What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-04-15 · 255 added, 274 removed, 144 unchanged (79% of the section changed)

Dominari Holdings Inc.

(“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.”

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.

a wholly owned subsidiary of Dominari, 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.

Dominari Holdings Inc.

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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 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.

the process of winding down its historical pipeline of biotechnology assets held by Dominari Labs, LLC (formerly AIkido Labs, LLC).

an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial

(“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

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, 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 (“Fieldpoint”), 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 advisor registered with the SEC.

Pursuant to the terms of the FPS Purchase Agreement, Dominari Financial purchased from Fieldpoint

100% of the membership interests in FPS (the “Membership Interests”).

The registered broker-dealer and investment adviser

businesses will be operated as a wholly owned subsidiary of Dominari Financial.

The FPS Purchase Agreement provided for Dominari Financial’s

acquisition of FPS’s Membership Interests in two closings, the first of which occurred on October 4, 2022 (the “Initial Closing”),

at which Dominari Financial paid to Fieldpoint $2.0 million in consideration for a transfer by Fieldpoint to Dominari Financial 20% of

the Membership Interests.

Following the Initial Closing, FPS filed a continuing membership application requesting approval for a change

of ownership, control or business operations with FINRA in accordance with FINRA Rule 1017 (the “Rule 1017 Application”).

The Rule 1017 Application was approved by FINRA on March 20, 2023.

The second closing occurred on March 27, 2023, Dominari Financial paid

Fieldpoint an additional $1.4 million in consideration for a transfer by Fieldpoint to Dominari Financial of the remaining 80% of the

Membership Interests.

As a result of the ownership change, FPS was renamed Dominari Securities LLC.

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.

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.

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 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 (90%) Membership Interest in each, and their operations are included within

the consolidated financial statements of Dominari.

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.

Dominari Securities

Dominari Securities offers,

and plans to offer, a broad range of broker-dealer and registered investment adviser services.

Those services are discussed below and

include wealth management, investment banking, sales and trading, asset management and insurance products.

Wealth Management

Dominari Securities provides

a comprehensive array of financial services to high-net-worth individuals and families, corporate executives, and public and private businesses.

Clients are able to choose a variety of ways to establish a relationship and conduct business, including by establishing brokerage accounts

with transaction-based pricing and/or investment advisory accounts with asset-based fee pricing.

Dominari Securities also provides the

following private client services:

Dominari Securities offers, and plans to offer,

a broad range of broker-dealer and registered investment adviser services.

Those services are discussed below and include wealth management,

investment banking, sales and trading, asset management and insurance products.

Wealth Management Services

Dominari Securities provides a comprehensive array

of financial services to high-net-worth individuals and families, corporate executives, and public and private businesses.

able to choose a variety of ways to establish a relationship and conduct business, including by establishing brokerage accounts with transaction-based

pricing and/or investment advisory accounts with asset-based fee pricing.

Dominari Securities also provides the following private client

Full-Service Brokerage .

Dominari Securities offers full-service brokerage services covering investment alternatives, including exchange-traded and over-the-counter

corporate equity and debt securities, money market instruments, exchange-traded options, municipal bonds, mutual funds, exchange-traded

funds, and unit investment trusts.

Dominari Securities

offers full-service brokerage services covering investment alternatives, including exchange-traded and over-the-counter corporate equity

and debt securities, money market instruments, exchange-traded options, municipal bonds, mutual funds, exchange-traded funds, and unit

investment trusts.

Wealth Planning .

Dominari Securities offers financial and wealth planning services, which include asset management, individual and corporate retirement

solutions, insurance and annuity products, IRAs and 401(k) plans, U.S.

stock plan services to corporate executives and businesses, education

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

Dominari Securities offers

financial and wealth planning services, which include asset management, individual and corporate retirement solutions, insurance and annuity

products, IRAs and 401(k) plans, U.S.

stock plan services to corporate executives and businesses, education savings programs, and trust

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

Investment Banking

Dominari Securities’

investment banking division provides strategic advisory services and capital markets products to emerging growth and middle market businesses.

The investment banking groups focus on the consumer and retail, energy, financial institutions, healthcare, rental services, technology,

education, and transportation and logistics sectors.

Dominari Securities’ investment banking

division provides strategic advisory services and capital markets products to emerging growth and middle market businesses.

The investment

banking groups focus on the consumer and retail, energy, financial institutions, healthcare, rental services, technology, education, and

transportation and logistics sectors.

Investment banking services include:

Financial Advisory .

Dominari Securities advises buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations, spin-offs,

joint ventures, restructurings and liability management.

Dominari Securities

advises buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations, spin-offs, joint ventures, restructurings

and liability management.

Equities Capital Markets .

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.

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 .

Dominari Securities plans to offer debt capital markets solutions for emerging growth and middle market companies.

Dominari Securities

will focus on structuring and distributing public and private debt through financing transactions, including leveraged buyouts, acquisitions,

growth capital financings, recapitalizations and Chapter 11 exit financings.

