||||||
| Loss from operations |
(
|
) |
(
|
) |
(
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) |
(
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) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest income |
|
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|
||||||||||||
| Gain on marketable securities, net |
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||||||||||||
| Realized and unrealized gain (loss) on note receivable, net |
(
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) |
|
(
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) | |||||||||||
| Change in fair value of investments |
|
(
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) |
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(
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) | ||||||||||
| Total other income (expenses) |
|
(
|
) |
|
(
|
) | ||||||||||
| Net income (loss) | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||
| Less: Net profit attributable to non-controlling interests |
|
|
||||||||||||||
| Net income (loss) attributable to common stockholders of Dominari Holdings Inc. | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||
| Net income (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 June 30, 2025 and 2024
| Preferred Stock | Common Stock |
Additional
Paid-in |
Treasury Stock | Accumulated |
Dominari
Holding Stockholders’ |
Non
controlling |
Total
Stockholders’ |
|||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Equity | Interests | Equity | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 |
|
$ |
|
$ | $ |
|
|
$ |
(
|
) | $ |
(
|
) | $ |
|
$ | $ |
|
||||||||||||||||||||||||||
| Stock-based compensation | - | - |
|
- |
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|
||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | - |
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- |
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||||||||||||||||||||||||||||||||||||||
| Shares issued under Advisory Agreements | - | |||||||||||||||||||||||||||||||||||||||||||
| Dividends Issued | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - |
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|
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|||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 |
|
$ |
|
$ | $ |
|
|
$ |
(
|
) | $ |
(
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) | $ |
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$ |
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$ |
|
|||||||||||||||||||||||||
| Preferred Stock | Common Stock |
Additional
Paid-in |
Treasury Stock | Accumulated |
Dominari
Holding Stockholders’ |
Non
controlling |
Total
Stockholders’ |
|||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Equity | Interests | Equity | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 |
|
$ |
|
$ | $ |
|
|
$ |
(
|
) | $ |
(
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) | $ |
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$ | $ |
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||||||||||||||||||||||||||
| Stock-based compensation | - |
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- |
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||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - |
(
|
) |
(
|
) |
(
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) | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 |
|
$ |
|
$ | $ |
|
|
$ |
(
|
) | $ |
(
|
) | $ |
|
$ | $ |
|
||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
3
For the Six Months Ended June 30, 2025 and 2024
| Preferred Stock | Common Stock |
Additional
Paid-in |
Treasury Stock | Accumulated |
Dominari
Holding Stockholders’ |
Non
controlling |
Total
Stockholders’ |
|||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Equity | Interests | Equity | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 |
|
$ | - |
|
$ | - | $ |
|
|
$ |
(
|
) | $ |
(
|
) | $ |
|
$ | - | $ |
|
|||||||||||||||||||||||
| Stock-based compensation | - |
|
|
- |
|
|
||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock |
|
|
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|
||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock from warrants exercised |
|
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||||||||||||||||||||||||||||||||||||||||
| Shares issued under Advisory Agreements |
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
| Dividends issued |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||||||||||
| Net (loss)/income | - | - | - |
(
|
) |
(
|
) |
|
(
|
) | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 |
|
$ | - |
|
$ | - | $ |
|
|
$ |
(
|
) | $ |
(
|
) | $ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| Preferred Stock | Common Stock |
Additional
Paid-in |
Treasury Stock | Accumulated |
Dominari
Holding Stockholders’ |
Non
controlling |
Total
Stockholders’ |
|||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Amount | Deficit | Equity | Interests | Equity | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 |
|
$ | - |
|
$ | - | $ |
|
|
$ |
(
|
) | $ |
(
|
$ |
|
$ | - | $ |
|
||||||||||||||||||||||||
| Stock-based compensation | - |
|
|
- |
|
|
||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 |
|
$ | - |
|
$ | - | $ |
|
|
$ |
(
|
) | $ |
(
|
) | $ |
|
$ | - | $ |
|
|||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
DOMINARI HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
|
Six Months Ended
June 30, |
||||||||
| 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 (gain) on marketable securities |
|
(
|
) | |||||
| Unrealized (gain) loss on marketable securities |
(
|
) |
|
|||||
| Realized and unrealized (gain) loss on note receivable |
(
|
) |
|
|||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets |
(
|
) |
(
|
) | ||||
| 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 |
(
|
) | ||||||
| Purchase of short-term and long-term investments |
(
|
) | ||||||
| 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 |
|
|||||||
| Cash received from issuance of common stock for warrants exercised |
|
|||||||
| Net cash provided by financing activities |
|
|||||||
| Net increase 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.
5
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 Dominari Labs, LLC (formerly 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 (
6
On June 17, 2025, the Company entered
into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV
Investment Manager”). The Company holds a ninety 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 cash flows from operating and investing activities. 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 June 30, 2025, the Company has approximately $
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 June 30, 2025, condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024, condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and the condensed consolidated statements of cash flows for the six months ended June 30, 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 and six months ended June 30, 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, Dominari Labs LLC (formerly, Aikido Labs LLC), Dominari Financial, and Dominari Securities. All significant intercompany balances and transactions have been eliminated in consolidation.
7
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.
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 ).
8
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 revenues 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. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. 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. |
| 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. |
9
| o |
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 $
|
| o |
Carried interest fees are earned based on performance of the vehicle during the period, subject to the achievement of minimum return levels, or high water marks, in accordance with the respective terms set out in each vehicle’s governing agreements. Carried interest is a form of variable consideration in the Company’s contracts with investment management customers and is fully constrained at contract inception. Carried interest fees are not recognized as revenue until (a) it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, or (b) the uncertainty associated with the variable consideration is subsequently resolved. Incentive Fees are typically recognized as revenue when realized at the end of the measurement period. Once realized, such fees are not subject to clawback or reversal. During the six months ended June 30, 2025 the Company recognized carried interest of $
|
| ● | 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. As the value of the eligible assets in an advisory account is susceptible to changes due to customer activity, this revenue includes variable consideration and is constrained until the date that the fees are determinable. |
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 December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The standard requires all entities subject to income taxes to disclose disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirement is effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period, an entity disclose more information about the components of certain expense captions that is currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements
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.
10
Note 4. Marketable Securities
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
|||||||||||||||
| 2025 | 2024 | 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 companies
as long-term investments.
| December 31, 2024 | June 30, 2025 | |||||||||||||||
| Cost Basis |
Carrying
Value |
Cost Basis |
Carrying
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. Kraken)** |
|
|
|
|
||||||||||||
| 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 | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| * |
|
| ** |
|
11
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
On June 27, 2025, American Bitcoin
consummated a private placement (the “Private Placement”) pursuant to which it raised gross proceeds of approximately
$
On May 9, Gryphon Digital Mining, Inc. (NASDAQ:GRYP), a bitcoin mining company that offers carbon-neutral bitcoin mining and digital mining operations, entered into a definitive merger agreement with American Bitcoin Corp. to form a combined company that would operate under the brand American Bitcoin and be led by the board of directors of American Bitcoin. The transaction is expected to close as early as Q3 2025, and management anticipates the combined company to trade on NASDAQ under the ticker symbol “ABTC”.
12
Note 6. Notes Receivable
The following table presents the Company’s notes receivable as of June 30, 2025 and December 31, 2024 ($ in thousands):
June 30, 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 $
13
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.
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 June 30, 2025, and December 31, 2024 ($ in thousands):
| Fair value measured as of June 30, 2025 | ||||||||||||||||
| Quoted | Significant | |||||||||||||||
|
Total at
June 30, |
prices in
active markets |
other
observable inputs |
Significant
unobservable 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, 2025 | ||||||||||||||||
| Quoted | Significant | |||||||||||||||
| prices in | other | Significant | ||||||||||||||
|
Total at
December 31, |
active
markets |
observable
inputs |
unobservable
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 | $ |
|
$ | $ | $ |
|
||||||||||
14
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 June 30, 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 June 30, 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 June 30, 2024 | $ |
|
Notes Receivable at fair value
As of June 30, 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 “22
nd
Floor Premises”). The Company currently uses the 22
nd
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 June 30, 2025:
|
June 30,
2025 |
||||
| Assets: | ||||
| Operating lease right-of-use-assets | $ |
|
||
| Liabilities: | ||||
| Current | ||||
| Operating |
|
|||
| Long-term | ||||
| Operating |
|
|||
| $ |
|
|||
15
The following tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC 842:
|
June 30,
2025 |
||||
| Weighted-average remaining lease term - operating leases (in years) |
|
|||
| Weighted-average discount rate - operating leases |
|
% | ||
During the three and six months ended June 30, 2025 and 2024,
the Company recorded approximately $
| Three Months | Six Months | |||||||
| Ended | Ended | |||||||
| June 30, | June 30, | |||||||
| 2025 | 2025 | |||||||
| Operating leases | ||||||||
| Operating lease cost | $ |
|
$ |
|
||||
| Short-term lease rent expense |
|
|
||||||
| Net rent expense | $ |
|
$ |
|
||||
| Three Months | Six Months | |||||||
| Ended | Ended | |||||||
| June 30, | June 30, | |||||||
| 2024 | 2024 | |||||||
| Operating leases | ||||||||
| Operating lease cost | $ |
|
$ |
|
||||
| Short-term lease rent expense |
|
|
||||||
| Net rent expense | $ |
|
$ |
|
||||
Supplemental cash flow information related to leases were as follows:
| Six Months | ||||
| Ended | ||||
| June 30, | ||||
| 2025 | ||||
| Operating cash flows - operating leases | $ |
|
||
As of June 30, 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 | $ |
|
||
16
Note 9. Net Income (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.
Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share for the six months ended June 30, 2025, and 2024 are as follows:
| As of June 30, | ||||||||
| 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 June 30, 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 |
|
% | ||
17
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.
During the period April 1, 2025 to June
30, 2025 warrants were exercised by various individuals resulting in additional common stock issuance of
Series D Convertible Preferred Stock
In connection with the acquisition of
North South’s patent portfolio in September 2013, the Company issued
As of June 30, 2025 and December 31, 2024,
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 June 30, 2025 and December 31, 2024,
18
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 six months ended June 30, 2025, is presented below:
| Weighted |
Weighted
Average Remaining |
|||||||||||||||
|
Average
Exercise |
Total Intrinsic |
Contractual
Life |
||||||||||||||
| Warrants | Price | Value | (in years) | |||||||||||||
| Outstanding as of December 31, 2024 |
|
$ |
|
|
||||||||||||
| Granted |
|
|
||||||||||||||
| Expired |
(
|
) | $ |
|
- | |||||||||||
| Exercised |
(
|
) |
|
|||||||||||||
| Outstanding as of June 30, 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 12, 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
19
See Restricted Stock roll-forward below.
A summary of restricted stock awards activity for the six months ended June 30, 2025, is presented below:
| Weighted | ||||||||
| Number of | Average | |||||||
|
Restricted
Stock Awards |
Grant Day
Fair Value |
|||||||
| Nonvested at December 31, 2024 |
|
$ |
|
|||||
| Granted |
|
$ |
|
|||||
| Vested |
(
|
) | $ |
|
||||
| Forfeited | $ | |||||||
| Nonvested at June 30, 2025 |
|
$ |
|
|||||
Stock-based compensation associated with
the amortization of restricted stock awards expense was approximately $
As of June 30, 2025, there is approximately $
Stock Options
A summary of option activity under the Company’s stock option plan for the six months ended June 30, 2025, is presented below:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Total | Remaining | ||||||||||||||
| Number of | Average | Intrinsic | Contractual | |||||||||||||
| Shares | Exercise Price | Value | Life (in years) | |||||||||||||
| Outstanding as of December 31, 2024 |
|
$ |
|
$ |
|
|||||||||||
| Employee options granted |
|
$ |
|
|
||||||||||||
| Employee options expired |
(
|
) | $ |
|
||||||||||||
| Employee options forfeited |
(
|
) | $ |
|
$ |
|
- | |||||||||
| Outstanding as of June 30, 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 $
Non-controlling Interest
As previously discussed, the Company owns
20
Note 11. Revenue
The following table presents our total revenue disaggregated by revenue type for the three and six months ended June 30, 2025 and 2024 (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Underwriting | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Commissions |
|
|
|
|
||||||||||||
| Account advisory and management fees |
|
|
|
|
||||||||||||
| Carried interest fees |
|
|
||||||||||||||
| Other |
|
|
|
|
||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
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.
