Michael Heltzen appointed as CEO bringing 20 years of global commercial leadership experience and a track record of successful launches and exitsAdditional industry veterans join in key roles including business development, finance, and communications MONROVIA, Calif., May 07, 2024 (GLOBE NEWSWIRE) --  Invizyne Technologies, Inc., a leading designer of cell-free, enzyme-based biomanufacturing systems to produce commercially important molecules and chemicals for everyday life, today announced the appointment ...

Addison, Texas, April 17, 2024 (GLOBE NEWSWIRE) -- MDB Capital Holdings, LLC, (NASDAQ:MDBH) ("MDB"), a public venture platform focused on launching category-leading deep technology companies, reported results for its fourth quarter and full year ended December 31, 2023, on form 10-K filed with the Securities and Exchange Commission, and will highlight recent corporate progress on today's call with management. "On the heels of completing our IPO on the NASDAQ in the third quarter of 2023, we've been working ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) MDB Capital Holdings operates as a public venture capital platform, founding and financing early-stage technology companies through its subsidiaries Public Ventures, PatentVest, and Invizyne - MDB operates a public venture capital model, acting as founders for early-stage tech companies, providing initial capital, and guiding them through development and financing, including IPOs[27](index=27&type=chunk)[28](index=28&type=chunk) - The company's platform is comprised of a group of companies: Public Ventures (financing), PatentVest (IP strategy), and partner companies like Invizyne (a synthetic biology firm)[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - MDB's investment criteria for partner companies include Tech Leadership Potential, Platform Technology, Early Inflection Point, Clear Market Insertion, Large Market Potential, and a Strong IP Position[23](index=23&type=chunk) - A key element of the business model is a community of over 500 sophisticated investors who support the partner companies with capital, knowledge, and a long-term focus[43](index=43&type=chunk)[44](index=44&type=chunk) [Our Group of Companies](index=11&type=section&id=Our%20Group%20of%20Companies) Operations are structured around Public Ventures (broker-dealer), PatentVest (IP strategy and legal services), and Invizyne (synthetic biology platform development) - **Public Ventures**, a wholly-owned broker-dealer, is the financing arm, specializing in microcap/smallcap companies and recently began self-clearing of US equities in January 2024[60](index=60&type=chunk)[63](index=63&type=chunk)[115](index=115&type=chunk) - **PatentVest** offers an "Innovation in a Box" process, using a proprietary database of over **148 million patents** to provide IP strategy and commercialization intelligence, also operating as a licensed law firm in Arizona[74](index=74&type=chunk)[85](index=85&type=chunk)[87](index=87&type=chunk) - **Invizyne**, a majority-owned partner company, is developing a cell-free enzymatic bioconversion platform (SimplePath™) to simplify the production of molecules, aiming for efficiency and scalability[89](index=89&type=chunk)[93](index=93&type=chunk) - Invizyne has demonstrated a **100,000x scale-up** of cannabigerolic acid (CBGA) production in the lab, from 1ml to 100 liters, and has received over **$10 million in grant funding**[96](index=96&type=chunk)[97](index=97&type=chunk) [Regulation](index=18&type=section&id=Regulation) The company's subsidiaries, Public Ventures and PatentVest, are subject to extensive regulation by the SEC, FINRA, and Arizona Supreme Court, alongside data protection and cybersecurity laws - Broker-dealer subsidiary **Public Ventures** is heavily regulated by the SEC and FINRA, covering capital requirements (SEC Rule 15c3-1), client conduct (SEC Regulation Best Interest), and anti-money laundering (USA PATRIOT Act)[103](index=103&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - The company is subject to numerous data privacy and cybersecurity laws, such as the Gramm-Leach-Bliley Act (GLBA), California Consumer Privacy Act (CCPA), and SEC Regulation S-P, requiring robust protection of client information[117](index=117&type=chunk)[120](index=120&type=chunk) - **PatentVest's** law firm is licensed as an Alternative Business Structure (ABS) in Arizona and is subject to the Arizona Supreme Court's rules regarding legal ethics, confidentiality, and lawyer independence[132](index=132&type=chunk)[133](index=133&type=chunk) [Human Capital](index=23&type=section&id=Human%20Capital) MDB and its subsidiaries employ approximately 40 full-time individuals and utilize an affiliated Nicaraguan company for outsourced support services - The company has