MDBH on Nasdaq
MDB Capital Holdings, LLC
MDB Capital Holdings, LLC is an American finance services company based in Dallas, listed on Nasdaq (MDBH).1
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Last updated Oct 21, 2026.
Overview
- TickerMDBH on Nasdaq1
- IndustryFinance Services1
- HeadquartersDallas, Texas1
- Incorporated inDE3
- Business address4209 Meadowdale Ln, Dallas, Tx 952293
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
- Legal formLimited Liability Company
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We believe that only this type of community can provide suitable financing options that will meet the needs of small public venture companies.5 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Financial statements
Every line of the income statement as filed: the last 3 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Unrealized (loss) on investment securities, net from the licensed broker dealer (Notes 1 and 2) | -$331.0K | -$275.0K | |
| Unrealized gain on investment securities, net from non-licensed broker dealer (Notes 1 and 2) | $85.0K | ||
| Realized gain on investment securities, net from the licensed broker dealer | $14.0K | ||
| Fee income (from our licensed broker dealer) | $4.3M | $2.2M | |
| Impairment of investment securities | -$200.0K | -$50.0K | |
| Other operating income | $861.0K | $411.0K | |
| Total operating income, net | $4.9M | $2.2M | |
| Compensation | $15.0M | $20.1M | |
| Operating expense, related party | $1.8M | $1.5M | |
| Professional fees | $1.9M | $3.1M | |
| Information technology | $1.1M | $922.0K | |
| Clearing and other charges | $556.0K | $1.1M | |
| General and administrative-other | $2.2M | $2.6M | |
| Total general and administrative costs | $22.6M | $29.3M | |
| Research and development costs, net of grants $0 and $2,003 in 2024 and 2024 | $1.5M | ||
| Total operating costs | $22.6M | $30.8M | |
| Net operating loss | -$17.7M | -$28.6M | |
| Miscellaneous income | $75.0K | $112.0K | |
| Interest income | $617.0K | $1.2M | |
| Interest expense | -$72.0K | ||
| Gain related to dilution events | $61.0K | $130.0K | |
| Gain on deconsolidation of subsidiary | $39.3M | ||
| Net income (loss) before income taxes | -$17.0M | $12.0M | |
| Income taxes | $11.0K | $2.0K | |
| Net income (loss) before equity method investee | -$17.0M | $12.0M | |
| Equity in loss of equity method investee | -$4.3M | -$420.0K | |
| Net income (loss) | -$21.3M | $11.6M | |
| Less net loss attributable to non-controlling interest | -$21.0K | -$90.0K | |
| Net income (loss) attributable to MDB Capital Holdings, LLC | -$21.2M | $11.7M | |
| Research and development, Grants | $0 | $2.0M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $13.2M | $20.4M | |
| Cash segregated in compliance with regulations | $2.3M | $844.0K | |
| Accounts receivable | $124.0K | ||
| Related party receivables | $13.0K | $64.0K | |
| Clearing deposits | $2.0M | $1.7M | |
| Prepaid expenses and other current assets | $433.0K | $513.0K | |
| Investment securities, at fair value, held by the licensed broker dealer (Notes 1 and 2) | $7.2M | $5.9M | |
| Investment securities, at fair value, held by the non-licensed broker dealer (Notes 1 and 2) | $235.0K | ||
| Equity method investment | $37.5M | $41.8M | |
| Deferred costs related to deferred revenue | $14.0K | $27.0K | |
| Property and equipment, net | $117.0K | $90.0K | |
| Operating lease right-of-use asset, net | $547.0K | $641.0K | |
| Total assets | $63.7M | $72.0M | |
| Accounts payable | $267.0K | $324.0K | |
| Accrued expenses | $95.0K | $72.0K | |
| Related party payables | $1.0K | $23.0K | |
| Payables to customers | $2.2M | $773.0K | |
| Operating lease liabilities | $609.0K | $711.0K | |
| Total liabilities | $3.2M | $1.9M | |
| Additional paid-in-capital | $80.5M | $68.7M | |
| Accumulated income (deficit) | -$19.8M | $1.4M | |
| Total MDB Capital Holdings, LLC equity | $60.7M | $70.2M | |
| Non-controlling interest | -$111.0K | -$90.0K | |
| Total equity | $60.6M | $70.1M | $37.3M |
| Total liabilities and equity | $63.7M | $72.0M | |
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares | |
| Preferred stock, no par value | $0 | $0 | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $13.2M | $20.4M | |
| Cash segregated in compliance with regulations | $2.3M | $844.0K | |
| Accounts receivable | $124.0K | ||
| Related party receivables | $13.0K | $64.0K | |
| Clearing deposits | $2.0M | $1.7M | |
| Prepaid expenses and other current assets | $433.0K | $513.0K | |
| Investment securities, at fair value, held by the licensed broker dealer (Notes 1 and 2) | $7.2M | $5.9M | |
| Investment securities, at fair value, held by the non-licensed broker dealer (Notes 1 and 2) | $235.0K | ||
| Equity method investment | $37.5M | $41.8M | |
| Deferred costs related to deferred revenue | $14.0K | $27.0K | |
| Property and equipment, net | $117.0K | $90.0K | |
| Operating lease right-of-use asset, net | $547.0K | $641.0K | |
| Total assets | $63.7M | $72.0M | |
| Accounts payable | $267.0K | $324.0K | |
| Accrued expenses | $95.0K | $72.0K | |
| Related party payables | $1.0K | $23.0K | |
| Payables to customers | $2.2M | $773.0K | |
| Operating lease liabilities | $609.0K | $711.0K | |
| Total liabilities | $3.2M | $1.9M | |
| Additional paid-in-capital | $80.5M | $68.7M | |
| Accumulated income (deficit) | -$19.8M | $1.4M | |
| Total MDB Capital Holdings, LLC equity | $60.7M | $70.2M | |
| Non-controlling interest | -$111.0K | -$90.0K | |
| Total equity | $60.6M | $70.1M | $37.3M |
| Total liabilities and equity | $63.7M | $72.0M | |
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares | |
| Preferred stock, no par value | $0 | $0 | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net income (loss) | -$21.3M | $11.6M |
| Unrealized loss on investment securities, net | $246.0K | $275.0K |
| Accretion of investments at amortized cost (U.S Treasury Bills) | -$534.0K | |
| Realized loss (gain) on investment securities, net from the licensed broker dealer | -$14.0K | |
| Stock-based compensation | $11.8M | $14.4M |
| Effect of deconsolidation of subsidiary | $6.7M | |
| Depreciation of property and equipment | $22.0K | $230.0K |
| Deferred costs related to revenue | $13.0K | $49.0K |
| Dilution of deferred grant reimbursement | -$41.0K | |
| Gain on deconsolidation | -$39.3M | |
| Portion of loss from equity investment | $4.3M | $420.0K |
| Gain related to dilution events | -$61.0K | -$130.0K |
| Warrants issued as part of an investment banking deal | $297.0K | |
| Income recognized from warrants received | -$1.9M | -$659.0K |
| Impairment of investment securities | $200.0K | |
| Deferred revenue | -$20.0K | |
| Change in ROU Asset | $95.0K | $1.7M |
| Change in lease liability | -$103.0K | -$1.7M |
| Grants receivable | $882.0K | |
| Accounts receivable | -$100.0K | |
| Related party receivables | $51.0K | -$64.0K |
| Prepaid expenses and other current assets | $55.0K | $11.0K |
| Clearing deposits | -$262.0K | -$1.5M |
| Accounts payable | $58.0K | -$252.0K |
| Accrued expenses | $22.0K | -$1.0M |
| Related party payables | -$22.0K | $23.0K |
| Payables to customers | $1.4M | $772.0K |
| Payables to non-customers | -$1.4M | |
| Net cash used in operating activities | -$5.7M | -$9.0M |
| Purchases of investment securities, at amortized cost (U.S. Treasury Bills) | -$17.8M | |
| Proceeds from payments and maturities of investment securities, at amortized cost (U.S. Treasury Bills) | $43.0M | |
| Accretion of equity investments | -$2.7M | |
| Deferred grant reimbursement | -$100.0K | |
| Purchases of property and equipment | -$49.0K | $546.0K |
| Net cash provided by (used in) investing activities | -$49.0K | $22.9M |
| Acquisition of non-controlling interest | $69.0K | |
| Net cash provided by financing activities | $69.0K | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -$5.7M | $13.9M |
| Income taxes | $11.0K | $2.0K |
| Warrants received as part of an investment banking deal | $657.0K | |
| Relinquishment of deferred costs of initial public offering from prior year | $323.0K | |
| Investment securities, at cost less impairment, received in lieu of cash payment | $100.0K | |
| Issuance of warrants to purchase Class A stock related to the initial public offering closed on September 20, 2023 | $65.0K |
No quarter-by-quarter statement was filed.
