UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark one) 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission file number 000-05576

 

DOMINARI HOLDINGS INC.
(Exact name of registrant as specified in its charter)

 

Delaware   52-0849320
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

725 5th Avenue, 22nd Floor, New York, NY 10022
(Address of Principal Executive Offices, including zip code)

 

(703) 992-9325
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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 past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 definition of “large accelerated filer,” “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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   DOMH   The Nasdaq Capital Market LLC

 

As of August 8, 2023, there were 5,345,312 shares of the Company’s common stock issued and outstanding.

 

 

 

 

 

  

DOMINARI HOLDINGS INC.

Form 10-Q

For the Quarter Ended June 30, 2023

Index 

 

    Page No. 
     
Part I. Financial Information  
     
Item 1. Financial Statements (Unaudited) 1
     
  Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 1
     
  Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (Unaudited) 2
     
  Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 (Unaudited) 3
     
  Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited) 5
     
  Notes to the Condensed Consolidated Financial Statements (Unaudited) 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
     
Item 4. Controls and Procedures 24
     
Part II. Other Information  
     
Item 1. Legal Proceedings 25
     
Item 1A. Risk Factors 25
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
     
Item 3. Defaults Upon Senior Securities 25
     
Item 4. Mine Safety Disclosures 25
     
Item 5. Other Information 25
     
Item 6. Exhibits 25
     
Signatures 26

 

i

 

  

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

DOMINARI HOLDINGS INC.

Condensed Consolidated Balance Sheets

($ in thousands except share and per share amounts)

 

   June 30,   December 31, 
   2023   2022 
   (Unaudited)     
ASSETS        
Current assets        
Cash and cash equivalents  $3,598   $33,174 
Marketable securities   20,675    7,130 
Deposits with clearing broker   7,082    
-
 
Prepaid expenses and other assets   715    564 
Prepaid acquisition cost   
-
    301 
Short-term investments, at fair value   13    13 
Notes receivable, at fair value - current portion   6,339    7,474 
Investment in Fieldpoint Securities   
-
    2,000 
Total current assets   38,422    50,656 
           
Property and equipment, net   387    
-
 
Notes receivable, at fair value - non-current portion   1,622    1,100 
Employee forgivable loan receivable   98    
-
 
Investments   23,178    23,103 
Right-of-use assets   3,530    919 
Security deposit   458    458 
Total assets  $67,695   $76,236 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Accounts payable and accrued expenses  $232   $447 
Accrued salaries and benefits   632    1,260 
Income taxes withheld   1,300    
-
 
Accrued Commissions   17    
-
 
Lease liability - current   353    82 
Other Current liability   124    
-
 
Total current liabilities   2,658    1,789 
           
Lease liability   3,259    680 
Total liabilities   5,917    2,469 
           
Stockholders’ equity          
Preferred stock, $.0001 par value, 50,000,000 Authorized   
 
    
 
 
Series D: 5,000,000 shares designated; 3,825 shares issued and outstanding at June 30, 2023 and December 31, 2022; liquidation value of $0.0001 per share   
-
    
-
 
Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding at June 30, 2023 and December 31, 2022; liquidation value of $0.0001 per share   
-
    
-
 
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,345,312 and 5,485,096 shares issued at June 30, 2023 and December 31, 2022, respectively; 5,285,164 and 5,017,079 shares outstanding at June 30, 2023 and December 31, 2022, respectively   
-
    
-
 
Additional paid-in capital   260,585    262,970 
Treasury stock, at cost, 60,148 and 468,017 shares at June 30, 2023 and December 31, 2022, respectively   (501)   (3,322)
Accumulated deficit   (198,306)   (185,881)
Total stockholders’ equity   61,778    73,767 
Total liabilities and stockholders’ equity  $67,695   $76,236 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

1

 

 

DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Operations

($ in thousands except share and per share amounts)

(Unaudited)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023   2022   2023   2022 
Revenues  $71   $
-  
   $71   $
-  
 
                     
Operating costs and expenses                    
General and administrative  $9,080   $2,262   $12,913   $4,049 
Research and development   2    36    3    2,052 
Total operating expenses   9,082    2,298    12,916    6,101 
Loss from operations   (9,011)   (2,298)   (12,845)   (6,101)
                     
Other income (expenses)                    
Other income   
-  
    
-  
    
-  
    64 
Interest income   160    220    297    399 
Gain (loss) on marketable securities   400    (2,239)   335    (2,736)
Unrealized loss on note receivable   (212)   
-  
    (212)   
-  
 
Change in fair value of investments   
-  
    (760)   
-  
    (238)
Total other income  (expenses)   348    (2,779)   420    (2,511)
Net loss  $(8,663)  $(5,077)  $(12,425)  $(8,612)
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock   
-  
    (1,100)   
-  
    (4,109)
Net Loss Attributable to Common Shareholders  $(8,663)  $(6,177)  $(12,425)  $(12,721)
                     
Net loss per share, basic and diluted                    
Basic and Diluted
  $(1.79)  $(1.18)  $(2.45)  $(2.42)
                     
Weighted average number of shares outstanding, basic and diluted                    
Basic and Diluted
   4,827,239    5,251,023    5,065,055    5,251,766 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

2

 

  

DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity

($ in thousands except share and per share amounts)

(Unaudited)

 

For the Three Months Ended June 30, 2023 and 2022

 

   Preferred Stock   Common Stock   Additional
Paid-in
   Treasury Stock   Accumulated   Total
Stockholders’
 
   Shares   Amount   Shares   Amount   Capital   Shares   Amount   Deficit   Equity 
Balance at March 31, 2023   4,659   $     -    4,815,597   $       -   $259,215    60,148   $(501)  $(189,643)  $69,071 
Stock-based compensation   
-
    
-
    529,715    
-
    1,370    
-
    
-
    
-
    1,370 
Net loss   -    
-
    -    
-
    -    -    
-
    (8,663)   (8,663)
Balance at June 30, 2023   4,659   $
-
    5,345,312   $
-
   $260,585    60,148   $(501)  $(198,306)  $61,778

 

  

Redeemable Convertible

Preferred Stock

        Preferred   Additional           Total 
   Series O   Series P     Common Stock    Stock   Paid-in   Treasury Stock   Accumulated    Stockholders’ 
   Shares   Amount   Shares   Amount     Shares   Amount   Shares   Amount   Capital   Shares   Amount   Deficit   Equity 
Balance at March 31, 2022   11,000   $11,000   11,000 $  11,000      5,252,517   $           -    4,659   $       -    $262,624    -   $(264)  $(167,309)  $   95,051 
Redemption of Series O Redeemable Convertible Preferred Stock   (11,000)   (11,000)   -    -      -    -    -    -    -    -    -    -    - 
Redemption of Series P Redeemable Convertible Preferred Stock   -    -    (11,000)   (11,000 )   -    -    -    -    -    -    -    -    - 
Deemed dividends related to Series O and Series P  Redeemable Convertible Preferred Stock   -    -    -    -      -    -    -    -    (1,100)   -    -    -    (1,100)
Repurchase of treasury stock   -    -    -    -      -    -    -    -    -    242,902    (1,486)   
 
    (1,486)
Stock-based compensation   -    -    -    -      -    -    -    -    105    -    -    -    105 
Fractional shares adjusted for reverse split   -    -    -    -      (5,665)   -    -    -    (26)   -    -    -    (26)
Net loss   -    -    -    -      -    -    -    -    -    -    -    (5,077)   (5,077)
Balance at June 30, 2022   -   $-    -   $-      5,246,852   $-    4,659   $-   $261,603    242,902   $(1,750)  $(172,386)  $87,467 

 

3

 

 

For the Six Months Ended June 30, 2023 and 2022

 

   Preferred Stock   Common Stock   Additional
Paid-in
   Treasury Stock   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Shares   Amount   Deficit   Equity 
Balance at December 31, 2022   4,659   $
        -
    5,485,096   $
         -
   $262,970    468,017   $(3,322)  $(185,881)  $73,767 
Stock-based compensation   -    
-
    529,715    
-
    1,375    -    
-
    
-
    1,375 
Cancellation of common stock   -    
-
    (25,000)   
-
    
-
    -    
-
    
-
    
-
 
Purchase of treasury stock   -    
-
    -    
-
    
-
    236,630    (939)   
-
    (939)
Retirement of treasury stock   -    
-
    (644,499)   
-
    (3,760)   (644,499)   3,760    
-
    
-
 
Net loss   -    
-
    -    
-
    
-
    -    
-
    (12,425)   (12,425)
Balance at June 30, 2023   4,659   $
-
    5,345,312   $
-
   $260,585    60,148   $(501)  $(198,306)  $61,778 

 

   

Redeemable Convertible

Preferred Stock

            Preferred     Additional                 Total  
    Series O     Series P       Common Stock     Stock     Paid-in      Treasury Stock      Accumulated     Stockholders’  
    Shares     Amount     Shares     Amount       Shares     Amount     Shares     Amount     Capital     Shares     Amount     Deficit       Equity
Balance at December 31,  2021     -     $ -       -     $ -         5,275,329     $       -       4,659     $       -      $ 265,633       -      $ (264 )   $ (163,774 )    $ 101,595  
Issuance of Series O redeemable convertible preferred stock for cash     11,000       11,000                         -       -       -       -       -       -       -       -       -  
Issuance of Series P redeemable convertible preferred stock for cash            
 
      11,000       11,000         -       -       -       -       -       -       -       -       -  
Cost on issuance of Series O and Series P Redeemable Convertible Preferred Stock     -       (1,504 )     -       (1,505 )       -       -       -       -       -       -       -       -       -  
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock     -       1,504       -       1,505         -       -       -       -       (4,109 )     -       -       -       (4,109 )
 Redemption of Series O Redeemable Convertible Preferred Stock     (11,000 )     (11,000 )     -       -         -       -       -       -       -       -       -       -       -  
 Redemption of Series P Redeemable Convertible Preferred Stock     -       -       (11,000 )     (11,000 )       -       -       -       -       -       -       -       -       -  
Repurchase of treasury stock     -       -       -       -         -       -       -       -       -       242,902       (1,486 )     -       (1,486 )
Stock-based compensation     -       -       -       -         -       -       -       -       105       -       -       -       105  
Cancellation of common stock related to investment in CBM     -       -       -       -         (22,812 )     -       -       -       -       -       -       -       -  
Fractional shares adjusted for reverse split     -       -       -       -         (5,665 )     -       -       -       (26 )     -       -       -       (26 )
Net loss     -       -       -       -         -       -       -       -       -       -       -       (8,612 )     (8,612 )
Balance at June 30, 2022     -     $ -       -     $ -         5,246,852     $ -       4,659     $ -     $ 261,603       242,902     $ (1,750 )   $ (172,386 )   $ 87,467  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

4

 

 

DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)

 

   Six Months Ended
June 30,
 
   2023   2022 
Cash flows from operating activities        
Net loss  $(12,425)  $(8,612)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization of right-of-use assets   182    
-
 
Depreciation   32    
-
 
Change in fair value of short-term investment   
-
    1,646 
Change in fair value of long-term investment   -    (1,408)
Stock-based compensation   2,675    105 
Realized loss on marketable securities   487    568 
Unrealized (gain) loss on marketable securities   (514)   2,299 
Unrealized loss on note receivable   212    
-
 
Changes in operating assets and liabilities:          
Prepaid expenses and other assets   (229)   153 
Prepaid acquisition cost   301    
-
 
Deposits with clearing broker   (3,532)   
-
 
Accounts payable and accrued expenses   (428)   (239)
Accrued salaries and benefits   (628)   7 
Accrued commissions   (8)   
-
 
Lease liabilities   58    
-
 
Other current liabilities   3    
-
 
Notes receivable, at fair value – net interest accrued   (99)   (377)
Deposit   
-
    8 
Net cash used in operating activities   (13,913)   (5,850)
           
Cash flows from investing activities          
Purchase of marketable securities   (34,014)   (27,460)
Sale of marketable securities   20,494    28,272 
Proceeds from sale of digital currencies   
-
    93 
Purchase of fixed assets   (419)   
-
 
Acquisition of FPS, net of cash acquired and receivable owed from FPS   (1,112)   
-
 
Collection of principal on note receivable   502    
-
 
Funds to employee forgivable loan   (100)   
-
 
Purchase of short-term and long-term investments   (75)   (14,605)
Purchase of short-term and long-term promissory notes   
-
    (1,600)
Net cash used in investing activities   (14,724)   (15,300)
           
Cash flows from financing activities          
Proceeds from issuance of Series O and Series P Redeemable Convertible Preferred Stock, net of discount and offering cost   
-
    17,891 
Payment for fractional shares   
-
    (26)
Redemption of Series O and Series P Redeemable Convertible Preferred Stock   
-
    (22,000)
Purchase of treasury stock   (939)   (1,486)
Net cash used in financing activities   (939)   (5,621)
           
Net decrease in cash and cash equivalents and restricted cash   (29,576)   (26,771)
Cash and cash equivalents, beginning of period   33,174    65,562 
Cash and cash equivalents, end of period  $3,598   $38,791 
           
Non-cash investing and financing activities          
Transfer from short-term investment to marketable securities  $
-
   $1,482 
Reclassify from convertible note receivable to notes receivable at fair value  $
-
   $2,147 
Promissory convertible note receivable conversion into common shares  $
-
   $1,508 
           
On March 27, 2023, the Company acquired all assets and liabilities of FPS as disclosed in Note 4:          
Net assets acquired, net of cash acquired and receivable owed from FPS  $3,112      
Less - Deposit previously transferred in October 2022 to FPS  $(2,000)     
Net cash paid  $1,112      

 

See accompanying notes to unaudited condensed consolidated financial statements.

5

 

 

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1. Organization and Description of Business and Recent Developments

 

Organization and Description of Business

 

Dominari Holdings Inc. (the “Company”), formerly AIkido Pharma, Inc., was founded in 1967 as Spherix Incorporated. Since 2017, the Company has operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. In an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari Financial”), with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services industries. Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari Securities”), an introducing broker-dealer, registered with the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities provides investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers. 

 

Additionally, AIkido Labs, LLC (“Aikido Labs”), another wholly owned subsidiary of the Company, is in the process of winding down its historical pipeline of biotechnology assets consisting of patented technologies from leading universities and researchers, including prospective treatments for pancreatic cancer, acute myeloid leukemia, and acute lymphoblastic leukemia. Aikido Labs has historically explored opportunities in high growth industries and has equity holdings including Anduril Industries, Inc, Databricks, Inc., Discord, Inc., Epic Games, Inc., Payward, Inc. dba Kraken, Space Exploration Technologies Corp. dba SpaceX, Tevva Motors Ltd., Thrasio, LLC, and Yanka Industries, Inc. dba Masterclass. 

 

Note 2. Liquidity and Capital Resources

 

The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through managing current cash on hand from the Company’s past equity offerings.

 

Based upon projected cash flow requirements, the Company has adequate cash and cash equivalents and marketable securities to fund its operations for at least the next twelve months from the date of the issuance of these unaudited condensed consolidated financial statements.

 

Note 3. Summary of Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the 2022 Annual Report other than those discussed below.

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), and in conformity with the rules and regulations of the SEC. In the opinion of management, these financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The condensed balance sheet at December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

6

 

 

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the membership interest or outstanding voting stock. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aikido Labs, Dominari Financial, and Dominari Securities. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.

 

Use of Estimates

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include stock-based compensation, the valuation of investments, the valuation of notes receivable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.

 

Deposits with clearing broker

 

Deposits with Dominari Securities’ clearing broker consisted of approximately $7.1 million held in money market funds and liquid insured deposits maintained by the Company with its clearing broker as of June 30, 2023.

