What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-15 · 682 added, 615 removed, 505 unchanged (72% of the section changed)

5 unchanged sentences

the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated

to our management, including our Chief Executive Officer and our Principal Financial Officer, to allow timely decisions regarding required

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures,

no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure

controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was required

to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

to our management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding

required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls

and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of

the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily

was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures

6 unchanged sentences

2025, 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

Material Weaknesses

in Internal Controls

As of year-end, 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.

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

During the year ended December 31, 2025, due to

staffing and resource constraints, the Company required significant additional effort to close the books and records, and record appropriate

account adjustments.

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 sufficient review

over the accounting for certain transactions recorded 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.

Remedial Actions

33 unchanged sentences

Changes in Internal Control over Financial

Other than the material weaknesses described above,

there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) that occurred during the year ended December 31, 2024 which have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Effective October 1, 2025, the Company hired Tim

Ledwick as Chief Financial Officer to assist the Company’s finance department.

Other than this appointment and the material weaknesses

described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) that occurred during the year ended December 31, 2025 which have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

In response to the material weaknesses identified

22 unchanged sentences

Anthony Hayes(4)(6)

Chief Executive Officer, Principal Financial Officer and Chairman of the Board

Ledwick(1)(5)

Chief Executive Officer and Chairman of the Board

Chief Financial Officer

Gregory James Blattner(3)(7)

Robert Dudley(1)(2)(4)(3)(6)

Brian Parsley(1)(2)(3)

Kyle Wool(4)(7)

President and Director

Special Projects Manager and Director

Kyle Haug(1)(2)(4)(5)

Ronald Lieberman(7)

Christopher Devall

10 unchanged sentences

Anthony Hayes

Anthony Hayes, a director and Chief Executive

Officer since 2013, has served as the Chief Executive Officer of North South since March 2013 and since June 2013, as a consultant to

Hayes was the fund manager of JaNSOME IP Management LLC and JaNSOME Patent Fund LP from August 2012 to August 2013, both

of which he co-founded.

Hayes was the founder and Managing Member of Atwater Partners of Texas LLC from March 2010 to August 2012

and a partner at Nelson Mullins Riley & Scarborough LLP from May 1999 to March 2010.

Hayes received his Juris Doctorate from Tulane

University School of Law and his B.A.

Anthony Hayeshas served as a director and

Chief Executive Officer since 2013.

Hayes also serves as Chairman of SIM Acquisition Corp.

SIMAU, SIMA, SIMAW), a blank

check company, which completed its initial public offering in July 2024 and raised aggregate proceeds of $230 million.

Before his role

at Dominari, Mr.

Hayes was a partner at Nelson Mullins, an Am Law 100 law firm, from May 1999 to March 2010.

His legal expertise and business

acumen have been recognized through various accolades including by President George W.

Bush who gave Mr.

Hayes special recognition for

creating the Wills for Heroes program, a national 501(c)(3), in response to the September 11 attacks (willsforheroes.com), and his work,

“Avoiding the Post-Crisis Crisis:

How to Prevent Post-Crisis Donation for Victims from Leading to Litigation”, was published

in the ICMA Journal (ICMA Journal, January/February 2008).

Other honors include IAM IP Personality of 2013, American Board of Trial Advocates

Young Lawyer of the Year and “20 Under 40” in Columbia, South Carolina.

Hayes received his Juris Doctor from Tulane University

Law School in May 1995, a Bachelor of Arts in economics from Mary Washington College in May 1990, and he is a member of the bar in the

District of Columbia, Florida, New York, and South Mr.

Hayes received his Juris Doctorate from Tulane University School of Law and

in economics from Mary Washington College.

On September 15, 2024, as a result of Mr.

resignation as Chief Financial Officer, Mr.

Hayes began serving as the Company’s Principal Financial Officer.

The Board of Directors

Hayes is qualified to serve as a director of the Company based on his intimate knowledge of the Company through his service

as Chief Executive Officer.

Ledwick, who joined as a director in

2015, was most recently the Chief Financial Officer of SYFT, a private equity-backed company that provides software solutions and services

to hospitals focused on reducing costs through superior inventory management practices which was successfully sold to GHX in 2022.

addition, since 2012 he has served on the board and Chair of the Audit Committee of Telkonet, Inc.

(TKOI) a smart energy management technology

The Board of Directors believes Mr.

Hayes is qualified to serve as a director

of the Company based on his intimate knowledge of the Company through his service as Chief Executive Officer.

Hayes executive

experience provides him with valuable business expertise, which the Board believes qualifies him to serve as a Class II director

of the Company.

Ledwick, has served as the Interim

Chief Financial Officer of the Company since October 1, 2025.

Prior thereto, he served as the Audit Committee Chair of the Company since

In 2024 & 2025 he provided fractional CFO services to a Nasdaq listed public safety technology and services company working

with the Nasdaq and their external auditors to bring the company back into compliance with their reporting requirements.

From 2011 until

2022 he was the Chief Financial Officer of SYFT, a private equity-backed company that provided software solutions and services to hospitals

which was successfully sold to GHX in 2022.

In addition, since 2012 he has served on the board and Chair of the Audit Committee of Telkonet,

(TKOI) a smart energy management technology company.

From 2007 to 2011, Mr.

Ledwick provided CFO consulting services to a $150 million services firm and, in addition, from 2007-2008

also acted as special advisor to The Dellacorte Group, a middle market financial advisory firm focused on transactions between $100 million

and $1 billion.

Ledwick provided CFO consulting services to a $150 million

services firm and, in addition, from 2007-2008.

From 2002 through 2006, Mr.

Ledwick was a member of the Board of Directors and Executive Vice President-CFO of Dictaphone

Corporation playing a lead role in developing a business plan which revitalized the company, resulting in the successful sale of the firm

and delivering seven times return to stockholders.

Ledwick was a member of the Board of Directors and Executive

Vice President-CFO of Dictaphone Corporation playing a lead role in developing a business plan which revitalized the company, resulting

in the successful sale of the firm and delivering seven times return to stockholders.

From 2001-2002, Mr.

Ledwick was brought on as CFO to lead the restructuring efforts

of Lernout & Hauspie Speech Products, a Belgium-based Nasdaq listed speech technology company, whose market cap had at one point reached

a high of $9 billion.

From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an $80 million public company headquartered in

New York City, playing a lead role in the firm’s acquisition activity, tax analysis and capital raising.

Ledwick is a member

of the Connecticut Society of Certified Public Accountants and received his BBA in Accounting from The George Washington University and

his MS in Finance from Fairfield University.

Ledwick was brought on as CFO

to lead the restructuring efforts of Lernout & Hauspie Speech Products, a Belgium-based Nasdaq listed speech technology company,

whose market cap had at one point reached a high of $9 billion.

From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an

$80 million public company headquartered in New York City, playing a lead role in the firm’s acquisition activity, tax analysis

and capital raising.

Ledwick is a member of the Connecticut Society of Certified Public Accountants and received his BBA in Accounting

from the George Washington University and his MS in Finance from Fairfield University.

The Board of Directors believes that Mr.

Ledwick’s executive experience and financial

expertise qualifies him to serve as a director of the Company.

executive experience and financial expertise qualifies him to serve as a director of the Company.

Brian Parsley

Parsley, who joined as a member of our

Board in September 2025, has more than 30 years of experience in entrepreneurship, sales and leadership development.

founded and successfully exited multiple companies, including USAhire.com and WeSkill, which were both acquired.

Parsley is a co-founder of

The Constance Group, where he partners with organizations to transform sales and leadership cultures through behavioral science and human

connection, where he has served since January 2001.

From May 2009 to December 2013, he served as President at WeSkill,

an online employment company.

Prior to his experience at WeSkill, he served as President at Train One, which specializes in online sales

training from 2001 to 2009.

From May 1999 to January 2002, he served as President at USAhire, an online internet recruitment

site, which was sold in 2001.

At the core of Parsley’s philosophy is The

Human Factor™, a proprietary framework he developed to help leaders and organizations leverage authentic human connection as a driver

of performance and trust in the digital age.

Through this approach, he advises executives and teams on strategies to enhance performance,

strengthen communication and drive measurable business outcomes.

His work has helped companies across industries create more engaged workforces,

build stronger client relationships and achieve sustainable growth in highly competitive markets.

Widely respected for his expertise, Mr.

has consulted with Fortune 500 companies, been recognized as a Top 40 Executive Under 40 by the Business Journal and is a frequent contributor

to leading business publications and industry conferences.

The Board believes Mr.

Parsley’s experience in entrepreneurship,

sales and leadership development qualifies him to serve as a director of the Company.

Gregory James Blattner

Gregory James Blattner, who joined as a member

of our Board of Directors in 2018, has nearly ten years of experience in the technology industry specializing in financial services.

January 2022, he has served as the Vice President of AHEAD’s Managed Services business.

AHEAD is technology services integrator

that helps its clients architect, deploy and manage all multiplatform hybrid technology solutions.

Prior to AHEAD, Mr.

Blattner spent

7 years at Agio, a progressive managed information technology and cybersecurity services provider, where he was responsible for sales

and account management of enterprise accounts.

Prior to Agio, from May 2013 to December 2013, Mr.

Blattner was a business development

manager for the Eikon platform at Thomson Reuters.

From 2010 to 2013, Mr.

Blattner was a sales manager at American Express for its foreign

exchange business.

From 2005 to 2009, Mr.

Blattner held various positions at JPMorgan, first in the operational risk management arm of

the investment bank and later in Foreign Exchange product sales for its treasury services business.

From 2000 to 2004, Mr.

an associate at Morgan Stanley’s corporate treasury funding desk.