Corporate structure
MDB Capital Holdings, LLC sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of MDB Capital Holdings, LLC
- Anthony Digiandomenico Filed SC 13D on MDB Capital Holdings, LLC, latest Aug 1, 2023
- Christopher A. Marlett Filed SC 13D on MDB Capital Holdings, LLC, latest Aug 1, 2023
- MDB Capital Holdings, LLC Dallas, Texas
- eXoZymes Technologies, Inc. Subsidiary · Nevada, United States
- MDB CG Management Company Subsidiary · Delaware, United States
- MDB Minnesota One, Inc. Subsidiary · Delaware, United States
- PatentVest, Inc. Subsidiary · Delaware, United States
- Public Ventures, LLC Subsidiary · Texas, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What MDB Capital Holdings, LLC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Computer equipment and software | $139.0K2 Dec 31, 2025 | $113.0K2 Dec 31, 2024 | +23.0% |
| Property and equipment, before depreciation | $139.0K2 Dec 31, 2025 | $113.0K2 Dec 31, 2024 | +23.0% |
| Accumulated depreciation | $22.0K2 Dec 31, 2025 | $23.0K2 Dec 31, 2024 | −4.3% |
| Property and equipment, net | $117.0K2 Dec 31, 2025 | $90.0K2 Dec 31, 2024 | +30.0% |
| Operating-lease assets (leased space) | $547.0K2 Dec 31, 2025 | $641.0K2 Dec 31, 2024 | −14.7% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $13.2M2 Dec 31, 2025 | $20.4M2 Dec 31, 2024 | −35.3% |
| Debt securities available for sale | $5.9M7 Dec 31, 2024 | $5.8M7 Dec 31, 2023 | +1.5% |
| Stakes in other companies (equity method) | $37.5M2 Dec 31, 2025 | $41.8M2 Dec 31, 2024 | −10.1% |
| Deposits held (banks) | $2.0M2 Dec 31, 2025 | $2.0M7 Dec 31, 2024 | 0% |
Properties, in its own words
We own no real property. Our principal office is located in Addison, Texas. In July 2022, we secured a lease for approximately 5,500 square feet of office space, with the lease set to expire in July 2030. This space serves as our principal executive offices and for general office use. The base monthly rental rate is $12.5 thousand until July 2024, after which it will increase to $12.8 thousand. Subsequent increases are scheduled as follows: to $13.0 thousand in July 2025, $13.2 thousand in July 2026, $13.5 thousand in July 2027, $13.7 thousand in July 2028, and finally, to $14.0 thousand in July 2029, continuing through the end of the lease term in July 2030.
We believe that our leased spaces is at local market rates, and there is sufficient space available to permit the specific operations to obtain additional or other space if and when required. We do not believe that if there is additional space or other space required, that the cost will be prohibitive.
Item 2 of the 10-K filed Mar 31, 2026.5
Leadership
Who has led MDB Capital Holdings, LLC, and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerChristopher A. Marlett Aug 2, 2023 to now10
- PresidentGeorge Hugh Brandon Aug 2, 2023 to now11
- Chief financial officerJeremy William James Nov 29, 2024 to now12
Board members and other officers (15)
- Co-FounderChristopher A. Marlett Apr 9, 2025 to now13
- Chief of TransactionsAnthony Digiandomenico Aug 2, 2023 to now14
- Chief Accounting OfficerJeremy William James Aug 2, 2023 to Aug 2, 202315
- Chief Entrepreneurship & OpsMohammad Hayat Aug 2, 2023 to now16
- Board memberDaniel Thomas Torpey Feb 12, 2026 to now17
- Board memberJeb Barton Terry Sr. Apr 7, 2026 to now18
- Board memberJeremy William James Nov 14, 2025 to now19
- Board memberAnthony Digiandomenico Aug 2, 2023 to now14
- Board memberChristopher A. Marlett Aug 2, 2023 to now10
- Board memberGeorge Hugh Brandon Aug 2, 2023 to now11
- Board memberMatthew Hayden Aug 2, 2023 to now20
- Board memberMohammad Hayat Aug 2, 2023 to now16
- Board memberSean James Magennis Aug 2, 2023 to now21
- Board memberSusanne Meline Aug 2, 2023 to now22
- General counselMohammad Hayat Dec 20, 2024 to now23
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive Officer, DirectorMo Hayat named Jun 23, 202224
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- MDB CG Management Company Delaware4
- MDB Minnesota One, Inc. Delaware4
- PatentVest, Inc. Delaware4
- Public Ventures, LLC Texas4
- eXoZymes Technologies, Inc. Nevada4
