Wright Investors Service Holdings, Inc. Files 2023 Annual Report

TL;DR

<b>Wright Investors Service Holdings, Inc. has filed its 2023 10-K annual report, detailing its financial status and operations.</b>

AI Summary

Wright Investors Service Holdings, Inc. (IWSH) filed a Annual Report (10-K) with the SEC on March 27, 2024. Wright Investors Service Holdings, Inc. filed its 10-K annual report for the fiscal year ended December 31, 2023. The company is incorporated in Delaware and its IRS Employer Identification Number is 13-4005439. Its principal executive offices are located at 118 North Bedford Road, Suite 100, Mount Kisco, NY 10549. The company's common stock, $0.01 Par Value, is registered pursuant to Section 12(g) of the Act. Wright Investors Service Holdings, Inc. is classified as a non-accelerated filer and a smaller reporting company.

Why It Matters

For investors and stakeholders tracking Wright Investors Service Holdings, Inc., this filing contains several important signals. This filing provides a comprehensive overview of the company's financial performance and strategic positioning for the fiscal year 2023. As a smaller reporting company and non-accelerated filer, this report is crucial for understanding its regulatory compliance and operational scale.

Risk Assessment

Risk Level: low — Wright Investors Service Holdings, Inc. shows low risk based on this filing. The filing is a standard 10-K, indicating routine disclosure rather than immediate significant events.

Analyst Insight

Monitor future filings for financial performance trends and any changes in its filer status.

Key Numbers

• 2023-12-31 — Fiscal Year End (Report period)
• 2024-03-27 — Filing Date (Date of submission)
• 000-50587 — Commission File Number (SEC registration number)
• $0.01 — Par Value (Common Stock par value)

Key Players & Entities

• Wright Investors Service Holdings, Inc. (company) — Filer name
• 10-K (document) — Form type
• 2023-12-31 (date) — Fiscal year end
• 2024-03-27 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 13-4005439 (identifier) — IRS Employer Identification Number
• 118 North Bedford Road, Suite 100, Mount Kisco, NY 10549 (address) — Principal executive offices
• Common Stock, $0.01 Par Value (security) — Registered securities

FAQ

Industry Context

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

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, as evidenced by its 10-K filing.

What Investors Should Do

1. Review the full 10-K document for detailed financial statements and management discussion.
2. Analyze the company's business description and risk factors for operational insights.
3. Track future SEC filings for updates on financial performance and strategic initiatives.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-03-27: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This is the company's annual 10-K filing for the fiscal year ended December 31, 2023, following its previous filings.

Key Financial Figures

• $0.01 — Section 12(g) of the Act: Common Stock, $0.01 Par Value (Title of Class) Indicate
• $4,100 — ice space on a month to month basis for $4,100 per month in Mount Kisco, NY. Item 3.
• $0.25 — ly negotiated transaction at a price of $0.25 per share for an amount of approximatel
• $48,000 — er share for an amount of approximately $48,000. The Company did not repurchase any com

Filing Documents

• iwsh-20231231.htm (10-K) — 419KB
• ex21.htm (EX-21) — 3KB
• ex31_1.htm (EX-31.1) — 9KB
• ex31_2.htm (EX-31.2) — 9KB
• ex32.htm (EX-32) — 6KB
• 0001214659-24-005261.txt (&nbsp;) — 2821KB
• iwsh-20231231.xsd (EX-101.SCH) — 29KB
• iwsh-20231231_cal.xml (EX-101.CAL) — 25KB
• iwsh-20231231_def.xml (EX-101.DEF) — 129KB
• iwsh-20231231_lab.xml (EX-101.LAB) — 241KB
• iwsh-20231231_pre.xml (EX-101.PRE) — 121KB
• iwsh-20231231_htm.xml (XML) — 261KB

of this report incorporates

Part III of this report incorporates certain information by reference from the registrant's proxy statement for the 2023 annual meeting of stockholders, or an amendment to this Annual Report on Form 10-K, to be filed no later than 120 days after the close of the registrant's fiscal year ended December 31, 2023. TABLE OF CONTENTS Page PART I Item 1.

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 3 Item 1B. Unresolved Staff Comments 5 Item 1C Cybersecurity 5 Item 2.

Properties

Properties 6 Item 3.

Legal Proceedings

Legal Proceedings 6 Item 4. Mine Safety Disclosures 6 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7 Item 6.

Selected Financial Data

Selected Financial Data 7 Item 7.

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

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

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 9 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 10 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 23 Item 9A.

Controls and Procedures

Controls and Procedures 23 Item 9B. Other Information 23 PART III Item 10. Directors, Executive Officers and Corporate Governance 24 Item 11.

