MDB Capital Holdings, LLC
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout 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 31, 2026
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-K
Period ended 2024-12-31; filed 2025-03-31.
0001641172-25-001819
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001493152-26-013924
Item 7. 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 91 previous paragraphs and 92 current paragraphs.
42 unchanged; 32 reworded; 17 added; 16 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 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 (17)
Current report
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report
Results of Operations
Current report
For the year ended December 31, 2025 research and development expenses decreased compared to the same period in the year ended December 31. 2024, due to the deconsolidation of eXoZymes.
Current report
*Other Income.*For the year ended December 31, 2025, the decrease in other income compared to the year ended December 31, 2024 was the result of less interest generated on U.S. Treasury Bill interest from cash used in operating activities during the year. The decrease in gain on deconsolidation of subsidiary was an event that happened in November 2024.
Current report
Equity Method Investee. For the year ended December 31, 2025, the increase in equity in loss of equity method investee was due to recording the net loss for eXoZymes as equity investee.
Current report
Operating Income. There was no activity during the years ended December 31, 2025 and 2024.
Current report
General and Administrative Costs. During the years ended December 31, 2025, and 2024, several factors contributed to changes in various expense categories:
Current report
Research and Development Costs. The research and development costs were incurred by the Company’s technology development segment. For the year ended December 31, 2025, R&D expenses decreased compared to the same period in the year ended December 31, 2024, due to the deconsolidation of eXoZymes.
Current report
Consolidated Balance Sheets at December 31, 2025 and 2024 (in thousands):
Current report
Financial Condition: Overall, the reduction in assets was primarily attributed to their utilization for operational activities during the period. The increase in cash segregated in compliance with regulations stemmed from customer deposits. The increase in investment securities at fair value was due to an increase in the value of common stock and warrants over the period and the receipt of warrants for investment banking activities. The decrease in prepaid expenses stemmed from the amortization of prepaid insurance over the period. The increase in accounts receivable is due to an increase in activity from legal and strategy fees earned. The decrease in related party receivable is due to the payoff of 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 and right-of-use asset was due to its regular utilization.
Current report
The decrease in accounts payable and accrued expenses stemmed from normal course of business activity. The increase in payables to customers stemmed from customer deposits. The decrease in related party payables was due to taxes paid on behalf of employees being settled during the year ended December 31, 2025. Finally, the reduction in lease liability was due to its routine utilization.
Current report
The decrease in equity was primarily due from the current period net loss.
Current report
The increase in non-controlling interest resulted from the net loss experienced by M1.
Current report
Operating Activities*.*For the year ended December 31, 2025, operating activities used cash of $5.7 million. 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 report
Investing Activities*.* There was an investment in the development of self-clearing software for the year ended December 31, 2025.
Current report
As of December 31, 2025 the development milestones noted above are not required to have been met and have not been met. There are other developmental milestones in the License Agreement relating to funding of the business and to initiating various clinical trial phases over time.
Current report
M1 is currently in the pre-clinical development stage of the M1 Platform and is undertaking important feasibility studies, iterative testing, and collection of drug safety and toxicity data.
Removed paragraphs (16)
Previous report
The increase in research and development costs for the period was partially offset by increased grant funding. For the year ended December 31, 2024, there was an increase in research and development costs due to a decrease of grant funding. It is important to note that the upswing in grant funding was not linked to any specific event and is expected to fluctuate throughout the year.
Previous report
*Other Income.*For the year ended December 31, 2024, the increase is primarily from the unrealized gain on deconsolidation ofa subsidiary, eXoZymes, completed in the fourth quarter of 2024.
Previous report
*Income Taxes.*For the year ended December 31, 2024, the decrease in income taxes was a direct result of the reduction in taxable grant income as compared to the year ended, December 31, 2023.
Previous report
Operating Income. For the year ended December 31, 2023, operating income was generated from one feasibility study conducted.
Previous report
Research and Development Costs. The increase in research and development costs for the current period was partially offset by increased grant funding. For the year ended December 31, 2024, there was an increase in research and development costs due to a decrease of grant funding. It is important to note that the upswing in grant funding was not linked to any specific event and is expected to fluctuate throughout the year.
