10-K: Dominari Holdings Reports Soaring Revenue, Widened Net Loss

Sentiment:

Annual Report 31 March 2026 8:12 AM

Dominari Holdings Inc. announced a significant revenue surge in 2025 driven by its financial services expansion, despite reporting a larger net loss and identifying material weaknesses in internal controls.

Capital raiseThe company stated it intends to finance activities through "seeking additional funds raised through the sale of additional securities in the future" and "seeking additional liquidity through credit facilities or other debt arrangements."The February 2025 Financings involved the sale of 1,439,467 registered shares of common stock and warrants in a direct offering, and 2,436,587 unregistered shares of common stock and warrants in a concurrent private placement, raising approximately $13.5 million in gross proceeds.The company's ability to obtain capital for its growth strategy will depend on future operating performance, financial condition, and global market conditions, noting that recent volatility and weakness in public markets may make it more difficult to raise additional capital.

Worse than expectedThe net loss attributable to common stockholders widened to $22.4 million in 2025 from $14.7 million in 2024, indicating a deterioration in bottom-line profitability.Total operating costs and expenses increased by 503% to $178.8 million, significantly outpacing the 486% revenue growth, leading to a larger operating loss.The company identified material weaknesses in its internal controls over financial reporting, which is a serious concern for financial integrity and regulatory compliance.

Summary

Dominari Holdings Inc. (DOMH) is a holding company focused on wealth management, investment banking, sales and trading, asset management, and insurance through its subsidiaries.
The company transitioned its primary operating focus from biotechnology to fintech and financial services, winding down its historical biotech assets.
Total revenue for the year ended December 31, 2025, increased significantly to $123.1 million, up from $21.0 million in 2024, primarily due to increased activities in Dominari Securities.
Underwriting service revenue grew by 596% to $79.0 million in 2025 from $11.4 million in 2024.
Carried interest revenue was $22.7 million in 2025, compared to none in 2024, from investment management customers.
Commission revenues increased by 222% to $19.6 million in 2025, driven by an expanded customer base.
The company reported a net loss attributable to common stockholders of $22.4 million in 2025, an increase from $14.7 million in 2024.
Operating costs and expenses surged by 503% to $178.8 million in 2025, largely due to increased compensation and benefits ($145.3 million) and advisory fees ($21.1 million).
Compensation and benefits included $33.7 million in stock-based compensation in 2025, up from $1.6 million in 2024.
A significant gain on marketable securities of $42.3 million was recognized in 2025, primarily from an unrealized gain of $39.4 million on the investment in American Bitcoin Corp (ABTC).
The company sold its 23,199,205 shares of ABTC common stock for $32.4 million, with the transaction closing on January 20, 2026.
As of December 31, 2025, cash and cash equivalents were $34.0 million, and marketable securities were $46.5 million.
The company declared special cash dividends totaling $0.432 per share on December 11, 2025, paid on January 26, 2026.
Material weaknesses in internal controls over financial reporting were identified as of December 31, 2025, due to staffing constraints, insufficient review of fair value transactions, lack of segregation of duties, and IT control deficiencies.
Stockholders approved amendments to increase the shares reserved for the 2022 Equity Incentive Plan by 10,000,000 shares to 21,720,750 shares and clarified the annual increase mechanism.
Employment agreements for CEO Anthony Hayes and President Kyle Wool were amended to replace annual bonuses with performance-based quarterly bonuses, in consideration for 3,000,000 shares of common stock each.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with mixed sentiment. While revenue growth is impressive, the widening net loss and identified internal control weaknesses are significant concerns, indicating operational challenges despite strategic expansion.

Positives

Total revenue increased significantly by $102.1 million (486%) to $123.1 million in 2025, demonstrating strong growth in financial services operations.
Underwriting service revenue saw a substantial increase of 596% to $79.0 million in 2025, reflecting increased deal flow and activities.
The introduction of carried interest revenue, totaling $22.7 million in 2025, represents a new and successful revenue stream.
Commission revenues increased by 222% to $19.6 million, indicating an expanded customer base and trading activity.
A significant gain on marketable securities of $42.3 million was recognized in 2025, largely due to the investment in American Bitcoin Corp (ABTC).
Cash and cash equivalents increased substantially to $34.0 million in 2025 from $4.1 million in 2024, improving liquidity.
Marketable securities also saw a significant increase to $46.5 million in 2025 from $4.2 million in 2024.
The company successfully completed the sale of its ABTC common stock for $32.4 million in January 2026, realizing a substantial gain.
Stockholders approved an increase of 10,000,000 shares for the 2022 Equity Incentive Plan, providing flexibility for future equity compensation and talent retention.
The company declared and paid three special cash dividends in 2025, totaling $22.2 million, indicating a commitment to shareholder returns.