He earned a bachelor’s degree from Iona College.

of Directors believes Mr.

Blattner’s extensive experience in technology and operations solutions qualifies him to serve as a director

of the Company.

Robert Dudley

Robert Dudley, who joined as a member of our

Board of Directors in 2020, currently serves as the National and Metropolitan New York City Regional Sales Manager for Select Sector Standard

& Poor’s Depositary Receipts (“SPDRs”).

Prior to joining Select Sector SPDRs in 2008, Mr.

Dudley held several managerial

positions at Merrill Lynch from 1981 through 2007.

Dudley began his career in the Merrill Lynch White Weld Capital Markets in Corporate

Bond Syndicate, later moving to Sales Manager for Taxable Fixed Income and Equity Marketing.

Dudley managed Merrill Lynch Consults

for the New York City District and ended his career as a Financial Advisor and Sales Manager at the Merrill Lynch Rockefeller Center Branch

The Board of Directors believes that Mr.

Dudley’s executive experience and financial expertise qualifies him to serve as

a director of the Company.

Blattner has served on our Board of Directors

since 2018, bringing nearly 25 years of experience spanning the technology and financial services industries, with expertise in enterprise

technology solutions, managed services, data center, AI and cybersecurity.

Most recently, he joined Red River as Vice President of Managed

Services Sales.

Red River is a technology transformation company specializing in AI-driven cybersecurity and IT infrastructure solutions

for government and enterprise customers.

In this role, he is focused on driving new enterprise relationships and expanding Red River’s

presence in the managed services, data center and cloud ecosystem.

Prior to Red River, Mr.

Blattner served as Vice

President of Managed Services Sales at AHEAD, a leading technology services integrator that helps organizations design, deploy, and manage

complex, multi-platform hybrid technology environments, where he led high-growth enterprise sales teams serving highly regulated industries.

Before joining AHEAD, Mr.

Blattner spent seven years at Agio, a pioneer in managed IT and cybersecurity services, where he served as Executive

Director of Business Development.

In that role, he helped scale annual recurring revenue and developed high-performing sales talent across

financial services, healthcare, and industrial markets.

Earlier in his career, Mr.

Blattner held a succession of increasingly senior roles

at prominent global financial institutions, (JP Morgan, Morgan Stanley, American Express and Thomson Reuters).

Blattner holds a bachelor’s degree from Iona

The Board believes his broad command of technology, cybersecurity, financial services, and operational leadership positions him

as an exceptionally valuable contributor to the Company’s strategic direction.

Kyle Wool, who joined as a member of our Board

of Directors in 2021, currently serves as the President of Dominari Holdings, CEO of Dominari Financial, and the CEO of Dominari Securities.

He boasts over 20 years in various aspects of global finance previously as a Managing Director of Oppenheimer & Co., Head of Wealth

Management for their Asian branch, Executive Director at Morgan Stanley, and President of Revere Securities LLC.

His extensive knowledge

allows him to provide strategic guidance while advising those on the team managing all facets related to financial services categories

with senior level insights within an organizing whose growth strategies, he actively contributes towards cultivating.

active in various philanthropic endeavors both domestically and abroad.

He currently serves as a board member of LifeLine NY, a board

member of the CIRSD (Center for International Relations and Sustainable Development), a board member of Project Rousseau and also a board

member of Lang Lang International Music Foundation.

He boasts over 20 years in various aspects of global finance as a Managing Director of Oppenheimer & Co.

and Head of Wealth Management

for their Asian branch from 2005 to 2013, Executive Director at Morgan Stanley May 2013 to January 2021, and President of Revere Securities

LLC from February 2021 to June 2022.

His extensive knowledge allows him to provide invaluable strategic guidance while advising those

on the team managing all facets related to financial services categories with senior level insights that ensure success across the board

within an organizing whose growth strategies he actively contributes towards cultivating.

Wool is also active in various philanthropic

endeavors both domestically and abroad.

He currently serves as a board member of LifeLine NY, board member of the CIRSD (Center for International

Relations and Sustainable Development), board member of Project Rousseau, and a board member of Lang Lang International Music Foundation.

Wool holds Series 7, 63, & 24 securities licenses.

The Board of Directors

believes that Mr.

Wool’s extensive experience in banking and wealth management qualifies him to serve as a director of the Company.

Soo Yu, who joined as a member of our Board

of Directors in 2022, currently serves as the Special Projects Manager of Dominari Holdings and is the managing Director of International

Private Client Services for Dominari Securities where she leads the top performing Wool Group.

With more than a decade of experience working

in financial services, she focuses on international business development and the cultivation of overseas client banking relationships.

A naturalized U.S.

citizen originally from South Korea, Ms.

Yu brings significant expertise in Asian markets and expansive global reach

through her connectivity with international contacts.

Before joining Dominari, Ms.

Yu was Managing Director of Revere Securities.

Yu earned her B.A.

in Fine Arts from the Fashion Institute of Technology and studied at the University of Nottingham and the Paris Fashion

She holds Series 7, 66, 24 securities licenses, New York Life, Accident and Health Insurance Agent/Broker, New York Property

and Casualty Insurance Agent/Broker and Real Estate License.

Previously, she maintained her Series 79 securities license.

supports several nonprofit organizations, including philanthropies committed to improving the lives of children and the elderly as well

as sustainability.

She is currently a board member of The Korean Community Services of Metropolitan New York, Inc.

The Board of Directors

believes that Ms.

Yu’s wealth management experience qualifies her to serve as a director of the Company.

The Board of Directors believes that Mr.

Wool’s extensive experience

in banking and wealth management qualifies him to serve as a director of the Company.

Kyle Haug, a member of the Board of Directors

12 unchanged sentences

qualifies him to serve as a director of the Company.

Ronald Lieberman

Ronald Lieberman, a member of the Board of

Directors since 2024, has been the Executive Vice President of Management and Development of The Trump Organization since 2007.

to joining The Trump Organization, Mr.

Lieberman served as Director of Revenue and Concessions for the New York City Department of Parks

and Recreation for over 19 years.

Lieberman graduated with a B.S.

in Business Management from Binghamton University.

Directors believes Mr.

Lieberman’s extensive experience and skill in aiding the growth of company operations qualifies him to serve

as a director of the Company.

Christopher Devall

3 unchanged sentences

1, 2022, to January 1, 2023 and was a member of its advisory board from April 2022 to June 2022.

Devall served as senior operations

department head in the Department of Defense from February 2019 to June 2022, and as a senior operations department manager from April

2016 to January 2019.

Devall is a retired military veteran and received his Masters of Business Administration from the University

of Virginia Darden School of Business and holds a B.S.

He currently serves as the Chief Executive

Officer or SIM Acquisition Corp.

SIMAU, SIMA, SIMAW), a blank check company, which completed its initial public offering in

July 2024 and raised aggregate proceeds of $230 million.

Prior to joining Dominari, Mr.

Devall served as senior operations department

head in the Department of Defense from February 2019 to June 2022, and as a senior operations department manager from April 2016 to January

Devall is a retired military veteran.

He holds a and received his Masters of Business Administration from the University of

Virginia Darden School of Business and holds a B.S.

in Strategic Studies and Defense Analysis from Norwich University.

no family relationship with any of the executive officers or directors of the Company.

There are no arrangements or understandings between

Devall and any other person pursuant to which he was appointed as an officer of the Company.

The Board of Directors believes that

Devall’s prior operations background qualifies him to serve as the Chief Operating Officer of the Company.

He also maintains

active FINRA registration and holds Series 7, 66, and 24 licenses and serves on the board of directors of Dominari Securities LLC.

addition to his executive responsibilities, Mr.

Devall is active in his community and supports various nonprofit organizations, including

serving as a director of The Forge Christian Ministries and Secretary of the Dominari Charitable Foundation.

Devall has no family

relationship with any of the executive officers or directors of the Company.

There are no arrangements or understandings between Mr.

and any other person pursuant to which he was appointed as an officer of the Company.

The Board of Directors believes that Mr.

prior operations background qualifies him to serve as the Chief Operating Officer of the Company.

Family Relationships

1 unchanged sentence

executive officers and any other person pursuant to which our directors were nominated or elected for their positions.

Yu have been married since December 2010.

Delinquent Section 16(a) Reports

7 unchanged sentences

we believe that all filings required to be made pursuant to Section 16(a) of the Exchange Act during and with respect to 2025 were filed

in a timely manner, except for the Form 3 filed April 5, 2024 for Jaime Mercado Jr.

in a timely manner.

Audit Committee

1 unchanged sentence

with Section 3(a)(58)(A) of the Exchange Act and is currently comprised of Mr.

Tim Ledwick (Chairman), Mr.

Robert Dudley and Mr.

Kyle Haug, each of whom the Board of Directors has determined satisfies the applicable SEC and Nasdaq independence requirements for audit

committee members.

The Board of Directors has also determined that Mr.

Ledwick is an “audit committee financial expert,”

as defined by the applicable rules of the SEC and Nasdaq.

The Audit Committee is

responsible for, among other things:

the independence, qualifications, services, fees and performance of our independent registered public accounting firm;

● appointing,

replacing and discharging our independent registered public accounting firm;

● pre-approving the

professional services provided by our independent registered public accounting firm;

the scope of the annual audit and reports and recommendations submitted by our independent registered public accounting firm;

our financial reporting and accounting policies, including any significant changes, with our management and our independent registered

Kyle Haug (Chairman) and Mr.

Brian Parsley, each of whom

the Board of Directors has determined satisfies the applicable SEC and Nasdaq independence requirements for audit committee members.

Board of Directors has also determined that Mr.

