MDB Capital Holdings, LLC 10-K for FY2023

MDB Capital Holdings, LLC (MDBH)

10-K 2024-03-29 For: 2023-12-31

Added on April 10, 2026

About this 10-K

MDB Capital Holdings, LLC filed this 10-K on March 29, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $6.97M; compared with a net loss of $5.31M a year earlier

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Shares, representing Limited Liability Interests		MDBH		Nasdaq Capital Markets

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☒
		Emerging Growth Company	☒

			Page
Part I
	Item 1.	Business	5
	Item 1A.	Risk Factors	24
	Item 1B.	Unresolved Staff Comments	51
	Item 1C	Cybersecurity	51
	Item 2.	Properties	52
	Item 3.	Legal Proceedings	52
	Item 4.	Mine Safety Disclosures	52

Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	52
	Item 6.	Selected Financial Data	55
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	67
	Item 8.	Financial Statements and Supplementary Data	67
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	67
	Item 9A.	Controls and Procedures	67
	Item 9B.	Other Information	68

Part III
	Item 10.	Directors, Executive Officers and Corporate Governance	69
	Item 11.	Executive Compensation	74
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	78
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	79
	Item 14.	Principal Accountant Fees and Services	80

Part IV
	Item 15.	Exhibits and Financial Statement Schedules	81
	Item 16.	Form 10-K Summary	81
	Signatures		82

	●	our future financial performance, including our expectations regarding our net revenue, operating expenses, and our ability to achieve and maintain future profitability;

	●	our business plan and our ability to effectively manage our overall operations and growth, particularly in respect of our partner companies;

	●	our ability to anticipate trends, growth rates, and challenges in our securities brokerage and related businesses as broker dealer regulation evolves;

	●	our ability to evaluate potential partner companies and assess their potential growth and the challenges of their business;

	●	our ability to evaluate the product and service development of the partner companies, product and service acceptance of the partner companies, and the inherent uncertainty of their product and service development and commercialization;

	●	how our partner companies are able to be financed and our ability to provide shareholder value to our holders of Class A Stock and Class B Stock;

	●	regulatory, legislative and judicial developments that impact our businesses and those of the partner companies and our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business and those of the partner companies;

	●	the ability of our group companies to protect their respective intellectual property;

	●	our relationships with our clients and service providers;

	●	our ability to identify, complete and integrate potential strategic acquisitions of complementary companies, products, services, or technologies and our ability to successfully integrate such companies or assets into our overall structure;

	●	general economic conditions and trends and their impact on businesses of the group companies;

	●	increased expenses associated with being a public company;

	●	our ability to attract and retain qualified personnel;

	●	our ability to raise equity and debt capital to fund our operations and growth strategy, including possible developmental businesses and acquisitions; and

	●	future revenue being lower than expected;

	Tech Leadership Potential: Target companies must offer a well-defined technological edge that carves out new niches within the tech landscape.

	Platform Technology: The core technology should be versatile, with potential applications across a range of vertical markets or medical indications.

	Early Inflection Point: Prospective companies should be at a juncture where the technology’s commercial viability can be proven within a feasible timeframe and at a justifiable cost.

	Clear Market Insertion: The technology must be disruptive enough to motivate channel partners or gatekeepers to facilitate smooth market entry.

	Large Market Potential: There should be a significant market opportunity, with the technology addressing substantial, unmet needs.

	Strong IP Position: A robust intellectual property strategy is crucial, featuring broad, defensible claims that ensure a lasting competitive advantage.

	●	Simplified reactions;

	●	More flexible systems with variants made by swapping single or group of enzymes

	●	Increased scalability;

	●	Faster and cheaper R&D; and

	●	Lower cost due to higher productivity and lower CapEx.

	●	to determine the composition and to elect the board of directors;
	●	to amend or prevent a change in our operating agreement;
	●	to effect or prevent a merger, sale of assets or other corporate transaction; and
	●	to control the outcome of any other matter submitted to our shareholders for vote.

