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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 31, 2026
Dominari Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41845 |
|
52-0849320 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
725 5th Avenue, 22nd Floor
New York, NY 10022
(212) 393-4540
(Address, including Zip Code and Telephone
Number, including
Area Code, of Principal Executive Offices)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
DOMH |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 31, 2026, Dominari
Holdings Inc. (the “Company”), a Delaware corporation, issued a press release announcing its preliminary revenue results
for the year ended December 31, 2025 and recent business highlights of the Company. A copy of the press release is furnished hereto as
Exhibit 99.1.
The information provided in
Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under
the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation
language in such filing, except as otherwise expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
|
Description |
| 99.1 |
|
Press Release, dated March 31, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: March 31, 2026 |
DOMINARI HOLDINGS INC. |
| |
|
|
| |
By: |
/s/ Anthony Hayes |
| |
Name: |
Anthony Hayes |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Dominari 2025 Revenue Surges 487% in 2025, Balance
Sheet Strengthens Significantly
Underwriting revenues increased nearly six-fold
and liquidity and working capital more than double in 2025
New York City/PRNewswire/March 31, 2026,
Dominari Holdings Inc. (Nasdaq: DOMH) (“Dominari” or the “Company”), today announced highlights of its financial
results for the year ended December 31, 2025, which were filed with the Securities and Exchange Commission (“SEC”) in the
Company’s annual SEC Form 10K.
“In 2025, we achieved remarkable year over
year revenue growth of nearly five times the revenue we had in 2024, reflecting strong underwriting activity, added sources of revenue,
robust client engagement and disciplined operational execution,” said Anthony Hayes, Chief Executive Officer of Dominari. Mr. Hayes
further noted that “when excluding non-cash-based expenses, we saw a year over year proforma bottom line improvement of nearly $46
million as compared to 2024 using the same metrics.” Mr. Hayes continued, “The explosive growth and expansion of our business
reflect the continued efforts and leadership of Dominari’s President, Mr. Kyle Wool, and his team of professionals. The Company’s
financial metrics have improved across the board as we focus on delivering value to our shareholders every day. We look to build upon
our success in 2026, and we are excited about the opportunities ahead. Under Mr. Wool's leadership, we expect continued growth with our
business model that emphasizes prudent management while also being flexible and a trusted partner to continue to provide exceptional customer
service to our clients.”
2025 Highlights
| ● | Revenue of $123.1 million, up over 487% from
the prior year revenue of $21.0 million. |
| o | Underwriting revenues totaled $79.0 million in 2025 as compared to $11.4 million in 2024, representing
a 596% increase year over year. |
| o | Carried interest totaled $22.7 million or approximately 18% of 2025 total revenue as compared to no such
revenue in 2024. |
| ● | Loss
from operations of $55.7 million, an increase of $47.0 million compared to a loss of $8.7
million in 2024, reflecting the increased expenses related to $55.0 million of non-cash stock-based
compensation recorded in 2025. |
| ● | Other
income of $42.6 million, an increase of $48.6 million compared to a loss of $6.0 million
in 2024. This increase was primarily driven by the increase in the market value of the Company’s
strategic investment in American Bitcoin Corp., which began trading on the Nasdaq exchange
on September 3, 2025 under the ticker symbol “ABTC.” The Company sold its ABTC
shares in January 2026 for $32.4 million in cash. |
| ● | Net
loss to common stockholders of $22.4 million, an increase of $7.7 million compared to a net
loss of $14.7 million in 2024. This increased net loss to common stockholders is as a result
of a $53.4 million increase in non-cash stock-based compensation costs as well as $7.3 million
of tax expense recognized in 2025. |
| o | Excluding
the non-cash stock-based compensation, the non-GAAP adjusted net income (loss) to common
stockholders was $32.6 million as compared to a net loss of $13.1 million for 2024, or a
$45.6 million increase year over year. |
| ● | The
Company declared $22.2 million of dividends during the year including a $10.0 million dividend
announced in December for shareholders of record on January 6, 2026. This represents the
first time in the Company’s history paying dividends, reflecting the continued commitment
to drive shareholder value. |
| ● | The
Company’s liquid assets (defined as: “cash, marketable securities, securities
owned and receivable from clearing brokers”) totaled $94.3 million at the end of 2025,
representing an increase of $67.2 million from year-end 2024 or a 248% increase, total assets
increased $65.8 million or 140% to $112.9 million, and total stockholders’ equity increased
by $29.5 million to $69.4 million compared to $39.9 million, or a 74% increase year over
year. |
DOMINARI HOLDINGS INC.
