MDB Capital Holdings LLC-A 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDEDSEPTEMBER 30,2025 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) Securities registered pursuant to Section 12(b) of the Exchange Act: None Class A Common Shares, representing LimitedLiability Interests MDBH Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the last 90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith 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☒ As of November 13, 2025, the number of outstanding shares of Class A Common Shares, representing limited liability interests, of theregistrant was5,138,632. PageNumberPART IFINANCIAL INFORMATION2Item 1Unaudited Condensed Consolidated Financial Statements2Condensed Consolidated Balance Sheets – Unaudited September 30, 2025 and December 31, 20242Unaudited Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2025 and 20243Unaudited Condensed Consolidated Statements of Changes in Equity – Three and Nine Months Ended September 30, 2025 and 20244Unaudited Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 20245Notes to Unaudited Condensed Consolidated Financial Statements6Item 2Management’s Discussion and Analysis of Financial Conditions and Results of Operations28Item 3Quantitative and Qualitative Disclosures About Market Risk38Item 4Controls and Procedures38PART IIOTHER INFORMATION39Item 1Legal Proceedings39Item 1ARisk Factors39Item 2Unregistered Sales of Equity Securities and Use of Proceeds38Item 3Defaults upon Senior Securities39Item 4Mine Safety Disclosures39Item 5Other Information39Item 6Exhibits391 PART I – FINANCIAL INFORMATION UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MDB CAPITAL HOLDINGS, LLC CONDENSED CONSOLIDATED BALANCE SHEETS MDB CAPITAL HOLDINGS, LLC MDB CAPITAL HOLDINGS, LLC CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported within the condensedconsolidated balance sheets to the total of the same such amounts shown in the unaudited condensed consolidated statements of cash flows: MDB CAPITAL HOLDINGS, LLC NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) Nine Months Ended September 30, 2025 and 2024 1.Organization and Description of Business MDB Capital Holdings, LLC (“the Company” or “MDB”), a Delaware limited liability company, is a holding company that has three wholly-owned subsidiaries: MDB CG Management Company (“MDB Management”); Public Ventures, LLC, d/b/a MDB Capital (“Public Ventures”);and PatentVest, Inc. (“PatentVest”), one majority owned subsidiary, MDB Minnesota One (“M1”), and one minority owned companyeXoZymes Inc., formerly known as Invizyne Technologies, Inc., (“eXoZymes”), that was majority owned and is consolidated up to untilNovember 14, 2024, when eXoZymes issued securities in its IPO and no longer majority owned by MDB. MDB Management is principally an “administrative” entity whose purpose is to conduct, and wherever possible, to consolidate sharedservices/resources, for our US-based operations. Public Ventures is a U.S. registered broker-dealer under the Securities Exchange Act of 1934 (“Exchange Act”), and is a member of theFinancial Industry Regulatory Authority (“FINRA”) and the Texas State Securities Board. Public Ventures operate