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Dominari Holdings Inc.

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 11, 2025

DOMH$1.40-3.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-13.

0001213900-25-042210

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-11.

0001213900-25-074425

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 30 previous paragraphs and 36 current paragraphs.

24 unchanged; 6 reworded; 4 added; 0 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 6 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Six months ended June 30, 2025, compared to the six months ended June 30, 2024

Current report

During the six months ended June 30, 2025 and 2024, we recognized approximately $42.2 million and $7.5 million in revenue from operations, respectively, primarily driven by the commissions and underwriting revenue earned by Dominari Securities and Dominari Manager LLC (“Manager”). During the six months ended June 30, 2025 and 2024 we incurred net losses of approximately $15.9 million and $11.6 million, respectively. The change in net losses was primarily driven by one-time stock-based compensation paid to external advisors and management of the Company offset by overall revenues and unrealized gain on long term investments.

Current report

During the six months ended June 30, 2025 and 2024, other income (expenses) was approximately $36.6 million and ($6.0) million, respectively.

Current report

The following table summarizes our net cash flows from operating, investing and financing activities for the periods indicated (in thousands):
Reworded paragraphs (6)

Previous wording

During the three months ended March 31, 2025 and 2024, we recognized approximately $8.1 million and $1.4 million in revenue from operations, respectively, primarily driven by the commissions and underwriting revenue earned by Dominari Securities and Dominari Manager LLC (“Manager”). During the three months ended March 31, 2025 and 2024, we incurred a loss from operations of approximately $32.0 million and $2.8 million, respectively. The increase in losses from operations was primarily driven by increases in general and administrative costs and expenses, specifically increases in stock based compensation expense of $7.7 million of restricted stock and $20.9 million of advisory agreement shares issued compared to $187k during the same quarter in the prior year.

Current wording

During the three months ended June 30, 2025 and 2024, we recognized approximately $34.1 million and $6.2 million in revenue from operations, respectively, primarily driven by the commissions and underwriting revenue earned by Dominari Securities and Dominari Manager LLC (“Manager”). During the three months ended June 30, 2025 we incurred net income of approximately $16.6 million and during the three months ended June 30, 2024, we incurred a net loss of approximately $6.1 million. The change in net income from operations was primarily driven by increases in overall revenues and unrealized gain on long term investments offset by increases in general and administrative costs and expenses, specifically increases in stock based compensation expense of $26 million for stock options granted and $15 million increase in commissions expense.

Previous wording

During the three months ended March 31, 2025 and 2024, other expenses was approximately $0.5 million and $2.6 million, respectively.

Current wording

During the three months ended June 30, 2025 and 2024, other income (expenses) was approximately $37.1 million and ($3.3) million, respectively.

Previous wording

Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our longer-term business plan to support our transition into the financial services industry. Our working capital amounted to approximately $28.5 million as of March 31, 2025. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly traded company or from continuing operations.

Current wording

Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our longer-term business plan to support our transition into the financial services industry. Our working capital amounted to approximately $43.8 million as of June 30, 2025. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly traded company or from continuing operations.

Previous wording

For the three months ended March 31, 2025 and 2024, net cash provided by/(used in) operations was approximately $1.2 million and $(8.6) million, respectively. The cash provided by operating activities for the three months ended March 31, 2025, is primarily attributable to decreases in receivable from clearing brokers of $4.8 million, increase in accrued commissions of $1.2 million, increase in stock based comp of $28.6 million, changes in operating assets and liabilities of approximately $1.7 million, realized loss on marketable securities of approximately $1.4 million, offset by a net loss of approximately $32.4 million and increase in due from related party of $2.5 million. The cash used in operating activities for the three months ended March 31, 2024, is primarily attributable to a net loss of approximately $5.4 million, approximately $0.5 million of unrealized gain on marketable securities increase in clearing broker deposits of $6.4 million, partially offset by change in carrying value of long term investments of approximately $2.5 million, and changes in operating assets and liabilities of $1.3 million.

