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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Dominari Holdings Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
008875304 (CUSIP Number) |
Robert Charron Ellenoff Grossman & Schole LLP, 1345 6th Avenue New York, NY, 10105 212-393-4540 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 008875304 |
| 1 |
Name of reporting person
Anthony Hayes | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
803,071.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Of the 803,071 shares reported as beneficially owned with sole voting and dispositive power, 116,248 shares reported are indirectly owned by the Reporting Person's Rollover IRA, and 686,823 shares are owned directly by the Reporting Person. The Reporting Person exercises control over the Rollover IRA, and as such, has voting and investment power over the shares held by the Rollover IRA.
(2) Row (13) is calculated based on 7,037,022 shares of Common Stock of the Issuer outstanding, which includes 6,336,286 shares of Common Stock outstanding as of November 7, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and the 309,118 shares of Common Stock issued to Mr. Hayes, 309,118 shares of Common Stock issued to Mr. Wool and 82,500 shares of Common Stock issued to certain of the Issuer's employees on December 31, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Dominari Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
725 FIFTH AVENUE, 22ND FLOOR, NEW YORK,
NEW YORK
, 10022. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") is filed to amend the Schedule 13D filed by the Reporting Person with the U.S. Securities and Exchange Commission on December 28, 2023 (the "Initial Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on June 13, 2024 ("Amendment No. 1" and together with the Initial Schedule 13D, the "Schedule 13D"). This Amendment No. 2 supplements and amends the Schedule 13D as specifically set forth herein. Except as amended and supplemented by this Amendment No. 2, the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by Anthony Hayes (the "Reporting Person"). The Reporting Person is the Chief Executive Officer and the Chairman of the board of directors (the "Board") of the Issuer. | |
| (b) | The address of the principal office of the Reporting Person is c/o Dominari Holdings Inc., 725 5th Avenue, 22nd Floor, New York 10022. | |
| (c) | The Reporting Person is a stockholder, Chairman of the Board and the Chief Executive Officer of the Issuer. | |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the past five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented with the following:
On December 31, 2024, the Reporting Person was granted 309,118 shares of Common Stock of the Issuer by the Compensation Committee of the Issuer's Board.
On June 11, 2024, the Reporting Person was granted 154,559 shares of Common Stock of the Issuer by the Compensation Committee of the Issuer's Board.
On May 29, 2024, the Reporting Person acquired 1,158 shares of Common Stock of the Issuer at a purchase price of $2.25 per share with personal funds in open market purchases for his personal account. On May 30, 2024, the Reporting Person acquired 3,482 shares of Common Stock of the Issuer at a purchase price of $ 2.40 per share with personal funds in open market purchases for his personal account.
On April 4, 2024, the Reporting Person acquired 3,994 shares of Common Stock of the Issuer at a purchase price of $2.6215 per share with personal funds in open market purchases for his Rollover IRA. On April 5, 2024, the Reporting Person acquired 13,500 shares of Common Stock of the Issuer at a purchase price of $ 2.8758 per share with personal funds in open market purchases for his Rollover IRA.
The remaining shares of Common Stock of the Issuer held by the Reporting Person were acquired with the Reporting Person's personal funds in open market purchases, or granted to the Reporting Person from the Issuer pursuant to the Issuer's equity incentive plans and grants to directors.
Each acquisition of Common Stock by the Reporting Person is described in Reports of the Issuer on Forms 8-K, 10-Q or 10-K, as applicable, and the Reporting Person's filings pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following:
The Reporting Person acquired beneficial ownership of the Common Stock for investment purposes. The Reporting Person may acquire additional shares of Common Stock or other securities of the Issuer or sell or otherwise dispose of any or all of the Common Stock or other securities of the Company that the Reporting Person beneficially owns.
The Reporting Person serves as Chief Executive Officer and Chairman of the Board of the Issuer. In such capacities, the Reporting Person may engage in communications with the Board, members of management, other shareholders, financial and legal advisers and other parties regarding the Issuer, including but not limited to the Issuer's operations, governance and control. In addition, in these capacities, the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Person may be deemed to have beneficial ownership, sole voting power and sole dispositive power with regard to 803,071 shares of Common Stock, which represents approximately 11.41% of the shares of Common Stock outstanding. This amount includes 116,248 shares that are held indirectly by the Reporting Person's Rollover IRA, and 686,823 shares that are owned directly by the Reporting Person. | |
| (b) | The foregoing beneficial ownership percentage is Calculated based on 7,037,022 shares of Common Stock of the Issuer outstanding, which includes 6,336,286 shares of Common Stock outstanding as of November 7, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and the 309,118 shares of Common Stock issued to Mr. Hayes, 309,118 shares of Common Stock issued to Mr. Wool and 82,500 shares of Common Stock issued to certain of the Issuer's employees on December 31, 2024. | |
| (c) | None. | |
| (d) | None. | |
| (e) | As of the December 31, 2024, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
In his capacity as Chief Executive Officer and Chairman of the Board of the Issuer, the Reporting Person may be entitled to receive cash compensation and equity compensation, including share options or other equity awards, pursuant to the Issuer's 2022 Incentive Compensation Plan. Such compensation is based on the Issuer meeting or exceeding certain annual revenue amounts during specified calendar years. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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