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 June 30, 2025, Dominari Securities had net capital of approximately $
21
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
held approximately
The Company collected fees on behalf of
Series which were intended for future expenses of each Series entity. As of June 30, 2025, such amount was approximately $
During the year ended 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 Revere Master SPV Series VI (TessPay, 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.), 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 ($
Note 15. Segment Reporting
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. ”
22
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 June 30, 2025 | ||||||||||||
|
Dominari
Financial |
Legacy
AIkido Pharma |
Consolidated | ||||||||||
| Revenue | $ |
|
$ | $ |
|
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| Operating Costs | ||||||||||||
| Compensation and benefits |
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| Other (income)/expenses |
(
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| Loss from operations |
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(
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) |
(
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| Gain on marketable securities |
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| Change in fair value of investments |
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| Total other (expenses) income |
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|||||||||
| Net gain | $ |
|
$ |
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$ |
|
||||||
| Noncontrolling interests |
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|
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| Net gain attributable to common stock holders of Dominari Holdings |
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| Total assets |
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| Six Months Ended June 30, 2025 | ||||||||||||
| Dominari |
Legacy
AIkido |
|||||||||||
| Financial | Pharma | Consolidated | ||||||||||
| Revenue | $ |
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$ | $ |
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| Operating Costs | ||||||||||||
| Compensation and benefits |
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| Other expenses |
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| Loss from operations |
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(
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) |
(
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) | |||||||
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| Gain on marketable securities |
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| Unrealized loss on note receivable |
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| Change in fair value of investments |
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| Total other (expenses) income |
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| Net loss | $ |
|
$ |
(
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) | $ |
(
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) | ||||
| Noncontrolling interests |
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| Net gain attributable to common stock holders of Dominari Holdings |
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(
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) |
(
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) | |||||||
| Total assets |
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23
| Three Months Ended June 30, 2024 | ||||||||||||
| Dominari Financial | Legacy AIkido Pharma | Consolidated | ||||||||||
| Revenue | $ |
|
$ |
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$ |
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| Operating Costs | ||||||||||||
| Compensation and benefits |
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| Professional and consulting fees |
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| Data processing |
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| Other expenses |
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| Loss from operations |
(
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) |
(
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) |
(
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) | ||||||
| Other (expenses) income | ||||||||||||
| Interest income |
|
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|||||||||
| Gain on marketable securities |
|
|
||||||||||
| Unrealized loss on note receivable |
(
|
) |
(
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) | ||||||||
| Change in fair value of investments |
(
|
) |
(
|
) | ||||||||
| Total other (expenses) income |
|
(
|
) |
(
|
) | |||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||
| Total assets |
|
|
|
|||||||||
| Six Months Ended June 30, 2024 | ||||||||||||
|
Dominari
Financial |
Legacy
AIkido Pharma |
Consolidated | ||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
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| Operating Costs | ||||||||||||
| Compensation and benefits |
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| Professional and consulting fees |
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| Data processing |
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| Other expenses |
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| Loss from operations |
(
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) |
(
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) |
(
|
) | ||||||
| Other (expenses) income | ||||||||||||
| Interest income |
|
|
|
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| Gain on marketable securities |
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|
||||||||||
| Unrealized loss on note receivable |
(
|
) |
(
|
) | ||||||||
| Change in fair value of investments |
(
|
) |
(
|
) | ||||||||
| Total other (expenses) income |
|
(
|
) |
(
|
) | |||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||
| Total assets |
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|
|||||||||
Note 16. Income Taxes
The Company recorded income tax expense for the six months ended June 30, 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 June 30, 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.
24
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.
25
On June 17, 2025, the Company entered into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV Investment Manager”) and was assigned ninety percent (90%) Membership Interest in each, which are both ninety percent (90%) majority owned subsidiaries of the Company and whose operations are included within the consolidated financial statements of Dominari Holdings Inc. AV Manager was named as the manager of American Ventures LLC (the “AV Master SPV”), a series limited liability company formed by AV Manager and owned by the investors of each fund series, and is responsible for the day-to-day operations of the AV Master SPV. AV Investment Manager was named the investment manager of the AV Master SPV and is responsible for providing investment advice and decisions on behalf of the AV Master SPV. AV Manager and AV Investment Manager are the managing members of AV Master SPV and may not be removed without their respective consent. The other members of AV Master SPV are the passive investing members of each series of funds (the “AV Series”) established under the AV Master SPV. The AV Manager established various AV Series of the AV Master SPV for the purpose of making investments in companies identified by the AV Investment Manager with proceeds generated by the sale of non-voting interests in such AV Series by the AV 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.
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 June 30, 2025, compared to the three months ended June 30, 2024
During the three months ended June 30, 2025 and 2024, we recognized approximately $34.1 million and $6.2 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 June 30, 2025 we incurred net income of approximately $16.6 million and during the three months ended June 30, 2024, we incurred a net loss of approximately $6.1 million. The change in net income from operations was primarily driven by increases in overall revenues and unrealized gain on long term investments offset by increases in general and administrative costs and expenses, specifically increases in stock based compensation expense of $26 million for stock options granted and $15 million increase in commissions expense.
During the three months ended June 30, 2025 and 2024, other income (expenses) was approximately $37.1 million and ($3.3) million, respectively.
