What changed in this filing

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Item 1. Business

2025-04-15 compared with 2024-04-01 · 227 added, 66 removed, 191 unchanged (61% of the section changed)

Dominari Holdings Inc.

(“Dominari”) is a holding company that, through its various subsidiaries, is engaged in wealth management, investment banking,

sales and trading and asset management.

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”) is a holding company that, through its various subsidiaries, is currently engaged in wealth management, investment

banking, securities sales and trading and asset management.

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.

to organic growth, the Company seeks opportunities outside of its current business to enhance stockholder value, including in the AI and

Data Center sector.

Dominari and its subsidiaries are collectively referred to herein as “Company,” “we,”

“our” or “us.”

Dominari Financial Inc.

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as registered investment advisors and businesses, broker dealers, asset management and fintech firms, and insurance brokers.

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.

acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities LLC (“Dominari Securities”)

and is a wholly-owned subsidiary of Dominari Financial.

The Company is in the process of winding down

its historical pipeline of biotechnology assets held by Aikido Labs, LLC.

These biotechnology assets consist of patented technology from

leading universities and researchers, including prospective treatments for pancreatic cancer, acute myeloid leukemia, SARS-CoV-2 and acute

lymphoblastic leukemia.

The Company was founded in 1967 as Spherix Incorporated.

In 2017, the Company changed its name to AIkido Pharma Inc.

From 2017 to 2022, the Company operated as a biotechnology company with a

diverse portfolio of small-molecule anticancer and antiviral therapeutics in development.

During the second half of 2022, in an effort

to enhance stockholder value, the Company shifted its primary focus away from biotechnology to a new line of business in the financial

services industry.

In furtherance of this new focus, in June of 2022, the Company formed Dominari Financial Inc., with the purpose

of making strategic acquisitions across the financial services industry.

On December 22, 2022, the Company changed its name to Dominari

Holdings Inc.

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

Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari Securities”), an introducing

broker-dealer, registered with the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered

with the Securities and Exchange Commission (“SEC”).

Dominari Securities provides 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, we entered into a membership

interest purchase agreement (the “FPS Purchase Agreement”) with Fieldpoint, a Connecticut bank, for the purchase of its wholly

owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability company (“FPS”) and dually-registered

broker-dealer and investment advisor registered with the Financial Industry Regulatory Authority (“FINRA”) and the Securities

and Exchange Commission (“SEC”).

Pursuant to the terms of the FPS Purchase Agreement, we purchased from Fieldpoint 100% of

the membership interests in FPS (the “Membership Interests”) and, as a result thereof, operate the newly acquired dual registered

broker-dealer and investment adviser as a wholly owned subsidiary of Dominari Financial Inc.

The FPS Purchase Agreement provided

for Dominari’s acquisition of FPS’s Membership Interests in two closings, the first of which occurred on October 4, 2022,

at which Dominari paid Fieldpoint $2,000,000 in consideration for a transfer by Fieldpoint to Dominari of 20% of the Membership Interests.

Following FINRA’s approval of the Continuing Membership Application pursuant to FINRA Rule 1017 (the “Rule 1017 Application”)

on March 20, 2023, the second closing occurred on March 27, 2023, at which time Dominari paid Fieldpoint an additional $1.4 million in consideration

for a transfer by Fieldpoint to Dominari of the remaining 80% of the Membership Interests.

interest purchase agreement (the “FPS Purchase Agreement”) with Fieldpoint Private Bank & Trust (“Fieldpoint”),

a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability

company (“FPS”) and dually-registered broker-dealer and investment advisor registered with the Financial Industry Regulatory

Authority (“FINRA”) and the Securities and Exchange Commission (“SEC”).

Pursuant to the terms of the FPS Purchase

Agreement, we purchased from Fieldpoint 100% of the membership interests in FPS (the “Membership Interests”) and, as a result

thereof, operate the newly acquired dual registered broker-dealer and investment adviser as a wholly owned subsidiary of Dominari Financial

The FPS Purchase Agreement provided for Dominari’s acquisition of FPS’s Membership Interests in two closings, the

first of which occurred on October 4, 2022, at which Dominari paid Fieldpoint $2,000,000 in consideration for a transfer by Fieldpoint

to Dominari of 20% of the Membership Interests.

