10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐ TRANSITION REPORT UNDER 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)	(IRS Employer Identification Number)

118 North Bedford Road, Ste. 100, Mount Kisco, NY 10549

(Address of Principal Executive Offices, including Zip Code)

(914) 242-5700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:	None
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, $0.01 Par Value
	(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐    No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐   No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  Yes ☐     No ☐

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the registrant’s most recently completed second quarter, is $4,000,000.

As of March 14, 2023, 20,620,711 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this report incorporates certain information by reference from the registrant’s proxy statement for the 2022 annual meeting of stockholders, or an amendment to this Annual Report on Form 10-K, to be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2022.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23
Item 9A.	Controls and Procedures	23
Item 9B.	Other Information	23
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	24
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	Principal Accounting Fees and Services	24
Item 15.	Exhibits and Financial Statement Schedules	24
Item 16.	Form 10-K Summary	25
PART IV
SIGNATURES		26

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K 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.

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.

Factors that may cause actual results to differ from historical results or those results expressed or implied, include, but are not limited to, those listed below under Item 1A. “Risk Factors”.

If significant risks and uncertainties occur, or if our estimates or underlying assumptions prove inaccurate, actual results could differ materially.  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.

Additional information concerning the factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Item 1. “Business”, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”) which are available on the SEC website at www.sec.gov.  We undertake no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.

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PART I

Item 1.  Business.

General Development of Business

Wright Investors’ Service Holdings, Inc. (the “Company”, “Wright Holdings”, “we” or “us”) was incorporated on March 10, 1998.  The Company’s common stock is quoted on the OTC Pink Sheets and is traded under the symbol “iWSH”.

The Company currently has a substantial portion of its assets consisting of cash and cash equivalents and Investments in U.S. Treasury Bills.

Description of the Business of the Company

The Company has no or nominal operations. As a result, the Company is a “shell company”, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a shell company, its stockholders will be unable to utilize Rule 144 of the Securities Act, or Rule 144 to sell “restricted stock” as defined in Rule 144 or otherwise use Rule 144 to sell stock of the Company, and the Company would be ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as the Company remains a shell company and other things, as a consequence, the offering, issuance and sale of its securities is likely to be more expensive and time consuming and may make the Company’s securities less attractive to investors.

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. However, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), a company may fall within the scope of being an “inadvertent investment company” under section 3(a)(1)(C) of such Act if the value of the Company’s investment securities (as defined in the Investment Company Act) is more than 40% of the Company’s total assets (exclusive of government securities and cash and certain cash equivalents).

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 its liquid assets are so deployed, the Company intends to invest its liquid assets in high-grade, short-term investments consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

See “Risk Factors” The Company may be classified as an inadvertent investment company” and “The Company is a shell company under the federal securities laws.”

Employees

The Company has 2 full-time employees as of December 31, 2022.

Connecticut Property

The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

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Item 1A.  Risk Factors.

RISK FACTORS

You should carefully consider the following risk factors relating to our business and the additional information in our other reports that we file with the SEC.

The Company may be classified as an inadvertent investment company if we acquire investment securities in excess of 40% of our total assets.

The Company is not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. However, under the Investment Company Act, a company may fall within the scope of being an “inadvertent investment company” under section 3(a)(1)(C) of such Act if the value of its investment securities (as defined in the Investment Company Act) is more than 40% of its total assets (exclusive of government securities and cash and certain cash equivalents).

If the Company was required to register as an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for the Company to continue its business as contemplated and could have a material adverse effect on us.

The Investment Company Act and the rules thereunder contain detailed requirements for the organization and operation of investment companies. If we were required to register under the Investment Company Act, applicable restrictions and other requirements could have a material adverse effect on us. In the event that we were to be required to register as an investment company under the Investment Company Act, we would be forced to comply with substantive requirements under the Act, including:

● limitations on our ability to borrow;

● limitations on our capital structure;

● limitations on the issuance of debt and equity securities,

● restrictions on acquisitions of interests in partner companies;

● prohibitions on transactions with affiliates;

● prohibitions on the issuance of options and other limitations on our ability to compensate key employees;

● certain governance requirements,

● restrictions on specific investments; and

● reporting, record-keeping, voting and proxy disclosure requirements.

In the event that we were to be deemed to be an investment company subject to registration as such under the Investment Company Act, compliance costs and burdens upon us may increase and the additional requirements may constrain our ability to conduct business, which may adversely affect our business, results of operations or financial condition.

The Company is a shell company under the federal securities laws.

The Company has no or nominal operations. Pursuant to Rule 405 of the Securities Act and Exchange Act Rule 12b-2, a shell company is defined as a registrant that has no or nominal operations, and either:

● no or nominal assets;

● assets consisting solely of cash and cash equivalents; or

● assets consisting of any amount of cash and cash equivalents and nominal other assets.

Our consolidated balance sheet reflects that our assets consist primarily of cash and cash equivalents and investments in U.S. Treasury Bills. Accordingly, we are a shell company. Applicable securities rules prohibit shell companies from using a Form S-8 registration statement to register securities pursuant to employee compensation plans and from utilizing Form S-3 for the registration of securities for so long as the Company is a shell company and for 12 months thereafter.

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Additionally, Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company. To the extent that we acquire a business in the future, we must file a current report on Form 8-K containing the financial and other information required in a registration statement on Form 10 within four business days following completion of such a transaction.

To assist the SEC in the identification of shell companies, we are required to check a box on our quarterly reports on Form 10-Q and our annual reports on Form 10-K indicating that we are a shell company.

Since we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company. In addition, under Rule 144 of the Securities Act, a holder of restricted securities of a “shell company” is not allowed to resell their securities in reliance upon Rule 144. Preclusion from any prospective purchase using the exemptions from registration afforded by Rule 144 may make it more difficult for us to sell equity securities in the future and the inability to utilize registration statements on Forms S-8 and S-3 would likely increase our cost to register securities in the future. Additionally, the loss of the use of Rule 144 and Forms S-3 and S-8 may make investments in our securities less attractive to investors and may make the offering and sale of our securities to employees, directors and others under compensatory arrangements more expensive and less attractive to recipients.

Unless we select a particular industry or target business with which to complete a business combination, you will be unable to ascertain the risks of the industry or business in which we may ultimately operate.

The Company may develop or acquire a majority interest or at least a controlling interest (as defined for purposes of the Investment Company Act) in a company (or companies) with principal business operations in an industry that we believe will provide attractive opportunities for growth. We are not limited to any particular industry or type of business. Accordingly, there is no current basis for you to evaluate the possible risks of the particular industry in which we may ultimately operate. Although we will evaluate the risks inherent in a particular target business, we cannot assure you that all of the significant risks present in that target business will be properly assessed. Even if we properly assess those risks, some of them may be outside of our control or ability to affect.

Resources will be expended in researching potential acquisitions that might not be consummated.

The investigation of target businesses and the negotiation, drafting and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention in addition to costs for accountants, attorneys and others. If a decision is made not to complete a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the business combination for any number of reasons including those beyond our control.

