MDB Capital Holdings, LLC

Previous wording

Unaudited Condensed Consolidated Results of Operations for the Three-Months Ended September 30, 2025 and 2024

Current wording

Unaudited Condensed Consolidated Results of Operations for the Three Months Ended March 31, 2026 and 2025 (in thousands):

Previous wording

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 wording

General and Administrative Costs. During the three months ended March 31, 2026, and 2025, respectively, several factors contributed to changes in various expense categories:

Previous wording

Broker Dealer and Intellectual Property Service Segment (Public Ventures and PatentVest) Results of Operations for the Three-Months Ended September 30, 2025 and 2024

Current wording

Broker Dealer and Intellectual Property Service Segment (Public Ventures and PatentVest) Results of Operations for the Three Months Ended March 31, 2026 and 2025 (in thousands):

Previous 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.

Current wording

Other Income. The decrease in other income for the three-month period ending March 31, 2026, can be attributed to interest income, stemming from a decrease in the cash balance from the three-month period ending March 31, 2025.

Previous wording

Operating Income. There was no activity during the three and nine-month periods ended September 30, 2025 and 2024.

Current wording

Operating Income. There was no activity during the three months ended March 31, 2026 and 2025.

Previous wording

Condensed Consolidated Balance Sheets September 30, 2025 and December 31, 2024

Current wording

Condensed Consolidated Balance Sheets March 31, 2026 and December 31, 2025 (in thousands):

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. 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.

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 held at December 31, 2025, for an investment banking deal that was closing in early January. The decrease 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 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 increase in related party receivable is due to increased activity by PatentVest for eXoZymes. 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 assets was due to its regular utilization.

Previous 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.

Current wording

The increase in accounts payable and accrued expenses stemmed from normal course of business activity. The decrease in payables to customers stemmed from customer deposits. Finally, the reduction in lease liability was due to its routine utilization.

Previous wording

The Company’s unaudited condensed consolidated statements of cash flows as discussed herein are presented below.

Current wording

The Company’s unaudited condensed consolidated statements of cash flows as discussed herein are presented below (in thousands):

Previous 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.

Current wording

At March 31, 2026, the Company had $14.2 million of working capital. This is a decrease of $5.9 million, from the working capital of $20.1 that the Company had at March 31, 2025. The decrease in working capital is primarily attributed to the use of cash to fund operations.

Previous 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.

Current wording

For the three months ending on March 31, 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

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.

Current wording

Financing Activities. There was no activity for the three months ended March, 31, 2026 and 2025.

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 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

The Company receives income from equity underwriting and similar fees. As an underwriter and placement agent, the Company helps clients raise capital via the sale of various types of equity and debt instruments. The fees are primarily based on the issuance price and quantity of the underlying instruments and are recognized as revenue typically upon execution of the client’s transaction. The Company generally does not incur costs to obtain contracts with customers that are eligible for deferral or receive fees prior to recognizing revenue related to investment banking transactions. If the Company did have any contract assets or liabilities related to these revenues it would be recorded on the balance sheets.

Current wording

The Company receives income from underwriting fees. As an underwriter, the Company assists clients to raise capital via the placement of various types of investment securities of private and publicly traded company issuers. Underwriting fees are primarily based on the issuance price and quantity of the underlying instruments and are recognized as revenue typically upon execution of the client’s transaction. The Company generally does not incur costs to obtain contracts with customers that are eligible for deferral or receive fees prior to recognizing revenue related to investment banking transactions. If the Company did have any contract assets or liabilities related to these revenues it would be recorded on the consolidated balance sheets.

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 was used for the development of eXoZymes, identifying and developing new partner companies, and general corporate and working capital requirements.

Current 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 were used for the development of eXoZymes, identifying and developing new partner companies, and general corporate and working capital requirements.

Previous wording

On June 15, 2022, the Company completed a closing of a private placement, consisting of total gross proceeds of $25,289,660 from the sale of 2,528,966 shares of Class A common shares, which was used for the development of eXoZymes, identifying and developing new partner companies, and general corporate and working capital requirements.

Current wording

On June 15, 2022, the Company completed the closing of a private placement, consisting of total gross proceeds of $25,289,660 from the sale of 2,528,966 shares of Class A common shares, which was used for the development of eXoZymes, identifying and developing new partner companies, and general corporate and working capital requirements.

Previous wording

Potential Recession. There are various indications that the United States economy may be entering a recessionary period. The effect of tariffs imposed by United States and other countries and changing global trade policies should not have a direct effect on the Company but are likely to influence the overall economy. Although unclear at this time an economic recession would likely impact the general business environment and the capital markets, which could, in turn, if there is a recession, such an event could affect the Company.

Current wording

Potential Recession. There are various indications that the United States economy may be entering a recessionary period. The effect of the conflict in the Persian Gulf and world shortages in oil and fertilizer, tariffs imposed by United States and other countries and changing global trade policies should not have a direct effect on the Company but are likely to influence the overall economy. Although it is unclear at this time that an economic recession would likely impact the general business environment and the capital markets, if there is a general global recession that includes the economy of the United States, such an event could affect the Company.

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 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.

Current wording

Public Ventures, LLC, d/b/a MDB Capital, 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 March 31, 2026 and 2025, Public Ventures had net capital of $10.01 million and $10.18 million, respectively, which was $9.76 and $9.93 million in excess of the minimum $0.25 million, as required by the Securities and Exchange Commission Rule 15c3-1.

Previous wording

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.

Current wording

The Company has subordinated loans with its Parent company totaling $13.2 million and $2.0 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

Minimum net capital is based upon the greater of the statutory minimum net capital of $250,000 or 2% of customer debits, which was calculated as $0 at September 30, 2025.

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 March 31, 2026.

Previous wording

To comply with DTC membership requirements, the broker-dealer subsidiary 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 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.

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 March 31, 2026 and 2025, have subsequently settled with no resulting material liability to Public Ventures. For the years ended March 31, 2026 and 2025, Public Ventures had no material loss due to counterparty failure and had no obligations outstanding under the indemnification arrangement as of March 31, 2026 and 2025.