 

Leases

 

The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the unaudited condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred (see Note 10 - Leases).

 

Revenue

 

The Company recognizes revenues under ASC 606 - Revenue from Contracts with Customers (“ASC 606”)Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

 

7

 

 

The following provides detailed information on the recognition of the Company’s revenues from contracts with customers:

 

Underwriting services include underwriting and placement agent services in both the equity and debt capital markets, including private equity placements, initial public offerings, follow-on offerings, and underwriting and distributing public and private debt. Underwriting and placement agent revenues are recognized at a point in time on trade-date, as the client obtains the control and benefit of the underwriting offering at that point. Costs associated with underwriting transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded and are recorded on a gross basis within the general and administrative line item in the unaudited condensed consolidated statements of operations as the Company is acting as a principal in the arrangement. Any expenses reimbursed by the Company’s clients are recognized as other income.

 

Commissions are earned by executing, transactions for clients primarily in equity, equity-related, and debt products. Commission revenues associated with trade execution are recognized at a point in time on trade-date. Commissions revenues are generally paid on settlement date and the Company records receivables to account for timing between trade-date and payment on settlement date.

 

Recently adopted accounting standards

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This update amends Topic 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities in accordance with ASC 606. The Company adopted ASU 2021-08 on January 1, 2023. There was no material impact to the Company’s unaudited condensed consolidated financial statements from the implementation of ASU 2021-08.

 

Effect of new accounting pronouncements not yet adopted

 

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value of the equity security. ASU 2022-03 also clarifies that an entity cannot recognize and measure a contractual sale restriction as a separate unit of account. The amendments in ASU 2022-03 may be early adopted and are effective on a prospective basis for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of the amendments on the Company’s consolidated financial statements and whether it will early adopt the amendments in ASU 2022-03

 

In March 2023, the FASB issued ASU 2023-01, Leases, to require entities to classify and account for leases with related parties on the basis of legally enforceable terms and conditions of the arrangement. The amendments are effective in periods beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements and whether it will early adopt the amendments in ASU 2023-01.

 

Effect of new accounting pronouncements to be adopted in future periods

 

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on these unaudited condensed consolidated financial statements.

 

8

 

 

Note 4. FPS Acquisition

 

On September 9, 2022, Dominari Financial entered into a membership interest purchase agreement, as amended and restated on March 27, 2023 (the “FPS Purchase Agreement”) with Fieldpoint Private Bank & Trust (“Seller”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability company (“FPS”), that is a broker-dealer registered with FINRA and an investment adviser registered with the SEC (the “FPS Acquisition”). Pursuant to the terms of the FPS Purchase Agreement, Dominari Financial purchased from the Seller 100% of the membership interests in FPS (the “FPS Membership Interests”). FPS’s registered broker-dealer and investment adviser businesses were renamed and will operate as Dominari Securities, a wholly owned subsidiary of Dominari Financial. The FPS Purchase Agreement provides for Dominari Financial’s acquisition of FPS’s Membership Interests in two closings, the first of which occurred on October 4, 2022 (the “Initial Closing”), at which Dominari Financial paid to the Seller $2.0 million in consideration for a transfer by the Seller to Dominari Financial of 20% of the FPS Membership Interests.  Following the Initial Closing, FPS filed a continuing membership application requesting approval for a change of ownership, control, or business operations with FINRA in accordance with FINRA Rule 1017 (the “Rule 1017 Application”).  The Rule 1017 Application was approved by FINRA on March 20, 2023. The second closing (the “Second Closing”) occurred on March 27, 2023. Dominari Financial paid to the Seller an additional approximate $1.6 million consideration for a transfer by the Seller to Dominari Financial of the remaining 80% of the FPS Membership Interests. 

 

Consideration Transferred

 

The FPS Acquisition was accounted for as a business combination under ASC 805.

 

Under the terms of the FPS Purchase Agreement and subsequent Amendments and Side Letters, 100% of the FPS Membership Interests were acquired for cash consideration of approximately $3.4 million, which reflected the fair value of net assets acquired, plus a $1 purchase price. At March 31, 2023, Dominari Financial had not finalized the purchase accounting related to the fair value of assets acquired in the FPS Acquisition. Pursuant to the Initial Closing and Second Closing, Dominari Financial had wired a total of approximately $3.6 million in cash to the Seller. The purchase price allocation identified net assets of approximately $3.4 million, resulting in a receivable due from the Seller for approximately $0.2 million. The receivable is not included within the consideration transferred as part of the FPS Acquisition but is included within prepaid expenses and other assets within the unaudited condensed consolidated balance sheet as of March 31, 2023.

 

Under the acquisition method of accounting, the assets acquired, and liabilities assumed of FPS were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred approximately $0.3 million of transaction costs associated with the FPS Acquisition. The transaction costs are included in general and administrative expenses in the unaudited condensed consolidated statement of operations.

 

Fair Value of Net Assets Acquired

 

The following table summarizes the fair values of the assets acquired and liabilities assumed of FPS at the date of acquisition:

 

   March 27, 
   2023 
   (Unaudited) 
ASSETS    
Cash and cash equivalents  $92 
Deposits with Clearing Broker-Dealer   3,550 
Other receivables   53 
Prepaid and other current assets   89 
Total assets acquired   3,784 
      
Liabilities     
Accrued expenses  $273 
Accrued commissions   25 
Wealth management liabilities   62 
Total liabilities assumed   360 
      
Total net assets of FPS Acquisition   3,424 

 

9

 

 

Dominari Securities reported a net loss of approximately $7.7 million for the three-months ended June 30, 2023. Revenue for the period ended June 30, 2023, was approximately $0.07 million. The net loss was primarily a result of approximately $5.4 million of bonus and employee compensation expense and professional services of approximately $0.9 million. The bonus and compensation expense and professional service fees related to establishing the operations of the broker-dealer and are included in the general and administrative expenses line item within the unaudited condensed consolidated statement of operations.

 

Note 5. Investments in Marketable Securities

 

The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and six months ended June 30, 2023 and 2022, which are recorded as a component of gains and (losses) on marketable securities on the unaudited condensed consolidated statements of operations, are as follows ($ in thousands):

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023   2022   2023   2022 
Realized loss  $(432)  $(344)  $(487)  $(568)
Unrealized gain (loss)   643    (1,967)   514    (2,299)
Dividend income   188    72    308    131 
Total  $400   $(2,239)  $335   $(2,736)

 

Note 6. Short-term investments

 

The following table presents the Company’s short-term investments as of June 30, 2023, and December 31, 2022 ($ in thousands):

 

   June 30,
2023
   December 31,
2022
 
Investment in Vicinity Motor Corp.   13    13 
Total   13    13 

 

There was no change in the fair value of the short-term investments for the six months ended June 30, 2023.

 

The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates:

 

   June 30,
2023
   December 31,
2022
 
Option term (in years)   1.3    1.8 
Volatility   76.9%   76.90%
Risk-free interest rate   4.47%   4.47%
Expected dividends   0.00%   0.00%
Stock price  $0.96   $0.96 

  

10

 

 

Note 7. Long-Term Investments

 

The Company holds interests in several privately held companies as long-term investments that the Company perceives as potential IPO candidates. The following table presents the Company’s long-term investments as of June 30, 2023, and December 31, 2022 ($ in thousands):

 

   Cost Basis   June 30,
2023
   December  31,
2022
 
Investment in Kerna Health Inc  $2,140   $4,940   $4,940 
Investment in Kaya Now   1,500    
-
    
-
 
Investment in Tevva Motors   1,972    2,794    2,794 
Investment in ASP Isotopes   1,300    
-
    
-
 
Investment in AerocarveUS Corporation   1,075    1,075    1,000 
Investment in Qxpress   1,000    1,000    1,000 
Investment in Masterclass   170    170    170 
Investment in Kraken   597    597    597 
Investment in Epic Games   3,500    3,500    3,500 
Investment in Tesspay   1,240    2,500    2,500 
Investment in SpaceX   3,500    3,674    3,674 
Investment in Databricks   1,200    1,200    1,200 
Investment in Discord   476    476    476 
Investment in Thrasio   300    300    300 
Investment in Automation Anywhere   476    476    476 
Investment in Anduril   476    476    476 
Total  $20,922   $23,178   $23,103 

 

Investment in AerocarveUS Corporation

 

On November 22, 2021, the Company entered into an agreement (the “AerocarveUS Agreement”) with AerocarveUS Corporation, (“AerocarveUS”). Under the AerocarveUS Agreement, the Company agreed to purchase 250,000 shares of common stock of AerocarveUS for $1.0 million. AerocarveUS changed its name to “Unusual Machines, Inc.” on July 5, 2022. In March of 2023, the Company was issued an additional 64,377 shares at no cost. In June 2023, the Company purchased an additional 150,000 shares of common stock for approximately $0.08 million. The investment in AerocarveUS Corporation (a.k.a. Unusual Machines, Inc.) was valued at approximately $1.08 million as of June 30, 2023.

 

Note 8. Notes Receivable

 

The following table presents the Company’s notes receivable as of June 30, 2023 ($ in thousands):

 

   Maturity Date  Stated Interest Rate   Principal Amount   Interest Receivable   Fair Value 
Notes receivable, at fair value                   
Convergent convertible note - current  01/29/2023   8%  $1,000   $199   $1,199 
Convergent convertible note - non-current  01/29/2023   8%  $500   $
-
   $500 
Raefan Industries LLC Investment  12/31/2023   8%  $4,518   $623   $5,141 
American Innovative Robotics Investment  04/01/2027   8%  $1,100   $22   $1,122 
                        
Notes receivable, at fair value - current portion                    $6,339 
                        
Notes receivable, at fair value - non-current portion                    $1,622 

 

 

11

 

 

Convergent Therapeutics, Inc. Investment

 

The Company’s 8% convertible promissory note (“Convergent Convertible Note”) issued by Convergent Therapeutics, Inc. (“Convergent”) in the principal amount of approximately $1.8 million pursuant to a Note Purchase Agreement matured on January 29, 2023. Upon maturity, Convergent entered into a contractual repayment schedule with the Company. Pursuant to the schedule, Convergent will make a total of eight payments in the amount of $250 thousand and accrued interest, every three months until fully satisfied.

 

The principal balance of the Convergent Convertible Note was approximately $1.8 million as of June 30, 2023. The Company recorded principal repayment of $0.5 million and interest income of approximately $0.1 million on the Convergent Convertible Note for the six months ended June 30, 2023.

 

Raefan Industries LLC Investment

  

The Company recorded an interest income receivable of approximately $0.6 million on the Raefan Industries Promissory Note as of June 30, 2023 and an unrealized loss on the note of approximately $0.2 million.

  

American Innovative Robotics, LLC Investment

  

The Company recorded interest income of approximately $44,000 on the Robotics Promissory Note for the six months ended June 30, 2023.

 

Kaya Now Inc. Investment

 

During the fourth quarter of 2022, the Company identified indicators of impairment for the Kaya investment as a result of adverse changes in Kaya’s business operations, including liquidity concerns. As a result, the Company recorded an impairment charge of $0.5 million in the fourth quarter of 2022. The impairment charge represents an impairment loss of the total investment held as a promissory note resulting in a $0 balance for the Kaya Now Promissory Note as of June 30, 2023.

 

The Company received and recorded interest income related to the Kaya Now Promissory Note of approximately $10,000 for the six months ended June 30, 2023.

   

Note 9. Fair Value of Financial Assets and Liabilities

 

Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

 

12

 

 

The Company uses three levels of inputs that may be used to measure fair value:

 

Level 1 - quoted prices in active markets for identical assets or liabilities

 

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

 

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

 

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

 

The following table presents the Company’s assets and liabilities that are measured at fair value as of June 30, 2023, and December 31, 2022 ($ in thousands):

 

   Fair value measured as of June 30, 2023 
   Total at 
June 30,
   Quoted
prices in
active markets
   Significant other
observable inputs
  

Significant unobservable

inputs

 
   2023   (Level 1)   (Level 2)   (Level 3) 
Assets                
Marketable securities:                
Equities  $20,675   $20,675   $
       -
   $
-
 
Total marketable securities  $20,675   $20,675   $
-
   $
-
 
Short-term investment  $13   $
-
   $
-
   $13 
Notes receivable at fair value, current portion  $6,339   $
-
   $
-
   $6,339 
Notes receivable at fair value, non-current portion  $1,622   $
-
   $
-
   $1,622 

 

   Fair value measured as of December 31, 2022 
   Total at
December 31,
   Quoted
prices in
active
markets
   Significant other
observable inputs
   Significant
unobservable
inputs
 
   2022   (Level 1)   (Level 2)   (Level 3) 
Assets                
Marketable securities:                
Equities  $7,130   $7,130   $
    -
   $
-
 
Total marketable securities  $7,130   $7,130   $
-
   $
-
 
Short-term investment  $13   $
-
   $
-
   $13 
Notes receivable at fair value, current portion  $7,474   $
-
   $
-
   $7,474 
Notes receivable at fair value, non-current portion  $1,100   $
-
   $
-
   $1,100 

 

13

 

 

Level 3 Measurement

 

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis ($ in thousands):

  

Short-term investment at December 31, 2022  $13 
Short-term investment at June 30, 2023  $13 
     
Notes receivable at fair value, current portion at December 31, 2022  $7,474 
Collection of principal outstanding   (500)
Note receivable, Convergent Therapeutics, non-current portion   (500)
Unrealized loss on note receivable   (212)
Accrued interest receivable   77 
Notes receivable at fair value, current portion at June 30, 2023  $6,339 

 

Notes receivable at fair value, non-current portion at December 31, 2022  $1,100 
Note receivable, Convergent Therapeutics, non-current portion   500 
Accrued interest receivable   22 
Notes receivable at fair value, non-current portion at June 30, 2023  $1,622 

 

Note Receivable at fair value

   

As of June 30, 2023, the fair value of the notes receivable was measured taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No material change was noted in the fair value of the notes receivable during the three months ended June 30, 2023.

 

Note 10. Leases

 

On December 1, 2021, the Company entered into a Lease Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company. Under the Company’s Lease, the Company rents a portion of the twenty-second floor at 725 Fifth Avenue, New York, New York (the “22nd Floor Premises”). The Company currently uses the 22nd Floor Premises to run its day-to-day operations. The initial term of the Company’s Lease is seven (7) years commencing on July 11, 2022 (“Commencement Date). Under the Company’s Lease, the Company is required to pay monthly rent, commencing on January 11, 2023, equal to $12,874. Effective for the sixth and seventh years of the Company’s Lease, the rent shall increase to $13,502. The Company took possession of the 22nd Floor Premises on the Commencement Date.

 

14

 

 

On September 23, 2022, Dominari Financial entered into a Lease Agreement (“Dominari Financial’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company. Under Dominari Financial’s Lease, Dominari Financial rents a portion of a floor at 725 Fifth Avenue, New York, New York (the “Premises”). Dominari Financial currently uses the Premises to run its day-to-day operations. The initial term of Dominari Financial’s Lease is seven (7) years commencing on the date that possession of the Premises is delivered to Dominari Financial. Under Dominari Financial’s Lease, Dominari Financial is required to pay monthly rent equal to $49,368. Effective for the sixth and seventh years of Dominari Financial’s Lease, the rent shall increase to $51,868 per month. The Company took possession of the Premises in February 2023.

