Dominari Holdings Pivots to Financial Services, Sheds Biotech

Ticker: DOMH · Form: 10-K · Filed: Mar 31, 2026 · CIK: 0000012239

Sentiment: mixed

Topics: Financial Services, Wealth Management, Investment Banking, Strategic Pivot, Acquisitions, Biotechnology Wind-down, Holding Company

TL;DR

**DOMH is ditching risky biotech for the cutthroat financial services arena; it's a high-stakes gamble on a complete business overhaul.**

AI Summary

Dominari Holdings Inc. (DOMH) is undergoing a significant strategic shift, transitioning from a biotechnology company to a financial services holding company. For the fiscal year ended December 31, 2025, the company continued to wind down its historical biotechnology assets held by Dominari Labs, LLC. Its primary focus is now on wealth management, investment banking, sales and trading, asset management, and insurance through its subsidiary, Dominari Financial Inc. Key acquisitions include 100% of a dually registered broker-dealer and investment advisor from Fieldpoint Private Bank & Trust, renamed Dominari Securities LLC, completed on March 27, 2023, for a total consideration of $3.4 million ($2.0 million initially and $1.4 million for the remaining 80%). The company also established Dominari Manager LLC and Dominari IM LLC in October 2023 to manage Dominari Master SPV LLC, and in June 2025, acquired a 90% membership interest in American Ventures Management LLC and American Ventures IM LLC to manage American Ventures LLC. The aggregate market value of voting stock held by non-affiliates was $54,480,644 as of June 30, 2025, based on a closing price of $5.44 per share.

Why It Matters

Dominari Holdings' aggressive pivot from biotechnology to financial services, marked by the acquisition of Dominari Securities LLC and the establishment of new investment vehicles, signals a complete transformation of its business model. This shift could offer investors exposure to a diversified financial services platform, potentially increasing revenue streams and market stability compared to the volatile biotech sector. However, it also places DOMH in direct competition with established financial giants, requiring significant capital and expertise to gain market share. Employees and customers of the acquired entities, like Fieldpoint Private Securities, LLC, will experience integration challenges and opportunities under the new Dominari brand, while the broader market will watch how this former biotech company navigates the highly regulated and competitive financial landscape.

Risk Assessment

Risk Level: high — The risk level is high due to the complete strategic pivot from biotechnology to financial services, which involves winding down existing assets and integrating new, complex operations. The company is entering a highly competitive and regulated industry with significant operational and compliance risks, as evidenced by the need for FINRA approval for its acquisition of Fieldpoint Private Securities, LLC. The success of this transition is highly dependent on the effective integration of new subsidiaries and the ability to compete with established financial institutions.

Analyst Insight

Investors should approach DOMH with caution, recognizing the significant execution risk involved in its strategic pivot. A 'wait and see' approach is advisable to assess the company's ability to successfully integrate its new financial services acquisitions and demonstrate consistent revenue growth and profitability in this new sector.

Key Numbers

Key Players & Entities

FAQ

What is Dominari Holdings Inc.'s primary business focus after its strategic shift?

Dominari Holdings Inc.'s primary business focus has shifted from biotechnology to financial services, encompassing wealth management, investment banking, sales and trading, asset management, and insurance, executed through its subsidiary Dominari Financial Inc.

When did Dominari Holdings Inc. acquire Dominari Securities LLC?

Dominari Holdings Inc., through Dominari Financial Inc., completed the acquisition of 100% of the membership interests in Fieldpoint Private Securities, LLC (renamed Dominari Securities LLC) on March 27, 2023, following an initial closing on October 4, 2022.

What was the total cost for Dominari Holdings Inc. to acquire Dominari Securities LLC?

The total consideration paid by Dominari Financial Inc. for the acquisition of Dominari Securities LLC (formerly Fieldpoint Private Securities, LLC) was $3.4 million, with $2.0 million paid at the initial closing and an additional $1.4 million at the second closing.

What services does Dominari Securities LLC offer?

Dominari Securities LLC offers a broad range of services including wealth management (full-service brokerage, wealth planning), investment banking (financial advisory, capital markets, fund placement), sales and trading (institutional equity/fixed income), asset management, and insurance products.

What is the aggregate market value of Dominari Holdings Inc.'s non-affiliate voting stock?

As of June 30, 2025, the aggregate market value of the voting stock held by non-affiliates of Dominari Holdings Inc. was $54,480,644, based on a closing sale price of $5.44 per share.

How many shares of common stock did Dominari Holdings Inc. have outstanding as of March 27, 2026?

As of March 27, 2026, Dominari Holdings Inc. had 22,613,781 shares of its common stock issued and outstanding.

What is Dominari Holdings Inc.'s strategy for growth in the financial services industry?

Dominari Holdings Inc.'s growth strategy in financial services involves organic growth, partnership opportunities, and acquisitions of third-party financial assets such as registered investment advisors, broker-dealers, asset management firms, fintech firms, and insurance brokers.

What role do Dominari Manager LLC and Dominari IM LLC play for Dominari Holdings Inc.?

Dominari Manager LLC is responsible for the day-to-day operations of Dominari Master SPV LLC, while Dominari IM LLC acts as the investment manager, providing investment advice and decisions for the Master SPV, both established in October 2023.

What are the risks associated with Dominari Holdings Inc.'s business transformation?

The risks include the challenges of winding down its biotechnology assets, integrating new financial services acquisitions, competing in a highly regulated and competitive industry, and the potential for operational and compliance issues in its new business segments.

How does Dominari Holdings Inc. plan to offer private equity investments?

Dominari Securities offers private equity investments through special purpose vehicles (SPVs), allowing investors to pool capital into specific investment projects in sectors like emerging technology, med-tech, defense, and AI, with Dominari Securities structuring and managing these SPVs.

