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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41751

MDB CAPITAL HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

Delaware

87-4366624

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

14135 Midway Road, Suite G-150

Addison, TX 75001

75001

(Address of principal executive offices)

(Zip code)

(945) 262-9010

(Registrant’s telephone number, including area code)

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

None

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 Markets

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

None

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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,” “non-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 ☒

As of November 13, 2025, the number of outstanding shares of Class A Common Shares, representing limited liability interests, of the registrant was 5,138,632.

TABLE OF CONTENTS

		Page Number
PART I	FINANCIAL INFORMATION	2

Item 1	Unaudited Condensed Consolidated Financial Statements	2

Condensed Consolidated Balance Sheets – Unaudited September 30, 2025 and December 31, 2024		2

Unaudited Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2025 and 2024		3

Unaudited Condensed Consolidated Statements of Changes in Equity – Three and Nine Months Ended September 30, 2025 and 2024		4

Unaudited Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024		5

Notes to Unaudited Condensed Consolidated Financial Statements		6

Item 2	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	28

Item 3	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4	Controls and Procedures	38

PART II	OTHER INFORMATION	39

Item 1	Legal Proceedings	39

Item 1A	Risk Factors	39

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3	Defaults upon Senior Securities	39

Item 4	Mine Safety Disclosures	39

Item 5	Other Information	39

Item 6	Exhibits	39

PART I – FINANCIAL INFORMATION

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MDB CAPITAL HOLDINGS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025 (Unaudited)			December 31, 2024

Cash and cash equivalents	$	15,094,286		$	20,437,492
Cash segregated in compliance with regulations		837,632			843,741
Related party receivables		283,411			63,759
Clearing deposits		1,015,052			1,737,771
Accounts receivable		188,095			24,700
Prepaid expenses and other current assets		259,719			488,549
Investment securities, at fair value (held by our licensed broker dealer) (Note 2)		4,415,003			5,858,336
Equity method investment		38,735,148			41,763,568
Deferred costs related to deferred revenue		12,788			26,638
Property and equipment, net		99,202			90,491
Operating lease right-of-use assets, net		570,989			641,354
Total assets	$	61,511,325		$	71,976,399

LIABILITIES AND EQUITY
Accounts payable	$	329,141		$	323,926
Accrued expenses		59,088			72,188
Related party payables		21,755			22,842
Payables to customers		834,720			772,565
Payables to non-customers		-			41
Operating lease liabilities		635,421			711,503
Total liabilities		1,880,125			1,903,065
Commitments and Contingencies (Note 9)		-			-
Equity:
Preferred shares, 10,000,000 authorized shares at no par value; 0 issued and outstanding		-			-
Class A common shares, 95,000,000 authorized shares at no par value; 5,138,632 and 4,950,632 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Class B common shares, 5,000,000 authorized shares at no par value; 5,000,000 shares issued and outstanding		-			-
Common stock, value		-			-

Paid-in-capital		77,786,997			68,720,930
Accumulated (deficit) income		(18,049,729	)		1,442,075
Total MDB Capital Holdings, LLC Members’ equity		59,737,268			70,163,005
Non-controlling interest		(106,068	)		(89,671	)
Total equity		59,631,200			70,073,334
Total liabilities and equity	$	61,511,325		$	71,976,399

See accompanying notes to the unaudited condensed consolidated financial statements.

MDB CAPITAL HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	2025			2024			2025			2024
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating income (loss):
Unrealized gain (loss) on investment securities, net (from our licensed broker dealer) (Notes 1 and 2)	$	1,225,329		$	(718,491	)	$	(2,430,483	)	$	(566,215	)
Fee income		-			-			2,140,238			1,303,398
Other operating income		25,563			104,246			468,815			276,633
Total operating income (loss), net		1,250,892			(614,245	)		178,570			1,013,816

Operating costs:
General and administrative costs:
Compensation		3,317,168			5,170,772			11,472,427			15,188,205
Operating expense, related party		447,857			489,954			1,376,724			1,115,200
Professional fees		423,145			850,013			1,563,881			2,409,722
Information technology		291,601			236,469			809,305			651,856
Clearing and other charges		15,911			876			339,699			229,338
General and administrative-other		510,477			633,799			1,674,390			1,972,556
Total general and administrative costs		5,006,159			7,381,883			17,236,426			21,566,877
Research and development costs, net of grants amounting to $0 and $489,798, for the three months ended September 30 and $0 and $1,807,706, for the nine months ended September 30		-			723,487			-			1,238,463
Total operating costs		5,006,159			8,105,370			17,236,426			22,805,340
Net operating loss		(3,755,267	)		(8,719,615	)		(17,057,856	)		(21,791,524	)
Other income:
Miscellaneous income		-			-			75,000			-
Interest income		147,132			279,125			503,075			937,985
Gain related to dilution events		19,863			-			19,863			-
Net loss before income taxes		(3,588,272	)		(8,440,490	)		(16,459,918	)		(20,853,539	)
Income taxes		-			-			-			(2,143	)
Net loss before equity method investee		(3,588,272	)		(8,440,490	)		(16,459,918	)		(20,855,682	)
Equity in loss of equity method investee		(1,068,539	)		-			(3,048,283	)		-
Net loss		(4,656,811	)		(8,440,490	)		(19,508,201	)		(20,855,682	)
Less: Net loss attributable to non-controlling interests		-			(705,057	)		(16,397	)		(1,630,383	)
Net loss attributable to MDB Capital Holdings, LLC	$	(4,656,811	)	$	(7,735,433	)	$	(19,491,804	)	$	(19,225,299	)
Net loss per share attributable to MDB Capital Holdings, LLC:
Net loss per Class A common share – basic and diluted	$	(0.46	)	$	(0.83	)	$	(1.95	)	$	(2.07	)
Weighted average of Class A common shares outstanding – basic and diluted		5,048,719			4,295,632			4,983,687			4,295,632
Net loss per Class B common share – basic and diluted	$	(0.47	)	$	(0.83	)	$	(1.96	)	$	(2.07	)
Weighted average of Class B common shares outstanding – basic and diluted		5,000,000			5,000,000			5,000,000			5,000,000

See accompanying notes to the unaudited condensed consolidated financial statements.

MDB CAPITAL HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

Three Months Ended During the Nine Months Ended September 30, 2025 and 2024

	Shares		Amount		Shares		Amount		Capital		(Deficit)			Interest			Equity
	Class A Common Shares				Class B Common Shares				Paid-In		Accumulated Income			Noncontrolling			Total
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Interest			Equity

Balance, December 31, 2024		4,950,632	$	-		5,000,000	$	-	$	68,720,930	$	1,442,075		$	(89,671	)	$	70,073,334
Stock-based compensation		-		-		-		-		3,514,857		-			-			3,514,857
Net loss		-		-		-		-		-		(6,587,362	)		(14,431	)		(6,601,793	)
Balance, March 31, 2025		4,950,632	$	-		5,000,000	$	-	$	72,235,787	$	(5,145,287	)	$	(104,102	)	$	66,986,398
Stock-based compensation										3,046,633								3,046,633
Net loss		-		-		-		-				(8,247,631	)		(1,966	)		(8,249,597	)
Balance, June 30, 2025		4,950,632	$	-		5,000,000	$	-	$	75,282,420	$	(13,392,918	)	$	(106,068	)	$	61,783,434
Issuance of Class A Common Shares		188,000		-		-		-		-		-			-			-
Stock-based compensation		-		-		-		-		2,504,577		-			-			2,504,577
Net loss		-		-		-		-		-		(4,656,811	)		-			(4,656,811	)
Balance, September 30, 2025		5,138,632	$	-		5,000,000	$	-	$	77,786,997	$	(18,049,729	)	$	(106,068	)	$	59,631,200

	Class A Common Shares				Class B Common Shares				Paid-In		Accumulated			Non-controlling			Total
	Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Equity

Balance, December 31, 2023		4,295,632	$	-		5,000,000	$	-	$	49,405,779	$	(12,092,927	)	$	7,250		$	37,320,102
Stock-based compensation		-		-		-		-		3,669,998		-			142,810			3,812,808
Net loss		-		-		-		-		-		(7,215,425	)		(393,903	)		(7,609,328	)
Balance, March 31, 2024		4,295,632	$	-		5,000,000	$	-	$	53,075,777	$	(19,308,352	)	$	(243,843	)	$	33,523,582
Stock-based compensation		-		-		-		-		3,489,868		-			348,275			3,838,143
Net loss		-		-		-		-		-		(4,274,441	)		(531,423	)		(4,805,864	)
Balance, June 30, 2024		4,295,632	$	-		5,000,000	$	-	$	56,565,645	$	(23,582,793	)	$	(426,991	)	$	32,555,861
Balance		4,295,632	$	-		5,000,000	$	-	$	56,565,645	$	(23,582,793	)	$	(426,991	)	$	32,555,861
Stock-based compensation		-		-		-		-		3,749,161		-			317,277			4,066,438
Ownership change of non-controlling interest		-		-		-		-		-		-			198			198
Net loss		-		-		-		-		-		(7,735,433	)		(705,057	)		(8,440,490	)
Balance, September 30, 2024		4,295,632	$	-		5,000,000	$	-	$	60,314,806	$	(31,318,226	)	$	(814,573	)	$	28,182,007
Balance		4,295,632	$	-		5,000,000	$	-	$	60,314,806	$	(31,318,226	)	$	(814,573	)	$	28,182,007

See accompanying notes to the unaudited condensed consolidated financial statements.

MDB CAPITAL HOLDINGS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	2025			2024
	Nine Months Ended September 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(19,508,201	)	$	(20,855,682	)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized loss on investment securities, net		2,430,483			566,215
Stock-based compensation		9,066,067			11,717,587
Accretion of investments at amortized cost (U.S Treasury Bills)		-			(533,790	)
Income recognized from warrants received		-			(359,605	)
Depreciation of property and equipment		16,966			130,937
Deferred costs related to revenue		13,850			(35,630	)
Gain related to dilution events		(19,863	)		-
Warrants received as part of investment banking deal		(990,426	)		-
Accretion of deferred grant reimbursement		-			(40,904	)
Portion of loss from equity investment		3,048,283			-
Deferred revenue		-			(20,000	)
Change in ROU Asset		70,365			258,104
Change in lease liability		(76,082	)		(234,109	)
Changes in operating assets and liabilities:
(Increase) decrease in -
Grants receivable		-			328,356
Accounts receivable		(219,652	)		-
Related party receivables		(163,395	)		-
Prepaid expenses and other current assets		228,830			95,096
Clearing deposits		722,719			(256,774	)
Increase (decrease) in -
Accounts payable		8,491			464,044
Payables to non-customers		(41	)		21
Payables to customers		62,155			956,221
Related party payables		(1,087	)		-
Accrued expenses		(13,100	)		(800,807	)
Net cash used in operating activities		(5,323,638	)		(8,620,720	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds of investments securities, at amortized cost (U.S Treasury Bills)		-			37,874,534
Purchases of investments securities, at amortized cost (U.S Treasury Bills)		-			(17,766,330	)
Deferred grant reimbursement		-			37,256
Purchases of property and equipment		(25,677	)		(100,200	)
Net cash provided by (used in) investing activities		(25,677	)		20,045,260

CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred costs of initial public offering		-			(518,065	)
Net cash used in financing activities		-			(518,065	)

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(5,349,315	)		10,906,475

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - BEGINNING OF PERIOD		21,281,233			7,357,687

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - END OF PERIOD	$	15,931,918		$	18,264,162

Supplemental disclosures of cash flow information:
Cash paid for -
Interest	$	-		$	-
Income taxes	$	-		$	-

Non-cash investing and financing activities:

Warrants received as part of an investment banking deal	$	990,426		$	359,605
Deferred costs of initial public offering	$	-		$	284,602

The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the total of the same such amounts shown in the unaudited condensed consolidated statements of cash flows:

	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	15,094,286	$	20,437,492
Cash segregated in compliance with regulations		837,632		843,741
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows	$	15,931,918	$	21,281,233

See accompanying notes to the unaudited condensed consolidated financial statements.

MDB CAPITAL HOLDINGS, LLC

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Nine Months Ended September 30, 2025 and 2024

1. Organization and Description of Business

MDB Capital Holdings, LLC (“the Company” or “MDB”), a Delaware limited liability company, is a holding company that has three wholly-owned subsidiaries: MDB CG Management Company (“MDB Management”); Public Ventures, LLC, d/b/a MDB Capital (“Public Ventures”); and PatentVest, Inc. (“PatentVest”), one majority owned subsidiary, MDB Minnesota One (“M1”), and one minority owned company eXoZymes Inc., formerly known as Invizyne Technologies, Inc., (“eXoZymes”), that was majority owned and is consolidated up to until November 14, 2024, when eXoZymes issued securities in its IPO and no longer majority owned by MDB.

MDB Management is principally an “administrative” entity whose purpose is to conduct, and wherever possible, to consolidate shared services/resources, for our US-based operations.

