Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-41751 | |||
Entity Registrant Name | MDB CAPITAL HOLDINGS, LLC | |||
Entity Central Index Key | 0001934642 | |||
Entity Tax Identification Number | 87-4366624 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Address, Address Line One | 14135 Midway Road | |||
Entity Address, Address Line Two | Suite G-150 | |||
Entity Address, City or Town | Addison | |||
Entity Address, State or Province | TX | |||
Entity Address, Postal Zip Code | 75001 | |||
City Area Code | (945) | |||
Local Phone Number | 262-9012 | |||
Title of 12(b) Security | Class A Common Shares, representing Limited Liability Interests | |||
Trading Symbol | MDBH | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | Yes | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | true | |||
Entity Shell Company | false | |||
Entity Public Float | $ 0 | |||
Documents Incorporated by Reference [Text Block] | None | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | true | |||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | |||
Auditor Name | RBSM, LLP | BDO USA, LLP | ||
Auditor Location | New York, NY | Dallas, TX | ||
Auditor Firm ID | 587 | 243 | ||
Common Class A [Member] | ||||
Entity Common Stock, Shares Outstanding | 4,295,632 | |||
Common Class B [Member] | ||||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 6,109,806 | $ 4,952,624 |
Cash segregated in compliance with regulations | 1,247,881 | |
Grants receivable, includes unbilled receivables of $695,598 and $783,520 | 882,319 | 809,532 |
Clearing deposits | 260,000 | |
Prepaid expenses and other current assets | 523,788 | 309,818 |
Investment securities, at amortized cost (U.S. Treasury Bills) | 24,658,611 | 16,188,920 |
Investment securities, at fair value (held by our licensed broker dealer) (Notes 1 and 2) | 5,771,634 | 832,577 |
Investment securities, at cost less impairment (held by our licensed broker dealer) | 50,000 | |
Investment securities, at cost less impairment | 200,000 | 200,000 |
Deferred offering cost | 69,303 | 323,224 |
Deferred costs related to deferred revenue | 75,328 | |
Property and equipment, net | 866,490 | 624,644 |
Operating lease right-of-use asset, net | 2,320,119 | 1,409,732 |
Total assets | 42,985,279 | 25,701,071 |
LIABILITIES AND EQUITY | ||
Accounts payable | 578,214 | 698,782 |
Accrued expenses | 1,105,078 | 254,745 |
Payables to non-customers | 1,405,293 | |
Deferred grant reimbursement | 140,703 | 214,998 |
Deferred revenue | 20,000 | |
Operating lease liability | 2,415,889 | 1,423,538 |
Total liabilities | 5,665,177 | 2,592,063 |
Commitments and Contingencies (Note 8) | ||
Equity: | ||
Preferred shares, 10,000,000 authorized shares at no par value; 0 issued and outstanding | ||
Paid-in-capital | 49,405,779 | 27,764,453 |
Accumulated deficit | (12,092,927) | (5,124,110) |
Total MDB Capital Holdings, LLC equity | 37,312,852 | 22,640,343 |
Non-controlling interest | 7,250 | 468,665 |
Total equity | 37,320,102 | 23,109,008 |
Total liabilities and equity | 42,985,279 | 25,701,071 |
Common Class A [Member] | ||
Equity: | ||
Common stock, value | ||
Common Class B [Member] | ||
Equity: | ||
Common stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Unbilled receivables | $ 695,598 | $ 783,520 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares, issued | 4,295,632 | 2,628,966 |
Common stock, shares outstanding | 4,295,632 | 2,628,966 |
Common Class B [Member] | ||
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares, issued | 5,000,000 | |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating income: | ||||
Unrealized gain/(loss) on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | $ 1,503,649 | $ 15,433 | ||
Realized (loss)/gain on investment securities, net (from our licensed broker dealer) | 8 | (7) | ||
Fee income (from our licensed broker dealer) | 4,233,120 | 1,115,001 | ||
Impairment of investment securities | (50,000) | |||
Other operating income | 308,250 | 88,539 | ||
Total operating income, net | 5,995,027 | 1,218,966 | ||
General and administrative costs: | ||||
Compensation | 8,627,022 | 2,822,693 | ||
Operating expense, related party | 1,123,401 | 1,107,313 | ||
Professional fees | 1,695,017 | 1,653,760 | ||
Information technology | 602,393 | 348,621 | ||
Clearing and other charges | 389,963 | 16,112 | ||
General and administrative-other | 1,532,197 | 1,024,697 | ||
Total general and administrative costs | 13,969,993 | 6,973,196 | ||
Research and development costs, net of grants amounting to $2,954,208 and $2,312,857 | 528,178 | 348,085 | ||
Total operating costs | 14,498,171 | 7,321,281 | ||
Net operating loss | (8,503,144) | (6,102,315) | ||
Other income and expenses: | ||||
Interest income | 919,345 | 227,249 | ||
Net loss before income taxes | (7,583,799) | (5,875,066) | ||
Income taxes | 127,918 | |||
Net loss | $ (209,182) | $ (5,665,884) | (7,711,717) | (5,875,066) |
Less net loss attributable to non-controlling interests | (742,900) | (561,013) | ||
Net loss attributable to MDB Capital Holdings, LLC | $ (6,968,817) | $ (5,314,053) | ||
Common Class A [Member] | ||||
Loss per share attributable to MDB Capital Holdings, LLC: | ||||
Net loss per common share - basic | $ (1.04) | $ (1.20) | ||
Net loss per common share - diluted | $ (1.04) | $ (1.20) | ||
Weighted average of common shares outstanding - basic | 3,099,285 | 1,522,923 | ||
Weighted average of common shares outstanding - diluted | 3,099,285 | 1,522,923 | ||
Common Class B [Member] | ||||
Loss per share attributable to MDB Capital Holdings, LLC: | ||||
Net loss per common share - basic | $ (0.75) | $ (0.70) | ||
Net loss per common share - diluted | $ (0.75) | $ (0.70) | ||
Weighted average of common shares outstanding - basic | 5,000,000 | 5,000,000 | ||
Weighted average of common shares outstanding - diluted | 5,000,000 | 5,000,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Research and development, Grants | $ 2,954,208 | $ 2,312,857 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Members Equity [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2021 | $ 6,239,168 | $ 522,169 | $ 6,761,337 | ||||
Balance, shares at Dec. 31, 2021 | |||||||
Distribution of Invizyne and PatentVest to members’ | (661,799) | (661,799) | |||||
Net loss | (189,943) | (19,239) | (209,182) | ||||
Balance at Jan. 16, 2022 | 5,387,426 | 502,930 | 5,890,356 | ||||
Balance, shares at Jan. 16, 2022 | |||||||
Balance at Dec. 31, 2021 | 6,239,168 | 522,169 | 6,761,337 | ||||
Balance, shares at Dec. 31, 2021 | |||||||
Net loss | (5,875,066) | ||||||
Balance at Dec. 31, 2022 | 27,764,453 | (5,124,110) | 468,665 | 23,109,008 | |||
Balance, shares at Dec. 31, 2022 | 2,628,966 | 5,000,000 | |||||
Balance at Jan. 16, 2022 | 5,387,426 | 502,930 | 5,890,356 | ||||
Balance, shares at Jan. 16, 2022 | |||||||
Elimination of members’ equity and non-controlling interest upon reorganization (Note 1) | (5,387,426) | (502,930) | (5,890,356) | ||||
Members contribution of net assets of Public Ventures, Invizyne and PatentVest and establishment of non-controlling interest | 6,049,225 | 502,930 | 6,552,155 | ||||
Members contribution of net assets of Public Ventures, Invizyne and PatentVest and establishment of non-controlling interest, shares | 5,000,000 | ||||||
Issuance of Class A Common Shares, net costs of private placement | 24,946,142 | 24,946,142 | |||||
Issuance of Class A Common Shares, net costs of private placement, shares | 2,628,966 | ||||||
Distribution to members (made by our licensed broker dealer) (Notes 1 and 2) | (2,723,700) | (2,723,700) | |||||
Acquisition of non-controlling interest in PatentVest | (325,000) | (325,000) | |||||
Ownership change of non-controlling interest | (289,154) | 289,154 | |||||
Issuance of warrants to purchase Class A Common Shares | 106,940 | 106,940 | |||||
Stock-based compensation | 218,355 | 218,355 | |||||
Net loss | (5,124,110) | (541,774) | (5,665,884) | ||||
Balance at Dec. 31, 2022 | 27,764,453 | (5,124,110) | 468,665 | 23,109,008 | |||
Balance, shares at Dec. 31, 2022 | 2,628,966 | 5,000,000 | |||||
Issuance of Class A Common Shares, net costs of initial public offering | 17,444,659 | 17,444,659 | |||||
Issuance of Class A Common Shares, net costs of initial public offering, shares | 1,666,666 | ||||||
Issuance of warrants to purchase Class A Common Shares | 65,411 | 65,411 | |||||
Stock-based compensation | 4,131,256 | 281,485 | 4,412,741 | ||||
Net loss | (6,968,817) | (742,900) | (7,711,717) | ||||
Balance at Dec. 31, 2023 | $ 49,405,779 | $ (12,092,927) | $ 7,250 | $ 37,320,102 | |||
Balance, shares at Dec. 31, 2023 | 4,295,632 | 5,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,711,717) | $ (5,875,066) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized (gain) on investment securities, net | (1,503,649) | (15,433) |
Accretion of investments at amortized cost (U.S Treasury Bills) | (710,584) | |
Realized loss (gain) on investment securities, net (from our licensed broker dealer) | (8) | 7 |
Stock-based compensation | 4,412,741 | 218,355 |
Depreciation of property and equipment | 196,938 | 147,750 |
Non-cash lease expense | 81,964 | 13,806 |
Deferred costs related to revenue | (75,328) | |
Accretion of deferred grant reimbursement | (38,880) | |
Purchases of investment securities, at fair value (made by our licensed broker dealer) | (1,587,500) | (854,108) |
Purchases of investment securities, at cost less impairment | (200,000) | |
Proceeds from sales of investment securities (from our licensed broker dealer) | 632,851 | |
Warrants issued as part of an investment banking deal | 165,087 | |
Income recognized from warrants received | (2,645,620) | |
Impairment of investment securities | 50,000 | |
Deferred revenue | 20,000 | |
(Increase) in - | ||
Grants receivable | (72,787) | (341,179) |
Prepaid expenses and other current assets | (473,970) | (67,130) |
Increase (decrease) in - | ||
Accounts payable | (120,786) | 122,290 |
Accrued expenses | 850,333 | 224,995 |
Payables to non-customers | 1,405,293 | |
Deferred grant reimbursement | (35,415) | 53,893 |
Net cash used in operating activities | (7,161,037) | (6,571,820) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of investment securities, at amortized cost (U.S. Treasury Bills) | (32,455,756) | (27,073,172) |
Proceeds from payments and maturities of investment securities, at amortized cost (U.S. Treasury Bills) | 24,696,649 | 10,884,252 |
Purchases of property and equipment | (438,784) | (193,252) |
Net cash used in investing activities | (8,197,891) | (16,382,172) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from private placement | 25,289,660 | |
Proceeds from initial public offering | 19,999,992 | |
Costs of private placement | (436,578) | |
Costs of initial public offering | (2,166,698) | |
Deferred costs of initial public offering | (69,303) | (323,224) |
Distribution to members (made by our licensed broker dealer) | (2,723,700) | |
Acquisition of non-controlling interest in PatentVest | (125,000) | |
Net cash provided by financing activities | 17,763,991 | 21,681,158 |
NET DECREASE (INCREASE) IN CASH AND CASH EQUIVALENTS | 2,405,063 | (1,272,834) |
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | 4,952,624 | 6,225,458 |
CASH AND CASH EQUIVALENTS - END OF YEAR | 7,357,687 | 4,952,624 |
Supplemental disclosures of cash flow information: | ||
Interest | 9 | |
Income taxes | 127,918 | |
Non-cash investing and financing activities: | ||
Ownership change of non-controlling interest | 502,930 | |
Record right-of-use asset and operating lease liability | 698,249 | 813,003 |
Modification of lease - right-of-use asset and lease liability | 317,531 | |
Warrants received as part of an investment banking deal | 2,480,533 | |
Relinquishment of deferred costs of initial public offering from prior year | 323,224 | |
Sales of warrants | 27,757 | |
Partner contribution of members equity into MDB Capital Holdings, LLC | 6,049,225 | |
Issuance of Class A Common Shares in exchange for non-controlling interest in PatentVest | 200,000 | |
Investment securities, at cost less impairment, received in lieu of cash payment | 100,000 | |
Issuance of warrants to purchase Class A stock related to the initial public offering closed on September 20, 2023 | 65,411 | |
Issuance of warrants to purchase Class A Common Shares related to the private placement offering on June 15, 2022 | $ 106,940 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows, Supplemental Disclosures - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Cash Flows [Abstract] | |||
Cash and cash equivalents | $ 6,109,806 | $ 4,952,624 | |
