UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-41845 DOMINARI HOLDINGS INC. (Exact name of registrant as specified in its charter) (State or other j ...

Financial Performance - For the fiscal year ended December 31, 2024, the company recognized approximately $18.1 million in revenue from operations, an increase of approximately $16.1 million compared to the previous year[172]. - The company incurred a loss from operations of approximately $11.5 million in 2024, a decrease from a loss of $21.8 million in 2023[172]. - The company reported a gain of approximately $5.2 million from marketable securities for the year ended December 31, 2024, an increase of approximately $4.6 million over the prior period[173]. - The company experienced a net loss of approximately $14.7 million in 2024, influenced by various factors including changes in long-term investments and marketable securities[176]. Investment and Cash Flow - The carrying value of long-term investments decreased by approximately $7.1 million in 2024, compared to an increase of $0.8 million in 2023, resulting in a change of approximately $7.8 million[173]. - Net cash used in operating activities was approximately $15.1 million for the year ended December 31, 2024, compared to $22.2 million in 2023[176]. - Net cash provided by investing activities was approximately $16.3 million in 2024, compared to a net cash used of $7.2 million in 2023[177]. Working Capital and Future Plans - As of December 31, 2024, the company had approximately $24.4 million in working capital, with $4 million in cash and cash equivalents and $5.8 million in marketable securities[174]. - The company raised approximately $13.5 million subsequent to December 31, 2024, which is available to fund operations[174]. - The company plans to finance its activities through increased revenue, managing cash and cash equivalents, and seeking additional funds through securities sales or credit facilities[173].

Core Viewpoint - Dominari Holdings Inc. is executing an expansion strategy through the formation of American Bitcoin Corporation, focusing on industrial-scale bitcoin mining and strategic bitcoin reserve development [1][2][3] Group 1: Transaction Details - American Data Centers Inc. (ADC) has become an independent company and partnered with Hut 8 Corp to form American Bitcoin Corporation [1][2] - The transaction involved Hut contributing substantially all of its ASIC miners to ADC in exchange for a majority interest, leading to the rebranding of ADC as American Bitcoin [2] - Hut and American Bitcoin have entered into agreements for Hut to provide operational management and ASIC colocation services to American Bitcoin [2] Group 2: Strategic Goals - American Bitcoin aims to become the world's largest and most efficient pure-play bitcoin miner while building a robust strategic bitcoin reserve [3] - The transaction combines Hut's mining operations and infrastructure capabilities with Eric Trump's expertise in capital markets and decentralized financial systems [3] Group 3: Impact on Shareholders - The transaction is expected to create significant shareholder value for Dominari, with an ownership interest in American Bitcoin linked to over $100 million in revenue-producing bitcoin mining machines [4] - Dominari management and its Board of Advisors have successfully created substantial value through this strategic initiative [4] - The transaction is viewed as a milestone in Dominari's vision to evolve into a dynamic holding company focused on emerging technologies [5] Group 4: Company Overview - Dominari Holdings Inc. operates as a holding company engaged in wealth management, investment banking, sales and trading, and asset management [7] - The company seeks to enhance stockholder value through opportunities in sectors like AI and Data Centers [7] - Dominari Securities LLC, a subsidiary, aims to create wealth by capitalizing on emerging trends in the financial services sector [8]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 Dominari Holdings Inc. (Exact name of registrant as specified in its charter) | Delaware | 001-41845 | 52-0849320 | | --- | --- | --- | | (State or other jurisdiction | (Commission File Number) | (IRS Employer | | of incorporation) | | Identification No.) | | | 725 5th Av ...

Core Insights - Dominari Holdings Inc. reported preliminary revenue of approximately $19 million for 2024, marking a significant increase of about 900% compared to $2.0 million in 2023 [2][4] - The company experienced strong performance in Q4 2024, with over $8.0 million of the annual revenue recognized during this quarter, driven by effective execution of its growth strategy and rising market demand for investment banking services [2][4] Business Highlights - The CEO of Dominari emphasized that 2024 was a transformative year characterized by substantial revenue growth, strategic investments, and expansion activities aimed at enhancing the company's operational footprint [4] - Dominari Holdings is transitioning into a dynamic holding company, focusing on strategic investments in emerging technologies to drive innovation and long-term shareholder value [4] - The company is engaged in various sectors including wealth management, investment banking, sales and trading, and asset management, while also seeking opportunities in AI and Data Center sectors to enhance shareholder value [5] Strategic Initiatives - Dominari co-founded American Data Centers Inc. (ADC), focusing on developing energy-efficient data centers to meet the demand for high-performance computing infrastructure, holding a 32% stake in ADC [8] - Dominari Securities, a subsidiary, received FINRA approval to expand operations by adding 50 new seats and new office locations [8] - The company established a Bitcoin treasury strategy, currently holding $2 million in its Bitcoin treasury, with plans to continue purchasing shares of Blackrock's iShares Bitcoin Trust ETF as cash reserves grow [8]

Core Viewpoint - Dominari Holdings Inc. is evolving into a broader holding company with a focus on emerging technologies, supported by the approval of its subsidiary Dominari Securities LLC's Continuing Membership Application by FINRA [1][2][3] Group 1: Company Expansion - Dominari Securities LLC has received FINRA approval for its Continuing Membership Application, allowing the addition of 50 new seats and expansion of office locations [2] - The approval is seen as a key milestone that enhances the company's capabilities in investment banking, corporate guidance, and access to capital markets [3] - The company aims to develop a valuable holdings enterprise that fosters innovation in high-growth industries [3] Group 2: Focus on Emerging Technologies - Dominari Holdings has formed and partially owns American Data Center, marking its entry into the technology infrastructure sector [4] - The company plans to invest in next-generation industries within the AI ecosystem, including data centers, renewable energy, and quantum computing [4][7] - The strategic focus on these technology sectors is expected to support early-stage companies through funding and IPO guidance [4] Group 3: Mission and Vision - Dominari Securities LLC aims to create wealth for stakeholders by capitalizing on emerging trends and identifying high-return opportunities [5] - The company positions itself as a forward-thinking financial services provider, committed to technological advancement and market expertise [5]

Revenue Performance - For the three months ended September 30, 2024, the Company recognized approximately $4.0 million in revenue from operations, compared to $1.0 million for the same period in 2023, indicating a 300% increase [102]. - For the nine months ended September 30, 2024, the Company recognized approximately $11.6 million in revenue from operations, compared to $1.0 million for the same period in 2023, reflecting a significant increase [105]. Operational Loss and Efficiency - The Company incurred a loss from operations of approximately $8.7 million for the nine months ended September 30, 2024, a decrease from a loss of $16.0 million for the same period in 2023, showing improved operational efficiency [105]. Market Performance - The Company reported a realized gain of approximately $3.8 million on marketable securities for the nine months ended September 30, 2024, compared to a realized loss of approximately $1.2 million for the same period in 2023, indicating a positive market performance [106]. - The Company recognized an unrealized loss of approximately $3.4 million on marketable securities for the nine months ended September 30, 2024, highlighting ongoing market volatility [106]. Cash Flow Management - The cash used in operating activities for the nine months ended September 30, 2024, was approximately $11.9 million, a decrease from $17.5 million for the same period in 2023, reflecting improved cash flow management [113]. - The net cash provided by investing activities for the nine months ended September 30, 2024, was approximately $12.5 million, a significant improvement compared to a cash outflow of $(10.4) million for the same period in 2023 [114]. - The Company has no cash flows from financing activities for the nine months ended September 30, 2024, compared to cash used of approximately $0.9 million for the same period in 2023 [115]. Liquidity Position - As of September 30, 2024, the Company's working capital amounted to approximately $22.3 million, providing a solid liquidity position for ongoing operations [111]. Joint Venture - The Company entered into a joint venture agreement with Heritage Strategies LLC, establishing Dominari Financial Heritage Strategies LLC, with each party holding a 50% ownership interest [99].