Public Ventures is a U.S. registered broker-dealer under the Securities Exchange Act of 1934 (“Exchange Act”), and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Texas State Securities Board. Public Ventures operates on a fully disclosed basis with a nonrelated FINRA member firm, Interactive Brokers, LLC (“Interactive Brokers”), and is not required to maintain a clearing deposit. Interactive Brokers is the clearing firm and custodian of investments maintained by Public Ventures.

PatentVest is a wholly-owned subsidiary that performs intellectual property validation services for Public Ventures’, due diligence functions on the intellectual property of partner and prospective partner companies, and creates an intellectual property roadmap for such partner companies. PatentVest also provides intellectual property validation services for other clients.

M1 is a majority owned subsidiary and was formed with the purpose of developing pharmaceuticals, based on patents and licensed technology from an affiliate of the Mayo Clinic organization, the Mayo Foundation for Medical Education and Research.

On September 20, 2023, MDB completed an initial public offering “IPO”, consisting of the sale of 1,666,666 shares of Class A Common Shares at $12.00 per share, for gross proceeds of $19,999,992. In conjunction with the IPO, the Company issued warrants to the placement agent to purchase 16,667 shares of Class A Common Shares, exercisable upon issuance for a period of 5 years at $15.00 per share, for a cash consideration of $0.001/share. The placement agent’s warrants had a fair value of $65,411.

On July 1, 2024, the founding ownership of M1 had MDB owning 67% and Mayo Foundation for Medical Education and Research (“Mayo”) owning 33% of the issued and outstanding common stock. M1 was formed with the purpose of developing pharmaceuticals, based on patents and licensed technology from Mayo. After the initial formation of M1 and finalization and entry into a license agreement between Mayo and M1, MDB entered into a Term Equity Purchase Agreement (“Purchase Agreement”) to provide capital for operations of M1 in exchange for the issuance of shares of common stock of M1 to MDB (see note 12 for the description of the license agreement).

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying financial statements include the accounts of the Company and wholly-owned and majority owned subsidiaries. The financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and Article 10 of Regulation S-X. The condensed consolidated balance sheet as of December 31, 2024, and related notes were derived from the audited condensed consolidated financial statements but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, the Company’s financial position as of September 30, 2025, the results of operations for the three and nine months ended September 30, 2025 and 2024 and its cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results for the full year or any future period. The financial information should be read in conjunction with the Company’s audited condensed consolidated financial statements for the year ended December 31, 2024. All intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests at September 30, 2025 and 2024, relate to the interests of third parties in the majority owned subsidiaries.

The managing members of the Company have a controlling interest in Point 1286, a company organized and based in the United States, which owns 100% of MDB Capital, S.A., a company organized and based in Nicaragua. As the Company does not have a controlling financial interest in this entity, and management has determined that Point 1286 and MDB Capital, S.A. are not variable interest entities and as such should not be consolidated as it has no ownership interests nor is a variable interest, so has excluded this entity from the Company’s financial statements. It is the Company’s policy to reevaluate this conclusion on an annual basis or if there are significant changes in ownership.

Income Taxes

The Company is a limited liability company treated as a partnership for federal and state income tax purposes, with the exception of the state of Texas, in which income tax liabilities and/or benefits of the Company are passed through to its unitholders. Limited liability companies are subject to Texas margin tax. Additionally, the Company’s subsidiaries Public Ventures, MDB Management, PatentVest, and M1 are Subchapter C-corporations subject to federal and state income taxes. As such, with the exception of the state of Texas and certain subsidiaries, the Company is not a taxable entity, it does not directly pay federal and state income taxes and recognition has not been given to federal and state income taxes for the operations of the Company.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the disclosure of contingent assets and liabilities. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in the valuation of investment securities, valuing equity instruments issued for services, stock-based compensation and the realization of any deferred tax assets.

Emerging Growth Company

The Company is an “emerging growth company,” or “EGC” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to opt out of the extended transition periods.

Cash and Cash Equivalents

The Company considers highly liquid investments with original maturities or remaining maturities upon purchase of three months or less to be cash equivalents.

The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”) and/or by the Securities Investor Protection Corporation (the “SIPC”). The Company may periodically have cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $250,000 and $500,000, respectively.

The Company periodically reviews the financial condition of the financial institutions and assesses the credit risk of such investments. The Company did not experience any credit risk losses during the three and nine months ended September 30, 2025 and 2024.

Segregated Cash and Deposits

From time to time the Company provides deposits or enters into agreements that would require funds to be held in a segregated cash account. At September 30, 2025, the Company had $837,632 of segregated cash consisting of funds held in reserve for customers. At December 31, 2024, the Company had $843,741 of segregated cash consisting of funds held in reserve for customers and non-customers.

Clearing Deposits

The Company is obligated to maintain security deposits with the DTC and NSCC. At September 30, 2025 and December 31, 2024, these deposits totaled $1,015,052 and $1,737,771.

Prepaid Expenses and Other Current Assets

The Company has the following prepaid and other expenses totaling for the periods ending September 30, 2025 and December 31, 2024:

	September 30, 2025		December 31, 2024
Acquired intangible assets	$	43,500	$	43,500
Prepaid professional fees		50,000		50,000
Security deposits totaling		18,628		18,628
Prepaid insurance		-		159,675
Other current assets		1,288		65,140
Various prepaid expenses		146,303		151,606
Total prepaid and other expenses	$	259,719	$	488,549

Leases

Leases of the Company consist primarily of contracts for the right to use and direct use of an individual property. Leases were analyzed for evidence of significant additional components and to determine if these components were separately identifiable within the context of the contract. As an accounting policy, to account for these components, the Company has elected the practical expedient option for property leases that have both lease and non-lease components for them to be combined into a single component and account for as a lease. This policy is effective for all current and future property operating leases and applied uniformly and will be disclosed as such within the financial statements. Operating lease assets are included within right-of-use assets and the corresponding operating lease liabilities are included within liabilities on the Company’s condensed consolidated balance sheet as of September 30, 2025 and December 31, 2024.

The Company has elected not to present short-term leases on the condensed consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. Because the Company’s leases do not provide an implicit rate of return, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Stock-based Compensation

Stock-based compensation consists of stock options with service or market conditions and restricted stock units with service conditions. Equity awards are measured at the fair market value of the underlying stock at the grant date. The Company recognized stock-based compensation expense using the straight-line method over the requisite service period. The Company accounts for forfeitures as they occur, rather than applying an estimated forfeiture rate. For market based stock options, the compensation cost is recognized based on the number of units expected to vest upon the achievement of the market conditions. Shares are issued on the vesting dates net of the applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued to the employee than the number of awards outstanding. The Company records a liability for the tax withholding to be paid by it as a reduction to Additional paid-in capital.

Investment Securities

The Company strategically invests funds in U.S. Treasury Bills, early-stage technology companies, and equity securities and options of publicly traded and privately held companies. The Company classifies investment securities as either investment securities, at amortized cost, investment securities, at fair value, or investment securities, at cost less impairment.

Investment securities, at amortized cost – From time to time the Company will hold funds in investment securities, at amortized cost. This is comprised of debt securities held by MDB and are classified as investment securities held-to-maturity and carried at amortized cost if management has the positive intent and ability to hold the securities to maturity. Initially, the cost of these securities was recorded, and later on, they were assessed at amortized cost, which was modified for unamortized purchase premiums and discounts, and also for credit losses provision. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the other operating income in the statements of operations. Interest income is recognized when earned. The Company recognizes estimated expected credit losses over the life of the investment security through the allowance for credit losses account. The allowance for credit losses is a valuation account that is deducted from, or added to, the amortized cost basis of the investment security to present the net amount expected to be collected. In determining expected credit losses, the Company considers relevant qualitative factors including, but not limited to, term and structure of the instrument, credit rating by rating agencies and historic credit losses adjusted for current conditions and reasonable and supportable forecasts. The Company holds investments in U.S. Treasury Bills or money market funds backed by U.S. Treasury Bills, so there are no expected credit losses. Declines in fair value of these securities is due to changes in market interest rates, and because it expects to hold these securities until maturity, it does not expect to realize any losses.

Investment securities, at fair value - This is comprised of equity investments held by the broker dealer subsidiary and are reported at fair value with changes in fair value recognized in the statement of operations. Purchases and sales of equity securities, consisting of common stock and warrants to purchase common stock, are recorded based on the respective market price quotations on the trade date. Realized gains and losses on investments represent the net gains and losses on investments sold during the period based on the average cost method. Differences between the fair value of investments at the beginning of the year and the end of the year are recorded on the income statement as unrealized gains and losses.

Investment securities, at cost less impairment - This is comprised of equity securities without a readily determinable fair value held by the broker dealer subsidiary, the Company has elected to apply the measurement alternative of cost minus impairment, if any, plus or minus changes resulting from observable price changes. The Company will reassess whether such an investment qualifies for the measurement alternative at each reporting period. In evaluating an investment for impairment or observable price changes, we will use inputs including recent financing events, as well as other available information regarding the investee’s historical and forecasted performance. The Company has assessed this investment and determined that a full impairment of the securities held was required as of December 31, 2024.

Investment securities are as follows:

There were no securities at amortized cost on September 30, 2025 and December 31, 2024.

Broker/Dealer Securities

	September 30, 2025		December 31, 2024
Investment securities, at fair value:
Common stock of publicly traded companies	$	1,820,838	$	2,527,871
Warrants of publicly traded companies		2,594,165		3,330,465
Investment securities, at fair value	$	4,415,003	$	5,858,336

For investment securities at fair value, net unrealized gain of $1,225,329 and net unrealized loss $718,491, were recognized in the statements of operations for three-months ended September 30, 2025 and 2024, respectively. For investment securities at fair value, net unrealized loss of $2,430,483 and net unrealized loss $566,215, were recognized in the statements of operations for nine-months ended September 30, 2025 and 2024, respectively.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There is no significant concentration of credit risk, due to the majority of assets being held in money market accounts backed by U.S. Treasury Bills.

The Company determines the fair value of its financial instruments based on a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels:

Level 1–- Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date.

Level 2–- Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

Level 3–- Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions.

The Company’s financial instruments primarily consist of cash and investment securities that mature in less than three months. As of the balance sheets date, certain investment securities are required to be recorded at fair value with the change in fair value during the period being recorded as an unrealized gain or loss. As of September 30, 2025 and December 31, 2024, the estimated fair values of investment securities, at amortized cost were not materially different from their carrying values as presented as of the balance sheet date. This is primarily attributed to the short-term maturities of these instruments.

Investment securities, at amortized cost: The fair value of U.S. Treasury Bills classified as held-to-maturity investment securities is based on the market price and is classified as Level 1 of the fair value hierarchy.

A description of the valuation techniques applied to the Company’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Investment securities: Public equity securities are assessed for valuation at the close of each period. Warrants are valued using the Black-Scholes model, which considers the stock price at the date of the valuation, the warrants strike price, the term to expiry, the risk-free rate of return, and the expected volatility of the underlying stock.

Investment securities, at cost less impairment: Non-public equity securities and simple agreements for future equity are valued based on the initial investment, less impairment. The Company determined that no impairment was warranted. Since these securities are not actively traded, we will apply valuation adjustments when they become available, and they are categorized in Level 3 of the fair value hierarchy.

The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025:

Assets	Classification	Level 1		Level 2		Level 3		Total

Investment Securities (held by our licensed broker dealer)	Equity securities– common stock	$	1,820,838	$	-	$	-	$	1,820,838

Investment Securities (held by our licensed broker dealer)	Warrants		-		228,600		2,365,565		2,594,165

Total assets measured at fair value (held by our licensed broker dealer)		$	1,820,838	$	228,600	$	2,365,565	$	4,415,003

During the nine months ended September 30, 2025, the Company did not have any transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy.

Reconciliation of fair value measurements categorized within Level 3 of the fair value hierarchy:

December 31, 2024	$	2,662,719
Receipt from investment banking fees		990,426
Realized gains		-
Unrealized losses		(1,287,580	)
Sales or distribution		-
Purchases		-
September 30, 2025	$	2,365,565

The following table presents information about significant unobservable inputs related to material components of Level 3 warrants as of September 30, 2025.

Assets

Fair Value

Valuation Techniques

Significant Unobservable Inputs

Range of Inputs

Weighted-

Average

Warrants

2,365,565

Black Scholes

Volatility

97.26-115.74

111.83

The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024:

Assets	Classification	Level 1		Level 2		Level 3		Total

Investment Securities (held by our licensed broker dealer)	Equity securities– common stock	$	2,527,871	$	-	$	-	$	2,527,871

Investment Securities (held by our licensed broker dealer)	Warrants		-		667,746		2,662,719		3,330,465

Total assets measured at fair value (held by our licensed broker dealer)		$	2,527,871	$	667,746	$	2,662,719	$	5,858,336

During the year ended December 31, 2024, the Company did not have any transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy.

