What changed in this filing

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Item 1. Financial Statements

2023-11-13 compared with 2023-08-11 · 149 added, 145 removed, 127 unchanged (70% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

September 30,

Current assets

2 unchanged sentences

Treasury Bills

Income tax receivable

Prepaid expenses and other current assets

Income tax receivable

Total current assets

7 unchanged sentences

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

Issued 21,628,680 and 21,343,680 as of June 30, 2023 and December 31, 2022, respectively;

Outstanding 20,620,711 and 20,335,711 at June 30, 2023 and December 31, 2022, respectively;

0 and 285,000 shares issuable as of June 30, 2023 and December 31, 2022, respectively

Issued 21,628,680 and 21,343,680 as of September 30, 2023 and December 31, 2022, respectively;

Outstanding 20,620,711 and 20,335,711 at September 30, 2023 and December 31, 2022, respectively;

0 and 285,000 shares issuable as of September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated other comprehensive income

Treasury stock, at cost ( 1,007,969 shares at June 30, 2023 and December 31, 2022)

Treasury stock, at cost ( 1,007,969 shares at September 30, 2023 and December 31, 2022)

Total stockholders' equity

Total liabilities and stockholders’ equity

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated

financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

1 unchanged sentence

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Compensation and benefits

5 unchanged sentences

Basic and diluted loss per share

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated

financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Unrealized gain on available for sale securities

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

(in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

Unrealized (loss) gain on available for sale securities

Comprehensive loss

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated

financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

THREE AND SIX MONTHS ENDED June 30, 2023 and 2022

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS' EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(in thousands, except per share data)

8 unchanged sentences

Balance at June 30, 2022

Other Comprehensive Income

Stock based compensation expense to directors

Balance at September 30, 2022

Balance at December 31, 2022

4 unchanged sentences

Balance at June 30, 2023

See accompanying notes to condensed consolidated financial statements.

Other Comprehensive Loss

Balance at September 30, 2023

See accompanying notes to condensed consolidated

financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

1 unchanged sentence

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

2 unchanged sentences

Changes in other operating items:

Income taxes receivable

Income tax receivable

Prepaid expenses and other current assets

2 unchanged sentences

Cash flows from investing activities

Proceeds from redemptions of U.S.

Proceeds from redemptions (purchases) of U.S.

Treasury Bills

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

5 unchanged sentences

Supplemental disclosures of cash flow information

Net cash (refunded) during the period for income taxes

Cash refunded during the period for income taxes

Unrealized gain on available for sale securities

See accompanying notes to condensed consolidated financial statements.

See accompanying notes to condensed consolidated

financial statements.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three months ended June 30, 2023 and 2022

Three months ended September 30, 2023 and 2022

Basis of presentation and description of activities

Basis of presentation

The accompanying interim financial statements have been prepared

in conformity with accounting principles generally accepted in the United States of America for interim financial information and with

the instructions to Form 10-Q and Article 8 of Regulation S-X.

The information and note disclosures normally included in complete

financial statements have been condensed or omitted pursuant to such rules and regulations.

The Condensed Consolidated Balance Sheet

as of December 31, 2022 has been derived from audited financial statements.

These financial statements should be read in conjunction with

the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 as presented in our Annual Report

on Form 10-K.

In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring

nature, necessary for a fair presentation.

The results for the 2023 interim period are not necessarily indicative of results to be expected

for the entire year.

The accompanying interim financial statements

have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information

and with the instructions to Form 10-Q and Article 8 of Regulation S-X.

The information and note disclosures normally included

in complete financial statements have been condensed or omitted pursuant to such rules and regulations.

The Condensed Consolidated

Balance Sheet as of December 31, 2022 has been derived from audited financial statements.

These financial statements should be read in

conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 as presented in

our Annual Report on Form 10-K.

In the opinion of management, this interim information includes all material adjustments, which are of

a normal and recurring nature, necessary for a fair presentation.

The results for the 2023 interim period are not necessarily indicative

of results to be expected for the entire year.

Description of activities

7 unchanged sentences

engaged in those activities.

The Company intends to

evaluate and explore all available strategic options.

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

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.

6 unchanged sentences

of speculation.

The Company may be classified

as an inadvertent investment company if the Company acquires investment securities in excess of 40% of the Company’s total assets

(exclusive of government securities).

As of June 30, 2023, the Company is not considered an inadvertent investment company.

may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of the Company’s

total assets (exclusive of government securities).

As of September 30, 2023, the Company is not considered an inadvertent investment company.

Per share data

Loss per share for the three months ended June 30, 2023 and

2022, respectively, is calculated based on 20,620,711 and 20,415,711 weighted average outstanding shares of common stock, including weighted

average issuable shares of 80,000 at June 30, 2022.

Loss per share for the six months ended June 30, 2023 and 2022,

respectively, is calculated based on 20,620,711 and 20,458,382 weighted average outstanding shares of common stock, including weighted

average 148,966 shares which are issuable at June 30, 2022.

Loss per share for the three months ended September

30, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,495,711 weighted average outstanding shares of common stock,

including weighted average issuable shares of 160,000 at September 30, 2022.