Condensed Consolidated Balance Sheets
($ in thousands except share and per
share amounts)
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | |
| ASSETS | |
| | |
| |
| | |
| | |
| |
| Cash and cash equivalents | |
$ | 34,005 | | |
$ | 4,079 | |
| Marketable securities | |
| 46,516 | | |
| 4,157 | |
| Securities owned | |
| 9,756 | | |
| 1,616 | |
| Receivable from clearing brokers | |
| 3,995 | | |
| 17,279 | |
| Long-term equity investments | |
| 11,744 | | |
| 12,282 | |
| Loans to employees | |
| 1,767 | | |
| 2,150 | |
| Right-of-use assets | |
| 2,721 | | |
| 2,944 | |
| Notes receivable | |
| — | | |
| 902 | |
| Prepaid expenses and other assets | |
| 2,403 | | |
| 1,716 | |
| Total assets | |
$ | 112,907 | | |
$ | 47,125 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 611 | | |
$ | 919 | |
| Accrued compensation and commissions | |
| 17,754 | | |
| 2,057 | |
| Accrued dividends payable | |
| 10,335 | | |
| — | |
| Contract liabilities | |
| 4,504 | | |
| 1,100 | |
| Lease liability | |
| 2,841 | | |
| 3,039 | |
| Income taxes payable | |
| 7,318 | | |
| — | |
| Other liabilities | |
| 173 | | |
| 157 | |
| Total liabilities | |
| 43,536 | | |
| 7,272 | |
| | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | |
| Preferred stock, $.0001 par value, 50,000,000 authorized | |
| | | |
| | |
| Convertible Preferred Series D: 5,000,000 shares designated; 3,825 shares issued and outstanding as of December 31, 2025 and 2024; liquidation value of $0.0001 per share | |
| — | | |
| — | |
| Convertible Preferred Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding as of December 31, 2025 and 2024; liquidation value of $0.0001 per share | |
| — | | |
| — | |
| Common stock, $0.0001 par value, 100,000,000 shares authorized; 16,067,435 and 7,037,022 shares issued as of December 31, 2025 and 2024, respectively; 16,067,435 and 6,976,874 shares outstanding as of December 31, 2025 and 2024, respectively | |
| — | | |
| — | |
| Additional paid-in capital | |
| 337,505 | | |
| 263,820 | |
| Treasury stock, as of cost, 0 shares and 60,148 shares as of December 31, 2025 and 2024, respectively | |
| — | | |
| (501 | ) |
| Accumulated deficit | |
| (268,134 | ) | |
| (223,466 | ) |
| Total stockholders’ equity | |
| 69,371 | | |
| 39,853 | |
| Total liabilities and stockholders’ equity | |
$ | 112,907 | | |
$ | 47,125 | |
DOMINARI HOLDINGS INC.
Consolidated Statements of Operations
($ in thousands except share and per share amounts)
| | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | |
| Revenues | |
| | |
| |
| Underwriting services | |
$ | 79,030 | | |
$ | 11,362 | |
| Carried interest | |
| 22,681 | | |
| — | |
| Commissions | |
| 19,551 | | |
| 6,065 | |
| Interest income | |
| 1,272 | | |
| 666 | |
| Principal transactions | |
| (872 | ) | |
| 2,158 | |
| Other revenue | |
| 1,442 | | |
| 720 | |
| Total revenue | |
| 123,104 | | |
| 20,971 | |
| | |
| | | |
| | |
| Operating costs and expenses | |
| | | |
| | |
| Compensation and benefits | |
| 145,270 | | |
| 21,980 | |
| Advisory fees | |
| 21,108 | | |
| 116 | |
| Legal fees | |
| 2,877 | | |
| 722 | |
| Professional and consulting fees | |
| 3,003 | | |
| 2,666 | |
| Other expenses | |
| 6,572 | | |
| 4,189 | |
| Total operating expenses | |
| 178,830 | | |
| 29,673 | |
| Loss from operations | |
| (55,726 | ) | |
| (8,702 | ) |
| | |
| | | |
| | |
| Other income (expenses) | |
| | | |
| | |
| Other income | |
| 10 | | |
| 86 | |
| Interest income | |
| 65 | | |
| 293 | |
| Gain on marketable securities, net | |
| 42,276 | | |
| 3,085 | |
| Realized and unrealized gain (loss) on notes receivable, net | |
| 221 | | |
| (2,347 | ) |
| Change in carrying value of investments | |
| — | | |
| (7,118 | ) |
| Total other income (expenses) | |
| 42,572 | | |
| (6,001 | ) |
| Net loss before income tax expense | |
$ | (13,154 | ) | |
$ | (14,703 | ) |
| Provision for income taxes | |
| 7,318 | | |
| — | |
| Net loss | |
| (20,472 | ) | |
| (14,703 | ) |
| Less: Net income attributable to non-controlling interests | |
| 1,963 | | |
| — | |
| Net loss attributable to common stockholders of Dominari Holdings Inc. | |
$ | (22,435 | ) | |
$ | (14,703 | ) |
| | |
| | | |
| | |
| Net loss per share, basic and diluted | |
| | | |
| | |
| Basic and Diluted | |
$ | (1.57 | ) | |
$ | (2.38 | ) |
| | |
| | | |
| | |
| Weighted average number of shares outstanding, basic and diluted | |
| | | |
| | |
| Basic and Diluted | |
| 14,285,097 | | |
| 6,183,397 | |
DOMINARI HOLDINGS INC.
Consolidated Statements of Cash Flows
($ in thousands)
| | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | |
| Cash flows from operating activities | |
| | |
| |
| Net loss | |
$ | (20,472 | ) | |
$ | (14,703 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Amortization of right-of-use assets | |
| 223 | | |
| 391 | |
| Depreciation | |
| 105 | | |
| 105 | |
| Change in carrying value of long-term investment | |
| — | | |
| 7,118 | |
| Non-cash underwriting revenues | |
| (27,327 | ) | |
| (176 | ) |
| Non-cash commission expense | |
| 20,341 | | |
| — | |
| Stock-based compensation – employees | |
| 33,978 | | |
| 1,633 | |
| Stock-based compensation – advisors | |
| 21,029 | | |
| — | |
| Realized gain on marketable securities | |
| (345 | ) | |
| (6,489 | ) |
| Unrealized (gain) loss on marketable securities | |
| (42,254 | ) | |
| 3,116 | |
| Unrealized (gain) loss on securities owned | |
| (1,593 | ) | |
| (1,440 | ) |
| Realized and unrealized (gain) loss on note receivable | |
| (221 | ) | |
| 2,347 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Prepaid expenses and other assets | |
| (451 | ) | |
| (122 | ) |
| Receivable from clearing brokers | |
| 13,284 | | |
| (9,592 | ) |
| Accounts payable and accrued expenses | |
| (309 | ) | |
| (117 | ) |
| Accrued compensation and commissions | |
| 15,697 | | |
| 1,929 | |
| Contract liabilities | |
| 3,404 | | |
| 1,100 | |
| Right of use asset and liability, net | |
| (198 | ) | |
| (410 | ) |
| Income taxes payable | |
| 7,318 | | |
| — | |
| Securities owned | |
| 441 | | |
| (1,616 | ) |
| Other liabilities | |
| 91 | | |
| 135 | |
| Notes receivable, at fair value - net interest accrued | |
| (21 | ) | |
| 57 | |
| Net cash provided by (used in) operating activities | |
| 22,720 | | |
| (16,734 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Purchase of marketable securities | |
| (18,034 | ) | |
| (6,210 | ) |
| Sale of marketable securities | |
| 17,857 | | |
| 21,174 | |
| Collection of principal on note receivable | |
| 1,144 | | |
| 1,000 | |
| Loans to employees | |
| — | | |
| (2,390 | ) |
| Purchase of long-term investments | |
| — | | |
| (150 | ) |
| Redemption of long-term investments | |
| 538 | | |
| 4,316 | |
| Collection of loans to employees | |
| 383 | | |
| 240 | |
| Net cash provided by investing activities | |
| 1,888 | | |
| 17,980 | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Cash paid for Dividends | |
| (11,898 | ) | |
| — | |
| Distributions to non-controlling interest | |
| (1,963 | ) | |
| — | |
| Cash from issuance common stock, net of offering cost | |
| 13,551 | | |
| — | |
| Cash from issuance common stock for exercised warrants | |
| 5,628 | | |
| — | |
| Net cash provided by financing activities | |
| 5,318 | | |
| — | |
| | |
| | | |
| | |
| Net increase in cash and cash equivalents | |
| 29,926 | | |
| 1,246 | |
| Cash and cash equivalents, beginning of period | |
| 4,079 | | |
| 2,833 | |
| | |
| | | |
| | |
| Cash and cash equivalents, end of period | |
$ | 34,005 | | |
$ | 4,079 | |
| | |
| | | |
| | |
| Cash paid for interest and taxes | |
$ | 485 | | |
$ | 9 | |
| | |
| | | |
| | |
| Supplemental cash flow disclosures including non-cash activities: | |
| | | |
| | |
| Transfer from long-term investment to marketable securities | |
$ | — | | |
$ | 1,033 | |
| Right-to-use assets established | |
$ | 228 | | |
$ | — | |
| Operating lease liabilities established | |
$ | 228 | | |
$ | — | |
The press release contains non-GAAP financial measures
within the meaning of Regulation G promulgated by the Securities and Exchange Commission. To supplement its consolidated condensed financial
statements presented in accordance with U.S. generally accepted accounting principles (GAAP), the Company provides the additional non-GAAP
financial measures of operating incomen net income and earnings per share. The Company believes that these non GAAP financial measures
are appropriate to enhance understanding of its past performance as well as prospects for future performance. A reconciliation of the
differences between these non GAAP financial measures with the most directly comparable financial measure calculated in accordance with
GAAP is shown in the table below.
