Dominari Holdings Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number001-41845 DOMINARI HOLDINGS INC.(Exact name of registrant as specified in its charter) (212) 393-4540Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2025, the last business day of theregistrant’s most recently completed second fiscal quarter ended June 30, 2025: $54,480,644 based upon the closing sale price of ourcommon stock of $5.44 on June 30, 2025. Common stock held by each officer and director of outstanding shares of our common stockhas been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily aconclusive determination for other purposes. As of March 27, 2026, there were 22,613,781 shares of the registrant’s common stock issued and outstanding. DOMINARI HOLDINGS INC. TABLE OF CONTENTS PageSpecial Cautionary Notice Regarding Forward Looking StatementsiiiPart IItem 1. Business1Item 1A. Risk Factors7Item 1B. Unresolved Staff Comments23Item 1C. Cybersecurity23Item 2. Properties23Item 3. Legal Proceedings23Item 4. Mine Safety Disclosures23Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities24Item 6. [Reserved]24Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 7A. Quantitative and Qualitative Disclosures about Market Risk30Item 8. Consolidated Financial Statements and Supplementary Data Index to Financial StatementsF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure31Item 9A. Controls and Procedures31Item 9B. Other Information32Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections32PartIIIItem 10. Directors, Executive Officers and Corporate Governance33Item 11. Executive Compensation37Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters47Item 13. Certain Relationships and Related Transactions and Director Independenc