approximately **40 full-time employees** across MDB, MDB Management, and Invizyne[137](index=137&type=chunk) - MDB utilizes an affiliated Nicaraguan company, MDB Capital S.A., for outsourced administrative support, research, and analytical services[138](index=138&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from its partnership tax structure, dependence on early-stage partner companies, extensive regulation, cybersecurity threats, IP protection challenges, and concentrated voting control - As a partnership for tax purposes, shareholders may be subject to U.S. federal income tax on their share of taxable income, regardless of whether they receive cash distributions[142](index=142&type=chunk)[143](index=143&type=chunk) - The business model's success is highly dependent on the performance of its early-stage partner companies, which have limited operating histories and face significant development, commercialization, and competition risks[157](index=157&type=chunk)[158](index=158&type=chunk) - The company's broker-dealer (Public Ventures) and law firm (PatentVest) are subject to extensive and complex regulations from the SEC, FINRA, and state authorities, with non-compliance potentially leading to fines or operational limitations[169](index=169&type=chunk)[248](index=248&type=chunk) - A dual-class share structure gives two individuals, through their ownership of all Class B Common Shares (**5 votes per share**), control over approximately **90.8% of the aggregate voting power**, significantly influencing all corporate actions[261](index=261&type=chunk) - The company is exposed to significant cybersecurity risks and stringent data protection laws, where a breach could lead to financial loss, reputational damage, and legal liability[194](index=194&type=chunk) [Unresolved Staff Comments](index=51&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company is not required to provide information for this item as it qualifies as a smaller reporting company - The company is not required to provide this information as it qualifies as a smaller reporting company[288](index=288&type=chunk) [Cybersecurity](index=51&type=section&id=Item%201C.%20Cybersecurity) A comprehensive cybersecurity program is in place, managed by the IT department, with regular Audit Committee updates, and no reportable breaches in fiscal year 2023 - The company has not experienced any reportable cybersecurity breaches during the fiscal year ended December 31, 2023[290](index=290&type=chunk) - A comprehensive cybersecurity program is in place, managed by the IT department, which includes robust governance measures like change management, multifactor authentication, data backups, and continuous security monitoring[291](index=291&type=chunk)[293](index=293&type=chunk) - Management provides the Audit Committee with regular cybersecurity updates, at least annually, covering risk assessments and the threat landscape[292](index=292&type=chunk) [Properties](index=52&type=section&id=Item%202.%20Properties) The company leases its principal executive offices in Addison, Texas, and additional office and laboratory space in Monrovia, California - The company's principal executive office is a leased space of approximately **5,500 sq. ft.** in Addison, TX, with the lease expiring in July 2030[294](index=294&type=chunk) - The company also leases approximately **9,800 sq. ft.** of office and laboratory space in Monrovia, CA, with this lease expiring in June 2029[295](index=295&type=chunk) [Legal Proceedings](index=52&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings, though it may encounter them in the ordinary course of business - The company is not currently subject to any material legal proceedings[297](index=297&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[298](index=298&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=52&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Class A Common Shares trade on Nasdaq, with Class B shares held by two individuals, and the company has not paid dividends but may make future distributions - Class A Common Shares are listed on Nasdaq under the symbol "**MDBH**" As of March 29, 2024, there were **4,295,632 Class A shares** and **5,000,000 Class B shares** outstanding[300](index=300&type=chunk)[301](index=301&type=chunk)[5](index=5&type=chunk) - The company has not paid dividends but may make future distributions of partner company securities, rights, or cash, though such distributions are not expected to be regular[303](index=303&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk) - The company completed its IPO on September 20, 2023, raising net proceeds of **$17,763,991** Approximately **$2.45 million** has been used for self-clearing operations, PatentVest expenses, and evaluating new partner companies[317](index=317&type=chunk)[318](index=318&type=chunk) [Selected Financial Data](index=55&type=section&id=Item%206.