Reconciliation of fair value measurements categorized within Level 3 of the fair value hierarchy:

December 31, 2023	$	3,133,458
Receipt from investment banking fees		-
Realized gains		-
Unrealized losses		(470,739	)
Sales or distribution		-
Purchases		-
December 31, 2024	$	2,662,719

The following table presents information about significant unobservable inputs related to material components of Level 3 warrants as of December 31, 2024.

Assets	Fair Value		Valuation Techniques	Significant Unobservable Inputs	Range of Inputs			Weighted-Average

Warrants	$	2,662,719	Black Scholes	Volatility		111.03	%		111.03	%

Secured Debt– Revolving Credit Facility

The Company entered into a revolving credit facility with a bank, (the “Lender”) on July 26, 2024 for a commitment of up to $2,000,000, this loan was extended on July 26, 2025, and which matures July 26, 2026. The loan has a variable interest rate equal to a defined index, currently the Lender’s rate on the sale of Federal Funds, plus 2.25%. The loan commenced with a calculated interest rate of 6.75%. If the Lender determines, in its sole discretion, that the index becomes unavailable or unreliable, either temporary, indefinitely, or permanently, during the term of this loan, the Lender may amend this loan by designating a substantially similar substitute index. The agreement provides for a quarterly payment of the greater of accrued interest or a non-usage fee of $5,000. The Company has made a draw down in February 2025, which has been repaid, on the credit facility.

The Company granted the Lender a security interest in a cash checking account held at the bank as collateral. The Lender has a right of setoff available from this cash account when the line of credit is accessed. As of September 30, 2025, there was $2,118,433 deposited in this account.

The Company is responsible for the payment of the Lender’s legal and other fees incurred in connection with administering the loan. The Company has incurred no such costs or debt issue costs.

As of September 30, 2025 and December 31, 2024, there are no outstanding indebtedness under the credit facility and interest expense totaled $0. The Company is in compliance with all material covenants under the agreement.

Property and Equipment

Property and equipment are recorded at cost. Major improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in the statements of operations when realized. Depreciation is provided using the straight-line method over the following estimated useful lives:

Laboratory equipment		5 years
Furniture and fixtures		7 years
Leasehold improvements		Lesser of the lease duration or the life of the improvements

Property and equipment consist of the following as of September 30, 2025 and December 31, 2024, respectively:

Schedule of Property and Equipment

	September 30, 2025			December 31, 2024

Laboratory equipment	$	-		$	-
Furniture and fixtures		-			-
Developed software		138,792			113,114
Leasehold improvements		-			-
Total property and equipment		138,792			113,114
Less: Accumulated depreciation		(39,590	)		(22,623	)
Property and equipment, net	$	99,202		$	90,491

Revenue

The Company generates revenue primarily from providing brokerage, placement agent and underwriting services through Public Ventures. PatentVest and M1 are operating companies and have had limited activity during the three and nine-months ended September 30, 2025 and 2024.

Brokerage revenues consist of (i) trade-based commission income from executed trade orders, (ii) net realized gains and losses from proprietary trades, and (iii) other income consisting primarily of stock loan income earned on customer accounts. Public Ventures recognizes revenue from trade-based commissions and other income when performance obligations are satisfied through the transfer of control, as specified in the contract, of promised services to the customers of Public Ventures. Commissions are recognized on a trade date basis. Public Ventures believes that each executed trade order represents a single performance obligation that is fulfilled on the trade date because that is when the underlying financial instrument is identified, the pricing is agreed upon, and the risks and rewards of ownership have been transferred to/from the customer. When another party is involved in transferring a good or service to a customer, Public Ventures assesses whether revenue is presented based on the gross consideration received from customers (principal) or net of amounts paid to a third party (agent). Public Ventures has determined that it is acting as the principal as the provider of the brokerage services and therefore records this revenue on a gross basis. Clearing, custody and trade administration fees incurred from the Company’s clearing firm, are recorded effective as of the trade date. The costs are treated as fulfilment costs and are recorded in operating expenses in the condensed consolidated statements of operations.

Brokerage revenue is measured by the transaction price, which is defined as the amount of consideration that Public Ventures expects to receive in exchange for services to customers. The transaction price is adjusted for estimates of known or expected variable consideration based upon the individual contract terms. Variable consideration is recorded as a reduction to revenue based on amounts that Public Ventures expects to refund back to the customer. There were no variable considerations for the three and nine-months ended September 30, 2025 and 2024, respectively.

Investment banking revenues consist of private placement and underwriting fees. The Company generally does not incur costs to obtain contracts with customers that are eligible for deferral or receive fees prior to recognizing revenue related to investment banking transactions, and therefore, as of September 30, 2025, the Company did not have any contract assets or liabilities related to these revenues on its condensed consolidated balance sheets.

Private placement fees are related to non-underwritten transactions such as private placements of equity securities, private investments in public equity, and Rule 144A private offerings and are recorded on the closing date of the transaction. Client reimbursements for costs associated for private placement fees are recorded gross within investment banking and various expense captions, excluding compensation. The Company typically receives payments on private placements transactions at the completion of the contract. The Company views the majority of placement fees as a single performance obligation that is satisfied when the transaction is complete, and the revenue is recognized at that point in time.

Taxes and regulatory fees assessed by a government authority or agency that are both imposed on and concurrent with a specified revenue-producing transaction, which are collected by Public Ventures from a customer, are excluded from revenue and recorded against general and administrative expenses.

Public Ventures does not incur any costs to obtain contracts with customers for revenues that are eligible for deferral or receive fees prior to recognizing revenue, and therefore, as of September 30, 2025 and 2024, Public Ventures did not have any contract assets or liabilities related to these revenues in its condensed consolidated balance sheet.

During the three and nine-months ended September 30, 2025 and 2024, respectively, the Company’s technology development segment revenue had no revenue.

PatentVest recognizes revenue when performance obligations are satisfied by transferring promised goods and services to customers in an amount the Company expects to receive in exchange for those goods or services. PatentVest enters into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as a separate performance obligation for the entire contract or a portion of the contract. When performance obligations are combined into a single contract, PatentVest utilizes stand-alone selling prices to allocate the transaction price among the performance obligations.

Certain contracts or portions of contracts are duration-based, which in the event of customer cancellation, provide PatentVest with an enforceable right to a proportional payment for the portion of the services provided. Accordingly, revenue from duration-based contracts is recognized using a time-based measure of progress, which PatentVest believes best depicts how it satisfies its performance obligations in these arrangements as control is continuously transferred throughout the contract period. Revenue from certain contracts is recognized over the expected period of performance using a single measure of progress, typically based on hours incurred. Payments received in advance of services being rendered are recorded as a component of contract liabilities.

PatentVest’s contract liabilities which is presented as deferred revenue, consist of advance payments. The table below shows changes in deferred revenue:

Schedule of Changes in Deferred Revenue

Balance as of December 31, 2023	$	-
Amounts billed but not recognized		100,000
Revenue recognized		100,000
Balance as of September 30, 2024		-
Amounts billed but not recognized		-
Revenue recognized		-
Balance as of December 31, 2024		-
Amounts billed but not recognized		-
Revenue recognized		-
Balance as of September 30, 2025	$	-

Research Grants

On November 14, 2024 eXoZymes was deconsolidated from the Company’s condensed consolidated financial statements. As all grant-related costs were associated with eXoZymes, no grant-related figures are reported for 2025. eXoZymes receives grant reimbursements, which are netted against research and development expenses in the condensed consolidated statement of operations. Grant reimbursements for capitalized assets are recognized over the useful life of the assets, with the unrecognized portion recorded as deferred grant reimbursements and included in liabilities in the condensed consolidated balance sheet.

Grants function on a reimbursement model are accounted for using the accrual method. They are treated as reductions to expenses, corresponding to the amount of disbursements and obligations eligible for reimbursement. These are for permissible expenses incurred as of September 30, 2024. The reimbursements are anticipated to be received from the respective funding entities in the following year. Management considered such receivables at September 30, 2024, to be fully collectable due to the historical experience with the Federal Government of the United States of America. Accordingly, no allowance for credit losses on the grants receivable was recorded in the accompanying condensed consolidated financial statements.

Summary of grants receivable activity for the nine-months ended September 30, 2024 is presented below:

Summary of Grants Receivable Activity

	2024

Balance at beginning of period	$	882,319
Grant costs expensed		1,756,852
Grants for equipment purchased		6,379
Grant fees		50,854
Grant funds received		(2,142,441	)
Balance at end of period	$	553,963

The first grant was awarded on October 1, 2023 and the latest of these grants was set to expire on May 14, 2026, however grants can be extended, or new phases can be granted, extending the expiration of the grant. None of the grants have commitments made by the parties, provisions for recapture, or any other contingencies, beyond complying with the normal terms of each research and development grant. Research grants received from organizations are subject to the contract agreement as to how eXoZymes, formerly known as Invizyne Technologies, Inc., conducts its research activities, and eXoZymes is required to comply with the agreement terms relating to those grants. Amounts received under research grants are nonrefundable, regardless of the success of the underlying research project, to the extent that such amounts are expended in accordance with the approved grant project. eXoZymes is permitted to draw down the research grants after incurring the related expenses. Amounts received under research grants are offset against the related research and development costs in the Company’s condensed consolidated statement of operations. For the nine-months ended September 30, 2024, respectively, grants amounting to $1,756,852 were offset against the research and development costs. Grant drawdowns, which includes grants costs expensed, grants for equipment purchased, and grant fees, for the nine-months ended September 30, 2024, respectively, totaled $1,814,085.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs consist primarily of compensation costs, fees paid to consultants, and other expenses relating to the development of eXoZymes’ technology. For the three-months ended September 30, 2025 and 2024, research and development costs prior to offset of the grants amounted to $0 and $1,213,285. For the nine-months ended September 30, 2025 and 2024, research and development costs prior to offset of the grants amounted to $0 and $3,046,169, respectively, which includes grant costs expensed, grants fees, and research and development costs, net of the grant received.

Patent and Licensing Legal and Filing Fees and Costs

Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the research efforts and related patent applications, all patent and licensing legal and filing fees and costs related to the development and protection of its intellectual property are charged to operations as incurred.

Patent and licensing legal and filing fees and costs were $12,544 and $148,456 for the three-months ended September 30, 2025 and 2024, respectively. Patent and licensing legal and filing fees and costs were $41,089 and $210,993 for the nine-months ended September 30, 2025 and 2024, respectively. Patent and licensing legal and filing fees and costs are included in general and administrative costs.

3. Segment Reporting

In its operation of the business, management, including the Company’s chief operating decision maker, who is also the Company’s Chief Executive Officer, reviews certain financial information, including segmented profit and loss and balance sheet statements.

The Company currently operates in two reportable segments: a broker dealer & intellectual property service and technology development.

The broker dealer & intellectual property service segment currently has two subsidiaries, Public Ventures and PatentVest. Public Ventures is a full-service broker dealer firm focusing on conducting private and public securities offerings. PatentVest offers in-depth patent research used for investment banking due diligence.

For the three and nine months ended September 30, 2025, the Company’s technology development segment consisted of a single subsidiary, M1, a research and development stage company focused on developing a small molecule senescence platform started in July 2024. For the three and nine months ended September 30, 2024, the technology segment included one subsidiary, eXoZymes, a research and development stage synthetic biology company. eXoZymes was consolidated in the Company’s Statement of Operations through November 14, 2024, at which point it was deconsolidated and subsequently accounted for as an equity method investment.

Non-income generating subsidiaries for management of the business, including MDB CG Management Company, Inc. are reported in the Other column in the tables below.

The following sets forth the long-lived assets and total assets by segment at September 30, 2025:

ASSETS	Broker Dealer & Intellectual Property Service		Technology Development		Other		Eliminations		Consolidated
Long-lived assets	$	99,202	$	-	$	570,989	$	-	$	670,191
Total assets	$	20,593,165	$	3,311	$	40,914,849	$	-	$	61,511,325

The following sets forth statements of operations by segment for the three-months September 30, 2025:

	Broker Dealer & Intellectual Property Service			Technology Development		Other			Eliminations			Consolidated
Operating income:
Unrealized loss on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) (1)	$	1,225,329		$	-	$	-		$	-		$	1,225,329
Fee income (from our licensed broker dealer) (2)		-			-		-			-			-
Other operating income (3)		25,563			-		-			-			25,563
Total operating loss, net		1,250,892			-		-			-			1,250,892

Operating costs:
General and administrative costs:
Compensation		690,689			-		2,626,479			-			3,317,168
Operating expense, related party		354,829			-		93,028			-			447,857
Professional fees		241,808			-		181,337			-			423,145
Information technology		248,792			-		42,809			-			291,601
Clearing and other charges		15,911			-		-			-			15,911
General and administrative-other		199,306			-		311,171			-			510,477
General and administrative costs		1,751,335			-		3,254,824			-			5,006,159
Research and development costs		-			-		-			-			-
Total operating costs		1,751,335			-		3,254,824			-			5,006,159
Net loss		(500,443	)		-		(3,254,824	)		-			(3,755,267	)
Other income and expense:
Miscellaneous income		-			-		-			-			-
Interest expense		(247,500	)		-		-			247,500			-
Interest income		118,259			-		276,373			(247,500	)		147,132
Gain related to dilution events		-			-		19,863			-			19,863
Loss before income taxes		(629,684	)		-		(2,958,588	)		-			(3,588,272	)
Income tax expense		-			-		-			-			-
Loss before equity method investee		(629,684	)		-		(2,958,588	)		-			(3,588,272	)
Equity in loss of equity method investee		-			-		(1,068,539	)		-			(1,068,539	)
Net loss		(629,684	)		-		(4,027,127	)		-			(4,656,811	)
Net loss attributable to non-controlling interests		-			-		-			-			-
Net loss attributable to MDB Capital Holdings, LLC	$	(629,684	)	$	-	$	(4,027,127	)	$	-		$	(4,656,811	)

The following sets forth statements of operations by segment for the nine-months September 30, 2025:

	Broker Dealer & Intellectual Property Service			Technology Development			Other			Eliminations			Consolidated
Operating income:
Unrealized loss on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) (1)	$	(2,430,483	)	$	-		$	-		$	-		$	(2,430,483	)
Fee income (from our licensed broker dealer) (2)		2,140,238			-			-			-			2,140,238
Other operating income (3)		468,815			-			-			-			468,815
Total operating loss, net		178,570			-			-			-			178,570

Operating costs:
General and administrative costs:
Compensation		2,206,461			-			9,265,966			-			11,472,427
Operating expense, related party		1,114,658			-			262,066			-			1,376,724
Professional fees		755,945			50,954			756,982			-			1,563,881
Information technology		717,128			-			92,177			-			809,305
Clearing and other charges		339,699			-			-			-			339,699
General and administrative-other		555,310			-			1,119,080			-			1,674,390
General and administrative costs		5,689,201			50,954			11,496,271			-			17,236,426
Research and development costs		-			-			-			-			-
Total operating costs		5,689,201			50,954			11,496,271			-			17,236,426
Net loss		(5,510,631	)		(50,954	)		(11,496,271	)		-			(17,057,856	)
Other income and expense:
Miscellaneous income		75,000			-			-			-			75,000
Interest expense		(742,500	)		-			-			742,500			-
Interest income		361,821			-			883,754			(742,500	)		503,075
Gain related to dilution events		-			-			19,863			-			19,863
Loss before income taxes		(5,816,310	)		(50,954	)		(10,592,654	)		-			(16,459,918	)
Income tax expense		-			-			-			-			-
Loss before equity method investee		(5,816,310	)		(50,954	)		(10,592,654	)		-			(16,459,918	)
Equity in loss of equity method investee		-			-			(3,048,283	)		-			(3,048,283	)
Net loss		(5,816,310	)		(50,954	)		(13,640,937	)		-			(19,508,201	)
Net loss attributable to non-controlling interests		-			(16,397	)		-			-			(16,397	)
Net loss attributable to MDB Capital Holdings, LLC	$	(5,816,310	)	$	(34,557	)	$	(13,640,937	)	$	-		$	(19,491,804	)

(1)	Includes unrealized gains and losses on securities held by the broker-dealer.

(2)	Includes fee income generated for the broker-dealer from investment banking activities, including advisory services, capital raising, and other related financial transactions.

(3)	Includes fees earned from self-clearing activities by the broker-dealer and professional fees generated by PatentVest services.

The following sets forth the long-lived assets and total assets by segment at December 31, 2024:

ASSETS	Broker Dealer & Intellectual Property Service		Technology Development		Other		Eliminations		Consolidated
Long-lived assets	$	90,491	$	-	$	641,354	$	-	$	731,845
Total assets	$	21,754,504	$	849	$	50,221,046	$	-	$	71,976,399

The following sets forth statements of operations by segment for the three-months ended September 30, 2024:

	Broker Dealer & Intellectual Property Service			Technology Development			Other			Eliminations			Consolidated
Operating income:
Unrealized loss on investment securities, net (from our licensed broker dealer) (1)	$	(718,491	)	$	-		$	-		$	-		$	(718,491	)
Fee income (2)		-												-
Other operating income (3)		104,246			-			-			-			104,246
Total operating income, net		(614,245	)		-			-			-			(614,245	)

Operating costs:
General and administrative costs:
Compensation		854,973			546,097			3,769,702			-			5,170,772
Operating expense, related party		405,771			-			84,183			-			489,954
Professional fees		190,277			445,532			214,204			-			850,013
Information technology		195,304			15,661			25,504			-			236,469
Clearing and other charges		876			-			-			-			876
General and administrative-other		166,771			56,941			410,087			-			633,799
General and administrative costs		1,813,972			1,064,231			4,503,680			-			7,381,883
Research and development costs		-			723,487			-			-			723,487
Total operating costs		1,813,972			1,787,718			4,503,680			-			8,105,370
Net operating loss		(2,428,217	)		(1,787,718	)		(4,503,680	)		-			(8,719,615	)
Other income and expense:
Interest expense		(183,625	)		(45,568	)		-			229,193			-
Interest income		106,298			921			401,099			(229,193	)		279,125
Loss before income taxes		(2,505,544	)		(1,832,365	)		(4,102,581	)		-			(8,440,490	)
Income tax expense		-			-			-			-			-
Net loss		(2,505,544	)		(1,832,365	)		(4,102,581	)		-			(8,440,490	)
Less net loss attributable to non-controlling interests		-			(705,057	)		-			-			(705,057	)
Net loss attributable to MDB Capital Holdings, LLC	$	(2,505,544	)	$	(1,127,308	)	$	(4,102,581	)	$	-		$	(7,735,433	)

The following sets forth statements of operations by segment for the nine-months September 30, 2024:

	Broker Dealer & Intellectual Property Service			Technology Development			Other			Eliminations			Consolidated
Operating income:
Unrealized loss on investment securities, net (from our licensed broker dealer) (1)	$	(566,215	)	$	-		$	-		$	-		$	(566,215	)
Unrealized gain (loss) on investment securities, net (from our licensed broker dealer)	$	(566,215	)	$	-		$	-		$	-		$	(566,215	)
Fee income (2)		1,303,398												1,303,398
Other operating income (3)		276,633			-			-			-			276,633
Total operating income, net		1,013,816			-			-			-			1,013,816
Total operating income (loss), net		1,013,816			-			-			-			1,013,816

Operating costs:
General and administrative costs:
Compensation		2,354,897			1,667,748			11,165,560			-			15,188,205
Operating expense, related party		923,292			-			191,908			-			1,115,200
Professional fees		489,910			991,998			927,814			-			2,409,722
Information technology		561,420			29,267			61,169			-			651,856
Clearing and other charges		229,338			-			-			-			229,338
General and administrative-other		592,090			197,304			1,183,162			-			1,972,556
General and administrative costs		5,150,947			2,886,317			13,529,613			-			21,566,877
Research and development costs		-			1,238,463			-			-			1,238,463
Total operating costs		5,150,947			4,124,780			13,529,613			-			22,805,340
Net operating loss		(4,137,131	)		(4,124,780	)		(13,529,613	)		-			(21,791,524	)
Other income and expense:
Interest expense		(459,875	)		(77,066	)		-			536,941			-
Interest income		303,532			2,637			1,168,757			(536,941	)		937,985
Income (loss) before income taxes		(4,293,474	)		(4,199,209	)		(12,360,856	)		-			(20,853,539	)
Income tax expense		-			2,143			-			-			2,143
Net loss		(4,293,474	)		(4,201,352	)		(12,360,856	)		-			(20,855,682	)
Less net loss attributable to non-controlling interests		-			(1,630,383	)		-			-			(1,630,383	)
Net loss attributable to MDB Capital Holdings, LLC	$	(4,293,474	)	$	(2,570,969	)	$	(12,360,856	)	$	-		$	(19,225,299	)

(1)	Includes unrealized gains and losses on securities held by the broker-dealer.

(2)	Includes fee income generated for the broker-dealer from investment banking activities, including advisory services, capital raising, and other related financial transactions.

(3)	Includes fees earned from self-clearing activities by the broker-dealer and professional fees generated by PatentVest services.

4. Equity and Non-Controlling Interests

Equity

Preferred shares – 10,000,000 shares authorized, no shares issued and outstanding. The board of directors may designate preferred shares to be issued, and may rank preferred shares as junior to, on parity with or senior to other preferred shares (in each case, with respect to distributions or other payments in respect of shares). Since the board of directors may set all the terms of any class of preferred shares, these are considered “blank check” preferred shares. Currently the board has not defined dividend and liquidation preference, participation rights, call prices and dates, sinking-fund requirements, or terms that may change the conversation or exercise price.

Class A Common Shares – 95,000,000 shares authorized, 5,138,632 shares issued and outstanding as of September 30, 2025 and 4,950,632 shares issued and outstanding as of December 31, 2024. These shares are common shares and have one vote per share. Currently there is not a defined dividend or liquidation preference.

Class B Common Shares – 5,000,000 shares authorized, 5,000,000 issued and outstanding as of September 30, 2025 and December 31, 2024. These shares are common shares and have five votes per share. Currently there is not a defined dividend or liquidation preference. These shares may be converted one to one for Class A Common Shares.

Placement Agent and Selling Agent Warrants – 43,420 warrants of Class A common shares have been issued as part of the private placement and the initial public offering. The Placement Agent and Selling Agent Warrants are subject to standard anti-dilution provisions and may include cashless exercise provisions under certain circumstances. The issuance of the Placement and Selling Agent Warrants is a customary part of compensation for the placement or selling agent’s services in connection with prior offerings.

Non-Controlling Interests (NCI)

For the nine months ended September 30, 2025, the Company held a weighted average of 67.82% ownership interest in M1, with the remaining 32.18% representing NCI. In comparison, for the nine months ended September 30, 2024, the ownership interest in eXoZymes was 60.94% and the non-controlling interest was 39.06% and the ownership Minnesota One 67.00% and 33.00% of non-controlling interest, the average ownership was 62.00%. However, effective November 14, 2024, eXoZymes was deconsolidated and is now accounted for under the equity method. As a result, NCI related to eXoZymes were removed from the consolidated financial statements as of that date.

During each period, controlling and NCI changes as a result of capital infusions from the Company. For the nine months ended September 30, 2025 there were $55,896 of capital infusions. For the nine months ended September 30, 2024, there were $90,744 of capital infusions. The NCI ownership will be equal to the NCI percentage as of the reporting period. Therefore, there will be a redistribution of equity between MDB and the NCI owner. As of September 30, 2025 and 2024, the Company’s equity in Minnesota One was 67.82% and 67.00%, respectively. As of September 30, 2024, the Company’s equity interest in eXoZymes was 60.94%, and the remaining equity interest was owned by the NCI as presented below:

	For the Nine Months Ended September 30,
	2025			2024

Non-controlling companies net loss	$	(50,954	)	$	(4,201,352	)
Weighted average non-controlling percentage		32.18	%		38.81	%
Net loss non-controlling interest	$	(16,397	)	$	(1,630,383	)
Prior period balance		(89,671	)		7,250
Ownership change of non-controlling interest		-			198
Stock-based compensation		-			808,362
Ending period balance	$	(106,068	)	$	(814,573	)

If there is a change in the parent ownership in a subsidiary from an additional investment or from the issuance of stock based compensation, a change of the non-controlling ownership is recognized based on the amount invested as required, and per ASC 810-45-21A, the carrying amount of the NCI is adjusted to reflect the change in the non-controlling ownership in the subsidiary’s net assets. Since there was a change in the equity, a reclassification of the NCI in the subsidiary’s net assets is required and reflected in the ending period balance above.

5. Equity Method Investment

On November 14, 2024, eXoZymes underwent an initial public offering in which MDB’s ownership interest in eXoZymes decreased from 60% to 47%. MDB and eXoZymes deconsolidated the financial statements as the investment in eXoZymes fell below 50% majority ownership.

The fair value of the equity method investment was determined based on the number of eXoZymes shares held by MDB and the market price of eXoZymes stock on the deconsolidation date. This valuation also included the estimated fair value of warrants held in eXoZymes, along with an assessment of the investment for any potential impairment.

The Company’s portion of the net loss for the three and nine-months ended September 30, 2025 was $1,068,539 and $3,048,283, respectively. As of September 30, 2025, MDB owned 3,931,133 shares of eXoZymes shares, representing a 46.9% ownership of eXoZymes.

