MDB Capital Holdings, LLC
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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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.
Jun 30, 2026 · Filed Aug 13, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30,2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number:001-41751
MDB CAPITAL HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 87-4366624 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 14135 Midway Road, Suite G-150 Addison, TX 75001 | 75001 |
|---|---|
| (Address of principal executive offices) | (Zip code) |
(945) 262-9010
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Shares, representing Limited Liability Interests | MDBH | Nasdaq Capital Markets |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
|---|---|---|---|
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ☒ |
| Emerging Growth Company | ☒ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES ☐ NO☒
As of August 13, 2026, the number of outstanding shares of Class A Common Shares, representing limited liability interests, of the registrant was 5,438,632.
TABLE OF CONTENTS
| Page Number | ||
|---|---|---|
| PART I | FINANCIAL INFORMATION | 2 |
| Item 1 | Unaudited Condensed Consolidated Financial Statements | 2 |
| Condensed Consolidated Balance Sheets –June 30, 2026 (unaudited) and December 31, 2025 | 2 | |
| Unaudited Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2026 and 2025 | 3 | |
| Unaudited Condensed Consolidated Statements of Changes in Equity – Three and Six Months Ended June 30, 2026 and 2025 | 4 | |
| Unaudited Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2026 and 2025 | 5 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 6 | |
| Item 2 | Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 28 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 40 |
| Item 4 | Controls and Procedures | 40 |
| PART II | OTHER INFORMATION | 41 |
| Item 1 | Legal Proceedings | 41 |
| Item 1A | Risk Factors | 41 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 42 |
| Item 3 | Defaults upon Senior Securities | 42 |
| Item 4 | Mine Safety Disclosures | 42 |
| Item 5 | Other Information | 42 |
| Item 6 | Exhibits | 42 |
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