false
0000012239
0000012239
2026-03-04
2026-03-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 4, 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 and telephone number, including area code,
of registrant’s 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 of 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, par value $0.0001 per share |
|
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 5.07 Submission of Matters to a Vote of Security Holders
On March 4, 2026, at the special
meeting of stockholders (the “Special Meeting”) of the Company, of the Company’s (i) 16,222,435 shares of common stock,
each having one vote per share of common stock, (ii) 3,825 shares of Series D Convertible Preferred Stock, each having 0.007285 votes
per share of Series D Convertible Preferred Stock, and (iii) 834 shares of Series D-1 Convertible Preferred Stock, each having 0.007285
votes per share of Series D-1 Convertible Preferred Stock, issued and outstanding and eligible to vote as of the record date of January
22, 2026, a quorum of 7,019,711 voting shares, or approximately 43.27% of the eligible shares of voting stock entitled to vote at the
Special Meeting, was present or represented by proxy. Each of the matters set forth below is described in detail in the proxy statement
(the “Proxy Statement”) filed with the Securities and Exchange Commission on February 6, 2026. The following actions were
taken at the Special Meeting:
Proposal No. 1: The 2022 Equity Incentive Plan
Amendment Proposal
The first proposal was to approve
amendments to (1) Section 4(a) of the Dominari Holdings Inc. (f/k/a Akido Pharma, Inc.) 2022 Equity Incentive Plan (the “2022 Plan”)
to (1) increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan by 10,000,000
shares of common stock from 11,720,750 shares of common stock to 21,720,750 shares of common stock and (2) Section 4(b) of the 2022 Plan
to clarify the calculation of the annual increase in shares of common stock reserved for issuance under the 2022 Plan to provide that
commencing on January 1, 2027 and continuing until January 1, 2032, the number of shares reserved for issuance under the 2022 Plan shall
automatically increase each January 1st, by a number of shares equal to the lesser of (i) 20% of the total number of shares
of common stock issued and outstanding on the immediately preceding December 31st and (ii) such smaller number of shares of
common stock as determined by the board of directors. The vote on the proposal was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 6,380,149 |
|
631,857 |
|
7,705 |
Proposal No. 1 was approved by
a majority of the votes cast.
Proposal No. 2: The Adjournment Proposal
The second proposal was to approve
the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the
event that there are insufficient votes to approve the foregoing proposal. The vote on the proposal was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 6,395,283 |
|
603,973 |
|
20,455 |
Proposal
No. 2 was approved by a majority of the votes cast.
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 5, 2026
| DOMINARI HOLDINGS INC. |
|
| |
|
|
| By: |
/s/ Anthony Hayes |
|
| Name: |
Anthony Hayes |
|
| Title: |
Chief Executive Officer |
|