Current wording

For the six months ended June 30, 2025 we generated $882,000 in operations as compared to cash flow use of $7,185,000 for the six months ended June 30, 2024 The cash provided by operating activities for the six months ended June 30, 2025, is primarily attributable to increases in receivable from clearing brokers of $2.3 million, increase in accrued commissions of $10.9 million, increase in stock based comp of $53.8 million, changes in operating assets and liabilities of approximately $2.5 million, net realized and unrealized gain on marketable securities of approximately $4.1 million, offset by a net gain on long term investments of $32.0 million, increases in prepaid expenses and other assets of approximately $10.4 million, and net loss of approximately $15.9 million. The cash used in operating activities for the six months ended June 30, 2024, is primarily attributable to a net loss of approximately $11.6 million, approximately $2.9 million of unrealized gain on marketable securities, increase in clearing broker deposits of $5.7 million, partially offset by approximately $3.3 million of realized gain on marketable securities, the change in carrying value of long term investments of approximately $5.4 million, and changes in operating assets and liabilities of $2.1 million.

Previous wording

For the three months ended March 31, 2025 and 2024, net cash (used in) provided by investing activities was approximately $(5.4) million and $7.7 million, respectively. The cash used in investing activities for the three months ended March 31, 2025, primarily resulted from our purchases of marketable securities of approximately $9.6 million, partially offset by sale of marketable securities of $1.0 million collection of principal on notes receivable of $1.1 million, sale of long term investments $0.5 million and collection of principal from employee loans of $0.1 million. The cash provided by investing activities for the three months ended March 31, 2024, primarily resulted from our sale of marketable securities of approximately $8.8 million and collection of principal on notes receivable $0.2 million, partially offset by funds to employee loans $(1.3) million.

Current wording

For the six months ended June 30, 2025 and 2024, net cash (used in) provided by investing activities was approximately ($4.3) million and $10.2 million, respectively. The cash used in investing activities for the six months ended June 30, 2025, primarily resulted from our purchases of marketable securities of approximately $13.2 million, partially offset by sale of marketable securities of $7.1 million collection of principal on notes receivable of $1.1 million, sale of long term investments $0.5 million and collection of principal from employee loans of $0.3 million. The cash provided by investing activities for the six months ended June 30, 2024, primarily resulted from our sale of marketable securities of approximately $11.6 million and collection of principal on notes receivable $0.5 million, and sale of long term investments of $3.5 million, partially offset by funds to employee loans $(1.3) million and purchases of marketable securities of approximately $4.0 million.

Previous wording

For the three months ended March 31, 2025, cash provided by financing activities was approximately $6.4 million, primarily driven by fund raising related to issuance of common stock of $13.5 million, partially offset by payment of dividends $(7.1) million. For the three months ended March 31, 2024, there are no cash flows from financing activities.

Current wording

For the six months ended June 30, 2025, cash provided by financing activities was approximately $8.8 million, primarily driven by fund raising related to issuance of common stock of $13.5 million and issuance of common stock for warrants exercised of $2.3 million, partially offset by payment of dividends $(7.1) million. For the six months ended June 30, 2024, there are no cash flows from financing activities. Subsequent to the end of the reporting period, the Company distributed approximately $1 million to holders of non-controlling interests.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

On June 17, 2025, the Company entered into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV Investment Manager”) and was assigned ninety percent (90%) Membership Interest in each, which are both ninety percent (90%) majority owned subsidiaries of the Company and whose operations are included within the consolidated financial statements of Dominari Holdings Inc. AV Manager was named as the manager of American Ventures LLC (the “AV Master SPV”), a series limited liability company formed by AV Manager and owned by the investors of each fund series, and is responsible for the day-to-day operations of the AV Master SPV. AV Investment Manager was named the investment manager of the AV Master SPV and is responsible for providing investment advice and decisions on behalf of the AV Master SPV. AV Manager and AV Investment Manager are the managing members of AV Master SPV and may not be removed without their respective consent. The other members of AV Master SPV are the passive investing members of each series of funds (the “AV Series”) established under the AV Master SPV. The AV Manager established various AV Series of the AV Master SPV for the purpose of making investments in companies identified by the AV Investment Manager with proceeds generated by the sale of non-voting interests in such AV Series by the AV Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

Current report — wording carried from elsewhere

The activity described above for the six months ended June 30, 2025 and 2024, is primarily a result of the Company’s continued increase in activities related to the financial services industry, overall volatility in investment valuations due to macroeconomic uncertainty impacting marketable securities and the change in carrying value of long-term equity investments. Specifically: