UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Employment Agreement Amendments
On June 24, 2025, Dominari Holdings Inc. (the “Company”) entered into amendments (collectively, the “Amendments”) to the employment agreements by and between the Company and each of Anthony Hayes, the Company’s Chief Executive Officer, and Kyle Wool, the Company’s President (collectively, the “Employment Agreements”), which became effective on June 24, 2025. The Company and each of Mr. Hayes and Mr. Wool have agreed to eliminate from their respective employment agreement the right to receive further stock grants in consideration for an additional cash bonus related to certain net revenues received by the Company, as further described in the Amendments.
All other terms of the Employment Agreements shall remain in full force and effect.
The foregoing description of the terms of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.
Resignation of Soo Yu as a Director
On June 27, 2025, Soo Yu notified the Company of her decision to resign as a member of the Board of Directors (the “Board”) of the Company, effective as of June 27, 2025. Ms. Yu will continue to serve as Special Projects Manager of the Company. Ms. Yu’s resignation is not due to any disagreements with the Company on any of its operations, policies or practices.
As a result of Ms. Yu’s resignation, the Board has determined to reduce its size from seven to six members.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to the Employment Agreement with Anthony Hayes, dated June 24, 2025. | |
| 10.2 | Amendment to the Employment Agreement with Kyle Wool, dated June 24, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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 hereunto duly authorized.
| Dated: June 27, 2025 | DOMINARI HOLDINGS INC. | |
| By: | /s/ Anthony Hayes | |
| Name: | Anthony Hayes | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the “Amendment”) to the Employment Agreement is made and entered into as of the last date that appears below the Parties’ signature lines on the last page of this Amendment (the “Effective Date”), by and between Anthony Hayes, an individual, (the “Executive”) and Dominari Holdings, Inc. (the “Corporation”) (each individually, a “Party,” collectively, the “Parties”).
WHEREAS, the Parties entered into that certain Employment Agreement, dated June 28, 2021, as amended (the “Employment Agreement”);
WHEREAS, all capitalized terms used in this Amendment that are not defined in this Amendment shall have the same meaning as in the Employment Agreement, and all section references are to sections in the Employment Agreement;
WHEREAS, the Parties wish to modify the Executive’s Annual Bonus to better align with the Corporation’s goals and executive compensation market practices;
WHEREAS, in light of the recent appreciation of the value of the Corporation’s common stock (“Common Stock”), the Parties wish to reduce the dilution to the Corporation’s stockholders under the terms of the Employment Agreement and in consideration for foregoing the issuance of such Common Stock receive an additional cash component based on certain investment banking net revenue to the Corporation (as more fully defined below); and
WHEREAS, the Executive desires to be employed by the Corporation on the terms and conditions in the Employment Agreement as amended by this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, and good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree that the Employment Agreement is hereby amended as follows:
| A. | Amendment To Employment Agreement. |
In consideration for eliminating the obligation of the Corporation to issue to the Executive shares of Common Stock pursuant to of the Section 4(b) of the Employment Agreement, the Parties hereby agree to delete and replace Section 4(b) in its entirety with the following language:
“In addition to the Base Salary, the Executive shall be entitled to receive an annual bonus (the “Annual Bonus”), which shall be the sum of (i) the Annual Revenue Bonus and (ii) the Net Revenue Bonus, each as defined below.
The “Annual Revenue Bonus” shall be determined annually pursuant to the following table, with “Annual Revenue” defined as the revenue reported on the Corporation’s financial statements:
| Annual Revenue | Annual Revenue Bonus for Tranche | |
| $3,500,000 | $150,000 | |
| $7,500,000 | $250,000 | |
| $15,000,000 | $500,000 |
For clarity, the Annual Net Revenue contains three tranches, each of which may be attained once (and only once) during a performance period. The total amount of the Annual Revenue Bonus is cumulative and shall be the sum of the bonus amounts in the table for each tranche that is attained during a performance period. The Annual Revenue Bonus may not exceed $900,000 in any one performance period.
The “Net Revenue Bonus” shall equal fifteen percent (15%) of the sum of (i) all fees and proceeds received by the Corporation’s wholly-owned subsidiary, Dominari Securities LLC (the “IB”), in connection with investment banking services performed by the IB, including but not limited to the proceeds received from the exercise and sale of shares underlying any warrants or options issued in connection therewith, less the fees and expenses paid to individual representatives (i.e. broker payouts) of the IB out of such fees and/or proceeds (“Net Investment Banking Fees”) and (ii) any revenue received by the Corporation or any of its subsidiaries, including but not limited to the IB, in connection with alternative business opportunities that occur from time to time, including but not limited to, profits (including proceeds from warrants and options) received on all carried interest on “Special Purpose Vehicles” or other investment vehicles that the Corporation or any of its subsidiaries, including but not limited to IB, may have a pecuniary interest in (“Alternate Revenue”). Alternate Revenue shall be interpreted broadly to capture any revenue not included in Net Investment Banking Fees that benefits the Corporation or any of its subsidiaries and shall be net of any fees or expenses paid to any employees of the Corporation or its subsidiaries, including the IB.