Cash segregated in compliance with regulations | 1,247,881 | ||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ 7,357,687 | $ 4,952,624 | $ 6,225,458 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (6,968,817) | $ (5,314,053) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | 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 (“Public Ventures”); and PatentVest, Inc. (“PatentVest”), and has a majority-owned partner company, Invizyne Technologies, Inc. (“Invizyne”). 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, 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. Invizyne was formed with the objective of taking nature’s building blocks to make molecules of interest, effectively simplifying nature. Invizyne is a biology technology development company that is a majority-owned subsidiary. Invizyne’s technology is a differentiated and unique synthetic biology platform which is designed to enable the scalable exploration of a large number of molecules and properties found in nature. Prior to January 14, 2022, Public Ventures owned majority interests in PatentVest and Invizyne. On January 14, 2022, Public Ventures distributed 100 5,000,000 The reorganization was completed between entities that were under common control, and the assets contributed and liabilities assumed are recorded based on their historical carrying values. These financial statements retroactively reflect the financial statements of the Company and Public Ventures on a consolidated basis for the periods presented. On January 16, 2022, the Company issued 100,000 On June 8, 2022, MDB completed the first closing of a private placement, consisting of the sale of 2,517,966 10.00 25,179,660 11,000 110,000 25,289,660 2,528,966 24,746,142 543,518 18,477 10 13.00 0.001 8,277 106,940 On July 1, 2022, the Company made a cash distribution of $ 2,723,700 On September 20, 2023, MDB completed an initial public offering (IPO), consisting of the sale of 1,666,666 12.00 19,999,992 19,999,992 1,666,666 17,444,659 2,555,333 16,667 5 15.00 0.001 65,411 12.00 15.00 2.4452 5 4.79 59.99 0 On February 1, 2024 the board of directors for Invizyne approved a stock dividend at the rate of 1.0775673 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of wholly-owned and majority owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests at December 31, 2023 and 2022 relate to the interests of third parties in the partially owned subsidiaries. The managing members of the Company have a controlling interest in PatentVest, S.A., a company organized and based in Nicaragua (which was renamed MDB Capital, S.A in 2022). As the Company itself does not have a controlling financial interest in this entity, management has determined PatentVest, S.A. is not a variable interest entity and should not be consolidated as it has no ownership interests, so has excluded this entity from the Company’s consolidated 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 We account for income taxes using the asset and liability method, under which we would recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. We measure current and deferred tax assets and liabilities based on provisions of enacted tax law. We evaluate the realization of our deferred tax assets based on all available evidence and establish a valuation allowance to reduce deferred tax assets when it is more likely than not that they will not be realized. 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 at 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 utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. 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, accruals for potential liabilities, valuing equity instruments issued for services, the estimate of the fair value of the lease liability and related right of use assets, 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act) 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. There were $ 598,714 0 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 $ 250,000 500,000 5,511,092 598,714 3,943,000 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 years ended December 31, 2023 and 2022. The Company’s membership agreement with the DTC requires that we maintain a line of credit with our settlement bank in the amount $ 2,000,000 2,000,000 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 December 31, 2023, the Company had $ 1,247,881 of segregated cash consisting of funds held in reserve for non-customers. Clearing Deposits The Company is obligated to maintain security deposits with the DTC and NSCC. At December 31, 2023, these deposits totaled $ 260,000 Prepaid and Other Expenses The Company has prepaid and other expenses totaling $ 523,788 43,500 95,000 47,380 325,777 12,131 309,818 43,500 34,103 64,395 61,994 47,932 57,894 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 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 consolidated balance sheet as of December 31, 2023 and 2022. The Company has elected not to present short-term leases on the 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 used the Company’s 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 primarily consists of restricted stock units with service or market/performance 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 attribution method over the requisite service period. The Company’s subsidiary issued stock-options and the fair value is determined utilizing Black-Scholes options-pricing model. The Company accounts for forfeitures as they occur, rather than applying an estimated forfeiture rate. For performance-based restricted stock units, the compensation cost is recognized based on the number of units expected to vest upon the achievement of the performance 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 investment securities, at amortized cost, investment securities, at fair value, or investment securities, at cost less impairment. Investment securities, at amortized cost Investment securities, at fair value Investment securities, at cost less impairment Investment securities are as follows: Schedule of Investment Securities December 31, December 31, Investment securities, at amortized cost: U.S Treasury Bills $ 24,658,611 $ 16,188,920 Investment securities, at amortized cost $ 24,658,611 $ 16,188,920 Broker/Dealer Securities Schedule of Investment Securities Broker Dealer December 31, December 31, Investment securities, at fair value: Common stock of publicly traded companies $ 2,603,579 $ 787,137 Warrants of publicly traded companies 3,168,055 45,440 Investment securities, at fair value $ 5,771,634 $ 832,577 Investment securities, at cost less impairment Preferred stock of private company (not market listed) $ - $ 50,000 Investment securities, at cost less impairment $ - $ 50,000 Non-Broker/Dealer Securities Schedule of Investment Securities Non Broker Dealer December 31, December 31, Investment securities, at cost less impairment Simple agreement on future equities (not market listed) $ 200,000 $ 200,000 Investment securities, at cost less impairment $ 200,000 $ 200,000 For investment securities at fair value held at the end of each year, net unrealized gain of $ 1,503,649 15,433 The amortized cost, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2023 are as follows: Schedule of Amortized Cost, Unrealized Holding Loss and Fair Value of Held to Maturity Securities Amortized Gross Gross Fair Value (Level 1) as of U.S Treasury Bills maturing 02/13/24, 04/04/24, 04/18/24 and 04/23/24 $ 24,658,611 $ 6,031 $ - $ 24,664,642 Total assets $ 24,658,611 $ 6,031 $ - $ 24,664,642 The amortized cost, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 are as follows: Amortized Gross Gross Fair Value (Level 1) as of U.S Treasury Bills maturing 05/11/23 and 10/05/23 $ 16,188,920 $ - $ (51,645 ) $ 16,137,275 Total assets $ 16,188,920 $ - $ (51,645 ) $ 16,137,275 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 invested in 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, and securities sold, not yet purchased. As of the statement of financial condition date, investment securities, and securities sold and not yet purchased 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. 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, at fair value and securities sold, not yet purchased: These securities are valued based on quoted prices from the exchange or other trading platform. To the extent these securities are actively traded, valuation adjustments are not applied, and they are categorized in level 1 of the fair value hierarchy. A description of the valuation techniques applied to the Company’s other financial assets and liabilities is as follows: 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. 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 an impairment is 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 Company fully impaired a SAFE that was previously valued at $ 100,000 50,000 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, 2023, except for the Level 3 investment that is recorded at cost: Schedule of Fair Value of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis Assets Classification Level 1 Level 2 Level 3 Total Investment Securities (held by our licensed broker dealer) Equity securities - common stock $ 2,603,579 $ - $ - $ 2,603,579 Investment Securities (held by our licensed broker dealer) Warrants - 34,597 3,133,458 3,168,055 Total assets measured at fair value (held by our licensed broker dealer) $ 2,603,579 $ 34,597 $ 3,133,458 $ 5,771,634 During the year ended December 31, 2023, 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: Schedule of Reconciliation of Fair Value Measurements Within Level 3 of Fair Value Hierarchy December 31, 2022 $ - Beginning Balance $ - Receipt from investment banking fees 2,645,620 Realized gains - Unrealized gains 652,925 Sales or distribution (165,087 ) Purchases - December 31, 2023 $ 3,133,458 Ending Balance $ 3,133,458 The following table present information about significant unobservable inputs related to material components of Level 3 warrants as of December 31, 2023. Schedule of Significant Unobservable Inputs Related to Material Components of Level 3 Warrants Assets Fair Value Valuation Significant Ranges of Weighted-Average Warrants $ 3,133,458 Black Scholes Volatility 128.85 % 128.85 % 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, 2022, except for the Level 3 investment that is recorded at cost: Assets Classification Level 1 Level 2 Level 3 Total Investment Securities (held by our licensed broker dealer) Equity securities - common stock $ 787,137 $ - $ - $ 787,137 Investment Securities (held by our licensed broker dealer) Warrants - 45,440 - 45,440 Total assets measured at fair value (held by our licensed broker dealer) $ 787,137 $ 45,440 $ - $ 832,577 During the year ended December 31, 2022, the Company did not have any transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy. Secured Debt–- Revolving Credit Facility The Company entered into a revolving credit facility with a bank, (the “Lender”) on July 26, 2023 for a commitment of up to $ 2,000,000 July 26, 2024 2.25 7.75 5,000 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 December 31, 2023, there is $ 2,020,189 The Company is responsible for the payment of all 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 December 31, 2023, there is no 0 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 statement of operations when realized. Depreciation is provided using the straight-line method over the following estimated useful lives: Schedule of Estimated Useful Lives of Property and Equipment Laboratory equipment 5 Developed software 5 Furniture and fixtures 7 Leasehold improvements Lesser of the lease duration or the life of the improvements Property and equipment consist of the following as of December 31, 2023 and 2022, respectively: Schedule of Property And Equipment December 31, 2023 December 31, 2022 Laboratory equipment $ 885,696 $ 803,030 Furniture and fixtures 49,838 10,270 Developed software 113,114 - Leasehold improvements 279,161 75,725 Total property and equipment 1,327,809 889,025 Less: Accumulated depreciation (461,319 ) (264,381 ) Property and equipment, net $ 866,490 $ 624,644 Revenue The Company generates revenue primarily from providing brokerage services and underwriting through Public Ventures. PatentVest and Invizyne have had limited activity during the years ended December 31, 2023 and 2022. 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 Interactive Brokers, the Company’s clearing firm, are recorded effective as of the trade date. The costs are treated as fulfillment costs and are recorded in operating expenses in the 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 years ended December 31, 2023, and 2022, respectively. Investment banking revenues consist of private placement 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 December 31, 2023, the Company did not have any contract assets or liabilities related to these revenues on its 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 December 31, 2023 and 2022, Public Ventures did not have any contract assets or liabilities related to these revenues in its consolidated balance sheet. During the year ended December 31, 2023, the Company’s technology development segment revenue, which was derived from a single feasibility study, which is not a typical service offered by the Company. The revenue generated from this study represents a direct reimbursement of costs incurred in completing the study. PatentVest recognize 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 price 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. The 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, 2021 $ - Amounts billed but not recognized - Revenue recognized - Balance as of December 31, 2022 - Amounts billed but not recognized 100,000 Revenue recognized 80,000 Balance as of December 31, 2023 $ 20,000 Research Grants Invizyne receives grant reimbursements, which are netted against research and development expenses in the 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 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 December 31, 2023 and 2022, respectively. The reimbursements are anticipated to be received from the respective funding entities in the following year. Management considers such receivables at December 31, 2023 and 2022, respectively, 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 consolidated financial statements. Summary of grants receivable activity for the years ended December 31, 2023 and 2022, is presented below: Summary of Grants Receivable Activity 2023 2022 Balance at beginning of year $ 809,532 $ 468,353 Grant costs expensed 2,836,876 2,312,857 Grants for equipment purchased - 72,451 Grant fees 117,332 79,724 Grant funds received (2,881,421 ) (2,123,853 ) Balance at end of year $ 882,319 $ 809,532 The Company has five grants provided by National Institute of Health and the Department of Energy. The first grant was awarded on October 1, 2019 and the latest grant is set to expire on August 31, 2024, however grants can be extended or new phases can be granted, extending the expiration of the grant. None of the grants has commitments made by the parties, provisions for recapture, or any other contingencies, beyond the 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 Invizyne conducts its research activities, and Invizyne 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. Invizyne 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 consolidated statement of operations. For the years ended December 31, 2023 and 2022, respectively, grants amounting to $ 2,836,876 2,312,857 2,954,208 2,465,032 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 Invizyne’s technology. For the years ended December 31, 2023 and 2022, research and development costs prior to offset of the grants amounted to $ 3,482,386 2,660,942 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 Company’s 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 $ 107,925 259,246 Recently Issued Accounting Pronouncements ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance On January 1, 2020, The Company adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), and retrospectively applied the guidance to prior transactions. The amendments in ASU 2021-10 require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: (1) information about the nature of the transactions and the related accounting policy used to account for the transactions; (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and (3) significant terms and conditions of the transactions, including commitments and contingencies. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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 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. The technology development segment currently has one subsidiary, Invizyne. Invizyne is a research and development stage synthetic biology company. Non-income generating subsidiaries for management of the business, including MDB CG Management Company, Inc. are reported as Other. The segments are based on the discrete financial information reviewed by the Chief Executive Officer to make resource allocation decisions and to evaluate performance. The reportable segments are each managed separately because they will provide a distinct product or provide services with different processes. All reported segment revenues are derived from external customers. The accounting policies of the Company’s reportable segments are in consideration of ASC 280 and the same as those described in the summary of significant accounting policies (see Note 2). The following sets forth the long-lived assets and total assets by segment at December 31, 2023: Schedule of Long-lived Assets and Total Assets by Segment ASSETS Broker Technology Other Eliminations Consolidated Long-lived assets $ 113,114 $ 2,344,895 $ 728,600 $ - $ 3,186,609 Total assets $ 15,038,602 $ 3,558,509 $ 24,388,168 $ - $ 42,985,279 Schedule of Statement of Operation by Segment Broker Technology Development Other Eliminations Consolidated Operating income: Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) $ 1,503,649 $ - $ - $ - $ 1,503,649 Realized gain on investment securities (from our licensed broker dealer) 8 - - - 8 Fee income (from our licensed broker dealer) 4,233,120 - - - 4,233,120 Impairment loss (50,000 ) - - - (50,000 ) Other operating income 237,481 70,769 - - 308,250 Total operating income, net 5,924,258 70,769 - - 5,995,027 Operating costs: General and administrative costs: Compensation 2,830,702 596,174 5,200,146 - 8,627,022 Operating expense, related party 904,004 - 219,397 - 1,123,401 Professional fees 440,123 436,339 818,555 - 1,695,017 Information technology 491,352 21,803 89,238 - 602,393 Clearing and other charges 389,963 - - - 389,963 General and administrative-other 365,158 284,494 882,545 - 1,532,197 General and administrative costs 5,421,302 1,338,810 7,209,881 - 13,969,993 Research and development costs - 528,178 - - 528,178 Total operating costs 5,421,302 1,866,988 7,209,881 - 14,498,171 Net operating income (loss) 502,956 (1,796,219 ) (7,209,881 ) - (8,503,144 ) Other income and expense: Less: interest expense 123,382 - - 123,382 - Less: Change in fair value of SAFE - 200,000 200,000 - Interest income 115,604 100 803,641 - 919,345 Income (loss) before income taxes 495,178 (1,996,119 ) (6,406,240 ) 323,382 (7,583,799 ) Income tax expense 22,091 105,827 - - 127,918 Net income (loss) 473,087 (2,101,946 ) (6,406,240 ) 323,382 (7,711,717 ) Less net loss attributable to non-controlling interests - (742,900 ) - - (742,900 ) Net loss attributable to MDB Capital Holdings, LLC $ 473,087 $ (1,359,046 ) $ (6,406,240 ) $ 323,382 $ (6,968,817 ) The following sets forth the long-lived assets and total assets by segment at December 31, 2022: ASSETS Broker Technology Other Consolidated Long-lived assets $ - $ 1,216,418 $ 817,958 $ 2,034,376 Total assets $ 4,737,137 $ 2,685,277 $ 18,278,277 $ 25,701,071 Broker Technology Other Consolidated Operating income (loss): Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) $ 15,433 $ - $ - $ 15,433 Realized loss on investment securities (from our licensed broker dealer) (7 ) - - (7 ) Fee income (from our licensed broker dealer) 1,115,001 - - 1,115,001 Other operating income 88,539 - - 88,539 Total operating income (loss), net 1,218,966 - - 1,218,966 Operating costs: General and administrative costs: Compensation 1,628,741 408,162 785,790 2,822,693 Operating expense, related party 974,396 - 132,917 1,107,313 Professional fees 831,532 235,033 587,195 1,653,760 Information technology 313,789 18,552 16,280 348,621 Clearing and other charges 16,112 - - 16,112 General and administrative-other 309,919 322,838 391,940 1,024,697 General and administrative costs 4,074,489 984,585 1,914,122 6,973,196 Research and development costs - 348,085 - 348,085 Total operating costs 4,074,489 1,332,670 1,914,122 7,321,281 Net operating loss (2,855,523 ) (1,332,670 ) (1,914,122 ) (6,102,315 ) Other income: Interest income (from U.S Treasury Bills) 38,861 98 188,290 227,249 Loss before income taxes (2,816,662 ) (1,332,572 ) (1,725,832 ) (5,875,066 ) Income (loss) before income taxes (2,816,662 ) (1,332,572 ) (1,725,832 ) (5,875,066 ) Income tax expense - - - - Net loss (2,816,662 ) (1,332,572 ) (1,725,832 ) (5,875,066 ) Less net loss attributable to non-controlling interests - (561,013 ) - (561,013 ) Net loss attributable to MDB Capital Holdings, LLC $ (2,816,662 ) $ (771,559 ) $ (1,725,832 ) $ (5,314,053 ) |
Equity and Non-Controlling Inte
Equity and Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity and Non-Controlling Interests | 4. Equity and Non-Controlling Interests Equity Preferred shares – 10,000,000 no Class A Common Shares – 95,000,000 4,295,632 one vote per share Class B Common Shares – 5,000,000 5,000,000 five votes per share Non-Controlling Interests During the year ended December 31, 2023, the ownership interest in Invizyne ranged from 60.94 59.0 39.06 41.0 39.54 56.4 59.0 43.6 41.0 42.1 During each period, controlling and non-controlling interests changes as a result of capital infusions from MDB Capital Holdings, LLC. For the years ended December 31, 2023, and 2022, there were capital infusions of $ 0 1,355,070 60.94 59.0 Schedule of Equity and Non-Controlling Interests For the Year Ended 2023 2022 Invizyne net loss $ (1,901,946 ) $ (1,332,572 ) Weighted average non-controlling percentage 39.06 % 42.1 % Net loss non-controlling interest $ (742,900 ) $ (561,013 ) Prior period balance 468,665 522,169 Stock-based compensation 281,485 218,355 Ownership change of non-controlling interest - 289,154 Ending period balance $ 7,250 $ 468,665 If 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 non-controlling interest 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 non-controlling interest in the subsidiary’s net assets is required and demonstrated in the ending period balance above. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation Invizyne’s 2020 Equity Incentive Plan (the “2020 Plan”), which was approved by the Invizyne shareholders, permits grants to its officers, directors, and employees for up to 1,877,664 st 3,116,351 On May 1, 2023, stock options to purchase 103,880 1.66 7 5 1.66 1.66 5 7 3.64% 121.70% 0 914,130 1.66 7 5 1.66 1.66 5 7 4.67% 144.94% 0 636,478 1.43 0.00 5.77 281,538 216,503 1,879,969 A summary of stock option activity during the years ended December 31, 2023 and 2022 is presented below: Schedule of Stock Option Activity Number of Weighted Average Exercise Price Weighted Stock options outstanding at December 31, 2021 1,067,356 1.22 6.08 Granted - - - Exercised - - - Expired - - - Stock options outstanding at December 31, 2022 1,067,356 $ 1.22 5.08 Granted 1,018,012 1.66 6.93 Exercised - - - Expired - - - Stock options outstanding at December 31, 2023 2,085,359 $ 1.43 5.77 Stock options exercisable at December 31, 2022 409,158 $ 1.22 5.08 Stock options exercisable at December 31, 2023 636,478 $ 1.43 5.77 On February 1, 2024 the board of directors for Invizyne approved a stock dividend at the rate of 1.0775673 On March 28, 2022, Invizyne granted 483,432 1.22 788,705 On May 1, 2023, Invizyne granted 201,633 1.66 333,852 Between April 19, 2022 and September 21, 2022, the Company granted 3,675,000 These units will vest when 20% of the 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 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 will fully vest 33,865,462 On April 19, 2022 the Company granted 2,000,000 These units will vest when 20% of the one-half of the total number of RSUs, by each individual person, on the thirteenth (13) month anniversary of the listing of the Class A Shares on a United States national exchange, October 20, 2024. 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 (z) 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 16 Schedule of Restricted Stock Unit Activity Time-Based Performance-Based Number of Weighted Number of Weighted Restricted stock units outstanding at December 31, 2022 - $ - - $ - Granted 3,675,000 10.00 2,000,000 7.91 Exercised - - - - Expired - - - - Restricted stock units outstanding at December 31, 2023 3,675,000 $ 10.00 2,000,000 $ 7.91 Restricted stock units at December 31, 2022 - $ - - $ - Restricted stock units at December 31, 2023 - $ - - $ - |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Loss per share attributable to MDB Capital Holdings, LLC: | |
Earnings Per Share | 6. 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 diluted loss per common share was the same for all periods presented because stock options outstanding were anti-dilutive, for a total of 18,477 Earning Earnings per share is presented below for the years ended December 31, 2023 and 2022, respectively. Basic and fully diluted earnings per share is calculated at follows for the years ended December 31, 2023 and 2022: Schedule of Basic and Fully Diluted For the Year Ended December 31, 2023 December 31, 2022 Class A Class B Class A Class B Net loss attributable to MDB Capital Holdings, LLC $ (3,220,381 ) $ (3,748,436 ) $ (1,831,240 ) $ (3,482,813 ) Weighted average shares outstanding – basic and diluted 3,099,285 5,000,000 1,522,923 5,000,000 Net loss per share – basic and diluted $ (1.04 ) $ (0.75 ) $ (1.20 ) $ (0.70 ) Class A Common Shares and Class B common stock are equal for ownership, 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions The principal members of the Company have a controlling interest in PatentVest, S.A. (renamed MDB Capital, S.A. in 2022), a company organized and based in Nicaragua that provides outsourced services to the Company and other non-related entities. During the years ended December 31, 2023 and 2022, the Company paid $ 1,123,401 1,107,313 During the year ended December 31, 2023, PatentVest, a 100 16,665 During the year ended December 31, 2022 the Company utilized 1,300 1,600 In July 2022, the Company distributed to its two principal members a cash distribution of $ 2,723,700 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. 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 December 31, 2023 and 2022, the Company was not subject to any pending or threatened legal claims or actions. Contract for Sale of Securities The Company entered into an agreement to sell equity securities to investors totaling $ 697,246 632,851 64,395 Net Capital Requirement (Public Ventures) 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 December 31, 2023 and 2022, Public Ventures had net capital of $ 7,331,449 3,086,889 7,081,449 2,836,889 250,000 At December 31, 2023, the Company’s ratio of aggregate indebtedness of $ 3,372,465 0.46 to 1 15 to 1 250,000 6 2/3 224,831 The requirement to comply with the Uniform Net Capital Rule 15c3-1 may limit Public Ventures’ ability to issue dividends to its parent company. To comply with to DTC membership requirements, the Company has committed to maintain at least $ 5,000,000 250,000 Indemnification Provisions Public Ventures has agreed to indemnify its clearing brokers for losses that the clearing brokers 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 brokers have no maximum amount. All unsettled trades at December 31, 2023 and 2022 have subsequently settled with no resulting material liability to Public Ventures, LLC. For the years ended December 31, 2023 and 2022, Public Ventures had no material loss due to counterparty failure and had no obligations outstanding under the indemnification arrangement as of December 31, 2023 and 2022. Invizyne Funding Requirements The Company entered into a funding agreement (the “Funding Agreement”) to purchase shares in Invizyne up to a maximum of $ 5,000,000 5,000,000 3,644,930 60.94 59.0 10 197,628 197,628 197,628 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 9. Employee Benefit Plans MDB Management and Invizyne both sponsored individual 401(k) defined contribution plans for the benefit of each company’s eligible employees. Public Ventures offered its employees a sponsored 401(k) defined contribution plan for the benefit of the employees; this plan was terminated on July 30, 2021. The plans allow eligible employees to contribute a portion of their annual compensation, not to exceed annual limits established by the Department of Treasury. Invizyne makes matching contributions for participating employees up to a certain percentage of the employee contributions; matching contributions were funded for the year ended December 31, 2023 and 2022. Benefits under the Invizyne plan were available to all employees, and employees become fully vested in the employer contribution upon receipt. For the year ended December 31, 2023 and 2022, a total of $ 380,614 317,966 MDB Management and Invizyne also provide health and related benefit plans for eligible employees. |
Exclusive License Agreement (In
Exclusive License Agreement (Invizyne) | 12 Months Ended |
Dec. 31, 2023 | |
Exclusive License Agreement | |