There can be no guarantee that we will quickly identify a potential target business or complete a business combination.

The process to identify potential acquisition targets, to investigate and evaluate the future business prospects thereof and to negotiate an acceptable purchase agreement with one or more target companies can be time consuming and costly. The Company may incur operating losses, resulting from payroll, rent and other overhead and professional fees, while we are searching for a business to develop or acquire.

The Company has no revenue from operations; therefore, our existing assets may be diminished and ultimately depleted by our corporate overhead and other expenses.

The Company has no revenue from operations and has been experiencing significant negative cash flow. Expenditures related to corporate overhead and other related items are expensed. Until such time as we develop or acquire an operating business or businesses that generate revenue, we will continue to deplete our existing assets.

Risks Related to Our Stock

The Company has agreed to restrictions and adopted policies that could have possible anti-takeover effects and reduce the value of our stock.

Several provisions of our Certificate of Incorporation and Bylaws could deter or delay unsolicited changes in control of the Company. These include limiting the stockholders’ powers to amend the Bylaws or remove directors and prohibiting the stockholders from increasing the size of the Board of Directors or acting by written consent instead of at a stockholders’ meeting. Our Board of Directors has the authority, without further action by the stockholders to fix the rights and preferences of and issue preferred stock. These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in control or management of the Company including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices. These provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

4

Risks Related to Owning Our Common Stock

A significant portion of our common stock is held by a small group of large shareholders. Future sales of our common stock in the public market by the Company or its large stockholders could adversely affect the trading price of our common stock.

As of December 31, 2022, Bedford Oak Advisors, LLC and William H. Miller beneficially owned 27.10% and 17.26% of the Company’s common stock, respectively. Bedford Oak Advisors, LLC is controlled by Mr. Harvey P. Eisen, the Company’s Chairman and Chief Executive Officer. Mr. Eisen beneficially owned at such date an aggregate of 29.97% of the Company’s common stock, which percentage includes the 27.10% beneficially owned by Bedford Oak Advisors, LLC. Sales by us or our large stockholders of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could cause the market price of our common stock to decline.

Our common stock is thinly traded, which can cause volatility in its price.

Our stock is thinly traded due to our small market capitalization and the high level of ownership of our common stock by a small group of shareholders.  Thinly traded stock can be more susceptible to market volatility.  This market volatility could significantly affect the market price of our common stock without regard to our operating performance.

Possible additional issuances of our stock will cause dilution.

At December 31, 2022, we had outstanding 20,335,711 shares of our common stock. There were 100,000 shares of stock awards vested as of December 31, 2022. The Company is authorized to issue up to 30,000,000 shares of common stock and are therefore able to issue additional shares without being required under corporate law to obtain shareholder approval.  If we issue additional shares, or if our existing shareholders exercise their outstanding options, our other shareholders may find their holdings drastically diluted, which if it occurs, means they would own a smaller percentage of our Company.

Item 1B.  Unresolved Staff Comments.

None.

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Item 2.  Properties.

The Company leases office space on a month to month basis for $3,900 per month in Mount Kisco, NY.

Item 3.  Legal Proceedings.

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The Company’s certificate of incorporation and bylaws provide that, subject to limited exceptions and requirements, the Company is required to indemnify its directors and officers, and each person serving at the request of the Company as a director, officer, incorporator, partner, manager or trustee of another entity, to the fullest extent permitted by the DGCL.  The Company’s bylaws also provide that, subject to limited exceptions and requirements, the Company is required to advance to such person’s expenses (including attorney’s fees) incurred by them in defending and preparing for the defense of any proceeding or investigation in respect of which indemnification may be available.

Section 102(b)(7) of the DGCL provides, generally, that the certificate of incorporation of a corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of Title 8 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision became effective.  The Company’s certificate of incorporation contains such a provision limiting the personal liability of the Company’s directors to the extent permitted by the DGCL. 

Item 4.  Mine Safety Disclosures

None.

6

PART II

Item 5.  Market for the Registrant’s Common Equity and Related Stockholder Matters.

The Company’s common stock, $0.01 par value, is currently quoted on the OTC Pink Market under the symbol “iWSH”.  Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

The Company did not declare or pay any cash dividends on its common stock in 2022 or 2021. The Company currently intends to retain future earnings to finance the growth and development of its business however, the directors will also consider alternative for distributing some or all of its cash and cash equivalents to stockholders.

Issuer 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. The Company did not repurchase any common stock during the year ended December 31, 2021. At December 31, 2022 and 2021, the Company had repurchased an aggregate of 2,234,721 and 2,041,971, respectively, shares of its common stock and a total of 2,765,279 and 2,958,029 shares remained available for repurchase at December 31, 2022 and 2021, respectively, pursuant to the 5,000,000 shares repurchase plans. 

Item 6.  Selected Financial Data.

Not required.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General Overview

The Company is a “shell company”, as defined in Rule 12b-2 of the Exchange Act.  Because the Company is a shell company, its stockholders are unable to utilize Rule 144 to sell “restricted stock” as defined in Rule 144 or to otherwise use Rule 144 to sell its securities, and the Company is ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as the Company remains a shell company.  As a consequence, among other things, the offering, issuance and sale of its securities is likely to be more expensive and time consuming and may make its securities less attractive to investors.  See “Item 1A. Risk Factors”.

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 the Company has focused its development or acquisition efforts on sectors in which our management has expertise, the Company does not wish to limit itself to, or to foreclose any opportunities in, any particular industry or sector.  Prior to this use, the Company’ anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents and U.S. Treasury Bills) 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 (see Note 1 to the Consolidated Financial Statements). 

Investments

Investment in undeveloped properties.

The Company owns certain non-strategic assets, which includes an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut, which were fully impaired as of December 31, 2018, due to the Company's belief that the value of the land is nominal as there is no active market for sale of such land. The Company and its representatives continue to discuss a proposed ownership transfer with interested parties.

Management discussion of critical accounting policies

The following discussion and analysis of the financial condition and results of operations are based on the consolidated financial statements and notes to consolidated financial statements contained in this report that have been prepared in accordance with the rules and regulations of the SEC and include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

Certain of our accounting policies require higher degrees of judgment than others in their application. These include stock-based compensation and accounting for income taxes which are summarized below.

7

Stock-based compensation

Stock-based compensation cost for employees is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. Stock-based compensation cost for consultants is initially measured at the grant date based on the fair value of the award, remeasured each reporting date until the instrument vests, at which time the cost is established. The cost is recognized as an expense on a straight-line basis, as adjusted each reporting period, over the requisite service period, which is generally the vesting period. See Note 8 to the Consolidated Financial Statements for further information regarding the Company’s stock-based compensation assumptions and expense.

Income taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses, respectively. See Note 5 to the Consolidated Financial Statements for further information regarding the Company’s income taxes.

Results of Operations

Year ended December 31, 2022 compared to the year ended December 31, 2021

For the year ended December 31, 2022, the Company had a loss from operations before income taxes of $1,207,000 compared to a loss from operations before income taxes of $1,116,000 for the year ended December 31, 2021.   

The increased loss of $91,000 was primarily the result of an increase in Other operating expenses of $49,000, increase in Compensation and benefits of $10,000, and a decrease in Interest and other income of $32,000.

Other operating expenses

For the year ended December 31, 2022, Other operating expenses were $768,000 as compared to $719,000 for the year ended December 31, 2021. 

The increased operating expenses of $49,000 were primarily the result of increased professional fees of $42,000 and increased other expenses of $27,000, offset by decreased insurance expense of $8,000 and decreased equity-based compensation expense of $12,000.

Interest and other income

For the year ended December 31, 2022, Interest and other income was $21,000 as compared to $53,000 for the year ended December 31, 2021. 

The decreased interest and other income of $32,000 was primarily the result of increased interest income of $ 21,000, offset by decreased gain on extinguishment of debt of $53,000.

Income taxes

For the years ended December 31, 2022 and 2021, the income tax expense of zero and approximately $2,000, respectively, substantially represents accruals related to state minimum income taxes.

The Company recorded a full valuation allowance against its net deferred tax assets as of December 31, 2022 and 2021. Due to a full valuation allowance to offset deferred tax assets related to net operating loss carryforwards attributable to the loss, no tax benefit has been recorded in relation to the pre-tax loss for the years ended December 31, 2022 and 2021.

Financial condition, liquidity, and capital resources

Liquidity and Capital Resources

At December 31, 2022, the Company had cash and cash equivalents totaling $90,000 and short-term U.S. Treasury Bills totaling $4,130,000 which it intends to use to acquire interests in one or more operating businesses and to fund the Company’s general and administrative expenses. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and investments to stockholders.  The Company believes that its working capital is sufficient to support its operating requirements through March 31, 2024.

The decrease in cash and cash equivalents of $5,306,000 for the year ended December 31, 2022 was primarily the result of $1,160,000 used in operating activities, investment in U.S. Treasury Bills of $4,098,000, and the repurchase of Treasury stock for $48,000.

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Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

9

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to the Consolidated Financial Statements

Financial Statements of Wright Investors’ Service Holdings, Inc.

	Page
Report of Independent Registered Public Accounting Firm – (PCAOB ID: 274)	11
Consolidated Statements of Operations - Years ended December 31, 2022 and 2021	12
Consolidated Statement of Comprehensive Loss – Years ended December 31, 2022 and 2021	13
Consolidated Balance Sheets - December 31, 2022 and 2021	14
Consolidated Statements of Cash Flows - Years ended December 31, 2022 and 2021	15
Consolidated Statements of Changes in Stockholders’ Equity –Years ended December 31, 2022 and 2021	16
Notes to Consolidated Financial Statements	17

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Wright Investors' Service Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Wright Investors' Service Holdings, Inc. (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ EisnerAmper LLP

We have served as the Company’s auditor since 2004.

EISNERAMPER LLP

Fort Lauderdale, Florida

March 28, 2023

11

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Years Ended December 31,
	2022			2021
Expenses
Compensation and benefits	$	460		$	450
Other operating		768			719
Total operating expenses		1,228			1,169
Loss from operations		(1,228	)		(1,169	)
Interest and other income, net		21			53
Loss from operations before income taxes		(1,207	)		(1,116	)
Income tax expense		-			(2	)
Net loss	$	(1,207	)	$	(1,118	)
Basic and diluted weighted average common shares outstanding		20,504,457			20,286,936
Basic and diluted loss per share	$	(0.06	)	$	(0.06	)

See accompanying notes to consolidated financial statements.

12

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

	Years Ended December 31,
	2022			2021
Net loss	$	(1,207	)	$	(1,118	)
Unrealized gain on available for sale debt securities		32			-
Comprehensive loss	$	(1,175	)	$	(1,118	)

See accompanying notes to consolidated financial statements.

13

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents	$	90		$	5,396
Investments in U.S. Treasury Bills		4,130			-
Income tax receivable		73			73
Prepaid expenses and other current assets		100			46
Total current assets		4,393			5,515
Other assets		8			8
Total assets	$	4,401		$	5,523
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses		112			93
Total current liabilities		112			93
Total liabilities		112			93
Commitments and Contingencies – Note 9
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 December 31, 2022 and 2021, respectively; Outstanding 20,335,711 and 20,210,529 as of December 31, 2022 and 2021, respectively; 285,000 and 215,632 shares issuable as of December 31, 2022 and 2021, respectively.		213			210
Additional paid-in capital		34,395			34,316
Accumulated deficit		(28,604	)		(27,397	)
Accumulated other comprehensive income		32			-
Treasury stock, at cost (1,007,969 and 815,219 shares at December 31, 2022 and 2021, respectively)		(1,747	)		(1,699	)
Total stockholders' equity		4,289			5,430
Total liabilities and stockholders’ equity	$	4,401		$	5,523

See accompanying notes to consolidated financial statements.

14

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2022			2021
Cash flows from operating activities
Net loss	$	(1,207	)	$	(1,118	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors		82			94
Gain on extinguishment of debt		-			(53	)
Changes in other operating items:
Prepaid expenses and other current assets		(54	)		(6	)
Accounts payable and accrued expenses		19			10
Net cash used in operating activities		(1,160	)		(1,073	)
Cash flows from investing activities
Purchase of U.S. Treasury Bills		(4,098	)		-
Net cash used in investing activities		(4,098	)		-
Cash flows from financing activities
Purchase of Treasury Stock		(48	)		-
Net cash used in financing activities		(48	)		-
Net decrease in cash and cash equivalents		(5,306	)		(1,073	)
Cash and cash equivalents at the beginning of the year		5,396			6,469
Cash and cash equivalents at the end of the year	$	90		$	5,396
Supplemental disclosures of cash flow information
Net cash paid during the year for Income taxes	$	-		$	2
Unrealized gain on available for sale securities	$	32		$	-

See accompanying notes to consolidated financial statements.

15

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 2022 AND 2021

(in thousands, except share data)

	Common stock shares		(Issued) amount		Additional paid – in Capital		Accumulated deficit			Accumulated Other Comprehensive Income		Treasury stock at, cost			Total Stock- holders’ equity
Balance at December 31, 2020		20,654,996	$	206		34,226	$	(26,279	)		-	$	(1,699	)	$	6,454
Net loss		-		-		-		(1,118	)		-		-			(1,118	)
Equity based compensation expense		-		-		14		-			-		-			14
Stock based compensation expense to directors		370,752		4		76		-			-		-			80
Balance at December 31, 2021		21,025,748	$	210	$	34,316	$	(27,397	)		-	$	(1,699	)	$	5,430
Net loss		-		-		-		(1,207	)		-		-			(1,207	)
Equity based compensation expense		100,000		1		1		-			-		-			2
Purchase of Treasury Stock		-		-		-							(48	)		(48	)
Other Comprehensive Income		-		-		-		-			32		-			32
Stock based compensation expense to directors		217,932		2		78		-			-		-			80
Balance at December 31, 2022		21,343,680	$	213	$	34,395	$	(28,604	)	$	32	$	(1,747	)	$	4,289

See accompanying notes to consolidated financial statements.