Negatives

Net loss attributable to common stockholders widened to $22.4 million in 2025 from $14.7 million in 2024, indicating a deterioration in bottom-line profitability.
Total operating costs and expenses surged by 503% to $178.8 million in 2025, significantly outpacing the 486% revenue growth, leading to a larger operating loss.
The company identified material weaknesses in internal controls over financial reporting as of December 31, 2025, raising concerns about financial reporting accuracy and fraud prevention.
Compensation and benefits expense increased dramatically by $123.3 million (561%) to $145.3 million, partly due to $55.0 million in non-cash stock-based compensation.
Advisory fees increased significantly to $21.1 million in 2025, largely due to the issuance of 2.55 million shares of common stock to advisors.
Principal transactions resulted in a loss of $0.9 million in 2025, compared to a gain of $2.2 million in 2024.
The company incurred a provision for income taxes of $7.3 million in 2025, compared to $0 in 2024, contributing to the increased net loss.
Accumulated deficit increased to $268.1 million as of December 31, 2025, from $223.5 million in 2024.
Receivable from clearing brokers decreased significantly to $4.0 million in 2025 from $17.3 million in 2024, which could indicate reduced trading activity or changes in settlement patterns.
A legal proceeding was filed against Dominari Securities in March 2024 related to hiring new registered representatives, with an uncertain outcome and potential for adverse effects.