Haug is an “audit committee financial expert,” as defined by the applicable

rules of the SEC and Nasdaq.

The Audit Committee is responsible for, among

other things:

● reviewing the independence, qualifications, services, fees and performance of our independent registered

public accounting firm;

● pre-approving the professional services provided by our independent registered public accounting firm;

● appointing, replacing and discharging our independent registered public accounting firm;

● reviewing the scope of the annual audit and reports and recommendations submitted by our independent registered

public accounting firm;

● reviewing our financial reporting and accounting policies, including any significant changes, with our

management and our independent registered public accounting firm.

Nominating Committee

The Nominating Committee

currently consists of Mr.

The Nominating Committee currently consists of

Gregory James Blattner (Chairman) and Mr.

Robert Dudley, each of whom the Board of Directors has determined

satisfies the applicable SEC and Nasdaq independence requirements.

The Nominating Committee

reviews, evaluates and proposes candidates for election to our Board of Directors, and considers any nominees properly recommended by

stockholders.

The Nominating Committee promotes the proper constitution of our Board of Directors in order to meet its fiduciary obligations

to our stockholders, and oversees the establishment of, and compliance with, appropriate governance standards.

Brian Parlsey, each of whom the Board of Directors has determined satisfies the applicable

SEC and Nasdaq independence requirements.

The Nominating Committee reviews, evaluates and

proposes candidates for election to our Board of Directors, and considers any nominees properly recommended by stockholders.

The Nominating

Committee promotes the proper constitution of our Board of Directors in order to meet its fiduciary obligations to our stockholders, and

oversees the establishment of, and compliance with, appropriate governance standards.

Compensation Committee

The Compensation Committee currently consists

Robert Dudley (Chairman) and Mr.

Brian Parlsey (Chairman) and Mr.

Kyle Haug, each of whom the Board of Directors has determined satisfies the applicable SEC and

2 unchanged sentences

under Rule 16b-3 as promulgated under the Exchange Act.

The Compensation Committee reviews and recommends to the Board of Directors

the compensation for our executive officers and our non-employee directors for their services as members of the Board of Directors.

Compensation Committee

Interlocks and Insider Participation

None of the members of

our Compensation Committee is or has been an officer or employee of our company.

None of our executive officers currently serves, or in

the past year has served as a member of the Compensation Committee of any entity that has one or more of its executive officers serving

on our Board of Directors or Compensation Committee.

The Compensation Committee reviews and recommends to the Board of Directors the

compensation for our executive officers and our non-employee directors for their services as members of the Board of Directors.

Compensation Committee Interlocks and Insider

Participation

None of the members of our Compensation Committee

is or has been an officer or employee of our company.

None of our executive officers currently serves, or in the past year has served

as a member of the Compensation Committee of any entity that has one or more of its executive officers serving on our Board of Directors

or Compensation Committee.

Compensation Recovery

Under the Sarbanes-Oxley

Act of 2002 (the “Sarbanes-Oxley Act”), in the event of material noncompliance with the financial reporting requirements

that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments

from our current and former executive officers.

We have adopted a clawback policy to address this, which is attached as an exhibit

filed with this Annual Report.

Under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”), in the event of material noncompliance with the financial reporting requirements that results in a financial restatement

that would have reduced a previously paid incentive amount, we can recoup those improper payments from our current and former executive

We have adopted a clawback policy to address this, which is attached as an exhibit filed with this Annual Report.

Investment Committee

The Investment Committee

currently consists of Mr.

The Investment Committee currently consists of

Kyle Wool (Chairman), Mr.

Anthony Hayes, Mr.

Robert Dudley and Mr.

The Investment Committee recommends

and oversees the Company’s investment transactions, management, policies, and guidelines, including reviews of investment manager

selection, establishment of investment benchmarks, review of investment performance and oversight of investment risk management exposure

policies and guidelines.

Code of Ethics and

Code of Conduct

We have adopted a written

code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer,

principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is

available on our website, www.dominari.com.

The information on or accessed through our website is deemed not to be incorporated in this

Annual Report or to be part of this Annual Report.

Insider Trading Arrangements

The Company has insider

trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees,

as well as by the Company itself.

The Company believes these policies and procedures are reasonably designed to promote compliance with

insider trading laws, rules and regulations and applicable listing standards.

A copy of our

Insider Trading Policy is filed with this Annual Report as Exhibit 19.1.

Anthony Hayes, and Mr.

The Investment Committee recommends and oversees the Company’s investment

transactions, management, policies, and guidelines, including reviews of investment manager selection, establishment of investment benchmarks,

review of investment performance and oversight of investment risk management exposure policies and guidelines.

Code of Ethics and Code of Conduct

We have adopted a written code of business conduct

and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer,

principal accounting officer or controller, or persons performing similar functions.

A copy of the code is available on our website, www.dominari.com.

The information on or accessed through our website is deemed not to be incorporated in this Annual Report or to be part of this Annual

Insider Trading Arrangements and Policies

The Company has insider trading policies and procedures

that govern the purchase, sale and other dispositions of its securities by directors, officers and employees, as well as by the Company

The Company believes these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules

and regulations and applicable listing standards.

A copy of our Insider Trading Policy is filed with this Annual Report as Exhibit 19.1.

EXECUTIVE COMPENSATION

5 unchanged sentences

was not serving as an executive officer at December 31, 2025, are:

Hayes, our Chief Executive Officer, Director, Principal Accounting Officer, and Principal Financial Officer;

Yu, our Special Projects Manager;

Wool, our President.

● Anthony Hayes, our Chief Executive Officer and Chairman of the Board;

● Kyle Wool, our President;

● Christopher Devall, our Chief Operating Officer.

The following Summary of Compensation table sets

2 unchanged sentences

Name and Principal Position

Incentive Plan

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

Anthony Hayes,

Chief Executive Officer, Director,

Principal Accounting Officer and

Principal Financial Officer

Special Projects Manager

amount reported in this column represents the aggregate grant date fair value of stock granted to Messrs.

Hayes and Wool during 2024,

as calculated in accordance with FASB ASC Topic 718.

The stock was earned pursuant to the attainment of certain revenue milestones for

the Company, as set forth in the employment agreements for Messrs.

Hayes and Wool (each, as described below).

The stock was fully vested

on the grant date.

Hayes and Wool, the amounts reported in this column are compensation earned (i) pursuant to the Company’s attainment of

certain revenue milestones, as set forth in the employment agreements for Messrs.

Hayes and Wool (each, as described below), and (ii)

as management fees based on the values of transactions completed by the Company’s SPV subsidiary.

Yu, the amount reported

in this column represents the cash payment earned by Ms.

Yu pursuant to her employment agreement for attaining certain assets under management

goals, as more fully discussed below.

The amount also includes performance compensation based on sales production paid at a rate of 65%.

Hayes, the amount shown in this column represents compensation received in the form of a gross-up for federal and Virginia taxes

due on the value of the stock awards Mr.

Hayes received in 2024 and Company contributions to its 401(k) plans.

Wool, the amount

shown in this column represent (i) compensation received in the form of a gross-up for federal and New York taxes due on the value of

the stock awards Mr.

Wool received in 2024, (ii) payments for social club memberships, and (iii) Company contributions to its 401(k)

The amounts for Ms.

Yu reflects Company contributions to its 401(k) plan.

Chief Executive Officer

and Chairman of the Board

Christopher Devall,

Chief Operating Officer.

(1) The amount reported in these columns represents the aggregate grant date fair value of stock and options

granted to our NEOs during 2025, as calculated in accordance with FASB ASC Topic 718.

We provide information regarding the assumptions

used to calculate the value of all awards made to our NEOs in Note 3 to the consolidated financial statements included in this annual

(2) For Messrs.

Hayes and Wool, the amounts reported in this column are compensation earned pursuant to (i)

the Company’s attainment of certain revenue milestones, as set forth in the employment agreements for Messrs.

Hayes and Wool (each,

as described below), and (ii) net revenue achieved by the Company’s wholly-owned subsidiary, Dominari Securities, in accordance

with the employment agreements for Messrs.

Hayes and Wool.

Hayes, the amount shown in this column represents (a) Company payments towards Mr.

health benefits, (b) Company contributions to its 401(k) plans on Mr.

Hayes’ behalf, and (c) dividends received on vested stock

granted in 2025.

Wool, the amount shown in this column represents (i) payments for social club memberships, (ii) Company contributions

to its 401(k) plan on Mr.

Wool’s behalf, (iii) Company payments towards Mr.

Wools’ health benefits, and (iv) dividends received

on vested stock granted in 2025.

The amounts for Mr.

Devall reflect Company contributions to its 401(k) plan on Mr.

Devall’s behalf

and Company payments for Mr.

Devall’s health benefits, and dividends received on vested stock granted in 2025.

Narrative Disclosure to Summary of Compensation

7 unchanged sentences

Hayes gives six months’ non-renewal notice.

Pursuant to an amendment effective December 6,

2023, the Hayes Agreement provides that Mr.

Hayes shall receive an annual base salary of $500,000, which was raised to $650,000 effective

January 1, 2024, and an annual bonus.

The annual bonus is paid in a combination of cash and shares of our common stock upon the Company’s

achievement of certain annual revenue targets, as stated in the table below.

Pursuant to an amendment effective June 24, 2025,

the Hayes Agreement was amended to increase Mr.

Hayes’ annual base salary of $500,000 to $650,000 effective January 1, 2024, and

an annual bonus.

The annual bonus has two components, one is an annual revenue bonus that becomes payable upon the Company’s achievement

of certain annual revenue targets, as stated in the table below.