Previous report
Change in fair value of the SAFE. The technology division received a SAFE (Simple Agreement for Future Equity) from the parent company as operating capital prior to the initial public offering. Because the SAFE originates from the parent company, it is removed during the consolidation process. The SAFE was converted on November 14, 2024, into shares of common stock of eXoZymes.
Previous report
*Income Taxes.*The technology segment is a corporation for federal and state income tax purposes, The technology segment recognized an income tax expense related to taxable grant income of approximately $105,827 for the year ended December 31, 2023.
Previous report
Consolidated Balance Sheets December 31, 2024 and 2023
Previous report
Financial Condition: Overall, the majority of each of the decreases in assets are all directly tied to the deconsolidation of eXoZymes, formerly known as Invizyne, on November 14, 2024, when eXoZymes completed its IPO of common stock diluting the MDB ownership to approximately 47%. The increase in cash and cash equivalents was due to the transfer of U.S Treasury bills to cash and was offset by cash utilization for operational activities during the period. The rise in cash segregated in compliance with regulations stemmed from customer deposits. The decline in investment securities at amortized cost occurred because U.S. Treasury bills were sold and moved to high-yield money-market accounts, with the underlining investment in U.S Treasury bills, which allows the Company to provide liquidity for operating expenses. The decrease in investment securities at fair value was due to a decrease in the value of common stock and warrants over the period, held by the broker dealer. Clearing deposits increased due to the launch of the self-clearing operations. Prepaid expenses remained stable compared to the previous period. The decrease in grants receivable, property plant and equipment, and operating lease of right to use asset are all directly tied to the deconsolidation of eXoZymes. Finally, the deferred offering costs were associated with expenses related to eXoZymes IPO that was completed on November 14, 2024.
Previous report
The decrease in accounts payable, accrued expenses, and operating lease liabilities are all directly tied to the deconsolidation of eXoZymes, formerly known as Invizyne, on November 14, 2024. Additionally, the rise in payables to customers stemmed from increased activity in the self-clearing operations of the broker-dealer. Furthermore, the payables non-customers is movement by those non-customers from cash to securities as part of self-clearing operations.
Previous report
The equity increase was primarily driven by the deconsolidation in the equity investment of eXoZymes.
Previous report
The decrease in non-controlling interest was a result of the deconsolidation of eXoZymes, formerly known as Invizyne.
Previous report
For the year ended December 31, 2023, operating activities utilized cash of $7,125,622, the overall decline in cash remained consistent across the period. Despite a reduction in net loss compared to the previous period, there was a rise in fee income received in the form of warrants instead of cash. Additionally, there was accretion of investments at amortized costs (U.S. Treasury Bills) and the acquisition of investment securities, funded by cash received as part of an investment banking deal.
Previous report
However, this decrease in cash was partly offset by an increase in accrued expenses, deferred revenue, and proceeds from the sale of investment securities by the broker dealer. The rise in accrued expenses to self-clearing operations and bonuses paid in the first quarter of 2024.
Previous report
For the year ended December 31, 2023, the decrease in 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 report
For the year ended December 31, 2023 financing activities consisted of the receipt of net proceeds of $17,763,991 from MDB’s initial public offering.
Reworded paragraphs (32)
Previous wording
MDB Capital Holdings, LLC (the “Company” or “MDB”), a Delaware limited liability company, is a holding company that has three wholly-owned subsidiaries: MDB CG Management Company (“MDB Management”); Public Ventures, LLC, d/b/a MDB Capital (“Public Ventures”); and PatentVest, Inc. (“PatentVest”), and has one majority-owned partner company MDB Minnesota One, Inc. (“MDB Minnesota One”) and one minority owned company eXoZymes Technologies, Inc., formerly known as Invizyne Technologies, Inc., (“eXoZymes”), that was majority owned and is consolidated up to until November 14, 2024, when eXoZymes issued securities in its IPO and no longer majority owned by MDB. eXoZymes is no longer consolidated into the financial statements of MDB.