The following summarizes the Company’s equity method investment:

Schedule of Equity Method Investment

	Carrying Amount
December 31, 2024, beginning balance	$	41,763,568
Portion of loss from eXoZymes		(3,048,283	)
Gain related to dilution events		19,863
September 30, 2025, carrying amount	$	38,735,148

6. Stock-Based Compensation

On April 28, 2025, Mo Hayat, Chris Marlett, George Brandon, and Anthony DiGiandomenico voluntarily relinquished their outstanding restricted stock units (RSUs) in exchange for stock options for an equivalent number of Class A shares and similar vesting schedules. This exchange was executed as part of a broader equity compensation strategy aimed at aligning long-term incentives with shareholder value creation. The terms of the stock options, including exercise price and vesting schedules, were approved by the Company’s Board of Directors in accordance with the existing equity incentive plan and Section 16 of the Exchange Act.

Between April 19, 2022 and September 21, 2022, the Company granted 3,675,000 restricted stock units (“RSUs”). These units vested 20% of one-half of the total number of RSUs, by each individual person, on the thirteenth (13) month anniversary, October 20, 2024, of the listing of the Class A Shares on a United States national exchange, then vesting would be at a rate of 10% of one-half the number of RSUs each six months after the date of the initial vesting, until the last vesting on the fifth year anniversary of the date of grant, at which any previously unvested would fully vest. These RSUs were granted to officers, directors, employees, and contractors. These RSU began to vest upon the completion of the initial public offering by the Company on September 20, 2023, compensation expense related to these RSUs has been recorded. The Company will be expensing the RSUs based on the average expense over the vesting period. In 2024 an additional 295,000 RSUs were granted, 320,000 RSUs were either canceled or forfeited, and 655,000 RSUs vested. The total unrecognized compensation expense based on the share price sold in the 2022 private placement as of September 30, 2025 was $6,952,888. The weighted average of the remaining restricted stock units at September 30, 2025 was 1.9 years and at December 31, 2024 was 2.4 years. During the nine months ended September 30, 2025, 127,500 RSUs were canceled due to holder leaving the Company and 1,600,000 RSUs were exchanged and converted to stock options. As a result of the modification, the fair value of the awards immediately after the modification was determined to be $6,000,000 compared to the fair value of the original restricted stock unit awards of $6,800,000 immediately prior to the modification. The modification resulted to a decrease in the aggregate fair value of the awards and in accordance with ASC 718, no incremental compensation costs need to be recognized over the remaining requisite service period.

On April 19, 2022 the Company granted 2,000,000 restricted stock units (“RSUs”). These units will vest 20% of one-half of the total number of RSUs, by each individual person, starting on the thirteenth (13) month anniversary of the listing of the Class A Shares on a United States national exchange, October 20, 2024, when a Class A Share has traded in the market on which the Class A Shares are listed for any 90 consecutive calendar days at an average price of $20.00 or more during the period commencing the date of grant and prior to the five year anniversary of the date of grant, with an average monthly trading volume of 2,000,000 Class A Shares or more during the 90 consecutive calendar day period, or a Class A Shares has traded in the market on which the Class A Shares are listed for any 90 consecutive calendar days at an average price of $25.00 or more during the period commencing the date of grant and prior to the five year anniversary of the date of grant; provided further, that if there is a distribution of cash, stock or other property by the Company on the Class A Shares, then the foregoing average amounts of $20.00 or $25.00 will be reduced, from time to time, by the value of any one or more per share distributions after the date of grant until vested. As these RSUs did not begin to vest until the completion of an initial public offering, which was completed on September 20, 2023, by the Company, which was outside of the control of the Company, compensation expense related to these RSUs has been recorded. On April 28, 2025 all of the market based RSUs were modified and exchanged for stock options in their place. The unvested portion of the market based RSUs was $8,714,920 and the incremental value of $5,500,000 in the exchange for a total amortized amount of $14,214,920 that will be amortized over the 10ten-year life of the award. There is not an estimated unrecognized compensation expense, as all the RSUs were modified and exchanged for stock options.

A summary of restricted stock unit activity during the nine-months ended September 30, 2025 and the year ended December 31, 2024 is presented below:

	Time-Based					Market-Based
	Number of Restricted Stock Units			Weighted Average Grant Date Fair Value		Number of Restricted Stock Units			Weighted Average Grant Date Fair Value
Restricted stock units outstanding at December 31, 2024		2,995,000		$	9.90		2,000,000		$	7.91
Granted		-			-		-			-
Vested		(188,000	)		9.69		-			-
Exchanged/Modified		(1,600,000	)		10.00		(2,000,000	)		7.91
Expired/Cancelled		(127,500	)		9.97		-			-
Restricted stock units outstanding at September 30, 2025		1,079,500		$	9.78		-		$	-

Exercisable and vested restricted stock units at December 31, 2024		655,000		$	10.00		-		$	-
Exercisable and vested restricted stock units at September 30, 2025		843,000		$	9.93		-		$	-

On April 28, 2025, in exchange for 1,600,000 unvested time-based RSUs, stock options to purchase 1,600,000 shares of Common Stock were granted at an exercise price of $4.25 per share, which was equal to the closing price of the Common Stock immediately prior to the date of grant, and are exercisable for a period of 10 years. One-half of the stock options vested immediately on grant, with the remaining stock options vesting ratably over a period of 2 years, subject to continued service. The inputs used to determine the fair value of this stock option grant were as follows: (1) Common Stock price of $4.25 per share; (2) exercise price of $4.25 per share; (3) expected life of 10 years; (4) risk-free interest rate of 4.23%; (5) expected annual volatility of 85.65%; and (6) an annual dividend rate of 0%. The total unrecognized compensation expense based on the pre-modification valuation of the shares price sold in the 2022 private placement as of September 30, 2025 was $8,214,232.

A summary of time-based stock option activity during the nine months ended September 30, 2025 and the year ended December 31, 2024 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Time-based stock options outstanding at December 31, 2024		-	$	-		-
Exchanged/Modified		1,600,000		3.75		9.58
Exercised		-		-		-
Expired/Cancelled		-		-		-
Time-based stock options outstanding at September 30, 2025		1,600,000	$	3.75		9.58

Stock options exercisable at December 31, 2024		-	$	-		-
Stock options exercisable at September 30, 2025		966,660	$	3.75		9.58

In addition, on April 28, 2025, in exchange for 2,000,000 unvested market-based RSUs, stock options to purchase 2,000,000 shares of Common Stock were granted at an exercise price of $4.25 per share, which was equal to the closing price of the Common Stock immediately prior to the date of grant, and are exercisable for a period of 10 years. The stock options vest if either (a) the Common Stock has traded in the market on which the shares are listed for at least 30 trading days at an average price per share of $20.00 or more, whether consecutive or non-consecutive, or (b) there are distributions of cash, stock or other property by the Company to the holders of the Common Stock, at a value per share of $20.00 or more in the aggregate, subject to continued service. Once vested, the stock options will be exercisable for the remainder of the 10 year grant date period. The total unrecognized compensation expense based on the post-modification valuation of the unamortized amount and the incremental value as of September 30, 2025 was $13,607,378.

A summary of market-based stock option activity during the nine months ended September 30, 2025 and the year ended December 31, 2024 is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Market-based stock options outstanding at December 31, 2024		-		-		-
Exchanged/Modified		2,000,000	$	3.02		9.58
Exercised		-		-		-
Expired/Cancelled		-		-		-
Market-based stock options outstanding at September 30, 2025		2,000,000	$	3.02		9.58

Stock options exercisable at December 31, 2024		-	$	-		-
Stock options exercisable at September 30, 2025		-	$	-		-

7. Earnings Per Share

The Company’s computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., preferred shares, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods.

Basic and fully diluted earnings per share is calculated at follows for the three and nine-months ended September 30, 2025 and 2024:

Schedule of Basic and Fully Diluted


	For the Three Months Ended
	September 30, 2025						September 30, 2024
		Class A common shares			Class B common shares			Class A common shares			Class B common shares
Net loss attributable to MDB Capital Holdings, LLC	$	(2,316,854	)	$	(2,339,957	)	$	(3,574,644	)	$	(4,160,789	)

Weighted average shares outstanding – basic and diluted		5,048,719			5,000,000			4,295,632			5,000,000

Net loss per share – basic and diluted	$	(0.46	)	$	(0.47	)	$	(0.83	)	$	(0.83	)


	For the Nine Months Ended
	September 30, 2025						September 30, 2024
		Class A common shares			Class B common shares			Class A common shares			Class B common shares
Net loss attributable to MDB Capital Holdings, LLC	$	(9,697,550	)	$	(9,794,254	)	$	(8,884,260	)	$	(10,341,039)

Weighted average shares outstanding – basic and diluted		4,983,687			5,000,000			4,295,632			5,000,000

Net loss per share – basic and diluted	$	(1.95	)	$	(1.96	)	$	(2.07	)	$	(2.07)

Class A Common Shares and Class B common stock are equal for ownership purposes, but Class B shares have five times the voting rights of Class A shares and Class B shares can be exchanged on a one-to-one basis for purposes of sale.

8. Related Party Transactions

The principal members of the Company have a controlling interest in Point 1286, a company organized and based in the United States and is the sole owner of MDB Capital, S.A., a company organized and based in Nicaragua , that provides outsourced services to the Company and other non-related entities. During the nine months ended September 30, 2025 and 2024, the Company paid $1,376,724 and $1,115,200, respectively, to the above entities which is inclusive of expenses and fees, for contracted labor, that is recorded against general and administrative expenses.

During the nine months ended September 30, 2025, PatentVest, a 100% entity owned the Company, engaged in transactions with ENDRA Life Sciences Inc – NDRA on Nasdaq, a company for which one of our executive officers, Anthony DiGiandomenico, Head of New Venture Discovery, serves as a board member. For the nine months ended September 30, 2025, there were no financial transactions recognized between the MDB Capital entities and ENDRA.

During the nine months ended September 30, 2025, PatentVest, a 100% entity owned by the Company, engaged in transactions with eXoZymes and recognized revenues of $78,140.

On May 15, 2025, MDB Capital Holdings entered into an agreement to acquire a 30.6% ownership interest in Paulex. As part of the transaction, MDB issued a promissory note to Paulex. As of September 30, 2025, the outstanding balance of the promissory note was $252,448.

As of September 30, 2025, the Company recorded related party receivables totaling $26,275, this amount is for services performed by PatentVest on behalf of eXoZymes and accounting support from MDB Management. Additionally, the Company recorded accrued expenses of $21,755 payable to officers and directors, representing reimbursable expenses incurred in the ordinary course of business, as well as miscellaneous invoices payable to Exozymes. All transactions were conducted on an arm’s-length basis and are expected to be settled in the normal course of operations.

9. Commitments and Contingencies

Legal Claims

The Company may be subject to legal claims and actions from time to time as part of its business activities. As of September 30, 2025 and 2024, the Company was not subject to any pending or threatened legal claims or actions.

External Risks Associated with the Company’s Business Activities

Net Capital Requirement (Public Ventures)

MDB Capital dba Public Ventures is subject to the uniform net capital rule (SEC Rule 15c3-1) of the Securities and Exchange Commission (the “SEC”), which requires both the maintenance of minimum net capital and the maintenance of maximum ratio of aggregate indebtedness to net capital. At September 30, 2025 and 2024, Public Ventures had net capital of $7,778,582 and $11,765,823, respectively, which was $7,528,582 and $11,515,823 in excess of the minimum $250,000, as required by the SEC Rule 15c3-1.

In 2024 the Company entered into a subordinated loan agreement with its broker-dealer subsidiary for $7,300,000. This amount, together with existing subordinated loans totaling $5,900,000 and $1,518,257 of accrued interest payable, is subordinated to other liabilities of the Company, and is considered members’ equity for calculating net capital, and is not included in aggregate indebtedness.

Minimum net capital is based upon the greater of the statutory minimum net capital of $250,000 or 2% of customer debts, which was calculated as $0 at September 30, 2025.

To comply with DTC membership requirements, the broker-dealer subsidiary has committed to maintain at least $5,000,000 of net capital in excess of the $250,000 minimum.

The requirement to comply with the Uniform Net Capital Rule 15c3-1 may limit Public Ventures’ ability to issue dividends to its parent company.

Indemnification Provisions

Public Ventures has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the accounts of customers. Should a customer not fulfill its obligation on a transaction, Public Ventures may be required to buy or sell securities at prevailing market prices in the future on behalf of its customer. The indemnification obligations of Public Ventures to its clearing broker have no maximum amount. All unsettled trades at September 30, 2025 and 2024 have subsequently settled with no resulting material liability to Public Ventures, LLC. For the nine-months ended September 30, 2025 and 2024, Public Ventures had no material loss due to counterparty failure and had no obligations outstanding under the indemnification arrangement as of September 30, 2025 and 2024.

10. Employee Benefit Plans

MDB Management and eXoZymes both sponsor individual 401(k) defined contribution plans for the benefit of each company’s eligible employees. The plans allow eligible employees to contribute a portion of their annual compensation, not to exceed annual limits established by the Department of Treasury. eXoZymes makes matching contributions for participating employees up to a certain percentage of the employee contributions; matching contributions were funded for the nine-months ended September 30, 2025 and 2024. On November 14, 2024 eXoZymes was deconsolidated from the Company’s condensed consolidated financial statements, eXoZymes costs are included in the 2024 figures. Benefits under the eXoZymes plan were available to all employees, and employees become fully vested in the employer contribution upon receipt. For the nine-months ended September 30, 2025 and 2024, a total of $298,666 and $426,432, respectively, was contributed to the plans. The majority of the expense was included in general and administrative cost, however contributions for research and development employees is included in research and development expenses.

MDB Management also provides health and related benefit plans for eligible employees.

11. Exclusive License Agreement (MDB Minnesota One)

On July 1, 2024, MDB M1 entered into a Patent and Know-How License Agreement (the “License Agreement”) with Mayo for certain patent rights and associated technology pursuant to which M1 intends to develop a small molecule senescence platform. The License Agreement grants M1 rights to develop and commercialize Mayo’s patented technology and know-how for all fields of use on a worldwide basis. Under the terms of the License Agreement, M1 holds an exclusive license of patent rights and a non-exclusive license for the associated technology to make, have made, use, offer for sale, sell, and import licensed products and derivatives.

As part of initial consideration for the License Agreement, M1 issued 1,980,000 shares of common stock equity to Mayo; which at that time represented thirty-three percent of its shares. M1 also paid an initial license fee of $150,000 as part of the initial consideration. M1 will pay earned royalties on future net sales (including modest minimum annual royalties, which commence in the second year of the term of the License Agreement and gradually increase and plateau over time, and which will be credited against earned royalties due on net sales), and a percentage of any sublicensing income. The earned royalty commences after the first commercial sale of a licensed product. At September 30, 2025 there were no accrued royalties recorded.

Under the License Agreement, M1 is required to achieve certain development milestones within designated time periods. For select development milestones, as listed below, M1 will be required to make a payment to Mayo, also as noted below:

	●	A payment of $250,000 for Phase II clinical trial initiation, for the first instance of a licensed product.
	●	A payment of $1.5 million for Phase III clinical trial initiation, for the first instance of a licensed product.
	●	A payment of $2 million for FDA New Drug Application (NDA) acceptance, for the first instance of a licensed product.
	●	A payment of $5 million for NDA approval, for each instance of a licensed product.

As of September 30, 2025 the development milestones noted above are not required to have been met and have not been met. There are other developmental milestones in the License Agreement relating to funding of the business and to initiating various clinical trial phases over time.

If M1 materially breaches the terms of the License Agreement, and such material breach remains uncured after an opportunity to cure, Mayo may terminate the License Agreement.

12. Leases

For operating leases, the Company records right-of-use assets and corresponding lease liabilities in the balance sheets for all leases with terms longer than twelve months. The Company has one operating lease, with no variable lease costs, and no finance leases as of September 30, 2025 and December 31, 2024.

On July 1, 2022 the Company executed a lease for new office space in the Dallas, Texas metropolitan area, and took occupancy December 20, 2022. The lease with a term of 91 months, commenced December 20, 2022 and ends on July 20, 2030, without an option to extend. The initial base rent was $12,556 per month, after 7 months of free rent. The lease provides for annual increases. The base rent for the lease in the final year is $13,937 per month.

ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company’s uses the implicit rate in its lease calculations when it is readily determinable. Since the Company’s leases do not provide implicit rates, to determine the present value of lease payments, management uses the Company’s estimated incremental borrowing rate for a fully collateralized loan with a similar term of the lease that is based on the information available at the inception of the lease.

Schedule of Operating Lease Cost

	September 30, 2025			December 31, 2024

Operating leases:
Right-of-use assets	$	570,989		$	641,354
Operating lease liabilities	$	635,421		$	711,503

Weighted average remaining lease term in years		4.75			5.50
Weighted average discount rate		7.80	%		7.80	%

Cash paid for amounts included in the measurement of lease liabilities	$	115,763		$	152,048
Right-of-use assets obtained in exchange for lease liabilities	$	-		$	-

Operating lease cost	$	110,045		$	146,727
Short-term lease costs		70,366			87,246
Total operating lease costs	$	180,411		$	233,973

Future payments due under operating leases as of September 30, 2025 are as follows:

Year	Amount
Remainder of 2025	$	39,048
2026		157,573
2027		160,336
2028		163,098
2029		165,860
2030		92,912
Total	$	778,827
Less effects of discounting		(143,406	)
Total operating lease liabilities	$	635,421

13. Income Taxes

Amounts recognized as income taxes are included in “income tax expense” on the statements of operations. The Company recognized no income tax expense for the nine months ended September 30, 2025, and September 30, 2024, because of a full valuation allowance recorded against the Company’s net deferred tax assets.

The Company’s federal and state statutory tax rate net of the federal tax benefit was approximately 27% for the nine-months ended September 30, 2025, and September 30, 2024.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. At the end of 2024, the Company’s corporate earnings were in a cumulative loss position. Based on the cumulative losses and projections of future taxable income for the periods in which the deferred tax assets are deductible, the Company recorded a valuation allowance against all its net deferred tax assets as of September 30, 2025, and September 30, 2024. The Company intends to maintain a full valuation allowance on its net deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. The amount of deferred tax assets considered realizable could materially increase in the future, and the amount of valuation allowance recorded could materially decrease if estimates of future taxable income are increased.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law and contains important legislation that affects corporations and partnerships. The Company is currently evaluating the impact of the OBBBA on its income tax provision and overall tax position. The Company will continue to assess the implications of the legislation and incorporate any required changes in future reporting periods as appropriate.

14. Subsequent Events

Management has evaluated subsequent events through the date of this filing, and determined that there are no subsequent events that require recognition or disclosure in the financial statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

MDB Capital Holdings, LLC (the “Company” or “MDB”), a Delaware limited liability company, is a holding company that has three wholly-owned subsidiaries: MDB CG Management Company (“MDB Management”); Public Ventures, LLC, d/b/a MDB Capital (“Public Ventures”); and PatentVest, Inc. (“PatentVest”), has one majority-owned partner company MDB Minnesota One, Inc. (“MDB Minnesota One”), and one minority owned company eXoZymes Inc., formerly known as Invizyne Technologies, Inc., (“eXoZymes”), that was majority owned and is consolidated up to until November 14, 2024, when eXoZymes issued securities in its IPO and no longer majority owned by MDB.

MDB Management is principally an “administrative” entity whose purpose is to conduct, and wherever possible, to consolidate shared services/resources, for our US-based operations.

Public Ventures is a U.S. registered broker-dealer under the Exchange Act and is a member of FINRA and the Texas State Securities Board. Public Ventures is managed by Christopher A. Marlett, who is also a founder of MDB. Public Ventures operates on a fully disclosed basis with a nonrelated FINRA member firm, Interactive Brokers, LLC (“Interactive Brokers”), and is not required to maintain a clearing deposit. Interactive Brokers is the clearing firm and custodian of investments maintained by Public Ventures. Public Ventures also operates as a self-clearing broker dealer, and began carrying accounts for customers in January 2024.

PatentVest is a wholly-owned subsidiary that performs intellectual property validation services for Public Ventures’ due diligence functions on the intellectual property of partner and prospective partner companies and creates an intellectual property roadmap for such partner companies. PatentVest also provides intellectual property validation services for other clients.

M1 is a majority owned subsidiary and was formed with the purpose of developing pharmaceuticals, based on patents and licensed technology from the Mayo Foundation for Medical Education and Research (“Mayo”).

On November 14, 2024, eXoZymes completed its initial public offering (IPO), in which it sold common stock, reducing the Company’s ownership interest from approximately 60% to 47%. As a result, effective November 14, 2024, eXoZymes became a minority owned company and is now accounted for under the equity method of accounting.

Results of Operations

The Company has determined its reporting units in accordance with ASC (Accounting Standards Codification) 280, Segment Reporting. The Company currently operates in two reportable segments: (i) the broker dealer and intellectual property service segment and (ii) the technology development segment.

The Company’s unaudited condensed consolidated statements of operations as discussed herein are presented below.

Unaudited Condensed Consolidated Results of Operations for the Three-Months Ended September 30, 2025 and 2024

	2025			2024			$ Change			% Change
Operating income:
Unrealized gain (loss) on investment securities, net (from our licensed broker dealer)	$	1,225,329		$	(718,491	)	$	1,943,820			270.5	%
Other operating income		25,563			104,246			(78,683	)		(75.5	)%
Total operating income (loss), net		1,250,892			(614,245	)		1,865,137			(303.6	)%

Operating costs:
General and administrative costs:
Compensation		3,317,168			5,170,772			(1,853,604	)		(35.8	)%
Operating expense, related party		447,857			489,954			(42,097	)		(8.6	)%
Professional fees		423,145			850,013			(426,868	)		(50.2	)%
Information technology		291,601			236,469			55,132			23.3	%
Clearing and other charges		15,911			876			15,035			1,716.3	%
General and administrative-other		510,477			633,799			(123,322	)		(19.5	)%
Total general and administrative costs		5,006,159			7,381,883			(2,375,724	)		(32.2	)%
Research and development costs, net of grants amounting to $0 and $489,798		-			723,487			(723,487	)		(100.0	)%
Total operating costs		5,006,159			8,105,370			(3,099,211	)		(38.2	)%
Net operating loss		(3,755,267	)		(8,719,615	)		4,964,348			56.9	%
Other income:
Interest income		147,132			279,125			(131,993	)		(47.3	)%
Gain related to dilution events		19,863			-			19,863			100.0	%
Loss before income taxes		(3,588,272	)		(8,440,490	)		4,852,218			57.5	%
Income taxes		-			-			-			-	%
Net loss before equity method investee		(3,588,272	)		(8,440,490	)		4,852,218			57.5	%
Equity in loss of equity method investee		(1,068,539	)		-			(1,068,539	)		(100.0	)%
Net loss		(4,656,811	)		(8,440,490	)		3,783,679			44.8	%
Less net (loss) attributable to non-controlling interests		-			(705,057	)		705,057			100.0	%
Net loss attributable to MDB Capital Holdings, LLC	$	(4,656,811	)	$	(7,735,433	)	$	3,078,622			39.8	%

Unaudited Condensed Consolidated Results of Operations for the Nine-Months Ended September 30, 2025 and 2024

	2025			2024			$ Change			% Change
Operating income:
Unrealized gain (loss) on investment securities, net (from our licensed broker dealer)	$	(2,430,483	)	$	(566,215	)	$	(1,864,268	)		(329.3	)%
Fee income		2,140,238			1,303,398			836,840			64.2	%
Other operating income		468,815			276,633			192,182			69.5	%
Total operating income (loss), net		178,570			1,013,816			(835,246	)		(82.4	)%

Operating costs:
General and administrative costs:
Compensation		11,472,427			15,188,205			(3,715,778	)		(24.5	)%
Operating expense, related party		1,376,724			1,115,200			261,524			23.5	%
Professional fees		1,563,881			2,409,722			(845,841	)		(35.1	)%
Information technology		809,305			651,856			157,449			24.2	%
Clearing and other charges		339,699			229,338			110,361			48.1	%
General and administrative-other		1,674,390			1,972,556			(298,166	)		(15.1	)%
Total general and administrative costs		17,236,426			21,566,877			(4,330,451	)		(20.1	)%
Research and development costs, net of grants amounting to $0 and $1,807,706		-			1,238,463			(1,238,463	)		(100.0	)%
Total operating costs		17,236,426			22,805,340			(5,568,914	)		(24.4	)%
Net operating loss		(17,057,856	)		(21,791,524	)		4,733,668			21.7	%
Other income:
Miscellaneous income		75,000			-			75,000			100.0	%
Interest income		503,075			937,985			(434,910	)		(46.4	)%
Gain related to dilution events		19,863			-			19,863			100.0	%
Loss before income taxes		(16,459,918	)		(20,853,539	)		4,393,621			21.1	%
Income taxes		-			(2,143	)		2,143			100.0	%
Net loss before equity method investee		(16,459,918	)		(20,855,682	)		4,395,764			21.1	%
Equity in loss of equity method investee		(3,048,283	)		-			(3,048,283	)		(100.0	)%
Net loss		(19,508,201	)		(20,855,682	)		1,347,481			6.5	%
Less net loss attributable to non-controlling interests		(16,397	)		(1,630,383	)		1,613,986			99.0	%
Net loss attributable to MDB Capital Holdings, LLC	$	(19,491,804	)	$	(19,225,299	)	$	(266,505	)		(1.4	)%

Operating Income. For the three-month period ending September 30, 2025 and 2024, there was limited activity, beyond the unrealized gains and losses related to investment securities held. For the nine-month period ending September 30, 2025 and 2024, the Company generated operating income primarily due to investment banking activity completed in February 2025, which was offset by unrealized losses from securities held in the segment.

General and Administrative Costs. During the three and nine-month periods ended September 30, 2025 and 2024, respectively, several factors contributed to changes in various expense categories:

	●	Compensation Expense: The majority of the decrease in compensation expense was attributable to the deconsolidation of eXoZymes, as well as the exchange of restricted stock units to options during the period.
	●	Related Party Operating Expenses: The increase is primarily due to the outsourcing of support services related to the Company’s self-clearing operations within the broker-dealer, as well as services provided by the intellectual property segment.
	●	Professional Fees: The decrease compared to the prior period was largely due to a reduction in audit and consulting fees that were primarily associated with fiscal year 2024 reporting activities.
	●	Information Technology Costs: Costs increased from the prior period, driven by higher expenses incurred for self-clearing operations.
	●	Clearing and Other Charges: For the three and nine-months ended September 30, 2025, the increase is in line with broker-dealer activity, as these costs generally correlate with fee-generating transactions, which compared to the prior period had no fee-generating transactions.
	●	Other General and Administrative Costs: The primary driver for the decrease in general and administrative expenses was the deconsolidation of eXoZymes, which resulted in the removal of related operating costs from the condensed consolidated financials.

Research and Development Costs. The research and development costs were incurred by the Company’s technology development segment. For the three and nine-months periods ended September 30, 2025, R&D expenses decreased compared to the same period in the prior year, due to the deconsolidation of eXoZymes.

Other Income and Expense. For the three and nine-month periods ended September 30, 2025, the decrease in other income compared to the same period in the prior year was the result of less interest generated on U.S. Treasury Bill interest from cash used on operating activities during the year. The increase in equity in loss of equity method investee was due to recording the net loss for eXoZymes as equity investee.

Broker Dealer and Intellectual Property Service Segment (Public Ventures and PatentVest) Results of Operations for the Three-Months Ended September 30, 2025 and 2024

	2025			2024			$ Change			% Change
Operating income:
Unrealized gain (loss) on investment securities, net (from our licensed broker dealer)	$	1,225,329		$	(718,491	)	$	1,943,820			270.5	%
Other operating income		25,563			104,246			(78,683	)		(75.5	)%
Total operating income (loss), net		1,250,892			(614,245	)		1,865,137			303.6	%

Operating costs:
General and administrative costs:
Compensation		690,689			854,973			(164,284	)		(19.2	)%
Operating expense, related party		354,829			405,771			(50,942	)		(12.6	)%
Professional fees		241,808			190,277			51,531			27.1	%
Information technology		248,792			195,304			53,488			27.4	%
Clearing and other charges		15,911			876			15,035			1,716.3	%
General and administrative-other		199,306			166,771			32,535			19.5	%
Total General and administrative costs		1,751,335			1,813,972			(62,637	)		(3.5	)%
Research and development costs		-			-			-			0.0	%
Total operating costs		1,751,335			1,813,972			(62,637	)		(3.5	)%
Net operating loss		(500,443	)		(2,428,217	)		1,927,774			(79.4	)%
Other income:
Interest expense		(247,500	)		(183,625	)		(63,875	)		(34.8	)%
Interest income		118,259			106,298			11,961			11.3	%
Loss before income taxes		(629,684	)		(2,505,544	)		1,875,860			74.9	%
Income taxes		-			-			-			0.0	%
Net loss	$	(629,684	)	$	(2,505,544	)	$	1,875,860			74.9	%

Broker Dealer and Intellectual Property Service Segment (Public Ventures and PatentVest) Results of Operations for the Nine-Months Ended September 30, 2025 and 2024

	2025			2024			$ Change			% Change
Operating income:
Unrealized loss on investment securities, net (from our licensed broker dealer)	$	(2,430,483	)	$	(566,215	)	$	(1,864,268	)		(329.3	)%
Fee income (from our licensed broker dealer)		2,140,238			1,303,398			836,840			64.2	%
Other operating income		468,815			276,633			192,182			69.5	%
Total operating income, net		178,570			1,013,816			(835,246	)		(82.4	)%

Operating costs:
General and administrative costs:
Compensation		2,206,461			2,354,897			(148,436	)		(6.3	)%
Operating expense, related party		1,114,658			923,292			191,366			20.7	%
Professional fees		755,945			489,910			266,035			54.3	%
Information technology		717,128			561,420			155,708			27.7	%
Clearing and other charges		339,699			229,338			110,361			48.1	%
General and administrative-other		555,310			592,090			(36,780	)		(6.2	)%
Total General and administrative costs		5,689,201			5,150,947			538,254			10.4	%
Research and development costs		-			-			-			0.0	%
Total operating costs		5,689,201			5,150,947			538,254			10.4	%
Net operating loss		(5,510,631	)		(4,137,131	)		(1,373,500	)		(33.2	)%
Other income:
Miscellaneous income		75,000			-			75,000			100.0	%
Interest expense		(742,500	)		(459,875	)		(282,625	)		(61.5	)%
Interest income		361,821			303,532			58,289			19.2	%
Loss before income taxes		(5,816,310	)		(4,293,474	)		(1,522,836	)		(35.5	)%
Income taxes		-			-			-			0.0	%
Net loss	$	(5,816,310	)	$	(4,293,474	)	$	(1,522,836	)		(35.5	)%

General and Administrative Costs. During the three and nine-month periods ended September 30, 2025 and 2024, respectively, several factors contributed to changes in various expense categories:

	●	Compensation Expense: For the three and nine-months ended September 30, 2025, the decrease compared from the prior period is from personnel departures.
	●	Related Party Operating Expenses: For the three-months ended September 30, 2025, the decrease compared from the prior period is from less use of contractors. For the nine-months ended September 30, 2025, the increase is primarily due to the outsourcing of support services related to the Company’s self-clearing operations within the broker-dealer, as well as services provided by the intellectual property segment.
	●	Professional Fees: The increase compared to the prior period was largely due to consulting activities and audit costs for the self-clearing operations.
	●	Information Technology Costs: Costs increased from the prior period, driven by higher expenses incurred for self-clearing operations.
	●	Clearing and Other Charges: The increase is in line with broker-dealer activity, as these costs generally correlate with fee-generating transactions, which compared to the prior period had no fee-generating transactions.
	●	Other General and Administrative Costs: For the three-months ended September 30, 2025, the increase was due to less travel related costs from the prior comparable periods. For the nine-months ended September 30, 2025, the decrease was due to less travel related costs in the first part of the year from the prior comparable periods.

Other Income. The decrease in other income for the three and nine-month periods ending September 30, 2025 can be attributed to bank interest income, stemming from a decrease in the cash balances.

Technology Development Segment (M1 and eXoZymes) Results of Operations for the Three-Months Ended September 30, 2025 and 2024

	2025		2024			$ Change			% Change
Total operating income	$	-	$	-		$	-			0.0	%

Operating costs:
General and administrative costs:
Compensation		-		546,097			(546,097	)		(100.0	)%
Professional fees		-		445,532			(445,532	)		(100.0	)%
Information technology		-		15,661			(15,661	)		(100.0	)%
General and administrative-other		-		56,941			(56,941	)		(100.0	)%
Total general and administrative costs		-		1,064,231			(1,064,231	)		(100.0	)%
Research and development costs, net of grants amounting to $0 and $489,798		-		723,487			(723,487	)		(100.0	)%
Total operating costs		-		1,787,718			(1,787,718	)		(100.0	)%
Net operating loss		-		(1,787,718	)		1,787,718			100.0	%
Other income:
Interest expense		-		(45,568	)		45,568			100.0	%
Interest income		-		921			(921	)		(100.0	)%
Loss before income taxes		-		(1,832,365	)		1,832,365			100.0	%
Income taxes		-		-			-			0.0	%
Net loss		-		(1,832,365	)		1,832,365			100.0	%
Less net loss attributable to non-controlling interests		-		(705,057	)		705,057			100.0	%
Net loss attributable to controlling interests	$	-	$	(1,127,308	)	$	1,127,308			100.0	%

Technology Development Segment (M1 and eXoZymes) Results of Operations for the Nine-Months Ended September 30, 2025 and 2024

	2025			2024			$ Change			% Change
Total operating income	$	-		$	-		$	-			0.0	%

Operating costs:
General and administrative costs:
Compensation		-			1,667,748			(1,667,748	)		(100.0	)%
Professional fees		50,954			991,998			(941,044	)		(94.9	)%
Information technology		-			29,267			(29,267	)		(100.0	)%
General and administrative-other		-			197,304			(197,304	)		(100.0	)%
Total general and administrative costs		50,954			2,886,317			(2,835,363	)		(98.2	)%
Research and development costs, net of grants amounting to $0 and $1,317,878		-			1,238,463			(1,238,463	)		(100.0	)%
Total operating costs		50,954			4,124,780			(4,073,826	)		(98.8	)%
Net operating loss		(50,954	)		(4,124,780	)		4,073,826			98.8	%
Other income:
Interest expense		-			(77,066	)		77,066			100.0	%
Interest income		-			2,637			(2,637	)		(100.0	)%
Loss before income taxes		(50,954	)		(4,199,209	)		4,148,255			98.8	%
Income taxes		-			2,143			(2,143	)		(100.0	)%
Net loss		(50,954	)		(4,201,352	)		4,150,398			97.8	%
Less net loss attributable to non-controlling interests		(16,397	)		(1,630,383	)		1,613,986			99.0	%
Net loss attributable to controlling interests	$	(34,557	)	$	(2,570,969	)	$	2,536,412			98.7	%

Operating Income. There was no activity during the three and nine-month periods ended September 30, 2025 and 2024.

General and Administrative Costs. During the three and nine-month periods ended September 30, 2025, and 2024, respectively, several factors contributed to changes in various expense categories:

	●	Compensation Expense: The decrease in compensation expense was attributable to the deconsolidation of eXoZymes.
	●	Professional Fees: The decrease in professional fees was attributable to the deconsolidation of eXoZymes, that was offset by legal fees for M1.
	●	Information Technology Costs: The decrease in information technology costs was attributable to the deconsolidation of eXoZymes.
	●	Other General and Administrative Costs: The decrease in general and administrative costs was attributable to the deconsolidation of eXoZymes.

Research and Development Costs. The research and development costs were incurred by the Company’s technology development segment. For the three and nine-month periods ended September 30, 2025, R&D expenses decreased compared to the same periods in the prior year, due to the deconsolidation of eXoZymes.

Condensed Consolidated Balance Sheets September 30, 2025 and December 31, 2024

	September 30, 2025 (unaudited)			December 31, 2024			$ Change			% Change
ASSETS
Cash and cash equivalents	$	15,094,286		$	20,437,492		$	(5,343,206	)		(26.1	)%
Cash segregated in compliance with regulations		837,632			843,741			(6,109	)		(0.7	)%
Related party receivables		283,411			63,759			219,652			344.5	%
Accounts receivable		188,095			24,700			163,395			661.5	%
Clearing deposits		1,015,052			1,737,771			(722,719	)		(41.6	)%
Prepaid expenses and other current assets		259,719			488,549			(228,830	)		(46.8	)%
Investment securities, at fair value (held by our licensed broker dealer)		4,415,003			5,858,336			(1,443,333	)		(24.6	)%
Equity method investment		38,735,148			41,763,568			(3,028,420	)		(7.3	)%
Deferred costs related to deferred revenue		12,788			26,638			(13,850	)		(52.0	)%
Property and equipment, net		99,202			90,491			8,711			9.6	%
Operating lease right-of-use assets, net		570,989			641,354			(70,365	)		(11.0	)%
Total assets	$	61,511,325		$	71,976,399		$	(10,465,074	)		(14.5	)%

LIABILITIES AND EQUITY
Accounts payable	$	329,141		$	323,926		$	5,215			1.6	%
Accrued expenses		59,088			72,188			(13,100	)		(18.1	)%
Payables to non-customers		-			41			(41	)		(100.0	)%
Payables to customers		834,720			772,565			62,155			8.0	%
Payables to related party		21,755			22,842			(1,087	)		(4.8	)%
Operating lease liabilities		635,421			711,503			(76,082	)		(10.7	)%
Total liabilities		1,880,125			1,903,065			(22,940	)		(1.2	)%
Equity:
Paid-in-capital		77,786,997			68,720,930			9,066,067			13.2	%
Accumulated (deficit) income		(18,049,729	)		1,442,075			(19,491,804	)		(1,351.6	)%
Total MDB Capital Holdings, LLC Members’ equity		59,737,268			70,163,005			(10,425,737	)		(14.9	)%
Non-controlling interest		(106,068	)		(89,671	)		(16,397	)		(18.3	)%
Total equity		59,631,200			70,073,334			(10,442,134	)		(14.9	)%
Total liabilities and equity	$	61,511,325		$	71,976,399		$	(10,465,074	)		(14.5	)%

Financial Condition: Overall, the reduction in assets was primarily attributed to their utilization for operational activities during the period. The decrease in cash segregated in compliance with regulations stemmed from customer deposits being moved into securities. The drop in investment securities at fair value was due to a decrease in the value of common stock and warrants over the period, offset by the receipt of warrants for investment banking activities. The decrease in prepaid expenses stemmed from usage of prepaid insurance over the period. The increase in accounts receivable is due to an increase in activity from legal and strategy fees. The increase in related party receivable is due to an increase in a loan to an equity method investment. The decrease in equity method investment is directly tied to the Company’s portion of the net loss. Finally, the reduction in property and equipment & right-of-use asset was due to its regular utilization.