Following FINRA’s approval of the Continuing Membership Application

pursuant to FINRA Rule 1017 (the “Rule 1017 Application”) on March 20, 2023, the second closing occurred on March 27, 2023,

at which time Dominari paid Fieldpoint an additional $1.4 million in consideration for a transfer by Fieldpoint to Dominari of the remaining

80% of the Membership Interests.

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.

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.

Dominari Securities

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savings programs, and trust and fiduciary services to individual and corporate clients through third-party trust companies.

Margin Lending .

Dominari Securities, through its clearing partnerships, extends credit to its customers, collateralized by securities and cash in the

customer’s account, for a portion of the purchase price, and receives income from interest on such extensions of credit at interest

rates derived from Dominari Securities’ posted rate as adjusted, from time to time.

Investment Banking

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Equities Capital Markets .

Dominari Securities provides capital raising solutions for corporate clients through initial public offerings, follow-on offerings, confidentially

marketed public offerings, registered directs, private investments in public equity, private placements, at-the-market offerings, and

equity-linked offerings.

Dominari Securities provides capital raising solutions for corporate, institutional, and qualifying retail clients through initial public

offerings, follow-on offerings, confidentially marketed public offerings, registered directs, private investments in public equity, private

placements, at-the-market offerings, and equity-linked offerings.

Debt Capital Markets .

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Fund Placement .

Dominari Securities expects to provide alternative investment firms with a broad and deep portfolio of value-added services.

may include bespoke strategic and tactical advisory as well as primary fundraises, co-investments and direct transactions.

Dominari Securities provides alternative investment firms with a broad and deep portfolio of value-added services.

Services include bespoke

strategic and tactical advisory as well as primary fundraises, co-investments and direct transactions.

Debt Advisory &

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to pursue an optimal and value maximizing outcome.

Private Equity :

Dominari Securities offers private equity investments through special purpose vehicles (“SPVs”) which allows investors to

pool capital into specific investment projects while managing risk and liability.

Dominari Securities structures and manages the SPVs,

providing investors access to high-quality private equity opportunities in both early and late stage emerging technology, med-tech, defense,

and artificial intelligence (“AI”) sectors, among others.

This model offers transparency, tailored investment structures,

and ongoing management, making it an attractive option for institutional investors, high-net-worth individuals, and accredited investors

seeking alternative investments.

Sales and Trading

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Securities Lending .

In connection with both its trading and brokerage activities, Dominari Securities, through its clearing relationships, expects to borrow

securities to cover short sales and to complete transactions in which customers have failed to deliver securities by the required settlement

date and lend securities to other brokers and dealers for similar purposes.

In connection with both its trading and brokerage activities, Dominari Securities, through its clearing relationships, borrows securities

to cover short sales and to complete transactions in which customers have failed to deliver securities by the required settlement date

and lend securities to other brokers and dealers for similar purposes.

Dominari Securities expects to earn interest on its cash collateral

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Private Market Platform .

a collaborative effort among the Company’s business units, Dominari’s private market platform focuses on sourcing private

investments across various sectors.

Transactions are expected to cover the full spectrum of private investments, including early stage,

late stage, direct, co-investments, funds and secondary market transactions in debt, equity and hybrid securities.

a collaborative effort among the Company’s business units, Dominari Securities’ private market platform focuses on sourcing

private investments across various sectors.

Transactions are expected to cover the full spectrum of private investments, including early

stage, late stage, direct, co-investments, funds and secondary market transactions in debt, equity and hybrid securities.

Dominari Securities maintains

direct selling agreements with select insurance companies and field market offices, offering additional products and services to advisors

with the required insurance licensing.

These agreements provide access to a range of financial products, including life insurance, annuities,

retirement solutions, and variable annuities.

In addition, insurance companies offer client servicing, underwriting assistance, and technology

platforms for policy management.

These partnerships allow Dominari to deliver comprehensive financial solutions while receiving compensation

and ongoing support from the insurance companies.

Dominari Financial

Heritage Strategies .

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”).

offers, sells and renews 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 (the “Joint Venture”).

to the terms of the JV Agreement, Dominari Financial and HS are co-managing members (the “Co-Managing Members”), each with

fifty percent (50%) ownership interests in DFHS.

