MDB Capital Holdings, LLC
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 13, 2025
MDBH$1.55+3.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024022
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001493152-25-022351
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe 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 71 previous paragraphs and 72 current paragraphs.
49 unchanged; 19 reworded; 4 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 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
General and Administrative Costs. During the three and nine-month periods ended September 30, 2025 and 2024, respectively, several factors contributed to changes in various expense categories:
Current report
General and Administrative Costs. During the three and nine-month periods ended September 30, 2025 and 2024, respectively, several factors contributed to changes in various expense categories:
Current report
General and Administrative Costs. During the three and nine-month periods ended September 30, 2025, and 2024, respectively, several factors contributed to changes in various expense categories:
Current report
In 2024 the Company entered into a subordinated loan agreement with its broker-dealer subsidiary for $7,300,000. This amount, together with existing subordinated loans totaling $5,900,000 and $1,518,257 of accrued interest payable, is subordinated to other liabilities of the Company, and is considered members’ equity for calculating net capital, and is not included in aggregate indebtedness.
Removed paragraphs (3)
Previous report
General and Administrative Costs. During the three and six-month periods ended June 30, 2025 and 2024, respectively, several factors contributed to changes in various expense categories:
Previous report
General and Administrative Costs. During the three and six-month periods ended June 30, 2025 and 2024, respectively, several factors contributed to changes in various expense categories:
Previous report
General and Administrative Costs. During the three and six-month periods ended June 30, 2025, and 2024, respectively, several factors contributed to changes in various expense categories:
Reworded paragraphs (19)
Previous wording
Unaudited Condensed Consolidated Results of Operations for the Six-Months Ended June 30, 2025 and 2024
Current wording
Unaudited Condensed Consolidated Results of Operations for the Nine-Months Ended September 30, 2025 and 2024
Previous wording
Operating Income. For the three and six-month periods ending June 30, 2025 and 2024, the Company generated operating income primarily due to investment banking activity completed in February 2025, this was offset by unrealized losses from securities held in the segment. The increase in other income generated from increased activity from legal and strategy services, as well as increased clearing operations activity.
Current wording
Operating Income. For the three-month period ending September 30, 2025 and 2024, there was limited activity, beyond the unrealized gains and losses related to investment securities held. For the nine-month period ending September 30, 2025 and 2024, the Company generated operating income primarily due to investment banking activity completed in February 2025, which was offset by unrealized losses from securities held in the segment.
Previous wording
Research and Development Costs. The research and development costs were incurred by the Company’s technology development segment. For the three and six-months periods ended June 30, 2025, R&D expenses decreased compared to the same period in the prior year, due to the deconsolidation of eXoZymes.
Current wording
Research and Development Costs. The research and development costs were incurred by the Company’s technology development segment. For the three and nine-months periods ended September 30, 2025, R&D expenses decreased compared to the same period in the prior year, due to the deconsolidation of eXoZymes.
Previous wording
***Other Income and Expense.***For the three and six-month periods ended June 30, 2025, the decrease in other income compared to the same period in the prior year was the result of less interest generated on U.S. Treasury Bill interest from cash used on operating activities during the year. The increase in equity in loss of equity method investee was due to recording the net loss for eXoZymes as equity investee.
Current wording
***Other Income and Expense.***For the three and nine-month periods ended September 30, 2025, the decrease in other income compared to the same period in the prior year was the result of less interest generated on U.S. Treasury Bill interest from cash used on operating activities during the year. The increase in equity in loss of equity method investee was due to recording the net loss for eXoZymes as equity investee.
Previous wording
Broker Dealer and Intellectual Property Service Segment (Public Ventures and PatentVest) Results of Operations for the Six-Months Ended June 30, 2025 and 2024
Current wording
Broker Dealer and Intellectual Property Service Segment (Public Ventures and PatentVest) Results of Operations for the Nine-Months Ended September 30, 2025 and 2024
Previous wording
Operating Income. For the three and six-month periods ending June 30, 2025, and 2024, the Company generated operating income primarily due to investment banking activity completed in February 2025, this was offset by unrealized losses from securities held in the broker-dealer and intellectual property service segment. The increase in other income generated from increased activity from legal and strategy services, as well as increased clearing operations activity.
