Skip to main content

Wright Investors Service Holdings, Inc.

For the period ended Dec 31, 2025. Filed Mar 30, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 30, 2026

IWSHStored price and day change unavailable

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-03-27.

0001214659-25-004885

Item 1A. Risk Factors

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-30.

0001214659-26-003984

Item 1A. Risk Factors

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 32 previous paragraphs and 33 current paragraphs.

26 unchanged; 2 reworded; 5 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 12 previous and 12 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 (5)

Current report

The investment Company Act of 1940 Rule 3a-2 provides a one-year safe harbor from the definition of “investment company” under Section 3(a)(1) for issuers that are temporarily engaged in investing, reinvesting, owning, holding, or trading in securities while they transition to an operating business. The Company is relying on Rule 3a-2 under the Investment Company Act of 1940, which provides a one-year safe harbor from being deemed an “investment company” for issuers that have a bona fide intent to be engaged primarily in a non-investment business as soon as reasonably possible.

Current report

The Company does not intend to be engaged primarily in the business of investing, reinvesting, owning, holding or trading in securities. During this safe harbor period, substantially all of our assets consist of cash, cash equivalents and/or short-term investments.

Current report

The Company’s ability to continue as a going concern

Current report

The Company’s independent registered public accounting firm has included an explanatory paragraph in its report on our financial statements expressing substantial doubt about our ability to continue as a going concern.

Current report

The Company’s recurring operating losses and negative cash flows from operations for the fiscal year ended December 31, 2025, raise substantial doubt about its ability to continue as a going concern for the one-year period from the date of filing of this Form 10-K. Based on the Company’s current cash and investment balances and projected cash burn, the Company believes existing cash resources may not fund operations into the first quarter of 2027. Management has implemented, or is in the process of implementing, operational cost reductions to decrease cash outflows and extend the Company's liquidity runway.
Removed paragraphs (4)

Previous report

Unless we select a particular industry or target business with which to complete a business combination, you will be unable to ascertain the risks of the industry or business in which we may ultimately operate.

Previous report

The Company may develop or acquire a majority interest or at least a controlling interest (as defined for purposes of the Investment Company Act) in a company (or companies) with principal business operations in an industry that we believe will provide attractive opportunities for growth. We are not limited to any particular industry or type of business. Accordingly, there is no current basis for you to evaluate the possible risks of the particular industry in which we may ultimately operate. Although we will evaluate the risks inherent in a particular target business, we cannot assure you that all of the significant risks present in that target business will be properly assessed. Even if we properly assess those risks, some of them may be outside of our control or ability to affect.

Previous report

There can be no guarantee that we will quickly identify a potential target business or complete a business combination.

Previous report

The process to identify potential acquisition targets, to investigate and evaluate the future business prospects thereof and to negotiate an acceptable purchase agreement with one or more target companies can be time consuming and costly. The Company may incur operating losses, resulting from payroll, rent and other overhead and professional fees, while we are searching for a business to develop or acquire.
Reworded paragraphs (2)

Previous wording

Our Consolidated Balance Sheet reflects that our assets consist primarily of cash and cash equivalents and investments in U.S. Treasury Bills and mutual funds. Accordingly, we are a shell company. Applicable securities rules prohibit shell companies from using a Form S-8 registration statement to register securities pursuant to employee compensation plans and from utilizing Form S-3 for the registration of securities for so long as the Company is a shell company and for 12 months thereafter.

Current wording

Our Consolidated Balance Sheet reflects that our assets consist primarily of cash and cash equivalents and investments in money market mutual funds which are treated as nominal or cash equivalents like assets for assessing its shell status. Accordingly, we are a shell company. Applicable securities rules prohibit shell companies from using a Form S-8 registration statement to register securities pursuant to employee compensation plans and from utilizing Form S-3 for the registration of securities for so long as the Company is a shell company and for 12 months thereafter.

Previous wording

As of December 31, 2024, Bedford Oak Advisors, LLC and William H. Miller beneficially owned 26.73% and 17.02% of the Company’s common stock, respectively. Bedford Oak Advisors, LLC is controlled by Mr. Harvey P. Eisen, the Company’s Chairman and Chief Executive Officer. Mr. Eisen beneficially owned at such date an aggregate of 29.55% of the Company’s common stock, which percentage includes the 26.73% beneficially owned by Bedford Oak Advisors, LLC. Sales by us or our large stockholders of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could cause the market price of our common stock to decline.

Current wording

As of December 31, 2025, Bedford Oak Advisors, LLC and William H. Miller beneficially owned 26.73% and 17.02%, respectively, of the Company’s common stock. Bedford Oak Advisors, LLC is controlled by Mr. Harvey P. Eisen, the Company’s Chairman and Chief Executive Officer. Mr. Eisen beneficially owned at such date an aggregate of 29.55% of the Company’s common stock, which percentage includes the 26.73% beneficially owned by Bedford Oak Advisors, LLC. Sales by us or our large stockholders of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could cause the market price of our common stock to decline.