10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2022
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 Number: 000-50587

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	13-4005439
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

118 North Bedford Road, Ste. 100, Mount Kisco, NY	10549
(Address of principal executive offices)	(Zip code)

(914) 242-5700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐

Securities registered pursuant to Section 12(b) of the Act:           None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, $0.01 par value	IWSH	OTC

As of August 15, 2022, there were 20,335,711 shares of the registrant’s common stock, $0.01 par value, outstanding. 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

TABLE OF CONTENTS

	Part I.  Financial Information	Page No.
Item 1.	Financial Statements of Wright Investors’ Service Holdings, Inc.	1
	Condensed Consolidated Statements of Operations- Three Months and Six Months Ended June 30, 2022 and 2021 (Unaudited)	1
	Condensed Consolidated Balance Sheets - June 30, 2022 (Unaudited) and December 31, 2021	2
	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2022 and 2021 (Unaudited)	3
	Condensed Consolidated Statement of Changes in Stockholders’ Equity- Three Months and Six Months Ended June 30, 2022 and 2021 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements - Three Months and Six Months Ended June 30, 2022 and 2021 (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4.	Controls and Procedures	12
	Part II. Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
SIGNATURES		15

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Expenses
Compensation and benefits	$	113		$	118		$	230		$	224
Other operating		215			175			412			371
		328			293			642			595
Loss from operations		(328	)		(293	)		(642	)		(595	)
Interest and other income, net		3			-			3			53
Loss from operations before income taxes		(325	)		(293	)		(639	)		(542	)
Income tax expense		-			(1)			-			(1	)
Net loss	$	(325	)	$	(294	)	$	(639	)	$	(543	)
Basic and diluted weighted average common shares outstanding		20,415,711			20,277,195			20,458,382			20,197,158
Basic and diluted loss per share	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.03	)

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

 CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	June 30,			December 31,
	2022			2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	4,768		$	5,396
Income tax receivable		73			73
Prepaid expenses and other current assets		23			46
Total current assets		4,864			5,515
Other assets		8			8
Total assets	$	4,872		$	5,523
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	87		$	93
Total current liabilities		87			93
Total liabilities	$	87		$	93
Stockholders’ equity
Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued		-			-
Common stock, par value $0.01 per share, authorized 30,000,000 shares; Issued 21,343,680 and 21,025,748 as of June 30, 2022 and December 31, 2021, respectively; Outstanding 20,335,711 and 20,210,529 at June 30, 2022 and December 31, 2021, respectively, and 80,000 and 215,632 shares issuable as of June 30, 2022 and December 31, 2021, respectively		213			210
Additional paid-in capital		34,355			34,316
Accumulated deficit		(28,036	)		(27,397	)
Treasury stock, at cost (1,007,969 shares at June 30, 2022 and 815,219 at December 31, 2021)		(1,747	)		(1,699	)
Total stockholders' equity		4,785			5,430
Total liabilities and stockholders’ equity	$	4,872		$	5,523

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Six Months Ended June 30,
	2022			2021
Cash flows from operating activities
Net loss	$	(639	)	$	(543	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors		42			47
Gain on extinguishment of debt		-			(53	)
Changes in other operating items:
Prepaid expenses, other current assets, and other assets		23			(14	)
Accounts payable and accrued expenses		(6	)		(29	)
Net cash used in operating activities		(580	)		(592	)
Cash flows from financing activities
Purchase of Treasury Stock		(48	)		-
Net cash used in financing activities		(48	)		-
Net decrease in cash and cash equivalents		(628	)		(592	)
Cash and cash equivalents at the beginning of the period		5,396			6,469
Cash and cash equivalents at the end of the period	$	4,768		$	5,877
Supplemental disclosures of cash flow information
Net cash paid during the period for income taxes	$	-		$	2

See accompanying notes to condensed consolidated financial statements. 

