SCHEDULE 13D/A: Dominari Holdings Insiders Boost Stake to Nearly 20% Following Recent Offering

Key executives Kyle Michael Wool and Soo Yu have significantly increased their beneficial ownership in Dominari Holdings Inc. to approximately 20% through recent stock and warrant acquisitions.

Summary

• This Amendment No. 5 to Schedule 13D was filed by Kyle Michael Wool and Soo Yu, who are husband and wife and referred to as the 'Reporting Persons'.
• The Reporting Persons acquired 288,184 shares of Common Stock, 288,184 Series A Warrants, and 288,184 Series B Warrants of Dominari Holdings Inc. at a combined purchase price of $3.47 per share and accompanying Warrants.
• The acquisition was made using personal funds as part of the Issuer's private placement and registered direct offering, which closed on February 12, 2025.
• Shares issuable upon exercise of the acquired Warrants are not currently exercisable due to certain beneficial ownership blockers.
• As of February 12, 2025, Kyle Michael Wool beneficially owns 2,259,031 shares, representing 19.96% of the outstanding Common Stock.
• Soo Yu beneficially owns 2,202,246 shares, representing 19.46% of the outstanding Common Stock.
• The beneficial ownership percentages are calculated based on 11,314,927 shares of Common Stock outstanding, which includes 7,037,022 shares outstanding as of February 7, 2025, and additional shares issued on February 12, 2025 (3,876,054 from the Offering, 50,000 to independent directors, and 351,851 to a certain officer).
• Kyle Michael Wool serves as President of Dominari Holdings Inc., CEO of Dominari Financial Inc., and CEO of Dominari Securities LLC.
• Soo Yu serves as Chief Operating Officer of Dominari Securities and is a director on the board of Dominari Holdings Inc.

Sentiment

Score: 7

Explanation: The significant increase in insider ownership by key executives is a strong positive signal of confidence in the company's future. However, the beneficial ownership blockers on the warrants introduce a minor negative aspect by limiting immediate exercisability.

Positives

• Key management and directors, Kyle Michael Wool and Soo Yu, have significantly increased their direct stake in Dominari Holdings Inc., demonstrating strong insider confidence.
• The acquisition of additional shares and warrants by the Reporting Persons signals a positive outlook on the company's future prospects.
• The specified purchase price of $3.47 per share and accompanying warrants provides a clear valuation point for the recent capital raise.

Negatives

• The Warrants acquired by the Reporting Persons are not currently exercisable due to beneficial ownership blockers, which limits their immediate ability to convert these into shares and potentially realize value.

Risks

• Beneficial ownership blockers prevent the immediate exercise of Warrants, which could delay or prevent the Reporting Persons from increasing their voting power or realizing potential gains from the Warrants.
• The value and exercisability of the Warrants are contingent on the resolution or expiration of these beneficial ownership blockers.

Future Outlook

The Reporting Persons currently have no plans or proposals that would result in major corporate events such as mergers, liquidations, or changes to the Issuer's business or governance. However, they retain the flexibility to review or reconsider their position and/or change their purpose at any time.

Management Comments

• "The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose."

Industry Context

This filing primarily concerns changes in insider ownership and capital structure, rather than broader industry trends. It reflects an internal corporate finance event within the financial services sector, specifically for a company with broker-dealer operations.

Management Changes

Related Party Transactions

• Kyle Michael Wool and Soo Yu, as husband and wife and key executives/directors of Dominari Holdings Inc. and its subsidiaries, acquired shares and warrants from the Issuer's recent offering.
• Mr. Wool is entitled to receive cash and equity compensation, including share options or other equity awards, pursuant to the Issuer's 2022 Equity Incentive Plan, contingent on the Issuer meeting certain annual revenue amounts.

Stakeholder Impact

• Shareholders: The significant increase in insider ownership by key executives may be viewed positively, signaling confidence. However, the recent offering and warrant issuance contribute to share dilution.
• Employees: Ms. Yu's promotion to Chief Operating Officer of Dominari Securities indicates internal career progression opportunities within the company.

Next Steps

• The Reporting Persons may, at their discretion, review or reconsider their investment position and objectives.
• The Warrants may become exercisable in the future once the beneficial ownership blockers are removed or expire, potentially leading to further share issuances.

Key Dates

Recommendation

Keywords

Dominari Holdings Inc., Schedule 13D, Beneficial Ownership, Insider Buying, Kyle Michael Wool, Soo Yu, Warrants, Private Placement, Registered Direct Offering, SEC Filing, Financial Services, Broker-Dealer