Dominari Holdings Inc.
For the period ended Dec 10, 2025. Filed Nov 10, 2025.
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Dec 10, 2025 · Filed Nov 10, 2025
Contents
Documents Incorporated by Reference
The SEC allows us to “incorporate by reference” information into this Proxy Statement. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this Proxy Statement, except for any information that is superseded by information that is included directly in this Proxy Statement or in any other subsequently filed document that also is incorporated by reference herein.
This Proxy Statement incorporates by reference our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on April 15, 2025.
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting:
The Notice and Proxy Statement and Annual Report are available atwww.proxyvote.com.
Annex A
FORM OF AMENDMENT NO. 2 TO DOMINARY HOLDINGS INC. 2022 EQUITY INCENTIVE PLAN
WHEREAS, Dominari Holdings Inc. (the “Company”) has adopted the 2022 Equity Incentive Plan, effective October 7, 2022, (the “2022 Plan”);
WHEREAS, the Company previously amended the 2022 Equity Incentive Plan, effective April 1, 2025;
WHEREAS, the Company’s Board of Directors (the “Board”) has the authority pursuant to Section 19 of the 2022 Plan to amend the 2022 Plan, subject to the approval of the Company’s stockholders entitled to vote in accordance with applicable law, with respect to certain amendments;
WHEREAS, the Board desires to amend the 2022 Plan to amend Section 4(a) of the 2022 Plan to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 11,404,404 shares of Common Stock to 11,720,750 shares of Common Stock; and
WHEREAS, on October 20, 2025, the Compensation Committee of the Board approved this Amendment No. 2 to the 2022 Plan and recommended its approval to the stockholders;
NOW, THEREFORE, pursuant to the power of amendment set forth in the 2022 Plan and subject to the approval of the stockholders, with respect to the amendments set forth in paragraph 1 below, the 2022 Plan is hereby amended as follows effective upon the approval by the Stockholders:
- Section 4(a) of the 2022 Plan is amended by deleting it in its entirety and replacing with the following:
“(a) Basic Limitation. Subject to the provisions of Sections 4(b) and 14, the maximum aggregate number of Shares that may be issued under the Plan is Eleven Million Seven Hundred and Twenty Thousand Seven Hundred and Fifty (11,720,750) shares (the “Plan Share Limit”). The Shares subject to the Plan may be authorized, but unissued, or reacquired shares.”
Except as hereinabove amended and modified, the 2022 Plan shall remain in full force and effect.
A majority in voting interest of the stockholders present in person or by proxy and entitled to vote at the meeting of stockholders at which this Amendment No. 2 to the 2022 Equity Incentive Plan was considered, has duly approved the amendments set forth in paragraph 1 above.
Annex A-1
IN WITNESS WHEREOF, this Amendment No. 2 to the 2022 Equity Incentive Plan is made effective this day of 2025.
Annex A-2
DOMINARI HOLDINGS INC.725 5TH AVENUE, 23RD FLOORNEW YORK, NEW YORK 10022 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/DOMH2025 You may attend the 2025 Annual Meeting via the Internet and vote during the 2025 Annual Meeting until voting is closed. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope we have provided. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE/ATTEND VIRTUAL MEETING If you would like to vote/attend virtually, please attend the 2025 Annual Meeting to be held on December 10, 2025 at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time. More information for this meeting is located on the other side of this card. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: DOMINARI HOLDINGS INC. THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE DIRECTOR NOMINEE IN PROPOSAL 1, VOTE “FOR” EACH OF PROPOSAL 2, PROPOSAL 3, PROPOSAL 4, AND PROPOSAL 5 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1Election of Class II Director: Nominee: 01) Anthony Hayes 2.To ratify the appointment by our Board of Directors of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. 3.To approve an amendment to Section 4(a) of the Dominari Holdings Inc. (f/k/a Akido Pharma, Inc.) 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of common stock reserved for issuance with respect to awards granted under the 2022 Plan from 11,404,404 shares of common stock to 11,720,750 shares of common stock. 4.To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of common stock (or securities exercisable for shares of common stock), in one or more non-public financing transactions, in an aggregate amount exceeding 19.99% of the Company’s outstanding common stock or voting power, at a price that may be below the Minimum Price (as defined in the Nasdaqrules) pursuant to the issuance of shares of common stock (or securities exercisable for common stock) pursuant to those certain Advisory Agreements, as amended, with the Company’s Board of Advisors. For AgainstAbstain This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. 5.To approve the renewal of the Rights Agreement, dated as of October 11, 2023, by and between the Company and Continental StockTransfer & Trust Company (the “Rights Agreement”) and extend the rights granted under Section 7(a) of the Rights Agreement throughOctober 11, 2026. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. DOMINARI HOLDINGS INC. Annual Meeting of Shareholders December 10, 2025 11:00 AM ET/8:00 AM PT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Anthony Hayes as proxy with the power to appoint his substitute, and hereby authorize(s) him to represent and to vote, as designated on the reverse side of this ballot, all of the shares of (Common/Preferred) stock of DOMINARI HOLDINGS INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 AM ET/8:00 AM PT on December 10, 2025, at www.virtualshareholdermeeting.com/DOMH2025, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side
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