  

The tables below represent the Company’s lease assets and liabilities as of June 30, 2023:

 

   June 30,
2023
 
Assets:     
Operating lease right-of-use-assets  $3,530 
      
Liabilities:     
Current     
Operating   353 
Long-term     
Operating   3,259 
   $3,612 

 

The following tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC 842:

 

  

June 30,

2023

 
Weighted-average remaining lease term – operating leases (in years)   7.0 
Weighted-average discount rate – operating leases   10.0%

 

During the six months ended June 30, 2023, the Company recorded approximately $0.4 million of lease expense to current period operations.

 

   Three Months Ended   Six  Months Ended
   June 30,
2023
   June 30,
2023
 
Operating leases        
Operating lease cost  $179   $313 
Operating lease expense   179    313 
Short-term lease rent expense   33    63 
Net rent expense  $212   $376 

 

Supplemental cash flow information related to leases were as follows:

 

   Six Months
Ended
 
   June 30,
2023
 
Operating cash flows - operating leases  $72 
Right-of-use assets obtained in exchange for operating lease liabilities  $2,796 

 

15

 

 

As of June 30, 2023, future minimum payments during the next five years and thereafter are as follows:

 

   Operating 
   Leases 
Remaining Period Ended December 31, 2023  $327 
Year Ended December 31, 2024   750 
Year Ended December 31, 2025   688 
Year Ended December 31, 2026   688 
Year Ended December 31, 2027   688 
Year Ended December 31, 2028   770 
Thereafter   1,166 
Total   5,077 
Less present value discount   (1,465)
Operating lease liabilities  $3,612 

 

Note 11. Net Loss per Share

 

Basic loss per share of common stock is computed by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock or common stock equivalents outstanding. Diluted loss per common share is computed similar to basic loss per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share for the six months ended June 30, 2023, and 2022 are as follows:

 

   As of June 30, 
   2023   2022 
Convertible preferred stock   34    34 
Warrants to purchase common stock   444,796    444,796 
Options to purchase common stock   30,336    198,574 
Total   475,166    643,404 

 

Note 12. Stockholders’ Equity and Convertible Preferred Stock

 

Common Stock

 

On March 6, 2023, the Company cancelled 644,499 shares of common stock as a result of retirement of 644,499 shares of treasury stock.

 

On March 20, 2023, the Company cancelled 25,000 shares of common stock owned by a board member.

 

June 27, 2023, pursuant to Soo Yu’s employment agreement and the Company’s 2022 Equity Incentive Plan, the Company executed a Grant Agreement, through which Soo Yu was granted 1,033,591 shares of the Company’s common stock. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $2.7 million. Pursuant to the Grant Agreement, the Company withheld 503,876 of the shares granted to satisfy Soo Yu’s tax obligation of approximately $1.3 million and recorded as income taxes withheld within the unaudited condensed consolidated balance sheet. See Restricted Stock roll-forward below.

  

16

 

 

Treasury Stock

 

On January 21, 2022, the Company’s board of directors authorized a share buyback program (the “Share Buyback Program”), pursuant to which the Company authorized the Share Buyback Program in an amount of up to three million dollars. During the six months ended June 30, 2023, the Company repurchased 236,630 shares at a cost of approximately $0.9 million or $3.97 per share through marketable securities account under the Share Buyback Program. The Company records treasury stock using the cost method.

 

On March 6, 2023, the Company retired 644,499 shares of treasury stock with original cost of approximately $3.8 million.

 

Warrants

 

A summary of warrant activity for the six months ended June 30, 2023, is presented below:

 

   Warrants   Weighted
Average
Exercise Price
   Total
Intrinsic
Value
   Weighted
Average
Remaining
Contractual
Life
(in years)
 
Outstanding as of December 31, 2022   444,796   $29.25    
   -
    3.20 
Outstanding as of June 30, 2023   444,796   $29.25    
-
    2.71 

 

Restricted Stock Awards

 

A summary of restricted stock awards activity for the six months ended June 30, 2023, is presented below:

 

   Number of Restricted
Stock Awards
   Weighted Average
Grant Day Fair Value
 
Nonvested at December 31, 2022   8,068   $5.64 
Granted   529,715   $2.58 
Vested   (537,783)   2.63 
Nonvested at June 30, 2023   
-
   $
-
 

 

As of June 30, 2023, there is no unrecognized stock-based compensation expense related to restricted stock awards.

 

Stock Options

 

A summary of option activity under the Company’s stock option plan for the six months ended June 30, 2023 is presented below:

 

   Number of Shares   Weighted Average
Exercise Price
   Total Intrinsic Value   Weighted Average
Remaining Contractual
Life (in years)
 
Outstanding as of December 31, 2022   31,193   $302.97   $
     -
    7.9 
Employee options expired   (857)  $9,719.07           
Outstanding as of June 30, 2023   30,336   $36.97   $
-
    7.6 
Options vested and exercisable   26,578   $41.35   $
-
    7.5 

 

Stock-based compensation associated with the amortization of stock option expense was approximately $8,000 and $0 for the six months ended June 30, 2023, and 2022, respectively. All stock compensation was recorded as a component of general and administrative expenses.

 

Estimated future stock-based compensation expense relating to unvested stock options is approximately $7,000.

 

17

 

 

Note 13. Revenue

 

The following table presents our total revenues disaggregated by revenue type for the three and six months ended June 30, 2023 and 2022 (in thousands):

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023         2022       2023       2022 
Underwriting  $43   $
-
   $43   $
-
 
Commissions   14    
-
    14    
-
 
Other   14    
-
   $14    
-
 
Total  $71   $
-
   $71   $
 -
 

 

Note 14. Commitments and Contingencies

 

Legal Proceedings

 

In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of the Company’s technology. Other than ordinary routine litigation incidental to the business, the Company is not aware of any material, active or pending legal proceedings brought against it.

 

Note 15. Regulatory

 

Dominari Securities, the Company’s broker-dealer subsidiary, is registered with the SEC as an introducing broker-dealer and is a member of FINRA. The Company’s broker-dealer subsidiary is subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As such, the subsidiary is subject to the minimum net capital requirements promulgated by the SEC and has elected to calculate minimum capital requirements using the basic method permitted by Rule 15c3-1. As of June 30, 2023, Dominari Securities had net capital of approximately $7.3 million, which was approximately $7.2 million in excess of required minimum net capital of $0.1 million.

 

Note 16. Related Party Transaction

 

In 2021, the Company engaged the services of Revere Securities, LLC (“Revere”) to strategically manage and build the Company’s investment processes. Kyle Wool, Board Member, is also a member of the board of directors of Revere. The Company incurred fees of approximately $0.08 million and $0.6 million during the six months ending June 30, 2023, and 2022, respectively. These fees were included in general and administrative expense in the unaudited condensed consolidated statements of operations.

 

18

 

 

Note 17. Segment Reporting

 

The Company operates in two reportable business segments: (1) Dominari Securities and (2) Legacy AIkido Pharma. The Dominari Securities reportable business segment represents the Company’s broker-dealer business, which is composed of underwriting and transactional service activities. The Legacy AIkido Pharma reportable business segment includes Aikido Labs, which manages the investments holdings of the legacy entity. Prior to the FPS Acquisition, the Company operated as a single operating segment comprised of Legacy AIkido Pharma.

 

The chief operating decision-maker (“CODM”) has access to and regularly reviews internal financial reporting for each business and uses that information to make operational decisions and allocate resources. Accounting policies applied by the reportable segments are the same as those used by the Company and described in the “Summary of Significant Accounting Policies.” While assets are primarily held within the Legacy AIkido Pharma reportable business segment, total assets by segment is not disclosed as the CODM does not assess performance, make strategic decisions, or allocate resources based on assets.

 

The measures of segment profitability that are most relied upon by the CODM are gross revenues and net loss, as presented within the table below and reconciled to the statement of operations.

 

   Three Months Ended June 30, 2023 
   Dominari Securities   Legacy AIkido Pharma   Consolidated 
Revenue  $71   $
-  
   $71 
Operating Costs               
General and administrative   6,957    2,123   $9,080 
Research and development        2    2 
Loss from operations  $(6,886)  $(2,125)  $(9,011)
                
Other (expenses) income               
Other income             
-  
 
Interest income   44    116    160 
Loss on marketable securities        400    400 
Unrealized loss on note receivable        (212)   (212)
Total other (expenses) income  $44   $304   $348 
Net loss  $(6,842)  $(1,821)  $(8,663)

 

   Six Months Ended June 30, 2023 
   Dominari Securities   Legacy AIkido Pharma   Consolidated 
Revenue  $71   $-     $71 
Operating Costs               
General and administrative   8,056    4,857    12,913 
Research and development        3    3 
Loss from operations  $(7,985)  $(4,860)  $(12,845)
                
Other (expenses) income               
Other income        
-  
    
-  
 
Interest income   44    253    297 
Loss on marketable securities        335    335 
Unrealized loss on note receivable        (212)   (212)
Total other (expenses) income  $44   $376   $420 
Net loss  $(7,941)  $(4,484)  $(12,425)

 

19

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-Q. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements. All references to “we,” “us,” “our” and the “Company” refer to Dominari Holdings Inc., a Delaware corporation and its consolidated subsidiaries unless the context requires otherwise.

 

Overview

 

Dominari Holdings Inc. (the “Company”), formerly AIkido Pharma, Inc., was founded in 1967 as Spherix Incorporated. Since 2017, the Company has operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. In an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari Financial”), with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services industries. Through Dominari Financial, the Company acquired Dominari Securities LLC (Dominari Securities), an introducing broker-dealer, registered with the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities provides investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.  

 

Additionally, AIkido Labs, LLC (“Aikido Labs”), another wholly owned subsidiary of the Company, is in the process of winding down its historical pipeline of biotechnology assets consisting of patented technologies from leading universities and researchers, including prospective treatments for pancreatic cancer, acute myeloid leukemia, and acute lymphoblastic leukemia. Aikido Labs has historically explored opportunities in high growth industries and has equity holdings including Anduril Industries, Inc, Databricks, Inc., Discord, Inc., Epic Games, Inc., Payward, Inc. dba Kraken, Space Exploration Technologies Corp. dba SpaceX, Tevva Motors Ltd., Thrasio, LLC, and Yanka Industries, Inc. dba Masterclass.  

  

Reverse Stock Split

 

On June 7, 2022, the Company effected a seventeen-for-one (17-for-1) reverse stock split of its class of common stock (the “Reverse Stock Split”). The Reverse Stock Split, which was approved by stockholders at an annual stockholder meeting on May 20, 2022, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on June 2, 2022. The Reverse Stock Split was effective on June 7, 2022. All references to common stock, convertible preferred stock, warrants to purchase common stock, options to purchase common stock, restricted stock units, restricted stock awards, share data, per share data and related information contained in the unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. Payment for fractional shares resulting from the reverse stock split amounted to $26,000.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements. We have identified the accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results may differ substantially from these estimates under different assumptions or conditions. There have been no significant changes to our critical accounting policies and estimates since December 31, 2022. The following represent those critical accounting policies that we believe most significantly impact the judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements. 

 

20

 

 

Long-term investments

 

Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01 and related ASU 2018-03 and ASU 2019-04 concerning recognition and measurement of financial assets and financial liabilities. In adopting this guidance, the Company has made an accounting policy election to adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values.

 

For equity investments that are accounted for using the measurement alternative, the Company initially records equity investments at cost but is required to adjust the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment.

 

Refer to Note 3 of the Annual Report for a discussion of all accounting policies.

 

Recently Issued Accounting Pronouncements

 

See Note 3 to the unaudited condensed consolidated financial statements for a discussion of recent accounting standards.  

 

Results of Operations

 

Three Months Ended June 30, 2023, compared to the Three Months Ended June 30, 2022

 

During the three months ended June 30, 2023, we recognized approximately $0.07 million in revenue from operations, primarily driven by the underwriting revenue earned by Dominari Securities. During the three months ended June 30, 2023, and 2022, we incurred a loss from operations of approximately $9.0 million and $2.3 million, respectively. The consistent loss in operations year over year was primarily attributable to the following:

 

  i. An approximate $6.8 million increase in general and administrative expenses – driven by approximately $0.02 million and $0.8 million of professional fees (legal, consulting, accounting, etc.) incurred to establish and operate Dominari Financial and Dominari Securities, respectively. In addition, the Company also incurred increased compensation expenses of approximately $6.3 million due to growing operations.

 

  ii. An approximate $0.03 million decrease in research and development expenses – attributable to the Company’s strategic business decision to transition away from the biotechnology industry and into financial services. The result is a decrease in research and development related expenses by almost 100%.

 

During the three months ended June 30, 2023 and 2022, other income (expenses) was approximately $0.3 million and $(2.8) million, respectively. The activity for the three months ended June 30, 2023 and 2022, is primarily a result of overall volatility in investment valuations due to macroeconomic uncertainty (i.e. inflation, global tensions in the Ukraine, etc.) impacting marketable securities and the change in fair value of short and long-term investments. Specifically:

 

  i. Marketable securities – we recognized a gain of approximately $0.4 million for the three months ended June 30, 2023. The decrease of approximately $2.6 million in losses over prior year is a direct result of a decrease in unrealized losses of approximately $2.6 million and increase in dividend income of approximately $0.1 million, offset by an increase in realized loss of approximately $0.08 million. The decreases were driven by both market improvement and decrease in sale activity resulting in fewer realized losses.

 

  ii. Short-term and long-term investments –The changes over the three months ended June 30, 2023 and 2022 are a function of observable market transactions which resulted in a decrease in unrealized loss of approximately $0.8 million on the adjusted fair value of the investments during the three months ended June 30, 2023 and 2022, respectively.

 

21

 

 

Six Months Ended June 30, 2023, compared to the Six months ended June 30, 2022

 

During the six months ended June 30, 2023, we recognized approximately $0.07 million in revenue from operations, primarily driven by the underwriting revenue earned by Dominari Securities. During the six months ended June 30, 2023, and 2022, we incurred a loss from operations of approximately $12.8 million and $6.1 million, respectively. The consistent loss in operations year over year was primarily attributable to the following:

 

  i. An approximate $8.9 million increase in general and administrative expenses – driven by approximately $0.1 million and $0.9 million of professional fees (legal, consulting, accounting, etc.) incurred to establish and operate Dominari Financial and Dominari Securities, respectively. In addition, the Company also incurred increased compensation expenses of approximately $6.3 million due to growing operations.

 

  ii. An approximate $2.0 million decrease in research and development expenses – attributable to the Company’s strategic business decision to transition away from the biotechnology industry and into financial services. The result is a decrease in research and development related expenses by almost 100%.

 

During the six months ended June 30, 2023 and 2022, other income (expenses) was approximately $0.4 million and $(2.5) million, respectively. The activity for the six months ended June 30, 2023 and 2022, is primarily a result of overall volatility in investment valuations due to macroeconomic uncertainty (i.e. inflation, global tensions in the Ukraine, etc.) impacting marketable securities and the change in fair value of short and long-term investments. Specifically:

 

  i. Marketable securities – we recognized a gain of approximately $0.3 million for the six months ended June 30, 2023. The decrease of approximately $3.1 million in losses over prior year is a direct result of a decrease in unrealized losses of approximately $2.8 million and increase in dividend income of approximately $0.2 million, offset by an increase in realized loss of approximately $0.08 million. The decreases were driven by both market improvement and decrease in sale activity resulting in fewer realized losses.

 

  ii. Short-term and long-term investments –The changes over the six months ended June 30, 2023 and 2022 are a function of observable market transactions which resulted in a decrease in unrealized loss of approximately $0.2 million on the adjusted fair value of the investments during the six months ended June 30, 2023 and 2022, respectively.