Current wording
MDB Capital Holdings, LLC (the “Company” or “MDB”), a Delaware limited liability company, is a holding company that has three wholly-owned subsidiaries: MDB CG Management Company (“MDB Management”); Public Ventures, LLC, d/b/a MDB Capital (“Public Ventures”); and PatentVest, Inc. (“PatentVest”), and has one majority-owned partner company MDB Minnesota One, Inc. (“MDB Minnesota One”) and one minority owned company eXoZymes Technologies, Inc., formerly known as Invizyne Technologies, Inc., (“eXoZymes”), that was majority owned and is consolidated until November 14, 2024, when eXoZymes issued securities in its IPO. Because MDB no longer holds a majority ownership interest in eXoZymes, the company is no longer consolidated in the financial statements.
Previous wording
eXoZymes, formerly known as Invizyne, was formed with the objective of taking nature’s building blocks to make molecules of interest, effectively simplifying nature. eXoZymes is a biology technology development company that is a minority-owned subsidiary as of the date of the financial statements included in this annual report. Invizyne’s technology is a differentiated and unique synthetic biology platform which is designed to enable the scalable exploration of a large number of molecules and properties found in nature. eXoZymes was majority owned by MDB Capital Holdings, up until November 14, 2024.
Current wording
eXoZymes was formed with the objective of taking nature’s building blocks to make molecules of interest, effectively simplifying nature. eXoZymes is a biology technology development company that is a minority-owned subsidiary as of the date of the financial statements included in this annual report. eXoZymes’s technology is a differentiated and unique synthetic biology platform which is designed to enable the scalable exploration of a large number of molecules and properties found in nature. eXoZymes was majority owned by MDB Capital Holdings, up until November 14, 2024.
Previous wording
On November 14, 2024, eXoZymes completed its initial public offering (IPO), in which it sold common stock, reducing MDB Capital Holdings’ ownership interest from approximately 60% to 47%. As a result, effective November 14, 2024, eXoZymes became a minority owned company and is now accounted for under the equity method of accounting. As noted below, we recognized a gain of $39,307,217 on the date of deconsolidation.
Current wording
On November 14, 2024, eXoZymes completed its initial public offering, in which it sold common stock, reducing MDB Capital Holdings’ ownership interest from approximately 60% to 47%. As a result, effective November 14, 2024, eXoZymes became a minority owned company and is now accounted for under the equity method of accounting. As noted below, we recognized a gain of $39.3 million on the date of deconsolidation.
Previous wording
Consolidated Results of Operations for the Years Ended December 31, 2024 and 2023
Current wording
Consolidated Results of Operations for the Years Ended December 31, 2025 and 2024 (in thousands):
Previous wording
Operating Income. For the years ended December 31, 2024 and 2023, respectively, operating income were derived primarily from the Company’s broker dealer and intellectual property service segment.
Current wording
Operating Income. For the years ended December 31, 2025 and 2024, operating income was derived primarily from the Company’s broker dealer and intellectual property service segment.
Previous wording
Operating Income. For the year ended December 31, 2024, operating income was generated from the Company’s fee income and unrealized gains related to operating income that was generated from fees earned from the broker-dealer’s investment banking activities and patent related intellectual property services. The decrease compared to the prior year is attributable to reduced investment banking activity, as the Company executed significantly larger transactions in the previous year. For the year ended December 31, 2023, operating income was generated from the Company’s fee income and unrealized gains related to warrants received as fees for investment banking activity in the second quarter of 2023 in the broker-dealer, and fees earned at the intellectual property service segment.
Current wording
For the year ended December 31, 2025, operating income was generated from the Company’s fees from investment banking transactions in the broker-dealer and intellectual property services. The increase compared to the year ended December 31. 2024 is attributable to investment banking activity, as the Company executed significantly larger transactions during the year ended December 31. 2025. For the year ended December 31, 2024, operating income was generated from the Company’s fees from investment banking transactions in the broker-dealer and patent related intellectual property services.
Previous wording
General and Administrative Costs. During the year ended December 31, 2024, and 2023, respectively, several factors contributed to changes in various expense categories:
Current wording
General and Administrative Costs. During the year ended December 31, 2025, and 2024, several factors contributed to changes in various expense categories:
Previous wording
Research and Development Costs. For the years ended December 31, 2024 and 2023, respectively, the research and development costs derived from the Company’s technology segment.
Current wording
Research and Development Costs. For the years ended December 31, 2025 and 2024, research and development costs derived from the Company’s technology segment.