DOMINARI HOLDINGS, INC.
RECONCILIATION OF GAAP TO NON-GAAP
FINANCIAL MEASURES
(In Thousands, Except Share
and Per Share Data)
(Unaudited)
| | |
Years Ended December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Loss from Operations | |
$ | (55,726 | ) | |
$ | (8,702 | ) |
| Non-cash stock-based compensation | |
| 55,007 | | |
| 1,633 | |
| Adjusted Loss from Operations | |
$ | (719 | ) | |
$ | (7,069 | ) |
| | |
| | | |
| | |
| Net (loss) attributable to common stockholders' of Dominari Holdings | |
$ | (22,435 | ) | |
$ | (14,703 | ) |
| Non-cash stock-based compensation | |
| 55,007 | | |
| 1,633 | |
| | |
| | | |
| | |
| Adjusted Net Income (loss) attributable to common stockholders' of Dominari Holdings | |
$ | 32,572 | | |
$ | (13,070 | ) |
| | |
| | | |
| | |
| Net income (loss) per share, basic and diluted | |
| | | |
| | |
| Basic | |
$ | 2.28 | | |
$ | (2.11 | ) |
| | |
| | | |
| | |
| Weighted average number of shares outstanding, basic and diluted | |
| | | |
| | |
| Basic | |
| 14,285,097 | | |
| 6,183,397 | |
For additional
information about Dominari Holdings Inc., please visit: https://www.dominariholdings.com/
About Dominari Holdings Inc.
The Company is a holding
company that, through its various subsidiaries, is currently engaged in wealth management, investment banking, sales and trading and asset
management. In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping
them to operate efficiently and reduce cost under a streamlined infrastructure. In addition to organic growth, the Company seeks opportunities
outside of its current business to enhance shareholder value, including in the AI and Data Center sectors.
Dominari Securities LLC's Mission Statement:
Dominari Securities LLC, a principal subsidiary
of Dominari Holdings Inc., is a dynamic, forward-thinking financial services company that seeks to create wealth for all stakeholders
by capitalizing on emerging trends in the financial services sector and identifying early-stage future opportunities that are expected
to generate a high rate of return for investors.
Securities Brokerage and Registered Investment
Adviser Services are offered through Dominari Securities LLC, a Member of FINRA, MSRB and SIPC. Securities brokerage, investment adviser
and other non-bank deposit investments are not FDIC insured and may lose some or all of the principal invested. You can check the background
of Dominari Securities LLC and its registered investment professionals and review its SEC Form CRS on FINRA’s BrokerCheck site at https://brokercheck.finra.org. Information
for Dominari Securities LLC and its registered investment professionals as well as its SEC Form CRS may also be found on FINRA’s
BrokerCheck site.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Words
such as "may," "might," "will," "should," "believe," "expect," "anticipate,"
"estimate," "continue," "predict," "forecast," "project," "plan," "intend"
or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company
believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements,
which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates
and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings
with the SEC, which include but are not limited to the Risk Factors set forth in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2025 relating to its business. Thus, actual results could be materially different. The Company expressly
disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required
by law.
Contacts:
Dominari Holdings Inc.
https://www.dominariholdings.com/