 

Liquidity and Capital Resources

 

We continue to incur ongoing administrative and other expenses, including public company expenses. While we continue to implement our business strategy, we intend to finance our activities through:

 

  managing current cash and cash equivalents on hand from our past debt and equity offerings;

 

  seeking additional funds raised through the sale of additional securities in the future; and

 

  seeking additional liquidity through credit facilities or other debt arrangements.

 

Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our longer-term business plan to support our transition into the financial services industry. Our working capital amounted to approximately $35.7 million as of June 30, 2023. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital, and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly-traded company or from continuing operations.

 

22

 

 

Our ability to obtain capital to implement our growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets, and other factors, many of which are beyond our control. Specifically, as a result of recent volatility and weakness in the public markets, due to, among other factors, uncertainty in the global economy and financial markets, it may be much more difficult to raise additional capital, if and when it is needed, unless the public markets become less volatile and stronger at such time that we seek to raise additional capital. In addition, any additional debt service requirements we take on could be based on higher interest rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and the issuance of additional equity securities could result in significant dilution to stockholders.

 

Cash Flows from Operating Activities

 

For the six months ended June 30, 2023 and 2022, net cash used in operations was approximately $13.9 million and $5.9 million, respectively. The cash used in operating activities for the six months ended June 30, 2023, is primarily attributable to a net loss of approximately $11.7 million, approximately $0.5 million of realized gain on marketable securities and changes in operating assets and liabilities of $4.6 million, partially offset by $2.7 million stock-based compensation expense and approximately $0.5 million in unrealized losses on marketable securities. The cash used in operating activities for the three months ended June 30, 2022 primarily resulted from a net loss of $8.6 million and change in fair value of long-term investment of $1.4 million and is partially offset by change in fair value of short-term investment of $1.6 million and unrealized loss on marketable securities of $2.3 million. 

 

Cash Flows from Investing Activities

 

For the six months ended June 30, 2023 and 2022, net cash used in investing activities was approximately $14.7 million and $15.3 million, respectively. The cash used in investing activities for the six months ended June 30, 2023, primarily resulted from our purchase of marketable securities of approximately $34.0 million and the acquisition of FPS of approximately $1.1 million, partially offset by our sale of marketable securities of approximately $20.5 million. The Company also collected approximately $0.5 million in principal related to its short-term notes. The cash used in investing activities for the six months ended June 30, 2022 primarily resulted from our purchase of marketable securities of $27.5 million, purchase of promissory notes of $1.6 million and purchase of investments of $14.6 million, partially offset by our sale of marketable securities of $28.3 million since we invest excess cash into marketable securities until additional cash is needed.

 

Cash Flows from Financing Activities

 

For the six months ended June 30, 2023, cash used in financing activities was approximately $0.9 million, which reflects the cost for purchase of treasury stock of approximately $0.9 million. Cash used in financing activities for the six months ended June 30, 2022 was $5.6 million, which reflects the cost for redemption of Series O and Series P Redeemable Convertible Preferred Stock of $22.0 million and cost for purchase of treasury stock of $1.5 million, partially offset by net proceeds of $17.9 million from investors in exchange of issuance of issuance of Series O and Series P Redeemable Convertible Preferred Stock. 

 

23

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required for smaller reporting companies.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

 

During the quarter ended June 30, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report.

  

Changes in Internal Control Over Financial Reporting

 

We have not made any changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

Limitations on Effectiveness of Controls

 

Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

 

24

 

  

Part II. Other Information

 

Item 1. Legal Proceedings

 

In the past, in the ordinary course of business, we actively pursued legal remedies to enforce our intellectual property rights and to stop unauthorized use of our technology. Other than ordinary routine litigation incidental to the business, we know of no material, active or pending legal proceedings against us.

 

Item 1A. Risk Factors

 

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Quarterly Report on Form 10-Q and in the other periodic and current reports and other documents we file with the Securities and Exchange Commission, including but not limited to our annual report on Form 10-K for the fiscal year ended December 31, 2022, before deciding to invest in our common stock. If any of the following risks materialize, our business, financial condition, results of operation and future prospects will likely be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose all or part of your investment. This list is not exhaustive and the order of presentation does not reflect management’s determination of priority or likelihood. 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

10.1   Employment Agreement, made and entered into as of April 3, 20234, by and between Dominari Securities LLC and Soo Yu filed with the Securities and Exchange Commission on May 11, 2023, as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023
10.2   Amendment to Employment Agreement, made and entered into as of April 19, 2023, by and between Dominari Securities LLC and Soo Yu filed with the Securities and Exchange Commission on May 11, 2023, as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023
31.1*   Certification of Principal Executive Officer of Dominari Holdings Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Principal Financial Officer of Dominari Holdings Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of Principal Executive Officer of Dominari Holdings Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*   Certification of Principal Financial Officer of Dominari Holdings Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

* Filed herewith

 

25

 

 

Signatures

 

Pursuant to the requirements of the Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  DOMINARI HOLDINGS INC.
     
Date: August 9, 2023 By: /s/ Anthony Hayes
    Anthony Hayes
    Chief Executive Officer
    (Principal Executive Officer)

 

     
Date: August 9, 2023 By: /s/ George Way
    George Way
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

26

 

 

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EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Anthony Hayes, certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of Dominari Holdings Inc.;

 

 

 2.

 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 9, 2023  
   
  /s/ Anthony Hayes
  Anthony Hayes
  Chief Executive Officer
  (Principal Executive Officer)

 

 

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, George Way, certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of Dominari Holdings Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

 

  4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 9, 2023  
  /s/ George Way
  George Way
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Dominari Holdings Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Anthony Haynes, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

  1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

 

 
Date: August 9, 2023  
   
  /s/ Anthony Haynes
  Anthony Haynes
  Chief Executive Officer
  (Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Dominari Holdings Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, George Way, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

  1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

 

 

 
Date: August 9, 2023  
   
  /s/ George Way
  George Way
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

v3.23.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2023
Aug. 08, 2023
Document Information Line Items    
Entity Registrant Name DOMINARI HOLDINGS INC.  
Trading Symbol DOMH  
Document Type 10-Q  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   5,345,312
Amendment Flag false  
Entity Central Index Key 0000012239  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-05576  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 52-0849320  
Entity Address, Address Line One 725 5th Avenue  
Entity Address, Address Line Two 22nd Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10022  
City Area Code (703)  
Local Phone Number 992-9325  
Entity Interactive Data Current Yes  
Title of 12(b) Security Common Stock, $0.0001 par value  
Security Exchange Name NASDAQ  
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 3,598 $ 33,174
Marketable securities 20,675 7,130
Deposits with clearing broker 7,082
Prepaid expenses and other assets 715 564
Prepaid acquisition cost 301
Short-term investments, at fair value 13 13
Notes receivable, at fair value - current portion 6,339 7,474
Investment in Fieldpoint Securities 2,000
Total current assets 38,422 50,656
Property and equipment, net 387
Notes receivable, at fair value - non-current portion 1,622 1,100
Employee forgivable loan receivable 98
Investments 23,178 23,103
Right-of-use assets 3,530 919
Security deposit 458 458
Total assets 67,695 76,236
Current liabilities    
Accounts payable and accrued expenses 232 447
Accrued salaries and benefits 632 1,260
Income taxes withheld 1,300
Accrued Commissions 17
Lease liability - current 353 82
Other Current liability 124
Total current liabilities 2,658 1,789
Lease liability 3,259 680
Total liabilities 5,917 2,469
Stockholders’ equity    
Preferred stock value
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,345,312 and 5,485,096 shares issued at June 30, 2023 and December 31, 2022, respectively; 5,285,164 and 5,017,079 shares outstanding at June 30, 2023 and December 31, 2022, respectively
Additional paid-in capital 260,585 262,970
Treasury stock, at cost, 60,148 and 468,017 shares at June 30, 2023 and December 31, 2022, respectively (501) (3,322)
Accumulated deficit (198,306) (185,881)
Total stockholders’ equity 61,778 73,767
Total liabilities and stockholders’ equity 67,695 76,236
Series D Preferred Stock    
Stockholders’ equity    
Preferred stock value
Series D-1 Preferred Stock    
Stockholders’ equity    
Preferred stock value
v3.23.2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, authorized 50,000,000 50,000,000
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 5,345,312 5,485,096
Common stock, shares outstanding 5,285,164 5,017,079
Treasury stock, at cost 60,148 468,017
Series D Preferred Stock    
Preferred stock, authorized 5,000,000 5,000,000
Preferred stock, issued 3,825 3,825
Preferred stock, outstanding 3,825 3,825
Liquidation preference (in Dollars per share) $ 0.0001 $ 0.0001
Series D-1 Preferred Stock    
Preferred stock, authorized 5,000,000 5,000,000
Preferred stock, issued 834 834
Preferred stock, outstanding 834 834
Liquidation preference (in Dollars per share) $ 0.0001 $ 0.0001
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Revenues $ 71 $ 71
Operating costs and expenses        
General and administrative 9,080 2,262 12,913 4,049
Research and development 2 36 3 2,052
Total operating expenses 9,082 2,298 12,916 6,101
Loss from operations (9,011) (2,298) (12,845) (6,101)
Other income (expenses)        
Other income 64
Interest income 160 220 297 399
Gain (loss) on marketable securities 400 (2,239) 335 (2,736)
Unrealized loss on note receivable (212) (212)
Change in fair value of investments (760) (238)
Total other income (expenses) 348 (2,779) 420 (2,511)
Net loss (8,663) (5,077) (12,425) (8,612)
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock (1,100) (4,109)
Net Loss Attributable to Common Shareholders $ (8,663) $ (6,177) $ (12,425) $ (12,721)
Net loss per share, basic and diluted        
Basic (in Dollars per share) $ (1.79) $ (1.18) $ (2.45) $ (2.42)
Weighted average number of shares outstanding, basic and diluted        
Basic (in Shares) 4,827,239 5,251,023 5,065,055 5,251,766
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Diluted $ (1.79) $ (1.18) $ (2.45) $ (2.42)
Diluted 4,827,239 5,251,023 5,065,055 5,251,766
v3.23.2
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity - USD ($)
$ in Thousands
Redeemable Convertible Preferred Stock
Series O
Redeemable Convertible Preferred Stock
Series P
Preferred Stock
Common Stock
Additional Paid-in Capital
Treasury Stock
Accumulated Deficit
Total
Balance at Dec. 31, 2021 $ 265,633 $ (264) $ (163,774) $ 101,595
Balance (in Shares) at Dec. 31, 2021 4,659 5,275,329        
Redemption of Series O Redeemable Convertible Preferred Stock $ (11,000)
Redemption of Series O Redeemable Convertible Preferred Stock (in Shares) (11,000)              
Redemption of Series P Redeemable Convertible Preferred Stock $ (11,000)
Redemption of Series P Redeemable Convertible Preferred Stock (in Shares)   (11,000)            
Issuance of Series O redeemable convertible preferred stock for cash $ 11,000  
Issuance of Series O redeemable convertible preferred stock for cash (in Shares) 11,000              
Issuance of Series P redeemable convertible preferred stock for cash $ 11,000
Issuance of Series P redeemable convertible preferred stock for cash (in Shares)   11,000            
Cost on issuance of Series O and Series P Redeemable Convertible Preferred Stock (1,504) $ (1,505)
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock 1,504 1,505 (4,109) (4,109)
Repurchase of treasury stock $ (1,486) (1,486)
Repurchase of treasury stock (in Shares)           242,902    
Stock-based compensation 105 105
Cancellation of common stock related to investment in CBM
Cancellation of common stock related to investment in CBM (in Shares)       (22,812)        
Fractional shares adjusted for reverse split (26) (26)
Fractional shares adjusted for reverse split (in Shares)       (5,665)        
Net loss (8,612) (8,612)
Balance at Jun. 30, 2022 261,603 $ (1,750) (172,386) 87,467
Balance (in Shares) at Jun. 30, 2022     4,659 5,246,852   242,902    
Balance at Mar. 31, 2022 $ 11,000 $ 11,000 262,624 $ (264) (167,309) 95,051
Balance (in Shares) at Mar. 31, 2022 11,000 11,000 4,659 5,252,517        
Redemption of Series O Redeemable Convertible Preferred Stock $ (11,000)
Redemption of Series O Redeemable Convertible Preferred Stock (in Shares) (11,000)              
Redemption of Series P Redeemable Convertible Preferred Stock $ (11,000)
Redemption of Series P Redeemable Convertible Preferred Stock (in Shares)   (11,000)            
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock (1,100) (1,100)
Repurchase of treasury stock $ (1,486) (1,486)
Repurchase of treasury stock (in Shares)           242,902    
Stock-based compensation 105 105
Fractional shares adjusted for reverse split (26) (26)
Fractional shares adjusted for reverse split (in Shares)       (5,665)        
Net loss (5,077) (5,077)
Balance at Jun. 30, 2022 261,603 $ (1,750) (172,386) 87,467
Balance (in Shares) at Jun. 30, 2022     4,659 5,246,852   242,902    
Balance at Dec. 31, 2022     262,970 $ (3,322) (185,881) 73,767
Balance (in Shares) at Dec. 31, 2022     4,659 5,485,096   468,017    
Stock-based compensation     1,375 1,375
Stock-based compensation (in Shares)       529,715        
Cancellation of common stock    
Cancellation of common stock (in Shares)       (25,000)        
Purchase of treasury stock (in Shares)     (939,000) (939,000)
Purchase of treasury stock (in Shares)           236,630    
Retirement of treasury stock     $ (3,760) $ 3,760
Retirement of treasury stock (in Shares)       (644,499)   (644,499)    
Net loss     (12,425) (12,425)
Balance at Jun. 30, 2023     260,585 $ (501) (198,306) 61,778
Balance (in Shares) at Jun. 30, 2023     4,659 5,345,312   60,148    
Balance at Mar. 31, 2023         259,215 $ (501) (189,643) 69,071
Balance (in Shares) at Mar. 31, 2023     4,659 4,815,597   60,148    
Stock-based compensation     1,370 1,370
Stock-based compensation (in Shares)     529,715      
Net loss       (8,663) (8,663)
Balance at Jun. 30, 2023     $ 260,585 $ (501) $ (198,306) $ 61,778
Balance (in Shares) at Jun. 30, 2023     4,659 5,345,312   60,148    
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities    
Net loss $ (12,425) $ (8,612)
Adjustments to reconcile net loss to net cash used in operating activities:    
Amortization of right-of-use assets 182
Depreciation 32
Change in fair value of short-term investment 1,646
Change in fair value of long-term investment   (1,408)
Stock-based compensation 2,675 105
Realized loss on marketable securities 487 568
Unrealized (gain) loss on marketable securities (514) 2,299
Unrealized loss on note receivable 212
Changes in operating assets and liabilities:    
Prepaid expenses and other assets (229) 153
Prepaid acquisition cost 301
Deposits with clearing broker (3,532)
Accounts payable and accrued expenses (428) (239)
Accrued salaries and benefits (628) 7
Accrued commissions (8)
Lease liabilities 58
Other current liabilities 3
Notes receivable, at fair value – net interest accrued (99) (377)
Deposit 8
Net cash used in operating activities (13,913) (5,850)
Cash flows from investing activities    
Purchase of marketable securities (34,014) (27,460)
Sale of marketable securities 20,494 28,272
Proceeds from sale of digital currencies 93
Purchase of fixed assets (419)
Acquisition of FPS, net of cash acquired and receivable owed from FPS (1,112)
Collection of principal on note receivable 502
Funds to employee forgivable loan (100)
Purchase of short-term and long-term investments (75) (14,605)
Purchase of short-term and long-term promissory notes (1,600)
Net cash used in investing activities (14,724) (15,300)
Cash flows from financing activities    
Proceeds from issuance of Series O and Series P Redeemable Convertible Preferred Stock, net of discount and offering cost 17,891
Payment for fractional shares (26)
Redemption of Series O and Series P Redeemable Convertible Preferred Stock (22,000)
Purchase of treasury stock (939) (1,486)
Net cash used in financing activities (939) (5,621)
Net decrease in cash and cash equivalents and restricted cash (29,576) (26,771)
Cash and cash equivalents, beginning of period 33,174 65,562
Cash and cash equivalents, end of period 3,598 38,791
Non-cash investing and financing activities    
Transfer from short-term investment to marketable securities 1,482
Reclassify from convertible note receivable to notes receivable at fair value 2,147
Promissory convertible note receivable conversion into common shares $ 1,508
On March 27, 2023, the Company acquired all assets and liabilities of FPS as disclosed in Note 4:    
Net assets acquired, net of cash acquired and receivable owed from FPS 3,112  
Less - Deposit previously transferred in October 2022 to FPS (2,000)  
Net cash paid $ 1,112  
v3.23.2
Organization and Description of Business and Recent Developments
6 Months Ended
Jun. 30, 2023
Organization and Description of Business and Recent Developments [Abstract]  
Organization and Description of Business and Recent Developments

Note 1. Organization and Description of Business and Recent Developments

 

Organization and Description of Business

 

Dominari Holdings Inc. (the “Company”), formerly AIkido Pharma, Inc., was founded in 1967 as Spherix Incorporated. Since 2017, the Company has operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. In an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari Financial”), with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services industries. Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari Securities”), an introducing broker-dealer, registered with the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities provides investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers. 

 

Additionally, AIkido Labs, LLC (“Aikido Labs”), another wholly owned subsidiary of the Company, is in the process of winding down its historical pipeline of biotechnology assets consisting of patented technologies from leading universities and researchers, including prospective treatments for pancreatic cancer, acute myeloid leukemia, and acute lymphoblastic leukemia. Aikido Labs has historically explored opportunities in high growth industries and has equity holdings including Anduril Industries, Inc, Databricks, Inc., Discord, Inc., Epic Games, Inc., Payward, Inc. dba Kraken, Space Exploration Technologies Corp. dba SpaceX, Tevva Motors Ltd., Thrasio, LLC, and Yanka Industries, Inc. dba Masterclass. 

v3.23.2
Liquidity and Capital Resources
6 Months Ended
Jun. 30, 2023
Liquidity and Capital Resources [Abstract]  
Liquidity and Capital Resources

Note 2. Liquidity and Capital Resources

 

The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through managing current cash on hand from the Company’s past equity offerings.

 

Based upon projected cash flow requirements, the Company has adequate cash and cash equivalents and marketable securities to fund its operations for at least the next twelve months from the date of the issuance of these unaudited condensed consolidated financial statements.

v3.23.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the 2022 Annual Report other than those discussed below.

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), and in conformity with the rules and regulations of the SEC. In the opinion of management, these financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The condensed balance sheet at December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the membership interest or outstanding voting stock. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aikido Labs, Dominari Financial, and Dominari Securities. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.

 

Use of Estimates

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include stock-based compensation, the valuation of investments, the valuation of notes receivable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.

 

Deposits with clearing broker

 

Deposits with Dominari Securities’ clearing broker consisted of approximately $7.1 million held in money market funds and liquid insured deposits maintained by the Company with its clearing broker as of June 30, 2023.

 

Leases

 

The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the unaudited condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred (see Note 10 - Leases).

 

Revenue

 

The Company recognizes revenues under ASC 606 - Revenue from Contracts with Customers (“ASC 606”)Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

 

The following provides detailed information on the recognition of the Company’s revenues from contracts with customers:

 

Underwriting services include underwriting and placement agent services in both the equity and debt capital markets, including private equity placements, initial public offerings, follow-on offerings, and underwriting and distributing public and private debt. Underwriting and placement agent revenues are recognized at a point in time on trade-date, as the client obtains the control and benefit of the underwriting offering at that point. Costs associated with underwriting transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded and are recorded on a gross basis within the general and administrative line item in the unaudited condensed consolidated statements of operations as the Company is acting as a principal in the arrangement. Any expenses reimbursed by the Company’s clients are recognized as other income.

 

Commissions are earned by executing, transactions for clients primarily in equity, equity-related, and debt products. Commission revenues associated with trade execution are recognized at a point in time on trade-date. Commissions revenues are generally paid on settlement date and the Company records receivables to account for timing between trade-date and payment on settlement date.

 

Recently adopted accounting standards

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This update amends Topic 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities in accordance with ASC 606. The Company adopted ASU 2021-08 on January 1, 2023. There was no material impact to the Company’s unaudited condensed consolidated financial statements from the implementation of ASU 2021-08.

 

Effect of new accounting pronouncements not yet adopted

 

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value of the equity security. ASU 2022-03 also clarifies that an entity cannot recognize and measure a contractual sale restriction as a separate unit of account. The amendments in ASU 2022-03 may be early adopted and are effective on a prospective basis for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of the amendments on the Company’s consolidated financial statements and whether it will early adopt the amendments in ASU 2022-03

 

In March 2023, the FASB issued ASU 2023-01, Leases, to require entities to classify and account for leases with related parties on the basis of legally enforceable terms and conditions of the arrangement. The amendments are effective in periods beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements and whether it will early adopt the amendments in ASU 2023-01.

 

Effect of new accounting pronouncements to be adopted in future periods

 

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on these unaudited condensed consolidated financial statements.

v3.23.2
FPS Acquisition
6 Months Ended
Jun. 30, 2023
FPS Acquisition [Abstract]  
FPS Acquisition

Note 4. FPS Acquisition

 

On September 9, 2022, Dominari Financial entered into a membership interest purchase agreement, as amended and restated on March 27, 2023 (the “FPS Purchase Agreement”) with Fieldpoint Private Bank & Trust (“Seller”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability company (“FPS”), that is a broker-dealer registered with FINRA and an investment adviser registered with the SEC (the “FPS Acquisition”). Pursuant to the terms of the FPS Purchase Agreement, Dominari Financial purchased from the Seller 100% of the membership interests in FPS (the “FPS Membership Interests”). FPS’s registered broker-dealer and investment adviser businesses were renamed and will operate as Dominari Securities, a wholly owned subsidiary of Dominari Financial. The FPS Purchase Agreement provides for Dominari Financial’s acquisition of FPS’s Membership Interests in two closings, the first of which occurred on October 4, 2022 (the “Initial Closing”), at which Dominari Financial paid to the Seller $2.0 million in consideration for a transfer by the Seller to Dominari Financial of 20% of the FPS Membership Interests.  Following the Initial Closing, FPS filed a continuing membership application requesting approval for a change of ownership, control, or business operations with FINRA in accordance with FINRA Rule 1017 (the “Rule 1017 Application”).  The Rule 1017 Application was approved by FINRA on March 20, 2023. The second closing (the “Second Closing”) occurred on March 27, 2023. Dominari Financial paid to the Seller an additional approximate $1.6 million consideration for a transfer by the Seller to Dominari Financial of the remaining 80% of the FPS Membership Interests. 

 

Consideration Transferred

 

The FPS Acquisition was accounted for as a business combination under ASC 805.

 

Under the terms of the FPS Purchase Agreement and subsequent Amendments and Side Letters, 100% of the FPS Membership Interests were acquired for cash consideration of approximately $3.4 million, which reflected the fair value of net assets acquired, plus a $1 purchase price. At March 31, 2023, Dominari Financial had not finalized the purchase accounting related to the fair value of assets acquired in the FPS Acquisition. Pursuant to the Initial Closing and Second Closing, Dominari Financial had wired a total of approximately $3.6 million in cash to the Seller. The purchase price allocation identified net assets of approximately $3.4 million, resulting in a receivable due from the Seller for approximately $0.2 million. The receivable is not included within the consideration transferred as part of the FPS Acquisition but is included within prepaid expenses and other assets within the unaudited condensed consolidated balance sheet as of March 31, 2023.

 

Under the acquisition method of accounting, the assets acquired, and liabilities assumed of FPS were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred approximately $0.3 million of transaction costs associated with the FPS Acquisition. The transaction costs are included in general and administrative expenses in the unaudited condensed consolidated statement of operations.

 

Fair Value of Net Assets Acquired

 

The following table summarizes the fair values of the assets acquired and liabilities assumed of FPS at the date of acquisition:

 

   March 27, 
   2023 
   (Unaudited) 
ASSETS    
Cash and cash equivalents  $92 
Deposits with Clearing Broker-Dealer   3,550 
Other receivables   53 
Prepaid and other current assets   89 
Total assets acquired   3,784 
      
Liabilities     
Accrued expenses  $273 
Accrued commissions   25 
Wealth management liabilities   62 
Total liabilities assumed   360 
      
Total net assets of FPS Acquisition   3,424 

 

Dominari Securities reported a net loss of approximately $7.7 million for the three-months ended June 30, 2023. Revenue for the period ended June 30, 2023, was approximately $0.07 million. The net loss was primarily a result of approximately $5.4 million of bonus and employee compensation expense and professional services of approximately $0.9 million. The bonus and compensation expense and professional service fees related to establishing the operations of the broker-dealer and are included in the general and administrative expenses line item within the unaudited condensed consolidated statement of operations.

v3.23.2
Investments in Marketable Securities
6 Months Ended
Jun. 30, 2023
Investments, Debt and Equity Securities [Abstract]  
Investments in Marketable Securities

Note 5. Investments in Marketable Securities

 

The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and six months ended June 30, 2023 and 2022, which are recorded as a component of gains and (losses) on marketable securities on the unaudited condensed consolidated statements of operations, are as follows ($ in thousands):

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023   2022   2023   2022 
Realized loss  $(432)  $(344)  $(487)  $(568)
Unrealized gain (loss)   643    (1,967)   514    (2,299)
Dividend income   188    72    308    131 
Total  $400   $(2,239)  $335   $(2,736)
v3.23.2
Short-Term Investments
6 Months Ended
Jun. 30, 2023
Short-Term Investments [Abstract]  
Short-term investments

Note 6. Short-term investments

 

The following table presents the Company’s short-term investments as of June 30, 2023, and December 31, 2022 ($ in thousands):

 

   June 30,
2023
   December 31,
2022
 
Investment in Vicinity Motor Corp.   13    13 
Total   13    13 

 

There was no change in the fair value of the short-term investments for the six months ended June 30, 2023.

 

The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates:

 

   June 30,
2023
   December 31,
2022
 
Option term (in years)   1.3    1.8 
Volatility   76.9%   76.90%
Risk-free interest rate   4.47%   4.47%
Expected dividends   0.00%   0.00%
Stock price  $0.96   $0.96 
v3.23.2
Long-Term Investments
6 Months Ended
Jun. 30, 2023
Long-Term Investments [Abstract]  
Long-Term Investments

Note 7. Long-Term Investments

 

The Company holds interests in several privately held companies as long-term investments that the Company perceives as potential IPO candidates. The following table presents the Company’s long-term investments as of June 30, 2023, and December 31, 2022 ($ in thousands):

 

   Cost Basis   June 30,
2023
   December  31,
2022
 
Investment in Kerna Health Inc  $2,140   $4,940   $4,940 
Investment in Kaya Now   1,500    
-
    
-
 
Investment in Tevva Motors   1,972    2,794    2,794 
Investment in ASP Isotopes   1,300    
-
    
-
 
Investment in AerocarveUS Corporation   1,075    1,075    1,000 
Investment in Qxpress   1,000    1,000    1,000 
Investment in Masterclass   170    170    170 
Investment in Kraken   597    597    597 
Investment in Epic Games   3,500    3,500    3,500 
Investment in Tesspay   1,240    2,500    2,500 
Investment in SpaceX   3,500    3,674    3,674 
Investment in Databricks   1,200    1,200    1,200 
Investment in Discord   476    476    476 
Investment in Thrasio   300    300    300 
Investment in Automation Anywhere   476    476    476 
Investment in Anduril   476    476    476 
Total  $20,922   $23,178   $23,103 

 

Investment in AerocarveUS Corporation

 

On November 22, 2021, the Company entered into an agreement (the “AerocarveUS Agreement”) with AerocarveUS Corporation, (“AerocarveUS”). Under the AerocarveUS Agreement, the Company agreed to purchase 250,000 shares of common stock of AerocarveUS for $1.0 million. AerocarveUS changed its name to “Unusual Machines, Inc.” on July 5, 2022. In March of 2023, the Company was issued an additional 64,377 shares at no cost. In June 2023, the Company purchased an additional 150,000 shares of common stock for approximately $0.08 million. The investment in AerocarveUS Corporation (a.k.a. Unusual Machines, Inc.) was valued at approximately $1.08 million as of June 30, 2023.

v3.23.2
Notes Receivable
6 Months Ended
Jun. 30, 2023
Notes Receivable [Abstract]  
Notes Receivable

Note 8. Notes Receivable

 

The following table presents the Company’s notes receivable as of June 30, 2023 ($ in thousands):

 

   Maturity Date  Stated Interest Rate   Principal Amount   Interest Receivable   Fair Value 
Notes receivable, at fair value                   
Convergent convertible note - current  01/29/2023   8%  $1,000   $199   $1,199 
Convergent convertible note - non-current  01/29/2023   8%  $500   $
-
   $500 
Raefan Industries LLC Investment  12/31/2023   8%  $4,518   $623   $5,141 
American Innovative Robotics Investment  04/01/2027   8%  $1,100   $22   $1,122 
                        
Notes receivable, at fair value - current portion                    $6,339 
                        
Notes receivable, at fair value - non-current portion                    $1,622 

 

Convergent Therapeutics, Inc. Investment

 

The Company’s 8% convertible promissory note (“Convergent Convertible Note”) issued by Convergent Therapeutics, Inc. (“Convergent”) in the principal amount of approximately $1.8 million pursuant to a Note Purchase Agreement matured on January 29, 2023. Upon maturity, Convergent entered into a contractual repayment schedule with the Company. Pursuant to the schedule, Convergent will make a total of eight payments in the amount of $250 thousand and accrued interest, every three months until fully satisfied.

 

The principal balance of the Convergent Convertible Note was approximately $1.8 million as of June 30, 2023. The Company recorded principal repayment of $0.5 million and interest income of approximately $0.1 million on the Convergent Convertible Note for the six months ended June 30, 2023.

 

Raefan Industries LLC Investment

  

The Company recorded an interest income receivable of approximately $0.6 million on the Raefan Industries Promissory Note as of June 30, 2023 and an unrealized loss on the note of approximately $0.2 million.

  

American Innovative Robotics, LLC Investment

  

The Company recorded interest income of approximately $44,000 on the Robotics Promissory Note for the six months ended June 30, 2023.

 

Kaya Now Inc. Investment

 

During the fourth quarter of 2022, the Company identified indicators of impairment for the Kaya investment as a result of adverse changes in Kaya’s business operations, including liquidity concerns. As a result, the Company recorded an impairment charge of $0.5 million in the fourth quarter of 2022. The impairment charge represents an impairment loss of the total investment held as a promissory note resulting in a $0 balance for the Kaya Now Promissory Note as of June 30, 2023.