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

THREE AND SIX MONTHS ENDED June 30, 2022 and 2021

(UNAUDITED)

(in thousands, except per share data)

												Total
					Additional				Treasury			stock-
	Common stock (Issued)				paid -in		Accumulated		stock, at			Holders
	shares		amount		capital		deficit		cost			Equity
Balance at December 31, 2020		20,654,996	$	206	$	34,226	$	(26,279)	$	(1,699)		$	6,454
Net loss		-		-		-		(249)		-			(249)
Equity based compensation expense		-		-		3		-		-			3
Stock based compensation expense to directors		-		-		20		-		-			20
Balance at March 31, 2021		20,654,996	$	206	$	34,249	$	(26,528)	$	(1,699	)	$	6,228
Net loss		-		-		-		(294)		-			(294)
Equity based compensation expense		-		-		4		-		-			4
Stock based compensation expense to directors		-		-		20		-		-			20
Balance at June 30, 2021		20,654,996	$	206	$	34,273	$	(26,822)	$	(1,699)		$	5,958
Balance at December 31, 2021		21,025,748	$	210	$	34,316	$	(27,397)	$	(1,699)		$	5,430
Net loss		-		-		-		(314)		-			(314)
Equity based compensation expense		100,000		1		1		-		-			2
Stock based compensation expense to directors		-		-		20		-		-			20
Balance at March 31, 2022		21,125,748	$	211	$	34,337	$	(27,711)	$	(1,699)		$	5,138
Net loss		-		-		-		(325)		-			(325)
Purchase of Treasury Stock		-		-		-		-		(48)			(48)
Stock based compensation expense to directors		217,932		2		18		-		-			20
Balance at June 30, 2022		21,343,680	$	213	$	34,355	$	(28,036)	$	(1,747)		$	4,785

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three months ended June 30, 2022 and 2021

(unaudited)

1. Basis of presentation and description of activities

Basis of presentation

The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations.  The Condensed Consolidated Balance Sheet as of December 31, 2021 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2022 interim period are not necessarily indicative of results to be expected for the entire year.

Description of activities

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. 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.

The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets. As of June 30, 2022, the Company is not considered an inadvertent investment company.

2. New accounting guidance not yet adopted

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The standard, as amended, is effective for periods beginning after December 15, 2022 for both interim and annual periods. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-13 to have an impact on its condensed consolidated financial statements.

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3. Per share data

Loss per share for the three months ended June 30, 2022 and 2021, respectively, is calculated based on 20,415,711 and 20,277,195 weighted average outstanding shares of common stock, including weighted average issuable shares of 80,000 and 437,418 at June 30, 2022 and 2021, respectively.

Loss per share for the six months ended June 30, 2022 and 2021 respectively, is calculated based on 20,458,382 and 20,197,158 weighted average outstanding shares of common stock, including weighted average 148,966 and 357,380 shares which are issuable at June 30, 2022 and 2021, respectively.

4. Investment valuation

The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Level 3 Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

As of June 30, 2022 and December 31, 2021, the Company held $4,630,000 and $5,250,000 in U.S. government debt securities. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. government debt securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. The U.S. government debt securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021. 

6

The following table presents the Company’s financial instruments at fair value (in thousands):

	Fair Value Measurements as of June 30, 2022
	6/30/2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Treasury bills included in cash and cash equivalents	$	4,630	$	-	$	4,630	$	-

	Fair Value Measurements as of December 31, 2021
	12/31/2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Treasury bills included in cash and cash equivalents	$	5,250	$	-	$	5,250	$	-

5. Income taxes

No tax benefit has been recorded in relation to the pre-tax loss for the three and six months ended June 30, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

6. Capital Stock

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

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. At June 30, 2022, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of June 30, 2022.

During the quarter ended June 30, 2022, a) the Company incurred $20,000 of director fees payable in 80,000 shares of its common stock to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in the second quarter of 2022, which were not issued as of June 30, 2022, and b) issued 217,932 shares of Company commons stock to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 2021 and the first quarter of 2022. The equity compensation awards were issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section 4(a)(2) of the 1933 Act.