Risks

Significant credit risk in connection with the execution, settlement, and financing of various customer and principal securities and derivative transactions, including counterparty nonperformance.
Exposure to significant market risk, with principal transactions and investments susceptible to loss from fluctuations in interest rates, equity prices, exchange rates, and credit quality changes.
Financing and advisory services engagements are transactional, leading to potential volatility in financial results due to unpredictable fee timing and reliance on new engagements.
Limited operating history in the current financial services business makes it difficult for investors and analysts to evaluate prospects, with no assurance of profitability.
Incurred operating losses in the past and may not consistently achieve profitability in the future, with an accumulated deficit of $268.1 million as of December 31, 2025.
Inability to meet future capital requirements could hinder development, business opportunities, and response to competitive pressures, potentially leading to dilution or debt restrictions.
Failure to maintain an effective system of internal controls over financial reporting could lead to inaccurate financial reports, fraud, litigation, regulatory scrutiny, and adverse stock price impact.
Developments in market and economic conditions (e.g., interest rates, inflation, geopolitical events) may adversely affect business and profitability, reducing transaction volumes and revenue.
Strategic acquisitions, joint ventures, or divestitures could result in unforeseen expenses, integration difficulties, inability to retain key personnel, and failure to achieve anticipated benefits.
Increasing costs of doing business may limit organic growth, making growth through acquisitions necessary but potentially unavailable on a profitable basis.
Valuation methodologies for certain illiquid assets can be subjective, and fair values may not be realized, leading to potential losses and volatility in reported financial results.
Inability to compete successfully with larger financial services companies that have significantly greater resources, capital, and technology.
Damage to reputation from conflicts of interest, legal/regulatory requirements, ethical issues, money laundering, cybersecurity, or improper business selection could harm business and stock price.
Future acquisitions and dispositions may significantly change the composition of assets, liabilities, and business mix, affecting financial condition and stock price.
Uncertainty in the completion of anticipated investment banking transactions, which are highly dependent on market conditions and client actions, can lead to little or no revenue from uncompleted deals.
Artificial intelligence (AI) could increase competitive, operational, legal, and regulatory risks, including disruption of business models, flawed algorithms, misuse of data, and compliance with evolving regulations.
Expansion into new investment strategies, geographic markets, and businesses may result in additional risks, including increased costs, conflicts of interest, and new regulatory requirements.
Inability to attract, develop, and retain highly skilled and productive employees, particularly qualified financial advisors, due to intense competition and high turnover.
Dependence on senior employees, with the loss of their services potentially harming business operations and client relationships.
Employee misconduct (e.g., rogue trading, theft, improper use of confidential information, harassment) could expose the company to unknown risks, losses, regulatory sanctions, and reputational harm.
Failure to deal appropriately with conflicts of interest could damage reputation, lead to investor dissatisfaction, litigation, or regulatory enforcement actions.
Results of operations may be materially affected by market fluctuations and global economic conditions, including changes in asset values and reduced investor participation.
Incurring losses and reputational harm if unable to sell securities it purchased as an underwriter at anticipated price levels, or from liability for material misstatements/omissions in offering documents.
Market volatility, illiquid market conditions, and credit market disruptions may make it difficult to value and monetize financial instruments, leading to potential losses.
Holding large and concentrated positions may expose the company to losses in unfavorable market movements.
Changes in interest rates, especially rapid or sustained low/high rates, may create a less favorable environment for certain businesses, particularly fixed income.
Exposure to credit risk from third parties (trading counterparties, customers, clearing agents) who may default on obligations.
As a holding company, dependence on liquidity from subsidiaries, many of which are subject to regulations limiting dividend payments or fund transfers.
Reliance on external sources to finance operations, with liquidity potentially negatively affected by inability to raise funding or unanticipated cash outflows.
Investments in illiquid or restricted securities may limit the ability to generate quick liquidity.
Operational risks, including failure, breach, or disruption of internal or third-party systems, human error, or malfeasance, could adversely affect businesses or reputation.
Disruption in infrastructure (e.g., physical site access, cybersecurity incidents, natural disasters) could adversely affect business continuity.
Information systems may experience interruption or security breach, damaging reputation, causing customer loss, regulatory scrutiny, or financial liability.
Failure to keep pace with rapid technological change in the financial services industry (Fintech) could have a material adverse impact.
Sufficiency of coverage under insurance policies is uncertain, and inadequate or unavailable insurance could negatively affect the business.
Climate change concerns could disrupt businesses, adversely affect client activity, creditworthiness of counterparties, and damage reputation.
Extensive securities regulation and the failure to comply could subject the company to monetary penalties or sanctions, including new fiduciary standards for broker-dealers.
Increased regulatory scrutiny and enforcement activity in the financial services industry may increase compliance and legal costs.
Risk management policies and procedures may not be fully effective, potentially leaving the company exposed to unidentified or unanticipated levels of risk.
Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could materially affect the business.
Changes in tax laws in key jurisdictions could materially increase tax expense or lead to challenges to tax filing positions.
Common stock may be delisted from The Nasdaq Capital Market if continued listing standards are not met.
Share price may be volatile and thinly traded, making it difficult for stockholders to sell at desired prices or at all.
Inaccurate or unfavorable research, or cessation of research coverage, by securities or industry analysts could cause stock price and trading volume to decline.
Anti-takeover provisions in corporate documents and Delaware law may discourage takeover offers beneficial to stockholders.
Increased costs as a result of being a public company, including compliance with Sarbanes-Oxley and Nasdaq requirements.
Significant stock ownership by executive officers, directors, and advisory board members (68.5% as of Dec 31, 2025) allows them to exert control over significant corporate decisions, potentially harming market price.

Future Outlook

The company believes its cash and cash equivalents and marketable securities, along with anticipated cash flow from operations, will be sufficient to meet working capital and capital expenditure requirements for at least the next 12 months. However, it may need to raise additional capital sooner if cash flow is insufficient, if inflation impacts the business more significantly, or if more cash-intensive activities are pursued. The ability to obtain future capital depends on operating performance, financial condition, and global market conditions, which are subject to volatility.

Management Comments

"Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot provide assurance that it will achieve or realize these plans, intentions or expectations."
"We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law."
"You should not place undue reliance on these forward-looking statements."
"Management understands that the accounting standards applicable to our financial statements are complex and will seek to enhance controls over its experienced third-party professionals with whom management can consult with respect to accounting issues and remediate this material weakness."
"The Company has engaged an outside consulting firm to assist in the closing process to ensure that steps are taken to remediate the control environment and to specifically improve the timeliness and accuracy of its financial reporting process."
"Additionally, the Company is planning to implement certain information technology related changes over the fiscal year ending December 31, 2025."
"The Company is actively increasing the quantity and quality of our internal accounting personnel and has engaged external valuation specialists and accounting advisors with financial reporting expertise, so as to provide the Company with resources sufficient to properly design and implement internal controls which will prevent and detect material misstatements to the financial statements in a timely manner."
"The Company also plans to implement additional information technology related changes."
"In addition, the Company has implemented a multi-layered process to establish and review the valuation of long-term investments with such outside specialists discussed above."
"As a result of these changes, the Company believes the material weaknesses described above will be remediated. However, due to the nature of the material weaknesses, it will not be considered remediated until the controls have been applied for a sufficient amount of time and management has performed testing of the controls to conclude that the controls are operating effectively."

Industry Context

StockSavvy.ai notes that Dominari Holdings' significant revenue growth in financial services, particularly in underwriting and asset management, aligns with broader trends of increasing demand for specialized financial advisory and capital markets services. The company's strategic shift from biotechnology to fintech and financial services positions it to capitalize on evolving market opportunities. However, the substantial increase in operating expenses, particularly compensation and stock-based awards, reflects the intense competition for skilled professionals in the financial services industry. The identified material weaknesses in internal controls are a concern, especially in a highly regulated sector where robust compliance and financial reporting are paramount. The company's foray into AI-related investments and its focus on private equity opportunities in emerging technology, med-tech, defense, and AI sectors indicate an attempt to align with high-growth areas within the broader financial and technology landscapes.

Comparison to Industry Standards

The company's net loss of $22.4 million in 2025, despite a revenue surge, contrasts with more established, profitable financial services firms like Goldman Sachs or Morgan Stanley, which typically demonstrate consistent profitability and lower expense-to-revenue ratios.
The 503% increase in operating costs, particularly compensation and benefits, suggests a high-growth, high-investment phase, which is common for emerging financial services companies but deviates from the more mature cost structures of industry leaders.
The identified material weaknesses in internal controls are a significant deviation from industry best practices and regulatory expectations for publicly traded financial institutions, which are expected to maintain robust internal control environments to prevent fraud and ensure accurate financial reporting.
The reliance on non-cash stock-based compensation ($55.0 million in 2025) for a substantial portion of executive and advisory remuneration is a common practice in high-growth or early-stage companies, but it is a higher proportion compared to established, cash-flow-rich financial institutions.
The company's market capitalization of $54.5 million as of June 30, 2025, and its thinly traded stock, place it in the smaller reporting company category, facing different competitive dynamics and investor scrutiny compared to large-cap financial services providers.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	NA	Tim S. Ledwick	2025-10-01	Appointment as Interim Chief Financial Officer; previously served as Audit Committee Chair.
Director	NA	Brian Parsley	2025-09-01	Joined the Board of Directors.
Director	Robert Dudley	NA	2025-07-01	Passed away in the third quarter of 2025.
Director	Ronald Lieberman	NA	2025-04-01	Left the Board of Directors in the second quarter of 2025; became a member of the Advisory Board.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Amendment to Certificate of Incorporation	Amended Article SEVENTH to limit personal liability of directors and officers to the fullest extent permitted by Delaware General Corporation Law (DGCL) and to provide indemnification and reimbursement.	2025-12-09	Enhances protection for directors and officers, potentially reducing personal risk associated with their roles, which could aid in attracting and retaining talent. However, it also limits recourse for the corporation and stockholders for certain breaches of fiduciary duty.
New Article in Certificate of Incorporation	Added Article NINTH establishing Delaware state courts (or federal district court for District of Delaware) as the sole and exclusive forum for certain internal corporate actions (derivative actions, fiduciary duty claims, DGCL claims, bylaws interpretation, internal affairs doctrine claims). Excludes federal securities claims.	2025-12-09	Centralizes litigation related to internal corporate affairs in Delaware, potentially reducing legal costs and increasing predictability for the company. However, it restricts stockholders' choice of forum for such disputes. The explicit exclusion for federal securities claims ensures compliance with federal law.
Amendment to 2022 Equity Incentive Plan	Stockholders approved increasing the number of shares reserved for issuance under the 2022 Plan by 10,000,000 shares, from 11,720,750 to 21,720,750 shares.	2026-03-04	Provides greater flexibility for the company to grant equity awards to employees, directors, and advisors, which is crucial for attracting, retaining, and incentivizing talent. This could lead to further dilution for existing shareholders.
Amendment to 2022 Equity Incentive Plan	Stockholders approved clarifying the calculation of the annual increase in shares reserved for issuance under the 2022 Plan, to be the lesser of 20% of outstanding common stock or a smaller number determined by the board, commencing January 1, 2027, until January 1, 2032.	2026-03-04	Establishes a clear, automatic mechanism for replenishing the equity incentive pool, ensuring ongoing ability to use stock-based compensation. The 20% cap provides a significant potential for annual dilution, which shareholders should monitor.
Clawback Policy	Adopted a clawback policy to recoup improper incentive-based compensation payments from current and former executive officers in the event of a financial restatement due to material noncompliance.	2024-04-01	Enhances corporate accountability and aligns executive compensation with accurate financial reporting, reducing the risk of executives benefiting from erroneous financial statements. This is a positive for corporate governance and investor confidence.

Legal Proceedings

In March 2024, Dominari Securities LLC received a notice of petition for a filed action seeking relief related to the hiring of new registered representatives from their former employer. The company disputes the claim and intends to defend itself vigorously, but the outcome and potential loss cannot be reasonably estimated, and no loss contingency has been recorded.

Related Party Transactions

The company earned approximately $5.8 million in underwriting fees from transactions where Revere Securities, LLC also participated in 2025 ($930,000 in 2024). Kyle Wool, President and Director, previously held a 30% equity interest in Revere until May 20, 2025.
Dominari Securities earned approximately $7.6 million in placement agent fees, and Dominari Manager earned approximately $1.2 million in management fees from Series investments for which AV Manager earns management fees. The company holds a 90% membership interest in AV Manager and AV Investment Manager.
Certain directors and officers participated in the February 2025 Financings, purchasing common stock and warrants. Anthony Hayes and Kyle Wool each purchased $1,000,000 worth of securities, Christopher Devall purchased $100,000, Ronald Lieberman purchased $75,000, and Gregory Blattner, Kyle Haug, and Tim S. Ledwick each purchased $50,000, $50,000, and $30,000 respectively.
Advisory agreements were entered into on February 10, 2025, with Donald J. Trump, Jr., Eric Trump (both 5%+ stockholders), and Ronald Lieberman (former director, now advisory board member), involving initial and milestone-based issuances of common stock (250,000 shares each initially for Trump Jr. and Eric Trump, 50,000 for Lieberman, with potential for additional shares).
An advisory agreement was entered into on December 1, 2025, with Jamie McCourt, involving a stock option to purchase 50,000 shares of common stock.
Employee loans were made to various employees totaling $2.4 million in 2024, with outstanding balances of $1.8 million as of December 31, 2025, and $2.2 million as of December 31, 2024. Interest received was $51,000 in 2025 and $39,000 in 2024.

Stakeholder Impact

**Shareholders**: Experience significant dilution from substantial stock-based compensation and equity raises. Benefit from special cash dividends and potential upside from growth in financial services, but face risks from widening net losses, internal control weaknesses, and stock price volatility. Concentration of ownership by executive officers and directors (68.5%) could limit influence of non-controlling shareholders.
**Employees**: Benefit from significant stock-based compensation and performance-based bonuses, which are key for attraction and retention in a competitive industry. The company's growth strategy in financial services creates new opportunities.
**Customers**: Benefit from a broader range of broker-dealer and registered investment adviser services, including wealth management, investment banking, sales and trading, asset management, and insurance products. However, the identified internal control weaknesses could pose risks to client data security and financial reporting integrity.
**Regulators**: Increased scrutiny due to identified material weaknesses in internal controls and ongoing legal proceedings. The company's extensive regulatory environment requires strict compliance, and any failures could lead to sanctions and reputational damage.
**Creditors**: Face risks from the company's accumulated deficit and reliance on future capital raises. However, increased cash and marketable securities provide some liquidity comfort in the short term.