	●	had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

	●	in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

	●	in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

	●	price and volume fluctuations in the overall stock market from time to time;

	●	investor demand for our Class A Common Shares;
	●	significant volatility in the market price and trading volume of companies operating in the diverse businesses of our core companies and our partner companies;

	●	variations in our operating results and market conditions specific to our businesses sectors;

	●	the emergence of new competitors or new technologies of our partner companies;

	●	operating and market price performance of other companies that investors deem comparable;

	●	changes or departures of any of our board of directors, senior management or key employees;

	●	commencement of, or involvement in, litigation;

	●	changes in governmental regulations;

	●	actual or anticipated changes in our earnings, and fluctuations in our quarterly operating results; and

	●	general economic conditions and trends.

Plan category	Number of securities to be issued upon exercise of outstanding awards			Weighted-average exercise price of outstanding awards		Number of securities remaining available for future issuance under equity compensation plans
2022 Equity Incentive Award Plan, approved by security holders*		5,675,000	**	$	0.00	$	1,398,908
Equity award plans not approved by security holders		-			-		-
Total		5,675,000	**	$	0.00		1,398,908

	2023			2022			$ Change			% Change
Operating income:
Unrealized gain (loss) on investment securities, net (from our licensed broker dealer)	$	1,503,649		$	15,433		$	1,488,216			9,643.1	%
Realized gain (loss) on investment securities (from our licensed broker dealer)		8			(7	)		15			214.3	%
Fee income (from our licensed broker dealer)		4,233,120			1,115,001			3,118,119			279.7	%
Impairment of investment securities		(50,000	)		-			(50,000	)		(100.0	)%
Other operating income		308,250			88,539			219,711			248.2	%
Total operating income, net		5,995,027			1,218,966			4,776,061			391.8	%

Operating costs:
General and administrative costs:
Compensation		8,627,022			2,822,693			5,804,329			205.6	%
Operating expense, related party		1,123,401			1,107,313			16,088			1.5	%
Professional fees		1,695,017			1,653,760			41,257			2.5	%
Information technology		602,393			348,621			253,772			72.8	%
Clearing and other charges		389,963			16,112			373,851			2,320.3	%
General and administrative-other		1,532,197			1,024,697			507,500			49.5	%
Total general and administrative costs		13,969,993			6,973,196			6,996,797			100.3	%
Research and development costs		528,178			348,085			180,093			51.7	%
Total operating costs		14,498,171			7,321,281			7,176,890			98.0	%
Net operating loss		(8,503,144	)		(6,102,315	)		(2,400,829	)		39.3	%
Other income and (expense):
Interest income (from U.S. Treasury Bills)		919,345			227,249			692,096			304.6	%
Loss before income taxes		(7,583,799	)		(5,875,066	)		(1,708,733	)		29.1	%
Income taxes		127,918			-			127,918			100.0	%
Net loss		(7,711,717	)		(5,875,066	)		(1,836,651	)		31.3	%
Less net loss attributable to non-controlling interests		(742,900	)		(561,013	)		(181,887	)		32.4	%
Net loss attributable to MDB Capital Holdings, LLC	$	(6,968,817	)	$	(5,314,053	)	$	(1,654,764	)		31.1	%

	●	Compensation Expense: The increase in compensation expense was driven by the continued hiring of additional employees in the latter half of 2022 to support the anticipated growth in operations, as well as $4.1 million of restricted stock units expense that began to vest with the filing of the IPO in September 2023.
	●	Related Party Operating Expenses and Professional Fees: Remained constant in 2023 as compared to 2022.
	●	Information Technology Costs: The increase in information technology costs compared to the prior year was due to investments in infrastructure, website development, and other technology expenses as part of the preparation for becoming a self-clearing broker-dealer.
	●	Clearing and Other Charges: The increase in clearing and other charges was directly linked to the attorney fees and placement agent fees paid out as part of an investment banking deal in the second quarter of 2023.
	●	Other General and Administrative Costs: The increase in other general and administrative costs resulted from the addition of the Addison lease, which was occupied in December 2022, and the second portion of the Monrovia lease for Invizyne, which was occupied in July 2023, as well as an increase in travel and conference expenses from the prior year.

