MDB Capital Holdings, LLC

Previous wording

On November 14, 2024, eXoZymes completed its initial public offering (IPO), in which it sold common stock, reducing the Company’s 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.

Current wording

On November 14, 2024, eXoZymes completed its initial public offering (IPO), in which it sold common stock, reducing the Company’s 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, which 40.75% is owned by the company.

Previous wording

Operating Income. For the three months ended March 31, 2026, 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 three months ended March 31, 2025, is attributable to investment banking activity, as the Company executed a larger transaction in the three months ended March 31, 2026. For the three months ended March 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 decrease in unrealized loss on investment securities, net (from our licensed broker dealer) was due to mark to market activity in the held securities.

Current wording

Operating Loss. For the three and six months ended June 30, 2026, 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 three and six months ended June 30, 2025, is attributable to investment banking activity, as the Company executed larger transactions in the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, operating income was generated from the Company’s fees from investment banking transactions in the broker-dealer and patent related intellectual property services, as well as one investment banking transaction for a related party entity. The decrease in unrealized loss on investment securities, net (from our licensed broker dealer), as well as related party securities held by our licensed broker dealer and investment securities, net (not from our licensed broker dealer) was due to mark to market activity in the held securities.

Previous 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:

Current wording

General and Administrative Costs. During the three and six months ended June 30, 2026, and 2025, respectively, several factors contributed to changes in various expense categories:

Previous wording

***Other Income.***For the three months ended March 31, 2026, the decrease in other income compared to the three months ended March 31, 2025, was primarily due to mark-to-market losses on securities held outside of the broker-dealer and losses related to dilution from additional equity issuances by eXoZymes. The subordinated loans for the broker-dealer are eliminated for consolidation purposes.

Current wording

***Other Income.***For the three and six months ended June 30, 2026, the decrease in other income compared to the three and six months ended June 30, 2025, was primarily due to mark-to-market losses on securities held outside of the broker-dealer and losses related to dilution from additional equity issuances by eXoZymes. The subordinated loans for the broker-dealer are eliminated for consolidation purposes.

Previous wording

Income Taxes. For the three months ended March 31, 2026 and 2025, there was no income tax expense.

Current wording

Income Taxes. For the three and six months ended June 30, 2026 and 2025, there was no income tax expense.

Previous wording

Equity Method Investment. For the three months ended March 31, 2026, compared to the three months ended March 31, 2025, the decrease in other income was due to the Company’s recognition of its proportionate share of eXoZymes’ net loss under the equity method of accounting.

Current wording

Equity Method Investment. For the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, the decrease in other income was due to the Company’s recognition of its proportionate share of eXoZymes’ net loss under the equity method of accounting and an impairment loss realized due the stock price dropping below the equity value.

Previous wording

Operating Income. For the three months ended March 31, 2026, 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 three months ended March 31, 2025, is attributable to investment banking activity, as the Company executed a larger transaction in the three months ended March 31, 2026. For the three months ended March 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 decrease in unrealized loss on investment securities, net (from our licensed broker dealer) was due to a decrease in the market value and fair value of securities held for investment.

Current wording

Operating Loss. For the three and six months ended June 30, 2026, 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 three and six months ended June 30, 2025, is attributable to investment banking activity, as the Company executed larger transactions in the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, operating income was generated from the Company’s fees from investment banking transactions in the broker-dealer and patent related intellectual property services, as well as one investment banking transaction for a related party entity. The decrease in unrealized loss on investment securities, net (from our licensed broker dealer), as well as related party securities held by our licensed broker dealer and investment securities, net (not from our licensed broker dealer) was due to mark to market activity in the held securities.

Previous 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:

Current wording

General and Administrative Costs. During the three and six months ended June 30, 2026, and 2025, respectively, several factors contributed to changes in various expense categories:

Previous 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.

Current wording

Other Income. The decrease in other income for the three and six months period ending June 30, 2026, can be attributed to interest income, stemming from a decrease in the cash balance from the three-month period ending June 30, 2025.

Previous wording

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

Current wording

Operating Income. There was no activity during the three and six months ended June 30, 2026 and 2025.

Previous wording

General and Administrative Costs. During the three months ended March 31, 2026 and 2025, there was little activity in this segment and the decrease in professional fees was attributable to less activity and legal fees with M1.

Current wording

General and Administrative Costs. During the three and six months ended June 30, 2026 and 2025, there was little activity in this segment and the decrease in professional fees was attributable to less activity and legal fees with M1.

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 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.

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 closed in early January 2026. 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 increase in prepaid expenses and other assets stemmed from cash due to the company as part of an investment banking deal. 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, the dilution due to the issuance of shares, and the impairment of the investment due to the declining stock price. Finally, the reduction in property and equipment and right-of-use assets was due to its regular utilization.

Previous 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.

Current wording

The increase in accounts payable and decrease in 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

Stockholders’ equity decreased from December 31, 2025, to March 31, 2026, primarily due to the net loss for the three months ended March 31, 2026, partially offset by the recognition of stock-based compensation expense during the period.

Current wording

Stockholders’ equity decreased from December 31, 2025, to June 30, 2026, primarily due to the net loss for the six months ended June 30, 2026, partially offset by the recognition of stock-based compensation expense during the period.

Previous 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.

Current wording

At June 30, 2026, the Company had $12.2 million of working capital. This is a decrease of $5.4 million, from the working capital of $17.7 that the Company had at June 30, 2025. The decrease in working capital is primarily attributed to the use of cash to fund operations.

Previous wording

***Operating Activities.***For the three months ended March 31, 2026, in addition to cash used in normal operating activities, there was an approximately $2.0 million decrease in cash resulting from the release of customer deposits that had been held in segregated accounts in compliance with regulatory requirements at December 31, 2025. These deposits related to an investment banking transaction that closed in early January 2026.

Current wording

***Operating Activities.***For the six months ended June 30, 2026, in addition to cash used in normal operating activities, there was an approximately $2.0 million decrease in cash resulting from the release of customer deposits that had been held in segregated accounts in compliance with regulatory requirements at December 31, 2025. These deposits related to an investment banking transaction that closed in early January 2026.

Previous 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.

Current wording

For the six months ending on 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.

Previous wording

Investing Activities. There was an investment into the deferred IT costs for development of the self-clearing system, for the three months ended March, 31, 2026. There was no activity for the three months ended March, 31, 2025.

Current wording

Investing Activities. There was an investment into the deferred IT costs for development of the self-clearing system, for the six months ended June 30, 2026. There was no activity for the six months ended June 30, 2025.

Previous wording

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

Current wording

Financing Activities. There was no activity for the three or six months ended June 30, 2026 and 2025.

Previous 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.

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 June 30, 2026 and 2025, Public Ventures had net capital of $8.96 million and $8.61 million, respectively, which was $8.71 million and $8.36 million in excess of the minimum $0.25 million, as required by the Securities and Exchange Commission Rule 15c3-1.

Previous 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.

Current wording

In 2024 the Company entered into a subordinated loan agreement with its broker-dealer subsidiary for $7.3 million. This amount, together with existing subordinated loans totaling $5.9 million and $2.3 million 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

Previous 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.

Current wording

At June 30, 2026, the broker-dealer subsidiary’s ratio of aggregate indebtedness of $3.9 million to net capital was 0.43 to 1, as compared to the maximum of a 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 customer debts, which was calculated as $13 thousand at June 30, 2026

Previous 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.

Current wording

To comply with DTC membership requirements, the broker-dealer subsidiary has committed to maintain at least $5 million of net capital in excess of the $0.25 million minimum.