UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~June~~December 2, 2025

MDB CAPITAL HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

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

14135 Midway Road, Suite G-150

Addison, TX 75001

(Address of principal executive offices and zip code)

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

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

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

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

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

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

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

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

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

Emerging growth company ☒

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

Item 5.0207 — ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders

~~(b)~~The ~~On May 28,~~ 2025, ~~Matthew~~Annual ~~Hayden~~Meeting ~~notified~~of Stockholders (the ~~Board~~“Annual ofMeeting”) ~~Directors~~ of MDB Capital Holdings, LLC (the “Company”) ofwas ~~his intention~~held toon ~~resign~~December ~~as a director of the Company~~2, ~~effective as of June 30,~~ 2025. ~~His~~At ~~resignation~~the ~~includes~~Annual ~~being~~Meeting, ~~a member of~~ the ~~Audit~~Company’s ~~Committee.~~shareholders:

Mr. Hayden’s resignation was not the result of any disagreement with the Company, its management, or the Board of Directors on any matter relating to the Company’s operations, policies, or practices. Mr. Hayden was provided a copy of this Current Report and the opportunity to comment on the disclosure about his resignation.

	●	Elected seven nominees to serve as directors until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified; and

	●	Ratified the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2025.

~~Item~~There ~~9.01~~were —outstanding, ~~Financial~~as ~~Statements~~of the close of business on October 14, 2025, the record date for the Annual Meeting, 5,168,632 shares of Class A Common Stock of the Company, each entitled to one vote per share, and ~~Exhibits~~5,000,000 shares of Class B Common Stock of the Company, each entitled to five votes per share. There were 30,168,632 votes entitled to vote at the Annual Meeting represented by these shares. There were present at the Annual Meeting, either in person or represented by proxy, 25,614,743 votes, representing 84.90% of the shares entitled to vote at the Annual Meeting.

~~(d)~~On ~~Exhibits~~each of Proposals 1 and 2, there were there were no broker non-votes.

Exhibit 99.1	Press Release of MDB Capital Holdings, LLC, issued June 2, 2025.
Exhibit 104	Cover Page Interactive Date File (embedded within the Inline XBRL document).

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

Proposal 1	Shares For		Shares Withheld
Christopher Marlett		25,541,022		73,721
Anthony DiGiandomenico		25,537,456		77,287
George Brandon		25,536,373		78,370
Mo Hayat		25,536,456		78,287
Susanne Meline		25,537,445		77,298
Sean Magennis		25,535,991		78,752
Daniel Torpey		25,536,205		78,538

Proposal 2

Shares For

Shares Against

Shares

Abstaining

Ratification of the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2025.

25,538,321

28,500

2,922

SIGNATURES

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

Date: June 2, 2025	MDB CAPITAL HOLDINGS, LLC
Date: December 4, 2025	MDB CAPITAL HOLDINGS, LLC
	By	/s/ Jeremy W. James
		Jeremy W. James
		Chief Financial Officer

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