The Co-Managing Members act by unanimous consent but acknowledge and agree that Dominari

Financial is responsible for managing the day-to-day operations of DFHS while HS shall be responsible for handling administrative work

as needed between DFHS and the various insurance companies.

Both Co-Managing Members shall share sales responsibilities with respect to

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.

DFHS offers business

property and casualty insurance, family office services, group medical insurance, life insurance, personal property and casualty insurance,

private placement life insurance, and qualified plans.

Recent Developments

February 2025 Registered

Direct Offering and Private Placement

On February 10, 2025,

Dominari entered into securities purchase agreements with certain accredited investors for the sale by the Company of 1,439,467 registered

shares of its common stock, unregistered Series A warrants to purchase up to 1,439,467 shares of common stock and unregistered Series

B warrants to purchase up to 1,439,467 shares of common stock at a combined purchase price of $3.47 per share and accompanying warrants

in a direct offering.

In a concurrent private placement, the Company entered into securities purchase agreements with certain accredited

investors for the sale of 2,436,587 unregistered shares of common stock, unregistered Series A warrants to purchase up to 2,436,587 shares

of common stock and unregistered Series B warrants to purchase up to 2,436,587 shares of common stock at a combined purchase price of

$3.47 per share and accompanying warrants (the “February 2025 Financings”).

The Series A warrants are exercisable immediately

upon issuance at an exercise price of $3.72 per share and will expire five years from the date of issuance.

The Series B warrants are

exercisable immediately upon issuance at an exercise price of $4.22 per share and will expire five years from the date of issuance.

gross proceeds to the Company from the February 2025 Financings were approximately $13.5 million, before deducting fees and other offering

expenses, and excluding the proceeds, if any, from the cash exercise of the warrants.

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

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

Advisory Agreements

On February 10, 2025,

the Company entered into certain advisory agreements (the “Advisory Agreements”) with five newly appointed members of its

advisory board for initial appointments of two years.

The Company has issued an aggregate of 2,550,000 unregistered shares (the “Advisory

Shares”) to the newly appointed members with an additional issuance of an aggregate of 850,000 Advisory Shares to be issued upon

certain Company milestones being met.

The Advisory Shares were

offered in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and have not been registered

under the Securities Act or applicable state securities laws.

Accordingly, the Advisory Shares may not be offered or sold in the United

States absent registration with the SEC or an applicable exemption from such registration requirements.

The Company has agreed to file

one or more registration statements with the SEC covering the resale of the unregistered shares of Common Stock issued pursuant to the

Advisory Agreements.

Bitcoin ETF Investment

In February 2025, the

Company implemented a bitcoin investment strategy through investments in bitcoin Exchange-Traded Funds (“ETFs”) as a treasury

reserve asset on an ongoing basis, subject to market conditions and the Company’s anticipated cash needs.

The Company views bitcoin

ETFs as a reliable store of value, and believes bitcoin has compelling characteristics as a scarce and finite asset that can serve as

a reasonable inflation hedge and safe haven amid global instability.

While a highly volatile asset, bitcoin’s price has also appreciated

significantly since bitcoin’s inception.

The Company believes that a substantial portion of bitcoin’s appreciation is attributable

to the view that bitcoin is or will become a reliable store of value.

As of March 31, 2025,

the Company (via Dominari Holdings Inc.) had approximately $2,000,000 in its bitcoin treasury through holdings of Blackrock’s iShares

Bitcoin Trust ETF.

The Company expects to continue to invest a portion of its excess cash and earnings in bitcoin in furtherance of its

bitcoin treasury strategy.

Strategic Initiative

with Hut 8 Corp.

On February 18, 2025,

Dominari 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 80% of the issued and outstanding equity interests of ADC after giving

effect to the issuance.

At the closing of the Transactions, ADC changed its name to American Bitcoin Corp.

(“American Bitcoin”).

In connection with the

Transactions, American Bitcoin and Hut 8 also entered into definitive agreements providing for Hut 8 and its personnel to provide day-to-day

commercial and operational management services and ASIC colocation services to American Bitcoin, in each case on an exclusive basis for

so long as such agreements remain in effect.