Dominari Securities expects to also participate in high yield

debt and fixed and floating-rate senior and subordinated debt offerings in the future.

plans to offer debt capital markets solutions for emerging growth and middle market companies.

Dominari Securities will focus on structuring

and distributing public and private debt through financing transactions, including leveraged buyouts, acquisitions, growth capital financings,

recapitalizations and Chapter 11 exit financings.

Dominari Securities expects to also participate in high yield debt and fixed and floating-rate

senior and subordinated debt offerings in the future.

Fund Placement .

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 &

Restructuring .

Dominari Securities expects to offer creative solutions to leveraged corporate issuers and credit investors.

evaluate a full range of strategic alternatives, identify the appropriate structure and source of funds to provide our clients the ability

to pursue an optimal and value maximizing outcome.

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 & Restructuring .

Securities expects to offer creative solutions to leveraged corporate issuers and credit investors.

We will evaluate a full range of strategic

alternatives, identify the appropriate structure and source of funds to provide our clients the ability 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.

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

Dominari Securities provides

a broad range of sales and trading services to our clients.

Dominari Securities provides a broad range of

sales and trading services to our clients.

Sales and trading services include:

Institutional Equity

Sales and Trading .

Dominari Securities acts as an agent in the execution of its customers’ orders through our strategic clearing

Equity Derivatives

and Index Options .

Dominari Securities offers listed equity and index options strategies for investors seeking to manage risk

and optimize returns within the equities market.

Institutional Fixed

Income Sales and Trading .

Dominari Securities offers trading in public and private debt (including sovereign debt) securities, including

investment and non-investment grade, distressed and convertible corporate securities through our clearing partners.

Institutional Equity Sales and Trading .

Dominari Securities acts as an agent in the execution of its customers’ orders through our strategic clearing partners.

Equity Derivatives and Index Options .

Securities offers listed equity and index options strategies for investors seeking to manage risk and optimize returns within the equities

Institutional Fixed Income Sales and Trading .

Dominari Securities offers trading in public and private debt (including sovereign debt) securities, including investment and non-investment

grade, distressed and convertible corporate securities through our clearing partners.

Securities Lending .

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

provided and pay interest on the cash collateral received less a rebate earned for lending securities.

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 provided and pay

interest on the cash collateral received less a rebate earned for lending securities.

Asset Management

Dominari Securities offers

discretionary and non-discretionary fee-based programs to provide tailored investment management solutions and services to high-net-worth

private clients, institutions and corporations and/or plans sponsored by them.

These include, but are not limited to, portfolio management,

manager research and due diligence through third party partners, asset allocation advice and financial planning.

Dominari Securities offers

portfolio management strategies and third-party investment management capabilities through separately managed accounts, alternative investments

and discretionary and non-discretionary portfolio management programs as well as managed portfolios of mutual funds.

Platform support

functions can include sales and marketing along with administrative services such as trade execution, client services, records management

and client reporting and performance monitoring.

Dominari Securities generates revenues through the receipt of investment advisory and

transactional fees for advisory services and from fees earned through sharing arrangements with registered and private alternative investment

Dominari Securities also earns investment advisory fees on assets held in discretionary and non-discretionary asset-based programs.

These fees are billed monthly in advance and are calculated based on all fee-based assets under management balances at the end of the

Dominari Securities also earns income from revenue-sharing arrangements that are derived from management and incentive fees

on alternative investments and calculates these on a pre-determined basis with registered and private investment companies.

The Company’s

asset management services include:

Separately Managed

Dominari Securities provides clients with fee-based programs:

(i) a unified managed account which allows multiple investment

managers, mutual funds and exchange-traded funds to be combined in a single custodial account;

and (ii) an asset review dual contract

program designed for clients seeking a direct contractual relationship with investment managers.

Discretionary Advisory

Dominari Securities offers client-focused discretionary fee-based investment programs managed by Dominari Securities

Non-Discretionary

Advisory Accounts .

Dominari Securities provides fee-based non-discretionary investment advisory services and consultation to clients.

Dominari Securities offers discretionary and non-discretionary

fee-based programs to provide tailored investment management solutions and services to high-net-worth private clients, institutions and

corporations and/or plans sponsored by them.

These include, but are not limited to, portfolio management, manager research and due diligence

through third party partners, asset allocation advice and financial planning.

Dominari Securities offers portfolio management strategies

and third-party investment management capabilities through separately managed accounts, alternative investments and discretionary and

non-discretionary portfolio management programs as well as managed portfolios of mutual funds.

Platform support functions can include

sales and marketing along with administrative services such as trade execution, client services, records management and client reporting

and performance monitoring.

Dominari Securities generates revenues through the receipt of investment advisory and transactional fees for

advisory services and from fees earned through sharing arrangements with registered and private alternative investment vehicles.

Securities also earns investment advisory fees on assets held in discretionary and non-discretionary asset-based programs.

are billed monthly in advance and are calculated based on all fee-based assets under management balances at the end of the prior month.