Next Steps

Remediate material weaknesses in internal controls over financial reporting by increasing internal accounting personnel, engaging external specialists, and implementing IT changes.
Continue to implement the business strategy, including seeking partnership opportunities and acquisitions in the financial services industry.
Monitor and manage credit risk, market risk, and operational risks associated with financial services activities.
Attract, develop, and retain highly skilled employees, particularly financial advisors, in a competitive industry.
Address the legal proceeding against Dominari Securities related to hiring new registered representatives.
Evaluate and manage the impact of evolving regulatory frameworks, including those related to artificial intelligence.
Continue to evaluate and potentially raise additional capital through debt or equity financing to support growth and operations.
The 2022 Equity Incentive Plan will automatically increase shares reserved for issuance each January 1st from 2027 to 2032.

Key Dates

Date	Description
1967	Company founded as Spherix Incorporated (formerly AIkido Pharma, Inc.).
2013-09-10	Company underwent an ownership change as defined by Section 382 of the Internal Revenue Code.
2013-09-30	Series D Convertible Preferred Stock established in connection with the acquisition of North South's patent portfolio.
2013-11-22	Series D-1 Convertible Preferred Stock established.
2014-03-31	Company underwent an ownership change as defined by Section 382 of the Internal Revenue Code.
2016-05-24	Company underwent an ownership change as defined by Section 382 of the Internal Revenue Code.
2019-12-05	Company underwent an ownership change as defined by Section 382 of the Internal Revenue Code.
2020-03-31	Company underwent an ownership change as defined by Section 382 of the Internal Revenue Code.
2021-03-31	Company underwent an ownership change as defined by Section 382 of the Internal Revenue Code.
2021-06-28	Employment agreement entered into with Anthony Hayes as Chief Executive Officer.
2021-12-01	Company entered into a Lease Agreement for 22nd Floor Premises at 725 Fifth Avenue, New York, New York.
2021-12-26	Company entered into a securities purchase agreement with AdvEn Inc.
2022-03-22	Company entered into a securities purchase agreement with Tesspay, Inc. and Epic Games shares through Aeon Partners Fund.
2022-04-01	Company invested an additional $2 million for Epic Games shares through Aeon Partners Fund.
2022-04-01	Company entered into a securities purchase agreement with Automation Anywhere, Inc.
2022-04-01	Company entered into a securities purchase agreement with Thrasio, LLC.
2022-06-01	Company formed Dominari Financial Inc. with the intent of shifting primary operating focus to fintech and financial services.
2022-07-01	Employment agreement entered into with Christopher Devall as Vice President (now COO).
2022-07-11	Commencement Date of the Company's Lease for 22nd Floor Premises.
2022-09-09	Dominari Financial entered into a membership interest purchase agreement with Fieldpoint Private Bank & Trust for FPS (later Dominari Securities).
2022-09-23	Dominari Financial entered into a Lease Agreement for Premises at 725 Fifth Avenue, New York, New York.
2022-10-04	Initial Closing of FPS acquisition, Dominari Financial paid $2.0 million for 20% of membership interests.
2022-10-07	Company adopted the 2022 Equity Incentive Plan.
2022-10-12	Employment agreement entered into with Kyle Wool as CEO of Dominari Financial.
2023-01-01	Christopher Devall appointed Chief Operating Officer.
2023-01-11	Monthly rent payments commenced for the Company's Lease.
2023-02-01	Dominari Financial took possession of its leased Premises.
2023-03-20	FINRA approved the Rule 1017 Application for change of ownership of FPS.
2023-03-27	Second closing of FPS acquisition, Dominari Financial paid $1.4 million for remaining 80% of membership interests; FPS renamed Dominari Securities LLC.
2023-04-01	Amendment to Anthony Hayes' employment agreement became effective.
2023-07-01	Christopher Devall's employment agreement amended in connection with his appointment as Chief Operations Officer.
2023-10-01	Company issued 96,311 shares of common stock to a Board member for services.
2023-10-11	Company and Continental Stock Transfer & Trust Co. entered into a certain rights agreement.
2023-10-13	Company entered into Limited Liability Agreements with Dominari Manager LLC and Dominari IM LLC.
2024-03-01	Dominari Manager established various series of funds for the Master SPV.
2024-03-01	Company received a notice of petition of a filed action against Dominari Securities related to hiring new registered representatives.
2024-04-30	Tesspay filed an amendment to its SEC Form S-1 Registration Statement.
2024-05-02	Company entered into an agreement to purchase 100,000 Series XI xAI Units for $0.1 million.
2024-05-21	Dominari Financial and Heritage Strategies LLC entered into a JV Agreement to form Dominari Financial Heritage Strategies LLC (DFHS).
2024-06-11	Company executed grant agreements with Anthony Hayes and Kyle Wool for 154,559 shares each.
2024-06-17	Company entered into an agreement to purchase 25,000 Series XI Cerebras Units for $25,000.
2024-07-25	Company entered into an agreement to purchase 25,000 Series XII Groq Units for $25,000.
2024-09-11	Company entered into a securities exchange agreement with AdvEn Inc.
2024-11-01	Company partially redeemed membership units in Aeon Partner Funds Series DB (Databricks, Inc.).
2024-11-01	CBIZ CPAs P.C. acquired the attest business of Marcum llp, becoming the Company's auditor.
2024-11-01	FASB issued ASU No. 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures, effective for annual reporting periods beginning after December 15, 2026.
2024-12-02	Convergent Convertible Note matured.
2024-12-31	Company executed grant agreements with Anthony Hayes and Kyle Wool for 309,118 shares each.
2025-01-01	Anthony Hayes' annual base salary increased to $650,000.
2025-01-01	ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, adopted by the Company on a prospective basis.
2025-02-10	Company entered into securities purchase agreements for a direct offering and concurrent private placement, raising $13.5 million.
2025-02-10	Company entered into advisory agreements with Donald J. Trump, Jr., Eric Trump, and Ronald Lieberman, issuing common stock.
2025-02-10	Company issued 50,000 shares of common stock under the 2022 Equity Incentive Plan.
2025-02-10	Company granted 5.0 million fully vested nonqualified stock options each to Anthony Hayes and Kyle Wool, conditioned on shareholder approval.
2025-02-10	Company issued 351,851 shares of common stock to Christopher Devall under the 2022 Equity Incentive Plan.
2025-02-11	Board of directors approved a special cash dividend of $0.32 per share.
2025-02-12	Special equity grant of 500,000 shares of common stock to Anthony Hayes.
2025-02-24	Record date for the $0.32 per share special cash dividend.
2025-03-03	Payment date for the $0.32 per share special cash dividend.
2025-03-11	Company executed grant agreements with Anthony Hayes and Kyle Wool for 154,559 shares each.
2025-03-24	American Innovative Robotics Promissory Note fully paid off.
2025-03-31	American Data Centers Inc. (ADC) completed a series of transactions, changing its name to American Bitcoin Corp. (American Bitcoin), in which the Company held a 3.17% minority interest.
2025-04-01	Shareholders voted to approve an increase in the 2022 Equity Incentive Plan's share reserve, allowing Performance Awards to Anthony Hayes and Kyle Wool to be delivered.
2025-05-20	Kyle Wool no longer holds an equity interest in Revere Securities.
2025-06-17	Company entered into two Limited Liability Agreements with American Ventures Management LLC (AV Manager) and American Ventures IM LLC (AV Investment Manager), holding a 90% membership interest in each.
2025-06-24	Amendment to employment agreement with Anthony Hayes became effective, increasing his annual base salary.
2025-06-27	American Bitcoin consummated a private placement, raising $220 million, with Dominari Securities acting as placement agent. Company's minority interest adjusted to 2.6%.
2025-06-30	Company executed a Note Modification Agreement to extend the maturity date of the Raefan Industries LLC note to December 31, 2025.
2025-07-01	One Big Beautiful Bill Act (OBBBA) enacted, permanently allowing taxpayers to deduct domestic R&E expenditures paid or incurred after December 31, 2024.
2025-08-22	Board of directors approved a special cash dividend of $0.22 per share.
2025-08-28	Internal Revenue Service issued procedural guidance in Revenue Procedure 2025-28 for implementing IRC Section 174A.
2025-09-02	Gryphon Digital Mining, Inc. entered into a definitive merger agreement with American Bitcoin Corp. to form a combined company, ABTC.
2025-09-03	ABTC began trading on NASDAQ for $8.00 per share. Record date for the $0.22 per share special cash dividend.
2025-09-26	Payment date for the $0.22 per share special cash dividend.
2025-10-01	Tim S. Ledwick appointed Interim Chief Financial Officer. Commencement date of the Company's Florida Lease.
2025-10-31	Company took possession of Florida Premises.
2025-12-01	Company entered into an advisory agreement with Jamie McCourt, issuing 50,000 nonqualified stock options.
2025-12-10	Company issued 316,346 shares of common stock under the 2022 Equity Incentive Plan, vesting on September 30, 2026.
2025-12-11	Company declared a special cash dividend of $0.432 per share. Company issued 80,000 shares of common stock under the 2022 Equity Incentive Plan, vesting on the one-year anniversary of the grant date.
2025-12-30	Company entered into an agreement to sell its 23,199,205 shares of ABTC common stock for $32.4 million.
2025-12-31	Fiscal year ended. Material weaknesses in internal controls over financial reporting identified.
2026-01-05	Record date for the $0.432 per share special cash dividend.
2026-01-07	Special equity grant of 3,000,000 shares of common stock each to Anthony Hayes and Kyle Wool.
2026-01-20	Closing date for the sale of ABTC common stock, with receipt of $32.4 million.
2026-01-26	Payment date for the $0.432 per share special cash dividend.
2026-03-04	Stockholders approved amendments to increase shares reserved for the 2022 Equity Incentive Plan and clarified annual increase mechanism. Shares granted on Jan 7, 2026 to Hayes and Wool fully vested.
2026-03-20	Company entered into amendments to employment agreements of Anthony Hayes and Kyle Wool.
2026-03-27	As of date for common stock outstanding (22,613,781 shares) and closing price ($2.88).
2026-03-31	Audit report date for the year ended December 31, 2025.
2026-06-01	One half of Jamie McCourt's Advisor Options shall vest and become exercisable.
2026-06-05	Initial lock-up period ends for certain Level 3 securities owned.
2026-09-30	316,346 shares of common stock issued on Dec 10, 2025, will vest.
2026-12-11	80,000 shares of common stock issued on Dec 11, 2025, will vest.
2026-12-15	ASU No. 2024-03 is effective for annual reporting periods beginning after this date.
2027-01-01	Annual increase in shares reserved for issuance under the 2022 Equity Incentive Plan will automatically commence.
2027-01-01	All domestic R&E expenditures incurred in 2022 are expected to be fully amortized by this date.
2027-01-01	Class I Director Kyle Haug's directorship will be voted on by stockholders at the 2027 Annual Stockholder Meeting.
2028-01-01	Class II Director Anthony Hayes' directorship will be voted on by stockholders at the 2028 Annual Stockholder Meeting.
2032-01-01	The 2022 Equity Incentive Plan expires.

Recommendation

hold

Dominari Holdings Inc. presents a mixed financial picture. The company achieved remarkable revenue growth in its financial services segments, indicating successful strategic execution in its new core business. The significant increase in cash and marketable securities also points to improved liquidity. However, this growth came at a substantial cost, resulting in a widened net loss and an increased accumulated deficit. The identified material weaknesses in internal controls are a serious concern that could impact investor confidence and regulatory standing. While the company's strategic shift and revenue momentum are positive, the profitability challenges and control deficiencies warrant caution. A 'hold' recommendation is appropriate as investors should monitor the company's progress in remediating internal control issues and demonstrating a clear path to sustainable profitability, rather than reacting solely to top-line growth.

Keywords

Financial Services, Wealth Management, Investment Banking, Asset Management, Broker-Dealer, SEC Filing, 10-K, Dominari Holdings, DOMH, Fintech, Capital Markets, Underwriting, Commissions, Carried Interest, Marketable Securities, American Bitcoin Corp, ABTC, Internal Controls, Cybersecurity, Corporate Governance, Stock-based Compensation, Dividends, Nasdaq

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