Notwithstanding the above, the Board or the Compensation Committee may adopt different or additional performance criteria for future years, after consultation with the Executive, provided that such criteria are reasonably attainable. The payment of any Annual Bonus, to the extent any Annual Bonus becomes payable, will be made on the date on which annual bonuses are paid generally to the Corporation’s senior executives, provided that the Executive is employed with the Corporation on such payment date. Additionally, if the Executive is employed upon the expiration of the Term, the Executive shall be entitled to an Annual Bonus for the year of termination on a pro-rata basis based on the number of calendar days employed in the performance period and actual performance. Any such Annual Bonus shall be payable in all cases by the March 15th immediately following the year in which the Executive terminates due to the expiration of the Term.”
| B. | No Other Amendments. Except as specifically set forth in this Amendment, there are no other amendments to the Employment Agreement, and the Employment Agreement shall remain unmodified and in full force and effect. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Employment Agreement as of the dates set forth below.
| Dominari Holdings, Inc. | ||
| By: | ||
| Print Name: | Robert Dudley | |
| Title: | Chairman of Compensation Committee | |
| Dated: | ||
| Executive: | ||
| Anthony Hayes | ||
| Dated: | ||
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Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the “Amendment”) to the Employment Agreement is made and entered into as of the last date that appears below the Parties’ signature lines on the last page of this Amendment (the “Effective Date”), by and between Kyle Wool, an individual, (the “Executive”) and Dominari Holdings, Inc. (the “Corporation”) (each individually, a “Party,” collectively, the “Parties”).
WHEREAS, the Parties entered into that certain Employment Agreement, dated October 12, 2022, as amended (the “Employment Agreement”);
WHEREAS, all capitalized terms used in this Amendment that are not defined in this Amendment shall have the same meaning as in the Employment Agreement, and all section references are to sections in the Employment Agreement;
WHEREAS, the Parties wish to modify the Executive’s Annual Bonus to better align with the Corporation’s goals and executive compensation market practices;
WHEREAS, in light of the recent appreciation of the value of the Corporation’s common stock (“Common Stock”), the Parties wish to reduce the dilution to the Corporation’s stockholders under the terms of the Employment Agreement and in consideration for foregoing the issuance of such Common Stock receive an additional cash component based on certain investment banking net revenue to the Corporation (as more fully defined below); and
WHEREAS, the Executive desires to be employed by the Corporation on the terms and conditions in the Employment Agreement as amended by this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, and good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree that the Employment Agreement is hereby amended as follows:
| A. | Amendment To Employment Agreement. |
In consideration for eliminating the obligation of the Corporation to issue to the Executive shares of Common Stock pursuant to of the Section 4(b) of the Employment Agreement, the Parties hereby agree to delete and replace Section 4(b) in its entirety with the following language:
“In addition to the Base Salary, the Executive shall be entitled to receive an annual bonus (the “Annual Bonus”), which shall be the sum of (i) the Annual Revenue Bonus and (ii) the Net Revenue Bonus, each as defined below.
The “Annual Revenue Bonus” shall be determined annually pursuant to the following table, with “Annual Revenue” defined as the revenue reported on the Corporation’s financial statements:
| Annual Revenue | Annual Revenue Bonus for Tranche | |
| $3,500,000 | $150,000 | |
| $7,500,000 | $250,000 | |
| $15,000,000 | $500,000 |
For clarity, the Annual Net Revenue contains three tranches, each of which may be attained once (and only once) during a performance period. The total amount of the Annual Revenue Bonus is cumulative and shall be the sum of the bonus amounts in the table for each tranche that is attained during a performance period. The Annual Revenue Bonus may not exceed $900,000 in any one performance period.
The “Net Revenue Bonus” shall equal fifteen percent (15%) of the sum of (i) all fees and proceeds received by the Corporation’s wholly-owned subsidiary, Dominari Securities LLC (the “IB”), in connection with investment banking services performed by the IB, including but not limited to the proceeds received from the exercise and sale of shares underlying any warrants or options issued in connection therewith, less the fees and expenses paid to individual representatives (i.e. broker payouts) of the IB out of such fees and/or proceeds (“Net Investment Banking Fees”) and (ii) any revenue received by the Corporation or any of its subsidiaries, including but not limited to the IB, in connection with alternative business opportunities that occur from time to time, including but not limited to, profits (including proceeds from warrants and options) received on all carried interest on “Special Purpose Vehicles” or other investment vehicles that the Corporation or any of its subsidiaries, including but not limited to IB, may have a pecuniary interest in (“Alternate Revenue”). Alternate Revenue shall be interpreted broadly to capture any revenue not included in Net Investment Banking Fees that benefits the Corporation or any of its subsidiaries and shall be net of any fees or expenses paid to any employees of the Corporation or its subsidiaries, including the IB.
Notwithstanding the above, the Board or the Compensation Committee may adopt different or additional performance criteria for future years, after consultation with the Executive, provided that such criteria are reasonably attainable. The payment of any Annual Bonus, to the extent any Annual Bonus becomes payable, will be made on the date on which annual bonuses are paid generally to the Corporation’s senior executives, provided that the Executive is employed with the Corporation on such payment date. Additionally, if the Executive is employed upon the expiration of the Term, the Executive shall be entitled to an Annual Bonus for the year of termination on a pro-rata basis based on the number of calendar days employed in the performance period and actual performance. Any such Annual Bonus shall be payable in all cases by the March 15th immediately following the year in which the Executive terminates due to the expiration of the Term.”
| B. | No Other Amendments. Except as specifically set forth in this Amendment, there are no other amendments to the Employment Agreement, and the Employment Agreement shall remain unmodified and in full force and effect. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Employment Agreement as of the dates set forth below.
| Dominari Holdings, Inc. | ||
| By: | ||
| Print Name: | Robert Dudley | |
| Title: | Chairman of Compensation Committee | |
| Dated: | ||
| Executive: | ||
| Kyle Wool | ||
| Dated: | ||
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Cover |
Jun. 24, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 24, 2025 |
| Entity File Number | 001-41845 |
| Entity Registrant Name | Dominari Holdings Inc. |
| Entity Central Index Key | 0000012239 |
| Entity Tax Identification Number | 52-0849320 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 725 5th Avenue |
| Entity Address, Address Line Two | 22nd Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10022 |
| City Area Code | 212 |
| Local Phone Number | 393-4540 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value |
| Trading Symbol | DOMH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |