UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~July~~December 810, 2024

MDB ~~Capital~~CAPITAL ~~Holdings~~HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware		001-41751		87-4366624
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

14135 Midway Road, Suite G-150

Addison, TX 75001

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (945) 262-9010

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth 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. ☐

Item 15.~~01.~~07 ~~Entry~~— ~~into~~Submission of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Contract.~~Security Holders

OnThe ~~June 13,~~ 2024, ~~MDB~~Annual ~~Capital~~Meeting ~~Holdings,~~of ~~LLC~~Stockholders (the “~~MDB~~Annual Meeting”), ~~funded~~of ~~a newly founded Nevada corporation,~~ MDB ~~Minnesota~~Capital ~~One~~Holdings, ~~Inc~~LLC (~~“Minnesota One”), that was formed for~~ the ~~purpose of entering into a patent and know-how license agreement (the~~ “~~License Agreement~~Company”) ~~with~~ ~~the~~was ~~Mayo Foundation for Medical Education and Research (“Mayo”). The objective of the License Agreement is for Minnesota~~held ~~One~~on toDecember ~~develop~~10, ~~a small molecule senescence platform~~2024. ~~Under~~ ~~the~~At ~~terms of~~ the ~~License Agreement~~Annual ~~Minnesota One will pay an up-front license fee to Mayo of One Hundred Fifty Thousand Dollars ($150~~Meeting,~~000).~~ ~~To maintain its rights under~~ the ~~License~~Company’s ~~Agreement, Minnesota One is subject to achieving certain developmental and funding milestones within designated time periods and to paying Mayo royalties on net sales of licensed products.~~shareholders:

~~The founding~~● ~~ownership~~Elected eight nominees to serve as directors until the 2025 annual meeting of ~~Minnesota~~shareholders ~~One~~and ~~had~~until ~~MDB~~their ~~owning~~successors ~~67%~~are duly elected and ~~Mayo~~qualified; ~~owning~~● ~~33%~~Considered ofand voted on a non-binding advisory resolution to approve the ~~issued~~compensation paid to our named executive officers for our 2025 fiscal year; ● Considered and ~~outstanding~~voted ~~common~~on ~~stock,~~a asnon-binding advisory determination of the ~~date~~ frequency of future advisory votes on the ~~License~~compensation ~~Agreement~~paid to our named executive officers; and ● Ratified the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2024.

~~After~~There ~~the~~were ~~initial~~outstanding, ~~formation~~as of ~~Minnesota~~the ~~One~~close ~~and~~of ~~finalization~~business ~~and~~on ~~entry~~October ~~into~~11, 2024, the ~~License~~record ~~Agreement~~date ~~between~~for ~~Mayo~~the ~~and~~Annual ~~Minnesota~~Meeting, ~~One~~4,295,632 ~~MDB~~shares ~~entered~~of Class ~~into~~A aCommon ~~Term~~Stock ~~Equity~~of ~~Purchase~~the ~~Agreement~~Company, ~~(“Purchase~~each ~~Agreement”)~~entitled to ~~provide~~one ~~capital~~vote ~~for~~per ~~operations~~shares, ofand ~~Minnesota~~5,000,000 ~~One~~shares ~~in exchange for the issuance~~ of ~~shares~~Class ofB ~~common~~Common ~~stock~~Stock of ~~Minnesota One to MDB. Under~~ the ~~terms~~Company, ofeach entitled ~~the~~to ~~Purchase~~five ~~Agreement,~~votes ~~MDB~~per ~~may~~share. ~~invest~~There upwere ~~to $5~~29,~~000~~295,~~000 over~~632 5votes ~~years~~entitled ~~time~~to ~~into~~vote ~~Minnesota~~at ~~One~~the inAnnual ~~amounts~~Meeting ~~and~~represented ~~increments~~by ~~tied~~these toshares. ~~business~~There were ~~needs.~~present ~~The~~at ~~terms~~the ofAnnual anMeeting, ~~ancillary~~either ~~agreement~~in toperson ~~the~~or ~~License Agreement~~represented ~~provides~~by ~~Mayo~~proxy, ~~with~~27,086,417 avotes, ~~right~~representing 92.45% of ~~participation~~the inshares ~~future~~entitled to ~~financings~~vote ofat ~~Minnesota~~the ~~One~~Annual Meeting.

~~MDB~~On ~~intends~~each ~~to develop the business~~ of ~~Minnesota~~Proposals ~~One~~1 and ~~will~~2, ~~rename~~there ~~the~~were ~~company~~1,363,186 ~~once~~broker ~~the~~non-votes, ~~business strategy is fully formulated. MDB plans to fund~~ and ~~grow~~for ~~Minnesota~~Proposal ~~One~~4 ~~similarly~~there towere ~~its~~no ~~approach~~broker ~~with other university licensed technologies, aiming ultimately to list Minnesota One on a national exchange to aid in commercialization and funding efforts~~non-votes.

The final number of votes cast for, against, withheld or abstaining with respect to each Proposal is set forth below.

Proposal 1	Shares For		Shares Withheld
Christopher Marlett		25,667,802		55,429
Anthony DiGiandomenico		25,670,252		52,979
George Brandon		25,668,203		55,028
Mo Hayat		25,668,102		55,129
Susanne Meline		25,695,603		27,628
Mathew Hayden		25,695,152		28,079
Sean Magennis		25,599,786		123,445
Daniel Torpey		25,713,720		9,511

Proposal 2

Shares For

Shares Against

Shares

Abstaining

The non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2025 fiscal year.

25,595,078

101,568

26,585

Proposal 3

Shares For One Year

Shares For Two Years

Shares For Three Years

Shares

Abstaining

The non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers

346,073

19,124

25,209,730

148,304

Proposal 4

Shares For

Shares Against

Shares

Abstaining

Ratification of the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2024.

27,078,560

901

6,956

Based on the vote under Proposal 3, the Company will ask the shareholders every three years for an advisory vote on the compensation paid to the named executive officers.

SIGNATURES

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

Date: July 8, 2024	MDB Capital Holdings, LLC
Date: December 13, 2024	MDB CAPITAL HOLDINGS, LLC
	By	/s/ ~~Christopher~~Jeremy ~~Marlett~~W. James
		Christopher Marlett
		Jeremy W. James
		Chief Executive Officer
		Chief Financial Officer

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