Wright Investors Service Holdings, Inc. Files 10-K/A Amendment

TL;DR

<b>Wright Investors Service Holdings, Inc. has filed an amendment to its 2023 annual report.</b>

AI Summary

Wright Investors Service Holdings, Inc. (IWSH) filed a Amended Annual Report (10-K/A) with the SEC on April 29, 2024. Wright Investors Service Holdings, Inc. filed an amendment (10-K/A) to its annual report. The filing covers the fiscal year ended December 31, 2023. The company's principal executive offices are located at 118 North Bedford Road, Suite 100, Mount Kisco, NY 10549. Wright Investors Service Holdings, Inc. is incorporated in Delaware. The company's common stock has a par value of $0.01.

Why It Matters

For investors and stakeholders tracking Wright Investors Service Holdings, Inc., this filing contains several important signals. This amendment indicates a potential update or correction to previously filed information for the fiscal year 2023. The filing provides specific details about the company's legal structure, location, and registered securities.

Risk Assessment

Risk Level: low — Wright Investors Service Holdings, Inc. shows low risk based on this filing. The filing is an amendment to a 10-K, suggesting it's a procedural update rather than a significant event, and no specific financial or operational changes are detailed in the provided header information.

Analyst Insight

Review the full amended 10-K filing to understand the specific changes or corrections made by Wright Investors Service Holdings, Inc.

Key Numbers

• 2023-12-31 — Fiscal Year End (Fiscal year ended December 31, 2023)
• 000-50587 — Commission File Number (SEC Commission file Number)
• 13-4005439 — IRS Employer Identification Number (IRS Number)
• 0001279715 — Central Index Key (Company Central Index Key)
• 2024-04-29 — Filing Date (Filed as of Date)

Key Players & Entities

• Wright Investors Service Holdings, Inc. (company) — Registrant
• 118 North Bedford Road, Suite 100, Mount Kisco, NY 10549 (company) — Business Address
• Delaware (company) — State of Incorporation
• NATIONAL PATENT DEVELOPMENT CORP (company) — Former Company Name

FAQ

Industry Context

Wright Investors Service Holdings, Inc. operates within the investment advice industry.

Regulatory Implications

The company is subject to SEC regulations for its filings, including annual reports.

What Investors Should Do

1. Obtain and review the full 10-K/A filing for Wright Investors Service Holdings, Inc.
2. Analyze the specific amendments made in this filing compared to the original 10-K.
3. Assess any new disclosures or changes in financial or operational information.

Year-Over-Year Comparison

This is an amendment (10-K/A) to the annual report, indicating updates or corrections to previously submitted information for the fiscal year 2023.

Key Financial Figures

• $0.01 — ction 12(g) of the Act: Common Stock, $0.01 Par Value (Title of Class) Indicate
• $300,000 — cutive Officer, has an annual salary of $300,000 to reflect his duties in exploring stra
• $5,000 — 25, 2019. Mr. Kahn has an agreed fee of $5,000 per month. 5 Table of Contents DIR

Filing Documents

• p42724010ka1.htm (10-K/A) — 104KB
• ex31_1.htm (EX-31.1) — 9KB
• ex31_2.htm (EX-31.2) — 9KB
• 0001214659-24-007670.txt (&nbsp;) — 356KB
• iwsh-20231231.xsd (EX-101.SCH) — 3KB
• iwsh-20231231_lab.xml (EX-101.LAB) — 36KB
• iwsh-20231231_pre.xml (EX-101.PRE) — 24KB
• p42724010ka1_htm.xml (XML) — 7KB

Executive Compensation

Executive Compensation 4 Item 12.

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 7 Item 13. Certain Relationships and Related Transactions, and Director Independence 9 Item 14. Principal Accounting Fees and Services 10 PART IV Item 15. Exhibits and Financial Statement Schedules 10