Dominari Securities also earns income from revenue-sharing arrangements that are derived from management and incentive fees on alternative

investments and calculates these on a pre-determined basis with registered and private investment companies.

The Company’s asset

management services include:

Separately Managed Accounts .

Dominari Securities

provides clients with fee-based programs:

(i) a unified managed account which allows multiple investment managers, mutual funds and exchange-traded

funds to be combined in a single custodial account;

and (ii) an asset review dual contract program designed for clients seeking a direct

contractual relationship with investment managers.

Discretionary Advisory Accounts .

Securities offers client-focused discretionary fee-based investment programs managed by Dominari Securities advisors.

Non-Discretionary Advisory Accounts .

Securities provides fee-based non-discretionary investment advisory services and consultation to clients.

Alternative Investments .

Dominari Securities offers high net worth and institutional investors the opportunity to participate in a wide range of non-traditional

investment strategies.

Strategies include single manager hedge funds, fund of funds, diversified private equity funds and single investment

late-stage private equity funds.

Dominari Securities

offers high net worth and institutional investors the opportunity to participate in a wide range of non-traditional investment strategies.

Strategies include single manager hedge funds, fund of funds, diversified private equity funds and single investment late-stage private

equity funds.

Private Market Platform .

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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.

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

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”).

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.

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.

Dividend Paid

On December 11, 2025, the Company declared a special

cash dividend on our common stock and pursuant to the terms of certain common stock purchase warrants issued in our recently completed

financings (on an as-exercised basis) of $0.432 per share, which was paid on January 26, 2026, to shareholders and certain warrant holders

of record as of the close of business on January 5, 2026.

Sale of ABTC Stock

On December 30, 2025, the Company entered into

an agreement to sell the entirety of its 23,199,205 shares of ABTC common stock for proceeds totaling $32.4 million.

The transaction closed

on January 20, 2026, with the receipt of the totality of the $32.4 million.

Restricted Stock Awards

On January 7, 2026, in connection with the transaction

involving the Company’s investment in American Bitcoin, the Committee determined that it is in the best interests of the Company

and its stockholders, to make a special equity grant to Messrs.

Anthony Hayes and Kyle Wool, in accordance with the Company’s 2022

Equity Incentive Plan (the “2022 Plan”) and pursuant to stockholder approval to increase the number of shares of common stock

reserved for issuance under the 2022 Plan.

Pursuant to the Committee’s decision and upon stockholder approval, pursuant to which

each received 3,000,000 shares of the Company’s common stock.

On March 4, 2026, upon approval of the Company’s

stockholders to amend the 2022 Plan to increase the number of shares of common stock reserved for issuance under the 2022 Plan, the shares

were fully-vested and nonforfeitable with a total fair value of approximately $18.4 million.

Special Meeting of Stockholders

On March 4, 2026, at a special meeting of stockholders,

the Company’s stockholders approved amendments to (1) increase the number of shares of common stock reserved for issuance with respect

to awards granted under the 2022 Plan by 10,000,000 shares of common stock from 11,720,750 shares of common stock to 21,720,750 shares

of common stock and (2) Section 4(b) of the 2022 Plan to clarify the calculation of the annual increase in shares of common stock reserved

for issuance under the 2022 Plan to provide that commencing on January 1, 2027 and continuing until January 1, 2032, the number of shares

reserved for issuance under the 2022 Plan shall automatically increase each January 1 st , by a number of shares equal to the

lesser of (i) 20% of the total number of shares of common stock issued and outstanding on the immediately preceding December 31 st

and (ii) such smaller number of shares of common stock as determined by the board of directors.

Amendments to Employment Agreements with Officers

On March 20, 2026, the Company entered into amendments to the employment agreements of each of Anthony Hayes

(the Company’s Chief Executive Officer), and Kyle Wool (the Company’s President) (collectively, the “Employment Agreement

Amendments”).

Pursuant to each of the Employment Agreement Amendments, the executives agreed to replace the annual bonus provisions

with a performance-based quarterly bonus in consideration for the issuance of 3,000,000 shares of common stock from the Company, as approved

by vote of the shareholders of the Company on March 4, 2026.

Regulation in the United States

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recommendations of types of accounts.

To meet this best interest standard, a broker-dealer must satisfy four component obligations

including a disclosure obligation, a care obligation, a conflict of interest obligation, and a compliance obligation and both broker-dealers

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

To meet this best interest standard, a broker-dealer must satisfy four component obligations including

a disclosure obligation, a care obligation, a conflict of interest obligation, and a compliance obligation and both broker-dealers 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

51 unchanged sentences

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.

As of December 31, 2025, we had 36 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.

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

We were incorporated in Delaware on May 1, 1992.

Our principal office is located at 725 5th Avenue, 22 nd Floor, New York, New York 10022, and our telephone number is (212)

Our website address is https://www.dominariholdings.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 only.

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