Hut 8 and its personnel will also provide back-office support services to American Bitcoin

pursuant to a shared services agreement with American Bitcoin.

a result of the Transactions, American Bitcoin has become a subsidiary of Hut 8 in which the Company holds a 3.17% minority interest in

American Bitcoin.

Regulation in the United States

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of licenses and registrations).

DFHS is licensed to transact insurance business

DFHS is subject to extensive regulation and supervision by insurance regulators in New York and its state of domicile, Delaware.

The extent of regulation by jurisdiction varies, but most jurisdictions have laws and regulations governing the financial aspects and

business conduct of insurers.

State laws in the United States grant insurance regulatory authorities broad administrative powers with

respect to, among other things, licensing companies to transact business, sales practices, establishing statutory capital and reserve

requirements and solvency standards, reinsurance and hedging, protecting privacy, regulating advertising, restricting the payment of dividends

and other transactions between affiliates, permitted types and concentrations of investments and business conduct to be maintained by

insurance companies as well as agent and insurance producer licensing, and, to the extent applicable to the particular type of insurance,

approval or filing of policy forms and rates.

Insurance regulators have the discretionary authority to limit or prohibit new issuances

of business to policyholders within their jurisdictions when, in their judgment, such regulators determine that the issuing company is

not maintaining adequate statutory surplus or capital.

Supervisory agencies in each of the jurisdictions

in which DFHS does business may conduct regular or targeted examinations of its operations and accounts and make requests for particular

From time to time, regulators raise issues during examinations or audits that could, if determined adversely, or if they

result in an enforcement action, have a material adverse effect.

In addition, new laws and regulations and changed interpretations of

existing regulations and laws by regulators may adversely impact DFHS’s business and the impact could be more adverse in the case

of statutes, regulations or guidance enacted or adopted with retroactive impact, particularly in areas such as accounting or statutory

reserve requirements.

SEC Regulation Best Interest (“Reg BI”)

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and investment advisors are required to provide disclosures about their standard of conduct and conflicts of interest.

The investment advisers responsible for the Company’s

investment management businesses are all registered as investment advisers with the SEC or rely upon the registration of an affiliated

Registered investment advisers are subject to the requirements of the Investment Advisers Act of 1940 and the regulations promulgated

Such requirements relate to, among other things, fiduciary duties to clients, maintaining an effective compliance program,

operational and marketing requirements, disclosure obligations, conflicts of interest, fees and prohibitions on fraudulent activities.

In addition, certain states, have proposed or

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banking and capital markets activities as one of their lines of business and that have greater capital and resources than we do.

also compete against other broker-dealers, asset managers and boutique firms.

compete against other broker-dealers, asset managers and boutique firms.

We believe the principal factors that will drive our competitiveness

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deliver a competitive breadth of high-quality service offerings;

and to maintain a flat, nimble

and entrepreneurial culture built on immediacy and client service.

As of December 31, 2023, we had 26 full-time employees

and 2 part-time employees, none of which are represented by a labor union or covered by a collective bargaining agreement.

offers health insurance benefits to eligible employees.

Additional benefits offered by the Company depend on the employee position and

title, but may include a 401(k) retirement plan, short-term disability, Workers’ Compensation for qualifying illness or injury,

sick leave and paid vacation.

The Company also provides certain training for employees, such as New York State Harassment Prevention Training,

Cyber Security Awareness Training and some continuing education training.

and maintain an entrepreneurial

culture built on immediacy and client service.

As of December 31, 2024, we had twenty-nine (29)

full-time employees, none of which are represented by a labor union or covered by a collective bargaining agreement.

The Company offers

health insurance benefits to eligible employees.

Additional benefits offered by the Company depend on the employee position and title,

but may include a 401(k) retirement plan, short-term disability, Workers’ Compensation for qualifying illness or injury, sick leave

and paid vacation.

The Company also provides certain training for employees, such as New York State Harassment Prevention Training, Cyber

Security Awareness Training and some continuing education training.

Corporate Information

We were incorporated

in Delaware on May 1, 1992.

Our principal executive offices are located at 725 5th Avenue, 22 nd Floor, New York, New York 10022,

and our telephone number is 212-393-4540.

Our website address is www.dominari.com .

The information contained in, or accessible

through, our website does not constitute part of this Annual Report.

We have included our website address as an inactive textual reference

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business