Exclusive License Agreement (Invizyne) | 10. Exclusive License Agreement (Invizyne) On April 19, 2019, Invizyne entered into a license agreement (the “License Agreement”) with The Regents of the University of California (“The Regents”) for patent rights and associated technology relating to the biosynthetic platform being developed by the Company. Certain individuals named as inventors of the Patent are also the founding stockholders of Invizyne. One of the founders of Invizyne was the head of the laboratory which was used in the research development of the patents and associated technology subject to the agreement with The Regents. Under the License Agreement, Invizyne holds an exclusive license of the patent rights and a non-exclusive license for the associated technology to make, have made, use, have used, sell, have sold, offer for sale, and import licensed products in the field of use. Under the License Agreement, Invizyne paid an initial license fee and is to pay an annual license fee and royalties on net sales, a minimum annual royalty that is credited against the royalties on net sales, and a percentage of any sublicensing income. The net income royalty commences after the first commercial sale of a licensed product. At December 31, 2023 and 2022, there were no accrued royalties recorded. Under the License Agreement, Invizyne is required to achieve certain development milestones. Invizyne is obligated to make payments upon achievement of certain sales thresholds, as defined in the License Agreement. As of December 31, 2023 and 2022, the development milestones have been met. The following net sales milestone payments have not yet been incurred. The net sales milestones do not have a deadline and are listed below as of December 31, 2023. ● A payment of $ 250,000 1,000,000 ● A payment of $ 350,000 2,000,000 If Invizyne breaches the terms of the License Agreement, The Regents may terminate the License Agreement. Invizyne may terminate the License Agreement, in whole or in part as to a particular patent right, at any time by providing notice of termination to The Regents as defined in the License Agreement. Under the License Agreement, the Company issued 499,377 5,000,000 5,000,000 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 11. Leases For operating leases, the Company records right-of-use assets and corresponding lease liabilities in the consolidated balance sheets for all leases with terms longer than twelve months. The Company has three operating leases, with no variable lease costs, and no finance leases as of December 31, 2023. The Company has two operating leases, with no variable lease costs, and no finance leases as of December 31, 2022. In October 2023, Invizyne made changes to an existing lease agreement that was originally entered into in August 2021, which resulted in an extension of the lease term by an additional 14 months. The revised lease maintained the same escalation rate for lease payments as the previous arrangement. To account for this modification, the Company reevaluated the remaining lease term at the time of execution. As the Company was actively utilizing the premises, adjustments were made to reflect the revaluation of both the right-to-use asset and the corresponding lease liability in line with the updated lease term. This was originally entered into in August 2021, with a term of 60 months beginning on August 24, 2021 and ending on September 30, 2026, with an option to extend for 60 additional months and was further modified on April 3, 2023 for an additional 21 months with the lease ending date of April 30, 2028. At the time the lease commenced, it was not probable the Company would exercise the one five-year option to extend the facility lease; therefore, this extension option is not included in the lease analysis. The initial base rent is $ 14,371 16,747 2.5 Furthermore, in October 2023, Invizyne made changes to an second existing lease agreement that was originally entered into in April 2023, which resulted in an extension of the lease term by an additional 12 60 option to extend for 60 additional months. 13,277 15,391 3.0 On July 1, 2022 the Company executed a lease for new office space in the Dallas, Texas metropolitan area, the expected occupancy of the space is December 20, 2022. The lease with a term of 91 12,556 13,937 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 For the years ended 2023 2022 Operating leases: Right-of-use assets $ 2,320,119 $ 1,409,732 Operating lease liabilities $ 2,415,889 $ 1,423,538 Weighted average remaining lease term in years 5.33 5.58 Weighted average discount rate 7.40 % 6.53 % Exercised Cash paid for amounts included in the measurement of lease liabilities $ 206,837 $ 147,661 Right-of-use assets obtained in exchange for lease liabilities $ 1,018,002 $ 813,003 Operating lease cost $ 146,836 $ 123,898 Short-term lease costs 275,589 37,569 Total operating lease costs $ 422,425 $ 161,467 Future payments due under operating leases for the as of December 31, 2023 are as follows: Schedule of Future payments Due Under Operating Lease Year Amount 2024 491,624 2025 503,684 2026 516,001 2027 528,586 2028 and thereafter 993,274 Total $ 3,033,169 Less effects of discounting (617,280 ) Total operating lease liability $ 2,415,889 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. 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 Invizyne 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, except as set forth in the tables below. Amounts recognized for income taxes are reported in “income tax expense (benefit)” on the consolidated statements of operations. The Company’s taxable income or loss, which may vary substantially from the net income or net loss reported on the consolidated statements of operations, is includable in the federal and state income tax returns of each unitholder. Income tax expense (benefit) (including Subchapter C-corporations) consisted of the following: Schedule of Income Taxes Expenses (benefit) 2023 2022 Year Ended December 31, 2023 2022 Current taxes Federal $ 105,827 $ - State 22,091 - Deferred taxes Federal - - State - - Total $ 127,918 $ - As of December 31, 2023, the Company’s taxable entities had approximately $ 6,978,436 6,978,436 carried forward for 20 years A reconciliation of the federal statutory tax rate to the effective tax rate (including Subchapter C-corporations) is as follows: Schedule of Federal Statutory Tax Rate to The Effective Tax Rate 2023 2022 Year Ended December 31, 2023 2022 Federal statutory rate 21.00 % 21.00 % State, net of federal tax benefit 1.27 % 1.90 % Income/loss excluded from nontaxable entities (1.81 )% 0.90 % Permanent differences (0.17 )% 0.00 % Return-to-provision adjustments 1.22 % 0.00 % Other 1.35 % (0.10 )% Valuation allowance (24.54 )% (23.70 )% Effective rate (1.69 )% 0.00 % Significant components of the deferred tax assets and liabilities (including Subchapter C-corporations) were as follows: Schedule of Deferred Tax Assets and Liabilities 2023 2022 Year Ended December 31, 2023 2022 Deferred tax assets: Start-up expenditures $ 15,054 $ 306,187 Sec 174 – Research and development costs 1,099,590 82,509 Investment securities - 7,427 Stock compensation 1,062,471 55,537 Lease liability 619,900 - Intercompany warrants - 89,769 Warrants 67,366 - Bonus expense 201,026 - Charitable contribution carryforwards 1,158 - Impairment expense 10,500 Net operating loss carryforwards 1,828,404 1,560,414 Property and equipment principally due to differences in depreciation - 4,270 Valuation allowance (3,938,152 ) (2,106,113 ) Total deferred tax assets $ 967,316 $ - Deferred tax liabilities: Property and equipment principally due to differences in depreciation $ (89,083 ) $ - Right-of-use asset (598,370 ) - Investment securities (279,863 ) - Total deferred tax liabilities $ (967,316 ) $ - Net deferred tax assets/(liabilities) $ - $ - Net deferred tax assets and liabilities were classified on the consolidated balance sheets as follows: 2023 2022 Year Ended December 31, 2023 2022 Deferred tax assets $ 967,316 $ - Deferred tax liabilities (967,316 ) - Other noncurrent assets/(liabilities) $ - $ - 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 those 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 December 31, 2023, based on projections of future taxable income for the periods in which the deferred tax assets are deductible, a valuation allowance of approximately $ 3,938,152 In accordance with the applicable accounting standards, the Company recognizes only the impact of income tax positions that, based on their merits, are more likely than not to be sustained upon audit by a taxing authority. To evaluate its current tax positions in order to identify any material uncertain tax positions, the Company developed a policy of identifying and evaluating uncertain tax positions that considers support for each tax position, industry standards, tax return disclosures and schedules and the significance of each position. It is the Company’s policy to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The Company had no material uncertain tax positions at December 31, 2023, and December 31, 2022. The tax years 2020 – 2023 remain open to examination for federal income tax purposes. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On February 1, 2024, Invizyne’s board approved a stock dividend of 1.0775673 On February 12, 2024, Invizyne, which is a subsidiary approximately majority owned by MDB Capital Holdings, LLC, filed an S-1 registration statement with the Securities and Exchange Commission (SEC) for an initial public offering (IPO) of its common stock. The filing of the S-1 registration statement is the initial step in the process for Invizyne to become a publicly traded entity, subject to completion of the SEC review process and market and other conditions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of wholly-owned and majority owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests at December 31, 2023 and 2022 relate to the interests of third parties in the partially owned subsidiaries. The managing members of the Company have a controlling interest in PatentVest, S.A., a company organized and based in Nicaragua (which was renamed MDB Capital, S.A in 2022). As the Company itself does not have a controlling financial interest in this entity, management has determined PatentVest, S.A. is not a variable interest entity and should not be consolidated as it has no ownership interests, so has excluded this entity from the Company’s consolidated 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 | Income Taxes We account for income taxes using the asset and liability method, under which we would recognize the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. We measure current and deferred tax assets and liabilities based on provisions of enacted tax law. We evaluate the realization of our deferred tax assets based on all available evidence and establish a valuation allowance to reduce deferred tax assets when it is more likely than not that they will not be realized. |
Use of Estimates | 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 at 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 utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. 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, accruals for potential liabilities, valuing equity instruments issued for services, the estimate of the fair value of the lease liability and related right of use assets, and the realization of any deferred tax assets. |
Emerging Growth Company | 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act) 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 | 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. There were $ 598,714 0 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 $ 250,000 500,000 5,511,092 598,714 3,943,000 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 years ended December 31, 2023 and 2022. The Company’s membership agreement with the DTC requires that we maintain a line of credit with our settlement bank in the amount $ 2,000,000 2,000,000 |
Segregated Cash and Deposits | 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 December 31, 2023, the Company had $ 1,247,881 of segregated cash consisting of funds held in reserve for non-customers. |
Clearing Deposits | Clearing Deposits The Company is obligated to maintain security deposits with the DTC and NSCC. At December 31, 2023, these deposits totaled $ 260,000 |
Prepaid and Other Expenses | Prepaid and Other Expenses The Company has prepaid and other expenses totaling $ 523,788 43,500 95,000 47,380 325,777 12,131 309,818 43,500 34,103 64,395 61,994 47,932 57,894 |
Leases | 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 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 consolidated balance sheet as of December 31, 2023 and 2022. The Company has elected not to present short-term leases on the 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 used the Company’s 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 Stock-based compensation primarily consists of restricted stock units with service or market/performance 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 attribution method over the requisite service period. The Company’s subsidiary issued stock-options and the fair value is determined utilizing Black-Scholes options-pricing model. The Company accounts for forfeitures as they occur, rather than applying an estimated forfeiture rate. For performance-based restricted stock units, the compensation cost is recognized based on the number of units expected to vest upon the achievement of the performance 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 | 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 investment securities, at amortized cost, investment securities, at fair value, or investment securities, at cost less impairment. Investment securities, at amortized cost Investment securities, at fair value Investment securities, at cost less impairment Investment securities are as follows: Schedule of Investment Securities December 31, December 31, Investment securities, at amortized cost: U.S Treasury Bills $ 24,658,611 $ 16,188,920 Investment securities, at amortized cost $ 24,658,611 $ 16,188,920 Broker/Dealer Securities Schedule of Investment Securities Broker Dealer December 31, December 31, Investment securities, at fair value: Common stock of publicly traded companies $ 2,603,579 $ 787,137 Warrants of publicly traded companies 3,168,055 45,440 Investment securities, at fair value $ 5,771,634 $ 832,577 Investment securities, at cost less impairment Preferred stock of private company (not market listed) $ - $ 50,000 Investment securities, at cost less impairment $ - $ 50,000 Non-Broker/Dealer Securities Schedule of Investment Securities Non Broker Dealer December 31, December 31, Investment securities, at cost less impairment Simple agreement on future equities (not market listed) $ 200,000 $ 200,000 Investment securities, at cost less impairment $ 200,000 $ 200,000 For investment securities at fair value held at the end of each year, net unrealized gain of $ 1,503,649 15,433 The amortized cost, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2023 are as follows: Schedule of Amortized Cost, Unrealized Holding Loss and Fair Value of Held to Maturity Securities Amortized Gross Gross Fair Value (Level 1) as of U.S Treasury Bills maturing 02/13/24, 04/04/24, 04/18/24 and 04/23/24 $ 24,658,611 $ 6,031 $ - $ 24,664,642 Total assets $ 24,658,611 $ 6,031 $ - $ 24,664,642 The amortized cost, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 are as follows: Amortized Gross Gross Fair Value (Level 1) as of U.S Treasury Bills maturing 05/11/23 and 10/05/23 $ 16,188,920 $ - $ (51,645 ) $ 16,137,275 Total assets $ 16,188,920 $ - $ (51,645 ) $ 16,137,275 |