Annual Revenue

1 unchanged sentence

$150,000, plus

154,559 shares

Between $7.5mm and $15mm

$250,000, plus

154,599 shares

$15mm or more

$500,000, plus

154,559 shares

The second component is a net revenue bonus equal

to 15% of the sum of (i) all fees and proceeds received by the Company’s wholly-owned subsidiary, Dominari Securities LLC (the “IB”),

in connection with investment banking services performed by the IB, including but not limited to the proceeds received from the exercise

and sale of shares underlying any warrants or options issued in connection therewith, less the fees and expenses paid to individual representatives

broker payouts) of the IB out of such fees and/or proceeds (“Net Investment Banking Fees”) and (ii) any revenue received

by the Company or any of its subsidiaries, including but not limited to the IB, in connection with alternative business opportunities

that occur from time to time, including but not limited to, profits (including proceeds from warrants and options) received on all carried

interest on “Special Purpose Vehicles” or other investment vehicles that the Company or any of its subsidiaries, including

but not limited to IB, may have a pecuniary interest in (“Alternate Revenue”).

Alternate Revenue is broadly interpreted to

capture any revenue not included in Net Investment Banking Fees that benefits the Company or any of its subsidiaries and is net of any

fees or expenses paid to any employees of the Company or its subsidiaries, including the IB.

Our Board of Directors may adopt different or

1 unchanged sentence

Hayes, provided that such criteria must be reasonably attainable.

The bonus, to the extent earned, will be paid following the completion of our annual audit and public announcement of such results (and

in all cases by July 31 of the year following the performance year), provided that Mr.

Hayes is actively employed on April 15 th

of the year following the performance year.

In 2024, the payment of the bonuses was accelerated and paid upon the incremental certification

by our Compensation Committee that the Company achieved the applicable revenue targets.

The bonus, to the extent earned, will be paid on the date on which annual bonuses are paid generally to the Company’s senior executives,

provided that Mr.

Hayes is employed with the Company on the payment date.

In 2025, the payment of the bonuses was accelerated and paid

upon the incremental certification by our Compensation Committee that the Company achieved the applicable revenue targets.

The Hayes Agreement also provides that Mr.

18 unchanged sentences

of any earned annual bonus, and (iv) full vesting of all outstanding and then unvested equity awards.

On April 3, 2023, we entered into an employment

agreement with Soo Yu (the “Yu Agreement”), pursuant to which Ms.

Yu serves as both the Special Projects Manager and a registered

representative of the Company performing broker services.

The Yu Agreement has a one-year term, which the Company may extend at its discretion.

If the Company does not extend the term, Ms.

Yu’s continued service with us will be limited to broker services, which will be provided

on an at-will basis.

The Yu Agreement provides that Ms.

Yu shall receive

a base salary of $150,000 per annum, which must be paid through the end of the term or any extension of the term unless Ms.

Yu is terminated

for cause (as defined in the Yu Agreement) or terminates voluntarily without Good Reason (as defined in the Yu Agreement).

Additionally,

the Yu Agreement provides that Ms.

Yu will be entitled to receive a performance bonus based on the gross revenue she generates over a

trailing twelve-month period in accordance with the formula below.

Trailing 12 month Gross Revenue ($)

1,000,000 to 1,999,999

2,000,000 and up

Any compensation earned by Ms.

Yu pursuant to

the table will be paid to Ms.

Yu on a monthly basis on or about the 15 th day following the end of each calendar month in which

the underlying Gross Revenue was generated by Ms.

Yu, with compensation earned being limited by the proceeds actually paid to the Company

(rather than accrued).

We agreed to commence Ms.

Yu’s performance at the $2,000,000 level based on her most recent 12-month production

with her prior employer.

This level may only be adjusted after April 3, 2024, and is currently 65%.

In addition to the gross revenue bonus, the Yu

Agreement also provides for production payments (“Production Payments”) of up to $8,000,000, to be paid in equal payments

of $2,666,666, upon Ms.

Yu’s attainment of the following production goals:

Completing all required registrations and providing binding commitments and opening accounts for clients with assets under management or account value of at least $50,000,000;

Providing binding commitments and opening accounts for clients with assets under management or account value of at least $150,000,000 in the aggregate;

Providing binding commitments and opening accounts for clients with assets under management or account value of at least $560,000,000 in the aggregate.

The account values are inclusive of prior account

Each of the Production Payments will be paid as soon as administratively feasible after the date on which the conditions for a

given payment are met but no later than 30 days, provided that the Company is in full compliance with its net capital and other regulatory

requirements at that time.

Production Payments will be made fifty percent (50%) in cash and fifty percent (50%) in shares of the Company.

The Production Payments are subject to pro rata clawback if Ms.

Yu is terminated for cause or resigns without good reason during the seven

(7) years following the payment date of any Production Payment.

Pursuant to the Yu Agreement, Ms.

Yu is subject

to a perpetual confidentiality covenant, and for the duration of Ms.

Yu’s employment and for the twelve months immediately following

her termination of employment with the Company, a covenant not to solicit the Company’s clients and service providers.

On October 12, 2022, our subsidiary Dominari Financial

entered into an employment agreement with Kyle Wool (the “Wool Agreement”), pursuant to which Mr.

Wool serves as the Chief

Executive Officer of Dominari Financial.

The term of the Wool Agreement is five years with automatic one-year extensions unless either

Dominari Financial or Mr.

On October 12, 2022, the Company entered

into an employment agreement with Kyle Wool (the “Wool Agreement”), pursuant to which Mr.

Wool serves as the Chief Executive

Officer of Dominari Financial.

The term of the Wool Agreement is five years with automatic one-year extensions unless either the Company

Wool gives six months’ non-renewal notice.

1 unchanged sentence

receive an annual base salary of $500,000 and an annual bonus.

The annual bonus is paid in a combination of cash and shares of our common

stock upon Dominari Financial’s achievement of certain annual revenue targets, as stated in the table below.

The annual bonus has two components, one is an annual revenue bonus that

becomes payable upon the Company’s achievement of certain annual revenue targets, as stated in the table below:

Annual Revenue

1 unchanged sentence

$150,000, plus

154,559 shares

Between $7.5mm and $15mm

$250,000, plus

154,599 shares

$15mm or more

$500,000, plus

154,559 shares

The second component is a net revenue bonus equal

to 15% of the sum of (i) all fees and proceeds received by the IB, in connection with investment banking services performed by the IB,

including but not limited to the Net Investment Banking Fees and (ii) any revenue received by the Company or any of its subsidiaries,

including but not limited to the IB, in connection with alternative business opportunities that occur from time to time, including but

not limited to, profits (including proceeds from warrants and options) received on all carried interest on “Special Purpose Vehicles”

or other investment vehicles that the Company or any of its subsidiaries, including but not limited to IB, may have a pecuniary interest

Alternate Revenue is broadly interpreted to capture any revenue not included in Net Investment Banking Fees that benefits the Company

or any of its subsidiaries and is net of any fees or expenses paid to any employees of the Company or its subsidiaries, including the

Our Board of Directors may adopt different or

1 unchanged sentence

Wool, provided that such criteria must be reasonably attainable.

The bonus, to the extent earned, will be paid following the completion of our annual audit and public announcement of such results (and

in all cases by July 31 of the year following the performance year), provided that Mr.

Wool is actively employed on April 15 th

of the year following the performance year.

In 2024, the payment of the bonuses was accelerated and paid upon the incremental certification

by our Compensation Committee that the Company achieved the applicable revenue targets.

The bonus, to the extent earned, will be paid on the date on which annual bonuses are paid generally to the Company’s senior executives,

provided that Mr.

Wool is employed with the Company on the payment date.

In 2025, the payment of the bonuses was accelerated and paid

upon the incremental certification by our Compensation Committee that the Company achieved the applicable revenue targets.

The Wool Agreement also provides that Mr.

1 unchanged sentence

and all other benefits and plans Financial provides to its senior officers.

If at any time during the term, Dominari Financial does not

provide its senior executives with health insurance, Mr.

Wool will be entitled to secure such insurance for himself and his immediate

family and Dominari Financial will reimburse him for the cost of such insurance.

If at any time during the term, the Company does not provide

its senior executives with health insurance, Mr.

Wool will be entitled to secure such insurance for himself and his immediate family and

the Company will reimburse him for the cost of such insurance.

Pursuant to the Wool Agreement, Mr.

3 unchanged sentences

a monthly expense account of up to $20,000 for his business use, (iv) up to $100,000 in reimbursement for health care and social club

memberships, and (v) subject to Dominari Financial’s consent, reimbursement for all other reasonable out-of-pocket expenses actually

incurred or paid by Mr.

memberships, and (v) subject to the Company’s consent, reimbursement for all other reasonable out-of-pocket expenses actually incurred

or paid by Mr.

Wool in the course of his employment.

1 unchanged sentence

termination due to (A) his death, (B) his disability, (C) within 40 days of the consummation of change in control transaction (as defined

in the Wool Agreement), or (D) due to Dominari Financial not renewing the Wool Agreement term, he or his estate will be entitled to the

(i) twelve months’ base salary paid in a lump sum, (ii) continued group health coverage (if validly elected) for 12 months

at the same cost as applied prior to his termination, and (iii) the pro-rata portion of any earned annual bonus.

in the Wool Agreement), or (D) due to the Company not renewing the Wool Agreement term, he or his estate will be entitled to the following:

(i) twelve months’ base salary paid in a lump sum, (ii) continued group health coverage (if validly elected) for 12 months at the

same cost as applied prior to his termination, and (iii) the pro-rata portion of any earned annual bonus.