Previous wording
Broker Dealer and Intellectual Property Service Segment (Public Ventures and PatentVest) Results of Operations for the Years Ended December 31, 2024 and 2023
Current wording
Broker Dealer and Intellectual Property Service Segment (Public Ventures and PatentVest) Results of Operations for the Years Ended December 31, 2025 and 2024 (in thousands):
Previous wording
For the year ended December 31, 2024, operating income was generated from the Company’s fee from two investment banking transactions in the broker-dealer and patent related intellectual property services. The decrease compared to the prior year is attributable to reduced investment banking activity, as the Company executed significantly larger transactions in the previous year. For the year ended December 31, 2023, operating income was generated from the Company’s fee income and unrealized gains related to warrants received as compensation for investment banking services in the second quarter of 2023 in the broker-dealer and intellectual property service segment.
Current wording
Operating Income. For the year ended December 31, 2025, operating income was generated from the Company’s fees from investment banking transactions in the broker-dealer and patent related intellectual property services. The increase compared to the year ended December 31, 2024 is attributable to investment banking activity, as the Company executed significantly larger transactions in the year ended December 31, 2025. For the year ended December 31, 2024, operating income was generated from the Company’s fees from investment banking transactions in the broker-dealer and patent related intellectual property services.
Previous wording
*Other Income.*For the year ended December 31, 2024, the increase in interest expense compared to the prior year is primarily due to inter-company subordinated loans for the broker-dealer, which are eliminated for consolidation purposes. Additionally, interest income increased as a result of the broker-dealer maintaining higher balances in high-yield money market accounts.
Current wording
*Other Income.*For the year ended December 31, 2025, the increase in interest expense compared to the year ended December 31, 2024 is primarily due to inter-company subordinated loans for the broker-dealer, which are eliminated for consolidation purposes.
Previous wording
*Income Taxes.*For the year ended December 31, 2024, the decrease in income taxes was a direct result of the reduction in fee income as compared to the year ended, December 31, 2023.
Current wording
Income Taxes. For the year ended December 31, 2025, the increase in income taxes was a result of increased revenues at the broker-dealer.
Previous wording
Technology Segment (MDB Minnesota One and eXoZymes, formerly known as Invizyne) Results of Operations for the Years Ended December 31, 2024 and 2023. The results for eXoZymes are presented through November 14, 2024, which represents the date of deconsolidation from our financial statements.
Current wording
Technology Segment (MDB Minnesota One and eXoZymes) Results of Operations for the Years Ended December 31, 2025 and 2024. The results for eXoZymes are presented through November 14, 2024, which represents the date of deconsolidation from the Company’s financial statements (in thousands):
Previous wording
The Company’s consolidated statements of cash flows as discussed herein are presented below.
Current wording
The Company’s consolidated statements of cash flows as discussed herein are presented below (in thousands):
Previous wording
At December 31, 2024, the Company had working capital of $19,822,938, as compared to working capital of $28,925,236 at December 31, 2023, reflecting a decrease in working capital of $9,102,398 for the year ended December 31, 2023. The decrease in working capital during the year ended December 31, 2024 was primarily the result of the expenditures to fund the Company’s operating expenses. At December 31, 2024, the Company had cash of $21,281,233, of which $843,741 was cash segregated in compliance with regulations that are not to fund its operations.
Current wording
At December 31, 2025, the Company had working capital of $13.2 million, as compared to working capital of $19.8 million at December 31, 2024, reflecting a decrease in working capital of $6.6 million for the year ended December 31, 2025. The decrease in working capital during the year ended December 31, 2025, was primarily the result of the expenditures to fund the Company’s operating expenses. At December 31, 2025, the Company had cash of $15.5 million, of which $2.3 million was cash segregated in compliance with regulations that is not to fund its operations.
Previous wording
Operating Activities*.*For the year ended December 31, 2024, operating activities used cash of $9,037,746. The main driver for the increase in net income compared to the prior year was primarily driven by the gain of the deconsolidation of eXoZymes (formerly Invizyne), which was offset by stock-based compensation expense. Additional cash outflows resulted from the accretion of U.S. Treasury Bills held at amortized cost and the acquisition of investment securities. The deconsolidation also led to a decrease in accounts payable and grants receivable related to eXoZymes. These impacts were offset by increases in clearing deposits and customer payables, attributable to the launch of self-clearing operations. There was also a decrease in accrued expenses due to bonus payments made in Q1 2024, along with a reduction in payables to non-customers
Current wording
For the year ended December 31, 2024, operating activities used cash of $9.0 million. The main driver for the increase in net income compared to the year ended December 31. 2024 was the gain of the deconsolidation of eXoZymes, which was offset by stock-based compensation expense. Additional cash outflows resulted from the accretion of U.S. Treasury Bills held at amortized cost and the acquisition of investment securities. The deconsolidation also led to a decrease in accounts payable and grants receivable related to eXoZymes. These impacts were offset by increases in clearing deposits and customer payables, attributable to the launch of self-clearing operations. There was also a decrease in accrued expenses due to bonus payments made during the three months ended March 31, 2024, along with a reduction in payables to non-customers.
Previous wording
Investing Activities*.* For the year ended December 31, 2024, the increase in cash flows from investing activities was primarily attributable to the proceeds from the sale and maturity of U.S. Treasury Bills and purchases of investment securities. These inflows were partially offset by the reinvestment of proceeds into new U.S. Treasury Bills, transfers of cash to support operating activities, and investments in money market funds.
Current wording
For the year ended December 31, 2024, the increase in cash flows from investing activities was primarily attributable to the proceeds from the sale and maturity of U.S. Treasury Bills and purchases of investment securities. These inflows were partially offset by the reinvestment of proceeds into new U.S. Treasury Bills, transfers of cash to support operating activities, and investments in money market funds.
Previous wording
Financing Activities*.* For the year ended December 31, 2024, financing activities consisted of deferred IPO costs being recognized.
Current wording
Financing Activities*.* For the year ended December 31, 2024, financing activities consisted primarily of the non-cash recognition of previously deferred initial public offering costs, which were reclassified to additional paid-in capital upon completion of the IPO.
Previous wording
See Note 2 in the consolidated financial statements for the discussion on recently accounting pronouncements.
Current wording
See Note 2 to the consolidated financial statements for the discussion of recent accounting pronouncements.
Previous wording
The preparation of financial statements in conformity with general accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We have identified certain accounting policies as being critical because they require us to make difficult, subjective, or complex judgments about matters that are uncertain. We believe that the judgment, estimates, and assumptions used in the preparation of our unaudited consolidated financial statements and audited consolidated financial statements are appropriate given the factual circumstances at the time. However, actual results could differ, and the use of other assumptions or estimates could result in material differences in our results of operations or financial condition. Our critical accounting estimates are:
Current wording
The preparation of financial statements in conformity with accounting principles general accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We have identified certain accounting policies as being critical because they require us to make difficult, subjective, or complex judgments about matters that are uncertain. We believe that the judgment, estimates, and assumptions used in the preparation of our audited consolidated financial statements are appropriate given the factual circumstances at the time. However, actual results could differ, and the use of other assumptions or estimates could result in material differences in our results of operations or financial condition. Our critical accounting estimates are:
Previous wording
A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. At December 31, 2024 and 2023, eXoZymes, formerly known as Invizyne, Public Ventures, PatentVest, MDB Minnesota One, and MDB CG Management have established a full valuation allowance against all net deferred tax assets.
Current wording
A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. At December 31, 2025 and 2024, Public Ventures, PatentVest, MDB Minnesota One, and MDB CG Management have established a full valuation allowance against all net deferred tax assets.
Previous wording
The Company have and will develop partner companies that receives grant reimbursements, which are netted against research and development expenses in the consolidated statement of operations. Grant reimbursements for capitalized assets are recognized over the useful life of the assets, with the unrecognized portion considered a deferred liability and are included in accounts payable and accrued expenses in the consolidated balance sheet.
Current wording
The Company has and will develop partner companies that receives, grant reimbursements, which are netted against research and development expenses in the consolidated statement of operations. Grant reimbursements for capitalized assets are recognized over the useful life of the assets, with the unrecognized portion considered a deferred liability and are included in accounts payable and accrued expenses in the consolidated balance sheet.