Fair Value of Financial Instruments | 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 invested in 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, and securities sold, not yet purchased. As of the statement of financial condition date, investment securities, and securities sold and not yet purchased 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. 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, at fair value and securities sold, not yet purchased: These securities are valued based on quoted prices from the exchange or other trading platform. To the extent these securities are actively traded, valuation adjustments are not applied, and they are categorized in level 1 of the fair value hierarchy. A description of the valuation techniques applied to the Company’s other financial assets and liabilities is as follows: 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. 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 an impairment is 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 Company fully impaired a SAFE that was previously valued at $ 100,000 50,000 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, 2023, except for the Level 3 investment that is recorded at cost: Schedule of Fair Value of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis Assets Classification Level 1 Level 2 Level 3 Total Investment Securities (held by our licensed broker dealer) Equity securities - common stock $ 2,603,579 $ - $ - $ 2,603,579 Investment Securities (held by our licensed broker dealer) Warrants - 34,597 3,133,458 3,168,055 Total assets measured at fair value (held by our licensed broker dealer) $ 2,603,579 $ 34,597 $ 3,133,458 $ 5,771,634 During the year ended December 31, 2023, 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: Schedule of Reconciliation of Fair Value Measurements Within Level 3 of Fair Value Hierarchy December 31, 2022 $ - Beginning Balance $ - Receipt from investment banking fees 2,645,620 Realized gains - Unrealized gains 652,925 Sales or distribution (165,087 ) Purchases - December 31, 2023 $ 3,133,458 Ending Balance $ 3,133,458 The following table present information about significant unobservable inputs related to material components of Level 3 warrants as of December 31, 2023. Schedule of Significant Unobservable Inputs Related to Material Components of Level 3 Warrants Assets Fair Value Valuation Significant Ranges of Weighted-Average Warrants $ 3,133,458 Black Scholes Volatility 128.85 % 128.85 % 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, 2022, except for the Level 3 investment that is recorded at cost: Assets Classification Level 1 Level 2 Level 3 Total Investment Securities (held by our licensed broker dealer) Equity securities - common stock $ 787,137 $ - $ - $ 787,137 Investment Securities (held by our licensed broker dealer) Warrants - 45,440 - 45,440 Total assets measured at fair value (held by our licensed broker dealer) $ 787,137 $ 45,440 $ - $ 832,577 During the year ended December 31, 2022, the Company did not have any transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy. |
Secured Debt–- Revolving Credit Facility | Secured Debt–- Revolving Credit Facility The Company entered into a revolving credit facility with a bank, (the “Lender”) on July 26, 2023 for a commitment of up to $ 2,000,000 July 26, 2024 2.25 7.75 5,000 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 December 31, 2023, there is $ 2,020,189 The Company is responsible for the payment of all 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 December 31, 2023, there is no 0 |
Property and Equipment | 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 statement of operations when realized. Depreciation is provided using the straight-line method over the following estimated useful lives: Schedule of Estimated Useful Lives of Property and Equipment Laboratory equipment 5 Developed software 5 Furniture and fixtures 7 Leasehold improvements Lesser of the lease duration or the life of the improvements Property and equipment consist of the following as of December 31, 2023 and 2022, respectively: Schedule of Property And Equipment December 31, 2023 December 31, 2022 Laboratory equipment $ 885,696 $ 803,030 Furniture and fixtures 49,838 10,270 Developed software 113,114 - Leasehold improvements 279,161 75,725 Total property and equipment 1,327,809 889,025 Less: Accumulated depreciation (461,319 ) (264,381 ) Property and equipment, net $ 866,490 $ 624,644 |
Revenue | Revenue The Company generates revenue primarily from providing brokerage services and underwriting through Public Ventures. PatentVest and Invizyne have had limited activity during the years ended December 31, 2023 and 2022. 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 Interactive Brokers, the Company’s clearing firm, are recorded effective as of the trade date. The costs are treated as fulfillment costs and are recorded in operating expenses in the 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 years ended December 31, 2023, and 2022, respectively. Investment banking revenues consist of private placement 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 December 31, 2023, the Company did not have any contract assets or liabilities related to these revenues on its 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 December 31, 2023 and 2022, Public Ventures did not have any contract assets or liabilities related to these revenues in its consolidated balance sheet. During the year ended December 31, 2023, the Company’s technology development segment revenue, which was derived from a single feasibility study, which is not a typical service offered by the Company. The revenue generated from this study represents a direct reimbursement of costs incurred in completing the study. PatentVest recognize 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 price 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. The 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, 2021 $ - Amounts billed but not recognized - Revenue recognized - Balance as of December 31, 2022 - Amounts billed but not recognized 100,000 Revenue recognized 80,000 Balance as of December 31, 2023 $ 20,000 |
Research Grants | Research Grants Invizyne receives grant reimbursements, which are netted against research and development expenses in the 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 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 December 31, 2023 and 2022, respectively. The reimbursements are anticipated to be received from the respective funding entities in the following year. Management considers such receivables at December 31, 2023 and 2022, respectively, 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 consolidated financial statements. Summary of grants receivable activity for the years ended December 31, 2023 and 2022, is presented below: Summary of Grants Receivable Activity 2023 2022 Balance at beginning of year $ 809,532 $ 468,353 Grant costs expensed 2,836,876 2,312,857 Grants for equipment purchased - 72,451 Grant fees 117,332 79,724 Grant funds received (2,881,421 ) (2,123,853 ) Balance at end of year $ 882,319 $ 809,532 The Company has five grants provided by National Institute of Health and the Department of Energy. The first grant was awarded on October 1, 2019 and the latest grant is set to expire on August 31, 2024, however grants can be extended or new phases can be granted, extending the expiration of the grant. None of the grants has commitments made by the parties, provisions for recapture, or any other contingencies, beyond the 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 Invizyne conducts its research activities, and Invizyne 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. Invizyne 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 consolidated statement of operations. For the years ended December 31, 2023 and 2022, respectively, grants amounting to $ 2,836,876 2,312,857 2,954,208 2,465,032 |
Research and Development Costs | 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 Invizyne’s technology. For the years ended December 31, 2023 and 2022, research and development costs prior to offset of the grants amounted to $ 3,482,386 2,660,942 |
Patent and Licensing Legal and Filing Fees and Costs | 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 Company’s 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 $ 107,925 259,246 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance On January 1, 2020, The Company adopted ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), and retrospectively applied the guidance to prior transactions. The amendments in ASU 2021-10 require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: (1) information about the nature of the transactions and the related accounting policy used to account for the transactions; (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and (3) significant terms and conditions of the transactions, including commitments and contingencies. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Investment Securities | Investment securities are as follows: Schedule of Investment Securities December 31, December 31, Investment securities, at amortized cost: U.S Treasury Bills $ 24,658,611 $ 16,188,920 Investment securities, at amortized cost $ 24,658,611 $ 16,188,920 |
Schedule of Investment Securities Broker Dealer | Broker/Dealer Securities Schedule of Investment Securities Broker Dealer December 31, December 31, Investment securities, at fair value: Common stock of publicly traded companies $ 2,603,579 $ 787,137 Warrants of publicly traded companies 3,168,055 45,440 Investment securities, at fair value $ 5,771,634 $ 832,577 Investment securities, at cost less impairment Preferred stock of private company (not market listed) $ - $ 50,000 Investment securities, at cost less impairment $ - $ 50,000 |
Schedule of Investment Securities Non Broker Dealer | Non-Broker/Dealer Securities Schedule of Investment Securities Non Broker Dealer December 31, December 31, Investment securities, at cost less impairment Simple agreement on future equities (not market listed) $ 200,000 $ 200,000 Investment securities, at cost less impairment $ 200,000 $ 200,000 |
Schedule of Amortized Cost, Unrealized Holding Loss and Fair Value of Held to Maturity Securities | The amortized cost, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2023 are as follows: Schedule of Amortized Cost, Unrealized Holding Loss and Fair Value of Held to Maturity Securities Amortized Gross Gross Fair Value (Level 1) as of U.S Treasury Bills maturing 02/13/24, 04/04/24, 04/18/24 and 04/23/24 $ 24,658,611 $ 6,031 $ - $ 24,664,642 Total assets $ 24,658,611 $ 6,031 $ - $ 24,664,642 The amortized cost, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2022 are as follows: Amortized Gross Gross Fair Value (Level 1) as of U.S Treasury Bills maturing 05/11/23 and 10/05/23 $ 16,188,920 $ - $ (51,645 ) $ 16,137,275 Total assets $ 16,188,920 $ - $ (51,645 ) $ 16,137,275 |
Schedule of Fair Value of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis | 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, 2023, except for the Level 3 investment that is recorded at cost: Schedule of Fair Value of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis Assets Classification Level 1 Level 2 Level 3 Total Investment Securities (held by our licensed broker dealer) Equity securities - common stock $ 2,603,579 $ - $ - $ 2,603,579 Investment Securities (held by our licensed broker dealer) Warrants - 34,597 3,133,458 3,168,055 Total assets measured at fair value (held by our licensed broker dealer) $ 2,603,579 $ 34,597 $ 3,133,458 $ 5,771,634 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, 2022, except for the Level 3 investment that is recorded at cost: Assets Classification Level 1 Level 2 Level 3 Total Investment Securities (held by our licensed broker dealer) Equity securities - common stock $ 787,137 $ - $ - $ 787,137 Investment Securities (held by our licensed broker dealer) Warrants - 45,440 - 45,440 Total assets measured at fair value (held by our licensed broker dealer) $ 787,137 $ 45,440 $ - $ 832,577 |
Schedule of Reconciliation of Fair Value Measurements Within Level 3 of Fair Value Hierarchy | Reconciliation of fair value measurements categorized within Level 3 of the fair value hierarchy: Schedule of Reconciliation of Fair Value Measurements Within Level 3 of Fair Value Hierarchy December 31, 2022 $ - Beginning Balance $ - Receipt from investment banking fees 2,645,620 Realized gains - Unrealized gains 652,925 Sales or distribution (165,087 ) Purchases - December 31, 2023 $ 3,133,458 Ending Balance $ 3,133,458 |
Schedule of Significant Unobservable Inputs Related to Material Components of Level 3 Warrants | The following table present information about significant unobservable inputs related to material components of Level 3 warrants as of December 31, 2023. Schedule of Significant Unobservable Inputs Related to Material Components of Level 3 Warrants Assets Fair Value Valuation Significant Ranges of Weighted-Average Warrants $ 3,133,458 Black Scholes Volatility 128.85 % 128.85 % |
Schedule of Estimated Useful Lives of Property and Equipment | Schedule of Estimated Useful Lives of Property and Equipment Laboratory equipment 5 Developed software 5 Furniture and fixtures 7 Leasehold improvements Lesser of the lease duration or the life of the improvements |
Schedule of Property And Equipment | Property and equipment consist of the following as of December 31, 2023 and 2022, respectively: Schedule of Property And Equipment December 31, 2023 December 31, 2022 Laboratory equipment $ 885,696 $ 803,030 Furniture and fixtures 49,838 10,270 Developed software 113,114 - Leasehold improvements 279,161 75,725 Total property and equipment 1,327,809 889,025 Less: Accumulated depreciation (461,319 ) (264,381 ) Property and equipment, net $ 866,490 $ 624,644 |
Schedule of Changes in Deferred Revenue | Schedule of Changes in Deferred Revenue Balance as of December 31, 2021 $ - Amounts billed but not recognized - Revenue recognized - Balance as of December 31, 2022 - Amounts billed but not recognized 100,000 Revenue recognized 80,000 Balance as of December 31, 2023 $ 20,000 |
Summary of Grants Receivable Activity | Summary of grants receivable activity for the years ended December 31, 2023 and 2022, is presented below: Summary of Grants Receivable Activity 2023 2022 Balance at beginning of year $ 809,532 $ 468,353 Grant costs expensed 2,836,876 2,312,857 Grants for equipment purchased - 72,451 Grant fees 117,332 79,724 Grant funds received (2,881,421 ) (2,123,853 ) Balance at end of year $ 882,319 $ 809,532 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Long-lived Assets and Total Assets by Segment | The following sets forth the long-lived assets and total assets by segment at December 31, 2023: Schedule of Long-lived Assets and Total Assets by Segment ASSETS Broker Technology Other Eliminations Consolidated Long-lived assets $ 113,114 $ 2,344,895 $ 728,600 $ - $ 3,186,609 Total assets $ 15,038,602 $ 3,558,509 $ 24,388,168 $ - $ 42,985,279 The following sets forth the long-lived assets and total assets by segment at December 31, 2022: ASSETS Broker Technology Other Consolidated Long-lived assets $ - $ 1,216,418 $ 817,958 $ 2,034,376 Total assets $ 4,737,137 $ 2,685,277 $ 18,278,277 $ 25,701,071 |
Schedule of Statement of Operation by Segment | Schedule of Statement of Operation by Segment Broker Technology Development Other Eliminations Consolidated Operating income: Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) $ 1,503,649 $ - $ - $ - $ 1,503,649 Realized gain on investment securities (from our licensed broker dealer) 8 - - - 8 Fee income (from our licensed broker dealer) 4,233,120 - - - 4,233,120 Impairment loss (50,000 ) - - - (50,000 ) Other operating income 237,481 70,769 - - 308,250 Total operating income, net 5,924,258 70,769 - - 5,995,027 Operating costs: General and administrative costs: Compensation 2,830,702 596,174 5,200,146 - 8,627,022 Operating expense, related party 904,004 - 219,397 - 1,123,401 Professional fees 440,123 436,339 818,555 - 1,695,017 Information technology 491,352 21,803 89,238 - 602,393 Clearing and other charges 389,963 - - - 389,963 General and administrative-other 365,158 284,494 882,545 - 1,532,197 General and administrative costs 5,421,302 1,338,810 7,209,881 - 13,969,993 Research and development costs - 528,178 - - 528,178 Total operating costs 5,421,302 1,866,988 7,209,881 - 14,498,171 Net operating income (loss) 502,956 (1,796,219 ) (7,209,881 ) - (8,503,144 ) Other income and expense: Less: interest expense 123,382 - - 123,382 - Less: Change in fair value of SAFE - 200,000 200,000 - Interest income 115,604 100 803,641 - 919,345 Income (loss) before income taxes 495,178 (1,996,119 ) (6,406,240 ) 323,382 (7,583,799 ) Income tax expense 22,091 105,827 - - 127,918 Net income (loss) 473,087 (2,101,946 ) (6,406,240 ) 323,382 (7,711,717 ) Less net loss attributable to non-controlling interests - (742,900 ) - - (742,900 ) Net loss attributable to MDB Capital Holdings, LLC $ 473,087 $ (1,359,046 ) $ (6,406,240 ) $ 323,382 $ (6,968,817 ) Broker Technology Other Consolidated Operating income (loss): Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) $ 15,433 $ - $ - $ 15,433 Realized loss on investment securities (from our licensed broker dealer) (7 ) - - (7 ) Fee income (from our licensed broker dealer) 1,115,001 - - 1,115,001 Other operating income 88,539 - - 88,539 Total operating income (loss), net 1,218,966 - - 1,218,966 Operating costs: General and administrative costs: Compensation 1,628,741 408,162 785,790 2,822,693 Operating expense, related party 974,396 - 132,917 1,107,313 Professional fees 831,532 235,033 587,195 1,653,760 Information technology 313,789 18,552 16,280 348,621 Clearing and other charges 16,112 - - 16,112 General and administrative-other 309,919 322,838 391,940 1,024,697 General and administrative costs 4,074,489 984,585 1,914,122 6,973,196 Research and development costs - 348,085 - 348,085 Total operating costs 4,074,489 1,332,670 1,914,122 7,321,281 Net operating loss (2,855,523 ) (1,332,670 ) (1,914,122 ) (6,102,315 ) Other income: Interest income (from U.S Treasury Bills) 38,861 98 188,290 227,249 Loss before income taxes (2,816,662 ) (1,332,572 ) (1,725,832 ) (5,875,066 ) Income (loss) before income taxes (2,816,662 ) (1,332,572 ) (1,725,832 ) (5,875,066 ) Income tax expense - - - - Net loss (2,816,662 ) (1,332,572 ) (1,725,832 ) (5,875,066 ) Less net loss attributable to non-controlling interests - (561,013 ) - (561,013 ) Net loss attributable to MDB Capital Holdings, LLC $ (2,816,662 ) $ (771,559 ) $ (1,725,832 ) $ (5,314,053 ) |
Equity and Non-Controlling In_2
Equity and Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Equity and Non-Controlling Interests | Schedule of Equity and Non-Controlling Interests For the Year Ended 2023 2022 Invizyne net loss $ (1,901,946 ) $ (1,332,572 ) Weighted average non-controlling percentage 39.06 % 42.1 % Net loss non-controlling interest $ (742,900 ) $ (561,013 ) Prior period balance 468,665 522,169 Stock-based compensation 281,485 218,355 Ownership change of non-controlling interest - 289,154 Ending period balance $ 7,250 $ 468,665 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity during the years ended December 31, 2023 and 2022 is presented below: Schedule of Stock Option Activity Number of Weighted Average Exercise Price Weighted Stock options outstanding at December 31, 2021 1,067,356 1.22 6.08 Granted - - - Exercised - - - Expired - - - Stock options outstanding at December 31, 2022 1,067,356 $ 1.22 5.08 Granted 1,018,012 1.66 6.93 Exercised - - - Expired - - - Stock options outstanding at December 31, 2023 2,085,359 $ 1.43 5.77 Stock options exercisable at December 31, 2022 409,158 $ 1.22 5.08 Stock options exercisable at December 31, 2023 636,478 $ 1.43 5.77 |
Schedule of Restricted Stock Unit Activity | Schedule of Restricted Stock Unit Activity Time-Based Performance-Based Number of Weighted Number of Weighted Restricted stock units outstanding at December 31, 2022 - $ - - $ - Granted 3,675,000 10.00 2,000,000 7.91 Exercised - - - - Expired - - - - Restricted stock units outstanding at December 31, 2023 3,675,000 $ 10.00 2,000,000 $ 7.91 Restricted stock units at December 31, 2022 - $ - - $ - Restricted stock units at December 31, 2023 - $ - - $ - |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loss per share attributable to MDB Capital Holdings, LLC: | |
Schedule of Basic and Fully Diluted | Basic and fully diluted earnings per share is calculated at follows for the years ended December 31, 2023 and 2022: Schedule of Basic and Fully Diluted For the Year Ended December 31, 2023 December 31, 2022 Class A Class B Class A Class B Net loss attributable to MDB Capital Holdings, LLC $ (3,220,381 ) $ (3,748,436 ) $ (1,831,240 ) $ (3,482,813 ) Weighted average shares outstanding – basic and diluted 3,099,285 5,000,000 1,522,923 5,000,000 Net loss per share – basic and diluted $ (1.04 ) $ (0.75 ) $ (1.20 ) $ (0.70 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Operating Lease Cost | Schedule of Operating Lease Cost For the years ended 2023 2022 Operating leases: Right-of-use assets $ 2,320,119 $ 1,409,732 Operating lease liabilities $ 2,415,889 $ 1,423,538 Weighted average remaining lease term in years 5.33 5.58 Weighted average discount rate 7.40 % 6.53 % Exercised Cash paid for amounts included in the measurement of lease liabilities $ 206,837 $ 147,661 Right-of-use assets obtained in exchange for lease liabilities $ 1,018,002 $ 813,003 Operating lease cost $ 146,836 $ 123,898 Short-term lease costs 275,589 37,569 Total operating lease costs $ 422,425 $ 161,467 |
Schedule of Future payments Due Under Operating Lease | Future payments due under operating leases for the as of December 31, 2023 are as follows: Schedule of Future payments Due Under Operating Lease Year Amount 2024 491,624 2025 503,684 2026 516,001 2027 528,586 2028 and thereafter 993,274 Total $ 3,033,169 Less effects of discounting (617,280 ) Total operating lease liability $ 2,415,889 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes Expenses (benefit) | Income tax expense (benefit) (including Subchapter C-corporations) consisted of the following: Schedule of Income Taxes Expenses (benefit) 2023 2022 Year Ended December 31, 2023 2022 Current taxes Federal $ 105,827 $ - State 22,091 - Deferred taxes Federal - - State - - Total $ 127,918 $ - |
Schedule of Federal Statutory Tax Rate to The Effective Tax Rate | A reconciliation of the federal statutory tax rate to the effective tax rate (including Subchapter C-corporations) is as follows: Schedule of Federal Statutory Tax Rate to The Effective Tax Rate 2023 2022 Year Ended December 31, 2023 2022 Federal statutory rate 21.00 % 21.00 % State, net of federal tax benefit 1.27 % 1.90 % Income/loss excluded from nontaxable entities (1.81 )% 0.90 % Permanent differences (0.17 )% 0.00 % Return-to-provision adjustments 1.22 % 0.00 % Other 1.35 % (0.10 )% Valuation allowance (24.54 )% (23.70 )% Effective rate (1.69 )% 0.00 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets and liabilities (including Subchapter C-corporations) were as follows: Schedule of Deferred Tax Assets and Liabilities 2023 2022 Year Ended December 31, 2023 2022 Deferred tax assets: Start-up expenditures $ 15,054 $ 306,187 Sec 174 – Research and development costs 1,099,590 82,509 Investment securities - 7,427 Stock compensation 1,062,471 55,537 Lease liability 619,900 - Intercompany warrants - 89,769 Warrants 67,366 - Bonus expense 201,026 - Charitable contribution carryforwards 1,158 - Impairment expense 10,500 Net operating loss carryforwards 1,828,404 1,560,414 Property and equipment principally due to differences in depreciation - 4,270 Valuation allowance (3,938,152 ) (2,106,113 ) Total deferred tax assets $ 967,316 $ - Deferred tax liabilities: Property and equipment principally due to differences in depreciation $ (89,083 ) $ - Right-of-use asset (598,370 ) - Investment securities (279,863 ) - Total deferred tax liabilities $ (967,316 ) $ - Net deferred tax assets/(liabilities) $ - $ - Net deferred tax assets and liabilities were classified on the consolidated balance sheets as follows: 2023 2022 Year Ended December 31, 2023 2022 Deferred tax assets $ 967,316 $ - Deferred tax liabilities (967,316 ) - Other noncurrent assets/(liabilities) $ - $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Sep. 20, 2023 | Jul. 01, 2022 | Jun. 15, 2022 | Jun. 08, 2022 | Jan. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 01, 2024 | Jan. 14, 2022 | |
Gross proceeds | $ 25,289,660 | ||||||||
Gross proceeds | $ 19,999,992 | ||||||||
Subsequent Event [Member] | |||||||||
Dividend rate | $ 1.0775673 | ||||||||
Warrant [Member] | |||||||||
Contract life | 5 years | ||||||||
Common stock price | $ 12 | ||||||||
Exercise price | $ 15 | ||||||||
Estimated life | 2 years 5 months 10 days | ||||||||
Risk-free rate | 4.79% | ||||||||
Expected annual volatility | 59.99% | ||||||||
Annual rate of dividends | $ 0 | ||||||||
Warrant [Member] | Private Placement [Member] | |||||||||
Warrants to puchase common shares | 18,477 | ||||||||
Contract life | 10 years | ||||||||
Exercise price of warrants | $ 13 | ||||||||
Common stock price | $ 0.001 | ||||||||
Warrants fair value | $ 106,940 | ||||||||
Warrant [Member] | Private Placement [Member] | Cambria Capital LLC [Member] | |||||||||
Warrants to puchase common shares | 8,277 | ||||||||
Warrant [Member] | IPO [Member] | |||||||||
Warrants to puchase common shares | 16,667 | ||||||||
Contract life | 5 years | ||||||||
Exercise price of warrants | $ 15 | ||||||||
Common stock price | $ 0.001 | ||||||||
Warrants fair value | $ 65,411 | ||||||||
Common Class A [Member] | First Private Placement [Member] | |||||||||
Sale of stock, number of shares issued in transaction | 2,517,966 | ||||||||
Sale of stock, price per share | $ 10 | ||||||||
Gross proceeds | $ 25,179,660 | ||||||||
Common Class A [Member] | Second Private Placement [Member] | |||||||||
Sale of stock, number of shares issued in transaction | 11,000 | ||||||||
Gross proceeds | $ 110,000 | ||||||||
Common Class A [Member] | Private Placement [Member] | |||||||||
Sale of stock, number of shares issued in transaction | 2,528,966 | ||||||||
Gross proceeds | $ 25,289,660 | ||||||||
Net Proceeds | 24,746,142 | ||||||||
Offering expenses | $ 543,518 | ||||||||
Common Class A [Member] | IPO [Member] | |||||||||
Sale of stock, number of shares issued in transaction | 1,666,666 | ||||||||
Sale of stock, price per share | $ 12 | ||||||||
Net Proceeds | $ 17,444,659 | ||||||||
Offering expenses | 2,555,333 | ||||||||
Gross proceeds | $ 19,999,992 | ||||||||
Common Class A [Member] | Noncontrolling Interest [Member] | |||||||||
Shares issued | 100,000 | ||||||||
Patent Vest Inc [Member] | |||||||||
Equity interests percentage | 100% | ||||||||
Patent Vest Inc [Member] | Public Ventures [Member] | |||||||||
Equity interests percentage | 100% | ||||||||
Invizyne Technologies Inc [Member] | Public Ventures [Member] | |||||||||
Equity interests percentage | 100% | ||||||||
Public Ventures [Member] | |||||||||
Cash distribution payable to former members | $ 2,723,700 | ||||||||
Public Ventures [Member] | Common Class B [Member] | |||||||||
Common shares issued in reorganization | 5,000,000 |
Schedule of Investment Securiti
Schedule of Investment Securities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Investment securities, at amortized cost | $ 24,658,611 | $ 16,188,920 |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Investment securities, at amortized cost | $ 24,658,611 | $ 16,188,920 |
Schedule of Investment Securi_2
Schedule of Investment Securities Broker Dealer (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Investment securities, at fair value | $ 5,771,634 | $ 832,577 |
Investment securities, at cost less impairment | 50,000 | |