Financial Performance - Total revenues for the three months ended June 30, 2024, were $6,174,000, compared to $7,541,000 for the same period in 2023, representing a decrease of approximately 18.1%[7] - The net loss for the three months ended June 30, 2024, was $6,120,000, compared to a net loss of $8,663,000 for the same period in 2023, indicating an improvement of approximately 29.0%[7] - The company reported a basic and diluted net loss per share of $1.01 for the three months ended June 30, 2024, compared to $1.79 for the same period in 2023, showing an improvement of approximately 43.4%[7] - For the six months ended June 30, 2024, the net loss was $11,561,000, compared to a net loss of $12,425,000 for the same period in 2023, representing a 7% improvement[12] - The net loss for the six months ended June 30, 2024, was approximately $11.6 million, compared to a net loss of $12.8 million for the same period in 2023, showing a slight improvement[95] Assets and Liabilities - Total current assets increased to $28,765,000 as of June 30, 2024, from $28,142,000 as of December 31, 2023, reflecting a growth of about 2.2%[6] - Total liabilities rose to $6,714,000 as of June 30, 2024, compared to $4,635,000 as of December 31, 2023, marking an increase of approximately 44.8%[6] - The accumulated deficit increased to $220,324,000 as of June 30, 2024, from $208,763,000 as of December 31, 2023, representing a rise of about 5.5%[6] - Cash and cash equivalents increased to $5,802,000 as of June 30, 2024, from $2,833,000 as of December 31, 2023, indicating a significant increase of approximately 104.2%[6] - The total stockholders' equity decreased to $42,359,000 as of June 30, 2024, from $52,923,000 as of December 31, 2023, reflecting a decline of about 20.0%[6] Revenue and Operations - For the three months ended June 30, 2024, the company recognized approximately $6.2 million in revenue from operations, a significant increase from $71,000 in the same period in 2023[93] - For the six months ended June 30, 2024, the company recognized approximately $7.5 million in revenue from operations, up from $71,000 in the same period in 2023[95] - The company incurred a loss from operations of approximately $2.7 million for the three months ended June 30, 2024, compared to a loss of $9.0 million in the same period in 2023[93] Investments and Fair Value - The company reported a change in the fair value of long-term investments of $5,490,000 for the six months ended June 30, 2024, with no comparable figure for the prior year[12] - The investment in Tevva Motors was impaired by approximately $2.8 million, resulting in a valuation of $0 as of June 30, 2024[40] - The investment in Tesspay was valued at $3.4 million as of June 30, 2024, reflecting an unrealized gain of $0.7 million for the first six months of 2024[41] - The Company’s long-term equity investments totaled $24.15 million as of June 30, 2024, compared to $20.92 million as of December 31, 2023[33] Cash Flow and Financing - Cash used in operating activities for the six months ended June 30, 2024, was $7,185,000, a decrease from $13,913,000 in the prior year, indicating a 48% reduction[12] - The company reported a cash increase of $2,969,000 for the six months ended June 30, 2024, compared to a decrease of $29,576,000 in the same period of 2023[12] - Cash provided by investing activities for the six months ended June 30, 2024, was approximately $10.2 million, compared to cash used of $(14.7) million in the same period of 2023, mainly driven by sales of marketable securities totaling approximately $11.6 million[102] Corporate Strategy and Focus - Dominari Holdings Inc. has shifted its primary focus from biotechnology to fintech and financial services, establishing Dominari Financial Inc. and acquiring Dominari Securities LLC[14] - The company is winding down its historical pipeline of biotechnology assets held by Aikido Labs, LLC, focusing on its financial services strategy[90] - The company has entered into a joint venture with Heritage Strategies LLC to offer various insurance products and services, enhancing its market presence[89] Internal Controls and Legal Matters - The company experienced a material weakness in internal controls over financial reporting, affecting the accounting for certain notes receivable and long-term investments[106] - The company is facing legal proceedings related to the hiring of new registered representatives, with potential liabilities that cannot be reasonably estimated at this time[110] - The company plans to enhance controls over accounting issues by consulting with experienced third-party professionals to remediate identified weaknesses[106] Lease Agreements - The Company entered into a lease agreement with Trump Tower Commercial LLC, requiring monthly rent of $12,874, increasing to $13,502 in the sixth and seventh years[59] - Dominari Financial's lease agreement requires monthly rent of $49,368, increasing to $51,868 in the sixth and seventh years[60] - As of June 30, 2024, the company reported operating lease right-of-use assets of $3,146 million and total operating lease liabilities of $3,244 million[61]

Financial Performance - Total revenue for the three months ended March 31, 2024, was $1,367,000, compared to $0 for the same period in 2023[11] - Operating expenses increased to $4,172,000 for Q1 2024, up from $3,834,000 in Q1 2023, representing a 9% increase[11] - Net loss for the three months ended March 31, 2024, was $5,441,000, compared to a net loss of $3,762,000 in Q1 2023, indicating a 44.7% increase in losses[11] - The company recorded a net rent expense of $200,000 for the three months ended March 31, 2024, compared to $164,000 for the same period in 2023, indicating an increase of approximately 21.9%[55] - The company incurred a loss from operations of approximately $2.8 million for the three months ended March 31, 2024, compared to a loss of $3.8 million for the same period in 2023, indicating a $1.0 million decrease in net operating loss[85] - Other expenses for the three months ended March 31, 2024, were approximately $(2.6) million, primarily due to volatility in investment valuations[85] Cash and Assets - Cash and cash equivalents decreased to $1,956,000 as of March 31, 2024, down from $2,833,000 at the end of 2023, a decline of 30.8%[9] - Total assets decreased to $52,194,000 as of March 31, 2024, from $57,558,000 at the end of 2023, a reduction of 9.4%[9] - Stockholders' equity decreased to $47,669,000 as of March 31, 2024, down from $52,923,000 at the end of 2023, a decline of 10%[9] - As of March 31, 2024, the Company held approximately $14.1 million in deposits with its clearing broker[27] - As of March 31, 2024, the company's working capital amounted to approximately $23.8 million, which is expected to be sufficient to meet its working capital and capital expenditure requirements for at least the next 12 months[87] Investments - The company reported a change in fair value of long-term equity investments resulting in a loss of $2,459,000 for Q1 2024[11] - The Company’s long-term equity investments totaled $20.9 million as of March 31, 2024, down from $24.2 million as of December 31, 2023[36] - The investment in Unusual Machines, which went public on February 14, 2024, was valued based on its market price as of March 31, 2024[39] - The Company recognized revenue under ASC 606, with various revenue streams including underwriting services, commissions, and account advisory fees[29] - The unrealized gain on the Convergent Convertible Note for the three months ended March 31, 2024, was approximately $60,000[42] - The company reported a gain of approximately $0.6 million on marketable securities for the three months ended March 31, 2024, driven by market improvement and increased sale activity[86] Shareholder Information - The weighted average number of shares outstanding increased to 5,995,065 for Q1 2024, compared to 5,305,513 for Q1 2023, reflecting a 13% increase[11] - As of March 31, 2024, the company had 5,995,065 shares of common stock issued and 5,934,917 shares outstanding[57] - The company has approximately $0.2 million in unrecognized stock-based compensation expense related to restricted stock awards as of March 31, 2024[61] - The company has 444,796 warrants outstanding as of March 31, 2024, with a weighted average exercise price of $29.25 and a remaining contractual life of 1.95 years[59] Legal and Compliance - The company is currently involved in a legal proceeding related to the hiring of new registered representatives, but it cannot predict the outcome or estimate any potential loss[65] - A material weakness was identified in the accounting for certain notes receivable and long-term investments, leading to incorrect initial accounting[95] - Management plans to enhance controls by consulting experienced third-party professionals to remediate the identified material weakness[95] - The company's disclosure controls and procedures were found to be ineffective due to a material weakness in internal controls[93] - The company is involved in legal proceedings