	●	Compensation Expense: The increase in compensation expense was driven by the continued hiring of additional employees in the in the later half of 2022 to support the anticipated growth in operations.
	●	Related Party Operating Expenses: There was a slight decline in related party operating expenses due to reallocation of outsourcing support to other parts of the business.
	●	Professional Fees: Audit fees, tax return preparation fees were reduced over the period from the prior comparative period due to higher activity for the audits for multiple prior years in the prior period.
	●	Information Technology Costs: The increase in information technology costs compared to the prior year was due to investments in infrastructure, website development, and other technology expenses as part of the preparation for becoming a self-clearing broker-dealer.
	●	Clearing and Other Charges: The increase in clearing and other charges was directly linked to the attorney fees and placement agent fees paid out as part of an investment banking deal in the second quarter of 2023.
	●	Other General and Administrative Costs: The increase in other general and administrative costs resulted from an increase in travel and conference expenses from the prior year.

	●	Compensation Expense: The increase in compensation expense was driven by the continued hiring of additional employees in the fourth quarter of 2023 to support the anticipated growth in operations.
	●	Professional Fees: The increase in professional fees compared to previous period was a result of legal, tax, audit, and consulting fees related completion of year-end financial audits and preparation of tax returns.
	●	Other General and Administrative Costs: While there was an increase in rent expense due to the new lease property, there was an overall decrease in other general and administrative costs was primarily driven by a decrease in professional fees related to the filing of patent.

	December 31, 2023			December 31, 2022			$ Change			% Change
ASSETS
Cash and cash equivalents	$	6,109,806		$	4,952,624		$	(2,842,818	)		(57.4	)%
Cash segregated in compliance with regulations		1,247,881			-			1,247,881			100.0	%
Grants receivable		882,319			809,532			72,787			9.0	%
Clearing deposits		260,000			-			260,000			100.0	%
Prepaid expenses and other current assets		523,788			309,818			213,970			69.1	%
Investment securities, at amortized cost (U.S. Treasury Bills)		24,658,611			16,188,920			8,469,691			52.3	%
Investment securities, at fair value (held by our licensed broker dealer) (Notes 1 and 2)		5,771,634			832,577			4,939,057			593.2	%
Investment securities, at cost less impairment (held by our licensed broker dealer)		-			50,000			(50,000	)		(100.0	)%
Investment securities, at cost less impairment		200,000			200,000			-			0.0	%
Deferred offering cost		69,303			323,224			(253,921	)		(78.6	)%
Deferred costs related to deferred revenue		75,328			-			75,328			100.0	%
Property and equipment, net		866,490			624,644			241,846			38.7	%
Operating lease right-of-use asset, net		2,320,119			1,409,732			910,387			64.6	%
Total assets	$	42,985,279		$	25,701,071		$	17,284,208			67.3	%

LIABILITIES AND EQUITY
Accounts payable	$	578,214		$	698,782		$	(120,568	)		(17.3	)%
Accrued expenses		1,105,078			254,745			850,333			333.8	%
Payables to non-customers		1,405,293			-			1,405,293			100.0	%
Deferred grant reimbursement		140,703			214,998			(74,295	)		(34.6	)%
Deferred revenue		20,000			-			20,000			100.0	%
Operating lease liability		2,415,889			1,423,538			992,351			69.7	%
Total liabilities		5,665,177			2,592,063			3,073,114			118.6	%
Equity:
Paid-in-capital		49,405,779			27,764,453			21,641,326			77.9	%
Accumulated deficit		(12,092,927	)		(5,124,110	)		(6,968,817	)		136.0	%
Total MDB Capital Holdings, LLC Members’ equity		37,312,852			22,640,343			14,672,509			64.8	%
Non-controlling interest		7,250			468,665			(461,415	)		(98.5	)%
Total equity		37,320,102			23,109,008			14,211,094			61.5	%
Total liabilities and equity	$	42,985,279		$	25,701,071		$	17,284,208			67.3	%

	Years Ended December 31,
	2023			2022

Net cash used in operating activities	$	(7,161,037	)	$	(6,571,820	)
Net cash used in investing activities		(8,197,891	)		(16,382,172	)
Net cash provided by financing activities		17,763,991			21,681,158
Net increase (decrease) in cash and cash equivalents	$	2,405,063		$	(1,272,834	)

Name	Age	Position
Christopher Marlett	59	Chief Executive Officer, Chairman of Board and Director
Anthony DiGiandomenico	57	Chief of Transactions, and Director
George Brandon	64	President, and Director
Mo Hayat	49	Chief of Entrepreneurship & Operations, and Director
Jeremy James	46	Chief Accounting Officer
Susanne Meline	56	Director
Mathew Hayden	52	Director
Sean Magennis	59	Director

Total Number of Directors		-
	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		1		6		-		-
Part II: Demographic Background
African American or Black		-		-		-		-
Alaskan Native or Native American		-		-		-		-
Asian		-		1		-		-
Hispanic or Latinx		-		-		-		-
Native Hawaiian or Pacific Islander		-		-		-		-
White		1		3		-		-
Two or More Races or Ethnicities		-		1		-		-
LGBTQ+		-		-		-		-
Did Not Disclose Demographic Background		-		1		-		-

Name	Year		Fee		Bonus		Shares		Options Awards		Nonequity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total

Susanne Meline		2022	$	25,000	$	-	$	-	$	-	$	-	$	-	$	-	$	25,000
Susanne Meline		2023		50,000		-		-		-		-		-		-		50,000
Matthew Hayden		2022		25,000		-		-		-		-		-		-		25,000
Matthew Hayden		2023		50,000		-		-		-		-		-		-		50,000
Sean Magennis		2022		25,000		-		-		-5		-		-		-		25,000
Sean Magennis		2023		50,000		-		-		-5		-		-		-		50,000

Name and Principal Position	Year		Salary		Bonus		Shares		Options Awards		Non-equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total

Christopher Marlett, CEO (1)		2023	$	350,000	$	-	$	-	$	12,650	$	-	$	-	$	-	$	362,650
Mo Hayat, Invizyne-CEO		2023	$	300,000	$	-	$	-	$	151,800	$	-	$	-	$	-	$	451,800
Anthony DiGiandomenico, CTO		2023	$	300,000	$	-	$	-	$	12,650	$	-	$	-	$	-	$	312,650

Name	Number of securities underlying unexercised options exercisable		Number of securities underlying unexercised options unexercisable		Equity incentive plan awards: Number of securities underlying unexercised unearned options		Option exercise price		Option expiration date

Christopher Marlett, CEO		30,298		-		21,642	$	1.22	01/31/2028
Mo Hayat, Invizyne-CEO		363,575		-		259,696	$	1.22	01/31/2028
Anthony DiGiandomenico, CTO		30,298		-		21,642	$	1.22	01/31/2028

	●	each shareholder of our Class A Common Shares who is known by us to beneficially own 5% or more of our Class A Common Shares;

	●	each shareholder of our Class B Common Shares;

	●	each of our executive officers;

	●	each of the members of the board of directors; and

	●	all of the members of the board of directors and current executive officers as a group.

	Class A					Class B
	Number (1)		Percent of Class (2)			Number (1)		Percent of Class (3)			Percent of Combined Total Voting Power % (4)
Named Executive Officers and Directors
Christopher Marlett (5)		79,933		2.1	%		3,755,000		75.1	%		65.3	%
Anthony DiGiandomenico (5)		26,645		0.7	%		1,245,000		24.9	%		21.6	%
George Brandon (5)		-		-			-		-			-
Mo Hayat (5)		-		-			-		-			-
Jeremy W. James (6)		-		-			-		-			-
Susanne Meline (6)		24,500		0.6	%		-		-			0.1	%
Matthew Hayden (6)		30,000		0.8	%		-		-			0.1	%
Sean Magennis (6)		-		-			-		-			-
All executive officers and directors as a group (8 persons) (7)		161,078		4.2	%		5,000,000		100.0	%		87.1	%

	(1)	Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.
	(2)	Based on a total of 4,295,632 Class A Common Shares issued and outstanding as of March 29, 2024.
	(3)	Based on a total of 5,000,000 shares of the Class B Common Shares issued and outstanding as of March 29, 2024.
	(4)	Based on a total of 9,295,632 Class A and Class B Common Shares issued and outstanding as of March 29, 2024, with each Class A Common Share entitled to one vote and each Class B Common Share entitled to five votes, representing a total of 29,295,632 votes in respect of shareholder matters presented to the holders of Common Shares.
	(5)	Does not include 1,000,000 restricted share units (RSUs) for the Class A Common Shares vesting through April 2027.
	(6)	Does not include 100,000 restricted share units (RSUs) for the Class A Common Shares vesting through April to June of 2027.
	(7)	Does not include 4,600,000 restricted share units (RSUs) for the Class A Common Shares vesting through April to September of 2027.