Common Stock [Member] | ||
Investment securities, at fair value | 2,603,579 | 787,137 |
Warrant [Member] | ||
Investment securities, at fair value | 3,168,055 | 45,440 |
Preferred Stock [Member] | ||
Investment securities, at cost less impairment | $ 50,000 |
Schedule of Investment Securi_3
Schedule of Investment Securities Non Broker Dealer (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Investment securities, at cost less impairment | $ 200,000 | $ 200,000 |
Simple Agreement on Future Equities [Member] | ||
Investment securities, at cost less impairment | $ 200,000 | $ 200,000 |
Schedule of Amortized Cost, Unr
Schedule of Amortized Cost, Unrealized Holding Loss and Fair Value of Held to Maturity Securities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Assets, Amortized cost | $ 24,658,611 | $ 16,188,920 |
Assets, Gross Unrealized Gains | 6,031 | |
Assets, Gross Unrealized Losses | (51,645) | |
Assets, Fair Value | 24,664,642 | 16,137,275 |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Assets, Amortized cost | 24,658,611 | 16,188,920 |
Assets, Gross Unrealized Gains | 6,031 | |
Assets, Gross Unrealized Losses | (51,645) | |
Assets, Fair Value | $ 24,664,642 | $ 16,137,275 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | $ 5,771,634 | $ 832,577 |
Common Stock [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | 2,603,579 | 787,137 |
Warrant [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | 3,168,055 | 45,440 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | 2,603,579 | 787,137 |
Fair Value, Inputs, Level 1 [Member] | Common Stock [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | 2,603,579 | 787,137 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | 34,597 | 45,440 |
Fair Value, Inputs, Level 2 [Member] | Common Stock [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | ||
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | 34,597 | 45,440 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | 3,133,458 | |
Fair Value, Inputs, Level 3 [Member] | Common Stock [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | ||
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investment securities, at fair value | $ 3,133,458 |
Schedule of Reconciliation of F
Schedule of Reconciliation of Fair Value Measurements Within Level 3 of Fair Value Hierarchy (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Beginning Balance | |
Receipt from investment banking fees | 2,645,620 |
Realized gains | |
Unrealized gains | 652,925 |
Sales or distribution | (165,087) |
Purchases | |
Ending Balance | $ 3,133,458 |
Schedule of Significant Unobser
Schedule of Significant Unobservable Inputs Related to Material Components of Level 3 Warrants (Details) - Fair Value, Inputs, Level 3 [Member] | Dec. 31, 2023 USD ($) |
Property, Plant and Equipment [Line Items] | |
Warrants, Fair value | $ 3,133,458 |
Weighted measurement input | 128.85 |
Weighted Average [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted measurement input | 128.85 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Leasehold Improvements [Member] |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Developed Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Schedule of Property And Equipm
Schedule of Property And Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,327,809 | $ 889,025 |
Less: Accumulated depreciation | (461,319) | (264,381) |
Property and equipment, net | 866,490 | 624,644 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 885,696 | 803,030 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 49,838 | 10,270 |
Developed Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 113,114 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 279,161 | $ 75,725 |
Schedule of Changes in Deferred
Schedule of Changes in Deferred Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Deferred revenue, Balance | ||
Amounts billed but not recognized | 100,000 | |
Revenue recognized | 80,000 | |
Deferred revenue, Balance | $ 20,000 |
Summary of Grants Receivable Ac
Summary of Grants Receivable Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Balance at beginning of year | $ 809,532 | $ 468,353 |
Grant costs expensed | 2,836,876 | 2,312,857 |
Grants for equipment purchased | 72,451 | |
Grant fees | 117,332 | 79,724 |
Grant funds received | (2,881,421) | (2,123,853) |
Balance at end of year | $ 882,319 | $ 809,532 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Cash equivalents | $ 598,714 | $ 0 | |
Cash, FDIC insured limits | 250,000 | ||
Cash, SIPC insurance limits | 500,000 | ||
Unsegregated cash | 5,511,092 | ||
Cash uninsured limits | 3,943,000 | ||
Revolving credit, maximum borrowing capacity | 2,000,000 | ||
Deposits | 2,000,000 | ||
Cash and Securities Segregated under Federal and Other Regulations | 1,247,881 | ||
Clearing deposits | 260,000 | ||
Prepaid and other expenses | 523,788 | 309,818 | |
Intangible assets acquired | 43,500 | 43,500 | |
Prepaid professional fees | 95,000 | ||
Security deposit | 47,380 | 34,103 | |
Various prepaid expense | 325,777 | 61,994 | |
Other assets | 12,131 | 57,894 | |
Prepaid derivative assets | 64,395 | ||
Other receivables | 47,932 | ||
Unrealized gain on investments | 1,503,649 | 15,433 | |
Impairment of securities | 50,000 | ||
Grant costs expensed | 2,836,876 | 2,312,857 | |
Grant drawdowns | 2,954,208 | 2,465,032 | |
Research and development costs, gross | 3,482,386 | 2,660,942 | |
Patent and licensing legal and filing fees and costs | 107,925 | $ 259,246 | |
Revolving Credit Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Revolving credit, maximum borrowing capacity | $ 2,000,000 | ||
Deposits | 2,020,189 | ||
Maturity date | Jul. 26, 2024 | ||
Variable rate | 2.25% | ||
Interest rate | 7.75% | ||
Credit non-usage fee | $ 5,000 | ||
Outstanding indebtedness | 0 | ||
Interest payable | 0 | ||
SAFE [Member] | |||
Short-Term Debt [Line Items] | |||
Impairment of securities | $ 100,000 |
Schedule of Long-lived Assets a
Schedule of Long-lived Assets and Total Assets by Segment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 3,186,609 | $ 2,034,376 |
Total assets | 42,985,279 | 25,701,071 |
Broker Dealer & Intellectual Property Service [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 113,114 | |
Total assets | 15,038,602 | 4,737,137 |
Technology Development [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 2,344,895 | 1,216,418 |
Total assets | 3,558,509 | 2,685,277 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 728,600 | 817,958 |
Total assets | 24,388,168 | $ 18,278,277 |
Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | ||
Total assets |
Schedule of Statement of Operat
Schedule of Statement of Operation by Segment (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating income (loss): | ||||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | $ 1,503,649 | $ 15,433 | ||
Realized loss on investment securities (from our licensed broker dealer) | 8 | (7) | ||
Fee income (from our licensed broker dealer) | 4,233,120 | 1,115,001 | ||
Impairment loss | (50,000) | |||
Other operating income | 308,250 | 88,539 | ||
Total operating income, net | 5,995,027 | 1,218,966 | ||
General and administrative costs: | ||||
Compensation | 8,627,022 | 2,822,693 | ||
Operating expense, related party | 1,123,401 | 1,107,313 | ||
Professional fees | 1,695,017 | 1,653,760 | ||
Information technology | 602,393 | 348,621 | ||
Clearing and other charges | 389,963 | 16,112 | ||
General and administrative-other | 1,532,197 | 1,024,697 | ||
Total general and administrative costs | 13,969,993 | 6,973,196 | ||
Research and development costs | 528,178 | 348,085 | ||
Total operating costs | 14,498,171 | 7,321,281 | ||
Net operating loss | (8,503,144) | (6,102,315) | ||
Other income: | ||||
Less: interest expense | ||||
Less: Change in fair value of SAFE | ||||
Interest income (from U.S Treasury Bills) | 919,345 | 227,249 | ||
Income (loss) before income taxes | (7,583,799) | (5,875,066) | ||
Income tax expense | 127,918 | |||
Net loss | $ (209,182) | $ (5,665,884) | (7,711,717) | (5,875,066) |
Less net loss attributable to non-controlling interests | (742,900) | (561,013) | ||
Net loss attributable to MDB Capital Holdings, LLC | (6,968,817) | (5,314,053) | ||
Broker Dealer & Intellectual Property Service [Member] | ||||
Operating income (loss): | ||||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | 1,503,649 | 15,433 | ||
Realized loss on investment securities (from our licensed broker dealer) | 8 | (7) | ||
Fee income (from our licensed broker dealer) | 4,233,120 | 1,115,001 | ||
Impairment loss | (50,000) | |||
Other operating income | 237,481 | 88,539 | ||
Total operating income, net | 5,924,258 | 1,218,966 | ||
General and administrative costs: | ||||
Compensation | 2,830,702 | 1,628,741 | ||
Operating expense, related party | 904,004 | 974,396 | ||
Professional fees | 440,123 | 831,532 | ||
Information technology | 491,352 | 313,789 | ||
Clearing and other charges | 389,963 | 16,112 | ||
General and administrative-other | 365,158 | 309,919 | ||
Total general and administrative costs | 5,421,302 | 4,074,489 | ||
Research and development costs | ||||
Total operating costs | 5,421,302 | 4,074,489 | ||
Net operating loss | 502,956 | (2,855,523) | ||
Other income: | ||||
Less: interest expense | 123,382 | |||
Less: Change in fair value of SAFE | ||||
Interest income (from U.S Treasury Bills) | 115,604 | 38,861 | ||
Income (loss) before income taxes | 495,178 | (2,816,662) | ||
Income tax expense | 22,091 | |||
Net loss | 473,087 | (2,816,662) | ||
Less net loss attributable to non-controlling interests | ||||
Net loss attributable to MDB Capital Holdings, LLC | 473,087 | (2,816,662) | ||
Technology Development [Member] | ||||
Operating income (loss): | ||||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | ||||
Realized loss on investment securities (from our licensed broker dealer) | ||||
Fee income (from our licensed broker dealer) | ||||
Impairment loss | ||||
Other operating income | 70,769 | |||
Total operating income, net | 70,769 | |||
General and administrative costs: | ||||
Compensation | 596,174 | 408,162 | ||
Operating expense, related party | ||||
Professional fees | 436,339 | 235,033 | ||
Information technology | 21,803 | 18,552 | ||
Clearing and other charges | ||||
General and administrative-other | 284,494 | 322,838 | ||
Total general and administrative costs | 1,338,810 | 984,585 | ||
Research and development costs | 528,178 | 348,085 | ||
Total operating costs | 1,866,988 | 1,332,670 | ||
Net operating loss | (1,796,219) | (1,332,670) | ||
Other income: | ||||
Less: interest expense | ||||
Less: Change in fair value of SAFE | 200,000 | |||
Interest income (from U.S Treasury Bills) | 100 | 98 | ||
Income (loss) before income taxes | (1,996,119) | (1,332,572) | ||
Income tax expense | 105,827 | |||
Net loss | (2,101,946) | (1,332,572) | ||
Less net loss attributable to non-controlling interests | (742,900) | (561,013) | ||
Net loss attributable to MDB Capital Holdings, LLC | (1,359,046) | (771,559) | ||
Other [Member] | ||||
Operating income (loss): | ||||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | ||||
Realized loss on investment securities (from our licensed broker dealer) | ||||
Fee income (from our licensed broker dealer) | ||||
Impairment loss | ||||
Other operating income | ||||
Total operating income, net | ||||
General and administrative costs: | ||||
Compensation | 5,200,146 | 785,790 | ||
Operating expense, related party | 219,397 | 132,917 | ||
Professional fees | 818,555 | 587,195 | ||
Information technology | 89,238 | 16,280 | ||
Clearing and other charges | ||||
General and administrative-other | 882,545 | 391,940 | ||
Total general and administrative costs | 7,209,881 | 1,914,122 | ||
Research and development costs | ||||
Total operating costs | 7,209,881 | 1,914,122 | ||
Net operating loss | (7,209,881) | (1,914,122) | ||
Other income: | ||||
Less: interest expense | ||||
Interest income (from U.S Treasury Bills) | 803,641 | 188,290 | ||
Income (loss) before income taxes | (6,406,240) | (1,725,832) | ||
Income tax expense | ||||
Net loss | (6,406,240) | (1,725,832) | ||
Less net loss attributable to non-controlling interests | ||||
Net loss attributable to MDB Capital Holdings, LLC | (6,406,240) | $ (1,725,832) | ||
Eliminations [Member] | ||||
Operating income (loss): | ||||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | ||||
Realized loss on investment securities (from our licensed broker dealer) | ||||
Fee income (from our licensed broker dealer) | ||||
Impairment loss | ||||
Other operating income | ||||
Total operating income, net | ||||
General and administrative costs: | ||||
Compensation | ||||
Operating expense, related party | ||||
Professional fees | ||||
Information technology | ||||
Clearing and other charges | ||||
General and administrative-other | ||||
Total general and administrative costs | ||||
Research and development costs | ||||
Total operating costs | ||||
Net operating loss | ||||
Other income: | ||||
Less: interest expense | 123,382 | |||
Less: Change in fair value of SAFE | 200,000 | |||
Interest income (from U.S Treasury Bills) | ||||
Income (loss) before income taxes | 323,382 | |||
Income tax expense | ||||
Net loss | 323,382 | |||
Less net loss attributable to non-controlling interests | ||||
Net loss attributable to MDB Capital Holdings, LLC | $ 323,382 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Schedule of Equity and Non-Cont
Schedule of Equity and Non-Controlling Interests (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Invizyne net loss | $ (6,968,817) | $ (5,314,053) |
Net loss non-controlling interest | (742,900) | (561,013) |
Prior period balance | 468,665 | |
Ownership change of non-controlling interest | 502,930 | |
Ending period balance | 7,250 | 468,665 |
Invizyne [Member] | ||
Invizyne net loss | $ (1,901,946) | $ (1,332,572) |
Weighted average non-controlling percentage | 39.06% | 42.10% |
Net loss non-controlling interest | $ (742,900) | $ (561,013) |
Prior period balance | 468,665 | 522,169 |
Stock-based compensation | 281,485 | 218,355 |
Ownership change of non-controlling interest | 289,154 | |
Ending period balance | $ 7,250 | $ 468,665 |
Equity and Non-Controlling In_3
Equity and Non-Controlling Interests (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Capital infusions | $ 0 | $ 1,355,070 |
Invizyne [Member] | ||
Class of Stock [Line Items] | ||
Equity interest rate | 60.94% | 59% |
Invizyne [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Ownership interest rate | 60.94% | 56.40% |
Non-controlling interest rate | 39.06% | 43.60% |
Invizyne [Member] | Minimum [Member] | ||
Class of Stock [Line Items] | ||
Ownership interest rate | 59% | 59% |
Non-controlling interest rate | 41% | 41% |
Invizyne [Member] | Weighted Average [Member] | ||
Class of Stock [Line Items] | ||
Ownership interest rate | 39.54% | 42.10% |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, shares, issued | 4,295,632 | 2,628,966 |
Common stock, shares, outstanding | 4,295,632 | 2,628,966 |
Voting rights | one vote per share | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares, issued | 5,000,000 | |
Common stock, shares, outstanding | 5,000,000 | 5,000,000 |
Voting rights | five votes per share |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Share, Stock option outstanding at beginning | 1,067,356 | 1,067,356 | |
Weighted Average Exercise Price, Stock option outstanding at beginning | $ 1.22 | $ 1.22 | |
Weighted Average Remaining Contractual Life (in Years), Stock options outstanding | 5 years 9 months 7 days | 5 years 29 days | 6 years 29 days |
Number of Share, Granted | 1,018,012 | ||
Weighted Average Exercise Price, Granted | $ 1.66 | ||
Number of Share, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Share, Expired | |||
Weighted Average Exercise Price, Expired | |||
Weighted Average Remaining Contractual Life (in Years), Granted | 6 years 11 months 4 days | ||
Number of Share, Stock option outstanding at ending | 2,085,359 | 1,067,356 | 1,067,356 |
Weighted Average Exercise Price, Stock option outstanding at ending | $ 1.43 | $ 1.22 | $ 1.22 |
Number of Share, Stock option exercisable | 636,478 | 409,158 | |
Weighted Average Exercise Price, Stock option exercisable | $ 1.43 | $ 1.22 | |
Weighted Average Remaining Contractual Life (in Years), Stock options exercisable | 5 years 9 months 7 days | 5 years 29 days |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Unit Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Time Based [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted Stock Units, Beginning | ||
Weighted Average Grant Date Fair Value, Beginning | ||
Number of Restricted Stock Units, Granted | 3,675,000 | |
Weighted Average Grant Date Fair Value, Granted | $ 10 | |
Number of Restricted Stock Units, Exercised | ||
Weighted Average Grant Date Fair Value, Exercised | ||
Number of Restricted Stock Units, Expired | ||
Weighted Average Grant Date Fair Value, Expired | ||
Number of Restricted Stock Units, Ending | 3,675,000 | |
Weighted Average Grant Date Fair Value, Ending | $ 10 | |
Number of Restricted Stock Units, Restricted stock | ||
Weighted Average Grant Date Fair Value, Restricted stock | ||
Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Restricted Stock Units, Beginning | ||
Weighted Average Grant Date Fair Value, Beginning | ||
Number of Restricted Stock Units, Granted | 2,000,000 | |
Weighted Average Grant Date Fair Value, Granted | $ 7.91 | |
Number of Restricted Stock Units, Exercised | ||
Weighted Average Grant Date Fair Value, Exercised | ||
Number of Restricted Stock Units, Expired | ||
Weighted Average Grant Date Fair Value, Expired | ||
Number of Restricted Stock Units, Ending | 2,000,000 | |
Weighted Average Grant Date Fair Value, Ending | $ 7.91 | |
Number of Restricted Stock Units, Restricted stock | ||
Weighted Average Grant Date Fair Value, Restricted stock |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) | 5 Months Ended | 12 Months Ended | ||||||
Nov. 01, 2023 USD ($) $ / shares shares | May 01, 2023 USD ($) $ / shares shares | Apr. 19, 2022 shares | Mar. 28, 2022 $ / shares shares | Sep. 21, 2022 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Feb. 01, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock options granted | shares | 1,018,012 | |||||||
Granted exercise price | $ / shares | $ 1.66 | |||||||
Exercisable term | 5 years 9 months 7 days | 5 years 29 days | ||||||
Stock-based compensation | $ | $ 4,412,741 | $ 218,355 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Restricted stock units, granted | shares | 201,633 | 2,000,000 | 483,432 | 3,675,000 | ||||
Restricted stock units, per share | $ / shares | $ 1.66 | $ 1.22 | ||||||
Unrecognized stock-based compensation | $ | $ 333,852 | 33,865,462 | 788,705 | |||||
Restricted stock units, description | These units will vest when 20% of the 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 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 will fully vest | |||||||
Restricted Stock Units (RSUs) [Member] | Common Class A [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Restricted stock units, description | These units will vest when 20% of the one-half of the total number of RSUs, by each individual person, on the thirteenth (13) month anniversary of the listing of the Class A Shares on a United States national exchange, October 20, 2024. 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 (z) 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 | |||||||
Performance Or Market Vested Restricted Stock Units RSU [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Estimated unrecognized compensation expense | $ | 16,000,000 | |||||||
Subsequent Event [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock dividend rate | 1.0775673 | |||||||
Invizyne [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | $ 281,538 | $ 216,503 | ||||||
2020 Equity Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Increase in grants of shares | shares | 3,116,351 | |||||||
Stock options granted | shares | 914,130 | 103,880 | 636,478 | |||||
Granted exercise price | $ / shares | $ 1.66 | $ 1.66 | $ 1.43 | |||||
Exercisable term | 7 years | 7 years | ||||||
Stock options vested term | 5 years | 5 years | ||||||
Fair value common stock price per share | $ / shares | $ 1.66 | $ 1.66 | ||||||
Fair value assumptions exercise price per share | $ / shares | $ 1.66 | $ 1.66 | ||||||
Fair value assumptions expected term | 5 years | 5 years | ||||||
Fair value assumptions contractual life | 7 years | 7 years | ||||||
Fair value assumptions risk free interest rate | 4.67% | 3.64% | ||||||
Fair value assumptions expected volatility rate | 144.94% | 121.70% | ||||||
Annual dividends | $ | $ 0 | $ 0 | ||||||
Aggregate intrinsic value, per share | $ / shares | $ 0 | |||||||
Contractual term | 5 years 9 months 7 days | |||||||
Unrecognized stock-based compensation | $ | $ 1,879,969 | |||||||
2020 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Restricted stock units, granted | shares | 1,877,664 |
Schedule of Basic and Fully Dil
Schedule of Basic and Fully Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares outstanding - basic | 3,099,285 | 1,522,923 |
Weighted average shares outstanding - diluted | 3,099,285 | 1,522,923 |
Net loss per share - basic | $ (1.04) | $ (1.20) |
Net loss per share - diluted | $ (1.04) | $ (1.20) |
Common Class B [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares outstanding - basic | 5,000,000 | 5,000,000 |
Weighted average shares outstanding - diluted | 5,000,000 | 5,000,000 |
Net loss per share - basic | $ (0.75) | $ (0.70) |
Net loss per share - diluted | $ (0.75) | $ (0.70) |
Common Stock [Member] | Common Class A [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss attributable to MDB Capital Holdings, LLC | $ (3,220,381) | $ (1,831,240) |
Weighted average shares outstanding - basic | 3,099,285 | 1,522,923 |
Weighted average shares outstanding - diluted | 3,099,285 | 1,522,923 |
Net loss per share - basic | $ (1.04) | $ (1.20) |
Net loss per share - diluted | $ (1.04) | $ (1.20) |
Common Stock [Member] | Common Class B [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss attributable to MDB Capital Holdings, LLC | $ (3,748,436) | $ (3,482,813) |
Weighted average shares outstanding - basic | 5,000,000 | 5,000,000 |
Weighted average shares outstanding - diluted | 5,000,000 | 5,000,000 |
Net loss per share - basic | $ (0.75) | $ (0.70) |
Net loss per share - diluted | $ (0.75) | $ (0.70) |
Earnings Per Share (Details Nar
Earnings Per Share (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 shares | |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive shares | 18,477 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) ft² | Jul. 22, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||
Related party expenses | $ 1,123,401 | $ 1,107,313 | |
Operating expenses | 14,498,171 | $ 7,321,281 | |
Area of land | ft² | 1,300 | ||
Monthly charge | $ 1,600 | ||
Cash distribution | $ 2,723,700 | ||
ENDRA [Member] | |||
Related Party Transaction [Line Items] | |||
Operating expenses | $ 16,665 | ||
Patent Vest Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Investment ownership percentage | 100% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Loss Contingencies [Line Items] | ||
Sale of equity securities | $ 697,246 | |
Investment securities at fair value | 632,851 | |
Change in fair value | 64,395 | |
Net capital | $ 7,081,449 | $ 2,836,889 |
Aggregate indebtedness net capital amount | $ 3,372,465 | |
Percentage of aggregate indebtedness | 0.0667 | |
Aggregate indebtedness calculated amount | $ 224,831 | |
Invizyne [Member] | ||
Loss Contingencies [Line Items] | ||
Equity interests percentage | 60.94% | 59% |
Funding Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Maximum amount funded | $ 5,000,000 | $ 5,000,000 |
Purchase of shares | shares | 5,000,000 | |
Cash fee percentage | 10% | |
Purchase of warrants | shares | 197,628 | |
Warrants vested | shares | 197,628 | 197,628 |
Funding Agreement [Member] | Invizyne [Member] | ||
Loss Contingencies [Line Items] | ||
Investment funded | $ 3,644,930 | |
Equity interests percentage | 60.94% | 59% |
Depository Trust Clearing Corporation [Member] | ||
Loss Contingencies [Line Items] | ||
Maximum amount funded | $ 5,000,000 | |
Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Net capital | $ 250,000 | $ 250,000 |
Other commitments, description | 0.46 to 1 | |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Other commitments, description | 15 to 1 | |
Public Ventures [Member] | ||
Loss Contingencies [Line Items] | ||
Net capital | $ 7,331,449 | $ 3,086,889 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Employer contribution | $ 380,614 | $ 317,966 |
Exclusive License Agreement (_2
Exclusive License Agreement (Invizyne) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Payments for licensed products | $ 250,000 | |
Cumulative net sales | $ 1,000,000 | |
License Agreement [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued during period shares | 499,377 | |
Repayment for sale of equity securities | $ 5,000,000 | $ 5,000,000 |
Second [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Payments for licensed products | 350,000 | |
Cumulative net sales | $ 2,000,000 |
Schedule of Operating Lease Cos
Schedule of Operating Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Right-of-use assets | $ 2,320,119 | $ 1,409,732 |
Operating lease liabilities | $ 2,415,889 | $ 1,423,538 |
Weighted average remaining lease term in years | 5 years 3 months 29 days | 5 years 6 months 29 days |
Weighted average discount rate | 7.40% | 6.53% |
Cash paid for amounts included in the measurement of lease liabilities | $ 206,837 | $ 147,661 |
Right-of-use assets obtained in exchange for lease liabilities | 1,018,002 | 813,003 |
Operating lease cost | 146,836 | 123,898 |
Short-Term Lease, Cost | 275,589 | 37,569 |
Total operating lease costs | $ 422,425 | $ 161,467 |
Schedule of Future payments Due
Schedule of Future payments Due Under Operating Lease (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 491,624 | |
2025 | 503,684 | |
2026 | 516,001 | |
2027 | 528,586 | |
2028 and thereafter | 993,274 | |
Total | 3,033,169 | |
Less effects of discounting | (617,280) | |
Total operating lease liability | $ 2,415,889 | $ 1,423,538 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | ||||
Apr. 03, 2023 | Oct. 31, 2023 | Oct. 30, 2023 | Apr. 30, 2023 | Jul. 01, 2022 | |
Leases | |||||
Initial rent, per month | $ 14,371 | $ 13,277 | $ 12,556 | ||
Base rent, per month | $ 16,747 | $ 15,391 | $ 13,937 | ||
Annual operating cost increase percentage | 2.50% | 3% | |||
Extension term of lease | 12 months | ||||
Lease term | 60 months | 91 months | |||
Option to extend | option to extend for 60 additional months. |
Schedule of Income Taxes Expens
Schedule of Income Taxes Expenses (benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 105,827 | |
State | 22,091 | |
Federal | ||
State | ||
Total | $ 127,918 |
Schedule of Federal Statutory T
Schedule of Federal Statutory Tax Rate to The Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
State, net of federal tax benefit | 1.27% | 1.90% |
Income/loss excluded from nontaxable entities | (1.81%) | 0.90% |
Permanent differences | (0.17%) | 0% |
Return-to-provision adjustments | 1.22% | 0% |
Other | 1.35% | (0.10%) |
Valuation allowance | (24.54%) | (23.70%) |
Effective rate | (1.69%) | 0% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Start-up expenditures | $ 15,054 | $ 306,187 |
Sec 174 – Research and development costs | 1,099,590 | 82,509 |
Investment securities | 7,427 | |
Stock compensation | 1,062,471 | 55,537 |
Lease liability | 619,900 | |
Intercompany warrants | 89,769 | |
Warrants | 67,366 | |
Bonus expense | 201,026 | |
Charitable contribution carryforwards | 1,158 | |
Impairment expense | 10,500 | |
Net operating loss carryforwards | 1,828,404 | 1,560,414 |
Property and equipment principally due to differences in depreciation | 4,270 | |
Valuation allowance | (3,938,152) | (2,106,113) |
Deferred tax assets | 967,316 | |
Deferred tax liabilities: | ||
Property and equipment principally due to differences in depreciation | (89,083) | |
Right-of-use asset | (598,370) | |
Investment securities | (279,863) | |
Deferred tax liabilities | (967,316) | |
Other noncurrent assets/(liabilities) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 6,978,436 | |
Operating loss carryforwards, description | carried forward for 20 years | |
Decrease in deferred tax assets valuation allowance | $ 3,938,152 | $ 2,106,113 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Feb. 01, 2024 $ / shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Dividend rate | $ 1.0775673 |