10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2023
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

Commission File Number: 000-50587

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

(914) 242-5700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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

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

As of May 12, 2023, there were 20,620,711 shares of the registrant’s common stock, $0.01 par value, outstanding. 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

TABLE OF CONTENTS

	Part I.  Financial Information	Page No.
Item 1.	Financial Statements of Wright Investors’ Service Holdings, Inc.	1
	Condensed Consolidated Balance Sheets - March 31, 2023 (Unaudited) and December 31, 2022	1
	Condensed Consolidated Statements of Operations- Three Months Ended March 31, 2023 and 2022 (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Loss- Three Months Ended March 31, 2023 and 2022 (Unaudited)	3
	Condensed Consolidated Statement of Changes in Stockholders’ Equity- Three Months Ended March 31, 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statement of Cash Flows- Three Months Ended March 31, 2023 and 2022 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements - Three Months Ended March 31, 2023 and 2022 (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4.	Controls and Procedures	12
	Part II. Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
SIGNATURES		15

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	March 31,			December 31,
	2023			2022
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	103		$	90
Investments in U.S. Treasury Bills		3,871			4,130
Income tax receivable		73			73
Prepaid expenses and other current assets		68			100
Total current assets		4,115			4,393
Other assets		8			8
Total assets	$	4,123		$	4,401
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	113		$	112
Total current liabilities		113			112
Total liabilities	$	113		$	112
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 21,628,680 and 21,343,680 as of March 31, 2023 and December 31, 2022, respectively; Outstanding 20,620,711 and 20,335,711 at March 31, 2023 and December 31, 2022, respectively; 0 and 285,000 shares issuable as of March 31, 2023 and December 31, 2022, respectively		216			213
Additional paid-in capital		34,392			34,395
Accumulated deficit		(28,918	)		(28,604	)
Accumulated other comprehensive income		67			32
Treasury stock, at cost (1,007,969 shares at March 31, 2023 and December 31, 2022)		(1,747	)		(1,747	)
Total stockholders' equity		4,010			4,289
Total liabilities and stockholders’ equity	$	4,123		$	4,401

See accompanying notes to condensed consolidated financial statements.

1

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended March 31,
	2023			2022
Expenses
Compensation and benefits	$	115		$	117
Other operating		205			197
		320			314
Loss from operations		(320	)		(314	)
Interest and other income, net		6			-
Loss from operations before income taxes		(314	)		(314	)
Net loss	$	(314	)	$	(314	)
Basic and diluted weighted average common shares outstanding		20,620,711			20,490,385
Basic and diluted loss per share	$	(0.02	)	$	(0.02	)

See accompanying notes to condensed consolidated financial statements.

2

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2023			2022
Net loss	$	(314	)	$	(314	)
Unrealized gain on available for sale securities		35			-
Comprehensive loss	$	(279	)	$	(314	)

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

THREE MONTHS ENDED March 31, 2023 and 2022

(UNAUDITED)

(in thousands, except per share data)

											Accumulated
	Common stock				Additional						Other	Treasury			Total
	(Issued)				paid – in		Accumulated				Comprehensive	stock at,			Stock-holders’
	shares		amount		Capital		deficit				Income	cost			equity
Balance at December 31, 2021		21,025,748	$	210		34,316	$	(27,397	)		-	$	(1,699	)	$	5,430
Net loss		-		-		-		(314	)		-		-			(314	)
Equity based compensation expense		100,000		1		1		-			-		-			2
Stock based compensation expense to directors		-		-		20		-			-		-			20
Balance at March 31, 2022		21,125,748	$	211	$	34,337	$	(27,711	)		-	$	(1,699	)	$	5,138
Balance at December 31, 2022		21,343,680	$	213	$	34,395	$	(28,604	)	$	32	$	(1,747	)	$	4,289
Net loss		-		-		-		(314	)		-		-			(314	)
Stock based compensation expense to directors		285,000		3		(3)		-			-		-			-
Other comprehensive income		-		-		-		-			35		-			35
Balance at March 31, 2023		21,628,680	$	216	$	34,392	$	(28,918	)	$	67	$	(1,747	)	$	4,010

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities
Net loss	$	(314	)	$	(314	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors		-			22
Changes in other operating items:
Prepaid expenses and other current assets		32			(6	)
Accounts payable and accrued expenses		1			(3	)
Net cash used in operating activities		(281	)		(301	)
Cash flows from investing activities
Proceeds from redemptions of U.S. Treasury Bills		294			-
Net cash provided by investing activities		294			-
Net increase (decrease) in cash and cash equivalents		13			(301	)
Cash and cash equivalents at the beginning of the period		90			5,396
Cash and cash equivalents at the end of the period	$	103		$	5,095
Supplemental disclosures of cash flow information
Unrealized gain on available for sale securities	$	35		$	-

See accompanying notes to condensed consolidated financial statements. 