 

The Company received and recorded interest income related to the Kaya Now Promissory Note of approximately $10,000 for the six months ended June 30, 2023.

v3.23.2
Fair Value of Financial Assets and Liabilities
6 Months Ended
Jun. 30, 2023
Fair Value of Financial Assets and Liabilities [Abstract]  
Fair Value of Financial Assets and Liabilities

Note 9. Fair Value of Financial Assets and Liabilities

 

Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

 

The Company uses three levels of inputs that may be used to measure fair value:

 

Level 1 - quoted prices in active markets for identical assets or liabilities

 

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

 

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

 

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

 

The following table presents the Company’s assets and liabilities that are measured at fair value as of June 30, 2023, and December 31, 2022 ($ in thousands):

 

   Fair value measured as of June 30, 2023 
   Total at 
June 30,
   Quoted
prices in
active markets
   Significant other
observable inputs
  

Significant unobservable

inputs

 
   2023   (Level 1)   (Level 2)   (Level 3) 
Assets                
Marketable securities:                
Equities  $20,675   $20,675   $
       -
   $
-
 
Total marketable securities  $20,675   $20,675   $
-
   $
-
 
Short-term investment  $13   $
-
   $
-
   $13 
Notes receivable at fair value, current portion  $6,339   $
-
   $
-
   $6,339 
Notes receivable at fair value, non-current portion  $1,622   $
-
   $
-
   $1,622 

 

   Fair value measured as of December 31, 2022 
   Total at
December 31,
   Quoted
prices in
active
markets
   Significant other
observable inputs
   Significant
unobservable
inputs
 
   2022   (Level 1)   (Level 2)   (Level 3) 
Assets                
Marketable securities:                
Equities  $7,130   $7,130   $
    -
   $
-
 
Total marketable securities  $7,130   $7,130   $
-
   $
-
 
Short-term investment  $13   $
-
   $
-
   $13 
Notes receivable at fair value, current portion  $7,474   $
-
   $
-
   $7,474 
Notes receivable at fair value, non-current portion  $1,100   $
-
   $
-
   $1,100 

 

Level 3 Measurement

 

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis ($ in thousands):

  

Short-term investment at December 31, 2022  $13 
Short-term investment at June 30, 2023  $13 
     
Notes receivable at fair value, current portion at December 31, 2022  $7,474 
Collection of principal outstanding   (500)
Note receivable, Convergent Therapeutics, non-current portion   (500)
Unrealized loss on note receivable   (212)
Accrued interest receivable   77 
Notes receivable at fair value, current portion at June 30, 2023  $6,339 

 

Notes receivable at fair value, non-current portion at December 31, 2022  $1,100 
Note receivable, Convergent Therapeutics, non-current portion   500 
Accrued interest receivable   22 
Notes receivable at fair value, non-current portion at June 30, 2023  $1,622 

 

Note Receivable at fair value

   

As of June 30, 2023, the fair value of the notes receivable was measured taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No material change was noted in the fair value of the notes receivable during the three months ended June 30, 2023.

v3.23.2
Leases
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Leases

Note 10. Leases

 

On December 1, 2021, the Company entered into a Lease Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company. Under the Company’s Lease, the Company rents a portion of the twenty-second floor at 725 Fifth Avenue, New York, New York (the “22nd Floor Premises”). The Company currently uses the 22nd Floor Premises to run its day-to-day operations. The initial term of the Company’s Lease is seven (7) years commencing on July 11, 2022 (“Commencement Date). Under the Company’s Lease, the Company is required to pay monthly rent, commencing on January 11, 2023, equal to $12,874. Effective for the sixth and seventh years of the Company’s Lease, the rent shall increase to $13,502. The Company took possession of the 22nd Floor Premises on the Commencement Date.

 

On September 23, 2022, Dominari Financial entered into a Lease Agreement (“Dominari Financial’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company. Under Dominari Financial’s Lease, Dominari Financial rents a portion of a floor at 725 Fifth Avenue, New York, New York (the “Premises”). Dominari Financial currently uses the Premises to run its day-to-day operations. The initial term of Dominari Financial’s Lease is seven (7) years commencing on the date that possession of the Premises is delivered to Dominari Financial. Under Dominari Financial’s Lease, Dominari Financial is required to pay monthly rent equal to $49,368. Effective for the sixth and seventh years of Dominari Financial’s Lease, the rent shall increase to $51,868 per month. The Company took possession of the Premises in February 2023.

  

The tables below represent the Company’s lease assets and liabilities as of June 30, 2023:

 

   June 30,
2023
 
Assets:     
Operating lease right-of-use-assets  $3,530 
      
Liabilities:     
Current     
Operating   353 
Long-term     
Operating   3,259 
   $3,612 

 

The following tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC 842:

 

  

June 30,

2023

 
Weighted-average remaining lease term – operating leases (in years)   7.0 
Weighted-average discount rate – operating leases   10.0%

 

During the six months ended June 30, 2023, the Company recorded approximately $0.4 million of lease expense to current period operations.

 

   Three Months Ended   Six  Months Ended
   June 30,
2023
   June 30,
2023
 
Operating leases        
Operating lease cost  $179   $313 
Operating lease expense   179    313 
Short-term lease rent expense   33    63 
Net rent expense  $212   $376 

 

Supplemental cash flow information related to leases were as follows:

 

   Six Months
Ended
 
   June 30,
2023
 
Operating cash flows - operating leases  $72 
Right-of-use assets obtained in exchange for operating lease liabilities  $2,796 

 

As of June 30, 2023, future minimum payments during the next five years and thereafter are as follows:

 

   Operating 
   Leases 
Remaining Period Ended December 31, 2023  $327 
Year Ended December 31, 2024   750 
Year Ended December 31, 2025   688 
Year Ended December 31, 2026   688 
Year Ended December 31, 2027   688 
Year Ended December 31, 2028   770 
Thereafter   1,166 
Total   5,077 
Less present value discount   (1,465)
Operating lease liabilities  $3,612 
v3.23.2
Net Loss per Share
6 Months Ended
Jun. 30, 2023
Net Loss per Share [Abstract]  
Net Loss per Share

Note 11. Net Loss per Share

 

Basic loss per share of common stock is computed by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock or common stock equivalents outstanding. Diluted loss per common share is computed similar to basic loss per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share for the six months ended June 30, 2023, and 2022 are as follows:

 

   As of June 30, 
   2023   2022 
Convertible preferred stock   34    34 
Warrants to purchase common stock   444,796    444,796 
Options to purchase common stock   30,336    198,574 
Total   475,166    643,404 
v3.23.2
Stockholders’ Equity and Convertible Preferred Stock
6 Months Ended
Jun. 30, 2023
Stockholders’ Equity and Convertible Preferred Stock [Abstract]  
Stockholders’ Equity and Convertible Preferred Stock

Note 12. Stockholders’ Equity and Convertible Preferred Stock

 

Common Stock

 

On March 6, 2023, the Company cancelled 644,499 shares of common stock as a result of retirement of 644,499 shares of treasury stock.

 

On March 20, 2023, the Company cancelled 25,000 shares of common stock owned by a board member.

 

June 27, 2023, pursuant to Soo Yu’s employment agreement and the Company’s 2022 Equity Incentive Plan, the Company executed a Grant Agreement, through which Soo Yu was granted 1,033,591 shares of the Company’s common stock. Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $2.7 million. Pursuant to the Grant Agreement, the Company withheld 503,876 of the shares granted to satisfy Soo Yu’s tax obligation of approximately $1.3 million and recorded as income taxes withheld within the unaudited condensed consolidated balance sheet. See Restricted Stock roll-forward below.

  

Treasury Stock

 

On January 21, 2022, the Company’s board of directors authorized a share buyback program (the “Share Buyback Program”), pursuant to which the Company authorized the Share Buyback Program in an amount of up to three million dollars. During the six months ended June 30, 2023, the Company repurchased 236,630 shares at a cost of approximately $0.9 million or $3.97 per share through marketable securities account under the Share Buyback Program. The Company records treasury stock using the cost method.

 

On March 6, 2023, the Company retired 644,499 shares of treasury stock with original cost of approximately $3.8 million.

 

Warrants

 

A summary of warrant activity for the six months ended June 30, 2023, is presented below:

 

   Warrants   Weighted
Average
Exercise Price
   Total
Intrinsic
Value
   Weighted
Average
Remaining
Contractual
Life
(in years)
 
Outstanding as of December 31, 2022   444,796   $29.25    
   -
    3.20 
Outstanding as of June 30, 2023   444,796   $29.25    
-
    2.71 

 

Restricted Stock Awards

 

A summary of restricted stock awards activity for the six months ended June 30, 2023, is presented below:

 

   Number of Restricted
Stock Awards
   Weighted Average
Grant Day Fair Value
 
Nonvested at December 31, 2022   8,068   $5.64 
Granted   529,715   $2.58 
Vested   (537,783)   2.63 
Nonvested at June 30, 2023   
-
   $
-
 

 

As of June 30, 2023, there is no unrecognized stock-based compensation expense related to restricted stock awards.

 

Stock Options

 

A summary of option activity under the Company’s stock option plan for the six months ended June 30, 2023 is presented below:

 

   Number of Shares   Weighted Average
Exercise Price
   Total Intrinsic Value   Weighted Average
Remaining Contractual
Life (in years)
 
Outstanding as of December 31, 2022   31,193   $302.97   $
     -
    7.9 
Employee options expired   (857)  $9,719.07           
Outstanding as of June 30, 2023   30,336   $36.97   $
-
    7.6 
Options vested and exercisable   26,578   $41.35   $
-
    7.5 

 

Stock-based compensation associated with the amortization of stock option expense was approximately $8,000 and $0 for the six months ended June 30, 2023, and 2022, respectively. All stock compensation was recorded as a component of general and administrative expenses.

 

Estimated future stock-based compensation expense relating to unvested stock options is approximately $7,000.

v3.23.2
Revenue
6 Months Ended
Jun. 30, 2023
Revenue [Abstract]  
Revenue

Note 13. Revenue

 

The following table presents our total revenues disaggregated by revenue type for the three and six months ended June 30, 2023 and 2022 (in thousands):

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023         2022       2023       2022 
Underwriting  $43   $
-
   $43   $
-
 
Commissions   14    
-
    14    
-
 
Other   14    
-
   $14    
-
 
Total  $71   $
-
   $71   $
 -
 
v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

Note 14. Commitments and Contingencies

 

Legal Proceedings

 

In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of the Company’s technology. Other than ordinary routine litigation incidental to the business, the Company is not aware of any material, active or pending legal proceedings brought against it.

v3.23.2
Regulatory
6 Months Ended
Jun. 30, 2023
Regulatory [Abstract]  
Regulatory

Note 15. Regulatory

 

Dominari Securities, the Company’s broker-dealer subsidiary, is registered with the SEC as an introducing broker-dealer and is a member of FINRA. The Company’s broker-dealer subsidiary is subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As such, the subsidiary is subject to the minimum net capital requirements promulgated by the SEC and has elected to calculate minimum capital requirements using the basic method permitted by Rule 15c3-1. As of June 30, 2023, Dominari Securities had net capital of approximately $7.3 million, which was approximately $7.2 million in excess of required minimum net capital of $0.1 million.

v3.23.2
Related Party Transaction
6 Months Ended
Jun. 30, 2023
Related Party Transaction [Abstract]  
Related Party Transaction

Note 16. Related Party Transaction

 

In 2021, the Company engaged the services of Revere Securities, LLC (“Revere”) to strategically manage and build the Company’s investment processes. Kyle Wool, Board Member, is also a member of the board of directors of Revere. The Company incurred fees of approximately $0.08 million and $0.6 million during the six months ending June 30, 2023, and 2022, respectively. These fees were included in general and administrative expense in the unaudited condensed consolidated statements of operations.

v3.23.2
Segment Reporting
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Segment Reporting

Note 17. Segment Reporting

 

The Company operates in two reportable business segments: (1) Dominari Securities and (2) Legacy AIkido Pharma. The Dominari Securities reportable business segment represents the Company’s broker-dealer business, which is composed of underwriting and transactional service activities. The Legacy AIkido Pharma reportable business segment includes Aikido Labs, which manages the investments holdings of the legacy entity. Prior to the FPS Acquisition, the Company operated as a single operating segment comprised of Legacy AIkido Pharma.

 

The chief operating decision-maker (“CODM”) has access to and regularly reviews internal financial reporting for each business and uses that information to make operational decisions and allocate resources. Accounting policies applied by the reportable segments are the same as those used by the Company and described in the “Summary of Significant Accounting Policies.” While assets are primarily held within the Legacy AIkido Pharma reportable business segment, total assets by segment is not disclosed as the CODM does not assess performance, make strategic decisions, or allocate resources based on assets.

 

The measures of segment profitability that are most relied upon by the CODM are gross revenues and net loss, as presented within the table below and reconciled to the statement of operations.

 

   Three Months Ended June 30, 2023 
   Dominari Securities   Legacy AIkido Pharma   Consolidated 
Revenue  $71   $
-  
   $71 
Operating Costs               
General and administrative   6,957    2,123   $9,080 
Research and development        2    2 
Loss from operations  $(6,886)  $(2,125)  $(9,011)
                
Other (expenses) income               
Other income             
-  
 
Interest income   44    116    160 
Loss on marketable securities        400    400 
Unrealized loss on note receivable        (212)   (212)
Total other (expenses) income  $44   $304   $348 
Net loss  $(6,842)  $(1,821)  $(8,663)

 

   Six Months Ended June 30, 2023 
   Dominari Securities   Legacy AIkido Pharma   Consolidated 
Revenue  $71   $-     $71 
Operating Costs               
General and administrative   8,056    4,857    12,913 
Research and development        3    3 
Loss from operations  $(7,985)  $(4,860)  $(12,845)
                
Other (expenses) income               
Other income        
-  
    
-  
 
Interest income   44    253    297 
Loss on marketable securities        335    335 
Unrealized loss on note receivable        (212)   (212)
Total other (expenses) income  $44   $376   $420 
Net loss  $(7,941)  $(4,484)  $(12,425)
v3.23.2
Accounting Policies, by Policy (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), and in conformity with the rules and regulations of the SEC. In the opinion of management, these financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The condensed balance sheet at December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the membership interest or outstanding voting stock. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aikido Labs, Dominari Financial, and Dominari Securities. All significant intercompany balances and transactions have been eliminated in consolidation.

Results for interim periods are not necessarily indicative of results to be expected for a full year or any future period.

Use of Estimates

Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include stock-based compensation, the valuation of investments, the valuation of notes receivable and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.

Deposits with clearing broker

Deposits with clearing broker

Deposits with Dominari Securities’ clearing broker consisted of approximately $7.1 million held in money market funds and liquid insured deposits maintained by the Company with its clearing broker as of June 30, 2023.

Leases

Leases

The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the unaudited condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred (see Note 10 - Leases).

Revenue

Revenue

The Company recognizes revenues under ASC 606 - Revenue from Contracts with Customers (“ASC 606”)Revenues are recognized when control of the promised goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services.

 

The following provides detailed information on the recognition of the Company’s revenues from contracts with customers:

Underwriting services include underwriting and placement agent services in both the equity and debt capital markets, including private equity placements, initial public offerings, follow-on offerings, and underwriting and distributing public and private debt. Underwriting and placement agent revenues are recognized at a point in time on trade-date, as the client obtains the control and benefit of the underwriting offering at that point. Costs associated with underwriting transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded and are recorded on a gross basis within the general and administrative line item in the unaudited condensed consolidated statements of operations as the Company is acting as a principal in the arrangement. Any expenses reimbursed by the Company’s clients are recognized as other income.
Commissions are earned by executing, transactions for clients primarily in equity, equity-related, and debt products. Commission revenues associated with trade execution are recognized at a point in time on trade-date. Commissions revenues are generally paid on settlement date and the Company records receivables to account for timing between trade-date and payment on settlement date.
Recently adopted accounting standards

Recently adopted accounting standards

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This update amends Topic 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities in accordance with ASC 606. The Company adopted ASU 2021-08 on January 1, 2023. There was no material impact to the Company’s unaudited condensed consolidated financial statements from the implementation of ASU 2021-08.

Effect of new accounting pronouncements not yet adopted

Effect of new accounting pronouncements not yet adopted

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value of the equity security. ASU 2022-03 also clarifies that an entity cannot recognize and measure a contractual sale restriction as a separate unit of account. The amendments in ASU 2022-03 may be early adopted and are effective on a prospective basis for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of the amendments on the Company’s consolidated financial statements and whether it will early adopt the amendments in ASU 2022-03

In March 2023, the FASB issued ASU 2023-01, Leases, to require entities to classify and account for leases with related parties on the basis of legally enforceable terms and conditions of the arrangement. The amendments are effective in periods beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements and whether it will early adopt the amendments in ASU 2023-01.

Effect of new accounting pronouncements to be adopted in future periods

Effect of new accounting pronouncements to be adopted in future periods

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on these unaudited condensed consolidated financial statements.

v3.23.2
FPS Acquisition (Tables)
6 Months Ended
Jun. 30, 2023
FPS Acquisition [Abstract]  
Schedule of Fair Values of the Assets Acquired And Liabilities The following table summarizes the fair values of the assets acquired and liabilities assumed of FPS at the date of acquisition:
   March 27, 
   2023 
   (Unaudited) 
ASSETS    
Cash and cash equivalents  $92 
Deposits with Clearing Broker-Dealer   3,550 
Other receivables   53 
Prepaid and other current assets   89 
Total assets acquired   3,784 
      
Liabilities     
Accrued expenses  $273 
Accrued commissions   25 
Wealth management liabilities   62 
Total liabilities assumed   360 
      
Total net assets of FPS Acquisition   3,424 

 

v3.23.2
Investments in Marketable Securities (Tables)
6 Months Ended
Jun. 30, 2023
Investments, Debt and Equity Securities [Abstract]  
Schedule of Marketable Securities The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and six months ended June 30, 2023 and 2022, which are recorded as a component of gains and (losses) on marketable securities on the unaudited condensed consolidated statements of operations, are as follows ($ in thousands):
   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023   2022   2023   2022 
Realized loss  $(432)  $(344)  $(487)  $(568)
Unrealized gain (loss)   643    (1,967)   514    (2,299)
Dividend income   188    72    308    131 
Total  $400   $(2,239)  $335   $(2,736)
v3.23.2
Short-Term Investments (Tables)
6 Months Ended
Jun. 30, 2023
Short-Term Investments [Abstract]  
Schedule of Short-Term Investments The following table presents the Company’s short-term investments as of June 30, 2023, and December 31, 2022 ($ in thousands):
   June 30,
2023
   December 31,
2022
 
Investment in Vicinity Motor Corp.   13    13 
Total   13    13 
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates:
   June 30,
2023
   December 31,
2022
 
Option term (in years)   1.3    1.8 
Volatility   76.9%   76.90%
Risk-free interest rate   4.47%   4.47%
Expected dividends   0.00%   0.00%
Stock price  $0.96   $0.96 
v3.23.2
Long-Term Investments (Tables)
6 Months Ended
Jun. 30, 2023
Long-Term Investments [Abstract]  
Schedule of Long-Term Investments The following table presents the Company’s long-term investments as of June 30, 2023, and December 31, 2022 ($ in thousands):
   Cost Basis   June 30,
2023
   December  31,
2022
 
Investment in Kerna Health Inc  $2,140   $4,940   $4,940 
Investment in Kaya Now   1,500    
-
    
-
 
Investment in Tevva Motors   1,972    2,794    2,794 
Investment in ASP Isotopes   1,300    
-
    
-
 
Investment in AerocarveUS Corporation   1,075    1,075    1,000 
Investment in Qxpress   1,000    1,000    1,000 
Investment in Masterclass   170    170    170 
Investment in Kraken   597    597    597 
Investment in Epic Games   3,500    3,500    3,500 
Investment in Tesspay   1,240    2,500    2,500 
Investment in SpaceX   3,500    3,674    3,674 
Investment in Databricks   1,200    1,200    1,200 
Investment in Discord   476    476    476 
Investment in Thrasio   300    300    300 
Investment in Automation Anywhere   476    476    476 
Investment in Anduril   476    476    476 
Total  $20,922   $23,178   $23,103 
v3.23.2
Notes Receivable (Tables)
6 Months Ended
Jun. 30, 2023
Notes Receivable [Abstract]  
Schedule of Notes Receivable The following table presents the Company’s notes receivable as of June 30, 2023 ($ in thousands):
   Maturity Date  Stated Interest Rate   Principal Amount   Interest Receivable   Fair Value 
Notes receivable, at fair value                   
Convergent convertible note - current  01/29/2023   8%  $1,000   $199   $1,199 
Convergent convertible note - non-current  01/29/2023   8%  $500   $
-
   $500 
Raefan Industries LLC Investment  12/31/2023   8%  $4,518   $623   $5,141 
American Innovative Robotics Investment  04/01/2027   8%  $1,100   $22   $1,122 
                        
Notes receivable, at fair value - current portion                    $6,339 
                        
Notes receivable, at fair value - non-current portion                    $1,622 

 

v3.23.2
Fair Value of Financial Assets and Liabilities (Tables)
6 Months Ended
Jun. 30, 2023
Fair Value of Financial Assets and Liabilities [Abstract]  
Schedule of Fair Value Assets and Liabilities The following table presents the Company’s assets and liabilities that are measured at fair value as of June 30, 2023, and December 31, 2022 ($ in thousands):
   Fair value measured as of June 30, 2023 
   Total at 
June 30,
   Quoted
prices in
active markets
   Significant other
observable inputs
  

Significant unobservable

inputs

 
   2023   (Level 1)   (Level 2)   (Level 3) 
Assets                
Marketable securities:                
Equities  $20,675   $20,675   $
       -
   $
-
 
Total marketable securities  $20,675   $20,675   $
-
   $
-
 
Short-term investment  $13   $
-
   $
-
   $13 
Notes receivable at fair value, current portion  $6,339   $
-
   $
-
   $6,339 
Notes receivable at fair value, non-current portion  $1,622   $
-
   $
-
   $1,622 
   Fair value measured as of December 31, 2022 
   Total at
December 31,
   Quoted
prices in
active
markets
   Significant other
observable inputs
   Significant
unobservable
inputs
 
   2022   (Level 1)   (Level 2)   (Level 3) 
Assets                
Marketable securities:                
Equities  $7,130   $7,130   $
    -
   $
-
 
Total marketable securities  $7,130   $7,130   $
-
   $
-
 
Short-term investment  $13   $
-
   $
-
   $13 
Notes receivable at fair value, current portion  $7,474   $
-
   $
-
   $7,474 
Notes receivable at fair value, non-current portion  $1,100   $
-
   $
-
   $1,100 

 

Schedule of Fair Value on a Recurring Basis The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis ($ in thousands):
Short-term investment at December 31, 2022  $13 
Short-term investment at June 30, 2023  $13 
     
Notes receivable at fair value, current portion at December 31, 2022  $7,474 
Collection of principal outstanding   (500)
Note receivable, Convergent Therapeutics, non-current portion   (500)
Unrealized loss on note receivable   (212)
Accrued interest receivable   77 
Notes receivable at fair value, current portion at June 30, 2023  $6,339 
Notes receivable at fair value, non-current portion at December 31, 2022  $1,100 
Note receivable, Convergent Therapeutics, non-current portion   500 
Accrued interest receivable   22 
Notes receivable at fair value, non-current portion at June 30, 2023  $1,622 
v3.23.2
Leases (Tables)
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Schedule of Lease Assets and Liabilities The tables below represent the Company’s lease assets and liabilities as of June 30, 2023:
   June 30,
2023
 
Assets:     
Operating lease right-of-use-assets  $3,530 
      
Liabilities:     
Current     
Operating   353 
Long-term     
Operating   3,259 
   $3,612 
Schedule of Summarize Quantitative Information about The Company’s Operating Leases The following tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC 842:
  

June 30,

2023

 
Weighted-average remaining lease term – operating leases (in years)   7.0 
Weighted-average discount rate – operating leases   10.0%
Schedule of Lease Expense to Current Period Operations During the six months ended June 30, 2023, the Company recorded approximately $0.4 million of lease expense to current period operations.
   Three Months Ended   Six  Months Ended
   June 30,
2023
   June 30,
2023
 
Operating leases        
Operating lease cost  $179   $313 
Operating lease expense   179    313 
Short-term lease rent expense   33    63 
Net rent expense  $212   $376 
Schedule of Supplemental Cash Flow Information Related To Leases Supplemental cash flow information related to leases were as follows:
   Six Months
Ended
 
   June 30,
2023
 
Operating cash flows - operating leases  $72 
Right-of-use assets obtained in exchange for operating lease liabilities  $2,796 

 

Schedule of Future Minimum Payments As of June 30, 2023, future minimum payments during the next five years and thereafter are as follows:
   Operating 
   Leases 
Remaining Period Ended December 31, 2023  $327 
Year Ended December 31, 2024   750 
Year Ended December 31, 2025   688 
Year Ended December 31, 2026   688 
Year Ended December 31, 2027   688 
Year Ended December 31, 2028   770 
Thereafter   1,166 
Total   5,077 
Less present value discount   (1,465)
Operating lease liabilities  $3,612 
v3.23.2
Net Loss per Share (Tables)
6 Months Ended
Jun. 30, 2023
Net Loss per Share [Abstract]  
Schedule of Computation of Diluted Loss Per Share Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share for the six months ended June 30, 2023, and 2022 are as follows:
   As of June 30, 
   2023   2022 
Convertible preferred stock   34    34 
Warrants to purchase common stock   444,796    444,796 
Options to purchase common stock   30,336    198,574 
Total   475,166    643,404 
v3.23.2
Stockholders’ Equity and Convertible Preferred Stock (Tables)
6 Months Ended
Jun. 30, 2023
Stockholders’ Equity and Convertible Preferred Stock [Abstract]  
Schedule of Warrant Activity A summary of warrant activity for the six months ended June 30, 2023, is presented below:
   Warrants   Weighted
Average
Exercise Price
   Total
Intrinsic
Value
   Weighted
Average
Remaining
Contractual
Life
(in years)
 
Outstanding as of December 31, 2022   444,796   $29.25    
   -
    3.20 
Outstanding as of June 30, 2023   444,796   $29.25    
-
    2.71 
Schedule of Restricted Stock Awards Activity A summary of restricted stock awards activity for the six months ended June 30, 2023, is presented below:
   Number of Restricted
Stock Awards
   Weighted Average
Grant Day Fair Value
 
Nonvested at December 31, 2022   8,068   $5.64 
Granted   529,715   $2.58 
Vested   (537,783)   2.63 
Nonvested at June 30, 2023   
-
   $
-
 
Schedule of Stock Option Activity A summary of option activity under the Company’s stock option plan for the six months ended June 30, 2023 is presented below:
   Number of Shares   Weighted Average
Exercise Price
   Total Intrinsic Value   Weighted Average
Remaining Contractual
Life (in years)
 
Outstanding as of December 31, 2022   31,193   $302.97   $
     -
    7.9 
Employee options expired   (857)  $9,719.07           
Outstanding as of June 30, 2023   30,336   $36.97   $
-
    7.6 
Options vested and exercisable   26,578   $41.35   $
-
    7.5 
v3.23.2
Revenue (Tables)
6 Months Ended
Jun. 30, 2023
Revenue [Abstract]  
Schedule of Total Revenues Disaggregated By Revenue The following table presents our total revenues disaggregated by revenue type for the three and six months ended June 30, 2023 and 2022 (in thousands):
   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2023         2022       2023       2022 
Underwriting  $43   $
-
   $43   $
-
 
Commissions   14    
-
    14    
-
 
Other   14    
-
   $14    
-
 
Total  $71   $
-
   $71   $
 -
 
v3.23.2
Segment Reporting (Tables)
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Schedule of Segment Profitability That Are Most Relied Upon By the Codm Are Gross Revenues and Net Loss The measures of segment profitability that are most relied upon by the CODM are gross revenues and net loss, as presented within the table below and reconciled to the statement of operations.
   Three Months Ended June 30, 2023 
   Dominari Securities   Legacy AIkido Pharma   Consolidated 
Revenue  $71   $
-  
   $71 
Operating Costs               
General and administrative   6,957    2,123   $9,080 
Research and development        2    2 
Loss from operations  $(6,886)  $(2,125)  $(9,011)
                
Other (expenses) income               
Other income             
-  
 
Interest income   44    116    160 
Loss on marketable securities        400    400 
Unrealized loss on note receivable        (212)   (212)
Total other (expenses) income  $44   $304   $348 
Net loss  $(6,842)  $(1,821)  $(8,663)
   Six Months Ended June 30, 2023 
   Dominari Securities   Legacy AIkido Pharma   Consolidated 
Revenue  $71   $-     $71 
Operating Costs               
General and administrative   8,056    4,857    12,913 
Research and development        3    3 
Loss from operations  $(7,985)  $(4,860)  $(12,845)
                