%20Selected%20Financial%20Data) The company is not required to provide information for this item as it qualifies as a smaller reporting company - The company is not required to provide this information as it qualifies as a smaller reporting company[322](index=322&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=55&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MDB reported an increased net loss of **$7.0 million** in 2023 due to higher compensation and IT costs, despite a significant rise in operating income to **$6.0 million**, with working capital strengthening to **$30.6 million** post-IPO Consolidated Results of Operations (Years Ended Dec 31) | Metric | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Total Operating Income, Net | $5,995,027 | $1,218,966 | | Total Operating Costs | $14,498,171 | $7,321,281 | | Net Operating Loss | ($8,503,144) | ($6,102,315) | | Net Loss Attributable to MDB | ($6,968,817) | ($5,314,053) | - The increase in net loss for 2023 was primarily due to a rise in compensation expense, which included **$4.1 million** related to restricted stock units that began vesting after the IPO[341](index=341&type=chunk) - Operating income increased by **$4.8 million (391.8%)** in 2023, driven by higher fee income from an investment banking deal and unrealized gains on warrants received as part of that deal[334](index=334&type=chunk)[336](index=336&type=chunk) - Working capital increased to **$30.6 million** at year-end 2023 from **$21.3 million** in 2022, primarily due to proceeds from the initial public offering[359](index=359&type=chunk) - Net cash used in operating activities was **$7.2 million** in 2023, while net cash provided by financing activities was **$17.8 million** from the IPO[358](index=358&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is not required to provide information for this item as it qualifies as a smaller reporting company - The company is not required to provide this information as it qualifies as a smaller reporting company[399](index=399&type=chunk) [Financial Statements and Supplementary Data](index=67&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's consolidated financial statements are incorporated by reference, beginning on page F-1 of the report - The company's consolidated financial statements are included starting on page F-1[400](index=400&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=67&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure occurred during the period - None[401](index=401&type=chunk) [Controls and Procedures](index=67&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of December 31, 2023, due to auditor-corrected misstatements, though prior year material weaknesses have been remediated through personnel and system enhancements - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to a deficiency from corrected misstatements by auditors[402](index=402&type=chunk)[408](index=408&type=chunk) - Material weaknesses identified as of December 31, 2022, related to inadequate accounting personnel, segregation of duties, and IT controls, have been addressed and corrected during fiscal year 2023[406](index=406&type=chunk)[409](index=409&type=chunk) - Remediation efforts included hiring multiple accounting personnel, enhancing IT controls, and implementing formal accounting policies and procedures[407](index=407&type=chunk)[410](index=410&type=chunk)[411](index=411&type=chunk) [Other Information](index=68&type=section&id=Item%209B.%20Other%20Information) No other information is reported for this item - None[414](index=414&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=69&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The seven-member board includes key executives, and as a "controlled company," MDB is exempt from some Nasdaq governance rules but maintains an independent audit committee and robust ethics policies - The board of directors consists of **seven members**, including CEO Christopher Marlett and Chief of Transactions Anthony DiGiandomenico[416](index=416&type=chunk) - MDB is a "controlled company" under Nasdaq rules because two individuals hold over **50% of the voting power**, exempting it from requirements like having a majority-independent board or a compensation committee[427](index=427&type=chunk) - The company has an audit committee comprised of **three independent directors**: Susanne Meline (Chair), Matt Hayden, and Sean Magennis, with Ms. Meline designated as a "financial expert"[426](index=426&type=chunk)[432](index=432&type=chunk) - Corporate governance policies include a code of business conduct, an insider trading policy with black-out periods, and a clawback policy for recovering excess incentive compensation following an accounting restatement[434](index=434&type=chunk)[435](index=435&type=chunk)[436](index=436&type=chunk) [Executive Compensation](index=74&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2023 included base salaries and significant RSU awards under the 2022 Equity Incentive Award Plan, with vesting tied to service and performance 2023 Named Executive Officer Compensation | Name and Principal Position | Year | Salary ($) | Option Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Christopher Marlett, CEO | 2023 | $350,000 | $12,650 | $362,650 | | Mo Hayat, Invizyne-CEO | 2023 | $300,000 | $151,800 | $451,800 | | Anthony DiGiandomenico, CTO | 2023 | $300,000 | $12,650 | $312,650 | - The company has a 2022 Equity Incentive Award Plan allowing for grants of stock options, RSUs, and other equity awards; as of Dec 31, 2023, **5,675,000 Class A Common Shares** were under outstanding awards, with **1,398,908 available** for future grant[464](index=464&type=chunk)[465](index=465&type=chunk) - Significant RSU awards have been granted to executives and key personnel, with vesting schedules tied to service length and performance metrics, such as achieving specific stock price and trading volume thresholds post-IPO[467](index=467&type=chunk)[468](index=468&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=78&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Voting power is highly concentrated, with Christopher Marlett and Anthony DiGiandomenico controlling **100% of Class B Common Shares** and **86.9% of combined voting power** Beneficial Ownership and Voting Power (as of March 29, 2024) | Name | Class A Shares (%) | Class B Shares (%) | Combined Voting Power (%) | | :--- | :--- | :--- | :--- | | Christopher Marlett | 2.1% | 75.1% | 65.3% | | Anthony DiGiandomenico | 0.7% | 24.9% | 21.6% | | All executive officers and directors as a group | 4.2% | 100.0% | 87.1% | - Voting power is based on **4,295,632 outstanding Class A shares** (1 vote each) and **5,000,000 outstanding Class B shares** (5 votes each)[473](index=473&type=chunk)[476](index=476&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=79&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Related party transactions primarily involve principal owners, including a **$1.12 million** service agreement payment in 2023 and a **$2.72 million** cash distribution in 2022, all subject to audit committee approval - The company has a service agreement with MDB Capital S.A., a Nicaraguan entity owned by Messrs. Marlett and DiGiandomenico; payments totaled **$1,123,401 in 2023** and **$1,107,313 in 2022**[480](index=480&type=chunk) - In July 2022, a cash distribution of **$2,723,700** was made to the two principal members as part of the company's reorganization[478](index=478&type=chunk)[484](index=484&type=chunk) - The company has a formal policy for the audit committee to review and approve all related party transactions, evaluating them for fairness and ensuring they are on terms no less favorable than those with unrelated third parties[485](index=485&type=chunk) [Principal Accountant Fees and Services](index=80&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company changed its auditor from BDO USA, P.C. to RBSM, LLP on December 20, 2023, with fees totaling **$285,000** for RBSM in 2023 and **$776,822** for BDO in 2022 - The company changed its auditor from BDO USA, P.C. to RBSM, LLP on December 20, 2023[488](index=488&type=chunk) Accountant Fees | Fee Type | 2023 (RBSM, LLP) ($) | 2022 (BDO USA, P.C.) ($) | | :--- | :--- | :--- | | Audit fees | $150,000 | $776,822 | | Audit-related fees | $135,000 | $0 | | **Total** | **$285,000** | **$776,822** | Part IV [Exhibits and Financial Statement Schedules](index=81&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section provides an index of consolidated financial statements, beginning on page F-1, and all exhibits filed with the Form 10-K - The consolidated financial statements for MDB Capital Holdings, LLC are filed as part of the report, beginning on page F-1[491](index=491&type=chunk) - An index of all exhibits filed with the Form 10-K is provided following the financial statements[492](index=492&type=chunk) [Form 10-K Summary](index=81&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has elected not to provide a summary of information under this item - The company has elected not to provide a summary[494](index=494&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Delaware 87-4366624 (State or other jurisdiction of incorporation or organization) 14135 Midway Road, Suite G-150 Addison, TX 75001 75001 (Ad ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 87-4366624 (State or other jurisdiction of incorporation or organization) 141 ...