16

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

1. Description of activities

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and investments in U.S. Treasury Bills, 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, exclusive of government securities. As of December 31, 2022, the Company is not considered an inadvertent investment company.

2. Summary of significant accounting policies

Principles of consolidation.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, all of which are inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from these estimates.

Cash and cash equivalents

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.  Cash equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in U.S. Treasury Bills. Cash and cash equivalents amounted to approximately $90,000 and $5,396,000 at December 31, 2022 and 2021, respectively.

17

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

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 December 31, 2022, and 2021, the Company held $4,130,000 and $5,250,000 in U.S. government 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 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 securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021.

Short-term investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date. These securities are considered as available for sale and are reported at fair value. Unrealized gains and losses would be recorded net of tax as a component of Accumulated other comprehensive income within Shareholders' equity. Declines in market value from the original cost deemed to be "other-than-temporary" are charged to Interest and other income, net, in the period in which the loss occurs. The Company considers both the duration for which a decline in value has occurred and the extent of the decline in its determination of whether a decline in value has been “other than temporary.” Realized gains and losses are calculated based on the specific identification method and are included in Interest and other income, net, in the Consolidated Statement of Operations.

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

	Fair Value Measurements as of December 31, 2022
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in U.S. Treasury bills	$	4,130	$	-	$	4,130		-

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

18

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

Investments in debt securities as of December 31, 2022 are summarized by type below (in thousands).

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury bills	$	4,098	$	32	$	-	$	4,130
Total	$	4,098	$	32	$	-	$	4,130

All investments in debt securities are due in one year or less as of December 31, 2022.

Investment in undeveloped land

The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

Per share data

Loss per share for the year ended December 31, 2022 and 2021, respectively, is calculated based on 20,504,457 and 20,286,936 weighted average outstanding shares of common stock, including weighted average issuable shares of 182,905 and 276,043 at December 31, 2022 and 2021, respectively.

Stock awards

Unvested Stock awards for 33,334 shares of common stock for the year ended December 31, 2021 were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for that year. At December 31, 2022, all shares had vested and were issued.

Stock-based compensation

Stock-based compensation cost for employees is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. In accordance with ASU 2016-09, the Company has made the accounting policy election to continue to estimate forfeitures based upon historical occurrences. See Note 8 to the Consolidated Financial Statements for further information regarding the Company’s stock-based compensation assumptions and expense.

Income taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses, respectively. The Company had no income tax uncertainties at December 31, 2022 and 2021.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and investments. Investments in cash and money market funds are insured up to $250,000 per depositor, per insured bank. Investments in U.S. Treasury Bills are insured up to $500,000. For the years ended December 31, 2022 and 2021, a substantial portion of the Company's investments in cash and U.S. Treasury Bills are in excess of these limits.

19

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

3. Certain 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 consolidated financial statements.

4. Accounts payable and accrued expenses

Accounts payable and accrued expenses consist of the following (in thousands):

	Year Ended December 31,
	2022		2021
Accrued professional fees	$	55	$	40
Other		57		53
Total	$	112	$	93

5. Income taxes

The components of income tax expense (benefit) are as follows (in thousands):

	Year Ended December 31,
	2022		2021
Current
Federal	$	-	$	-
State and local		-		2
Total current		-		2
Deferred
Federal	$	-	$	-
State and local		-		-
Total deferred	$	-	$	-
Total income tax expense	$	-	$	2

 For the year ended December 31, 2021, current income tax expense related to operations represents accruals of minimum state income taxes.

The difference between the benefit for income taxes computed at the statutory rate and the reported amount of tax expense (benefit) from operations is as follows:

	Year ended December 31,
	2022			2021
Federal income tax rate		(21.0	)%		(21.0	)%
State income tax (net of federal effect)		(0.6	)		(5.0	)
Change in valuation allowance		3.1			26.4
Deferred tax adjustment		17.0			-
Non-deductible expenses / (non-taxable income)		1.5			(0.2	)
Effective tax rate		-	%		0.2	%

20

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

The deferred tax assets and liabilities are summarized as follows (in thousands):

	December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	5,030		$	4,770
Capital loss carryforwards		620			703
Equity-based compensation		16			157
Unrealized loss on investments		89			98
Other		2			-
Gross deferred tax assets		5,757			5,728
Less: valuation allowance		(5,757	)		(5,728	)
Deferred tax assets after valuation allowance		-			-
Net Deferred tax assets	$	-			-

A valuation allowance is provided when it is more likely than not that some portion of deferred tax assets will not be realized. The valuation allowance increased by approximately $29,000 and $294,000 respectively, during the years ended December 31, 2022 and 2021. The increases in the valuation allowance during the years ended December 31, 2022 and 2021 were mainly due to increases in the net operating loss carryforward and other deferred tax assets.

The Company files a consolidated federal tax return with its subsidiaries. As of December 31, 2022, the Company has a federal net operating loss carryforward of approximately $22,395,000, of which $15,177,000 expires from 2031 through 2037, and $7,218,000 does not expire. The Company also has various state and local net operating loss carryforwards totaling approximately $6,239,000, which expire between 2025 and 2043, and a capital loss carryforward of approximately $2,371,000, which expires in 2023.

6. Loan Payable

On May 1, 2020, the Company received $53,000 from Fieldpoint Private Bank pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make operating expense payments to support business continuity throughout the COVID-19 pandemic. The total amount of the PPP Loan was forgiven as of January 7, 2021 and the gain on extinguishment of debt of $53,000 was recorded as Other Income for the year ended December 31, 2021. 

7. 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. The Company did not repurchase any common stock during the year ended December 31, 2021. At December 31, 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 December 31, 2022. At December 31, 2021, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the authorized shares, remained available for repurchase at December 31, 2021.

During the year ended December 31, 2022, the Company issued 217,932 shares of Company common stock to directors, 100,000 stock awards vested and were issued and there were 285,000 shares of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 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. 

21

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

8. 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 December 31, 2022, all shares had vested and were issued.

The Company recorded compensation expense of approximately $1,750 and $13,800 for the years ended December 31, 2022 and 2021, respectively, related to those stock awards.

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 December 31, 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 year of 2022.

As of December 31, 2021, 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 year of 2021. During 2021, 100,000 options with a weighted average exercise price of $1.29, a weighted average contractual term of 1 year, and zero aggregate intrinsic value per share had expired.

Capital Stock

The Company’s Director Compensation Program (the “Compensation Program”) provided for payment to Directors who are not employees of the Company of (i) annual stock compensation for serving as a member of the Board or committee of the Board, and (ii) cash compensation for attendance in person or by telephone of meetings of the Board or committee of the Board.

During the year ended December 31, 2022, the Company incurred $80,000 of director fees payable in 353,966 shares of its common stock, of which 68,966 were issued and 285,000 are issuable as of December 31, 2022. As of December 31, 2022, there were 285,000 shares of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 2022.

In March 2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that effective January 1, 2023 for (i) the termination of the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board and (ii) the termination of the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board as long as the Company remains a Shell Company.