The activity described above for the three months ended June 30, 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 an unrealized gain of approximately $5.0 million and realized gain of approximately $30,000 for the three months ended June 30, 2025. The increase of approximately $5.0 million in realized and unrealized gains over the three months ended June 30, 2024, was driven by both market volatility and a fair market value adjustment on warrants held by Dominari Securities. |
26
| ii. | Long-term equity investments - changes over the three months ended June 30, 2025 and 2024 are a function of observable market transactions which resulted in a increase of approximately $31.7 million on the adjusted carrying value of the investments for the three months ended June 30, 2025, which is an increase of approximately $35.0 million from the three months ended June 30, 2024 primarily driven by a markup of the investment in American Bitcoin Corp. |
Six months ended June 30, 2025, compared to the six months ended June 30, 2024
During the six months ended June 30, 2025 and 2024, we recognized approximately $42.2 million and $7.5 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 six months ended June 30, 2025 and 2024 we incurred net losses of approximately $15.9 million and $11.6 million, respectively. The change in net losses was primarily driven by one-time stock-based compensation paid to external advisors and management of the Company offset by overall revenues and unrealized gain on long term investments.
During the six months ended June 30, 2025 and 2024, other income (expenses) was approximately $36.6 million and ($6.0) million, respectively.
The activity described above for the six months ended June 30, 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 realized gains of approximately $1.4 million and unrealized loss of approximately $5.2 million and dividend income of $193,000 for the six months ended June 30, 2025. The increase of approximately $3.5 million in realized and unrealized gains over the six months ended June 30, 2024, was driven by both market volatility and a fair market value adjustment on warrants held by Dominari Securities.. |
| ii. | Notes receivable - we recognized $0.2 million realized and unrealized gain over the six months ended June 30, 2025, versus $1.7 million loss during the six months ended June 30, 2024 on notes receivable. |
| iii. | Long-term equity investments - changes over the three months ended June 30, 2025 and 2024 are a function of observable market transactions which resulted in a increase of approximately $32.0 million on the adjusted carrying value of the investments for the six months ended June 30, 2025, which is an increase of approximately $37.8 million from the six months ended June 30, 2024. |
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 $43.8 million as of June 30, 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.
27
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.
The following table summarizes our net cash flows from operating, investing and financing activities for the periods indicated (in thousands):
| As of June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash provided by (used in) | ||||||||
| Operating activities | 882 | (7,185 | ) | |||||
| Investing activities | (4,268 | ) | 10,154 | |||||
| Financing activities | 8,776 | - | ||||||
| Net increase in cash | 5,390 | 2,969 | ||||||
Cash Flows from Operating Activities
For the six months ended June 30, 2025 we generated $882,000 in operations as compared to cash flow use of $7,185,000 for the six months ended June 30, 2024 The cash provided by operating activities for the six months ended June 30, 2025, is primarily attributable to increases in receivable from clearing brokers of $2.3 million, increase in accrued commissions of $10.9 million, increase in stock based comp of $53.8 million, changes in operating assets and liabilities of approximately $2.5 million, net realized and unrealized gain on marketable securities of approximately $4.1 million, offset by a net gain on long term investments of $32.0 million, increases in prepaid expenses and other assets of approximately $10.4 million, and net loss of approximately $15.9 million. The cash used in operating activities for the six months ended June 30, 2024, is primarily attributable to a net loss of approximately $11.6 million, approximately $2.9 million of unrealized gain on marketable securities, increase in clearing broker deposits of $5.7 million, partially offset by approximately $3.3 million of realized gain on marketable securities, the change in carrying value of long term investments of approximately $5.4 million, and changes in operating assets and liabilities of $2.1 million.
Cash Flows from Investing Activities
For the six months ended June 30, 2025 and 2024, net cash (used in) provided by investing activities was approximately ($4.3) million and $10.2 million, respectively. The cash used in investing activities for the six months ended June 30, 2025, primarily resulted from our purchases of marketable securities of approximately $13.2 million, partially offset by sale of marketable securities of $7.1 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 $0.3 million. The cash provided by investing activities for the six months ended June 30, 2024, primarily resulted from our sale of marketable securities of approximately $11.6 million and collection of principal on notes receivable $0.5 million, and sale of long term investments of $3.5 million, partially offset by funds to employee loans $(1.3) million and purchases of marketable securities of approximately $4.0 million.
Cash Flows from Financing Activities
For the six months ended June 30, 2025, cash provided by financing activities was approximately $8.8 million, primarily driven by fund raising related to issuance of common stock of $13.5 million and issuance of common stock for warrants exercised of $2.3 million, partially offset by payment of dividends $(7.1) million. For the six months ended June 30, 2024, there are no cash flows from financing activities. Subsequent to the end of the reporting period, the Company distributed approximately $1 million to holders of non-controlling interests.
28
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 June 30, 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 reasonable 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
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
29
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.
30
Item 6. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
31
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: August 11, 2025 | By: | /s/ Anthony Hayes |
| Anthony Hayes | ||
| Chief Executive Officer | ||
| (Principal Executive Officer, Principal Financial Officer) | ||
32