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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): September 21, 2025
Dominari Holdings
Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
000-41845 |
|
52-0849320 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
725
5th Avenue, 23rd
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CFO Appointment; Resignation
of Tim Ledwick as a Director
Effective
as of October 1, 2025, Tim Ledwick, 67, was appointed as the Chief Financial Officer of Dominari Holdings Inc. (the “Company”).
Mr. Ledwick served as the Audit Committee Chair of the Company since 2015. Most recently, he provided CFO consulting services to a Nasdaq
listed public safety technology and services company (Nasdaq: WRAP). From 2011 until 2022, he was the Chief Financial Officer of SYFT,
a private equity-backed company that provided software solutions and services to hospitals focused on reducing costs which was successfully
sold to GHX in 2022. In addition, since 2012 he has served on the board of directors and Audit Committee Chair of Telkonet, Inc. (Nasdaq:
TKOI), a smart energy management technology company. From 2007 to 2011, Mr. Ledwick provided CFO consulting services to a $150 million
services firm and from 2002 through 2006, he was a member of the board of directors and Executive Vice President-CFO of Dictaphone Corporation
playing a lead role in developing a business plan which revitalized the company, resulting in the successful sale of the firm delivering
a seven times return to shareholders. From 2001-2002, Mr. Ledwick was brought on as CFO to lead the restructuring efforts of Lernout &
Hauspie Speech Products (“L&H”), a Belgium-based Nasdaq listed speech technology company, whose market cap had at one
point reached a high of $9 billion. Prior to L&H, he held CFO positions at Cross Media Marketing Corp and Cityscape Financial Corp.
He began his career at Peat, Marwick, Mitchell & Co. Mr. Ledwick is a member of the Connecticut Society of Certified Public Accountants
and received his BBA in Accounting from The George Washington University and his MS in Finance from Fairfield University.
He
has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings
between Mr. Ledwick and any other person pursuant to which he was appointed as an officer of the Company.
In accordance with the terms
of Mr. Ledwick’s Employment Agreement with the Company, dated as of September 21, 2025 (the “Employment Agreement”),
he will serve as the Company’s Chief Financial Officer for an initial term of one (1) year, which term will be automatically renewed
for additional one-year periods unless either party timely delivers a non-renewal notice. Mr. Ledwick’s
base salary is $350,000 per year, subject to regular annual review, payable in accordance with the standard payroll practices of the Company,
and subject to all withholdings and deductions, as required by law. The Employment Agreement also provides that the Company will
recommend to the board of directors that it make a grant of restricted stock to Mr. Ledwick in an amount equal to 2.0% of the Company’s
outstanding common stock, with terms and conditions to be decided at the time of grant. This restricted stock award has not yet been granted.
Mr. Ledwick is also entitled to an annual bonus, as determined by the Company’s board of directors in its sole discretion, provided
that such annual bonus will not be less than $175,000 in the initial term. Annual bonuses and all stock-based compensation are subject
to certain clawback rights as provided in the Employment Agreement.
Mr. Ledwick is also
entitled to the payment or reimbursement of all reasonable out-of-pocket expenses. Pursuant to the terms of the Employment Agreement,
Mr. Ledwick is also provided with all health and other benefits provided by the Company to its senior executive employees.
The Employment Agreement also
provides for customary events of termination of employment and provides that in the event of termination as a result of Mr. Ledwick’s
death or disability, Mr. Ledwick is entitled to severance consisting of (i) six (6) months of his then current base salary; (ii) payment
on a pro-rated basis of an annual bonus for the year of termination (which shall be deemed to equal 50% of his then current base salary);
(iii) any unpaid annual bonus earned for the prior year; and (iv) any other payments earned in connection with any bonus plan to which
Mr. Ledwick was a participant as of the date of death or disability. In the event of termination of Mr. Ledwick’s employment (i)
by Mr. Ledwick, for Good Reason (as such term is defined in the Employment Agreement), or (ii) by the Company, without Cause (as such
term is defined in the Employment Agreement), then Mr. Ledwick is entitled to (i) six (6) months of his then current base salary; (ii)
payment on a pro-rated basis of an annual bonus for the year of termination (which shall be deemed to equal 100% of his then current base
salary); (iii) any unpaid annual bonus earned for the prior year; (iv) any other payments earned in connection with any bonus plan to
which Mr. Ledwick was a participant as of the date of termination; and (v) full accelerated vesting on any equity grants held by Mr. Ledwick
at his termination..
The above description of the
Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment
Agreement filed herewith as Exhibit 10.1.
Tim Ledwick notified the Company
of his decision to resign as a member of the board of directors of the Company, effective as of September 21, 2025. Mr. Ledwick’s
resignation is not due to any disagreements with the Company on any of its operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
Set forth below is a list of Exhibits
included as part of this Current Report.
| Exhibit No. |
|
Description |
| 10.1* |
|
Employment Agreement, made and entered into as of September 21, 2025, by and between Dominari Holdings Inc. and Tim Ledwick |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 22, 2025 |
DOMINARI HOLDINGS INC. |
| |
|
|
| |
By: |
/s/ Anthony Hayes |
| |
Name: |
Anthony Hayes |
| |
Title: |
Chief Executive Officer |