Risk Factors

Industry Context

Dominari Holdings Inc. is navigating a significant transformation within the financial services sector, moving away from biotechnology. The industry is characterized by intense competition across wealth management, investment banking, sales and trading, and asset management. Key trends include the increasing importance of technology (fintech), consolidation through acquisitions, and a strong emphasis on regulatory compliance.

Regulatory Implications

As a financial services holding company, Dominari is subject to stringent regulations from bodies like the SEC and FINRA. Compliance with these evolving rules is critical for its subsidiaries, such as Dominari Securities LLC, which operates as a registered broker-dealer and investment advisor. Failure to comply could result in significant penalties and operational disruptions.

What Investors Should Do

  1. Monitor integration progress of acquired financial services entities.
  2. Assess the company's ability to navigate the competitive financial services landscape.
  3. Track regulatory compliance and any potential enforcement actions.
  4. Evaluate the effectiveness of the strategic shift away from biotechnology.

Key Dates

Glossary

Dominari Labs, LLC
A subsidiary of Dominari Holdings Inc. that historically held the company's biotechnology assets. (Represents the legacy business that the company is winding down as part of its strategic shift.)
Dominari Financial Inc.
A wholly owned subsidiary of Dominari Holdings Inc. that executes the company's growth strategy in the financial services industry. (The primary vehicle for the company's current and future operations in wealth management, investment banking, and asset management.)
Dominari Securities LLC
A dually registered broker-dealer and investment advisor, acquired from Fieldpoint Private Bank & Trust, now a subsidiary of Dominari Financial Inc. (A key acquisition that forms the core of the company's broker-dealer and investment advisory services.)
FINRA
Financial Industry Regulatory Authority, a self-regulatory organization that oversees broker-dealers in the United States. (Dominari Securities LLC is a member of FINRA, meaning it is subject to its rules and oversight, which is critical for compliance in the financial services sector.)
SEC
Securities and Exchange Commission, the U.S. government agency responsible for regulating the securities industry. (Dominari Securities LLC is registered with the SEC, highlighting the company's operations within the regulated securities market.)

Year-Over-Year Comparison

The company's filings indicate a profound shift from its historical biotechnology focus to a financial services holding company structure. While specific year-over-year financial metrics for the current fiscal year are not detailed in this excerpt, the narrative emphasizes the strategic pivot, including key acquisitions like Dominari Securities LLC and the expansion into asset management. This transition implies a fundamental change in revenue streams, operational risks, and the competitive landscape compared to previous filings focused on biotechnology R&D.

Filing Stats: 4,279 words · 17 min read · ~14 pages · Grade level 15.6 · Accepted 2026-03-31 08:12:50

Key Financial Figures

Filing Documents

Business

Item 1. Business 1

Risk Factors

Item 1A. Risk Factors 7

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 23

Cybersecurity

Item 1C. Cybersecurity 23

Properties

Item 2. Properties 23

Legal Proceedings

Item 3. Legal Proceedings 23

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 23 Part II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24

[Reserved]

Item 6. [Reserved] 24

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 25

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 30

Consolidated Financial Statements and Supplementary Data Index to Financial Statements

Item 8. Consolidated Financial Statements and Supplementary Data Index to Financial Statements F-1

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 31

Controls and Procedures

Item 9A. Controls and Procedures 31

Other Information

Item 9B. Other Information 32

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 32 Part III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 33

Executive Compensation

Item 11. Executive Compensation 37

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 47

Certain Relationships and Related Transactions and Director Independence

Item 13. Certain Relationships and Related Transactions and Director Independence 49

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 51 Part IV

Exhibits and Consolidated Financial Statement Schedules

Item 15. Exhibits and Consolidated Financial Statement Schedules 52

Form 10-K Summary

Item 16. Form 10-K Summary 55

Signatures

Signatures 56 i EXPLANATORY NOTE All references in this Annual Report on Form 10-K ("Annual Report") to "we," "us," "our" and the "Company" refer to Dominari Holdings Inc., a Delaware corporation, and its consolidated subsidiaries unless the context requires otherwise. ii SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS This Annual Report contains statements that the Company believes are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for the Company's business. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking be identified by the fact that they do not relate strictly to historical or current facts. When used in this in this Annual Report, words such as "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "seek," "should," "strive," "target," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking stateme

BUSINESS

Item 1. BUSINESS Dominari Holdings Inc. ("Dominari") is a holding company that, through its various subsidiaries, is engaged in wealth management, investment banking, sales and trading, asset management and insurance. In addition to capital investment, Dominari provides management support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure. Dominari and its subsidiaries are collectively referred to herein as "Company," "we," "our" or "us." Dominari Financial Inc. ("Dominari Financial"), a wholly owned subsidiary of Dominari, executes the Company's growth strategy in the financial services industry. In addition to organic growth, Dominari Financial seeks partnership opportunities and acquisitions of third-party financial assets such as registered investment advisors and businesses, broker dealers, asset management and fintech firms, and insurance brokers. Our first transaction in furtherance of our growth in the financial services industry, the acquisition of 100% of a dually registered broker dealer and investment advisor from Fieldpoint Private Bank & Trust ("Fieldpoint"), was consummated on March 27, 2023. The newly acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities LLC ("Dominari Securities") and is a wholly owned subsidiary of Dominari Financial. History Dominari Holdings Inc. (the "Company"), formerly AIkido Pharma, Inc., was founded in 1967 as Spherix Incorporated. Since 2017, the Company operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. The Company is in the process of winding down its historical pipeline of biotechnology assets held by Dominari Labs, LLC (formerly AIkido Labs, LLC). In an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc.

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