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Feb 2, 20268-K Executive or director change25
- Dec 4, 20258-K Shareholder vote26
- Jun 2, 20258-K Executive or director change27
- Apr 11, 20258-K Other events28
- Dec 13, 20248-K Shareholder vote29
- Jul 8, 20248-K Entered a material agreement30
- Jun 20, 20248-K Executive or director change; Other events31
- Dec 22, 20238-K Change of auditor32
- Nov 16, 20238-K Results of operations33
- Nov 14, 20238-K Earlier financial statements no longer reliable34
- Sep 20, 20238-K Other events35
- Aug 2, 2023New chief executive Christopher A. Marlett becomes CEO10
- Jul 31, 20238-K Other events36
Calendar
Coming up
- Nov 12, 2026Reports results for the quarter ending Sep/202637
When it reported results
- Nov 16, 2023Reported quarterly or annual results33
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
131 filings to the SEC since October 2021: 3 annual reports, 10 quarterly reports, 12 major events, 73 insider forms, 2 large holders, 1 private raises, 30 other. The latest 20:
- Oct 15, 20264 EDGAR
- Oct 15, 20264 EDGAR
- Aug 13, 202610-Q EDGAR
- May 14, 202610-Q EDGAR
- May 8, 20264 EDGAR
- May 8, 20264 EDGAR
- May 8, 20263 EDGAR
- May 4, 20264 EDGAR
- Apr 22, 20264 EDGAR
- Apr 22, 20264 EDGAR
- Apr 22, 20264 EDGAR
- Apr 9, 20263 EDGAR
- Apr 7, 20264 EDGAR
- Mar 31, 202610-K EDGAR
- Feb 12, 20264 EDGAR
- Feb 12, 20264 EDGAR
- Feb 12, 20264 EDGAR
- Feb 2, 20268-K EDGAR
- Jan 27, 20264 EDGAR
- Jan 5, 20264 EDGAR
The 131 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
68 open-market trades by officers, directors and large owners since October 2021: 64 buys and 4 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jan 23, 2026 | James Jeremy WilliamCFO | Sale | 60 | $3.34 | $200 | Form 4 |
| Jan 2, 2026 | MARLETT CHRISTOPHER ACo-Founder | Buy | 1,213 | $3.50 | $4.2K | Form 4 |
| Dec 31, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 4,387 | $3.35 | $14.7K | Form 4 |
| Dec 30, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 4,400 | $3.18 | $14.0K | Form 4 |
| Dec 9, 2025 | Brandon George HughPresident | Buy | 3,700 | $3.38 | $12.5K | Form 4 |
| Dec 8, 2025 | Brandon George HughPresident | Buy | 600 | $3.30 | $2.0K | Form 4 |
| Dec 5, 2025 | Brandon George HughPresident | Buy | 900 | $3.29 | $3.0K | Form 4 |
| Dec 4, 2025 | Brandon George HughPresident | Buy | 1,900 | $3.52 | $6.7K | Form 4 |
| Dec 3, 2025 | Brandon George HughPresident | Buy | 3,900 | $3.63 | $14.2K | Form 4 |
| Dec 2, 2025 | Brandon George HughPresident | Buy | 1,250 | $3.50 | $4.4K | Form 4 |
| Dec 1, 2025 | Brandon George HughPresident | Buy | 2,998 | $3.49 | $10.5K | Form 4 |
| Oct 6, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 1,725 | $3.41 | $5.9K | Form 4 |
| Oct 3, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 2,275 | $3.35 | $7.6K | Form 4 |
| Aug 29, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 1,645 | $3.52 | $5.8K | Form 4 |
| Aug 28, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 1,575 | $3.56 | $5.6K | Form 4 |
| Aug 27, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 1,288 | $3.40 | $4.4K | Form 4 |
| Aug 26, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 1,414 | $3.35 | $4.7K | Form 4 |
| Aug 25, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 1,232 | $3.31 | $4.1K | Form 4 |
| Aug 22, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 1,200 | $3.33 | $4.0K | Form 4 |
| Aug 21, 2025 | MARLETT CHRISTOPHER ACo-Founder | Buy | 1,200 | $3.45 | $4.1K | Form 4 |
All 68 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Anthony DigiandomenicoSC 13D, 1 filing Aug 1, 202338
- Christopher A. MarlettSC 13D, 1 filing Aug 1, 202339
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Mo HayatHead of Corporate Development & Chief Legal Officer | 50 | $300.0K | $1.1M40 |
| 2024 | Christopher MarlettCEO | 61 | $350.0K | $703.2K40 |
| 2024 | Anthony DiGiandomenicoHead of New Venture Discovery | 59 | $300.0K | $653.2K40 |
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $25.3M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2022 | $25.3M | $25.3M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Pasadena Private Wealth, LLC | 85,200 | $298.2K | 0.0% | No change |
