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Item 8. Financial Statements and Supplementary Data

2023-03-28 compared with 2022-03-11 · 334 added, 193 removed, 134 unchanged (80% of the section changed)

STATEMENTS AND SUPPLEMENTARY DATA.

FINANCIAL STATEMENTS AND

SUPPLEMENTARY DATA.

Index to the Consolidated Financial Statements

Financial Statements of Wright Investors’

Service Holdings, Inc.

Report of Independent Registered Public Accounting Firm –

Report of Independent Registered Public Accounting Firm – (PCAOB ID:

Consolidated Statements of Operations - Years ended December 31, 2022 and 2021

Consolidated Statement of Comprehensive Loss – Years ended December 31, 2022 and 2021 13

Consolidated Balance Sheets - December 31, 2022 and 2021

Consolidated Statements of Cash Flows - Years ended December 31, 2022 and 2021 15

Consolidated Statements of Changes in Stockholders’

Equity –

Years ended December 31, 2021 and 2020

Consolidated Statements of Changes in Stockholders’ Equity –Years ended December 31, 2022 and 2021 16

Notes to Consolidated Financial Statements 17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders of

Wright Investors’

Service Holdings, Inc.

Wright Investors' Service Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wright Investors’

Service Holdings, Inc.

(the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’

equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Wright Investors' Service Holdings, Inc.

(the “Company”) as of December 31, 2022 and 2021, and the related

consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years

then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021,

and the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ EisnerAmper LLP

We have served as the Company’s auditor since 2004

We have served as the Company’s auditor

EISNERAMPER LLP

Fort Lauderdale, Florida

March 11, 2022

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

7 unchanged sentences

Loss from operations before income taxes

Income tax (expense) benefit

Income tax expense

Basic and diluted weighted average common shares outstanding

Basic and diluted loss per share

See accompanying notes to consolidated financial statements.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

See accompanying notes to consolidated financial

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

Years Ended December 31,

Unrealized gain on available for sale debt securities

Comprehensive loss

See accompanying notes to consolidated financial

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

2 unchanged sentences

Cash and cash equivalents

Investments in U.S.

Treasury Bills

Income tax receivable

1 unchanged sentence

Total current assets

Liabilities and stockholders’

Liabilities and stockholders’ equity

Current liabilities

2 unchanged sentences

Total liabilities

Stockholders’

Preferred stock, par value $ 0.01 per share, authorized

10,000,000 shares;

Common stock, par value $ 0.01 per share, authorized

30,000,000 shares;

Issued 21,025,748 and 20,654,996 as of December 31, 2021, 2020, respectively;

Outstanding 20,210,529 and 19,839,777 as of December 31, 2021 and 2020, respectively;

Commitments and Contingencies – Note 9

Stockholders’ equity

Preferred stock, par value $ 0.01 per share, authorized 10,000,000 shares;

Common stock, par value $ 0.01 per share, authorized 30,000,000 shares;

Issued 21,343,680 and 21,025,748 as of December 31, 2022 and 2021, respectively;

Outstanding 20,335,711 and 20,210,529 as of December 31, 2022 and 2021, respectively;

285,000 and 215,632 shares issuable as of December 31, 2022 and 2021, respectively.

1 unchanged sentence

Accumulated deficit

Treasury stock, at cost ( 815,219 shares at December 31, 2021 and 2020, respectively)

Total stockholders’

Total liabilities and stockholders’

See accompanying notes to consolidated financial statements.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

Accumulated other comprehensive income

Treasury stock, at cost ( 1,007,969 and 815,219 shares at December 31, 2022 and 2021, respectively)

Total stockholders' equity

Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

3 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Equity based compensation, including issuance of stock to directors

Equity based compensation, including vesting of stock to directors

Gain on extinguishment of debt

Changes in other operating items:

Deferred tax asset

Income tax receivable

Prepaid expenses, other current assets, and other assets

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash used in operating activities

Cash flows from investing activities

Investments in U.S.

Treasury Bills

Proceeds from redemption of U.S.

Cash flows from investing

Purchase of U.S.

Treasury Bills

Net cash provided by investing activities

Cash flows from financing activities

Proceeds from loan

Net cash provided by financing activities

Net cash used in investing activities

flows from financing activities

Purchase of Treasury Stock

Net cash used in financing activities

Net decrease in cash and cash equivalents

3 unchanged sentences

Net cash paid during the year for Income taxes

See accompanying notes to consolidated financial statements.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

Unrealized gain on available for sale securities

See accompanying notes to consolidated financial

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

YEARS ENDED DECEMBER 31, 2022 AND 2021

(in thousands, except share data)

Common stock (Issued)

Holders’

Balance at December 31, 2019

Comprehensive

at December 31, 2020

Equity based compensation expense

Stock based compensation expense to directors

Stock based compensation

expense to directors

Balance at December

Equity based compensation expense

Stock based compensation expense to directors

Purchase of Treasury Stock

Other Comprehensive Income

Stock based compensation

expense to directors

Balance at December

See accompanying notes to consolidated financial statements.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

See accompanying notes to consolidated financial

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

1 unchanged sentence

Description of activities

Wright Investors’

Service Holdings, Inc.

(the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents, and is therefore considered a shell company, as defined in U.S.

(the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents

and investments in U.S.

Treasury Bills, and is therefore considered a shell company, as defined in U.S.

securities laws and regulations.

The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.

The Company intends to evaluate and explore all available strategic options.

The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being

engaged in those activities.

The Company intends to

evaluate and explore all available strategic options.

The Company will continue to work to maximize stockholder value.

Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth.

The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents.

Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets.

Such strategic

options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships

or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth.

directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents.

Until such time

as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade,

short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and

avoidance of speculation.

The Company may be classified

as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets, exclusive of

government securities.

As of December 31, 2022, the Company is not considered an inadvertent investment company.

1 unchanged sentence

Principles of consolidation .

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, all of which are inactive.

All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements include

the accounts of the Company and its wholly-owned subsidiaries, all of which are inactive.

All significant intercompany accounts and transactions

have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from these estimates.

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results

could differ from these estimates.

Cash and cash equivalents

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase.

Cash equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in treasury bills.

Cash equivalents represent short-term, highly

liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase.

equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in U.S.

Treasury Bills.

Cash and cash equivalents amounted to approximately $ 90,000 and $ 5,396,000 at December 31, 2022 and 2021, respectively.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

WRIGHT INVESTORS’ SERVICE HOLDINGS,

Notes to Consolidated Financial Statements

1 unchanged sentence

Investment Valuation

The Company carries its investments at fair value.

Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date).

Fair value measurements are not adjusted for transaction costs.

A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available.

The Company carries its investments

at fair value.

Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date).

measurements are not adjusted for transaction costs.

A fair value hierarchy provides for prioritizing inputs to valuation techniques used

to measure fair value into three levels:

Unadjusted quoted prices in active markets for identical assets or liabilities.

Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Level 3 Unobservable inputs.

Unobservable inputs.

Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Availability of observable inputs can vary and is affected by a variety of factors.

The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

As of December 31, 2021, and 2020, the Company held $ 5,250,000 and $ 5,950,000 in U.S.

An asset or liability's level

within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

of observable inputs can vary and is affected by a variety of factors.

The Company uses judgment in determining fair value of assets and

liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

As of December 31,

2022, and 2021, the Company held $ 4,130,000 and $ 5,250,000 in U.S.

government securities.

government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.

government securities are valued using

a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and

reference data.

Certain securities are valued principally using dealer quotations.

Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange.

government securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities.

government securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents on the consolidated balance sheets as of December 31, 2021 and 2020.

The following table presents the Company’s financial instruments at fair value (in thousands):

Money market funds are valued at the closing price

reported by the fund sponsor from an actively traded exchange.

government securities are categorized in Level 2 of the fair value

hierarchy, depending on the inputs used and market activity levels for specific securities.

government securities, which

have maturities of three months or less at time of purchase , are reported as Cash and cash equivalents on

the consolidated balance sheets as of December 31, 2022 and 2021.

Short-term investments in marketable

securities have a stated maturity of twelve months or less from the balance sheet date.

These securities are considered as available for

sale and are reported at fair value.

Unrealized gains and losses would be recorded net of tax as a component of Accumulated other comprehensive

income within Shareholders' equity.

Declines in market value from the original cost deemed to be "other-than-temporary" are

charged to Interest and other income, net, in the period in which the loss occurs.

The Company considers both the duration for which

a decline in value has occurred and the extent of the decline in its determination of whether a decline in value has been “other

than temporary.” Realized gains and losses are calculated based on the specific identification method and are included in Interest

and other income, net, in the Consolidated Statement of Operations.

The following table presents the

Company’s financial instruments at fair value (in thousands):

Fair Value Measurements

1 unchanged sentence

Quoted Prices

Treasury bills included in cash and cash equivalents

Investments in U.S.

Treasury bills

Fair Value Measurements

1 unchanged sentence

Quoted Prices

Identical Assets

Treasury bills included in cash and cash equivalents

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

in debt securities as of December 31, 2022 are summarized by type below (in thousands).

Treasury bills

All investments

in debt securities are due in one year or less as of December 31, 2022.

Investment in undeveloped land

The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut.

The Company owns certain non-strategic assets,

including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly,

The properties were fully impaired as of December 31, 2018.

Per share data

Loss per share for the year ended December 31, 2021 and 2020, respectively, is calculated based on 20,286,936 and 19,977,927 weighted average outstanding shares of common stock, including weighted average issuable shares of 276,043 and 138,150 at December 31, 2021 and 2020, respectively.

Unvested Stock awards for 33,334 and 66,666 shares of common stock for the year ended December 30, 2021 and 2020, respectively, were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for both years.

Loss per share for the year ended December

31, 2022 and 2021, respectively, is calculated based on 20,504,457 and 20,286,936 weighted average outstanding shares of

common stock, including weighted average issuable shares of 182,905 and 276,043 at December 31, 2022 and 2021, respectively.

Unvested Stock awards for 33,334 shares

of common stock for the year ended December 31, 2021 were not included in the diluted computation as their effect would be anti-dilutive

since the Company incurred net losses for that year.

At December 31, 2022, all shares had vested and were issued.

Stock-based compensation

Stock-based compensation cost for employees is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period.

In accordance with ASU 2016-09, the Company has made the accounting policy election to continue to estimate forfeitures based upon historical occurrences.

See Note 8 to the Consolidated Financial Statements for further information regarding the Company’s stock-based compensation assumptions and expense.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses, respectively.

Stock-based compensation cost for employees is

measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite

service period, which is generally the vesting period.

In accordance with ASU 2016-09, the Company has made the accounting policy election

to continue to estimate forfeitures based upon historical occurrences.

See Note 8 to the Consolidated Financial Statements for further

information regarding the Company’s stock-based compensation assumptions and expense.

Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

rates in effect for the year in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance

requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more

likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized

in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement

with the relevant tax authority.

The Company recognizes interest and penalties on income taxes, including those related to uncertain tax

positions as interest and other expenses, respectively.

The Company had no income tax uncertainties at December 31, 2022 and 2021.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments.

Investments in cash and money market funds are insured up to $ 250,000 per depositor, per insured bank.

Investments in treasury bills are insured up to $ 500,000 .

For the years ended December 31, 2021 and 2020, a substantial portion of the Company's investments in cash and treasury bills are in excess of these limits.

Financial instruments that potentially subject

the Company to significant concentrations of credit risk consist principally of cash and investments.

Investments in cash and money market

funds are insured up to $ 250,000 per depositor, per insured bank.

Investments in U.S.

Treasury Bills are insured up to $ 500,000 .

years ended December 31, 2022 and 2021, a substantial portion of the Company's investments in cash and U.S.

Treasury Bills are in excess

of these limits.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

Certain New Accounting guidance not yet adopted

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No.

2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments", which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates.

It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.

In June 2016, the Financial Accounting Standards

Board (FASB) issued Accounting Standards Update No.

2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326):

of Credit Losses on Financial Instruments", which requires the measurement and recognition of expected credit losses for financial

assets held at amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires

the use of forward-looking information to calculate credit loss estimates.

It also eliminates the concept of other-than-temporary impairment

and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather

than as a reduction in the amortized cost basis of the securities.

These changes will result in earlier recognition of credit losses.

The standard, as amended, is effective for periods beginning after December 15, 2022 for both interim and annual periods.

Early adoption is permitted.

Early adoption

is permitted.

The Company does not expect the adoption of ASU 2016-13 to have an impact on its consolidated financial statements.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2021

Accounts payable and accrued expenses

Accounts payable and accrued expenses consist of the following (in thousands):

Accounts payable and accrued expenses consist

of the following (in thousands):

Year Ended December 31,

Accrued professional fees

The components of income tax expense (benefit) are as follows (in thousands):

The components of income tax expense (benefit) are as follows

(in thousands):

Year Ended December 31,

3 unchanged sentences

Total deferred

Total income tax (benefit) expense

For the year ended December 31, 2021, current income tax expense related to operations represents accruals of minimum state income taxes.

For the year ended December 31, 2020, the current income tax benefit related to operations represents a refundable alternative minimum tax credit net of adjustments to and accruals of minimum state income taxes.

For the year ended December 31, 2020, deferred income tax expense represents the utilization of the alternative minimum tax credit carryforward.

The difference between the benefit for income taxes computed at the statutory rate and the reported amount of tax expense (benefit) from operations is as follows:

Total income tax expense

For the year ended December 31, 2021, current income tax expense

related to operations represents accruals of minimum state income taxes.

The difference between

the benefit for income taxes computed at the statutory rate and the reported amount of tax expense (benefit) from operations is as follows:

Year ended December 31,

2 unchanged sentences

Change in valuation allowance

Deferred tax asset write-down

Non-deductible expenses

Deferred tax adjustment

Non-deductible expenses / (non-taxable income)

Effective tax rate

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

The deferred tax assets and liabilities are summarized as follows (in thousands):

The deferred tax assets and liabilities are summarized as follows (in

Deferred tax assets:

7 unchanged sentences

Net Deferred tax assets

A valuation allowance is provided when it is more likely than not that some portion of deferred tax assets will not be realized.

The valuation allowance increased / (decreased) by approximately $ 294,000 and $( 391,000 ) respectively, during the years ended December 31, 2021 and 2020.

The increase in the valuation allowance during the year ended December 31, 2021 was mainly due to increases in the net operating loss carryforward and other deferred tax assets.

The decrease in the valuation allowance during the year ended December 31, 2020 was mainly due to adjustments to the net operating loss carryforward.

The Company files a consolidated federal tax return with its subsidiaries.

As of December 31, 2021, the Company has a federal net operating loss carryforward of approximately $ 21,339,000 , of which $ 15,177,000 expires from 2031 through 2037 , and $ 6,162,000 does not expire.

The Company also has various state and local net operating loss carryforwards totaling approximately $ 5,182,000 , which expire between 2022 and 2042 , and a capital loss carryforward of approximately $ 2,690,000 , which expires between 2022 and 2024 .

State net operating loss carryforwards were reduced during the year ended December 31, 2020 by approximately $ 16,244,000 due to a change in State tax filings.

On May 1, 2020, the Company received $ 53,000 from Fieldpoint Private Bank pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make operating expense payments to support business continuity throughout the COVID-19 pandemic.