SIGNATURES

SIGNATURES 11 Table of Contents PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors Set forth below are the names of, and certain biographical information regarding, the directors of the Company. The Board of Directors currently consists of three directors. Harvey P. Eisen , 81, has served as Chairman of the board of directors and Chief Executive Officer of the Company since June 2007 and also has served as its President since July 2007. Mr. Eisen has served as a director of the Company since 2004. Mr. Eisen has served as Chairman and Managing Member of Bedford Oak Advisors, LLC, an investment partnership ("Bedford Oak"), since 1998 and was Chairman and Director of GP Strategies Corporation, a global performance solutions provider ("GP Strategies") from 2004 to 2018. Mr. Eisen has also served on the board of directors of VerifyMe, Inc., a provider of physical, cyber and biometric security solutions from April 2018 through February 2019. Mr. Eisen was previously Senior Vice President of Travelers, Inc. and held various executive positions with Primerica, SunAmerica Corp., and Integrated Resources Asset Management. Mr. Eisen was president and portfolio manager of Eisen Capital Management for 10 years. He began his career as an analyst with Stifel, Nicolaus & Co. and Wertheim. Mr. Eisen has served on the Strategic Development Board for the Trulaske College of Business, University of Missouri from 1995 through 2020 where he established the first accredited course on the Warren Buffett Principles of Investing. He also serves on the University's Investment Advisory Committee. Mr. Eisen is qualified to serve on our board of directors and brings valuable insight to our board of directors as a result of his broad range of business skills and his financial literacy and expertise and executive and management leadership skills. Mr. Eisen developed these skills and expertise during his long and successful business career as Chairman and Managing Member of Bedford Oak, a Senior Vic

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION The Company has elected to use the Smaller Reporting Company rules issued by the SEC regarding the disclosure of executive compensation. The Company had two executive officers (our "named executive officers") including the principal executive officer at the end of the last completed fiscal year. Consequently, we are providing a Summary Compensation Table covering 2023 and 2022 compensation for these two individuals. SUMMARY COMPENSATION TABLE The table below summarizes the total compensation paid to or earned by each of the Company's Principal Executive Officer and to the Named Executive Officer for the fiscal years ended December 31, 2023 and 2022. Name and Principal Position Year Salary Bonus All Other Compensation Total ($) ($) ($) ($) Harvey P. Eisen, Chairman of the Board and Chief Executive Officer (Principal Executive 2023 300,000 0 0 300,000 Officer) 2022 300,000 0 0 300,000 Harold D. Kahn, Acting Chief Financial Officer and Acting Principal Accounting Officer 2023 2022 60,000 60,000 0 0 0 0 60,000 60,000 The named executive officers did not hold any unexercised and vested options to purchase shares of common stock of the Company at December 31, 2023. 4 Table of Contents Overview of Material Compensation Arrangements with Our Named Executive Officers The following is a summary of the material terms of employment and compensation arrangements pursuant to which compensation was paid to our named executive officers for their service with the Company or its subsidiaries for the fiscal year ended December 31, 2023. Harvey P. Eisen Harvey P. Eisen, the Company's Chairman, President, and Chief Executive Officer, has an annual salary of $300,000 to reflect his duties in exploring strategic alternatives for the Company. Harold D. Kahn The Board of Directors appointed Harold D. Kahn as Acting Chief Financial Officer and Acting Chief Accounting Officer effective March

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Principal Stockholders

Security Ownership of Principal Stockholders The following table sets forth the number of shares of common stock beneficially owned as of April 29, 2024 by each person who is known by the Company to own beneficially more than five percent of outstanding Company common stock other than executive officers or directors of the Company, whose beneficial ownership is reflected in the Security Ownership of Directors and Executive Officers table below. There were 20,620,711 shares of Company common stock outstanding on April 29, 2024.

Security Ownership of Principal Stockholders

Security Ownership of Principal Stockholders Table Name and Address of Beneficial Owner Amount and Nature of Beneficial Percent of Class Bedford Oak Advisors, LLC 118 North Bedford Road, Suite 100 Mount Kisco, NY 10549 6,093,669 (1) 29.55% William H. Miller III 3,509,838 (2) 17.02% (1) Based on a Schedule 13D/A filed jointly by Bedford Oak Advisors, LLC ("Bedford Oak"), Bedford Oak Capital, L.P. ("Capital"), Bedford Oak Acorn, L.P. ("Acorn") and Mr. Eisen with the SEC on January 4, 2021, Mr. Eisen is deemed to have beneficial ownership of such shares by virtue of his position as managing member of Bedford Oak, the investment manager of Capital and Acorn and certain other private investment partnerships. Mr. Eisen beneficially owned at such date an aggregate of 29.55% of the Company's common stock, which percentage includes the 26.73% beneficially owned by Bedford Oak Advisors, LLC. See Security Ownership of Directors and Executive Officers table below. (2) Based on Form 5 filed by William H. Miller III with the SEC on February 14, 2023. 7 Table of Contents

Security Ownership of Directors and Executive

Security Ownership of Directors and Executive Officers The following table sets forth the beneficial ownership of Company outstanding common stock as of April 29, 2024 by each person who is a director or named executive officer of the Company as of such date, naming each such person, and all persons who are directors and executive officers of the Company as of such date, as a group.