7

7. Incentive stock plans and stock-based compensation

Stock awards

On February 13, 2019, 100,000 stock awards were issued to a newly appointed director of the Company. The stock awards vest equally, annually, over 3 years. The stock awards are valued based on the closing price of $0.42 of the Company’s common stock on February 13, 2019. At June 30, 2022, all shares had vested and were issued.

The Company recorded compensation expense of zero and approximately $3,500 for each of the three months ended June 30, 2022 and 2021, respectively, related to those stock awards. The Company recorded compensation expense of approximately $1,750 and $6,800 for each of the six months ended June 30, 2022 and 2021, respectively, related to those stock awards. There was no unrecognized compensation expense related to these unvested stock awards at June 30, 2022. 

Common stock options

The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”). The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017. As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws.

As of June 30, 2022, all options were vested and there were no outstanding options under the 2007 NPDC Plan. There were no grants, forfeitures or exercises of options during the three and six months ended June 30, 2022.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and 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.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 11, 2022.

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 evaluating the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved. 

General Overview

The Company is a “shell company”, as defined in Rule 12b-2 of the Exchange Act.  Because we are a shell company, our stockholders are unable to utilize Rule 144 to sell “restricted stock” as defined in Rule 144 or to otherwise use Rule 144 to sell our securities, and we are ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as we remain a shell company and for 12 months thereafter.  As a consequence, among other things, the offering, issuance and sale of our securities is likely to be more expensive and time consuming and may make our securities less attractive to investors.

The Company’s Board of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses.  While we have focused our development or acquisition efforts on sectors in which our management has expertise, we do not wish to limit ourselves to, or to foreclose any opportunities in, any particular industry or sector.  Prior to this use, the Company’s funds have been, and we anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation, until such time as we need to utilize such funds, or any portion thereof, for the purposes described above.   The directors will also consider alternatives for distributing some or all of its cash and cash equivalents to stockholders.

Results of operations

Three months ended June 30, 2022 compared to the three months ended June 30, 2021

For the three months ended June 30, 2022, the Company had a loss from operations before income taxes of $325,000 compared to a loss from operations before income taxes of $293,000 for the three months ended June 30, 2021.

The increased loss before income taxes of $32,000 was primarily a result of an increase in Other operating expenses of $40,000 and an increase in Interest and other income of $3,000, offset by a decrease of compensation and benefits of $5,000 for the three months ended June 30, 2022.

Compensation and benefits

For the three months ended June 30, 2022, Compensation and benefits were $113,000 as compared to $118,000 for the three months ended June 30, 2021.

9

Other operating expenses

For the three months ended June 30, 2022, Other operating expenses were $215,000 as compared to $175,000 for the three months ended June 30, 2021.

Income taxes

For the three months ended June 30, 2022 and 2021, the Company recorded zero and approximately $1,000 income tax expense from operations, respectively. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended June 30, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. 

Six months ended June 30, 2022 compared to the six months ended June 30, 2021

For the six months ended June 30, 2022, the Company had a loss from operations before income taxes of $639,000 compared to a loss from operations before income taxes of $542,000 for the six months ended June 30, 2021. 

The increased loss before income taxes of $97,000 was primarily the result of an increase in Other operating expenses of $41,000, and increase Compensation and benefits of $6,000, offset by a decrease in Interest and other income of $50,000.

Compensation and benefits

For the six months ended June 30, 2022, Compensation and benefits were $230,000 as compared to $224,000 for the six months ended June 30, 2021.

The increased Compensation and benefits of $6,000 is the result of an increase in salary expense for the six months ended June 30, 2022 in comparison to the six months ended June 30, 2021.

Other operating expenses

For the six months ended June 30, 2022, Other operating expenses were $412,000 as compared to $371,000 for the six months ended June 30, 2021. The increased operating expenses of $41,000 were primarily the result of increased professional fees of $16,000, increased insurance expenses of $11,000, and increased other expenses of $14,000.