| UBS Group AG | 54,189 | $189.7K | 0.0% | −415 |
| Beacon Pointe Advisors, LLC | 30,000 | $105.0K | 0.0% | No change |
| Susquehanna International Group, Llp | 12,886 | $48.2K | 0.0% | +489 |
| Morgan Stanley | 101 | $354 | 0.0% | +100 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How MDB Capital Holdings, LLC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARMDB Capital Holdings, LLC1
- CIK0001934642
- Employer ID (EIN)87-43666245
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company5
- Incorporated inDelaware5
- Fiscal year endsDecember 311
- Industry code (SIC)6199 Finance Services1
- SEC reviewing officeOffice of Finance, Division of Corporation Finance1
- Business address4209 Meadowdale Ln, Dallas, TX 952291
- Phone310-526-50001
- Shares outstanding5,300,132 Common Class A shares; 5,000,000 Common Class B shares as of Mar 31, 20265
- Public float$22.2M as of Jun 30, 20255
- AuditorRBSM LLP, New York PCAOB ID 587; no auditor attestation of internal control over financial reporting5
- On EDGAR sinceJun 23, 20221
- Filings133 in all: 4 (61), 8-K (12), 3 (11), 10-Q (10), CORRESP (7), S-1/A (6), UPLOAD (4), 10-K (3)1
All 20 form types
4/A (3), 424B4 (3), 424B3 (2), DEF 14A (2), SC 13D (2), 144 (1), 8-A12B (1), CERT (1), D (1), EFFECT (1), S-1 (1), S-8 (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Nov 14, 2025
Latest 8-K (8-K) Feb 2, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Class A Common Shares, representing Limited Liability Interests | MDBH | Nasdaq |
From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5
Risk factors and legal proceedings
The risks MDB Capital Holdings, LLC names in Item 1A of its 10-K filed Mar 31, 2026: 67 risks under these headings, as written.5
- Risks Relating to Holding Company Taxation
- You may be subject to U.S. federal income tax on your share of our taxable income, regardless of whether you receive any cash distributions from us.
- You may be subject to state, local and other taxes, depending on your own particular circumstances.
- Allocations of income and loss may be re-determined by the IRS.
- MDB may provide delayed final Schedules K-1.
- If we are treated as a corporation for U.S. federal income tax purposes, the value of the shares could be materially adversely affected.
- Our structure involves complex provisions of U.S. federal and state income tax law for which no clear precedent or authority may be available. Our structure is also subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.
- Complying with certain tax-related requirements may cause us to forego otherwise attractive business or investment opportunities or enter into acquisitions, borrowings, financings or arrangements we may not have otherwise entered into.
- Shareholders may be subject to restrictions on deductibility of expenses and other losses.
- Future legislative or regulatory action could significantly change the tax aspects of an investment in our shares.
- Risks Relating to Our General Business Operations
- Although our partner company model has been successful in the past, there is no assurance that we will continue to be successful in selecting our partner companies or that these partner companies will generate income returns at the same or similar levels as those of our prior partner companies.
The other 57 risks
- We might require additional capital to support operations and business growth and to fund our partner companies; this capital might not be available on terms favorable to us, or all, when needed.
- Our business depends upon our ability to make good decisions regarding the deployment of capital into new or existing partner companies and, ultimately, the performance of our partner companies, both of which are uncertain.
- Our business model does not rely upon the receipt of operating cash flows from our partner companies.
- Our success depends, in part, on the successful development of our partner companies.
- Our partner companies are expected to be early-stage development companies, which will make it difficult to judge and evaluate their businesses and their future success.
- One of our subsidiaries, Public Ventures, is subject to Securities and Exchange Commission and FINRA regulation, DTC participant requirements, and settlement bank agreements, and, if not compliant with those regulations, may be subject to fines, limitations on activity and financial impairment.
- Our partner companies are likely to be operating in businesses that are subject to extensive regulation, which if not compliant with those regulations may be subject to fines, limitations on activity and financial impairment.
- We plan to operate as a company not regulated under the Investment Company Act of 1940. We may have to buy, sell or retain assets when we would otherwise not wish to do so in order to avoid registration under the Investment Company Act.
- Our ability to retain our senior professionals and recruit additional professionals is critical to the success of our business, and our failure to do so may adversely affect our reputation, business, results of operations, cash flows and financial condition.
- Potential Adverse Impact of U.S. and Nicaraguan Political and Regulatory Environments on Our Operations.
- We out-source aspects of our business operations in Nicaragua.
- Risks related to our significant and concentrated equity investment in eXoZymes.
- There may be securities market risks resulting from owning the equity securities of our partner companies.
- We could experience competition from other potential acquirers when we seek to establish partner companies, which may result in not being able to acquire them or having to invest at a higher valuation, thus increasing our risk of loss and reducing potential future gains.
- We may be limited in our ability to attract and continue to employ personnel engaged by our partner companies.
- There is significant competition for the time and capital of our community members and they have no obligation to continue to own MDB member interests, or participate in the development of the partner companies as envisioned by our business model.
- Impact of Ukrainian and Israeli Conflict
- Impact of the Iran Conflict
- The collection, processing, use, storage, sharing and transmission of personal information and other sensitive data are subject to stringent and changing state, federal and international laws, regulations and standards and policies and could give rise to liabilities as a result of our failure or perceived failure to protect such data, comply with privacy and data protection laws and regulations or adhere to the privacy and data protection practices that we articulate to our clients.
- Cyberattacks and other security breaches or disruptions suffered by us or third parties upon which we rely could have a materially adverse effect on our business, harm our reputation and expose us to public scrutiny or liability.
- Risks Pertaining to Partner Companies in General
- Based on our business model, some or all of our partner companies likely will need to raise capital from time to time to fund their operations. We may not be able to fund some or all of these amounts, and the amounts may not be available from third parties on acceptable terms, or at all.
- If we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy. In addition, the loss of the services of the founders of our partner companies could adversely impact their business prospects and the value of our ownership of the partner company.
- Some intellectual property of our partner companies will be funded through government programs, thus being subject to federal regulation such as “march-in” rights, certain reporting requirements and a preference for U.S. industry. Compliance with these regulations may limit exclusive rights, subject the companies to expenditure of resources with respect to reporting requirements, and limit the ability to contract with foreign manufacturers.
- Some of our partner companies may be unable to protect their proprietary rights and may infringe on the proprietary rights of others.
- Our partner companies have limited foreign intellectual property rights and may not be able to protect their intellectual property rights throughout the world.
- Our partner companies may incur substantial costs as a result of litigation or other proceedings relating to intellectual property, including patents, and they may be unable to protect their rights to their products and technology.
- Patent terms may be inadequate to protect a competitive position for an adequate amount of time.
- Our efforts to maintain and protect our intellectual property rights through means in addition to registration may not be sufficient to protect our business.
- If trademarks and trade names are not adequately protected, then our partner companies may not be able to build name recognition in the markets of interest and their business may be adversely affected.
- Collaborations of various sorts, by our partner companies, such as with respect to research, testing, clinical trials, manufacturing and distribution, will be important to their respective businesses. Their inability to enter into collaboration arrangements as needed, or if such collaborations are not successful, may adversely impact their respective businesses.
- Risks Related to M1
- M1 has a limited operating history on which to evaluate its ability to achieve its operating objectives.
- M1 may not be successful in its efforts to advance from the pre-clinical development stage and to fully develop a small molecule senescence platform.
- Risks Related to PatentVest
- If PatentVest does not identify the full range of patent opportunities relevant to clients’ intellectual property portfolio, its reputation will be harmed and it may be liable for service failure.
- If clients do not agree that the patents opportunities identified in the PatentVest reports are relevant to their businesses, PatentVest will have difficulty retaining and attracting new clients, which could harm its operating results.
- PatentVest is dependent on relationships with third parties, including public sources, to provide it with data, information and other services; if any of these relationships change, its business could be adversely affected.