Current wording
Operating Income. For the three-month period ending September 30, 2025 and 2024, there was limited activity, beyond the unrealized gains and losses related to investment securities held. For the nine-month period ending September 30, 2025 and 2024, the Company generated operating income primarily due to investment banking activity completed in February 2025, which was offset by unrealized losses from securities held in the segment.
Previous wording
Other Income. The decrease in other income for the three and six-month periods ending June 30, 2025 can be attributed to bank interest income, stemming from a decrease in the cash balances.
Current wording
Other Income. The decrease in other income for the three and nine-month periods ending September 30, 2025 can be attributed to bank interest income, stemming from a decrease in the cash balances.
Previous wording
Technology Development Segment (M1 and eXoZymes) Results of Operations for the Six-Months Ended June 30, 2025 and 2024
Current wording
Technology Development Segment (M1 and eXoZymes) Results of Operations for the Nine-Months Ended September 30, 2025 and 2024
Previous wording
Operating Income. There was no activity during the three and six-month periods ended June 30, 2025 and 2024.
Current wording
Operating Income. There was no activity during the three and nine-month periods ended September 30, 2025 and 2024.
Previous wording
Research and Development Costs. The research and development costs were incurred by the Company’s technology development segment. For the three and six-month periods ended June 30, 2025, R&D expenses decreased compared to the same periods in the prior year, due to the deconsolidation of eXoZymes.
Current wording
Research and Development Costs. The research and development costs were incurred by the Company’s technology development segment. For the three and nine-month periods ended September 30, 2025, R&D expenses decreased compared to the same periods in the prior year, due to the deconsolidation of eXoZymes.
Previous wording
Financial Condition: Overall, the reduction in assets was primarily attributed to their utilization for operational activities during the period. The decrease in cash segregated in compliance with regulations stemmed from customer deposits being moved into securities. The drop in investment securities at fair value was due to a decrease in the value of common stock and warrants over the period, offset by the receipt of warrants for investment banking activities. Prepaid expenses remained stable compared to the previous period. The decrease in equity method investment is directly tied to the Company’s portion of the net loss. Finally, the reduction in property and equipment & right-of-use asset was due to its regular utilization.
Current wording
Financial Condition: Overall, the reduction in assets was primarily attributed to their utilization for operational activities during the period. The decrease in cash segregated in compliance with regulations stemmed from customer deposits being moved into securities. The drop in investment securities at fair value was due to a decrease in the value of common stock and warrants over the period, offset by the receipt of warrants for investment banking activities. The decrease in prepaid expenses stemmed from usage of prepaid insurance over the period. The increase in accounts receivable is due to an increase in activity from legal and strategy fees. The increase in related party receivable is due to an increase in a loan to an equity method investment. The decrease in equity method investment is directly tied to the Company’s portion of the net loss. Finally, the reduction in property and equipment & right-of-use asset was due to its regular utilization.
Previous wording
The decrease in accounts payable was primarily driven by payments for audit and legal services associated with audits and legal matters related to the annual audits. The decrease in payables to customers stemmed from the movement of cash into securities. Finally, the reduction in lease liability was due to its routine utilization.
Current wording
Accounts payable, payables to customers, and related party payables remained stable compared to the previous period. The decrease in accrued expenses stemmed from payments through the normal course of business. Finally, the reduction in lease liability was due to its routine utilization.
Previous wording
At June 30, 2025, the Company had $17,739,227 of working capital. This is a decrease of $7,188,970, from the working capital of $24,928,197 that the Company had at June 30, 2024. The decrease in working capital is primarily attributed to the use of cash to fund operations for the six-months ended on June 30, 2025.
Current wording
At September 30, 2025, the Company had $15,595,859 of working capital. This is a decrease of $3,957,180 from the working capital of $19,553,039 that the Company had at September 30, 2024. The decrease in working capital is primarily attributed to the use of cash to fund operations for the nine-months ended on September 30, 2025.
Previous wording
***Operating Activities.***For the six months ended June 30, 2025, operating activities use of cash represented a combination of increased activity in the broker dealer, increased professional and consulting fees related to year end audits and issuance of the tax preparation fees related to the publicly traded partnership.
Current wording
***Operating Activities.***For the nine months ending September 30, 2025, operating activities use of cash represented a combination of increased activity in the broker dealer, increased professional and consulting fees related to year end audits and issuance of the tax preparation fees related to the publicly traded partnership.
Previous wording
For the six months ending on June 30, 2024, there was accretion of investments at amortized costs (U.S. Treasury Bills) and the acquisition of investment securities. However, this decrease in cash was partly offset by an increase in accounts payable, grants receivable for the technology segment. Furthermore, clearing deposits, payables to customers, and payables were non-customers all increased due to the implementation of self-clearing operations. There was a decrease in the accrued expenses due to bonuses being paid in Q1 of 2024.
Current wording
For the nine months ending on September 30, 2024, there was accretion of investments at amortized costs (U.S. Treasury Bills) and the acquisition of investment securities. However, this decrease in cash was partly offset by an increase in accounts payable, grants receivable for the technology segment. Furthermore, clearing deposits, payables to customers, and payables were non-customers all increased due to the implementation of self-clearing operations. There was a decrease in the accrued expenses due to bonuses being paid in Q1 of 2024.
Previous wording
Investing Activities. There was no activity for the six months ended June 30, 2025. For the six months ended June 30, 2024, investing activities consisted of the proceeds from the sale and the maturing of U.S. Treasury Bills and purchases of investment securities, which was offset by the reinvestment of the proceeds into new U.S. Treasury Bills and the transfer of cash for operating activities.
Current wording
Investing Activities. There was a small investment into self-clearing software that is being developed for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, investing activities consisted of the proceeds from the sale and the maturing of U.S. Treasury Bills and purchases of investment securities, which was offset by the reinvestment of the proceeds into new U.S. Treasury Bills and the transfer of cash for operating activities.
Previous wording
Financing Activities. There was no activity for the six months ended June 30, 2025. For the six months ended June 30, 2024, financing activities consisted of costs related to the deferred costs of the IPO of eXoZymes.
Current wording
Financing Activities. There was no activity for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, financing activities consisted of costs related to the deferred costs of the IPO of eXoZymes.
Previous wording
Public Ventures, dba MDB Capital, is subject to the uniform net capital rule (SEC Rule 15c3-1) of the Securities and Exchange Commission (the “SEC”), which requires the maintenance of minimum net capital. At June 30, 2025 and 2024, Public Ventures had net capital of $8,612,745 and $6,012,368, respectively, which was $8,362,745 and $5,762,368 in excess of the minimum $250,000, as required by the Securities and Exchange Commission Rule 15c3-1.
Current wording
Public Ventures, dba MDB Capital, is subject to the uniform net capital rule (SEC Rule 15c3-1) of the Securities and Exchange Commission (the “SEC”), which requires the maintenance of minimum net capital. At September 30, 2025 and 2024, Public Ventures had net capital of $7,778,582 and $11,765,823, respectively, which was $7,528,582 and $11,515,823 in excess of the minimum $250,000, as required by the Securities and Exchange Commission Rule 15c3-1.
Previous wording
Public Ventures has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the accounts of customers. Should a customer not fulfill its obligation on a transaction, Public Ventures may be required to buy or sell securities at prevailing market prices in the future on behalf of its customer. The indemnification obligations of Public Ventures to its clearing broker have no maximum amount. All unsettled trades at June 30, 2025 and 2024 have subsequently settled with no resulting material liability to Public Ventures. For the three and six-months ended June 30, 2025 and 2024 Public Ventures, had no material loss due to counterparty failure and had no obligations outstanding under the indemnification arrangement as of June 30, 2025 and 2024.
Current wording
Public Ventures has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the accounts of customers. Should a customer not fulfill its obligation on a transaction, Public Ventures may be required to buy or sell securities at prevailing market prices in the future on behalf of its customer. The indemnification obligations of Public Ventures to its clearing broker have no maximum amount. All unsettled trades at September 30, 2025 and 2024 have subsequently settled with no resulting material liability to Public Ventures. For the three and nine-months ended September 30, 2025 and 2024 Public Ventures, had no material loss due to counterparty failure and had no obligations outstanding under the indemnification arrangement as of September 30, 2025 and 2024.