The total amount of the PPP Loan was forgiven as of January 7, 2021 and the gain on extinguishment of debt of $ 53,000 was recorded as Other Income for the year ended December 31, 2021.

A valuation allowance

is provided when it is more likely than not that some portion of deferred tax assets will not be realized.

The valuation allowance increased

by approximately $ 29,000 and $ 294,000 respectively, during the years ended December 31, 2022 and 2021.

The increases in the valuation

allowance during the years ended December 31, 2022 and 2021 were mainly due to increases in the net operating loss carryforward and other

deferred tax assets.

The Company files a consolidated

federal tax return with its subsidiaries.

As of December 31, 2022, the Company has a federal net operating loss carryforward of approximately

$ 22,395,000 , of which $ 15,177,000 expires from 2031 through 2037 , and $ 7,218,000 does not expire.

also has various state and local net operating loss carryforwards totaling approximately $ 6,239,000 , which expire between 2025 and 2043 ,

and a capital loss carryforward of approximately $ 2,371,000 , which expires in 2023.

On May 1, 2020, the Company received $ 53,000 from

Fieldpoint Private Bank pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic

Security Act (the “CARES Act”).

The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and

make operating expense payments to support business continuity throughout the COVID-19 pandemic.

The total amount of the PPP Loan was

forgiven as of January 7, 2021 and the gain on extinguishment of debt of $ 53,000 was recorded as Other Income for the year

ended December 31, 2021.

Capital Stock

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions.

At December 31, 2021 and 2020, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the authorized shares, remained available for repurchase at December 31, 2021.

During the year ended December 31, 2021, the Company issued 370,752 shares of Company common stock to directors, 66,666 stock awards vested which were not issued and there were 148,966 shares of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’

fees due to them for services in 2021.

The equity compensation awards were issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section 4(a)(2) of the 1933 Act.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

The Company’s Board of Directors, without

any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and

to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special

rights of any series of preferred stock.

The Board of Directors authorized the Company

to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated

transactions.

On April 5, 2022, in accordance with the Board of Directors’ prior authorization, the Company purchased 192,750 shares

of its common stock in a privately negotiated transaction at a price of $ 0.25 per share for an amount of approximately $ 48,000 .

Company did not repurchase any common stock during the year ended December 31, 2021.

At December 31, 2022, the Company had repurchased 2,234,721 shares

of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of December 31,

At December 31, 2021, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the authorized

shares, remained available for repurchase at December 31, 2021.

During the year ended December 31, 2022, the Company

issued 217,932 shares of Company common stock to directors, 100,000 stock awards vested and were issued and there were 285,000 shares

of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’ fees due to

them for services in 2022.

The equity compensation awards were issued pursuant to the exemption from the registration requirements of

Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section 4(a)(2) of the 1933 Act.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

1 unchanged sentence

Incentive stock plans and stock-based compensation

On February 13, 2019, 100,000 stock awards were issued to a newly appointed director of the Company.

On February 13, 2019, 100,000 stock awards were

issued to a newly appointed director of the Company.

The stock awards vest equally, annually, over 3 years.

The stock awards are valued based on the closing price of $ 0.42 of the Company’s common stock on February 13, 2019.

At December 31, 2021, 33,334 stock awards remained unvested and 66,666 shares are to be issued.

The Company recorded compensation expense of approximately $ 13,800 and $ 12,500 for the years ended December 31, 2021 and 2020, respectively, related to those stock awards.

The total unrecognized compensation expense related to these unvested stock awards at December 31, 2021 is $ 1,750 , which will be recognized over the remaining vesting period of approximately 0.1 years.

The stock awards are valued

based on the closing price of $ 0.42 of the Company’s common stock on February 13, 2019.

At December 31, 2022, all shares had vested

and were issued.

The Company recorded compensation expense of approximately

$ 1,750 and $ 13,800 for the years ended December 31, 2022 and 2021, respectively, related to those stock awards.

Common stock options

The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”).

The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017.

As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws.

As of December 31, 2021, all options were vested and there were no outstanding options under the 2007 NPDC Plan.

There were no grants, forfeitures or exercises of options during the year of 2021.

During 2021, 100,000 options with a weighted average exercise price of $ 1.29 , a weighted average contractual term of 1 years, and zero aggregate intrinsic value per share had expired.

As of December 31, 2020, all options were vested and there were outstanding options to acquire 100,000 common shares under the 2007 NPDC Plan.

All 100,000 options were vested and exercisable, having an exercise price of $ 1.29 per share, a remaining contractual term of 1 year and zero aggregate intrinsic value.

The Company adopted a stock-based compensation

plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National

Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”).

The periods during

which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after

December 20, 2017.

As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of

Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the

securities laws.

As of December 31, 2022, all options were vested

and there were no outstanding options under the 2007 NPDC Plan.

There were no grants, forfeitures or exercises of options during the year

As of December 31, 2021, all options were vested and there were no

outstanding options under the 2007 NPDC Plan.

There were no grants, forfeitures or exercises of options during the year of 2021.

During 2020, 450,000 options with a weighted average exercise price of $ 1.36 , a weighted average contractual term of 2 years, and zero aggregate intrinsic value per share had expired.

2021, 100,000 options with a weighted average exercise price of $ 1.29 , a weighted average contractual term of 1 year, and zero aggregate

intrinsic value per share had expired.

Capital Stock

During the year ended December 31, 2021, the Company incurred $80,000 of director fees payable in 325,889 shares of its common stock, of which 176,923 were issued and 148,966 are issuable as of December 31, 2021.

As of December 31, 2021, there were 148,966 shares of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’

fees due to them for services in 2021 and 66,666 stock awards to be issued to a director of the Company.

The Company’s Director Compensation Program

(the “Compensation Program”) provided for payment to Directors who are not employees of the Company of (i) annual stock compensation

for serving as a member of the Board or committee of the Board, and (ii) cash compensation for attendance in person or by telephone of

meetings of the Board or committee of the Board.

During the year ended December 31, 2022, the Company

incurred $ 80,000 of director fees payable in 353,966 shares of its common stock, of which 68,966 were issued and 285,000

are issuable as of December 31, 2022.

As of December 31, 2022, there were 285,000 shares of Company common stock to be issued

to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 2022.

In March 2023, the Company amended its Directors’

Compensation Program for Directors who are not employees of the Company to provide that effective January 1, 2023 for (i) the termination

of the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board and (ii) the

termination of the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of

the Board as long as the Company remains a Shell Company.

Commitments, Contingencies, and Other

a) The future direct and indirect impact of the coronavirus (COVID-19) on our businesses, results of operations and financial condition remains uncertain.

Should current economic conditions deteriorate or if the pandemic worsens due to various factors, including through the spread of more easily communicable variants of COVID-19, such conditions could have an adverse effect on our businesses and results of operations and could adversely affect our financial condition.

However, the Company does not expect that the outbreak will have a material adverse effect or financial results at this time.

b) The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut.

The Company has interests in land and certain flowage rights in undeveloped

property (the “properties”) primarily located in Killingly, Connecticut.

The properties were fully impaired as of December

In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dan, in which the Company and its subsidiaries have certain ownership interests.

Both matters have been fully resolved.

In February 2020 and May 2020, DEEP issued to the Company Certificates of Compliance for the Consent Orders relating to Acme Pond Dam and Killingly Pond Dam, respectively.

Subsequent Event

The Company evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

Changes in and Disagreements

with Accountants on Accounting and Financial Disclosure.

In September 2014, the Connecticut Department

of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two

dams, Acme Pond Dam and Killingly Pond Dan, in which the Company and its subsidiaries have certain ownership interests.

Both matters have

been fully resolved.

In February 2020 and May 2020, DEEP issued to the Company Certificates of Compliance for the Consent Orders relating

to Acme Pond Dam and Killingly Pond Dam, respectively.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data