Other (expenses) income               
Other income        
-  
    
-  
 
Interest income   44    253    297 
Loss on marketable securities        335    335 
Unrealized loss on note receivable        (212)   (212)
Total other (expenses) income  $44   $376   $420 
Net loss  $(7,941)  $(4,484)  $(12,425)
v3.23.2
Summary of Significant Accounting Policies (Details)
$ in Millions
Jun. 30, 2023
USD ($)
Accounting Policies [Abstract]  
Money market funds $ 7.1
v3.23.2
FPS Acquisition (Details) - USD ($)
6 Months Ended
Oct. 04, 2022
Jun. 30, 2023
Sep. 09, 2022
FPS Acquisition (Details) [Line Items]      
Cash   $ 3,400,000  
Transaction costs   900,000  
Net loss   7,700,000  
Revenue   70,000.00  
Professional service costs   $ 5,400,000  
FPS Purchase Agreement [Member]      
FPS Acquisition (Details) [Line Items]      
Membership interests rate 20.00% 80.00% 100.00%
Consideration amount $ 2,000,000    
Additional consideration   $ 1,600,000  
Percentage of acquired membership interest   100.00%  
Cash   $ 3,600,000  
Purchase price   1  
Net assets   3,400,000  
Receivable amount   200,000  
Transaction costs   $ 300,000  
v3.23.2
FPS Acquisition (Details) - Schedule of Fair Values of the Assets Acquired And Liabilities - Business Combination [Member]
$ in Thousands
Mar. 27, 2023
USD ($)
ASSETS  
Cash and cash equivalents $ 92
Deposits with Clearing Broker-Dealer 3,550
Other receivables 53
Prepaid and other current assets 89
Total assets acquired 3,784
Liabilities  
Accrued expenses 273
Accrued commissions 25
Wealth management liabilities 62
Total liabilities assumed 360
Total net assets of FPS Acquisition $ 3,424
v3.23.2
Investments in Marketable Securities (Details) - Schedule of Marketable Securities - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Schedule of marketable securities [Abstract]        
Realized loss $ (432) $ (344) $ (487) $ (568)
Unrealized gain (loss) 643 (1,967) 514 (2,299)
Dividend income 188 72 308 131
Total $ 400 $ (2,239) $ 335 $ (2,736)
v3.23.2
Short-Term Investments (Details) - Schedule of Short-Term Investments - Investment in Vicinity Motor Corp. [Member] - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Short-Term Investments (Details) - Schedule of Short-Term Investments [Line Items]    
Investment in Vicinity Motor Corp. $ 13 $ 13
Total $ 13 $ 13
v3.23.2
Short-Term Investments (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs - Vicinity Motor Corp [Member] - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Short-Term Investments (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items]    
Option term (in years) 1 year 3 months 18 days 1 year 9 months 18 days
Volatility 76.90% 76.90%
Risk-free interest rate 4.47% 4.47%
Expected dividends 0.00% 0.00%
Stock price (in Dollars per share) $ 0.96 $ 0.96
v3.23.2
Long-Term Investments (Details) - USD ($)
$ in Thousands
1 Months Ended
Nov. 22, 2021
Jun. 30, 2023
Mar. 31, 2023
Long-Term Investments [Abstract]      
Purchase shares 250,000   64,377
Purchase amount $ 1,000 $ 80  
Additional purchased shares   150,000  
Investment   $ 1,080  
v3.23.2
Long-Term Investments (Details) - Schedule of Long-Term Investments - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis $ 20,922  
Long-term investments, Total 23,178 $ 23,103
Investment In Kerna Health Inc [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 2,140  
Long-term investments, Total 4,940 4,940
Investment in Kaya Now [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 1,500  
Long-term investments, Total
Investment in Tevva Motors [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 1,972  
Long-term investments, Total 2,794 2,794
Investment in ASP Isotopes [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 1,300  
Long-term investments, Total
Investment in AerocarveUS Corporation [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 1,075  
Long-term investments, Total 1,075 1,000
Investment in Qxpress [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 1,000  
Long-term investments, Total 1,000 1,000
Investment in Masterclass [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 170  
Long-term investments, Total 170 170
Investment in Kraken [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 597  
Long-term investments, Total 597 597
Investment in Epic Games [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 3,500  
Long-term investments, Total 3,500 3,500
Investment in Tesspay [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 1,240  
Long-term investments, Total 2,500 2,500
Investment in SpaceX [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 3,500  
Long-term investments, Total 3,674 3,674
Investment in Databricks [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 1,200  
Long-term investments, Total 1,200 1,200
Investment in Discord [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 476  
Long-term investments, Total 476 476
Investment in Thrasio [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 300  
Long-term investments, Total 300 300
Investment in Automation Anywhere [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 476  
Long-term investments, Total 476 476
Investment in Anduril [Member]    
Long-Term Investments (Details) - Schedule of Long-Term Investments [Line Items]    
Long-term investments, Cost Basis 476  
Long-term investments, Total $ 476 $ 476
v3.23.2
Notes Receivable (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Notes Receivable (Details) [Line Items]    
Principal amount $ 1,800,000  
Accrued interest 250,000  
Interest income 100,000  
Impairment loss $ 0  
Convergent Therapeutics, Inc. Investment [Member]    
Notes Receivable (Details) [Line Items]    
Convertible promissory note percentage 8.00%  
Promissory note maturity date Jan. 29, 2023  
Principal amount $ 1,800,000  
Convergent Therapeutics, Inc. Investment [Member] | Notes Payable [Member]    
Notes Receivable (Details) [Line Items]    
Principal amount 500,000  
Raefan Industries LLC Investment [Member]    
Notes Receivable (Details) [Line Items]    
Interest income receivable 600,000  
Unrealized loss 200,000  
American Innovative Robotics, LLC Investment [Member]    
Notes Receivable (Details) [Line Items]    
Interest income 44,000  
Impairment charges   $ 500,000
Kaya Now Promissory Note [Member]    
Notes Receivable (Details) [Line Items]    
Interest income $ 10,000  
v3.23.2
Notes Receivable (Details) - Schedule of Notes Receivable
$ in Thousands
6 Months Ended
Jun. 30, 2023
USD ($)
Convergent Convertible Note - Current [Member]  
Notes receivable, at fair value  
Maturity Date Jan. 29, 2023
Stated Interest Rate 8.00%
Principal Amount $ 1,000
Interest Receivable 199
Fair Value $ 1,199
Convergent Convertible Note - Non-Current [Member]  
Notes receivable, at fair value  
Maturity Date Jan. 29, 2023
Stated Interest Rate 8.00%
Principal Amount $ 500
Interest Receivable
Fair Value $ 500
Raefan Industries LLC Investment [Member]  
Notes receivable, at fair value  
Maturity Date Dec. 31, 2023
Stated Interest Rate 8.00%
Principal Amount $ 4,518
Interest Receivable 623
Fair Value $ 5,141
American Innovative Robotics Investment [Member]  
Notes receivable, at fair value  
Maturity Date Apr. 01, 2027
Stated Interest Rate 8.00%
Principal Amount $ 1,100
Interest Receivable 22
Fair Value 1,122
Notes Receivable, at Fair Value - Current Portion [Member]  
Notes receivable, at fair value  
Fair Value 6,339
Notes Receivable, at Fair Value - Non-Current Portion [Member]  
Notes receivable, at fair value  
Fair Value $ 1,622
v3.23.2
Fair Value of Financial Assets and Liabilities (Details) - Schedule of Fair Value Assets and Liabilities - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Marketable securities:    
Equities $ 20,675 $ 7,130
Total marketable securities 20,675 7,130
Short-term investment 13 13
Notes receivable at fair value, current portion 6,339 7,474
Notes receivable at fair value, non-current portion 1,622 1,100
Quoted prices in active markets (Level 1) [Member]    
Marketable securities:    
Equities 20,675 7,130
Total marketable securities 20,675 7,130
Short-term investment
Notes receivable at fair value, current portion
Notes receivable at fair value, non-current portion
Significant other observable inputs (Level 2) [Member]    
Marketable securities:    
Equities
Total marketable securities
Short-term investment
Notes receivable at fair value, current portion
Notes receivable at fair value, non-current portion
Significant unobservable inputs (Level 3) [Member]    
Marketable securities:    
Equities
Total marketable securities
Short-term investment 13 13
Notes receivable at fair value, current portion 6,339 7,474
Notes receivable at fair value, non-current portion $ 1,622 $ 1,100
v3.23.2
Fair Value of Financial Assets and Liabilities (Details) - Schedule of Fair Value on a Recurring Basis - Fair Value, Inputs, Level 3 [Member] - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Short-term investment at December 31, 2022 $ 13
Short-term investment at June 30, 2023 13
Notes receivable at fair value, current portion at December 31, 2022 7,474
Notes receivable at fair value, non-current portion at December 31, 2022 1,100
Collection of principal outstanding (500)
Note receivable, Convergent Therapeutics, non-current portion (500)
Unrealized loss on note receivable (212)
Accrued interest receivable 77
Notes receivable at fair value, current portion at June 30, 2023 6,339
Note receivable, Convergent Therapeutics, non-current portion 500
Accrued interest receivable 22
Notes receivable at fair value, non-current portion at June 30, 2023 $ 1,622
v3.23.2
Leases (Details) - USD ($)
6 Months Ended
Sep. 23, 2022
Jun. 30, 2023
Jan. 11, 2023
Leases [Abstract]      
Lease commencement date, description   The initial term of the Company’s Lease is seven (7) years commencing on July 11, 2022 (“Commencement Date).  
Rent payment $ 49,368   $ 12,874
Increase rent amount $ 51,868 $ 13,502  
Lease cost   $ 400,000  
Lease term   5 years  
v3.23.2
Leases (Details) - Schedule of Lease Assets and Liabilities - Operating lease [Member]
$ in Thousands
Jun. 30, 2023
USD ($)
Assets:  
Operating lease right-of-use-assets $ 3,530
Liabilities:  
Current operating liabilities 353
Long -term operating liabilities 3,259
Total $ 3,612
v3.23.2
Leases (Details) - Schedule of Summarize Quantitative Information about The Company’s Operating Leases
Jun. 30, 2023
Schedule of summarize quantitative information about the company’s operating leases [Abstract]  
Weighted-average remaining lease term – operating leases (in years) 7 years
Weighted-average discount rate – operating leases 10.00%
v3.23.2
Leases (Details) - Schedule of Lease Expense to Current Period Operations - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Operating leases    
Operating lease cost $ 179 $ 313
Operating lease expense 179 313
Short-term lease rent expense 33 63
Net rent expense $ 212 $ 376
v3.23.2
Leases (Details) - Schedule of Supplemental Cash Flow Information Related To Leases
$ in Thousands
6 Months Ended
Jun. 30, 2023
USD ($)
Schedule of supplemental cash flow information related to leases [Abstract]  
Operating cash flows - operating leases $ 72
Right-of-use assets obtained in exchange for operating lease liabilities $ 2,796
v3.23.2
Leases (Details) - Schedule of Future Minimum Payments
$ in Thousands
Jun. 30, 2023
USD ($)
Schedule of future minimum payments [Member]  
Remaining Period Ended December 31, 2023 $ 327
Year Ended December 31, 2024 750
Year Ended December 31, 2025 688
Year Ended December 31, 2026 688
Year Ended December 31, 2027 688
Year Ended December 31, 2028 770
Thereafter 1,166
Total 5,077
Less present value discount (1,465)
Operating lease liabilities $ 3,612
v3.23.2
Net Loss per Share (Details) - Schedule of Computation of Diluted Loss Per Share - shares
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 475,166 643,404
Convertible preferred stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 34 34
Warrants to purchase common stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 444,796 444,796
Options to purchase common stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total 30,336 198,574
v3.23.2
Stockholders’ Equity and Convertible Preferred Stock (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Mar. 06, 2023
Jun. 27, 2023
Jan. 21, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Mar. 20, 2023
Stockholders’ Equity and Convertible Preferred Stock (Details) [Line Items]                
Shares cancelled (in Shares) 644,499             25,000
Common stock retirement shares $ 644,499              
Granted shares   $ 503,876            
Total fair value   2,700,000            
Restricted Stock, Value, Shares Issued Net of Tax Withholdings   1,300,000            
Share Buyback Program amount     $ 3,000,000          
Share repurchased (in Shares)           236,630    
Amount of cost           $ 0.9    
Price per share (in Dollars per share)       $ 3.97   $ 3.97    
Retired shares of treasury stock (in Shares) 644,499              
Original cost $ 3,800,000              
Stock-based compensation expense       $ 1,370,000 $ 105,000 $ 1,375,000 $ 105,000  
Estimated future stock-based compensation expense           7,000    
Over-Allotment Option [Member]                
Stockholders’ Equity and Convertible Preferred Stock (Details) [Line Items]                
Stock-based compensation expense           8,000 0  
Common Stock [Member]                
Stockholders’ Equity and Convertible Preferred Stock (Details) [Line Items]                
Granted shares   $ 1,033,591            
Stock-based compensation expense        
v3.23.2
Stockholders’ Equity and Convertible Preferred Stock (Details) - Schedule of Warrant Activity - Warrant [Member] - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Class of Warrant or Right [Line Items]    
Outstanding beginning balance, Warrants   444,796
Outstanding beginning balance, Weighted Average Exercise Price   $ 29.25
Outstanding beginning balance, Total Intrinsic Value  
Outstanding beginning balance, Weighted Average Remaining Contractual Life   3 years 2 months 12 days
Outstanding ending balance, Warrants 444,796  
Outstanding ending balance, Weighted Average Exercise Price $ 29.25  
Outstanding ending balance, Total Intrinsic Value  
Outstanding ending balance, Weighted Average Remaining Contractual Life 2 years 8 months 15 days  
v3.23.2
Stockholders’ Equity and Convertible Preferred Stock (Details) - Schedule of Restricted Stock Awards Activity
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Stockholders’ Equity and Convertible Preferred Stock (Details) - Schedule of Restricted Stock Awards Activity [Line Items]  
Number of Restricted Stock Awards, beginning balance | shares 8,068
Weighted Average Grant Day Fair Value, beginning balance | $ / shares $ 5.64
Number of Restricted Stock Awards, ending balance | shares
Weighted Average Grant Day Fair Value, ending balance | $ / shares
Number of Restricted Stock Awards, Granted | shares 529,715
Weighted Average Grant Day Fair Value, Granted | $ / shares $ 2.58
Number of Restricted Stock Awards, Vested | shares (537,783)
Weighted Average Grant Day Fair Value, Vested | $ / shares $ 2.63
v3.23.2
Stockholders’ Equity and Convertible Preferred Stock (Details) - Schedule of Stock Option Activity
6 Months Ended
Jun. 30, 2023
USD ($)
$ / shares
shares
Stockholders’ Equity and Convertible Preferred Stock (Details) - Schedule of Stock Option Activity [Line Items]  
Outstanding beginning balance, Number of Shares | shares 31,193
Outstanding beginning balance, Weighted Average Exercise Price | $ / shares $ 302.97
Outstanding ending balance, Intrinsic Value | $
Outstanding beginning balance, Weighted Average Remaining Contractual Life 7 years 10 months 24 days
Outstanding ending balance, Number of Shares | shares 30,336
Outstanding ending balance, Weighted Average Exercise Price | $ / shares $ 36.97
Outstanding ending balance, Intrinsic Value | $
Outstanding ending balance, Weighted Average Remaining Contractual Life 7 years 7 months 6 days
Number of Shares, Options vested and exercisable | shares 26,578
Weighted Average Exercise Price, Options vested and exercisable | $ / shares $ 41.35
Total Intrinsic Value, Options vested and exercisable | $
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable 7 years 6 months
Number of Shares, Employee options expired | shares (857)
Weighted Average Exercise Price, Employee options expired | $ / shares $ 9,719.07
v3.23.2
Revenue (Details) - Schedule of Total Revenues Disaggregated By Revenue - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Schedule of total revenues disaggregated by revenue [Abstract]        
Underwriting $ 43 $ 43
Commissions 14 14
Other 14 14
Total $ 71 $ 71
v3.23.2
Regulatory (Details)
$ in Millions
Jun. 30, 2023
USD ($)
Regulatory (Details) [Line Items]  
Net capital amount $ 0.1
Excess amount 7.2
Dominari Securities [Member]  
Regulatory (Details) [Line Items]  
Net capital amount $ 7.3
v3.23.2
Related Party Transaction (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Related Party Transaction [Abstract]    
Incurred fees $ 80 $ 600
v3.23.2
Segment Reporting (Details) - Schedule of Segment Profitability That Are Most Relied Upon By the Codm Are Gross Revenues and Net Loss - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Dominari Securities [Member]    
Segment Reporting Information [Line Items]    
Revenue $ 71 $ 71
Operating Costs    
General and administrative 6,957 8,056
Loss from operations (6,886) (7,985)
Other (expenses) income    
Interest income 44 44
Total other (expenses) income 44 44
Net loss (6,842) (7,941)
Legacy AIkido Pharma [Member]    
Segment Reporting Information [Line Items]    
Revenue  
Operating Costs    
General and administrative 2,123 4,857
Research and development 2 3
Loss from operations (2,125) (4,860)
Other (expenses) income    
Other income  
Interest income 116 253
Loss on marketable securities 400 335
Unrealized loss on note receivable (212) (212)
Total other (expenses) income 304 376
Net loss (1,821) (4,484)
Consolidated [Member]    
Segment Reporting Information [Line Items]    
Revenue 71 71
Operating Costs    
General and administrative 9,080 12,913
Research and development 2 3
Loss from operations (9,011) (12,845)
Other (expenses) income    
Other income
Interest income 160 297
Loss on marketable securities 400 335
Unrealized loss on note receivable (212) (212)
Total other (expenses) income 348 420
Net loss $ (8,663) $ (12,425)

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Dominari (NASDAQ:DOMH)
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