	RBSM, LLP 2023		BDO USA, P.C. 2022
Audit fees (1)	$	150,000	$	776,822
Audit-related fees (2)		135,000		-
Tax fees		-		-
Total principal accountant fees and services	$	285,000	$	776,822

(1)	Audit fees consisted primarily of fees for the audit of our annual financial statements and reviews of the financial statements included in our quarterly reports and current reports.
(2)	Audit-related fees consist of fees billed for services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under Audit fees.

		Page Number
CONSOLIDATED FINANCIAL STATEMENTS INDEX		F-1

2023 Report of Independent Registered Public Accounting Firm (RBSM, LLP; New York, NY, PCAOB ID No. 587)		F-2

2022 Report of Independent Registered Public Accounting Firm (BDO USA, LLP; Dallas, TX, PCAOB ID No. 243)		F-3

Consolidated Balance Sheets –December 31, 2023 and 2022		F-4

Consolidated Statements of Operations – Years Ended December 31, 2023 and 2022		F-5

Consolidated Statements of Changes in Equity – Years Ended December 31, 2023 and 2022		F-6

Consolidated Statements of Cash Flows – Years Ended December 31, 2023 and 2022		F-7

Notes to Consolidated Financial Statements		F-8

	December 31, 2023			December 31, 2022

Assets
Cash and cash equivalents	$	6,109,806		$	4,952,624
Cash segregated in compliance with regulations		1,247,881			-
Grants receivable, includes unbilled receivables of $695,598 and $783,520		882,319			809,532
Clearing deposits		260,000			-
Prepaid expenses and other current assets		523,788			309,818
Investment securities, at amortized cost (U.S. Treasury Bills)		24,658,611			16,188,920
Investment securities, at fair value (held by our licensed broker dealer) (Notes 1 and 2)		5,771,634			832,577
Investment securities, at cost less impairment (held by our licensed broker dealer)		-			50,000
Investment securities, at cost less impairment		200,000			200,000
Deferred offering cost		69,303			323,224
Deferred costs related to deferred revenue		75,328			-
Property and equipment, net		866,490			624,644
Operating lease right-of-use asset, net		2,320,119			1,409,732
Total assets	$	42,985,279		$	25,701,071

LIABILITIES AND EQUITY
Accounts payable	$	578,214		$	698,782
Accrued expenses		1,105,078			254,745
Payables to non-customers		1,405,293			-
Deferred grant reimbursement		140,703			214,998
Deferred revenue		20,000			-
Operating lease liability		2,415,889			1,423,538
Total liabilities		5,665,177			2,592,063
Commitments and Contingencies (Note 8)		-			-
Equity:
Preferred shares, 10,000,000 authorized shares at no par value; 0 issued and outstanding		-			-
Class A Common Shares, 95,000,000 authorized shares at no par value; 4,295,632 and 2,628,966 shares issued and outstanding, respectively		-			-
Class B Common Shares, 5,000,000 authorized shares at no par value; 5,000,000 and 5,000,000 shares issued and outstanding, respectively		-			-
Common stock, value		-			-
Paid-in-capital		49,405,779			27,764,453
Accumulated deficit		(12,092,927	)		(5,124,110	)
Total MDB Capital Holdings, LLC equity		37,312,852			22,640,343
Non-controlling interest		7,250			468,665
Total equity		37,320,102			23,109,008
Total liabilities and equity	$	42,985,279		$	25,701,071

	2023			2022
	Year Ended December 31,
	2023			2022
Operating income:
Unrealized gain/(loss) on investment securities, net (from our licensed broker dealer) (Notes 1 and 2)	$	1,503,649		$	15,433
Realized (loss)/gain on investment securities, net (from our licensed broker dealer)		8			(7	)
Fee income (from our licensed broker dealer)		4,233,120			1,115,001
Impairment of investment securities		(50,000	)		-
Other operating income		308,250			88,539
Total operating income, net		5,995,027			1,218,966

Operating costs:
General and administrative costs:
Compensation		8,627,022			2,822,693
Operating expense, related party		1,123,401			1,107,313
Professional fees		1,695,017			1,653,760
Information technology		602,393			348,621
Clearing and other charges		389,963			16,112
General and administrative-other		1,532,197			1,024,697
Total general and administrative costs		13,969,993			6,973,196
Research and development costs, net of grants amounting to $2,954,208 and $2,312,857		528,178			348,085
Total operating costs		14,498,171			7,321,281
Net operating loss		(8,503,144	)		(6,102,315	)
Other income and expenses:
Interest income		919,345			227,249
Net loss before income taxes		(7,583,799	)		(5,875,066	)
Income taxes		127,918			-
Net loss		(7,711,717	)		(5,875,066	)
Less net loss attributable to non-controlling interests		(742,900	)		(561,013	)
Net loss attributable to MDB Capital Holdings, LLC	$	(6,968,817	)	$	(5,314,053	)
Loss per share attributable to MDB Capital Holdings, LLC:
Loss per Class A Common Share – basic and diluted	$	(1.04	)	$	(1.20	)
Weighted average of Class A Common Shares outstanding – basic and diluted		3,099,285			1,522,923
Loss per Class B Common Share – basic and diluted	$	(0.75	)	$	(0.70	)
Weighted average of Class B Common Shares outstanding – basic and diluted		5,000,000			5,000,000

	Shares		Amount		Shares		Amount		Capital		Deficit			Equity		Interest			Equity
	Class A Common Shares				Class B Common Shares				Paid-In		Accumulated			Members’		Noncontrolling			Total
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity		Interest			Equity

Balance, December 31, 2022		2,628,966	$	-		5,000,000	$	-	$	27,764,453	$	(5,124,110	)	$	-	$	468,665		$	23,109,008
Issuance of Class A Common Shares, net costs of initial public offering		1,666,666		-		-		-		17,444,659		-			-		-			17,444,659
Distribution of Invizyne and PatentVest to members’
Elimination of members’ equity and non-controlling interest upon reorganization (Note 1)
Members contribution of net assets of Public Ventures, Invizyne and PatentVest and establishment of non-controlling interest
Members contribution of net assets of Public Ventures, Invizyne and PatentVest and establishment of non-controlling interest, shares
Issuance of Class A Common Shares, net costs of private placement
Issuance of Class A Common Shares, net costs of private placement, shares
Distribution to members (made by our licensed broker dealer) (Notes 1 and 2)
Acquisition of non-controlling interest in PatentVest
Ownership change of non-controlling interest
Issuance of warrants to purchase Class A Common Shares		-		-		-		-		65,411		-			-		-			65,411
Stock-based compensation		-		-		-		-		4,131,256		-			-		281,485			4,412,741
Net loss		-		-		-		-		-		(6,968,817	)		-		(742,900	)		(7,711,717	)
Balance, December 31, 2023		4,295,632	$	-		5,000,000	$	-	$	49,405,779	$	(12,092,927	)	$	-	$	7,250		$	37,320,102

	December 31, 2023		December 31, 2022
Investment securities, at fair value:
Common stock of publicly traded companies	$	2,603,579	$	787,137
Warrants of publicly traded companies		3,168,055		45,440
Investment securities, at fair value	$	5,771,634	$	832,577

Investment securities, at cost less impairment
Preferred stock of private company (not market listed)	$	-	$	50,000
Investment securities, at cost less impairment	$	-	$	50,000

Assets	Classification	Level 1		Level 2		Level 3		Total

Investment Securities (held by our licensed broker dealer)	Equity securities - common stock	$	2,603,579	$	-	$	-	$	2,603,579

Investment Securities (held by our licensed broker dealer)	Warrants		-		34,597		3,133,458		3,168,055

Total assets measured at fair value (held by our licensed broker dealer)		$	2,603,579	$	34,597	$	3,133,458	$	5,771,634


December 31, 2022	$	-
Beginning Balance	$	-
Receipt from investment banking fees		2,645,620
Realized gains		-
Unrealized gains		652,925
Sales or distribution		(165,087	)
Purchases		-
December 31, 2023	$	3,133,458
Ending Balance	$	3,133,458

Assets	Fair Value		Valuation Techniques	Significant Unobservable Inputs	Ranges of Inputs			Weighted-Average

Warrants	$	3,133,458	Black Scholes	Volatility		128.85	%		128.85	%