Previous wording
Grants that operate on a reimbursement basis are recognized on the accrual basis are revenues to extent of disbursements and commitments that are allowable for reimbursement of allowable expenses incurred as of December 31, 2024 and 2023 and expected to be received from funding sources in the subsequent year. Management considers such receivables at December 31, 2024 and 2023, to be fully collectable, due to the historical experience with the Federal Government of the United States of America. Accordingly, no allowance for grants receivable was recorded in the accompanying consolidated financial statements.
Current wording
Grants that operate on a reimbursement basis are recognized on the accrual basis are revenues to extent of disbursements and commitments that are allowable for reimbursement of allowable expenses incurred as of December 31, 2025 and 2024 and expected to be received from funding sources in the subsequent year. Management considers such receivables at December 31, 2024 to be fully collectable, there were no grant receivables at December 31, 2025, due to the historical experience with the Federal Government of the United States of America. Accordingly, no allowance for grants receivable was recorded in the accompanying consolidated financial statements.
Previous wording
Research grants received from organizations are subject to the contract agreement as to how our partner companies, conducts its research activities, and our partner companies is required to comply with the agreement terms relating to those grants. Amounts received under research grants are nonrefundable, regardless of the success of the underlying research project, to the extent that such amounts are expended in accordance with the approved grant project. Our partner companies is permitted to draw down (a process of submitting expenses for reimbursement) the research grants after incurring the related expenses. Amounts received under research grants are offset against the related research and development costs in the Company’s consolidated statement of operations.
Current wording
Research grants received from organizations are subject to the contract agreement as to how our partner companies conducts their research activities, and our partner companies are required to comply with the agreement terms relating to those grants. Amounts received under research grants are nonrefundable, regardless of the success of the underlying research project, to the extent that such amounts are expended in accordance with the approved grant project. Our partner companies are permitted to draw down (a process of submitting expenses for reimbursement) the research grants after incurring the related expenses. Amounts received under research grants are offset against the related research and development costs in the Company’s consolidated statements of operations.
Previous wording
On September 20, 2023, the Company completed an initial public offering (IPO), which consisted of the sale of 1,666,666 shares of Class A Common Shares at $12.00 per share, for gross proceeds of $19,999,992 that have been used for operations and funding its partner companies, as well as identifying and developing new partner companies.
Current wording
On September 20, 2023, the Company completed an IPO, which consisted of the sale of 1.67 million shares of Class A Common Shares at $12.00 per share, for gross proceeds of $20.0 million that have been used for operations and funding its partner companies, as well as identifying and developing new partner companies.
Previous wording
On November 14, 2024, eXoZymes, formerly known as Invizyne, previously a corporate subsidiary of the Company, completed its initial public offering (“IPO”), reducing MDB’s ownership interest to 47%. As a result, the Company no longer consolidates eXoZymes Inc for financial reporting purposes and now accounts for its investment using the equity method under ASC 323. For federal income tax purposes, MDB is treated as a partnership and is not subject to entity-level taxation. As a result, no deferred tax assets (“DTAs”) or deferred tax liabilities (“DTLs”) are recognized at the partnership level for differences between the book and tax basis of the equity method investment. Any tax consequences related to book-tax basis differences will be recognized at the partner level upon disposition of the investment or other taxable events.
Current wording
On November 14, 2024, eXoZymes, formerly known as Invizyne, previously a corporate subsidiary of the Company, completed its initial public offering, reducing MDB’s ownership interest to 47%. As a result, the Company no longer consolidates eXoZymes Inc for financial reporting purposes and now accounts for its investment using the equity method under ASC 323-Investments—Equity Method and Joint Ventures. For federal income tax purposes, MDB is treated as a partnership and is not subject to entity-level taxation. As a result, no deferred tax assets (“DTAs”) or deferred tax liabilities (“DTLs”) are recognized at the partnership level for differences between the book and tax basis of the equity method investment. Any tax consequences related to book-tax basis differences will be recognized at the partner level upon disposition of the investment or other taxable events.