related to the hiring of new registered representatives, with potential exposure that cannot be reasonably estimated[101] Strategic Initiatives - Dominari Financial acquired Dominari Securities LLC for a total of $3.4 million, enhancing its position in the financial services sector[20] - Dominari Financial seeks partnership opportunities and acquisitions of third-party financial assets to execute its growth strategy in the financial services industry[78] - The company is winding down its historical pipeline of biotechnology assets held by Aikido Labs, LLC, which includes patented technology for various treatments[79] Cash Flow - Net cash used in operations for the three months ended March 31, 2024, was approximately $8.6 million, primarily due to a net loss of approximately $5.4 million[89] - Net cash provided by investing activities for the three months ended March 31, 2024, was approximately $7.7 million, resulting from sales of marketable securities[90] - The company had no cash flows from financing activities for the three months ended March 31, 2024, compared to approximately $0.9 million used in financing activities for the same period in 2023[91]

Financial Performance - For the fiscal year ended December 31, 2023, the company recognized approximately $2.0 million in revenue from operations, primarily driven by underwriting revenue from Dominari Securities[155]. - The company incurred a loss from operations of approximately $21.8 million in 2023, compared to a loss of $14.3 million in 2022, indicating an increase in operational losses[155]. - General and administrative expenses increased by approximately $12.2 million, largely due to professional fees and increased compensation expenses related to the establishment of Dominari Financial and Dominari Securities[157]. - Research and development expenses decreased by approximately $2.7 million, reflecting the company's strategic shift away from the biotechnology industry towards financial services[157]. - Net cash used in operations for the year ended December 31, 2023, was approximately $22.2 million, compared to $10.6 million in 2022, primarily due to a net loss of approximately $22.9 million[162]. Working Capital and Cash Flow - As of December 31, 2023, the company's working capital amounted to approximately $26.5 million, with expectations that cash and cash equivalents will meet capital requirements for at least the next 12 months[159]. - Net cash used in investing activities for 2023 was approximately $7.2 million, down from $14.6 million in 2022[163]. - Cash used in investing activities in 2023 included purchases of marketable securities of approximately $34.1 million and acquisition of FPS for approximately $1.1 million[163]. - Cash used in financing activities for 2023 was approximately $0.9 million, reflecting the cost for the purchase of treasury stock[164]. - In 2022, cash used in financing activities was approximately $7.2 million, primarily due to the redemption of Series O and Series P Redeemable Convertible Preferred Stock costing approximately $22.0 million[164]. - The company sold marketable securities worth approximately $27.6 million in 2023, partially offsetting cash used in investing activities[163]. - The company collected approximately $1.1 million on note receivable in 2023, contributing to cash flow from investing activities[163]. - In 2022, cash used in investing activities included purchases of marketable securities of approximately $26.8 million and investments of approximately $15.0 million[163]. Strategic Initiatives - The company completed the acquisition of 100% of a dually-registered broker-dealer and investment advisor, renamed Dominari Securities, on March 27, 2023, as part of its growth strategy in the financial services industry[141]. - The company is winding down its historical pipeline of biotechnology assets held by Aikido Labs, LLC, which includes prospective treatments for various diseases[142]. Accounting and Compliance - The company is evaluating the impact of new accounting standards, including ASU 2022-03, which clarifies the fair value measurement of equity securities subject to contractual sale restrictions[153]. - The company had no contractual obligations reported[165]. - As a smaller reporting company, the company is not required to provide market risk disclosures[166]. Marketable Securities - The company recognized a gain of approximately $0.6 million on marketable securities for the year ended December 31, 2023, a significant improvement from the previous year's losses[156].