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WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three months ended March 31, 2023 and 2022

(unaudited)

1. Basis of presentation and description of activities

Basis of presentation

The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations.  The Condensed Consolidated Balance Sheet as of December 31, 2022 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2023 interim period are not necessarily indicative of results to be expected for the entire year.

Description of activities

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and 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 and Investment in U.S. Treasury Bills) 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 the Company’s total assets (exclusive of government securities). As of March 31, 2023, the Company is not considered an inadvertent investment company.

2. Per share data

Loss per share for the three months ended March 31, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,490,385 weighted average outstanding shares of common stock, including weighted average issuable shares of 200,690 at March 31, 2022.

3. 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.

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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 March 31, 2023 and December 31, 2022, the Company held $3,871,000 and $4,130,000, respectively, in U.S. government debt securities. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. government debt securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. The U.S. government debt securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. 

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 stockholders' 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 condensed consolidated statement of operations.

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

	Fair Value Measurements as of March 31, 2023
	3/31/2023		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	$	3,871	$	-	$	3,871	$	-

	Fair Value Measurements as of December 31, 2022
	12/31/2022		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	$	-

Investments in debt securities as of March 31, 2023 are summarized by type below (in thousands).

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury bills	$	3,804	$	67	$	-	$	3,871
Total	$	3,804	$	67	$	-	$	3,871

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All investments in debt securities are due in one year or less as of March 31, 2023.

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

The Company may be exposed to credit losses through its available-for-sale investments. An available-for-sale security is impaired when its fair value declines below its amortized cost basis. Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit losses. When evaluating the investments for impairment at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future economic market conditions, and financial condition of the issuer. As of March 31, 2023, the Company has not recognized an allowance for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these investments attributable to credit factors.

4. Income taxes

No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2023 and 2022, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

5. 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 quarter ended March 31, 2023 and 2022. At March 31, 2023, 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 March 31, 2023. At March 31, 2022, 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 March 31, 2022.

On March 9, 2023, there were 285,000 shares of Company common stock issued to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 2022, which were classified as issuable at December 31, 2022. As of March 31, 2022, there were 217,932 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 2021 and the first quarter of 2022. The shares were issued on April 28, 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.

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 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board shall be terminated.

6. 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 March 31, 2023, all shares had vested and were issued.

The Company recorded compensation expense of $0 and approximately $1,750 for each of the three months ended March 31, 2023 and 2022, respectively, related to those stock awards. There was no unrecognized compensation expense related to these unvested stock awards at March 31, 2023. 

8

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 March 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 three months ended March 31, 2022 or 2023.

9

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

Cautionary Statement Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 28, 2023.

These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts.  These statements are based upon our opinions and estimates as of the date they are made.  Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by the forward-looking statements.  While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved. 

General Overview

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

The Company’s Board of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses.  While we have focused our development or acquisition efforts on sectors in which our management has expertise, we do not wish to limit ourselves to, or to foreclose any opportunities in, any particular industry or sector.  Prior to this use, the Company’s funds have been, and we anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents 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 and Investments in U.S. Treasury Bills to stockholders.

Results of operations

Three months ended March 31, 2023 compared to the three months ended March 31, 2022

The Company had a loss from operations before income taxes of $314,000 for the three months ended March 31, 2023 and 2022.

Compensation and benefits

For the three months ended March 31, 2023, Compensation and benefits were $115,000 as compared to $117,000 for the three months ended March 31, 2022.

Other operating expenses

For the three months ended March 31, 2023, Other operating expenses were $205,000 as compared to $197,000 for the three months ended March 31, 2022.

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The increased operating expenses of $8,000 were primarily the result of increased professional fees of $29,000 and increased other expenses of $4,000, offset by decreased insurance expense of $5,000 and decreased directors fees of $20,000. Please refer to note 5 for information on the directors compensation plan.

Income taxes

For the three months ended March 31, 2023, the Company recorded no income tax expense from operations. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2023 and 2022, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. 

Financial condition

Liquidity and Capital Resources

At March 31, 2023, the Company had cash and cash equivalents totaling $103,000 and short-term U.S. Treasury Bills totaling $3,871,000 which it intends to use to acquire interests in one or more operating businesses, to fund the Company’s general and administrative expenses, and the directors will also consider alternatives for distributing some or all of its cash and cash equivalents and Investments in U.S. Treasury Bills to stockholders. The Company believes that its working capital is sufficient to support its operating requirements through June 30, 2024.

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Please refer to note 3 for valuation of Investments.

The increase in cash and cash equivalents of $13,000 for the quarter ended March 31, 2023 was primarily the result of $281,000 used in operating activities offset by $294,000 provided by investing activities.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

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

The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

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

Purchases of Equity Securities

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. At March 31, 2023, the Company had repurchased 2,234,721 shares of its common stock and, a total of 2,765,279 shares remained available for repurchase at March 31, 2023, pursuant to the 5,000,000 shares repurchase plans. The Company did not repurchase shares of common stock during the quarter ended March 31, 2023.

Item 5. Other Information

None

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Item 6. Exhibits.

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

*Filed herewith

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WRIGHT INVESTORS’ SERVICE HOLDINGS, INC
Date: May 12, 2023	By:	/s/ HARVEY P. EISEN
		Name:	Harvey P. Eisen
		Title:	Chairman, President, and Chief Executive Officer (Principal Executive Officer)

Date:  May 12, 2023	By:	/s/ HAROLD D. KAHN
		Name:	Harold D. Kahn
		Title:	Acting Chief Financial Officer and Acting Principal Accounting Officer (Principal Financial Officer)

15

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Harvey P. Eisen, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 12, 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 D. Kahn, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 12, 2023

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

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Wright Investors’ Service Holdings, Inc. (the “Company”) for the fiscal quarter ended March 31, 2023 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:	May 12, 2023

/s/ HAROLD D. KAHN
Name:	Harold D. Kahn
Title:	Acting Chief Financial Officer and
	Acting Principal Accounting Officer
Date:	May 12, 2023

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 12, 2023
Document Information Line Items
Entity Registrant Name	Wright Investors Service Holdings, Inc.
Trading Symbol	IWSH
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		20,620,711
Amendment Flag	false
Entity Central Index Key	0001279715
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-50587
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-4005439
Entity Address, Address Line One	118 North Bedford Road
Entity Address, Address Line Two	Ste. 100
Entity Address, City or Town	Mount Kisco
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10549
City Area Code	(914)
Local Phone Number	242-5700
Entity Interactive Data Current	Yes
Title of 12(g) Security	Common Stock, $0.01 par value
Security Exchange Name	NONE

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 103	$ 90
Investments in U.S. Treasury Bills	3,871	4,130
Income tax receivable	73	73
Prepaid expenses and other current assets	68	100
Total current assets	4,115	4,393
Other assets	8	8
Total assets	4,123	4,401
Current liabilities
Accounts payable and accrued expenses	113	112
Total current liabilities	113	112
Total liabilities	113	112
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 21,628,680 and 21,343,680 as of March 31, 2023 and December 31, 2022, respectively; Outstanding 20,620,711 and 20,335,711 at March 31, 2023 and December 31, 2022, respectively; 0 and 285,000 shares issuable as of March 31, 2023 and December 31, 2022, respectively	216	213
Additional paid-in capital	34,392	34,395
Accumulated deficit	(28,918)	(28,604)
Accumulated other comprehensive income	67	32
Treasury stock, at cost (1,007,969 shares at March 31, 2023 and December 31, 2022)	(1,747)	(1,747)
Total stockholders' equity	4,010	4,289
Total liabilities and stockholders’ equity	$ 4,123	$ 4,401

XML

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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	21,628,680	21,343,680
Common stock, shares outstanding	20,620,711	20,335,711
Common stock, shares issuable	0	285,000
Treasury stock, shares	1,007,969	1,007,969

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Expenses
Compensation and benefits	$ 115	$ 117
Other operating	205	197
Total operating expenses	320	314
Loss from operations	(320)	(314)
Interest and other income, net	6
Loss from operations before income taxes	(314)	(314)
Net loss	$ (314)	$ (314)
Basic weighted average common shares outstanding (in Shares)	20,620,711	20,490,385
Basic loss per share (in Dollars per share)	$ (0.02)	$ (0.02)

XML

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Basic and diluted weighted average common shares outstanding	20,620,711	20,490,385
Basic and diluted loss per share	$ (0.02)	$ (0.02)

XML

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (314)	$ (314)
Unrealized gain on available for sale securities	35
Comprehensive loss	$ (279)	$ (314)

XML

Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 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, 2021	$ 210	$ 34,316	$ (27,397)		$ (1,699)	$ 5,430
Balance (in Shares) at Dec. 31, 2021	21,025,748
Net loss			(314)			(314)
Equity based compensation expense	$ 1	1				2
Equity based compensation expense (in Shares)	100,000
Stock based compensation expense to directors		20				20
Stock based compensation expense to directors (in Shares)
Balance at Mar. 31, 2022	$ 211	34,337	(27,711)		(1,699)	5,138
Balance (in Shares) at Mar. 31, 2022	21,125,748
Balance at Dec. 31, 2022	$ 213	34,395	(28,604)	32	(1,747)	4,289
Balance (in Shares) at Dec. 31, 2022	21,343,680
Net loss			(314)			(314)
Stock based compensation expense to directors	$ 3	(3)
Stock based compensation expense to directors (in Shares)	285,000
Other comprehensive income				35		35
Balance at Mar. 31, 2023	$ 216	$ 34,392	$ (28,918)	$ 67	$ (1,747)	$ 4,010
Balance (in Shares) at Mar. 31, 2023	21,628,680

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (314)	$ (314)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors		22
Changes in other operating items:
Prepaid expenses and other current assets	32	(6)
Accounts payable and accrued expenses	1	(3)
Net cash used in operating activities	(281)	(301)
Cash flows from investing activities
Proceeds from redemptions of U.S. Treasury Bills	294
Net cash provided by investing activities	294
Net increase (decrease) in cash and cash equivalents	13	(301)
Cash and cash equivalents at the beginning of the period	90	5,396
Cash and cash equivalents at the end of the period	103	5,095
Supplemental disclosures of cash flow information
Unrealized gain on available for sale securities	$ 35

XML

Basis of presentation and description of activities

3 Months Ended

Mar. 31, 2023

Basis of presentation and description of activities [Absract]

Basis of presentation and description of activities

1. Basis of presentation and description of activities

Basis of presentation

The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.  The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations.  The Condensed Consolidated Balance Sheet as of December 31, 2022 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2023 interim period are not necessarily indicative of results to be expected for the entire year.

Description of activities

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and 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 and Investment in U.S. Treasury Bills) 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 the Company’s total assets (exclusive of government securities). As of March 31, 2023, the Company is not considered an inadvertent investment company.

XML

Per share data

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Per share data

2. Per share data

Loss per share for the three months ended March 31, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,490,385 weighted average outstanding shares of common stock, including weighted average issuable shares of 200,690 at March 31, 2022.

XML

Investment valuation

3 Months Ended

Mar. 31, 2023

Investment Valuation [Abstract]

Investment valuation

3. 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 March 31, 2023 and December 31, 2022, the Company held $3,871,000 and $4,130,000, respectively, in U.S. government debt securities. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. government debt securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. The U.S. government debt securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022. 

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 stockholders' 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 condensed consolidated statement of operations.

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

	Fair Value Measurements as of March 31, 2023
	3/31/2023		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	$	3,871	$	-	$	3,871	$	-

	Fair Value Measurements as of December 31, 2022
	12/31/2022		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	$	-

Investments in debt securities as of March 31, 2023 are summarized by type below (in thousands).

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury bills	$	3,804	$	67	$	-	$	3,871
Total	$	3,804	$	67	$	-	$	3,871

All investments in debt securities are due in one year or less as of March 31, 2023.

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

The Company may be exposed to credit losses through its available-for-sale investments. An available-for-sale security is impaired when its fair value declines below its amortized cost basis. Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit losses. When evaluating the investments for impairment at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future economic market conditions, and financial condition of the issuer. As of March 31, 2023, the Company has not recognized an allowance for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these investments attributable to credit factors.

XML

Income taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income taxes

4. Income taxes

No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2023 and 2022, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

XML

Capital Stock

3 Months Ended

Mar. 31, 2023

Capital Stock [Abstract]

Capital Stock

5. 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 quarter ended March 31, 2023 and 2022. At March 31, 2023, 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 March 31, 2023. At March 31, 2022, 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 March 31, 2022.

On March 9, 2023, there were 285,000 shares of Company common stock issued to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 2022, which were classified as issuable at December 31, 2022. As of March 31, 2022, there were 217,932 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 2021 and the first quarter of 2022. The shares were issued on April 28, 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.

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 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board shall be terminated.

XML

Incentive stock plans and stock-based compensation

3 Months Ended

Mar. 31, 2023

Incentive stock plans and stock-based compensation [Abstract]

Incentive stock plans and stock-based compensation

6. 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 March 31, 2023, all shares had vested and were issued.

The Company recorded compensation expense of $0 and approximately $1,750 for each of the three months ended March 31, 2023 and 2022, respectively, related to those stock awards. There was no unrecognized compensation expense related to these unvested stock awards at March 31, 2023. 

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 March 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 three months ended March 31, 2022 or 2023.

XML

Investment valuation (Tables)

3 Months Ended

Mar. 31, 2023

Investment Valuation [Abstract]

Schedule of financial instruments at fair value

	Fair Value Measurements as of March 31, 2023
	3/31/2023		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	$	3,871	$	-	$	3,871	$	-

	Fair Value Measurements as of December 31, 2022
	12/31/2022		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	$	-

Schedule of investments in debt securities

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury bills	$	3,804	$	67	$	-	$	3,871
Total	$	3,804	$	67	$	-	$	3,871

	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

XML

Per share data (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Weighted average outstanding shares of common stock	20,620,711	20,490,385
Weighted average issuable shares		200,690

XML

Investment valuation (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
US Government Debt Securities [Member]
Investment valuation (Details) [Line Items]
U.S. government debt securities	$ 3,871,000	$ 4,130,000

XML

Investment valuation (Details) - Schedule of financial instruments at fair value - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Investments in U.S. Treasury bills	$ 3,871	$ 4,130
Quoted Prices in Active Markets for Identical Assets (Level 1)
Derivatives, Fair Value [Line Items]
Investments in U.S. Treasury bills
Significant Other Observable Inputs (Level 2)
Derivatives, Fair Value [Line Items]
Investments in U.S. Treasury bills	3,871	4,130
Significant Unobservable Inputs (Level 3)
Derivatives, Fair Value [Line Items]
Investments in U.S. Treasury bills

XML

Investment valuation (Details) - Schedule of investments in debt securities - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Investment valuation (Details) - Schedule of investments in debt securities [Line Items]
Amortized Cost	$ 3,804	$ 4,098
Gross Unrealized Gains	67	32
Gross Unrealized Losses
Fair Value	3,871	4,130
U.S. Treasury bills [Member]
Investment valuation (Details) - Schedule of investments in debt securities [Line Items]
Amortized Cost	3,804	4,098
Gross Unrealized Gains	67	32
Gross Unrealized Losses
Fair Value	$ 3,871	$ 4,130

XML

Capital Stock (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Apr. 05, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Capital Stock (Details) [Line Items]
Authorized number of shares to be repurchased		5,000,000
Number of shares repurchased	192,750	2,234,721	2,041,971
Transaction price per share (in Dollars per share)	$ 0.25
Transaction amount (in Dollars)	$ 48,000
Remaining number of shares available for repurchase		2,765,279	2,958,029
Common stock to be issued				285,000
Director [Member]
Capital Stock (Details) [Line Items]
Common stock to be issued			217,932

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Incentive stock plans and stock-based compensation (Details) - Newly appointed director [Member] - USD ($)	1 Months Ended	3 Months Ended
	Feb. 13, 2019	Mar. 31, 2023	Mar. 31, 2022
Incentive stock plans and stock-based compensation (Details) [Line Items]
Stock awards were issued (in Shares)	100,000
Stock Awards [Member]
Incentive stock plans and stock-based compensation (Details) [Line Items]
Vesting period	3 years
Stock awards closing price (in Dollars per share)	$ 0.42
Compensation expense		$ 0	$ 1,750