Wool’s employment is terminated (A)

Wool for good reason (as defined in the Wool Agreement) or (B) by Dominari Financial without cause (as defined in the Wool Agreement),

Wool for good reason (as defined in the Wool Agreement) or (B) by the Company without cause (as defined in the Wool Agreement),

Wool will be entitled to receive the following:

2 unchanged sentences

any earned annual bonus, and (iv) full vesting of all outstanding and then unvested equity awards.

Policies and Practices Related to the Grant

of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

The Company does not maintain a policy on the

timing of awards of options in relation to the disclosure of material nonpublic information.

Our Board of Directors and Compensation Committee

did not take into account any material nonpublic information in determining the timing of the equity awards made to our NEOs in 2024,

as such awards were made pursuant to their employment agreements and granted upon the attainment of specified performance goals.

not time the disclosure of material nonpublic information for the purpose of affecting the value of our executive compensation in 2024.

On July 1, 2022, we entered into an employment

agreement with Mr.

Christopher Devall pursuant to which Mr.

Devall served as the Vice President (now, our Chief Operations Officer), for

a period of five years, which shall automatically be extended for an additional year unless either party provides notice of non-renewal.

Devall’s employment agreement was amended on July 1, 2023 in connection with his appointment to serve as our Chief Operations

Pursuant to the amended agreement, Mr.

Devall is entitled to receive a base salary of $350,000.

Devall was paid a $50,000

signing bonus in restricted stock that fully vested on January 1, 2023.

Devall’s employment agreement also provides for an annual

bonus of a minimum of $50,000, to be paid in cash or restricted shares of the Company’s common stock based on the determination

of the Compensation Committee of the Board of Directors.

Devall also received a restricted stock grant in the amount of $1,000,000

in connection with his commencement of employment.

Devall is also entitled to the payment or reimbursement of up to $10,000 per month

for reasonable out-of-pocket expenses.

The employment agreement also provides for customary

events of termination of employment and provides that in the event of termination as a result of Mr.

Devall’s death or disability,

Devall is entitled to severance consisting of (i) twelve (12) months of his then current base salary, payable in a lump sum, less

withholding of applicable taxes, within thirty (30) days of the date of termination;

(ii) if he elects continuation coverage for group

health coverage pursuant to COBRA, then for a period of twelve (12) months following the termination of Mr.

Devall’s employment

the Company will pay such amount of the COBRA premiums so that Mr.

Devall is only required to pay the portion of the premiums that active

employees are required to pay;

and (iii) payment on a pro-rated basis of any annual bonus or other payments earned in connection with

any bonus plan to which Mr.

Devall was a participant as of the date of death or disability.

In the event of termination of Mr.

employment (i) as a result of the non-renewal of the employment agreement by the Company at the end of the then current term, (ii) by

Devall for “good reason” (as such term is defined in the employment agreement), (iii) by the Company, without cause, or

Devall, in the event of a change in control, then Mr.

Devall is entitled to the same severance as provided above.

Additionally,

if termination is by Mr.

Devall for good reason or by the Company, without cause, then all equity grants held by Mr.

Devall will immediately

Retirement Benefits

9 unchanged sentences

Option Awards

Exercisable (1)

Unexercisable

Number of Securities Underlying Unexercised Options (#) Exercisable (1)

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise

Option Expiration Date

Anthony Hayes

options are fully vested.

Christopher Devall

These options are fully vested.

Pay versus Performance

Pursuant to Section 953(a) of the Dodd-Frank

Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information

regarding “compensation actually paid”, as defined in Item 402(v).

In accordance with SEC rules, the “compensation

actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the

Summary of Compensation Table as described in the footnotes to the following table.

Pursuant to Section 953(a) of the Dodd-Frank Wall

Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding “compensation

actually paid”, as defined in Item 402(v).

In accordance with SEC rules, the “compensation actually paid” amounts shown

in the table below for each applicable year reflect certain adjustments to the values reported in the Summary of Compensation Table as

described in the footnotes to the following table.

The Company previously reported an estimated “net loss” number in this

table because the Company’s audited financial statements were not complete as of the date of the Company’s most recent proxy

The Company’s audited financial statements are now complete and the “net loss” reported below is derived

from such audited financial statements.

In accordance with the transitional relief under

the SEC rules for smaller reporting companies, only three years of information is required as this is the Company’s first year

of disclosure under Item 402(v) of Regulation S-K.

the SEC rules for smaller reporting companies, only three years of information is required as this is the Company’s first year of

disclosure under Item 402(v) of Regulation S-K.

Actually Paid

2 unchanged sentences

Initial Fixed

each year shown, the PEO was the Chief Executive Officer, Anthony Hayes.

The values reflected in this column reflect the “Total

Compensation” paid to Mr.

Hayes, the Company’s Principal Executive Officer, as set forth in the Summary of Compensation

dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr.

Hayes, as computed

in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual amount of compensation

earned by or paid to Mr.

For each year shown, the PEO was the Chief Executive Officer, Anthony Hayes.

The values reflected in this column reflect the “Total Compensation” paid to Mr.

Hayes, the Company’s Principal Executive Officer, as set forth in the Summary of Compensation Table.

The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr.

Hayes, as computed in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr.

Hayes during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K,

the following adjustments were made to determine the “compensation actually paid” amounts reported above for Mr.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation actually paid” amounts reported above for Mr.

Reconciliation of Summary of Compensation Table Total to Compensation Actually Paid for CEO

1 unchanged sentence

Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year

(17,360,894 )

Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End

6 unchanged sentences

Compensation Actually Paid

2022, the non-PEO NEOs were Darrell Dotson, Carlos Aldavero and Christopher Devall.

For 2023 and 2024, the non-PEO NEOs were Soo Yu and

The values reflected in this column reflect the average “Total Compensation” paid to each of the non-PEO NEOs

in the applicable year, as set forth in the Summary of Compensation Table for the applicable year.

dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs,

as a group, as computed in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not necessarily reflect

the actual average amount of compensation earned by or paid to such persons during the applicable year.

In accordance with the requirements

of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs

as a group for each year to determine the compensation actually paid:

For 2023 and 2024, the non-PEO NEOs were Soo Yu and Kyle Wool.

For 2025, the non-PEO NEOs were Kyle Wool and Christopher Decval.

The values reflected in this column reflect the average “Total Compensation” paid to each of the non-PEO NEOs in the applicable year, as set forth in the Summary of Compensation Table for the applicable year.

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-PEO NEOs, as a group, as computed in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to such persons during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:

Reconciliation of Average Summary of Compensation Table Totals for non-PEO NEOs to Average Compensation Actually Paid to non-PEO NEOs

2 unchanged sentences

$ (8,022,591 )

$ (5,266,666 )

Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End

6 unchanged sentences

Average Compensation Actually Paid

(5) Cumulative

Total Share Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period,

assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement

period by the Company’s share price at the beginning of the measurement period.

dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable

Analysis of the Information Presented in the

Pay versus Performance Table

The TSR value listed in each year reflects what the cumulative value of $100 would be if invested on December 31,2022, assuming the reinvestment of dividends paid during the measurement period

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

Analysis of the Information Presented in the Pay versus Performance

The Company’s executive compensation program

5 unchanged sentences

that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year.

In accordance

with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information

presented in the Pay versus Performance table.

In accordance with Item 402(v)

of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus

Performance table.

Compensation Actually Paid and Cumulative

1 unchanged sentence

“compensation actually paid” (“CAP”) to Mr.

Hayes and the average amount of CAP to the Company’s Named

Executive Officers as a group (excluding Mr.

Hayes) relative to the Company’s cumulative TSR over the three years presented

in the table.

Hayes and the average amount of CAP to the Company’s Named Executive

Officers as a group (excluding Mr.

Hayes) relative to the Company’s cumulative TSR over the three years presented in the table.

Compensation Actually Paid and Net Loss

2 unchanged sentences

Hayes and the average amount of CAP to the Company’s Named Executive officers as a group (excluding Mr.

is not aligned with the Company’s net loss over the three years presented in the table.

The Company has not used

net loss as a performance measure in the overall executive compensation program.

not aligned with the Company’s net loss over the three years presented in the table.

The Company has not used net loss as a performance

measure in the overall executive compensation program.

Option Award Disclosure

We provide the following discussion of the timing

of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K.

generally makes equity grants at varying times throughout the year, as business needs arise and our Board or Compensation Committee determine

are appropriate.

In 2025, due to the extraordinary efforts by Mr.

Hayes and Mr.

Wool to enlarge our advisory board with qualified persons

and close a registered direct and private placement offering, the Compensation Committee awarded options to Mr.

Hayes and Mr.

connection with such awards, which were subject to the approval of our shareholders, the Compensation Committee considered material nonpublic

information related to the advisory board and direct and private placement offerings and determined it was appropriate to make the grants

just prior to the announcement of such events.

The Company did not time the disclosure of material nonpublic information for the purpose

of affecting the value of executive compensation.

Number of Securities Underlying the Award

Exercise Price of the Award ($/Sh)

Grant Date Fair Value of the Award

the Securities

Underlying the

Award Between

Disclosure of

and the Trading

Day Beginning

Following the

Disclosure of

Anthony Hayes

February 10, 2025

Director Compensation

5 unchanged sentences

To be paid to the Chairman of the Board upon election annually.

Annual Equity Award

In FY 2025, the Company made a one-time fully-vested Stock Grant to

each board member

Since our CEO, Anthony Hayes, became the Chairman

of our Board in the latter half of 2023, no director has received the additional retainer for service as Chairman of the Board.

1, 2026, the Annual Retainer to be paid in cash in four equal quarterly installments to non-employee directors increased to $80,000.