Interest and other income

For the six months ended June 30, 2022, Interest and other income was $3,000 as compared to $53,000 for the six months ended June 30, 2021. The decreased interest and other income of $50,000 was primarily the result of increased interest income of $3,000, offset by decreased other income due to the extinguishment of debt of $53,000 during the six months ended June 30, 2021.

Income taxes

For the six months ended June 30, 2022 and 2021, the Company recorded zero and approximately $1,000 income tax expense from operations, respectively. No tax benefit has been recorded in relation to the pre-tax loss for the six months ended June 30, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. 

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Financial condition

Liquidity and Capital Resources

At June 30, 2022, the Company had cash and cash equivalents totaling $4,768,000, which it intends to use to acquire interests in one or more operating businesses, to fund the Company’s general and administrative expenses, and the directors will also consider alternatives for distributing some or all of its cash and cash equivalents to stockholders. The Company believes that its working capital is sufficient to support its operating requirements through September 30, 2023.

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Please refer to note 4 for valuation of Investments.

The decrease in cash and cash equivalents of $628,000 for the quarter ended June 30, 2022 was primarily the result $580,000 used in operating activities and the repurchase of Treasury stock for $48,000.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

The Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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. At June 30, 2022, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of June 30, 2022.

Item 5. Other Information

None

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Item 6. Exhibits.

Exhibit No.		Description
31.1	*	Certification of principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
31.2	*	Certification of principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
32.1	*	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer of the Company and the principal financial officer of the Company
101.INS	**	XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	**	XBRL tags are embedded within the Inline XBRL document
101.CAL	**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	**	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

14

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, thereunto duly authorized.

	WRIGHT INVESTORS’ SERVICE HOLDINGS, INC
Date:  August 15, 2022	By:	/s/ HARVEY P. EISEN
		Name:	Harvey P. Eisen
		Title:	Chairman, President, and Chief Executive Officer (Principal Executive Officer)

Date:  August 15, 2022	By:	/s/ HAROLD D. KAHN
		Name:	Harold D. Kahn
		Title:	Acting Chief Financial Officer and Acting Principal Accounting Officer (Principal Financial Officer)

15

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Harvey P. Eisen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wright Investors’ Service Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 15, 2022

/s/ HARVEY P. EISEN
Name:	Harvey P. Eisen
Title:	Chairman, President, and
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Harold D. Kahn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wright Investors’ Service Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 15, 2022

/s/ HAROLD D. KAHN
Name:	Harold D. Kahn
Title:	Acting Chief Financial Officer and
	Acting Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Wright Investors’ Service Holdings, Inc. (the “Company”) for the fiscal quarter ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)              The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)              The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ HARVEY P. EISEN
Name:	Harvey P. Eisen
Title:	Chairman, President, and
	Chief Executive Officer
Date:	August 15, 2022

/s/ HAROLD D. KAHN
Name:	Harold D. Kahn
Title:	Acting Chief Financial Officer and
	Acting Principal Accounting Officer
Date:	August 15, 2022

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 2022
Document Information Line Items
Entity Registrant Name	Wright Investors Service Holdings, Inc.
Trading Symbol	IWSH
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		20,335,711
Amendment Flag	false
Entity Central Index Key	0001279715
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-50587
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-4005439
Entity Address, Address Line One	118 North Bedford Road
Entity Address, Address Line Two	Ste. 100
Entity Address, City or Town	Mount Kisco
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10549
City Area Code	(914)
Local Phone Number	242-5700
Entity Interactive Data Current	Yes
Title of 12(g) Security	Common Stock, $0.01 par value

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Expenses
Compensation and benefits	$ 113	$ 118	$ 230	$ 224
Other operating	215	175	412	371
Total operating expenses	328	293	642	595
Loss from operations	(328)	(293)	(642)	(595)
Interest and other income, net	3		3	53
Loss from operations before income taxes	(325)	(293)	(639)	(542)
Income tax expense		(1)		(1)
Net loss	$ (325)	$ (294)	$ (639)	$ (543)
Basic and diluted weighted average common shares outstanding (in Shares)	20,415,711	20,277,195	20,458,382	20,197,158
Basic and diluted loss per share (in Dollars per share)	$ (0.02)	$ (0.01)	$ (0.03)	$ (0.03)