Executive Compensation

Executive Compensation 24 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 24 Item 13. Certain Relationships and Related Transactions, and Director Independence 24 Item 14. Principal Accounting Fees and Services 24 Item 15. Exhibits and Financial Statement Schedules 24 Item 16. Form 10-K Summary 25 PART IV

SIGNATURES

SIGNATURES 26 Table of Contents Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K contains "forward-looking Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words "may," "will," "anticipate," "should," "would," "believe," "contemplate," "could," "project," "predict," "expect," "estimate," "continue," and "intend," as well as other similar words and expressions of the future, are intended to identify forward-looking statements. These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon our opinions and estimates as of the date they are made. Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when eval

"Management's Discussion and Analysis of Financial Condition and Results of Operations", and elsewhere in this

Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations", and elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the "SEC") which are available on the SEC website at www.sec.gov. We undertake no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law. 1 Table of Contents PART I

Business

Item 1. Business. General Development of Business Wright Investors' Service Holdings, Inc. (the "Company", "Wright Holdings", "we" or "us") was incorporated on March 10, 1998. The Company's common stock is quoted on the OTC Pink Sheets and is traded under the symbol "iWSH". The Company currently has a substantial portion of its assets consisting of cash and cash equivalents and investments in U.S. Treasury Bills and mutual funds. Description of the Business of the Company The Company has no or nominal operations. As a result, the Company is a "shell company", as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a shell company, its stockholders will be unable to utilize Rule 144 of the Securities Act, or Rule 144 to sell "restricted stock" as defined in Rule 144 or otherwise use Rule 144 to sell stock of the Company, and the Company would be ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as the Company remains a shell company and other things, as a consequence, the offering, issuance and sale of its securities is likely to be more expensive and time consuming and may make the Company's securities less attractive to investors. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities. However, under the Investment Company Act of 1940, as amended (the "Investment Company Act"), a company may fall within the scope of being an "inadvertent investment company" under section 3(a)(1)(C) of such Act if the value of the Company's investment securities (as defined in the Investment Company Act) is more than 40% of the Company's total assets (exclusive of government securities, and cash and certain cash equivalents). The Company intends to evaluate and explore all available strategic options. The Compan

Risk Factors

Item 1A. Risk Factors.

RISK FACTORS

RISK FACTORS You should carefully consider the following risk factors relating to our business and the additional information in our other reports that we file with the SEC. The Company may be classified as an inadvertent investment company if we acquire investment securities in excess of 40% of our total assets. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. However, under the Investment Company Act, a company may fall within the scope of being an "inadvertent investment company" under section 3(a)(1)(C) of such Act if the value of its investment securities (as defined in the Investment Company Act) is more than 40% of its total assets (exclusive of government securities, and cash and certain cash equivalents). If the Company was required to register as an "investment company" under the Investment Company Act, applicable restrictions could make it impractical for the Company to continue its business as contemplated and could have a material adverse effect on us. The Investment Company Act and the rules thereunder contain detailed requirements for the organization and operation of investment companies. If we were required to register under the Investment Company Act, applicable restrictions and other requirements could have a material adverse effect on us. In the event that we were to be required to register as an investment company under the Investment Company Act, we would be forced to comply with substantive requirements under the Act, including: limitations on our ability to borrow; limitations on our capital structure; limitations on the issuance of debt and equity securities, restrictions on acquisitions of interests in partner companies; prohibitions on transactions with affiliates; prohibitions on the issuance of options and other limitations on our ability to compensate key employees; certain governance requirements,

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Cybersecurity

Item 1C. Cybersecurity The Company recognizes the importance of assessing, identifying, and managing material risks associated with cybersecurity threats (as defined in Item 106(a) of Regulation S-K). These risks include, among others, operational risks, fraud, and violation of privacy. The Company, a shell entity, does not have processes in place since cybersecurity is not a risk to the Company due to the size of the Company, nature of its operations, and the number of transactions during the year. As needed, and in order to keep the Company informed of new and evolving cybersecurity risks, the Company consults with external parties such as information technology experts about risk management and strategy. The audit committee assists the board of directors in fulfilling its oversight responsibilities with respect to the adequacy and effectiveness of the Company's information security policies and practices and the internal controls regarding information security risks. The board and its committees engage with management to discuss potential enterprise risks, including matters related to cybersecurity. We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations or financial condition. 5 Table of Contents

Properties

Item 2. Properties. The Company leases office space on a month to month basis for $4,100 per month in Mount Kisco, NY.

Legal Proceedings

Item 3. Legal Proceedings. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law (the "DGCL") provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. The Company's certificate of incorporation and bylaws provide that, subject to limited exceptions and requirements, the Company is required to indemnify its directors and officers, and each person serving at the request of the Company as a director, officer, incorporator, par

Mine Safety Disclosures

Item 4. Mine Safety Disclosures None. 6 Table of Contents PART II

Market for the Registrant's Common Equity

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters. The Company's common stock, $0.01 par value, is currently quoted on the OTC Pink Market under the symbol "iWSH". Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The Company did not declare or pay any cash dividends on its common stock in 2023 or 2022. The Company currently intends to retain future earnings to finance the growth and development of its business however, the directors will also consider alternative for distributing some or all of its cash and cash equivalents to stockholders. Purchases of Equity Securities The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. On April 5, 2022, in accordance with the Board of Directors' prior authorization, the Company purchased 192,750 shares of its common stock in a privately negotiated transaction at a price of $0.25 per share for an amount of approximately $48,000. The Company did not repurchase any common stock during the year ended December 31, 2023. At December 31, 2023 and 2022, the Company had repurchased an aggregate of 2,234,721 shares of its common stock and a total of 2,765,279 remained available for repurchase at December 31, 2023 and 2022 pursuant to the 5,000,000 shares repurchase plans.

Selected Financial Data

Item 6. Selected Financial Data. Not required.

Management's

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. General Overview The Company is a "shell company", as defined in Rule 12b-2 of the Exchange Act. Because the Company is a shell company, its stockholders are unable

View Full Filing

View this 10-K filing on SEC EDGAR