The following table summarizes the compensation

5 unchanged sentences

All Other Compensation

Vander Zanden (3)

Brian Parsley (2)

Tim Ledwick (3)

3 unchanged sentences

Ronald Lieberman (7)

All stock awards were granted in accordance with ASC Topic 718 – Compensation – Stock Compensation .

As of December 31, 2024, the aggregate number of stock and option awards held by each director was as follows:

Vander Zanden holds 2,941 option awards;

Ledwick holds 2,941 option awards;

Blattner holds 2,941 option awards;

Dudley holds 2,941 option awards.

Vander Zanden was paid $48,750 in cash compensation for his service as a director in 2024.

Vander Zanden retired from our board at the end of the third quarter 2024.

Ledwick was paid $65,000 in cash compensation for his service as a director in 2024.

Blattner was paid $65,000 in cash compensation for his service as a director in 2024.

Dudley was paid $65,000 in cash compensation for his service as a director in 2024.

Haug was paid $65,000 in cash compensation for his service as a director in 2024.

Lieberman did not earn any cash compensation for his service as a director in 2024, which began on December 20, 2024.

During 2024, Mr.

Lieberman also served on the Company’s Advisory Board, for which he earned $3,551.

(1) As of December 31, 2025, the aggregate number of stock and option awards held by each director was as

● Tim Ledwick holds 2,941 option awards;

19,886 stock awards;

stock award that vest on September 30, 2026;

8,783 shares purchased;

17,290 warrants exercisable;

● Gregory Blattner holds 2,941 option awards;

19,471 stock awards;

28,818 warrants exercisable;

● Robert Dudley holds 2,941 option awards;

19,470 stock awards.

Parsley joined the Board toward the end of the third quarter of 2025.

Ledwick left the Board and became the Company’s interim CFO at the beginning of the fourth quarter

of 2025.The amounts reported in the “Fees earned or paid in cash” reflect his compensation as a member of the Board.

$48,750 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025.

reported in the “Stock Awards” column includes his director stock award and his award of 316,346 restricted shares, which

will vest in full on September 30, 2026, that were granted in connection with his agreement to become the Company’s Chief Financial

The compensation reported in the “All Other Compensation” column reflects his other compensation for service as our

CFO, which includes $87,500 in base salary, $1,750 in 401(k) matching contributions, $141 in health benefits, and $5,400 in dividends

on company stock awards.

Blattner earned $65,000 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends

for his service as a director in 2025.

Dudley passed away in the third quarter of 2025.

For his service in 2025, Mr.

Dudley earned $48,750

in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his service as a director in 2025.

Haug $65,000 in cash compensation, $61,600 in stock compensation, and $5,400 in dividends for his

service as a director in 2025.

Lieberman left the board in the second quarter of 2025 and is a

member of the Advisory Board.

He earned $32,500 for his service as a director, $61,600 in stock compensation as a director, $924,000 in

stock compensation as a member of our advisory board, $86,400 in dividends, and $32,500 for his service as a member of our advisory board,

with the latter two items reported in the “All Other Compensation” column.

(8) The amount reported in this column represents the aggregate grant date

fair value of stock granted to our directors during 2025, as calculated in accordance with FASB ASC Topic 718.

We provide information

regarding the assumptions used to calculate the value of all awards made to our directors in Note 3 to the consolidated financial statements

included in this annual report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

13 unchanged sentences

Equity compensation plans not approved by security holder

of options to acquire 24,274 shares of common stock under the 2014 Equity Incentive Plan and 352,380 shares of common stock under the

2022 Equity Incentive Plan.

of shares of common stock available for future issuance under our equity incentive plans.

Beneficial Ownership of our Capital Stock by

Certain Beneficial Owners and Management

The following tables set forth certain information concerning the number

of shares of our common stock, Series D Convertible Preferred Stock (the “Series D Preferred Stock”) and Series D-1 Convertible

Preferred Stock (the “Series D-1 Preferred Stock”) owned beneficially as of April 15, 2025 by (i) our officers and directors

as a group and (ii) each person (including any group) known to us to own more than 5% of our common stock, Series D Preferred Stock and

Series D-1 Preferred Stock.

As of April 15, 2025 there were 14,643,897 shares of common stock outstanding, 3,825 shares of Series D Preferred

Stock outstanding and 834 shares of Series D-1 Preferred Stock outstanding.

Unless otherwise indicated, it is our understanding and belief

that the stockholders listed possess sole voting and investment power with respect to the shares shown.

(1) Consists of options to acquire 17,646 shares of common stock under

the 2014 Equity Incentive Plan and 10,055,000 shares of common stock under the 2022 Equity Incentive Plan.

(2) Consists of shares of common stock available for future issuance

under our equity incentive plans.

Beneficial Ownership of our Capital Stock

by Certain Beneficial Owners and Management

The following tables set forth certain information

concerning the number of shares of our common stock, Series D Convertible Preferred Stock (the “Series D Preferred Stock”)

and Series D-1 Convertible Preferred Stock (the “Series D-1 Preferred Stock”) owned beneficially as of March 27, 2026 by (i)

our officers and directors as a group and (ii) each person (including any group) known to us to own more than 5% of our common stock,

Series D Preferred Stock and Series D-1 Preferred Stock.

As of March 27, 2026 there were 22,613,781 shares of common stock outstanding,

3,825 shares of Series D Preferred Stock outstanding and 834 shares of Series D-1 Preferred Stock outstanding.

Unless otherwise indicated,

it is our understanding and belief that the stockholders listed possess sole voting and investment power with respect to the shares shown.

Beneficially Owned

2 unchanged sentences

Name of Beneficial Owner(1)

Directors And Executive Officers

Anthony Hayes

9,753,814 (2)

Robert Dudley

Brian Parlsey

Gregory James Blattner

10,453,818 (6)

1,257,216 (7)

Christopher Devall

Ronald Lieberman

All Directors and Officers as a Group (7 persons)

Blue Finn Group LLC

5% or Greater Stockholders

Douglas Armstrong

2 unchanged sentences

Chai Lifeline Inc.

than 1% of the outstanding shares of the Company’s common stock.

Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract,

arrangement, understanding, relationship or otherwise has or shares:

(i) voting power, which includes the power to vote or to direct

the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares

may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose

of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares

(for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage

ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person

(and only such person) by reason of these acquisition rights.

Unless otherwise noted, the business address of each of the following entities

or individuals is 725 Fifth Avenue, 22 nd Floor, New York, NY 10022.

(2) Includes 1,742,873 shares of common stock and 2,941 options for purchase

of shares of common stock, which are exercisable within 60 days of April 15, 2025.

Less than 1% of the outstanding shares of the Company’s common stock.

(1) Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person

who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

power, which includes the power to vote or to direct the voting of shares;

and (ii) investment power, which includes the power to

dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example,

persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person

if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which

the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include

the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(2) Includes 4,750,873 shares of common stock and 5,002,941 options for

purchase of shares of common stock, which are exercisable within 60 days of March 27, 2026.

(3) Includes 344,876 shares of common stock, 2,941 options for purchase

of shares of common stock and 17,290 warrants for purchase of shares of common stock, which are exercisable within 60 days of April 15,

of shares of common stock, and 17,290 warrants for purchase of shares of common stock, which are exercisable within 60 days of March 27,

(4) Includes 25,000 shares of common stock issued in January 2026.

(5) Includes 44,471 shares of common stock and 2,941 options for purchase

of shares of common stock, which are exercisable within 60 days of April 15, 2025.

(5) Includes 33,879 shares of common stock, 2,941 options for purchase

of shares of common stock and 28,818 warrants for purchase of shares of common stock, which are exercisable within 60 days of April 15,

1,171,601 shares of common stock.

1,257,216 shares of common stock.

(8) Includes 24,409 shares of common stock and 28,818 warrants for purchase

of shares of common stock, which are exercisable within 60 days of April 15, 2025.

(9) Includes 32,103 restricted stock awards for purchase of shares of common

stock, which are exercisable within 60 days of April 15, 2025.

On September 15, 2024, Mr.

Way resigned as Chief Financial Officer of the

of shares of common stock, and 28,818 warrants for purchase of shares of common stock, which are exercisable within 60 days of March 27,

(6) Includes 4,196,602 shares of common stock and 5,000,000 options for

purchase of shares of common stock, which are exercisable within 60 days of March 27, 2026, and 1,257,216 shares of common stock directly

and beneficially owned by Mr.

Wool’s spouse, Soo Yu, which are deemed beneficially owned by Mr.

(7) Includes 49,409 shares of common stock and 28,818 warrants for purchase

of shares of common stock, which are exercisable within 60 days of April 15, 2025.

of shares of common, which are exercisable within 60 days of March 27, 2026.

(8) Includes 155,702 shares of common stock and 57,636 warrants for purchase

of shares of common stock, which are exercisable within 60 days of April 15, 2025.

According to a Schedule 13G filed by Donald J.

with the SEC on February 24, 2025.

The business address of Donald J.

is 115 Eagle Tree Terrace, Jupiter, Florida 33477.

According to a Schedule 13G filed by Eric Trump with the SEC on February 24, 2025.

The business address of Eric Trump is 115 Eagle Tree Terrace, Jupiter, Florida 33477.

According to a Schedule 13G filed by Blue Finn Group LLC with the SEC on March 3, 2025.

The business address of Blue Finn Group LLC.

is 4843 Three Oaks Blvd., Sarasota, FL 34233.

Represents 10 shares of common stock issuable upon conversion of the

Series D Preferred Stock, which are convertible within 60 days of April 15, 2025.

of shares of common stock, which are exercisable within 60 days of March 27, 2026.

(9) Represents 10 shares of common stock issuable upon conversion of the Series D Preferred Stock,

which are convertible within 60 days of the Record Date.

The business address of Daniel W.

Armstrong is 611 Loch

Chalet Ct, Arlington, TX 76012-3470.

Represents 4 shares of common stock issuable upon conversion of the

Series D Preferred Stock, which are convertible within 60 days of April 15, 2025.

Armstrong is 611 Loch Chalet Ct,

Arlington, TX 76012-3470.

(10) Represents 4 shares of common stock issuable upon conversion of the Series D Preferred Stock,

which are convertible within 60 days of the Record Date.

The business address of R.

Douglas Armstrong is 570 Ocean

Apt 201, Juno Beach, FL 33408-1953.

Represents 7 shares of common stock issuable upon conversion of the

Series D Preferred Stock, which are convertible within 60 days of April 15, 2025.

The business address of Francis Howard is 376 Victoria

Place, London, SW1 V1AA, United Kingdom.

Represents 9 shares of common stock issuable upon conversion of the

Series D Preferred Stock, which are convertible within 60 days of April 15, 2025.

The business address of Charles Strogen is 6 Winona Ln,

Sea Ranch Lakes, FL 33308-2913.

Represents 7 shares of common stock issuable upon conversion of the

Series D-1 Preferred Stock, which are convertible within 60 days of April 15, 2025.

Douglas Armstrong is 570 Ocean Dr.

201, Juno Beach, FL 33408-1953.

(11) Represents 7 shares of common stock issuable upon conversion of the Series D Preferred Stock,

which are convertible within 60 days of the Record Date.

The business address of Francis Howard is 376 Victoria Place, London, SW1

V1AA, United Kingdom.

(12) Represents 9 shares of common stock issuable upon conversion of the Series D Preferred Stock,

which are convertible within 60 days of the Record Date.

The business address of Charles Strogen is 6 Winona Ln, Sea Ranch Lakes,

FL 33308-2913.

(13) Represents 7 shares of common stock issuable upon conversion of the Series D-1 Preferred

Stock, which are convertible within 60 days of the Record Date.

The business address of Chai Lifeline Inc.

30th Street, Fl.

is 151 West 30 th Street,

3, New York, NY 10001-4027.

34 unchanged sentences

The current Board of Directors consists of:

Anthony Hayes, Mr.

Robert Dudley, Mr.

Brian Parsley, Mr.

Kyle Wool, Mr.

Gregory James Blattner, Ms.

Kyle Haug and Mr.

The Board of Directors has determined that Mr.

Blattner, Mr.

Lieberman are independent directors

within the meaning of the applicable Nasdaq rules.

Our Audit, Compensation, and Nominating Committees consist solely of independent directors.

Gregory James Blattner and Mr.

The Board has determined that

Blattner, and Mr.

Haug are independent directors within the meaning of the applicable Nasdaq rules.

Audit, Compensation, and Nominating Committees consist solely of independent directors.

Our Audit, Compensation, and Nominating Committees

consist solely of independent directors.

In addition to the compensation arrangements with

2 unchanged sentences

● the Company has been or is to be a participant;

● the amounts involved exceed the lesser of (i)

$120,000 or (ii) one percent of our average total assets at year-end for the last two completed fiscal years;

● any of our directors, executive officers or holders

of more than 5% of our outstanding common stock, or any immediate family member of, or person sharing the household with, any of these

individuals or entities, had or will have a direct or indirect material interest.

● the amounts involved exceed the lesser of (i) $120,000 or (ii) one percent of our average total assets

at year-end for the last two completed fiscal years;

● any of our directors, executive officers or holders of more than 5% of our outstanding common stock, or

any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct

or indirect material interest.

Underwriting with Revere Securities, LLC

1 unchanged sentence

Securities, LLC (“Revere”) to assist in the management and building of the Company’s investment processes.

our President, was previously a member of the board of directors of Revere until June 2023, and currently holds approximately 19% of Revere’s

outstanding equity.

From time to time, the Company participates in offerings of securities as an underwriter in transactions in which

Revere is also participating as an underwriter.

On such transactions, the Company earned approximately $930,000 and $108,000 during the

years ending December 31, 2024, and 2023, respectively.

The Company incurred referral fees of approximately $50,000 and $80,000 during

the years ending December 31, 2024, and 2023, respectively.

one of the Company’s board members, was previously a member of the board of directors of Revere until June 2023 and held approximately

30% of Revere’s outstanding equity until May 20, 2025.

From time to time, Company participates in offerings of securities as

an underwriter in transactions in which Revere is also participating as an underwriter.

On such transactions, the Company earned approximately

$5.8 million and $930,000 during the years ending December 31, 2025, and 2024, respectively.

Additionally, the Company incurred referral

fees of $50,000 during the year ending December 31, 2024.

These fees are included in general and administrative expenses in the consolidated

statements of operations.

As of May 20, 2025, Kyle Wool no longer holds an equity interest in Revere.

SPV Investments

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 condensed 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.

Dominari IM LLC (“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.

On certain transactions, Dominari Securities earns

3 unchanged sentences

These fees are consolidated

and reported under revenues in the Company’s condensed consolidated statements of operations.

and reported under revenues in the Company’s consolidated statements of operations.

February 2025 Financings

15 unchanged sentences

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.

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.

Directors and Officers

9 unchanged sentences

Ronald Lieberman, a member of the Board of Directors

purchased 21,613 unregistered shares of common stock, 21,613 unregistered Series A warrants to purchase up to 21,613 shares of common

stock and 21,613 unregistered Series B Warrants to purchase up to 21,613 shares of common stock for an aggregate purchase price of $75,000.

at the time, purchased 21,613 unregistered shares of common stock, 21,613 unregistered Series A warrants to purchase up to 21,613 shares

of common stock and 21,613 unregistered Series B Warrants to purchase up to 21,613 shares of common stock for an aggregate purchase price

Gregory Blattner and Kyle Haug, members of the

2 unchanged sentences

purchase price of $50,000, respectively.

Ledwick, a member of the Board of Directors,

purchased 8,645 unregistered shares of common stock, 8,645 unregistered Series A warrants to purchase up to 8,645 shares of common stock

and 8,645 unregistered Series B Warrants to purchase up to 8,645 shares of common stock for an aggregate purchase price of $30,000.

5% or More Stockholders

Certain 5% or more stockholders of the Company’s

outstanding common stock also participated in the February 2025 Financings:

purchased 216,138 shares

of common stock, 216,138 Series A warrants to purchase up to 216,138 shares of common stock and 216,138 Series B Warrants to purchase

up to 216,138 shares of common stock for an aggregate purchase price of $1,000,000.

Eric Trump purchased 216,138 shares of common

stock, 216,138 Series A warrants to purchase up to 216,138 shares of common stock and 144,092 Series B Warrants to purchase up to 216,138

shares of common stock for an aggregate purchase price of $1,000,000.

Blue Finn Group LLC purchased 819,884 shares of

common stock, 819,884 Series A warrants to purchase up to 819,884 shares of common stock and 819,884 Series B Warrants to purchase up

to 819,884 shares of common stock for an aggregate purchase price of $2,845,000.

Ledwick, our Chief Financial Officer, purchased

8,645 unregistered shares of common stock, 8,645 unregistered Series A warrants to purchase up to 8,645 shares of common stock and 8,645

unregistered Series B Warrants to purchase up to 8,645 shares of common stock for an aggregate purchase price of $30,000.

Advisory Agreements

11 unchanged sentences

additional 550,000 shares of common stock in the aggregate to the Advisors.

On December 1, 2025, the Company entered into a certain advisory agreement

to appoint Jamie McCourt (the “Advisor”) as a member of the Company’s advisory board.

The agreement may be terminated

by either party at any time, with or without cause, upon five (5) days written notice to the other party.

The Company issued the Advisor

a stock option (the “Option”) to purchase fifty thousand (50,000) shares of the Company’s common stock, par value $0.0001

per share (the “Shares”) with an exercise price equal to the closing share price of the Company’s common stock on December

1, 2025 (the “Grant Date”).

One half of the Option vested and became exercisable on the Grant Date, and one half of the Option

shall vest and become exercisable during its term on June 1, 2026, in the manner and subject to the terms and conditions of the Dominari

Holdings Inc.

2022 Equity Incentive Plan (the “Plan”) and the Stock Option Grant Agreement (the “Grant Agreement”).

We have not adopted written policies and procedures

24 unchanged sentences

Consolidated Financial Statement Schedules

Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated April 24, 2014 (incorporated by reference to Form 8-K filed April 25, 2014)

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated March 2, 2016 (incorporated by reference to Form 8-K filed March 18, 2016)

Amended and Restated Bylaws of Spherix Incorporated (incorporated by reference to Form 8-K filed October 15, 2013)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Spherix Incorporated, effective March 4, 2016 (incorporated by reference to Form 10-K filed March 29, 2016)

and Restated Certificate of Incorporation of Spherix Incorporated, dated April 24, 2014 (incorporated by reference to Form 8-K filed

April 25, 2014)

of Amendment of the Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated March 2, 2016 (incorporated

by reference to Form 8-K filed March 18, 2016)

and Restated Bylaws of Spherix Incorporated (incorporated by reference to Form 8-K filed October 15, 2013)

of Amendment to the Amended and Restated Certificate of Incorporation of Spherix Incorporated, effective March 4, 2016 (incorporated

by reference to Form 10-K filed March 29, 2016)

Second Amended and Restated Bylaws of AIkido Pharma Inc.

(incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed October 5, 2020)

Amendment No.

1 to the Second Amended and Restated Bylaws of AIkido Pharma Inc.

(incorporated by reference to Form 8-K filed on November 9,

Certificate of Amendment to Amended and Restated Certificate of Incorporation of AIkido Pharma Inc., effective on June 7, 2022 (incorporated by reference to Form 8-K filed on June 10, 2022)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of AIkido Pharma Inc., effective on December 22, 2022 (incorporated by reference to Form 8-K filed on December 22, 2022)

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Form 8-K filed on April 4, 2013)

Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock (incorporated by reference to Form 8-K filed on November 29, 2013)

Certificate of Designation of Preferences, Rights and Limitations of Series Q Preferred Stock (incorporated by reference to Form 8-K filed on October 17, 2023)

Specimen Certificate for common stock, par value $0.0001 per share, of Spherix Incorporated (incorporated by reference to Form S-3/A filed April 17, 2014)

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Form 10-K filed on March 31, 2023)

Rights Agreement, dated as of October 11, 2023, by and between Dominari Holdings Inc., as the Company, and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Form 8-K filed on October 17, 2023)

Form of Series A Warrant (incorporated by reference to Form 8-K filed on February 12, 2025)

Form of Series B Warrant (incorporated by reference to Form 8-K filed on February 12, 2025)

Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed December 20, 2013)

Amendment to Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed on March 28, 2014)

Form of Indemnification Agreement (incorporated by reference to the Form 8-K filed on September 10, 2013)

Employment Agreement, effective as of April 1, 2016, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to Form 8-K filed May 26, 2016)

Amendment to Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on October 25, 2017)

Technology Monetization Agreement, dated as of March 11, 2016, and amended as of April 22, 2016, April 27, 2016 and May 22, 2016, by and between Spherix Incorporated and Equitable IP Corporation (incorporated by reference to Form 8-K filed August 2, 2016)

Amendment to Aikido Pharma Inc.

2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed October 5, 2020)

Form of Securities Purchase Agreement Between AIKido Pharma Inc.

and the Investors thereto, dated February 24, 2022 (incorporated by reference to Form 8-K filed on March 2, 2022)

Confirmation of Mutual Understanding Between Aikido Pharma Inc.

and each of the Warrant Holders, dated as of March 24, 2022 (incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 28, 2022)

of Amendment to Amended and Restated Certificate of Incorporation of AIkido Pharma Inc., effective on June 7, 2022 (incorporated

by reference to Form 8-K filed on June 10, 2022)

of Amendment to Amended and Restated Certificate of Incorporation of AIkido Pharma Inc., effective on December 22, 2022 (incorporated

by reference to Form 8-K filed on December 22, 2022)

of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Form

8-K filed on April 4, 2013)

of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock (incorporated by reference to Form

8-K filed on November 29, 2013)

of Designation of Preferences, Rights and Limitations of Series Q Preferred Stock (incorporated by reference to Form 8-K filed on

October 17, 2023)

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Dominari Holdings Inc.

Certificate for common stock, par value $0.0001 per share, of Spherix Incorporated (incorporated by reference to Form S-3/A filed

April 17, 2014)

of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Form 10-K filed on

March 31, 2023)

Agreement, dated as of October 11, 2023, by and between Dominari Holdings Inc., as the Company, and Continental Stock Transfer &

Trust Company, as Rights Agent (incorporated by reference to Form 8-K filed on October 17, 2023)

of Series A Warrant (incorporated by reference to Form 8-K filed on February 12, 2025)

of Series B Warrant (incorporated by reference to Form 8-K filed on February 12, 2025)

Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed

December 20, 2013)

to Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF

14A filed on March 28, 2014)

of Indemnification Agreement (incorporated by reference to the Form 8-K filed on September 10, 2013)

Agreement, effective as of April 1, 2016, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to Form

8-K filed May 26, 2016)

to Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on

October 25, 2017)

Monetization Agreement, dated as of March 11, 2016, and amended as of April 22, 2016, April 27, 2016 and May 22, 2016, by and between

Spherix Incorporated and Equitable IP Corporation (incorporated by reference to Form 8-K filed August 2, 2016)

to Aikido Pharma Inc.

2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF

14A filed October 5, 2020)

of Securities Purchase Agreement Between AIKido Pharma Inc.

and the Investors thereto, dated February 24, 2022 (incorporated by reference

to Form 8-K filed on March 2, 2022)

of Mutual Understanding Between Aikido Pharma Inc.

and each of the Warrant Holders, dated as of March 24, 2022 (incorporated by reference

from the Company’s Annual Report on Form 10-K filed on March 28, 2022)

AIkido Pharma Inc.

2022 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed October 21, 2022)

Employment Agreement, Made and Entered into as of July 1, 2022, By and Between AIkido Pharma Inc.

and Christopher Devall (incorporated by reference to Form 8-K Filed on January 6, 2023)

Amendment to Employment Agreement, dated as of January 1, 2023, By and Between Dominari Holdings Inc.

and Christopher Devall (incorporated by reference to Form 8-K filed on January 6, 2023)

Amended and Restated Membership Interest Purchase Agreement, dated as of March 27, 2023, by and among Fieldpoint Private Securities, LLC, Fieldpoint Private Bank & Trust, and Dominari Financial Inc.

Agreement, Made and Entered into as of July 1, 2022, By and Between AIkido Pharma Inc.

and Christopher Devall (incorporated by reference

to Form 8-K Filed on January 6, 2023)

to Employment Agreement, dated as of January 1, 2023, By and Between Dominari Holdings Inc.

and Christopher Devall (incorporated

by reference to Form 8-K filed on January 6, 2023)

and Restated Membership Interest Purchase Agreement, dated as of March 27, 2023, by and among Fieldpoint Private Securities, LLC,

Fieldpoint Private Bank & Trust, and Dominari Financial Inc.

(incorporated by reference to Form 8-K filed on March 28, 2023)

Employment Agreement, Made and Entered into as of March 29, 2023, By and Between Dominari Holdings Inc.

Agreement, Made and Entered into as of March 29, 2023, By and Between Dominari Holdings Inc.

and George M.

Way (incorporated by reference to Form 8-K filed on April 3, 2023)

Way (incorporated by reference

to Form 8-K filed on April 3, 2023)

Employment Agreement, Made and Entered into as of April 3, 2023, By and Between Dominari Securities LLC and Soo Yu (incorporated by reference to Form 10-Q filed on May 11, 2023)

Amendment to Employment Agreement, Made and Entered into as of April 19, 2023, By and Between Dominari Securities LLC and Soo Yu (incorporated by reference to Form 10-Q filed on May 11, 2023)

Form of RD Purchase Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)

Form of PIPE Purchase Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)

Form of Advisory Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)

Form of Stock Option Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)

Insider Trading Policy

to Employment Agreement, Made and Entered into as of April 19, 2023, By and Between Dominari Securities LLC and Soo Yu (incorporated

by reference to Form 10-Q filed on May 11, 2023)

of RD Purchase Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)

of PIPE Purchase Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)

of Advisory Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)

of Stock Option Agreement (incorporated by reference to Form 8-K filed on February 12, 2025)

Amendment No.

1 to Dominari Holdings Inc.

2022 Equity Incentive Plan (included as Annex A to the Company’s Definitive Proxy Statement, filed with the Commission on March 10, 2025)

Amendment No.

2 to Dominari Holdings Inc.

2022 Equity Incentive Plan (included as Annex A to the Company’s Definitive Proxy Statement, filed with the Commission on November 10, 2025)

Amendment No.

3 to Dominari Holdings Inc.

2022 Equity Incentive Plan (included as Annex A to the Company’s Definitive Proxy Statement, filed with the Commission on February 6, 2026)

Amendment to Employment Agreement, Made and Entered into as of June 24, 2025, By and Between Dominari Securities LLC and Anthony Hayes (incorporated by reference to Form 8-K filed on June 27, 2025)

Amendment to Employment Agreement, Made and Entered into as of June 24, 2025, By and Between Dominari Securities LLC and Kyle Wool (incorporated by reference to Form 8-K filed on June 27, 2025)

Amendment to Employment Agreement, Made and Entered into as of March 20, 2026, By and Between Dominari Securities LLC and Anthony Hayes (incorporated by reference to Form 8-K filed on March 23, 2026)

Amendment to Employment Agreement, Made and Entered into as of March 20, 2026, By and Between Dominari Securities LLC and Kyle Wool (incorporated by reference to Form 8-K filed on March 23, 2026)

Insider Trading Policy (incorporated by reference to the Form 10-K filed on April 15, 2025)

List of Subsidiaries

Consent of Marcum LLP

Consent of CBIZ

Certification of Principal Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy (incorporated by reference to Form 10-K filed on April 1, 2024)

Clawback Policy (incorporated by reference to Form 10-K filed on April 1, 2024)

Inline XBRL Instance Document

15 unchanged sentences

Anthony Hayes

April 15, 2025

March 31, 2026

Chief Executive Officer and Chairman

4 unchanged sentences

Chief Executive Officer and Chairman

April 15, 2025

March 31, 2026

Anthony Hayes

(Principal Executive Officer)

Chief Financial Officer

March 31, 2026

(Principal Financial Officer and Accounting Officer

/s/ Kyle Wool

President and Director

April 15, 2025

/s/ Robert Dudley

April 15, 2025

Robert Dudley

March 31, 2026

/s/ Brian Parsley

March 31, 2026

Brian Parsley

/s/ Gregory James Blattner

April 15, 2025

March 31, 2026

Gregory James Blattner

April 15, 2025

/s/ Kyle Haug

April 15, 2025

/s/ Ronald Lieberman

April 15, 2025

Ronald Lieberman

March 31, 2026

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 9A. Controls and Procedures