- PatentVest might not be able to scale its business as fast as it believes can be done or be able to maintain the quality of its services and reports.
- We believe patent analysis is a highly competitive business, and if PatentVest fails to develop widespread brand awareness in a cost-effective manner, the business may suffer.
- PatentVest is licensed to offer legal services under Arizona law, and it plans to offer legal services as part of its package of intellectual property service offerings. As a result, PatentVest must comply with the ethical and legal provisions, licensing responsibilities and obligations of a law firm under the laws of the State of Arizona.
- Risks related to Public Ventures
- Public Ventures conducts offerings where we will act as a placement agent or an underwriter, and thus we are subject to underwriter and similar liability.
- Public Ventures self-clearing capabilities facilitate its operations.
- As a broker-dealer, Public Ventures will have to expend considerable resources on maintaining adequate compliance practices. The failure to be in regulatory compliance may result in fines, sanctions and the possible curtailment of operations.
- We may be exposed to more cybersecurity threats as we expand our business.
- The clearing operations of Public Ventures will require contractual arrangements with several key industry entities, which, if not followed, will require it to terminate that portion of its business.
- Public Ventures will have to maintain adequate capitalization levels to conduct its broker-dealer and clearing businesses.
- Settlement bank services are difficult to arrange, without which Public Ventures will not be able to operate a clearing business.
- Hiring and organizing personnel for the clearing operations.
- Where permitted by regulation, Public Ventures will use an overseas out-source provider for some of the self-clearing operation activities although political and social instability and the threat of sanctions by countries, including the United States, may disrupt or hinder the delivery of such services and result in increased costs.
- Risks Related to Being a Public Company and Owning Our Class A Common Shares
- Control by management may limit your ability to influence the outcome of director elections and other transactions requiring shareholder approval.
- We are deemed a “controlled company” under the listing rules of Nasdaq because our Class B Common Shares are held by two persons who have more than 50% control of the Company. As a controlled company, MDB will be exempt from certain of the corporate governance obligations that other companies must follow when listing on Nasdaq.
- The dual class structure of our currently issued equity securities may adversely affect the trading market for our Class A Common Shares.
- The existence of our registered broker-dealer subsidiary may delay or prevent takeover attempts of our Company.
- Our capital structure may have anti-takeover effect.
- We may make distributions of the securities of our partner companies, including cash and rights to purchase equity of a partner companies.
- We incur costs as a result of operating as a public company, and our board of directors is required to devote substantial time to oversight of compliance requirements and corporate governance practices.
- We are a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- We do not have key-man insurance.
- The price of our Class A Common Shares may be volatile, and could, upon listing on the Nasdaq Capital Market, decline significantly and rapidly. Market volatility may affect the value of an investment in our Class A Common Shares and could subject us to litigation.
- Certain recent initial public offerings of companies with relatively small public floats have experienced extreme volatility that was seemingly unrelated to the underlying performance of the company. Our Class A Common Shares may potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our Class A Common Shares.
- The United States stock markets recently have experienced price and volume fluctuations due to many factors, including federal government policies, inflationary pressures, changing interest rates, and the conflicts in Ukraine and Iran.
Legal proceedings
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our customers and regulatory review which may result in various kinds of penalties, such as censures and monetary fines. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition, results of operations or cash flows.
The opening of Item 3, Legal Proceedings.5
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 11SEC EDGARGeorge Hugh Brandon, President
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- 13SEC EDGARChristopher A. Marlett, Co-Founder
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- 17SEC EDGARDaniel Thomas Torpey, Board member
- 18SEC EDGARJeb Barton Terry Sr., Board member
- 19SEC EDGARJeremy William James, Board member
- 20SEC EDGARMatthew Hayden, Board member
- 21SEC EDGARSean James Magennis, Board member
- 22SEC EDGARSusanne Meline, Board member
- 23SEC EDGARMohammad Hayat, General counsel
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- 25SEC EDGARExecutive or director change
- 26SEC EDGARShareholder vote
- 27SEC EDGARExecutive or director change
- 28SEC EDGAROther events
- 29SEC EDGARShareholder vote
- 30SEC EDGAREntered a material agreement
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- 32SEC EDGARChange of auditor
- 33SEC EDGARResults of operations
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- 35SEC EDGAROther events
- 36SEC EDGAROther events
- 37NasdaqNasdaq calendar
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