Dominari Holdings (DOMH) cuts warrant price, eyes $2.9M and share exchange

Q: What did Dominari Holdings Inc. (DOMH) announce in this 8-K?

Dominari Holdings Inc. entered into Inducement Agreements with Series A warrant holders to reduce warrant overhang. Holders can either exercise all warrants at $2.20 per share for cash or exchange them at a 5:1 ratio for common stock with no extra payment.

Q: How much cash does Dominari Holdings (DOMH) expect to receive from the warrant inducement?

Dominari Holdings expects to receive approximately $2.9 million in gross proceeds from Option A exercises. This cash comes from holders choosing to exercise all of their Series A warrants for cash at the reduced $2.20 per share exercise price before the stated deadline.

Q: What equity issuance does Dominari Holdings (DOMH) expect under Option B?

Under Option B, Dominari Holdings expects to issue approximately 115,000 shares of common stock. These shares result from exchanging unexercised Series A warrants at a 5:1 exchange ratio , with one share issued for every five underlying warrant shares, for no additional consideration.

Q: How were the Dominari Holdings (DOMH) exchange shares issued from a regulatory standpoint?

The common stock issued under Option B, called Exchange Shares , was issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. The underlying warrant exercise resale shares are covered by an existing Form S-3 registration statement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Dominari Holdings Inc. entered into Inducement Agreements with holders of its Series A warrants to reduce market overhang. These warrants cover up to 3,124,690 shares of common stock and originally had an exercise price of $3.72 per share.

Holders may either exercise all of their existing warrants for cash at a reduced exercise price of $2.20 per share on or before 4 p.m. ET on September 11, 2026 (Option A), or exchange all of their unexercised warrants for common stock at a 5:1 exchange ratio with no additional consideration (Option B). The company expects to receive approximately $2.9 million of gross proceeds under Option A and to issue approximately 115,000 shares of common stock under Option B. After these actions, it expects approximately 1.2 million Series A warrants will remain unexercised.

Filing Explained

No cash exercise, payment, or exchange-share issuance is reported as completed; holder elections remain the unresolved step through September 11, 2026.

The filing describes the cash payments and exchange-share issuances as expected after holder elections, placing the disclosed transaction at an election stage rather than a completed-payment or completed-issuance stage.

For existing common holders, the agreement creates a possible cash inflow or share issuance, but the filing leaves the outcome conditional on which option holders elect. The underlying warrant shares are registered for resale under an effective Form S-3; that registration provides capacity for future sales and does not itself sell shares. Any Exchange Shares would instead be issued under the stated Section 3(a)(9) exemption.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Series A Warrant Coverage: 3,124,690 shares Original Exercise Price: $3.72 per share Reduced Exercise Price: $2.20 per share +5 more

8 metrics

Series A Warrant Coverage 3,124,690 shares Shares of common stock underlying the existing Series A warrants

Original Exercise Price $3.72 per share Original exercise price of the existing Series A warrants

Reduced Exercise Price $2.20 per share Cash exercise price under Option A in the Inducement Agreements

Expected Gross Proceeds $2.9 million Approximate gross proceeds expected from Option A warrant exercises

Option B Shares Issued 115,000 shares Approximate common shares expected to be issued under Option B exchange

Remaining Unexercised Warrants 1.2 million Approximate number of Series A warrants expected to remain unexercised

Exchange Ratio 5:1 For every five underlying warrant shares, one share of common stock issued under Option B

Exercise Deadline 4 p.m. ET on September 11, 2026 Deadline for holders to elect cash exercise of all warrants under Option A

Key Terms

Inducement Agreements, Series A warrants, exchange ratio, Section 3(a)(9), +1 more

5 terms

Inducement Agreements financial

"entered into inducement agreements (the “Inducement Agreements”) with certain holders"

Series A warrants financial

"holders (the “Holders”) of Series A warrants (the “Series A Warrants”)"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

exchange ratio financial

"exchange all... for shares of Common Stock at an exchange ratio of 5:1"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Section 3(a)(9) regulatory

"issued in reliance upon the exemption from registration provided by Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Form S-3 regulatory

"registered for resale pursuant to an effective registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

FAQ

What did Dominari Holdings Inc. (DOMH) announce in this 8-K?

Dominari Holdings Inc. entered into Inducement Agreements with Series A warrant holders to reduce warrant overhang. Holders can either exercise all warrants at $2.20 per share for cash or exchange them at a 5:1 ratio for common stock with no extra payment.

How much cash does Dominari Holdings (DOMH) expect to receive from the warrant inducement?

Dominari Holdings expects to receive approximately $2.9 million in gross proceeds from Option A exercises. This cash comes from holders choosing to exercise all of their Series A warrants for cash at the reduced $2.20 per share exercise price before the stated deadline.

What equity issuance does Dominari Holdings (DOMH) expect under Option B?

Under Option B, Dominari Holdings expects to issue approximately 115,000 shares of common stock. These shares result from exchanging unexercised Series A warrants at a 5:1 exchange ratio, with one share issued for every five underlying warrant shares, for no additional consideration.

What happens to Dominari Holdings’ (DOMH) Series A warrants after these inducement agreements?

After the inducement transactions, Dominari Holdings expects about 1.2 million Series A warrants will remain unexercised. Initially, the warrants covered up to 3,124,690 shares of common stock, so the agreements are designed to lessen the outstanding warrant overhang.

How were the Dominari Holdings (DOMH) exchange shares issued from a regulatory standpoint?

The common stock issued under Option B, called Exchange Shares, was issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. The underlying warrant exercise resale shares are covered by an existing Form S-3 registration statement.

What are the key terms of Dominari Holdings’ (DOMH) original Series A warrants?

The Series A warrants originally allowed holders to purchase up to 3,124,690 shares of common stock at an exercise price of $3.72 per share. These warrants were originally issued on February 14, 2025, and the underlying shares are registered for resale on an effective Form S-3.

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Understanding 8-K Material Events →

Available on EDGAR 08/14/2026 - 06:07 AM Accepted by SEC EDGAR 08/13/2026 - 09:09 PM

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): August 13, 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 1.01. Entry into a Material Definitive Agreement.

On August 13, 2026, Dominari Holdings Inc. (the “Company”), a Delaware corporation, in a successful effort to reduce market overhang from outstanding warrants, entered into inducement agreements (the “Inducement Agreements”) with certain holders (the “Holders”) of Series A warrants (the “Series A Warrants”) of the Company to purchase up to an aggregate of 3,124,690 shares of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), originally issued to the Holders in connection with the Company’s previous originally issued to the Holders on February 14, 2025, having an original exercise price of $3.72 per share (the “Existing Warrants”). The shares of Common Stock issuable upon exercise of the Existing Warrants are registered for resale pursuant to an effective registration statement on Form S-3 (No. 333-286648) previously filed with the U.S. Securities and Exchange Commission (“SEC”) on April 21, 2025, and declared effective by the SEC on April 25, 2025.

Pursuant to the Inducement Agreements, the Holders were offered options to either (A) on or prior to 4 p.m. ET on September 11, 2026, exercise for cash all (but not less than all) of their Existing Warrants at a reduced exercise price of $2.20 per share (“Option A”) or (B) exchange all, but not less than all, of such Holder’s unexercised Existing Warrants for shares of Common Stock at an exchange ratio of 5:1, such that for every five shares of Common Stock underlying the exchanged Series A Warrants, the Company would issue one share of Common Stock (the “Exchange Shares”) for no additional consideration (“Option B”). The Exchange Shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

The Company expects to receive gross proceeds of approximately $2.9 million pursuant to Option A elections by Holders and expects to issue approximately 115,000 shares of Common Stock pursuant to Option B elections by Holders. Following entry into the Inducement Agreements and consummation of the related issuances and payments, the Company expects there to be approximately 1.2 million unexercised Series A Warrants outstanding.

The foregoing summaries of the Inducement Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the form of such document attached as Exhibits 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		Form of Inducement Agreement.
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: August 13, 2026	DOMINARI HOLDINGS INC.

	By:	/s/ Anthony Hayes
	Name:	Anthony Hayes
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 16.3 KB