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MDB Capital Holdings, LLC

For the period ended Jun 30, 2025. Filed Aug 14, 2025.

View on SEC.gov

About 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.

Jun 30, 2025 · Filed Aug 14, 2025

MDBH$1.55+3.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-12.

0001641172-25-009686

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current 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 OPERATIONS

The 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 67 previous paragraphs and 71 current paragraphs.

47 unchanged; 17 reworded; 4 added; 3 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 8 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 six-month periods ended June 30, 2025 and 2024, respectively, several factors contributed to changes in various expense categories:

Current 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:

Current 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:

Current report

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.
Removed paragraphs (3)

Previous report

General and Administrative Costs. During the three-month period ended March 31, 2025, and 2024, respectively, several factors contributed to changes in various expense categories:

Previous report

General and Administrative Costs. During the three-month periods ended March 31, 2025, and 2024, respectively, several factors contributed to changes in various expense categories:

Previous report

General and Administrative Costs. During the three-month periods ended March 31, 2025, and 2024, respectively, several factors contributed to changes in various expense categories:
Reworded paragraphs (17)

Previous wording

Operating Income. For the three-month periods ending March 31, 2025, and 2024, the Company generated operating income primarily due to investment banking activity completed in February 2025, this was offset to unrealized losses in the broker-dealer and intellectual property service segments. There was other income generated from operational fees within the same segments.

Current 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.

Previous wording

Research and Development Costs. The research and development costs were incurred by the Company’s technology development segment. For the three-month period ended March 31, 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 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.

Previous wording

***Other Income and Expense.***For the three-month period ended March 31, 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 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.

Previous wording

Operating Income. For the three-month periods ending March 31, 2025, and 2024, the Company generated operating income primarily due to investment banking activity completed in February 2025, this was offset to unrealized losses in the broker-dealer and intellectual property service segments. There was other income generated from operational fees within the same segments.

Current 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.

Previous wording

Other Income. The increase in other income for the three-month periods ending March 31, 2025, can be attributed to the growth in bank interest income, stemming from an increase in the cash balance.

Current 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.

Previous wording

Operating Income. There was no activity during the periods ended March 31, 2025 and 2024.

Current wording

Operating Income. There was no activity during the three and six-month periods ended June 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-month period ended March 31, 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 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.

Previous wording

The increase 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 increase in accrued expenses resulted from various expenses to be paid in 2025. Additionally, the decrease in payables to customers and non-customers stemmed from the movement of cash into securities. Finally, the reduction in lease liability was due to its routine utilization.

Current 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.

Previous wording

At March 31, 2025, the Company had $20,174,376 of working capital. This is a decrease of $7,109,991, from the working capital of $27,284,367 that the Company had at March 31, 2024. The decrease in working capital is primarily attributed to the use of cash to fund operations for the three months ended on March 31, 2025.

Current 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.

Previous wording

***Operating Activities.***For the three months ended 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

***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.

Previous wording

For the three months ending on March 31, 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 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.

Previous wording

Investing Activities. There was no activity for the three months ended March, 31, 2025. For the three months ended March 31, 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 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.

Previous wording

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

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 private placement 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 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.

Previous wording

MDB Capital dba 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 March 31, 2025 and 2024, Public Ventures had net capital of $10,184,725 and $6,285,959, respectively, which was $9,934,725 and $6,035,959 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 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.

Previous wording

At March 31, 2025, the Company’s ratio of aggregate indebtedness of $7,067,718 to net capital was 0.69 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 debits, which was calculated as $0 at March 31, 2025.

Current 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 June 30, 2025.

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 March 31, 2025 and 2024 have subsequently settled with no resulting material liability to Public Ventures. For the three months ended March 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 March 31, 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 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.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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 report — wording carried from elsewhere

Technology Development Segment (M1 and eXoZymes) Results of Operations for the Six-Months Ended June 30, 2025 and 2024