XML

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Basic and diluted weighted average common shares outstanding (in Shares)	20,415,711	20,277,195	20,458,382	20,197,158
Basic and diluted loss per share (in Dollars per share)	$ (0.02)	$ (0.01)	$ (0.03)	$ (0.03)

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 4,768	$ 5,396
Income tax receivable	73	73
Prepaid expenses and other current assets	23	46
Total current assets	4,864	5,515
Other assets	8	8
Total assets	4,872	5,523
Current liabilities
Accounts payable and accrued expenses	87	93
Total current liabilities	87	93
Total liabilities	87	93
Stockholders’ equity
Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued
Common stock, par value $0.01 per share, authorized 30,000,000 shares; Issued 21,343,680 and 21,025,748 as of June 30, 2022 and December 31, 2021, respectively; Outstanding 20,335,711 and 20,210,529 at June 30, 2022 and December 31, 2021, respectively, and 80,000 and 215,632 shares issuable as of June 30, 2022 and December 31, 2021, respectively	213	210
Additional paid-in capital	34,355	34,316
Accumulated deficit	(28,036)	(27,397)
Treasury stock, at cost (1,007,969 shares at June 30, 2022 and 815,219 at December 31, 2021)	(1,747)	(1,699)
Total stockholders' equity	4,785	5,430
Total liabilities and stockholders’ equity	$ 4,872	$ 5,523

XML

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares Issued	21,343,680	21,025,748
Common stock, shares outstanding	20,335,711	20,210,529
Common stock, shares issuable	80,000	215,632
Treasury stock, shares	1,007,969	815,219

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (639)	$ (543)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors	42	47
Gain on extinguishment of debt		(53)
Changes in other operating items:
Prepaid expenses, other current assets, and other assets	23	(14)
Accounts payable and accrued expenses	(6)	(29)
Net cash used in operating activities	(580)	(592)
Cash flows from financing activities
Purchase of Treasury Stock	(48)
Net cash used in financing activities	(48)
Net decrease in cash and cash equivalents	(628)	(592)
Cash and cash equivalents at the beginning of the period	5,396	6,469
Cash and cash equivalents at the end of the period	4,768	5,877
Supplemental disclosures of cash flow information
Net cash paid during the period for income taxes		$ 2

XML

Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common stock (Issued)	Additional paid -in capital	Accumulated deficit	Treasury stock, at cost	Total
Balance at Dec. 31, 2020	$ 206	$ 34,226	$ (26,279)	$ (1,699)	$ 6,454
Balance (in Shares) at Dec. 31, 2020	20,654,996
Net loss			(249)		(249)
Equity based compensation expense		3			3
Stock based compensation expense to directors		20			20
Balance at Mar. 31, 2021	$ 206	34,249	(26,528)	(1,699)	6,228
Balance (in Shares) at Mar. 31, 2021	20,654,996
Balance at Dec. 31, 2020	$ 206	34,226	(26,279)	(1,699)	6,454
Balance (in Shares) at Dec. 31, 2020	20,654,996
Net loss					(543)
Balance at Jun. 30, 2021	$ 206	34,273	(26,822)	(1,699)	5,958
Balance (in Shares) at Jun. 30, 2021	20,654,996
Balance at Mar. 31, 2021	$ 206	34,249	(26,528)	(1,699)	6,228
Balance (in Shares) at Mar. 31, 2021	20,654,996
Net loss			(294)		(294)
Equity based compensation expense		4			4
Stock based compensation expense to directors		20			20
Balance at Jun. 30, 2021	$ 206	34,273	(26,822)	(1,699)	5,958
Balance (in Shares) at Jun. 30, 2021	20,654,996
Balance at Dec. 31, 2021	$ 210	34,316	(27,397)	(1,699)	5,430
Balance (in Shares) at Dec. 31, 2021	21,025,748
Net loss			(314)		(314)
Equity based compensation expense	$ 1	1			2
Equity based compensation expense (in Shares)	100,000
Stock based compensation expense to directors		20			20
Stock based compensation expense to directors (in Shares)	100,000
Balance at Mar. 31, 2022	$ 211	34,337	(27,711)	(1,699)	5,138
Balance (in Shares) at Mar. 31, 2022	21,125,748
Balance at Dec. 31, 2021	$ 210	34,316	(27,397)	(1,699)	5,430
Balance (in Shares) at Dec. 31, 2021	21,025,748
Net loss					(639)
Balance at Jun. 30, 2022	$ 213	34,355	(28,036)	(1,747)	4,785
Balance (in Shares) at Jun. 30, 2022	21,343,680
Balance at Mar. 31, 2022	$ 211	34,337	(27,711)	(1,699)	5,138
Balance (in Shares) at Mar. 31, 2022	21,125,748
Net loss			(325)		(325)
Purchase of Treasury Stock				(48)	(48)
Equity based compensation expense (in Shares)	217,932
Stock based compensation expense to directors	$ 2	18			20
Stock based compensation expense to directors (in Shares)	217,932
Balance at Jun. 30, 2022	$ 213	$ 34,355	$ (28,036)	$ (1,747)	$ 4,785
Balance (in Shares) at Jun. 30, 2022	21,343,680

XML

Basis of presentation and description of activities

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of presentation and description of activities

1. Basis of presentation and description of activities

Basis of presentation

The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations.  The Condensed Consolidated Balance Sheet as of December 31, 2021 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2022 interim period are not necessarily indicative of results to be expected for the entire year.

Description of activities

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. 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.

The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets. As of June 30, 2022, the Company is not considered an inadvertent investment company.

XML

New accounting guidance not yet adopted

6 Months Ended

Jun. 30, 2022

New Accounting Guidance Not Yet Adopted

New accounting guidance not yet adopted

2. New accounting guidance not yet adopted

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The standard, as amended, is effective for periods beginning after December 15, 2022 for both interim and annual periods. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-13 to have an impact on its condensed consolidated financial statements.

XML

Per share data

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Per share data

3. Per share data

Loss per share for the three months ended June 30, 2022 and 2021, respectively, is calculated based on 20,415,711 and 20,277,195 weighted average outstanding shares of common stock, including weighted average issuable shares of 80,000 and 437,418 at June 30, 2022 and 2021, respectively.

Loss per share for the six months ended June 30, 2022 and 2021 respectively, is calculated based on 20,458,382 and 20,197,158 weighted average outstanding shares of common stock, including weighted average 148,966 and 357,380 shares which are issuable at June 30, 2022 and 2021, respectively.

XML

Investment valuation

6 Months Ended

Jun. 30, 2022

Equity Method Investments and Joint Ventures [Abstract]

Investment valuation

4. Investment valuation

The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Level 3 Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

As of June 30, 2022 and December 31, 2021, the Company held $4,630,000 and $5,250,000 in U.S. government debt securities. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. government debt securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. The U.S. government debt securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021. 

The following table presents the Company’s financial instruments at fair value (in thousands):

	Fair Value Measurements as of June 30, 2022
	6/30/2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Treasury bills included in cash and cash equivalents	$	4,630	$	-	$	4,630	$	-

	Fair Value Measurements as of December 31, 2021
	12/31/2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Treasury bills included in cash and cash equivalents	$	5,250	$	-	$	5,250	$	-

XML

Income taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income taxes

5. Income taxes

No tax benefit has been recorded in relation to the pre-tax loss for the three and six months ended June 30, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

XML

Capital Stock

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Capital Stock

6. Capital Stock

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

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. At June 30, 2022, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of June 30, 2022.

During the quarter ended June 30, 2022, a) the Company incurred $20,000 of director fees payable in 80,000 shares of its common stock to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in the second quarter of 2022, which were not issued as of June 30, 2022, and b) issued 217,932 shares of Company commons stock to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 2021 and the first quarter of 2022. The equity compensation awards were issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section 4(a)(2) of the 1933 Act.

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Incentive stock plans and stock-based compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Incentive stock plans and stock-based compensation

7. Incentive stock plans and stock-based compensation

Stock awards

On February 13, 2019, 100,000 stock awards were issued to a newly appointed director of the Company. The stock awards vest equally, annually, over 3 years. The stock awards are valued based on the closing price of $0.42 of the Company’s common stock on February 13, 2019. At June 30, 2022, all shares had vested and were issued.

The Company recorded compensation expense of zero and approximately $3,500 for each of the three months ended June 30, 2022 and 2021, respectively, related to those stock awards. The Company recorded compensation expense of approximately $1,750 and $6,800 for each of the six months ended June 30, 2022 and 2021, respectively, related to those stock awards. There was no unrecognized compensation expense related to these unvested stock awards at June 30, 2022. 

Common stock options

The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”). The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017. As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws.

As of June 30, 2022, all options were vested and there were no outstanding options under the 2007 NPDC Plan. There were no grants, forfeitures or exercises of options during the three and six months ended June 30, 2022.

XML

Investment valuation (Tables)

6 Months Ended

Jun. 30, 2022

Equity Method Investments and Joint Ventures [Abstract]

Schedule of financial instruments at fair value

	Fair Value Measurements as of June 30, 2022
	6/30/2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Treasury bills included in cash and cash equivalents	$	4,630	$	-	$	4,630	$	-

	Fair Value Measurements as of December 31, 2021
	12/31/2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Treasury bills included in cash and cash equivalents	$	5,250	$	-	$	5,250	$	-

XML

Per share data (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Weighted average outstanding shares of common stock	20,415,711	20,277,195	20,458,382	20,197,158
Antidilutive securities excluded from computation of earnings per share, amount	80,000	437,418	148,966	357,380

XML

Investment valuation (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
US Government Debt Securities [Member]
Investment valuation (Details) [Line Items]
Investments in U.S. Treasury Bills	$ 4,630,000	$ 5,250,000

XML

Investment valuation (Details) - Schedule of financial instruments at fair value - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Treasury bills included in cash and cash equivalents	$ 4,630	$ 5,250
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Derivatives, Fair Value [Line Items]
Treasury bills included in cash and cash equivalents
Significant Other Observable Inputs (Level 2) [Member]
Derivatives, Fair Value [Line Items]
Treasury bills included in cash and cash equivalents	4,630	5,250
Significant Unobservable Inputs (Level 3) [Member]
Derivatives, Fair Value [Line Items]
Treasury bills included in cash and cash equivalents

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Capital Stock (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Apr. 05, 2022	Jun. 30, 2022	Dec. 31, 2021
Capital Stock (Details) [Line Items]
Authorized number of shares to be repurchased		5,000,000
Number of shares repurchased	192,750	2,234,721
Transaction price per share (in Dollars per share)	$ 0.25
Transaction amount (in Dollars)	$ 48,000
Remaining number of shares available for repurchase		2,765,279
Common stock, shares issuable		80,000	215,632
Stock awards vested		217,932
Director [Member]
Capital Stock (Details) [Line Items]
Director fees payable (in Dollars)		$ 20,000
Common stock, shares issuable		80,000

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Incentive stock plans and stock-based compensation (Details) - Newly appointed director [Member] - Stock Awards [Member] - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Feb. 13, 2019	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Incentive stock plans and stock-based compensation (Details) [Line Items]
Stock awards, Granted (in Shares)	100,000
Vesting period for plan	3 years
Share price of stock awards granted (in Dollars per share)	$ 0.42
Compensation expense		$ 0	$ 3,500	$ 1,750	$ 6,800