Accounts payable, payables to customers, and related party payables remained stable compared to the previous period. The decrease in accrued expenses stemmed from payments through the normal course of business. Finally, the reduction in lease liability was due to its routine utilization.

The decrease in equity was primarily due from net losses from previous periods.

The increase in non-controlling interest resulted from the net loss experienced by M1.

Liquidity and Capital Resources – September 30, 2025 and 2024

The Company’s unaudited condensed consolidated statements of cash flows as discussed herein are presented below.

	Nine Months Ended September 30,
	2025			2024

Net cash used in operating activities	$	(5,323,638	)	$	(8,620,720	)
Net cash provided by (used in) investing activities		(25,677	)		20,045,260
Net cash used in financing activities		-			(518,065	)
Net increase (decrease) in cash and cash equivalents	$	(5,349,315	)	$	10,906,475

At September 30, 2025, the Company had $15,595,859 of working capital. This is a decrease of $3,957,180 from the working capital of $19,553,039 that the Company had at September 30, 2024. The decrease in working capital is primarily attributed to the use of cash to fund operations for the nine-months ended on September 30, 2025.

Operating Activities. For the nine months ending September 30, 2025, operating activities use of cash represented a combination of increased activity in the broker dealer, increased professional and consulting fees related to year end audits and issuance of the tax preparation fees related to the publicly traded partnership.

For the nine months ending on September 30, 2024, there was accretion of investments at amortized costs (U.S. Treasury Bills) and the acquisition of investment securities. However, this decrease in cash was partly offset by an increase in accounts payable, grants receivable for the technology segment. Furthermore, clearing deposits, payables to customers, and payables were non-customers all increased due to the implementation of self-clearing operations. There was a decrease in the accrued expenses due to bonuses being paid in Q1 of 2024.

Investing Activities. There was a small investment into self-clearing software that is being developed for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, investing activities consisted of the proceeds from the sale and the maturing of U.S. Treasury Bills and purchases of investment securities, which was offset by the reinvestment of the proceeds into new U.S. Treasury Bills and the transfer of cash for operating activities.

Financing Activities. There was no activity for the nine months ended September 30, 2025. For the nine months ended September 30, 2024, financing activities consisted of costs related to the deferred costs of the IPO of eXoZymes.

Recently Issued Accounting Pronouncements

See Note 2 in the unaudited condensed consolidated financial statements for the discussion on recently accounting pronouncements.

Critical Accounting Estimates

The preparation of financial statements in conformity with general accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We have identified certain accounting policies as being critical because they require us to make difficult, subjective, or complex judgments about matters that are uncertain. We believe that the judgment, estimates, and assumptions used in the preparation of our financial statements are appropriate given the factual circumstances at the time. However, actual results could differ, and the use of other assumptions or estimates could result in material differences in our results of operations or financial condition. Our critical accounting estimates are:

Revenue Recognition – Investment Banking and Warrants Valuation

The Company receives income from equity underwriting and similar fees. As an underwriter and placement agent, the Company helps clients raise capital via the sale of various types of equity and debt instruments. The fees are primarily based on the issuance price and quantity of the underlying instruments and are recognized as revenue typically upon execution of the client’s transaction. The Company generally does not incur costs to obtain contracts with customers that are eligible for deferral or receive fees prior to recognizing revenue related to investment banking transactions. If the Company did have any contract assets or liabilities related to these revenues it would be recorded on the balance sheets.

Revenue recognition may involve the bundling of investment banking services with other financial instruments. In such cases, we estimate the fair value of the services provided and allocate the revenue accordingly. This estimation process involves significant judgment and sensitivity to market conditions. Additionally, our investment banking activities may include the compensation for our services in warrants granted to us. The valuation of these warrants requires significant estimates, including the use of option pricing models like the Black-Scholes model. The key assumptions in this valuation process include the stock price on the date of valuation, the exercise price of the warrant, the term to expiry, risk-free interest rate, and the expected volatility of the underlying stock.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The fair value of U.S. Treasury Bills and public equity securities are based on quoted market prices and are classified as level 1 of the fair value hierarchy. The fair value of public equity securities that are not actively traded is based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data and are classified as level 2 of the fair value hierarchy. The fair value of warrants is based on a Black-Scholes model, which considers the stock price at the date of the valuation, the warrant strike price, the term to expiry, the risk-free rate of return, and the expected volatility of the underlying stock. The level in the fair value hierarchy for warrants depends primarily on whether the stock price is determinable from active trades, and whether the expected volatility of the underlying stock is observable and are either classified as level 2 or level 3. The fair value of non-public equity securities and simple agreements for future equity is based on the initial investment, less impairment, and they are classified as level 3 in the fair value hierarchy. For the significant unobservable inputs and assumptions used in level 3 fair value measurements, see Fair Value of Financial Instruments section of Note 2: Summary of Significant Accounting Policies.

Summary of Business Activities and Plans

On September 20, 2023, the Company completed an initial public offering (IPO), which consisted of the sale of 1,666,666 shares of Class A common shares at $12.00 per share, for gross proceeds of $19,999,992 that was used for the development of eXoZymes, identifying and developing new partner companies, and general corporate and working capital requirements.

On June 15, 2022, the Company completed a closing of a private placement, consisting of total gross proceeds of $25,289,660 from the sale of 2,528,966 shares of Class A common shares, which was used for the development of eXoZymes, identifying and developing new partner companies, and general corporate and working capital requirements.

External Risks Associated with the Company’s Business Activities

Inflation Risk. The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy.

Supply Chain Issues. The Company does not currently expect that supply chain issues will have a significant impact on its business activities.

Potential Recession. There are various indications that the United States economy may be entering a recessionary period. The effect of tariffs imposed by United States and other countries and changing global trade policies should not have a direct effect on the Company but are likely to influence the overall economy. Although unclear at this time an economic recession would likely impact the general business environment and the capital markets, which could, in turn, if there is a recession, such an event could affect the Company.

The Company is continuing to monitor these matters and will adjust its current business and financing plans as more information and guidance become available.

Technology. Our partner companies’ endeavors to create and bring new technologies to the market may never come to fruition or might not reach a level of development sufficient for commercial viability. Even if they do achieve a commercial level of development, the acceptance of these technologies within the marketplace is uncertain. There’s a possibility that the technologies they develop may not gain widespread or timely acceptance, leading to the necessity for further funding to support the partner companies, or potentially even prompting the difficult choice of discontinuing the business at a financial loss. Moreover, technologies from our partner companies that undergo regulatory scrutiny, testing, and approval may ultimately fail to receive the necessary approvals from relevant regulatory bodies.

Principal Commitments

Net Capital Requirement (Public Ventures)

Public Ventures, dba MDB Capital, is subject to the uniform net capital rule (SEC Rule 15c3-1) of the Securities and Exchange Commission (the “SEC”), which requires the maintenance of minimum net capital. At September 30, 2025 and 2024, Public Ventures had net capital of $7,778,582 and $11,765,823, respectively, which was $7,528,582 and $11,515,823 in excess of the minimum $250,000, as required by the Securities and Exchange Commission Rule 15c3-1.

Minimum net capital is based upon the greater of the statutory minimum net capital of $250,000 or 2% of customer debits, which was calculated as $0 at September 30, 2025.

To comply with DTC membership requirements, the broker-dealer subsidiary has committed to maintain at least $5,000,000 of net capital in excess of the $250,000 minimum.

The requirement to comply with the Uniform Net Capital Rule 15c3-1 may limit Public Ventures’ ability to issue dividends to its parent company.

Indemnification Provisions

Public Ventures has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the accounts of customers. Should a customer not fulfill its obligation on a transaction, Public Ventures may be required to buy or sell securities at prevailing market prices in the future on behalf of its customer. The indemnification obligations of Public Ventures to its clearing broker have no maximum amount. All unsettled trades at September 30, 2025 and 2024 have subsequently settled with no resulting material liability to Public Ventures. For the three and nine-months ended September 30, 2025 and 2024 Public Ventures, had no material loss due to counterparty failure and had no obligations outstanding under the indemnification arrangement as of September 30, 2025 and 2024.

Trends, Events and Uncertainties

Other than as discussed above, we are not currently aware of any trends, events or uncertainties that are likely to have a material effect on our financial condition in the near term, although it is possible that new trends or events may develop in the future that could have a material effect on our financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, and as a result of the material weaknesses in internal control over financial reporting described below, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, the disclosure controls and procedures were not effective at the reasonable assurance level. In light of this fact, the Company has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in the internal control over financial reporting, the financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, the financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Ongoing Remediation of Previously Identified Material Weakness

The Company is implementing measures designed to ensure that control deficiencies contributing to the previously disclosed material weakness are remediated, such that these controls are designed, implemented, and operating effectively. These remediation actions are ongoing, and they include our expansion of our controls or control designs based on updated enhanced risk assessments. We have redesigned the financial reporting process, to remediate the previously identified material weakness. We expect these changes to materially improve our internal controls.

The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

Other than the material weakness remediation efforts underway, there were no changes in the internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the nine months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believes that disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that the disclosure controls and procedures or the internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened litigation that would have a material adverse effect on our business, operating results, cash flows, or financial condition should such litigation be resolved unfavorably. We believe that from time to time we will have commercial disputes arising in the ordinary course of our business.

Item 1A. Risk Factors

In addition to the information set forth in this Form 10-Q, you should also carefully review and consider the risk factors contained in our other registration statements, reports and periodic filings with the SEC that could materially and adversely affect our business, financial condition, and results of operations. The risk factors we have identified and discussed, however, do not identify all risks that we face because our business operations could also be affected by additional factors that are not known to us or that we currently consider to be immaterial to our operations.

Changes to United States tariff and import/export regulations may have an adverse effect on our business, financial condition and results of operations.

The United States has enacted and continues to enact significant new tariffs, and President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy. There has been and are ongoing discussions and commentaries regarding potential significant changes to U.S. trade policies, treaties and tariffs. There exists significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global and domestic economic conditions, whether or not there will be a recession, and the stability of global and domestic financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. As a primary part of our business is focused on financial services, that segment of our business and the value of our financial assets may be adversely impacted. These actions and policies may also adversely affect the ability of our subsidiaries to carry on their respective businesses. Although it is not yet possible to assess their impact, any of these factors could depress economic activity and restrict access to suppliers or customers and have a material adverse effect on our overall business, financial condition and results of operations.

Government Action on tariffs and research grants and other funding may impede our ability to conduct our research and to raise capital by and for our partner companies and other clients.

Early 2025 federal government actions to impose tariffs, to change trade policies, to change immigration policies, and to limit research grants and other forms of federal government funding, including direct government grants and the funding of universities and research enterprises, that may cause disruption to our consolidated business activities based on their direct and indirect effect on our partner companies and our other clients. Many of these government actions have been only recently implemented, others are being threatened and many will be ongoing. Therefore the full impact has yet to be realized by the Company and its partner companies and clients. Nonetheless, (i) tariffs are likely to increase the cost of doing business in the general economy and to make it more difficult to obtain items where imported equipment is required by our own activities and the activities of our partner companies and clients, (ii) ending or reducing research funding is likely to make it more difficult to find collaborative research partners to work with us and our partner companies as government funding is an indirect support for research and product development activities, and (iii) the curtailment of direct funding will have an immediate adverse impact on our partner companies and clients and their ability to continue their development work. We also believe that as these policies are implemented, it will make raising capital from private investors far more difficult, as they will want to know if the Company will be able to use the proceeds effectively and will be of sufficient amount.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The documents listed in the Exhibit Index of this Form 10-Q are incorporated by reference or are filed with this Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	MDB CAPITAL HOLDINGS, LLC
	(the “Registrant”)

Dated: November 13, 2025	By:	/s/ Christopher A. Marlett
		Christopher A. Marlett
		Chief Executive Officer
		(Principal Executive Officer)

Dated: November 13, 2025	By:	/s/ Jeremy W. James
		Jeremy W. James
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit
Number		Description of Exhibit

31.1 *		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 *		Certification of Principal Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial and Accounting, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Schema

101.CAL*		Inline XBRL Taxonomy Calculation Linkbase

101.DEF*		Inline XBRL Taxonomy Definition Linkbase

101.LAB*		Inline XBRL Taxonomy Label Linkbase

101.PRE*		Inline XBRL Taxonomy Presentation Linkbase

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.

MDB Capital Holdings, LLC 10-Q