9. Commitments, Contingencies, and Other

The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dan, in which the Company and its subsidiaries have certain ownership interests. Both matters have been fully resolved. In February 2020 and May 2020, DEEP issued to the Company Certificates of Compliance for the Consent Orders relating to Acme Pond Dam and Killingly Pond Dam, respectively. 

22

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management including our Chief Executive Officer and our Acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended.  Based on that evaluation, our Chief Executive Officer and Acting Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 2022 were effective. 

(b) Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f).  Our internal control processes and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with United States generally accepted accounting principles.  Our internal control over financial reporting includes those policies and procedures that reasonably allow us to record, process, summarize, and report information and financial data within prescribed time periods and in accordance with Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our Chief Executive Officer and Acting Chief Financial Officer, the Company conducted an evaluation of internal control over financial reporting as of December 31, 2022 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) (“COSO Framework”).  Based upon our evaluation, the Company concluded that our internal control over financial reporting was effective as of December 31, 2022.

(c) Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.

(d) Changes in Internal Control over Financial Reporting

The Company’s Chief Executive Officer and Acting Chief Financial Officer have also concluded that there have not been any changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected or are reasonably likely to materially effect, the Company’s internal control over financial reporting.

Item 9B.    Other Information

None

23

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the Company’s fiscal year end of December 31, 2022 for its annual stockholders’ meeting for 2022 (the “Proxy Statement”) under the captions “Directors and Executive Officers”, “Corporate Governance”, “Compliance with Section 16(a) of the Exchange Act”, “Code of Ethics” and “Audit Committee.”

Item 11.  Executive Compensation.

The information required by this item is incorporated by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders under the caption “Executive Compensation.”

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Additional information required by this item is incorporated by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders under the caption “Stock Ownership of Management and Principal Stockholders”.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

This information required by this item is incorporated by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders under the captions “Certain Transactions with Management” and “Director Independence”.

Item 14.  Principal Accounting Fees and Services.

The information regarding principal accountant fees and services and the Company’s pre-approval policies and procedures for audit and non-audit services provided by the Company’s independent accountants is incorporated by reference to the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders under the caption “Principal Accountant Fees and Services.”

Item 15. Exhibits and Financial Statement Schedules

(a)(1) The following financial statements are included in Part II, Item 8. Financial Statements and Supplementary Data:

	Page
Financial Statements of Wright Investors’ Service Holdings, Inc.:
Report of Independent Registered Public Accounting Firm	11
Consolidated Statements of Operations - Years ended December 31, 2022 and 2021	12
Consolidated Statements of Comprehensive Income - Years ended December 31, 2022 and 2021	13
Consolidated Balance Sheets - December 31, 2022 and 2021	14
Consolidated Statements of Cash Flows - Years ended December 31, 2022 and 2021	15
Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2022 and 2021	16
Notes to Consolidated Financial Statements	17

(a)(2)	Schedules have been omitted because they are not required or are not applicable, or the required information has been included in the financial statements or the notes thereto.
(a)(3)	See accompanying Index to Exhibits.

24

EXHIBITS
3(i)		Articles of Incorporation. Incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form S-1, Registration No. 333-118568.
3(ii)		Bylaws. Incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form S-1, Registration No. 333-118568.
4.1		Form of certificate representing shares of common stock, par value $0.01 per share. Incorporated herein by reference to Exhibit 4.1 of the Registrant’s Form S-1, Registration No. 333-118568.
10.1		Form of Restricted Stock Unit Agreement. Incorporated herein by reference to Exhibit 10.9 of the Registrant’s Form 8-K filed on December 22, 2012.
14		Code of Business Conduct and Ethics for Chief Executive Officer and Senior Financial Officers of the Registrant and its subsidiaries. Incorporated herein by reference to Exhibit 14.1 to the Registrant’s Form 10-K for the year ended December 31, 2004 filed on April 15, 2005
21		Subsidiaries of the Registrant*
31.1	*	Certification of the principal executive officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a)
31.2	*	Certification of the principal financial officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a)
32	*	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 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 within

Item 16. Form 10-K Summary

None.

25

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:  March 28, 2023	By:	/s/ HARVEY P. EISEN
		Name:	Harvey P. Eisen
		Title:	Chairman, President and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ HARVEY P. EISEN	Chairman, President and Chief Executive Officer	March 28, 2023
Harvey P. Eisen	(Principal Executive Officer)
/s/ HAROLD KAHN	Acting Chief Financial Officer and Acting Principal Accounting Officer	March 28, 2023
Harold Kahn	(Principal Financial Officer)
/s/ LAWRENCE G. SCHAFRAN	Director	March 28, 2023
Lawrence G. Schafran
/s/ DORT CAMERON III	Director	March 28, 2023
Dort Cameron III

26

EX-21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

Name of Subsidiary	Other Names Under Which Subsidiary Conducts Business	State or Other Jurisdiction of Incorporation or Organization
NPDV Resources, Inc.	N/A	Delaware
Chestnut Hill Reservoir Company	N/A	Connecticut

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Harvey P. Eisen, certify that:

1. I have reviewed this annual report on Form 10-K 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: March 28, 2023

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

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Harold Kahn, certify that:

1. I have reviewed this annual report on Form 10-K 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: March 28, 2023

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

EX-32

Exhibit 32

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 Annual Report on Form 10-K of Wright Investors’ Service Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 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:	March 28, 2023

/s/ HAROLD KAHN
Name:	Harold Kahn
Title:	Acting Chief Financial Officer and
	Acting Principal Accounting Officer
Date:	March 28, 2023

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 14, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	Wright Investors Service Holdings, Inc.
Trading Symbol	IWSH
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		20,620,711
Entity Public Float			$ 4,000,000
Amendment Flag	false
Entity Central Index Key	0001279715
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
ICFR Auditor Attestation Flag	false
Document Annual 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
Title of 12(g) Security	Common Stock, $0.01 Par Value
Entity Interactive Data Current	Yes
Auditor Firm ID	274
Auditor Name	EisnerAmper LLP
Auditor Location	Fort Lauderdale, Florida
Security Exchange Name	NONE

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Expenses
Compensation and benefits	$ 460	$ 450
Other operating	768	719
Total operating expenses	1,228	1,169
Loss from operations	(1,228)	(1,169)
Interest and other income, net	21	53
Loss from operations before income taxes	(1,207)	(1,116)
Income tax expense		(2)
Net loss	$ (1,207)	$ (1,118)
Basic and diluted weighted average common shares outstanding (in Shares)	20,504,457	20,286,936
Basic and diluted loss per share (in Dollars per share)	$ (0.06)	$ (0.06)

XML

Consolidated Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Diluted weighted average common shares outstanding	20,504,457	20,286,936
Diluted loss per share	$ (0.06)	$ (0.06)

XML

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,207)	$ (1,118)
Unrealized gain on available for sale debt securities	32
Comprehensive loss	$ (1,175)	$ (1,118)