Loss per share for the nine months ended September

30, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,469,581 weighted average outstanding shares of common stock,

including weighted average 152,276 shares which are issuable at September 30, 2022.

Investment valuation

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

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

Fair value measurements are not adjusted for transaction costs.

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.

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 reflect the assumptions

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

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.

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.

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.

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

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.

June 30, 2023 and December 31, 2022, the Company held $ 3,712,000 and $ 4,130,000 , respectively, in U.S.

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.

of September 30, 2023 and December 31, 2022, the Company held $ 3,384,000 and

$ 4,130,000 , respectively, in U.S.

government debt 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.

Certain securities are valued principally using dealer quotations.

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

government debt securities are

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

government debt securities, which have maturities of three months or less at time

of purchase , are reported as Cash and cash equivalents, and those with longer maturities are reported as

investments, on the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022.

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 debt securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs

used and market activity levels for specific securities.

government debt securities, which have maturities of three

months or less at time of purchase , are reported as Cash and cash equivalents, and those with longer maturities

are reported as investments, on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022.

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

9 unchanged sentences

and other income, net, in the condensed consolidated statement of operations.

The following

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

Fair Value Measurements

as of June 30, 2023

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

Value Measurements

as of September 30, 2023

Quoted Prices

Treasury bills included in cash and cash equivalents

Investments in U.S.

5 unchanged sentences

Treasury bills

in debt securities as of June 30, 2023 are summarized by type below (in thousands).

in debt securities as of September 30, 2023 are summarized by type below (in thousands).

Treasury bills

All investments in debt securities

are due in one year or less as of June 30, 2023.

All investments

in debt securities are due in one year or less as of September 30, 2023.

in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale

securities for the six month ended June 30, 2023 is as follows:

securities for the nine-month ended September 30, 2023 is as follows:

Balance at December 31, 2022

Amounts reclassified from accumulated other Comprehensive income to interest income and other income

Amounts reclassified from accumulated other

Comprehensive income to interest income and

Net current-period other comprehensive income

Balance at June 30, 2023

Balance at September 30, 2023

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

Treasury bills

The Company may be exposed

to credit losses through its available-for-sale investments.

An available-for-sale security is impaired when its fair value declines

below its amortized cost basis.

Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding

its fair value are evaluated for identification of credit losses.

When evaluating the investments for impairment at each reporting

period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future economic market conditions,

and financial condition of the issuer.

As of June 30, 2023, the Company has not recognized an allowance for expected credit losses

related to its available-for-sale securities as the Company has not identified any unrealized losses for these investments attributable

to credit factors.

No tax benefit has been

recorded in relation to the pre-tax loss for the three and six months ended June 30, 2023 and 2022, due to a full valuation allowance

to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

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.

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 .

The Company did not repurchase any common stock during three and six months ended June 30, 2023 and 2022.

At June 30, 2023 and 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 June 30, 2023.

On March 9, 2023, there were 285,000 shares of Company

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

in 2022, which were classified as issuable at December 31, 2022.

As of June 30, 2022, there were 80,000 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 the second quarter of 2022.

may be exposed to credit losses through its available-for-sale investments.

An available-for-sale security is impaired when its fair

value declines below its amortized cost basis.

Unrealized losses resulting from the amortized cost basis of any available-for-sale debt

security exceeding its fair value are evaluated for identification of credit losses.

When evaluating the investments for impairment

at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future

economic market conditions, and financial condition of the issuer.

As of September 30, 2023, the Company has not recognized an allowance

for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these

investments attributable to credit factors.

No tax benefit

has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2023 and 2022, due to a full valuation

allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

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.

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.

The Company did not repurchase any common stock during three and nine months ended September

30, 2023 and 2022.

At September 30, 2023 and 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 September 30, 2023.

On March 9, 2023, there were 285,000 shares

of Company common stock issued to the independent directors of the Company, for payment of quarterly directors’ fees due to them

for services in 2022, which were classified as issuable at December 31, 2022.

As of September 30,

2022, there were 160,000 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 the second and third quarters of 2022.

The shares were issued on March

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.

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 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as

a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in

person or by telephone of meetings of the Board or committees of the Board shall be terminated.

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.

2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that

effective January 1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors

serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance

in person or by telephone of meetings of the Board or committees of the Board shall be terminated.

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 June 30, 2023, all shares

had vested and were issued.

There was no compensation expense recorded for the three months

ended June 30, 2023 and 2022, respectively, related to stock awards.

The Company recorded compensation expense of zero and approximately

$ 1,750 for each of the six months ended June 30, 2023 and 2022, respectively, related to those stock awards.

There was no unrecognized

compensation expense related to these unvested stock awards at June 30, 2023.

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

30, 2023, all shares had vested and were issued.

There was no compensation expense recorded for

the three months ended September 30, 2023 and 2022, respectively, related to stock awards.

The Company recorded compensation expense of

zero and approximately $ 1,750 for each of the nine months ended September 30, 2023 and 2022, respectively, related to those stock awards.

There was no unrecognized compensation expense related to these unvested stock awards at September 30, 2023.

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-Q

Item 1. Financial Statements