Security Ownership of Directors and Executive

Security Ownership of Directors and Executive Officers Table Name Amount and Nature of Beneficial Percent of Class Harvey P. Eisen 6,093,669 (1) 29.55% Dort Cameron III 833,109 4.04% Lawrence G. Schafran 822,810 3.99% Harold D. Kahn 0 0% Directors and executive officers as a group (4 persons) (2) 7,749,588 37.58% (1) Includes 5,511,169 shares of Company common stock beneficially owned by Bedford Oak, Capital and Acorn. Mr. Eisen is deemed to have beneficial ownership of such shares by virtue of his position as managing member of Bedford Oak, the investment manager of Capital and Acorn. See footnote 1 to Principal Stockholders table above. (2) Includes Messrs. Schafran, and Cameron, each of whom is currently a director of the Company, and Mr. Eisen who is currently a director and a named executive officer of the Company and Mr. Kahn who is a named executive officer of the Company. 8 Table of Contents Equity Compensation Plan Information The Company no longer has any existing equity compensation plans that have been approved by stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Other Compensation See the narrative disclosure following the Summary Compensation Table and the Outstanding Equity Awards at Fiscal Year-End Table in "Item 11. Executive Compensation" for summaries of the compensation arrangements and agreements in which the Company and its executive officers and directors are participants. Director Independence Since the adoption of the Sarbanes-Oxley Act in July 2002, there has been growing public and regulatory focus on the independence of directors. The Company is not subject to the listing requirements of any securities exchange, including Nasdaq, because the Company's common stock is traded on the OTC Pink Sheets. However, in July 2007, the Board of Directors adopted the standards for independence for Nasdaq-listed companies, and the independence determinations that follow are based upon the criteria established by Nasdaq for determining director independence and upon the criteria established by Nasdaq and the SEC for determining Audit Committee member independence. The Board of Directors determines the independence of its members through a consideration of all relevant facts and circumstances, including an assessment of the materiality of any relationship between the Company and a director. In making each of these independence determinations, the Board of Directors considered and assessed, from the standpoint of materiality and independence, all of the information provided by each director in response to inquiries concerning his independence and any direct or indirect business, family, employment, transactional or other relationship or affiliation of such director with the Company. Using the objective and has reviewed all relationships between each director and the Company and, based on this review, th

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The fees billed for services rendered for 2023 and 2022 by EisnerAmper LLP ( Fort Lauderdale, Florida , PCAOB ID: 274 ), were as follows: 2023 2022 Audit Fees (1) $ 62,500 $ 57,000 (1) Audit fees consisted principally of fees for the audit of the annual financial statements and reviews of the condensed consolidated

financial statements included in the Company's quarterly reports on Form 10-Q and review

financial statements included in the Company's quarterly reports on Form 10-Q and review of the Company's Forms 10-K and 10K/A containing proxy statement disclosure. Policy on Pre-Approval of Services Provided by Independent Auditor Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the terms of the engagement of EisnerAmper LLP are subject to specific pre-approval policies. In 2023 and 2022, all audit services and other services to be performed by EisnerAmper LLP were pre-approved by the Audit Committee in accordance with pre-approval policies established by the Board of Directors. The procedures require that all proposed engagements of EisnerAmper LLP for services of any kind be directed to the Audit Committee prior to the beginning of any service. All services provided by the independent registered public accounting firm for 2023 and 2022 were approved in advance by the Audit Committee of the Board of Directors. PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES See accompanying Index to Exhibits. 10 Table of Contents

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WRIGHT INVESTORS' SERVICE HOLDINGS, INC. Date: April 29, 2024 By: /s/ HARVEY P. EISEN Name: Harvey P. Eisen Title: Chairman, President, and Chief Executive Officer (Principal Executive Officer) 11 Table of Contents INDEX TO EXHIBITS Number Description 31.1 * Certification of Principal Executive Officer 31.2 * Certification of Principal Financial Officer * Filed herewith 12

View Full Filing

View this 10-K/A filing on SEC EDGAR