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 90	$ 5,396
Investments in U.S. Treasury Bills	4,130
Income tax receivable	73	73
Prepaid expenses and other current assets	100	46
Total current assets	4,393	5,515
Other assets	8	8
Total assets	4,401	5,523
Current liabilities
Accounts payable and accrued expenses	112	93
Total current liabilities	112	93
Total liabilities	112	93
Commitments and Contingencies – Note 9
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 December 31, 2022 and 2021, respectively; Outstanding 20,335,711 and 20,210,529 as of December 31, 2022 and 2021, respectively; 285,000 and 215,632 shares issuable as of December 31, 2022 and 2021, respectively.	213	210
Additional paid-in capital	34,395	34,316
Accumulated deficit	(28,604)	(27,397)
Accumulated other comprehensive income	32
Treasury stock, at cost (1,007,969 and 815,219 shares at December 31, 2022 and 2021, respectively)	(1,747)	(1,699)
Total stockholders' equity	4,289	5,430
Total liabilities and stockholders’ equity	$ 4,401	$ 5,523

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 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	285,000	215,632
Treasury stock, shares	1,007,969	815,219

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (1,207)	$ (1,118)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors	82	94
Gain on extinguishment of debt		(53)
Changes in other operating items:
Prepaid expenses and other current assets	(54)	(6)
Accounts payable and accrued expenses	19	10
Net cash used in operating activities	(1,160)	(1,073)
Cash flows from investing activities
Purchase of U.S. Treasury Bills	(4,098)
Net cash used in investing activities	(4,098)
Cash flows from financing activities
Purchase of Treasury Stock	(48)
Net cash used in financing activities	(48)
Net decrease in cash and cash equivalents	(5,306)	(1,073)
Cash and cash equivalents at the beginning of the year	5,396	6,469
Cash and cash equivalents at the end of the year	90	5,396
Supplemental disclosures of cash flow information
Net cash paid during the year for Income taxes		2
Unrealized gain on available for sale securities	$ 32

XML

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Common stock (Issued)	Additional paid -in capital	Accumulated deficit	Accumulated Other Comprehensive Income	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			(1,118)			(1,118)
Equity based compensation expense		14				14
Stock based compensation expense to directors	$ 4	76				80
Stock based compensation expense to directors (in Shares)	370,752
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			(1,207)			(1,207)
Equity based compensation expense	$ 1	1				2
Equity based compensation expense (in Shares)	100,000
Purchase of Treasury Stock					(48)	(48)
Other Comprehensive Income				32		32
Stock based compensation expense to directors	$ 2	78				80
Stock based compensation expense to directors (in Shares)	217,932
Balance at Dec. 31, 2022	$ 213	$ 34,395	$ (28,604)	$ 32	$ (1,747)	$ 4,289
Balance (in Shares) at Dec. 31, 2022	21,343,680

XML

Description of activities

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Description of activities

1. Description of activities

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and investments in U.S. Treasury Bills, 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, exclusive of government securities. As of December 31, 2022, the Company is not considered an inadvertent investment company.

XML

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of significant accounting policies

2. Summary of significant accounting policies

Principles of consolidation.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, all of which are inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from these estimates.

Cash and cash equivalents

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.  Cash equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in U.S. Treasury Bills. Cash and cash equivalents amounted to approximately $90,000 and $5,396,000 at December 31, 2022 and 2021, respectively.

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 December 31, 2022, and 2021, the Company held $4,130,000 and $5,250,000 in U.S. government 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 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 securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021.

Short-term investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date. These securities are considered as available for sale and are reported at fair value. Unrealized gains and losses would be recorded net of tax as a component of Accumulated other comprehensive income within Shareholders' equity. Declines in market value from the original cost deemed to be "other-than-temporary" are charged to Interest and other income, net, in the period in which the loss occurs. The Company considers both the duration for which a decline in value has occurred and the extent of the decline in its determination of whether a decline in value has been “other than temporary.” Realized gains and losses are calculated based on the specific identification method and are included in Interest and other income, net, in the Consolidated Statement of Operations.

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

	Fair Value Measurements as of December 31, 2022
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in U.S. Treasury bills	$	4,130	$	-	$	4,130		-

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

Investments in debt securities as of December 31, 2022 are summarized by type below (in thousands).

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury bills	$	4,098	$	32	$	-	$	4,130
Total	$	4,098	$	32	$	-	$	4,130

All investments in debt securities are due in one year or less as of December 31, 2022.

Investment in undeveloped land

The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

Per share data

Loss per share for the year ended December 31, 2022 and 2021, respectively, is calculated based on 20,504,457 and 20,286,936 weighted average outstanding shares of common stock, including weighted average issuable shares of 182,905 and 276,043 at December 31, 2022 and 2021, respectively.

Stock awards

Unvested Stock awards for 33,334 shares of common stock for the year ended December 31, 2021 were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for that year. At December 31, 2022, all shares had vested and were issued.

Stock-based compensation

Stock-based compensation cost for employees is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. In accordance with ASU 2016-09, the Company has made the accounting policy election to continue to estimate forfeitures based upon historical occurrences. See Note 8 to the Consolidated Financial Statements for further information regarding the Company’s stock-based compensation assumptions and expense.

Income taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses, respectively. The Company had no income tax uncertainties at December 31, 2022 and 2021.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and investments. Investments in cash and money market funds are insured up to $250,000 per depositor, per insured bank. Investments in U.S. Treasury Bills are insured up to $500,000. For the years ended December 31, 2022 and 2021, a substantial portion of the Company's investments in cash and U.S. Treasury Bills are in excess of these limits.

XML

Certain New Accounting guidance not yet adopted

12 Months Ended

Dec. 31, 2022

Certain New Accounting Guidance Not Yet Adopted [Abstract]

Certain New Accounting guidance not yet adopted

3. Certain 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 consolidated financial statements.

XML

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2022

Accounts payable and accrued expenses [Abstract]

Accounts payable and accrued expenses

4. Accounts payable and accrued expenses

Accounts payable and accrued expenses consist of the following (in thousands):

	Year Ended December 31,
	2022		2021
Accrued professional fees	$	55	$	40
Other		57		53
Total	$	112	$	93

XML

Income taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income taxes

5. Income taxes

The components of income tax expense (benefit) are as follows (in thousands):

	Year Ended December 31,
	2022		2021
Current
Federal	$	-	$	-
State and local		-		2
Total current		-		2
Deferred
Federal	$	-	$	-
State and local		-		-
Total deferred	$	-	$	-
Total income tax expense	$	-	$	2

 For the year ended December 31, 2021, current income tax expense related to operations represents accruals of minimum state income taxes.

The difference between the benefit for income taxes computed at the statutory rate and the reported amount of tax expense (benefit) from operations is as follows:

	Year ended December 31,
	2022			2021
Federal income tax rate		(21.0	)%		(21.0	)%
State income tax (net of federal effect)		(0.6	)		(5.0	)
Change in valuation allowance		3.1			26.4
Deferred tax adjustment		17.0			-
Non-deductible expenses / (non-taxable income)		1.5			(0.2	)
Effective tax rate		-	%		0.2	%

The deferred tax assets and liabilities are summarized as follows (in thousands):

	December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	5,030		$	4,770
Capital loss carryforwards		620			703
Equity-based compensation		16			157
Unrealized loss on investments		89			98
Other		2			-
Gross deferred tax assets		5,757			5,728
Less: valuation allowance		(5,757	)		(5,728	)
Deferred tax assets after valuation allowance		-			-
Net Deferred tax assets	$	-			-

A valuation allowance is provided when it is more likely than not that some portion of deferred tax assets will not be realized. The valuation allowance increased by approximately $29,000 and $294,000 respectively, during the years ended December 31, 2022 and 2021. The increases in the valuation allowance during the years ended December 31, 2022 and 2021 were mainly due to increases in the net operating loss carryforward and other deferred tax assets.

The Company files a consolidated federal tax return with its subsidiaries. As of December 31, 2022, the Company has a federal net operating loss carryforward of approximately $22,395,000, of which $15,177,000 expires from 2031 through 2037, and $7,218,000 does not expire. The Company also has various state and local net operating loss carryforwards totaling approximately $6,239,000, which expire between 2025 and 2043, and a capital loss carryforward of approximately $2,371,000, which expires in 2023.

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Loan Payable

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Loan Payable

6. Loan Payable

On May 1, 2020, the Company received $53,000 from Fieldpoint Private Bank pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make operating expense payments to support business continuity throughout the COVID-19 pandemic. The total amount of the PPP Loan was forgiven as of January 7, 2021 and the gain on extinguishment of debt of $53,000 was recorded as Other Income for the year ended December 31, 2021. 

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Capital Stock

12 Months Ended

Dec. 31, 2022

Capital Stock [Abstract]

Capital Stock

7. 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. The Company did not repurchase any common stock during the year ended December 31, 2021. At December 31, 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 December 31, 2022. At December 31, 2021, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the authorized shares, remained available for repurchase at December 31, 2021.

During the year ended December 31, 2022, the Company issued 217,932 shares of Company common stock to directors, 100,000 stock awards vested and were issued and there were 285,000 shares of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 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

12 Months Ended

Dec. 31, 2022

Incentive stock plans and stock-based compensation [Abstract]

Incentive stock plans and stock-based compensation

8. 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 December 31, 2022, all shares had vested and were issued.

The Company recorded compensation expense of approximately $1,750 and $13,800 for the years ended December 31, 2022 and 2021, respectively, related to those stock awards.

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 December 31, 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 year of 2022.

As of December 31, 2021, 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 year of 2021. During 2021, 100,000 options with a weighted average exercise price of $1.29, a weighted average contractual term of 1 year, and zero aggregate intrinsic value per share had expired.

Capital Stock

The Company’s Director Compensation Program (the “Compensation Program”) provided for payment to Directors who are not employees of the Company of (i) annual stock compensation for serving as a member of the Board or committee of the Board, and (ii) cash compensation for attendance in person or by telephone of meetings of the Board or committee of the Board.

During the year ended December 31, 2022, the Company incurred $80,000 of director fees payable in 353,966 shares of its common stock, of which 68,966 were issued and 285,000 are issuable as of December 31, 2022. As of December 31, 2022, there were 285,000 shares of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 2022.

In March 2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that effective January 1, 2023 for (i) the termination of the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board and (ii) the termination of the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board as long as the Company remains a Shell Company.

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Commitments, Contingencies, and Other

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies, and Other

9. Commitments, Contingencies, and Other

The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dan, in which the Company and its subsidiaries have certain ownership interests. Both matters have been fully resolved. In February 2020 and May 2020, DEEP issued to the Company Certificates of Compliance for the Consent Orders relating to Acme Pond Dam and Killingly Pond Dam, respectively. 

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Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of consolidation

Principles of consolidation.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, all of which are inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents

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.  Cash equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in U.S. Treasury Bills. Cash and cash equivalents amounted to approximately $90,000 and $5,396,000 at December 31, 2022 and 2021, respectively.

Investment Valuation

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 December 31, 2022, and 2021, the Company held $4,130,000 and $5,250,000 in U.S. government 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 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 securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021.

Short-term investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date. These securities are considered as available for sale and are reported at fair value. Unrealized gains and losses would be recorded net of tax as a component of Accumulated other comprehensive income within Shareholders' equity. Declines in market value from the original cost deemed to be "other-than-temporary" are charged to Interest and other income, net, in the period in which the loss occurs. The Company considers both the duration for which a decline in value has occurred and the extent of the decline in its determination of whether a decline in value has been “other than temporary.” Realized gains and losses are calculated based on the specific identification method and are included in Interest and other income, net, in the Consolidated Statement of Operations.

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

	Fair Value Measurements as of December 31, 2022
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in U.S. Treasury bills	$	4,130	$	-	$	4,130		-

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

Investments in debt securities as of December 31, 2022 are summarized by type below (in thousands).

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury bills	$	4,098	$	32	$	-	$	4,130
Total	$	4,098	$	32	$	-	$	4,130

All investments in debt securities are due in one year or less as of December 31, 2022.

Investment in undeveloped land

Investment in undeveloped land

The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

Per share data

Per share data

Loss per share for the year ended December 31, 2022 and 2021, respectively, is calculated based on 20,504,457 and 20,286,936 weighted average outstanding shares of common stock, including weighted average issuable shares of 182,905 and 276,043 at December 31, 2022 and 2021, respectively.

Stock awards

Stock awards

Unvested Stock awards for 33,334 shares of common stock for the year ended December 31, 2021 were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for that year. At December 31, 2022, all shares had vested and were issued.

Stock-based compensation

Stock-based compensation

Stock-based compensation cost for employees is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. In accordance with ASU 2016-09, the Company has made the accounting policy election to continue to estimate forfeitures based upon historical occurrences. See Note 8 to the Consolidated Financial Statements for further information regarding the Company’s stock-based compensation assumptions and expense.

Income taxes

Income taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses, respectively. The Company had no income tax uncertainties at December 31, 2022 and 2021.

Concentrations of credit risk

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and investments. Investments in cash and money market funds are insured up to $250,000 per depositor, per insured bank. Investments in U.S. Treasury Bills are insured up to $500,000. For the years ended December 31, 2022 and 2021, a substantial portion of the Company's investments in cash and U.S. Treasury Bills are in excess of these limits.

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Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of financial instruments at fair value

	Fair Value Measurements as of December 31, 2022
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments in U.S. Treasury bills	$	4,130	$	-	$	4,130		-

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

Schedule of investments in debt securities

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury bills	$	4,098	$	32	$	-	$	4,130
Total	$	4,098	$	32	$	-	$	4,130

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Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Accounts payable and accrued expenses [Abstract]

Schedule of accounts payable and accrued expense

	Year Ended December 31,
	2022		2021
Accrued professional fees	$	55	$	40
Other		57		53
Total	$	112	$	93

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Income taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of income tax expense (benefit)

	Year Ended December 31,
	2022		2021
Current
Federal	$	-	$	-
State and local		-		2
Total current		-		2
Deferred
Federal	$	-	$	-
State and local		-		-
Total deferred	$	-	$	-
Total income tax expense	$	-	$	2

Schedule of benefit for income taxes

	Year ended December 31,
	2022			2021
Federal income tax rate		(21.0	)%		(21.0	)%
State income tax (net of federal effect)		(0.6	)		(5.0	)
Change in valuation allowance		3.1			26.4
Deferred tax adjustment		17.0			-
Non-deductible expenses / (non-taxable income)		1.5			(0.2	)
Effective tax rate		-	%		0.2	%

Schedule of deferred tax assets and liabilities

	December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	5,030		$	4,770
Capital loss carryforwards		620			703
Equity-based compensation		16			157
Unrealized loss on investments		89			98
Other		2			-
Gross deferred tax assets		5,757			5,728
Less: valuation allowance		(5,757	)		(5,728	)
Deferred tax assets after valuation allowance		-			-
Net Deferred tax assets	$	-			-

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Summary of significant accounting policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of significant accounting policies (Details) [Line Items]
Cash and cash equivalents	$ 90,000	$ 5,396,000
Amount held in government securities	$ 4,130,000	$ 5,250,000
Weighted average outstanding shares of common stock (in Shares)	20,504,457	20,286,936
Weighted average shares issuable (in Shares)	182,905	276,043
Unvested stock awards (in Shares)		33,334
Money Market Funds [Member]
Summary of significant accounting policies (Details) [Line Items]
Cash insured amount		$ 250,000
US Treasury Bill Securities [Member]
Summary of significant accounting policies (Details) [Line Items]
Cash insured amount		$ 500,000

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Summary of significant accounting policies (Details) - Schedule of financial instruments at fair value - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of significant accounting policies (Details) - Schedule of financial instruments at fair value [Line Items]
Investments in U.S. Treasury bills	$ 4,130
U.S. Treasury bills included in cash and cash equivalents		$ 5,250
Quoted Prices in Active Markets for Identical Assets (Level 1)
Summary of significant accounting policies (Details) - Schedule of financial instruments at fair value [Line Items]
Investments in U.S. Treasury bills
U.S. Treasury bills included in cash and cash equivalents
Significant Other Observable Inputs (Level 2)
Summary of significant accounting policies (Details) - Schedule of financial instruments at fair value [Line Items]
Investments in U.S. Treasury bills	4,130
U.S. Treasury bills included in cash and cash equivalents		5,250
Significant Unobservable Inputs (Level 3)
Summary of significant accounting policies (Details) - Schedule of financial instruments at fair value [Line Items]
Investments in U.S. Treasury bills
U.S. Treasury bills included in cash and cash equivalents

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Summary of significant accounting policies (Details) - Schedule of investments in debt securities $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Summary of significant accounting policies (Details) - Schedule of investments in debt securities [Line Items]
Amortized Cost	$ 4,098
Gross Unrealized Gains	32
Gross Unrealized Losses
Fair Value	4,130
U.S. Treasury bills [Member]
Summary of significant accounting policies (Details) - Schedule of investments in debt securities [Line Items]
Amortized Cost	4,098
Gross Unrealized Gains	32
Gross Unrealized Losses
Fair Value	$ 4,130

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Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expense - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Accounts Payable and Accrued Expense [Abstract]
Accrued professional fees	$ 55	$ 40
Other	57	53
Total	$ 112	$ 93

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Income taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income taxes (Details) [Line Items]
Valuation allowance increased	$ 29,000	$ 294,000
Capital loss carryforward	620,000	$ 703,000
Federal [Member]
Income taxes (Details) [Line Items]
Operating loss carryforward	22,395,000
Amount of operating loss carryforward that expires	$ 15,177,000
Expiration date, description	expires from 2031 through 2037
Operating loss carryforwards that does not expire	$ 7,218,000
State and Local [Member]
Income taxes (Details) [Line Items]
Operating loss carryforward	$ 6,239,000
Expiration date, description	expire between 2025 and 2043
Capital loss carryforward	$ 2,371,000

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Income taxes (Details) - Schedule of income tax expense (benefit) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
Federal
State and local		2
Total current		2
Deferred
Federal
State and local
Total deferred
Total income tax expense		$ 2

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Income taxes (Details) - Schedule of benefit for income taxes	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Benefit for Income Taxes [Abstract]
Federal income tax rate	(21.00%)	(21.00%)
State income tax (net of federal effect)	(0.60%)	(5.00%)
Change in valuation allowance	3.10%	26.40%
Deferred tax adjustment	17.00%
Non-deductible expenses / (non-taxable income)	1.50%	(0.20%)
Effective tax rate		0.20%

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Income taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Deferred Tax Assets and Liabilities [Abstract]
Net operating loss carryforwards	$ 5,030	$ 4,770
Capital loss carryforwards	620	703
Equity-based compensation	16	157
Unrealized loss on investments	89	98
Other	2
Gross deferred tax assets	5,757	5,728
Less: valuation allowance	(5,757)	(5,728)
Deferred tax assets after valuation allowance
Net Deferred tax assets

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Loan Payable (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	May 01, 2020
Loan Payable (Details) [Line Items]
Gain on extinguishment of debt	$ 53,000
PPP Loans Member]
Loan Payable (Details) [Line Items]
Gain on extinguishment of debt	$ 53,000
Loan received		$ 53,000
Loan forgiveness date	Jan. 07, 2021

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Capital Stock (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Apr. 05, 2022	Dec. 31, 2022	Dec. 31, 2021
Capital Stock (Details) [Line Items]
Authorized number of shares to be repurchased		5,000,000
Purchase of common stock	192,750
Transaction price per share (in Dollars per share)	$ 0.25
Transaction amount (in Dollars)	$ 48,000
Number of shares repurchased		2,234,721	2,041,971
Remaining number of shares available for repurchase		2,765,279	2,958,029
Director [Member]
Capital Stock (Details) [Line Items]
Common stock to be issued		217,932
Stock awards vested and issued		100,000
Shares to be issued		285,000

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Incentive Stock Plans and Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 13, 2019	Dec. 31, 2022	Dec. 31, 2021
Incentive Stock Plans and Stock-Based Compensation (Details) [Line Items]
Options exercises			100,000
Weighted average exercise price (in Dollars per share)			$ 1.29
Weighted average contractual term			1 year
Intrinsic value per share (in Dollars per share)			$ 0
Director fees payable (in Dollars)		$ 80,000
Common stock shares		353,966
Shares issuable		285,000
Common Stock [Member]
Incentive Stock Plans and Stock-Based Compensation (Details) [Line Items]
Shares issued		68,966
Shares issuable		285,000
Newly appointed director [Member] | Stock Awards [Member]
Incentive Stock Plans and Stock-Based Compensation (Details) [Line Items]
Stock awards were issued	100,000
Vesting period for plan	3 years
Share price of stock awards granted (in Dollars per share)	$ 0.42
Compensation expense (in Dollars)		$ 1,750	$ 13,800