Previous wording
Public Ventures is subject to the uniform net capital rule (SEC Rule 15c3-1) of the Securities and Exchange Commission (the “SEC”), which requires both the maintenance of minimum net capital and the maintenance of maximum ratio of aggregate indebtedness to net capital. At December 31, 2024 and 2023, Public Ventures had net capital of $10,736,754 and $7,331,449, respectively, which was $10,486,754 and $7,081,449 in excess of the minimum $250,000, as required by the Securities and Exchange Commission Rule 15c3-1.
Current wording
Public Ventures is subject to the uniform net capital rule (SEC Rule 15c3-1) of the SEC, which requires both the maintenance of minimum net capital and the maintenance of maximum ratio of aggregate indebtedness to net capital. At December 31, 2025 and 2024, Public Ventures had net capital of $8.7 million and $10.7 million, respectively, which was $8.45 million and $10.45 million in excess of the minimum $0.25 million, as required by the SEC Commission Rule 15c3-1.
Previous wording
During the year ended December 31, 2024, the Company entered into a subordinated loan agreement with its Parent company for $7,300,000. This amount, together with existing subordinated loans totaling $5,900,000 and $775,757 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.
Current wording
The Company has subordinated loans with its Parent company totaling $13.2 million and $1.8 million of accrued interest payable, which is subordinated to other liabilities of the Company, and is considered members’ equity for calculating net capital, and is not included in aggregate indebtedness.
Previous wording
The Company’s ratio of aggregate indebtedness of $6,535,922 to net capital was 0.61 to 1 compared to the maximum 15 to 1 allowable ratio of a broker dealer. Minimum net capital is based upon the greater of the statutory minimum net capital of $250,000 or 2% of aggregate customer debits, which was $0 at December 31, 2024.
Current wording
Minimum net capital is based upon the greater of the statutory minimum net capital of $0.25 million or 2% of aggregate customer debits, which was $0 at December 31, 2025.
Previous wording
To comply with to DTC membership requirements, the Company has committed to maintain at least $5,000,000 of net capital in excess of the $250,000 minimum.
Current wording
To comply with to DTCC membership requirements, the Company has committed to maintain at least $5.0 million of net capital in excess of the $0.25 million minimum.
Previous wording
Public Ventures has agreed to indemnify its clearing broker for losses that the clearing brokers 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 brokers have no maximum amount. All unsettled trades at December 31, 2024 and 2023, have subsequently settled with no resulting material liability to Public Ventures. For the years ended December 31, 2024 and 2023, Public Ventures, had no material loss due to counterparty failure and had no obligations outstanding under the indemnification arrangement as of December 31, 2024 and 2023.
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 brokers have no maximum amount. All unsettled trades at December 31, 2025 and 2024, have subsequently settled with no resulting material liability to Public Ventures. For the years ended December 31, 2025 and 2024, Public Ventures had no material loss due to counterparty failure, and had no obligations outstanding under the indemnification arrangement as of December 31, 2025 and 2024.
Previous wording
As part of initial consideration for the License Agreement, M1 issued 1,980,000 shares of common stock equity to Mayo; which at that time represented thirty-three percent of its shares. M1 also paid an initial license fee of $150,000 as part of the initial consideration. M1 will pay earned royalties on future net sales (including modest minimum annual royalties, which commence in the second year of the term of the License Agreement and gradually increase and plateau over time, and which will be credited against earned royalties due on net sales), and a percentage of any sublicensing income. The earned royalty commences after the first commercial sale of a licensed product. At December 31, 2024 there were no accrued royalties recorded.
Current wording
As part of initial consideration for the License Agreement, M1 issued 1.98 million shares of common stock equity to Mayo; which at that time represented thirty-three percent of its shares. M1 also paid an initial license fee of $0.15 million as part of the initial consideration. M1 will pay earned royalties on future net sales (including modest minimum annual royalties, which commence in the second year of the term of the License Agreement and gradually increase and plateau over time, and which will be credited against earned royalties due on net sales), and a percentage of any sublicensing income. The earned royalty commences after the first commercial sale of a licensed product. At December 31, 2025 there were no accrued royalties recorded.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
*Income Taxes.*For the year ended December 31, 2025, the increase in income taxes was a result increased revenues at the broker-dealer.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
General and Administrative Costs. During the years ended December 31, 2024, and 2023, respectively, several factors contributed to changes in various expense categories: