Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 | 262-9010 | |
Title of 12(b) Security | Class A Common Shares, representing Limited Liability Interests | |
Trading Symbol | MDBH | |
Security Exchange Name | NASDAQ | |
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 Common Stock, Shares Outstanding | 4,295,632 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 5,492,612 | $ 6,109,806 |
Cash segregated in compliance with regulations | 2,959,994 | 1,247,881 |
Grants receivable, includes unbilled receivables of $503,777 and $783,520 | 1,111,611 | 882,319 |
Clearing deposits | 703,740 | 260,000 |
Prepaid expenses and other current assets | 494,463 | 523,788 |
Investment securities, at amortized cost (U.S. Treasury Bills) | 21,381,362 | 24,658,611 |
Investment securities, at fair value (held by our licensed broker dealer) (Note 2) | 4,999,237 | 5,771,634 |
Investment securities, at cost less impairment | 200,000 | 200,000 |
Deferred offering cost | 266,945 | 69,303 |
Deferred costs related to deferred revenue | 147,503 | 75,328 |
Property and equipment, net | 946,850 | 866,490 |
Operating lease right-of-use assets, net | 2,235,559 | 2,320,119 |
Total assets | 40,939,876 | 42,985,279 |
LIABILITIES AND EQUITY | ||
Accounts payable | 916,782 | 578,214 |
Accrued expenses | 515,853 | 1,105,078 |
Payables to non-customers | 2,374,132 | 1,405,293 |
Payables to customers | 1,115,663 | |
Deferred grant reimbursement | 133,909 | 140,703 |
Deferred revenue | 20,000 | 20,000 |
Operating lease liabilities | 2,339,955 | 2,415,889 |
Total liabilities | 7,416,294 | 5,665,177 |
Commitments and Contingencies (Note 9) | ||
Equity: | ||
Preferred shares, 10,000,000 authorized shares at no par value; 0 issued and outstanding | ||
Paid-in-capital | 53,075,777 | 49,405,779 |
Accumulated deficit | (19,308,352) | (12,092,927) |
Total MDB Capital Holdings, LLC Members’ equity | 33,767,425 | 37,312,852 |
Non-controlling interest | (243,843) | 7,250 |
Total equity | 33,523,582 | 37,320,102 |
Total liabilities and equity | 40,939,876 | 42,985,279 |
Common Class A [Member] | ||
Equity: | ||
Common stock, value | ||
Common Class B [Member] | ||
Equity: | ||
Common stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Unbilled receivables | $ 503,777 | $ 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 | 4,295,632 |
Common stock, shares outstanding | 4,295,632 | 4,295,632 |
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 | 5,000,000 |
Common stock, shares outstanding | 5,000,000 | 5,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating income (loss): | ||
Unrealized gain (loss) on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | $ (747,268) | $ 54,779 |
Other operating income | 86,879 | 62,212 |
Total operating income (loss), net | (660,389) | 116,991 |
General and administrative costs: | ||
Compensation | 4,892,675 | 872,027 |
Operating expense, related party | 320,292 | 301,702 |
Professional fees | 919,089 | 604,662 |
Information technology | 205,991 | 147,407 |
Clearing and other charges | 2,036 | 10,754 |
General and administrative-other | 669,126 | 304,079 |
Total general and administrative costs | 7,009,209 | 2,240,631 |
Research and development costs, net of grants amounting to $708,700 and $793,540 | 277,582 | 31,592 |
Total operating costs | 7,286,791 | 2,272,223 |
Net operating loss | (7,947,180) | (2,155,232) |
Other income: | ||
Interest income | 337,852 | 187,291 |
Net loss before income taxes | (7,609,328) | (1,967,941) |
Income taxes | ||
Net loss | (7,609,328) | (1,967,941) |
Less net loss attributable to non-controlling interests | (393,903) | (94,193) |
Net loss attributable to MDB Capital Holdings, LLC | $ (7,215,425) | $ (1,873,748) |
Common Class A [Member] | ||
Loss per share attributable to MDB Capital Holdings, LLC: | ||
Net loss per common share - basic | $ (0.78) | $ (0.25) |
Net loss per common share - diluted | $ (0.78) | $ (0.25) |
Weighted average of common shares outstanding - basic | 4,295,632 | 2,628,966 |
Weighted average of common shares outstanding - diluted | 4,295,632 | 2,628,966 |
Common Class B [Member] | ||
Loss per share attributable to MDB Capital Holdings, LLC: | ||
Net loss per common share - basic | $ (0.78) | $ (0.25) |
Net loss per common share - diluted | $ (0.78) | $ (0.25) |
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 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Research and development, Grants | $ 708,700 | $ 793,540 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
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 | ||||
Stock-based compensation | 54,126 | 54,126 | ||||
Net loss | (1,873,748) | (94,193) | (1,967,941) | |||
Balance at Mar. 31, 2023 | 27,764,453 | (6,997,858) | 428,598 | 21,195,193 | ||
Balance, shares at Mar. 31, 2023 | 2,628,966 | 5,000,000 | ||||
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 | ||||
Stock-based compensation | 3,699,998 | 142,810 | 3,812,808 | |||
Net loss | (7,215,425) | (393,903) | (7,609,328) | |||
Balance at Mar. 31, 2024 | $ 53,075,777 | $ (19,308,352) | $ (243,843) | $ 33,523,582 | ||
Balance, shares at Mar. 31, 2024 | 4,295,632 | 5,000,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,609,328) | $ (1,967,941) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized (gain) loss on investment securities, net | 747,268 | (54,779) |
Stock-based compensation | 3,812,809 | 54,126 |
Accretion of investments at amortized cost (U.S Treasury Bills) | (305,047) | (187,291) |
Proceeds from sale of investment securities, at fair value (made by our licensed broker dealer) | 25,129 | 776,281 |
Depreciation of property and equipment | 62,792 | 44,124 |
Deferred costs related to revenue | (72,175) | |
Accretion of deferred grant reimbursement | (13,173) | 12,960 |
Deferred revenue | ||
Change in ROU Asset | 84,560 | 57,070 |
Change in lease liability | (75,934) | (19,286) |
(Increase) decrease in - | ||
Grants receivable | (229,292) | (203,122) |
Prepaid expenses and other current assets | (76,810) | 39,788 |
Clearing deposits | (443,740) | |
Increase (decrease) in - | ||
Accounts payable | 338,567 | 399,405 |
Payables to non-customers | 1,212,595 | |
Payables to customers | 871,907 | |
Accrued expenses | (589,225) | (105,527) |
Net cash used in operating activities | (2,259,097) | (1,154,192) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds of investments securities, at amortized cost (U.S Treasury Bills) | 12,066,207 | |
Purchases of investments securities, at amortized cost (U.S Treasury Bills) | (8,483,911) | |
Deferred grant reimbursement | 6,379 | (48,375) |
Purchases of property and equipment | (143,152) | (6,942) |
Net cash provided by (used in) investing activities | 3,445,523 | (55,317) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Deferred costs of initial public offering | (91,507) | (272,322) |
Net cash used in financing activities | (91,507) | (272,322) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 1,094,919 | (1,481,831) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - BEGINNING OF PERIOD | 7,357,687 | 4,952,624 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - END OF PERIOD | 8,452,606 | 3,470,793 |
Supplemental disclosures of cash flow information: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Ownership change of non-controlling interest | 153,044 | |
Deferred costs of initial public offering | $ 106,135 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows, Supplemental Disclosures - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Cash Flows [Abstract] | ||||
Cash and cash equivalents | $ 5,492,612 | $ 6,109,806 | ||
Cash segregated in compliance with regulations | 2,959,994 | 1,247,881 | ||
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows | $ 8,452,606 | $ 7,357,687 | $ 3,470,793 | $ 4,952,624 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
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 an “administrative” entity whose purpose is to conduct, and to consolidate wherever possible, to consolidate shared services and other 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”), the Depository Trust Company (“DTC”), and the National Securities Clearing Corporation (“NSCC”). Public Ventures is dual clearing, operating as a self-clearing firm and carrying accounts for its customers, and on a fully disclosed basis with a nonrelated FINRA member firm, Interactive Brokers, LLC (“Interactive Brokers”). Interactive Brokers serves as custodian of certain 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 clients and prospective client companies, creates an intellectual property roadmap for client companies, and is also a law firm specializing in patent matters, Invizyne was formed with the business 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 the majority of 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 unaudited condensed consolidated financial statements retroactively reflect the financial statements of the Company and Public Ventures on an unaudited condensed consolidated basis for the periods presented. On January 16, 2022, the Company issued 100,000 On July 1, 2022, the Company made a cash distribution for $ 2,723,700 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 0.001 106,940 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and wholly-owned and majority owned subsidiaries. The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The consolidated balance sheet as of December 31, 2023, and related notes were derived from the audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, the Company’s financial position as of March 31, 2024, the results of operations for the three months ended March 31, 2024 and 2023 and its cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year or any future period. The unaudited condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023. All intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests at March 31, 2024 and 2023, relate to the interests of third parties in the majority 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 does not have a controlling financial interest in this entity, and management has determined PatentVest, S.A. is not a variable interest entity and as such should not be consolidated as it has no ownership interests nor is a variable interest, so has excluded this entity from the Company’s unaudited condensed 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 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. 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, valuing equity instruments issued for services, stock-based compensation and the realization of any deferred tax assets. Emerging Growth Company The Company is an “emerging growth company,” or “EGC” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (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. 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 The Company periodically reviews the financial condition of the financial institutions and assesses the credit risk of such investments. The Company did not experience any credit risk losses during the three-months ended March 31, 2024 and 2023. 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 March 31, 2024, the Company had $ 2,959,994 1,247,881 Clearing Deposits The Company is obligated to maintain security deposits with the DTC and NSCC. At March 31, 2024, these deposits totaled $ 703,740 Prepaid Expenses and Other Current Assets The Company has prepaid and other expenses totaling $ 494,463 43,500 50,000 47,380 312,531 41,052 523,788 43,500 95,000 47,380 325,777 12,131 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 unaudited condensed consolidated balance sheet as of March 31, 2024 and December 31, 2023. 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 and stock options. The MDB and Invizyne issues restricted stock units are measured at the fair market value of the underlying stock at the grant date. The Company recognize stock compensation expense using the straight-line attribution method over the requisite service period for the restricted stock units. The Company’s subsidiary issued stock-option and the fair value is determined utilizing Black-Scholes options-pricing model. The Company account 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 record a liability for the tax withholding to be paid by us 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 March 31, 2024 December 31, 2023 Investment securities, at amortized cost: U.S Treasury Bills $ 21,381,362 $ 24,658,611 Investment securities, at amortized cost $ 21,381,362 $ 24,658,611 Broker/Dealer Securities Schedule of Investment Securities Broker Dealer March 31, 2024 December 31, 2023 Investment securities, at fair value: Common stock of publicly traded companies $ 2,389,011 $ 2,603,579 Warrants of publicly traded companies 2,610,226 3,168,055 Investment securities, at fair value $ 4,999,237 $ 5,771,634 Non-Broker/Dealer Securities Schedule of Investment Securities Non Broker Dealer March 31, 2024 December 31, 2023 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, net unrealized loss of $ 747,268 54,779 The amortized cost, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2024 and December 31, 2023 are as follows: Schedule of Amortized Cost, Unrealized Holding Loss and Fair Value of Held to Maturity Securities Amortized Cost as of March 31, 2024 Gross Unrealized Gains Gross Unrealized Losses Fair Value (Level 1) as of March 31, 2024 U.S Treasury Bills maturing 04/04/24, 04/18/24, 04/23/24 and 6/11/24 $ 21,381,362 $ 1,035 $ - $ 21,382,397 Total assets $ 21,381,362 $ 1,035 $ - $ 21,382,397 Amortized Cost as of December 31, 2023 Gross Unrealized Gains Gross Unrealized Losses Fair Value (Level 1) as of December 31, 2023 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 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. As of the unaudited condensed consolidated balance sheets date, certain investment securities are required to be recorded at fair value with the change in fair value during the period being recorded as an unrealized gain or loss. As of March 31, 2024 and December 31, 2023, the estimated fair values of investment securities, at amortized cost were not materially different from their carrying values as presented on the unaudited condensed consolidated balance sheets. This is primarily attributed to the short-term maturities of these instruments. Investment securities, at amortized cost: The fair value of U.S. Treasury Bills classified as held-to-maturity investment securities is based on the market price and is classified as level 1 of the fair value hierarchy. A description of the valuation techniques applied to the Company’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows: Investment securities: Public equity securities are assessed for valuation at the close of each month. Warrants are valued using the Black-Scholes model, which considers the stock price at the date of the valuation, the warrants strike price, the term to expiry, the risk-free rate of return, and the expected volatility of the underlying stock. Investment securities, at cost less impairment: Non-public equity securities and simple agreements for future equity are valued based on the initial investment, less impairment. The Company determined that no impairment was warranted. Since these securities are not actively traded, we will apply valuation adjustments when they become available, and they are categorized in level 3 of the fair value hierarchy. The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 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 $ 2,389,011 $ - $ - $ 2,389,011 Investment Securities (held by our licensed broker dealer) Warrants - 17,680 2,592,546 2,610,226 Total assets measured at fair value (held by our licensed broker dealer) $ 2,389,011 $ 17,680 $ 2,592,546 $ 4,999,237 During the three months ended March 31, 2024, the Company did not have any transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy. Reconciliation of fair value measurements categorized within Level 3 of the fair value hierarchy: Schedule of Reconciliation of Fair Value Measurements Within Level 3 of Fair Value Hierarchy December 31, 2023 $ 3,133,458 Receipt from investment banking fees - Realized gains - Unrealized losses (540,912 ) Sales or distribution Purchases - March 31, 2024 $ 2,592,546 Ending Balance $ 2,592,546 The following table presents information about significant unobservable inputs related to material components of Level 3 warrants as of March 31, 2024. Schedule of Significant Unobservable Inputs Related to Material Components of Level 3 Warrants Assets Fair Value Valuation Techniques Significant Unobservable Inputs Range of Inputs Weighted-Average Warrants $ 2,592,546 Black Scholes Volatility 96.26 106.28 % 99.60 % 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: Assets Classification Level 1 Level 2 Level 3 Total Investment Securities (held by our licensed broker dealer) Equity securities - $ 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 Reconciliation of fair value measurements categorized within Level 3 of the 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 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. 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 March 31, 2024, there is $ 2,037,845 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 March 31, 2024, 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 statements 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 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 March 31, 2024 and December 31, 2023, respectively: Schedule of Property And Equipment March 31, 2024 December 31, 2023 Laboratory equipment $ 1,030,004 $ 885,696 Furniture and fixtures 54,338 49,838 Developed software 107,458 113,114 Leasehold improvements 279,161 279,161 Total property and equipment 1,470,961 1,327,809 Less: Accumulated depreciation (524,111 ) (461,319 ) Property and equipment, net $ 946,850 $ 866,490 Revenue The Company generates revenue primarily from providing brokerage services and investment banking services through Public Ventures. PatentVest and Invizyne have had limited financial activity during the three-months ended March 31, 2024 and 2023, respectively. Brokerage revenues consist of (a) 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 are recorded effective as of the trade date. The costs are treated as fulfillment costs and are recorded in operating expenses in the unaudited condensed consolidated statements of operations. Brokerage revenue is measured by the transaction price, which is defined as the amount of consideration that Public Ventures expects to receive in exchange for services to customers. The transaction price is adjusted for estimates of known or expected variable consideration based upon the individual contract terms. Variable consideration is recorded as a reduction to revenue based on amounts that Public Ventures expects to refund back to the customer. There were no variable considerations for the three-months ended March 31, 2024, and 2023, respectively. Investment banking revenues consist of private placement fees. Public Ventures 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 March 31, 2024, the Company did not have any contract assets or liabilities related to these revenues on its unaudited condensed consolidated balance sheets. Private placement fees are related to non-underwritten transactions such as private placements of equity securities, private investments in public equity, and Rule 144A private offerings and are recorded on the closing date of the transaction. Client reimbursements for costs associated for private placement fees are recorded gross within investment banking and various expense captions, excluding compensation. The Company typically receives payments on private placements transactions at the completion of the contract. The Company views the majority of placement fees as a single performance obligation that is satisfied when the transaction is complete, and the revenue is recognized at that point in time. Taxes and regulatory fees assessed by a government authority or agency that are both imposed on and concurrent with a specified revenue-producing transaction, which are collected by Public Ventures from a customer, are excluded from revenue and recorded against general and administrative expenses. 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 entre contract or a portion of the contract. When performance obligations are combined into a single contract, PatentVest utilize 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 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. Patent Vest’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, 2022 $ - Amounts billed but not recognized - Revenue recognized - Balance as of March 31, 2023 - Amounts billed but not recognized 100,000 Revenue recognized 80,000 Balance as of December 31, 2023 20,000 Amounts billed but not recognized - Revenue recognized - Balance as of March 31, 2024 $ 20,000 During the three-months ended March 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. Research Grants Invizyne receives grant reimbursements, which are offset against research and development expenses in the unaudited condensed consolidated statements of operations. In addition to actual reimbursements, Invizyne also receives indirect expense grants (which are not reimbursement-based) and fees (typically of minor significance). It is important to note that there may be instances where the grants received for indirect costs exceed the actual costs, resulting in a negative impact. For capitalized assets, grant reimbursements are recognized over the useful life of the assets. Any portion of the grant not yet recognized is recorded as deferred grant reimbursements and included as a liability in the unaudited condensed consolidated balance sheet. Grants that operate on a reimbursement basis are recognized on the accrual basis and are offsets to expenses to the extent of disbursements and commitments that are reimbursable for allowable expenses incurred as of March 31, 2024 and 2023, and respectively, expected to be received from funding sources in the subsequent year. Management considers such receivables at March 31, 2024 and 2023, 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 unaudited condensed consolidated financial statements. Summary of grants receivable activity for the three-months ended March 31, 2024 and 2023, is presented below: Summary of Grants Receivable Activity 2024 2023 Balance at beginning of period $ 882,319 $ 809,532 Grant costs expensed 674,158 766,867 Grants for equipment purchased 6,379 - Grant fees 28,163 26,673 Grant funds received (479,408 ) (590,418 ) Balance at end of period $ 1,111,611 $ 1,012,654 Invizyne has received 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 unaudited condensed consolidated statements of operations. For the three-months ended March 31, 2024 and 2023, respectively, grants amounting to $ 674,158 766,867 708,700 793,540 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 three-months ended March 31, 2024 and 2023, research and development costs prior to offset of the grants amounted to $ 986,282 825,132 Patent and Licensing Legal and Filing Fees and Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the research efforts and related patent applications, all patent and licensing legal and filing fees and costs related to the development and protection of its intellectual property are charged to operations as incurred. Patent and licensing legal and filing fees and costs were $ 73,297 34,420 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
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 statements of operations and the balance sheets. The Company currently operates in two reportable segments: in the broker dealer and intellectual property service segment as well as in the technology development segment. The broker dealer and 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 company 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 March 31, 2024: Schedule of Long-lived Assets and Total Assets by Segment ASSETS Broker Technology Other Eliminations Consolidated Long-lived assets $ 107,458 $ 2,367,496 $ 707,455 $ - $ 3,182,409 Total assets $ 16,301,072 $ 4,005,204 $ 20,633,600 $ - $ 40,939,876 The following sets forth statements of operations by segment for the three-months March 31, 2024: 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) $ (747,268) $ - $ - $ - $ (747,268) Other operating income 86,879 - - - 86,879 Total operating income, net (660,389) - - - (660,389) Operating costs: General and administrative costs: Compensation 679,907 390,043 3,822,725 - 4,892,675 Operating expense, related party 243,876 - 76,416 - 320,292 Professional fees 145,907 256,563 516,619 - 919,089 Information technology 180,914 3,891 21,186 - 205,991 Clearing and other charges 2,036 - - - 2,036 General and administrative-other 218,936 80,378 369,812 - 669,126 General and administrative costs 1,471,576 730,875 4,806,758 - 7,009,209 Research and development costs - 277,582 - - 277,582 Total operating costs 1,471,576 1,008,457 4,806,758 - 7,286,791 Net operating income (loss) (2,131,965 ) (1,008,457 ) (4,806,758 ) - (7,947,180 ) Other income and expense: Less: interest expense 110,625 - - 110,625 - Interest income 52,459 - 285,393 - 337,852 Income (loss) before income taxes (2,190,131 ) (1,008,457 ) (4,521,365 ) 110,625 (7,609,328 ) Income tax expense - - - - - Net income (loss) (2,190,131 ) (1,008,457 ) (4,521,365 ) 110,625 (7,609,328 ) Less net loss attributable to non-controlling interests - (393,903 ) - - (393,903 ) Net loss attributable to MDB Capital Holdings, LLC $ (2,190,131 ) $ (614,554 ) $ (4,521,365 ) $ 110,625 $ (7,215,425 ) The following sets forth the long-lived assets and total assets by segment at December 31, 2023: ASSETS Broker Technology Other 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 statements of operations by segment for the three-months ended March 31, 2023: Broker Technology Other Consolidated Operating income: Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) $ 54,779 $ - $ - $ 54,779 Other operating income 3,053 59,159 - 62,212 Total operating income, net 57,832 59,159 - 116,991 Operating costs: General and administrative costs: Compensation 546,801 31,536 293,690 872,027 Operating expense, related party 258,453 - 43,249 301,702 Professional fees 165,812 181,707 257,143 604,662 Information technology 121,876 9,826 15,705 147,407 Clearing and other charges 10,754 - - 10,754 General and administrative-other 108,993 45,734 149,352 304,079 General and administrative costs 1,212,689 268,803 759,139 2,240,631 Research and development costs - 31,592 - 31,592 Total operating costs 1,212,689 300,395 759,139 2,272,223 Net operating loss (1,154,857 ) (241,236 ) (759,139 ) (2,155,232 ) Other income: Interest income 28,362 86 158,843 187,291 Loss before income taxes (1,126,495 ) (241,150 ) (600,296 ) (1,967,941 ) Income (loss) before income taxes (1,126,495 ) (241,150 ) (600,296 ) (1,967,941 ) Income tax expense - - - - Net loss (1,126,495 ) (241,150 ) (600,296 ) (1,967,941 ) Less net loss attributable to non-controlling interests - (94,193 ) - (94,193 ) Net loss attributable to MDB Capital Holdings, LLC $ (1,126,495 ) $ (146,957 ) $ (600,296 ) $ (1,873,748 ) |
Equity and Non-Controlling Inte
Equity and Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2024 | |
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 Class B common shares – 5,000,000 5,000,000 Non-Controlling Interests During the three-months ended March 31, 2024, the ownership interest in Invizyne was 60.94 39.06 60.94 39.06 The NCI ownership will be equal to the NCI percentage as of the reporting period. Therefore, there will be a redistribution of equity between MDB and the Non-controlling interest owner. As of March 31, 2024 and 2023, the Company’s equity interest in Invizyne was 60.94 60.94 Schedule of Equity and Non-Controlling Interests For the Three Months Ended March 31, 2024 2023 Invizyne net loss $ (1,008,457 ) $ (241,150 ) Weighted average non-controlling percentage 39.06 % 39.06 % Net loss non-controlling interest $ (393,903 ) $ (94,193 ) Prior period balance 7,250 468,665 Stock-based compensation 142,810 54,126 Ending period balance $ (243,843 ) $ 428,598 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 and 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation MDB stock-based compensation 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 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. These RSUs were granted to officers, directors, employees, and contractors. 1,107,521 34,302,984 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. Class A Share have traded in the market since September 20, 2023. The RSUs will vest once 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 from 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 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. 1,107,521 13,465,761 A summary of restricted stock unit activity during the three-months ended March 31, 2024 and 2023 is presented below: Summary of Restricted Stock Unit, Time-Based and Performance-Based Activity Time-Based Performance-Based Number of Restricted Stock Units Weighted Average Grant Date Fair Value Number of Restricted Stock Units Weighted Average Grant Date Fair Value Restricted stock units outstanding at March 31, 2023 3,675,000 $ 10.00 2,000,000 $ 7.91 Granted - - - - Exercised - - - - Expired - - - - Restricted stock units outstanding at December 31, 2023 3,675,000 $ 10.00 2,000,000 $ 7.91 Granted - - - - Exercised - - - - Expired - - - - Restricted stock units outstanding at March 31, 2024 3,675,000 $ 10.00 2,000,000 $ 7.91 Restricted stock units at March 31, 2023 - $ - - $ - Restricted stock units at March 31, 2024 - $ - - $ - Invizyne 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 On November 1, 2023, stock options to purchase 914,129 1.66 7 5 1.66 1.66 5 7 4.67 144.94 0 On February 1, 2024, stock options to purchase 311,636 shares of Common Stock were granted at an exercise price of $ 1.66 per share, which was equal to the fair value of the Common Stock on the date of grant and are exercisable for a period of 7 years. The stock options vest ratably over a period of 5 years. The inputs used to determine the fair value was Common Stock price of $ 1.66 , option exercise price of $ 1.66 , expected life in years of 5 years, with a contract life of 7 years, risk-free rate of 4.20 %, expected annual volatility of 95.85 %, and annual rate of dividends of $ 0 . As of March 31, 2024 stock options to purchase 695,035 1.46 0.00 5.55 142,810 54,126 2,145,319 A summary of stock option activity during the three months ended March 31, 2024 and 2023 is presented below: Schedule of Stock Option Activity Number of Shares Weighted Average Exercise Price Weighted Stock options outstanding at January 1, 2023 1,067,356 $ 1.22 4.83 Granted - - - Exercised - - - Expired - - - Stock options outstanding at March 31, 2023 1,067,356 $ 1.22 4.83 Granted 1,018,012 1.66 7.00 Exercised - - - Expired - - - Stock options outstanding at December 31, 2023 2,085,368 $ 1.43 5.47 Granted 311,636 1.66 7.00 Exercised - - - Expired - - - Stock options outstanding at March 31, 2024 2,397,004 1.46 5.55 Stock options exercisable at March 31, 2023 462,518 $ 1.22 4.83 Stock options exercisable at March 31, 2024 695,035 $ 1.46 5.55 On March 28, 2022, Invizyne granted 232,689 1.22 788,705 On May 1, 2023, Invizyne granted 97,050 1.66 333,852 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
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 warrants outstanding were anti-dilutive, for a total of 35,144 Earnings (loss) per share is presented below for the three months ended March 31, 2024 and 2023, respectively. Basic and fully diluted earnings (loss) per share is calculated at follows for the three-months ended March 31, 2024 and 2023: Schedule of Basic and Fully Diluted For the Three Months Ended March 31, 2024 March 31, 2023 Class A common shares Class B common shares Class A common shares Class B common shares Net loss attributable to MDB Capital Holdings, LLC $ (3,334,431 ) $ (3,881,084 ) $ (645,700 ) $ (1,228,048 ) Weighted average shares outstanding – basic and diluted 4,295,632 5,000,000 2,628,966 5,000,000 Net loss per share – basic and diluted $ (0.78 ) $ (0.78 ) $ (0.25 ) $ (0.25 ) 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 | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions The principal members of the Company have a controlling interest in MDB Capital, S.A., a company organized and based in Nicaragua that provides outsourced services to the Company and other non-related entities. During the three months ended March 31, 2024 and 2023, the Company paid $ 320,792 301,702 During the three-months ended March 31, 2024, PatentVest, a 100 80,995 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and 2023, the Company was not subject to any pending or threatened legal claims or actions. External Risks Associated with the Company’s Business Activities Net Capital Requirement (Public Ventures) 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 March 31, 2024 and 2023, Public Ventures had net capital of $ 6,285,959 2,534,695 6,035,959 2,284,695 250,000 At March 31, 2024, the Company’s ratio of aggregate indebtedness of $ 6,175,623 0.98 to 1 250,000 2 0 The requirement to comply with the Uniform Net Capital Rule 15c3-1 may limit Public Ventures’ ability to issue dividends to its parent company. Indemnification Provisions Public Ventures has agreed to indemnify its clearing broker for losses that the clearing broker may sustain from the accounts of customers. Should a customer not fulfill its obligation on a transaction, Public Ventures may be required to buy or sell securities at prevailing market prices in the future on behalf of its customer. The indemnification obligations of Public Ventures to its clearing broker have no maximum amount. All unsettled trades at March 31, 2024 and 2023 have subsequently settled with no resulting material liability to Public Ventures, LLC. For the three-months ended March 31, 2024 and 2023, Public Ventures had no material loss due to counterparty failure and had no obligations outstanding under the indemnification arrangement as of March 31, 2024 and 2023. Invizyne Funding Requirements The Company entered into a funding agreement (the “Funding Agreement”) on April 17, 2019 to purchase shares in Invizyne up to a maximum of $ 5,000,000 197,628 |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2024 | |
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. 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 three-months ended March 31, 2024 and 2023. Benefits under the Invizyne plan were available to all employees, and employees become fully vested in the employer contribution upon receipt. For the three-months ended March 31, 2024 and 2023, a total of $ 189,365 163,027 MDB Management and Invizyne also provide health and related benefit plans for eligible employees. |
Exclusive License Agreement
Exclusive License Agreement | 3 Months Ended |
Mar. 31, 2024 | |
Exclusive License Agreement | |
Exclusive License Agreement | 10. Exclusive License Agreement 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 March 31, 2024 and 2023, 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 March 31, 2024 and 2023, 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 March 31, 2024. ● 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 | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | 11. Leases For operating leases, the Company records a right-of-use assets and corresponding lease liabilities in the unaudited condensed 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 March 31, 2024. The Company has three operating leases, with no variable lease costs, and no finance leases and December 31, 2023. 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 a 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 March 31, 2024 December 31, 2023 Operating leases: Right-of-use assets $ 2,235,559 $ 2,320,119 Operating lease liabilities $ 2,339,955 $ 2,415,889 Weighted average remaining lease term in years 5.27 5.33 Weighted average discount rate 7.66 % 7.40 % Cash paid for amounts included in the measurement of lease liabilities $ 121,688 $ 206,837 Right-of-use assets obtained in exchange for lease liabilities $ - $ 1,018,002 Operating lease cost $ 45,754 $ 146,836 Short-term lease costs 84,560 275,589 Total operating lease costs $ 130,314 $ 422,425 Future payments due under operating leases as of March 31, 2024 are as follows: Schedule of Future payments Due Under Operating Lease Year Amount Remainder of 2024 $ 369,936 2025 503,684 2026 516,001 2027 528,586 2028 541,674 Thereafter 451,600 Total $ 2,911,481 Less effects of discounting (571,526 ) Total operating lease liabilities $ 2,339,955 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
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. Amounts recognized as income taxes are included in “income tax expense” on the statements of operations. The Company recognized no income tax expense for the three months ended March 31, 2024, and March 31, 2023, because of a full valuation allowance recorded against the Company’s net deferred tax assets. The Company’s federal and state statutory tax rate net of the federal tax benefit was approximately 27 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. At the end of 2023, the Company’s corporate earnings were in a cumulative loss position. Based on the cumulative losses and projections of future taxable income for the periods in which the deferred tax assets are deductible, the Company recorded a valuation allowance against all its net deferred tax assets as of March 31, 2024, and March 31, 2023. The Company intends to maintain a full valuation allowance on its net deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. The amount of deferred tax assets considered realizable could materially increase in the future, and the amount of valuation allowance recorded could materially decrease if estimates of future taxable income are increased. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events There were no subsequent events for the three months ended March 31, 2024 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and wholly-owned and majority owned subsidiaries. The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The consolidated balance sheet as of December 31, 2023, and related notes were derived from the audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, the Company’s financial position as of March 31, 2024, the results of operations for the three months ended March 31, 2024 and 2023 and its cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year or any future period. The unaudited condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023. All intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests at March 31, 2024 and 2023, relate to the interests of third parties in the majority 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 does not have a controlling financial interest in this entity, and management has determined PatentVest, S.A. is not a variable interest entity and as such should not be consolidated as it has no ownership interests nor is a variable interest, so has excluded this entity from the Company’s unaudited condensed 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 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. |
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, valuing equity instruments issued for services, stock-based compensation 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. 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 The Company periodically reviews the financial condition of the financial institutions and assesses the credit risk of such investments. The Company did not experience any credit risk losses during the three-months ended March 31, 2024 and 2023. |
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 March 31, 2024, the Company had $ 2,959,994 1,247,881 |
Clearing Deposits | Clearing Deposits The Company is obligated to maintain security deposits with the DTC and NSCC. At March 31, 2024, these deposits totaled $ 703,740 |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company has prepaid and other expenses totaling $ 494,463 43,500 50,000 47,380 312,531 41,052 523,788 43,500 95,000 47,380 325,777 12,131 |
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 unaudited condensed consolidated balance sheet as of March 31, 2024 and December 31, 2023. 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 and stock options. The MDB and Invizyne issues restricted stock units are measured at the fair market value of the underlying stock at the grant date. The Company recognize stock compensation expense using the straight-line attribution method over the requisite service period for the restricted stock units. The Company’s subsidiary issued stock-option and the fair value is determined utilizing Black-Scholes options-pricing model. The Company account 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 record a liability for the tax withholding to be paid by us 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 March 31, 2024 December 31, 2023 Investment securities, at amortized cost: U.S Treasury Bills $ 21,381,362 $ 24,658,611 Investment securities, at amortized cost $ 21,381,362 $ 24,658,611 Broker/Dealer Securities Schedule of Investment Securities Broker Dealer March 31, 2024 December 31, 2023 Investment securities, at fair value: Common stock of publicly traded companies $ 2,389,011 $ 2,603,579 Warrants of publicly traded companies 2,610,226 3,168,055 Investment securities, at fair value $ 4,999,237 $ 5,771,634 Non-Broker/Dealer Securities Schedule of Investment Securities Non Broker Dealer March 31, 2024 December 31, 2023 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, net unrealized loss of $ 747,268 54,779 The amortized cost, excluding gross unrealized holding loss and fair value of held to maturity securities on March 31, 2024 and December 31, 2023 are as follows: Schedule of Amortized Cost, Unrealized Holding Loss and Fair Value of Held to Maturity Securities Amortized Cost as of March 31, 2024 Gross Unrealized Gains Gross Unrealized Losses Fair Value (Level 1) as of March 31, 2024 U.S Treasury Bills maturing 04/04/24, 04/18/24, 04/23/24 and 6/11/24 $ 21,381,362 $ 1,035 $ - $ 21,382,397 Total assets $ 21,381,362 $ 1,035 $ - $ 21,382,397 Amortized Cost as of December 31, 2023 Gross Unrealized Gains Gross Unrealized Losses Fair Value (Level 1) as of December 31, 2023 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 |
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. As of the unaudited condensed consolidated balance sheets date, certain investment securities are required to be recorded at fair value with the change in fair value during the period being recorded as an unrealized gain or loss. As of March 31, 2024 and December 31, 2023, the estimated fair values of investment securities, at amortized cost were not materially different from their carrying values as presented on the unaudited condensed consolidated balance sheets. This is primarily attributed to the short-term maturities of these instruments. Investment securities, at amortized cost: The fair value of U.S. Treasury Bills classified as held-to-maturity investment securities is based on the market price and is classified as level 1 of the fair value hierarchy. A description of the valuation techniques applied to the Company’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows: Investment securities: Public equity securities are assessed for valuation at the close of each month. Warrants are valued using the Black-Scholes model, which considers the stock price at the date of the valuation, the warrants strike price, the term to expiry, the risk-free rate of return, and the expected volatility of the underlying stock. Investment securities, at cost less impairment: Non-public equity securities and simple agreements for future equity are valued based on the initial investment, less impairment. The Company determined that no impairment was warranted. Since these securities are not actively traded, we will apply valuation adjustments when they become available, and they are categorized in level 3 of the fair value hierarchy. The following table sets forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 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 $ 2,389,011 $ - $ - $ 2,389,011 Investment Securities (held by our licensed broker dealer) Warrants - 17,680 2,592,546 2,610,226 Total assets measured at fair value (held by our licensed broker dealer) $ 2,389,011 $ 17,680 $ 2,592,546 $ 4,999,237 During the three months ended March 31, 2024, the Company did not have any transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy. Reconciliation of fair value measurements categorized within Level 3 of the fair value hierarchy: Schedule of Reconciliation of Fair Value Measurements Within Level 3 of Fair Value Hierarchy December 31, 2023 $ 3,133,458 Receipt from investment banking fees - Realized gains - Unrealized losses (540,912 ) Sales or distribution Purchases - March 31, 2024 $ 2,592,546 Ending Balance $ 2,592,546 The following table presents information about significant unobservable inputs related to material components of Level 3 warrants as of March 31, 2024. Schedule of Significant Unobservable Inputs Related to Material Components of Level 3 Warrants Assets Fair Value Valuation Techniques Significant Unobservable Inputs Range of Inputs Weighted-Average Warrants $ 2,592,546 Black Scholes Volatility 96.26 106.28 % 99.60 % 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: Assets Classification Level 1 Level 2 Level 3 Total Investment Securities (held by our licensed broker dealer) Equity securities - $ 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 Reconciliation of fair value measurements categorized within Level 3 of the 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 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. |
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 March 31, 2024, there is $ 2,037,845 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 March 31, 2024, 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 statements 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 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 March 31, 2024 and December 31, 2023, respectively: Schedule of Property And Equipment March 31, 2024 December 31, 2023 Laboratory equipment $ 1,030,004 $ 885,696 Furniture and fixtures 54,338 49,838 Developed software 107,458 113,114 Leasehold improvements 279,161 279,161 Total property and equipment 1,470,961 1,327,809 Less: Accumulated depreciation (524,111 ) (461,319 ) Property and equipment, net $ 946,850 $ 866,490 |
Revenue | Revenue The Company generates revenue primarily from providing brokerage services and investment banking services through Public Ventures. PatentVest and Invizyne have had limited financial activity during the three-months ended March 31, 2024 and 2023, respectively. Brokerage revenues consist of (a) 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 are recorded effective as of the trade date. The costs are treated as fulfillment costs and are recorded in operating expenses in the unaudited condensed consolidated statements of operations. Brokerage revenue is measured by the transaction price, which is defined as the amount of consideration that Public Ventures expects to receive in exchange for services to customers. The transaction price is adjusted for estimates of known or expected variable consideration based upon the individual contract terms. Variable consideration is recorded as a reduction to revenue based on amounts that Public Ventures expects to refund back to the customer. There were no variable considerations for the three-months ended March 31, 2024, and 2023, respectively. Investment banking revenues consist of private placement fees. Public Ventures 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 March 31, 2024, the Company did not have any contract assets or liabilities related to these revenues on its unaudited condensed consolidated balance sheets. Private placement fees are related to non-underwritten transactions such as private placements of equity securities, private investments in public equity, and Rule 144A private offerings and are recorded on the closing date of the transaction. Client reimbursements for costs associated for private placement fees are recorded gross within investment banking and various expense captions, excluding compensation. The Company typically receives payments on private placements transactions at the completion of the contract. The Company views the majority of placement fees as a single performance obligation that is satisfied when the transaction is complete, and the revenue is recognized at that point in time. Taxes and regulatory fees assessed by a government authority or agency that are both imposed on and concurrent with a specified revenue-producing transaction, which are collected by Public Ventures from a customer, are excluded from revenue and recorded against general and administrative expenses. 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 entre contract or a portion of the contract. When performance obligations are combined into a single contract, PatentVest utilize 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 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. Patent Vest’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, 2022 $ - Amounts billed but not recognized - Revenue recognized - Balance as of March 31, 2023 - Amounts billed but not recognized 100,000 Revenue recognized 80,000 Balance as of December 31, 2023 20,000 Amounts billed but not recognized - Revenue recognized - Balance as of March 31, 2024 $ 20,000 During the three-months ended March 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. |
Research Grants | Research Grants Invizyne receives grant reimbursements, which are offset against research and development expenses in the unaudited condensed consolidated statements of operations. In addition to actual reimbursements, Invizyne also receives indirect expense grants (which are not reimbursement-based) and fees (typically of minor significance). It is important to note that there may be instances where the grants received for indirect costs exceed the actual costs, resulting in a negative impact. For capitalized assets, grant reimbursements are recognized over the useful life of the assets. Any portion of the grant not yet recognized is recorded as deferred grant reimbursements and included as a liability in the unaudited condensed consolidated balance sheet. Grants that operate on a reimbursement basis are recognized on the accrual basis and are offsets to expenses to the extent of disbursements and commitments that are reimbursable for allowable expenses incurred as of March 31, 2024 and 2023, and respectively, expected to be received from funding sources in the subsequent year. Management considers such receivables at March 31, 2024 and 2023, 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 unaudited condensed consolidated financial statements. Summary of grants receivable activity for the three-months ended March 31, 2024 and 2023, is presented below: Summary of Grants Receivable Activity 2024 2023 Balance at beginning of period $ 882,319 $ 809,532 Grant costs expensed 674,158 766,867 Grants for equipment purchased 6,379 - Grant fees 28,163 26,673 Grant funds received (479,408 ) (590,418 ) Balance at end of period $ 1,111,611 $ 1,012,654 Invizyne has received 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 unaudited condensed consolidated statements of operations. For the three-months ended March 31, 2024 and 2023, respectively, grants amounting to $ 674,158 766,867 708,700 793,540 |
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 three-months ended March 31, 2024 and 2023, research and development costs prior to offset of the grants amounted to $ 986,282 825,132 |
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 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 $ 73,297 34,420 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Investment Securities | Investment securities are as follows: Schedule of Investment Securities March 31, 2024 December 31, 2023 Investment securities, at amortized cost: U.S Treasury Bills $ 21,381,362 $ 24,658,611 Investment securities, at amortized cost $ 21,381,362 $ 24,658,611 |
Schedule of Investment Securities Broker Dealer | Broker/Dealer Securities Schedule of Investment Securities Broker Dealer March 31, 2024 December 31, 2023 Investment securities, at fair value: Common stock of publicly traded companies $ 2,389,011 $ 2,603,579 Warrants of publicly traded companies 2,610,226 3,168,055 Investment securities, at fair value $ 4,999,237 $ 5,771,634 |
Schedule of Investment Securities Non Broker Dealer | Non-Broker/Dealer Securities Schedule of Investment Securities Non Broker Dealer March 31, 2024 December 31, 2023 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 March 31, 2024 and December 31, 2023 are as follows: Schedule of Amortized Cost, Unrealized Holding Loss and Fair Value of Held to Maturity Securities Amortized Cost as of March 31, 2024 Gross Unrealized Gains Gross Unrealized Losses Fair Value (Level 1) as of March 31, 2024 U.S Treasury Bills maturing 04/04/24, 04/18/24, 04/23/24 and 6/11/24 $ 21,381,362 $ 1,035 $ - $ 21,382,397 Total assets $ 21,381,362 $ 1,035 $ - $ 21,382,397 Amortized Cost as of December 31, 2023 Gross Unrealized Gains Gross Unrealized Losses Fair Value (Level 1) as of December 31, 2023 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 |
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 March 31, 2024 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 $ 2,389,011 $ - $ - $ 2,389,011 Investment Securities (held by our licensed broker dealer) Warrants - 17,680 2,592,546 2,610,226 Total assets measured at fair value (held by our licensed broker dealer) $ 2,389,011 $ 17,680 $ 2,592,546 $ 4,999,237 Assets Classification Level 1 Level 2 Level 3 Total Investment Securities (held by our licensed broker dealer) Equity securities - $ 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 |
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, 2023 $ 3,133,458 Receipt from investment banking fees - Realized gains - Unrealized losses (540,912 ) Sales or distribution Purchases - March 31, 2024 $ 2,592,546 Ending Balance $ 2,592,546 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 presents information about significant unobservable inputs related to material components of Level 3 warrants as of March 31, 2024. Schedule of Significant Unobservable Inputs Related to Material Components of Level 3 Warrants Assets Fair Value Valuation Techniques Significant Unobservable Inputs Range of Inputs Weighted-Average Warrants $ 2,592,546 Black Scholes Volatility 96.26 106.28 % 99.60 % |
Schedule of Estimated Useful Lives of Property and Equipment | Schedule of Estimated Useful Lives of Property and Equipment Laboratory equipment 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 March 31, 2024 and December 31, 2023, respectively: Schedule of Property And Equipment March 31, 2024 December 31, 2023 Laboratory equipment $ 1,030,004 $ 885,696 Furniture and fixtures 54,338 49,838 Developed software 107,458 113,114 Leasehold improvements 279,161 279,161 Total property and equipment 1,470,961 1,327,809 Less: Accumulated depreciation (524,111 ) (461,319 ) Property and equipment, net $ 946,850 $ 866,490 |
Schedule of Changes in Deferred Revenue | Schedule of Changes in Deferred Revenue Balance as of December 31, 2022 $ - Amounts billed but not recognized - Revenue recognized - Balance as of March 31, 2023 - Amounts billed but not recognized 100,000 Revenue recognized 80,000 Balance as of December 31, 2023 20,000 Amounts billed but not recognized - Revenue recognized - Balance as of March 31, 2024 $ 20,000 |
Summary of Grants Receivable Activity | Summary of grants receivable activity for the three-months ended March 31, 2024 and 2023, is presented below: Summary of Grants Receivable Activity 2024 2023 Balance at beginning of period $ 882,319 $ 809,532 Grant costs expensed 674,158 766,867 Grants for equipment purchased 6,379 - Grant fees 28,163 26,673 Grant funds received (479,408 ) (590,418 ) Balance at end of period $ 1,111,611 $ 1,012,654 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024: Schedule of Long-lived Assets and Total Assets by Segment ASSETS Broker Technology Other Eliminations Consolidated Long-lived assets $ 107,458 $ 2,367,496 $ 707,455 $ - $ 3,182,409 Total assets $ 16,301,072 $ 4,005,204 $ 20,633,600 $ - $ 40,939,876 ASSETS Broker Technology Other 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 | 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) $ (747,268) $ - $ - $ - $ (747,268) Other operating income 86,879 - - - 86,879 Total operating income, net (660,389) - - - (660,389) Operating costs: General and administrative costs: Compensation 679,907 390,043 3,822,725 - 4,892,675 Operating expense, related party 243,876 - 76,416 - 320,292 Professional fees 145,907 256,563 516,619 - 919,089 Information technology 180,914 3,891 21,186 - 205,991 Clearing and other charges 2,036 - - - 2,036 General and administrative-other 218,936 80,378 369,812 - 669,126 General and administrative costs 1,471,576 730,875 4,806,758 - 7,009,209 Research and development costs - 277,582 - - 277,582 Total operating costs 1,471,576 1,008,457 4,806,758 - 7,286,791 Net operating income (loss) (2,131,965 ) (1,008,457 ) (4,806,758 ) - (7,947,180 ) Other income and expense: Less: interest expense 110,625 - - 110,625 - Interest income 52,459 - 285,393 - 337,852 Income (loss) before income taxes (2,190,131 ) (1,008,457 ) (4,521,365 ) 110,625 (7,609,328 ) Income tax expense - - - - - Net income (loss) (2,190,131 ) (1,008,457 ) (4,521,365 ) 110,625 (7,609,328 ) Less net loss attributable to non-controlling interests - (393,903 ) - - (393,903 ) Net loss attributable to MDB Capital Holdings, LLC $ (2,190,131 ) $ (614,554 ) $ (4,521,365 ) $ 110,625 $ (7,215,425 ) |
Equity and Non-Controlling In_2
Equity and Non-Controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Equity and Non-Controlling Interests | Schedule of Equity and Non-Controlling Interests For the Three Months Ended March 31, 2024 2023 Invizyne net loss $ (1,008,457 ) $ (241,150 ) Weighted average non-controlling percentage 39.06 % 39.06 % Net loss non-controlling interest $ (393,903 ) $ (94,193 ) Prior period balance 7,250 468,665 Stock-based compensation 142,810 54,126 Ending period balance $ (243,843 ) $ 428,598 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit, Time-Based and Performance-Based Activity | A summary of restricted stock unit activity during the three-months ended March 31, 2024 and 2023 is presented below: Summary of Restricted Stock Unit, Time-Based and Performance-Based Activity Time-Based Performance-Based Number of Restricted Stock Units Weighted Average Grant Date Fair Value Number of Restricted Stock Units Weighted Average Grant Date Fair Value Restricted stock units outstanding at March 31, 2023 3,675,000 $ 10.00 2,000,000 $ 7.91 Granted - - - - Exercised - - - - Expired - - - - Restricted stock units outstanding at December 31, 2023 3,675,000 $ 10.00 2,000,000 $ 7.91 Granted - - - - Exercised - - - - Expired - - - - Restricted stock units outstanding at March 31, 2024 3,675,000 $ 10.00 2,000,000 $ 7.91 Restricted stock units at March 31, 2023 - $ - - $ - Restricted stock units at March 31, 2024 - $ - - $ - |
Schedule of Stock Option Activity | A summary of stock option activity during the three months ended March 31, 2024 and 2023 is presented below: Schedule of Stock Option Activity Number of Shares Weighted Average Exercise Price Weighted Stock options outstanding at January 1, 2023 1,067,356 $ 1.22 4.83 Granted - - - Exercised - - - Expired - - - Stock options outstanding at March 31, 2023 1,067,356 $ 1.22 4.83 Granted 1,018,012 1.66 7.00 Exercised - - - Expired - - - Stock options outstanding at December 31, 2023 2,085,368 $ 1.43 5.47 Granted 311,636 1.66 7.00 Exercised - - - Expired - - - Stock options outstanding at March 31, 2024 2,397,004 1.46 5.55 Stock options exercisable at March 31, 2023 462,518 $ 1.22 4.83 Stock options exercisable at March 31, 2024 695,035 $ 1.46 5.55 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Loss per share attributable to MDB Capital Holdings, LLC: | |
Schedule of Basic and Fully Diluted | Basic and fully diluted earnings (loss) per share is calculated at follows for the three-months ended March 31, 2024 and 2023: Schedule of Basic and Fully Diluted For the Three Months Ended March 31, 2024 March 31, 2023 Class A common shares Class B common shares Class A common shares Class B common shares Net loss attributable to MDB Capital Holdings, LLC $ (3,334,431 ) $ (3,881,084 ) $ (645,700 ) $ (1,228,048 ) Weighted average shares outstanding – basic and diluted 4,295,632 5,000,000 2,628,966 5,000,000 Net loss per share – basic and diluted $ (0.78 ) $ (0.78 ) $ (0.25 ) $ (0.25 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of Operating Lease Cost | Schedule of Operating Lease Cost March 31, 2024 December 31, 2023 Operating leases: Right-of-use assets $ 2,235,559 $ 2,320,119 Operating lease liabilities $ 2,339,955 $ 2,415,889 Weighted average remaining lease term in years 5.27 5.33 Weighted average discount rate 7.66 % 7.40 % Cash paid for amounts included in the measurement of lease liabilities $ 121,688 $ 206,837 Right-of-use assets obtained in exchange for lease liabilities $ - $ 1,018,002 Operating lease cost $ 45,754 $ 146,836 Short-term lease costs 84,560 275,589 Total operating lease costs $ 130,314 $ 422,425 |
Schedule of Future payments Due Under Operating Lease | Future payments due under operating leases as of March 31, 2024 are as follows: Schedule of Future payments Due Under Operating Lease Year Amount Remainder of 2024 $ 369,936 2025 503,684 2026 516,001 2027 528,586 2028 541,674 Thereafter 451,600 Total $ 2,911,481 Less effects of discounting (571,526 ) Total operating lease liabilities $ 2,339,955 |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) | Sep. 20, 2023 | Jul. 01, 2022 | Jun. 15, 2022 | Jun. 08, 2022 | Jan. 16, 2022 | Mar. 31, 2024 | Jan. 14, 2022 |
Warrant [Member] | Private Placement [Member] | |||||||
Warrants to puchase common shares | 18,477 | ||||||
Warrants term | 10 years | ||||||
Exercise price of warrants | $ 13 | ||||||
Cash consideration per share | $ 0.001 | ||||||
Warrants fair value | $ 106,940 | ||||||
Warrant [Member] | IPO [Member] | |||||||
Warrants to puchase common shares | 16,667 | ||||||
Warrants term | 5 years | ||||||
Exercise price of warrants | $ 15 | ||||||
Cash consideration per share | $ 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 ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Investment securities, at amortized cost | $ 21,381,362 | $ 24,658,611 |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Investment securities, at amortized cost | $ 21,381,362 | $ 24,658,611 |
Schedule of Investment Securi_2
Schedule of Investment Securities Broker Dealer (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Investment securities, at fair value | $ 4,999,237 | $ 5,771,634 |
Common Stock [Member] | ||
Investment securities, at fair value | 2,389,011 | 2,603,579 |
Warrant [Member] | ||
Investment securities, at fair value | $ 2,610,226 | $ 3,168,055 |
Schedule of Investment Securi_3
Schedule of Investment Securities Non Broker Dealer (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
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 ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Debt Securities, Held-to-Maturity, Fair Value | $ 21,381,362 | $ 24,658,611 |
Debt Securities, Held-to-Maturity, Accumulated Unrecognized Gain | 1,035 | 6,031 |
Debt Securities, Held-to-Maturity, Accumulated Unrecognized Loss | ||
Debt Securities, Held-to-Maturity, Amortized Cost, before Allowance for Credit Loss | 21,382,397 | 24,664,642 |
US Treasury Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Debt Securities, Held-to-Maturity, Fair Value | 21,381,362 | 24,658,611 |
Debt Securities, Held-to-Maturity, Accumulated Unrecognized Gain | 1,035 | 6,031 |
Debt Securities, Held-to-Maturity, Accumulated Unrecognized Loss | ||
Debt Securities, Held-to-Maturity, Amortized Cost, before Allowance for Credit Loss | $ 21,382,397 | $ 24,664,642 |
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 ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Investment securities, at fair value | $ 4,999,237 | $ 5,771,634 |
Common Stock [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Investment securities, at fair value | 2,389,011 | 2,603,579 |
Warrant [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Investment securities, at fair value | 2,610,226 | 3,168,055 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Investment securities, at fair value | 2,389,011 | 2,603,579 |
Fair Value, Inputs, Level 1 [Member] | Common Stock [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Investment securities, at fair value | 2,389,011 | 2,603,579 |
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 | 17,680 | 34,597 |
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 | 17,680 | 34,597 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Investment securities, at fair value | 2,592,546 | 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 | $ 2,592,546 | $ 3,133,458 |
Schedule of Reconciliation of F
Schedule of Reconciliation of Fair Value Measurements Within Level 3 of Fair Value Hierarchy (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Beginning Balance | $ 3,133,458 | |
Receipt from investment banking fees | 2,645,620 | |
Realized gains | ||
Unrealized gains | (540,912) | 652,925 |
Sales or distribution | (165,087) | |
Purchases | ||
Ending Balance | $ 2,592,546 | $ 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] | Mar. 31, 2024 USD ($) |
Property, Plant and Equipment [Line Items] | |
Warrants, Fair value | $ 2,592,546 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted measurement input | 96.26 |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted measurement input | 106.28 |
Weighted Average [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted measurement input | 99.60 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | Mar. 31, 2024 |
Laboratory Equipment [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 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
Schedule of Property And Equipm
Schedule of Property And Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,470,961 | $ 1,327,809 |
Less: Accumulated depreciation | (524,111) | (461,319) |
Property and equipment, net | 946,850 | 866,490 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,030,004 | 885,696 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 54,338 | 49,838 |
Developed Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 107,458 | 113,114 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 279,161 | $ 279,161 |
Schedule of Changes in Deferred
Schedule of Changes in Deferred Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Deferred revenue, Balance | $ 20,000 | ||
Revenue recognized | 100,000 | ||
Revenue recognized | 80,000 | ||
Deferred revenue, Balance | $ 20,000 | $ 20,000 |
Summary of Grants Receivable Ac
Summary of Grants Receivable Activity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Balance at beginning of period | $ 882,319 | $ 809,532 |
Grant costs expensed | 674,158 | 766,867 |
Grants for equipment purchased | 6,379 | |
Grant fees | 28,163 | 26,673 |
Grant funds received | (479,408) | (590,418) |
Balance at end of period | $ 1,111,611 | $ 1,012,654 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jul. 26, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | ||||
Cash, FDIC insured limits | $ 250,000 | |||
Cash, SIPC insurance limits | 500,000 | |||
Cash and Securities Segregated under Federal and Other Regulations | 2,959,994 | $ 1,247,881 | ||
Cash and securities segregated | 2,959,994 | 1,247,881 | ||
Clearing deposits | 703,740 | 260,000 | ||
Prepaid and other expenses | 494,463 | 523,788 | ||
Intangible assets acquired | 43,500 | 43,500 | ||
Prepaid professional fees | 50,000 | 95,000 | ||
Security deposit | 47,380 | 47,380 | ||
Various prepaid expense | 312,531 | 325,777 | ||
Other assets | 41,052 | $ 12,131 | ||
Unrealized gain on investments | (747,268) | $ 54,779 | ||
Grant costs expensed | 674,158 | 766,867 | ||
Grant drawdowns | 708,700 | 793,540 | ||
Net of grant received | 986,282 | 825,132 | ||
Patent and licensing legal and filing fees and costs | 73,297 | $ 34,420 | ||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit, maximum borrowing capacity | $ 2,000,000 | |||
Maturity date | Jul. 26, 2024 | |||
Variable rate | 2.25% | |||
Interest rate | 7.75% | |||
Credit non-usage fee | $ 5,000 | |||
Deposits | 2,037,845 | |||
Outstanding indebtedness | 0 | |||
Interest payable | $ 0 |
Schedule of Long-lived Assets a
Schedule of Long-lived Assets and Total Assets by Segment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 3,182,409 | $ 3,186,609 |
Total assets | 40,939,876 | 42,985,279 |
Broker Dealer & Intellectual Property Service [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 107,458 | 113,114 |
Total assets | 16,301,072 | 15,038,602 |
Technology Development [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 2,367,496 | 2,344,895 |
Total assets | 4,005,204 | 3,558,509 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 707,455 | 728,600 |
Total assets | 20,633,600 | $ 24,388,168 |
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 ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating income: | ||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | $ (747,268) | $ 54,779 |
Other operating income | 86,879 | 62,212 |
Total operating income (loss), net | (660,389) | 116,991 |
General and administrative costs: | ||
Compensation | 4,892,675 | 872,027 |
Operating expense, related party | 320,292 | 301,702 |
Professional fees | 919,089 | 604,662 |
Information technology | 205,991 | 147,407 |
Clearing and other charges | 2,036 | 10,754 |
General and administrative-other | 669,126 | 304,079 |
Total general and administrative costs | 7,009,209 | 2,240,631 |
Research and development costs | 277,582 | 31,592 |
Total operating costs | 7,286,791 | 2,272,223 |
Net operating loss | (7,947,180) | (2,155,232) |
Other income: | ||
Less: interest expense | ||
Interest income | 337,852 | 187,291 |
Income (loss) before income taxes | (7,609,328) | (1,967,941) |
Income tax expense | ||
Net loss | (7,609,328) | (1,967,941) |
Less net loss attributable to non-controlling interests | (393,903) | (94,193) |
Net loss attributable to MDB Capital Holdings, LLC | (7,215,425) | (1,873,748) |
Broker Dealer & Intellectual Property Service [Member] | ||
Operating income: | ||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | (747,268) | 54,779 |
Other operating income | 86,879 | 3,053 |
Total operating income (loss), net | (660,389) | 57,832 |
General and administrative costs: | ||
Compensation | 679,907 | 546,801 |
Operating expense, related party | 243,876 | 258,453 |
Professional fees | 145,907 | 165,812 |
Information technology | 180,914 | 121,876 |
Clearing and other charges | 2,036 | 10,754 |
General and administrative-other | 218,936 | 108,993 |
Total general and administrative costs | 1,471,576 | 1,212,689 |
Research and development costs | ||
Total operating costs | 1,471,576 | 1,212,689 |
Net operating loss | (2,131,965) | (1,154,857) |
Other income: | ||
Less: interest expense | 110,625 | |
Interest income | 52,459 | 28,362 |
Income (loss) before income taxes | (2,190,131) | (1,126,495) |
Income tax expense | ||
Net loss | (2,190,131) | (1,126,495) |
Less net loss attributable to non-controlling interests | ||
Net loss attributable to MDB Capital Holdings, LLC | (2,190,131) | (1,126,495) |
Technology Development [Member] | ||
Operating income: | ||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | ||
Other operating income | 59,159 | |
Total operating income (loss), net | 59,159 | |
General and administrative costs: | ||
Compensation | 390,043 | 31,536 |
Operating expense, related party | ||
Professional fees | 256,563 | 181,707 |
Information technology | 3,891 | 9,826 |
Clearing and other charges | ||
General and administrative-other | 80,378 | 45,734 |
Total general and administrative costs | 730,875 | 268,803 |
Research and development costs | 277,582 | 31,592 |
Total operating costs | 1,008,457 | 300,395 |
Net operating loss | (1,008,457) | (241,236) |
Other income: | ||
Less: interest expense | ||
Interest income | 86 | |
Income (loss) before income taxes | (1,008,457) | (241,150) |
Income tax expense | ||
Net loss | (1,008,457) | (241,150) |
Less net loss attributable to non-controlling interests | (393,903) | (94,193) |
Net loss attributable to MDB Capital Holdings, LLC | (614,554) | (146,957) |
Other [Member] | ||
Operating income: | ||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | ||
Other operating income | ||
Total operating income (loss), net | ||
General and administrative costs: | ||
Compensation | 3,822,725 | 293,690 |
Operating expense, related party | 76,416 | 43,249 |
Professional fees | 516,619 | 257,143 |
Information technology | 21,186 | 15,705 |
Clearing and other charges | ||
General and administrative-other | 369,812 | 149,352 |
Total general and administrative costs | 4,806,758 | 759,139 |
Research and development costs | ||
Total operating costs | 4,806,758 | 759,139 |
Net operating loss | (4,806,758) | (759,139) |
Other income: | ||
Less: interest expense | ||
Interest income | 285,393 | 158,843 |
Income (loss) before income taxes | (4,521,365) | (600,296) |
Income tax expense | ||
Net loss | (4,521,365) | (600,296) |
Less net loss attributable to non-controlling interests | ||
Net loss attributable to MDB Capital Holdings, LLC | (4,521,365) | $ (600,296) |
Eliminations [Member] | ||
Operating income: | ||
Unrealized gain on investment securities, net (from our licensed broker dealer) (Notes 1 and 2) | ||
Other operating income | ||
Total operating income (loss), 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 | 110,625 | |
Interest income | ||
Income (loss) before income taxes | 110,625 | |
Income tax expense | ||
Net loss | 110,625 | |
Less net loss attributable to non-controlling interests | ||
Net loss attributable to MDB Capital Holdings, LLC | $ 110,625 |
Schedule of Equity and Non-Cont
Schedule of Equity and Non-Controlling Interests (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Invizyne net loss | $ (7,215,425) | $ (1,873,748) |
Net loss non-controlling interest | (393,903) | (94,193) |
Prior period balance | 7,250 | |
Ending period balance | (243,843) | |
Invizyne [Member] | ||
Invizyne net loss | $ (1,008,457) | $ (241,150) |
Weighted average non-controlling percentage | 39.06% | 39.06% |
Net loss non-controlling interest | $ (393,903) | $ (94,193) |
Prior period balance | 7,250 | 468,665 |
Stock-based compensation | 142,810 | 54,126 |
Ending period balance | $ (243,843) | $ 428,598 |
Equity and Non-Controlling In_3
Equity and Non-Controlling Interests (Details Narrative) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
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 | |
Invizyne [Member] | |||
Class of Stock [Line Items] | |||
Equity interest rate | 60.94% | 60.94% | |
Invizyne [Member] | |||
Class of Stock [Line Items] | |||
Ownership interest rate | 60.94% | 60.94% | |
Non-controlling interest rate | 39.06% | 39.06% | |
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 | 4,295,632 | |
Common stock, shares, outstanding | 4,295,632 | 4,295,632 | |
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 | 5,000,000 | |
Common stock, shares, outstanding | 5,000,000 | 5,000,000 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit, Time-Based and Performance-Based Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Time Based [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Restricted Stock Units, Beginning | 3,675,000 | 3,675,000 | |
Weighted Average Grant Date Fair Value, Beginning | $ 10 | $ 10 | |
Number of Restricted Stock Units, Granted | |||
Weighted Average Grant Date Fair Value, Granted | |||
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 | 3,675,000 | 3,675,000 |
Weighted Average Grant Date Fair Value, Ending | $ 10 | $ 10 | $ 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 | 2,000,000 | 2,000,000 | |
Weighted Average Grant Date Fair Value, Beginning | $ 7.91 | $ 7.91 | |
Number of Restricted Stock Units, Granted | |||
Weighted Average Grant Date Fair Value, Granted | |||
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 | 2,000,000 | 2,000,000 |
Weighted Average Grant Date Fair Value, Ending | $ 7.91 | $ 7.91 | $ 7.91 |
Number of Restricted Stock Units, Restricted stock | |||
Weighted Average Grant Date Fair Value, Restricted stock |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Number of Share, Stock option outstanding at beginning | 2,085,368 | 1,067,356 | 1,067,356 | |
Weighted Average Exercise Price, Stock option outstanding at beginning | $ 1.43 | $ 1.22 | $ 1.22 | |
Weighted Average Remaining Contractual Life (in Years), Stock options outstanding | 5 years 6 months 18 days | 4 years 9 months 29 days | 5 years 5 months 19 days | 4 years 9 months 29 days |
Number of Share, Granted | 311,636 | 1,018,012 | ||
Weighted Average Exercise Price, Granted | $ 1.66 | $ 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 | 7 years | 7 years | ||
Number of Share, Stock option outstanding at ending | 2,397,004 | 1,067,356 | 2,085,368 | 1,067,356 |
Weighted Average Exercise Price, Stock option outstanding at ending | $ 1.46 | $ 1.22 | $ 1.43 | $ 1.22 |
Number of Share, Stock option exercisable | 695,035 | 462,518 | ||
Weighted Average Exercise Price, Stock option exercisable | $ 1.46 | $ 1.22 | ||
Weighted Average Remaining Contractual Life (in Years), Stock options exercisable | 5 years 6 months 18 days | 4 years 9 months 29 days |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 01, 2024 | Nov. 01, 2023 | May 01, 2023 | Apr. 19, 2022 | Mar. 28, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 21, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ 3,812,809 | $ 54,126 | ||||||||
Stock options granted | 311,636 | 1,018,012 | ||||||||
Granted exercise price | $ 1.66 | $ 1.66 | ||||||||
Exercisable term | 5 years 6 months 18 days | 4 years 9 months 29 days | ||||||||
2020 Equity Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ 142,810 | $ 54,126 | ||||||||
Increase in grants of shares | 3,116,351 | |||||||||
Stock options granted | 311,636 | 914,129 | 103,880 | 695,035 | ||||||
Granted exercise price | $ 1.66 | $ 1.66 | $ 1.66 | $ 1.46 | ||||||
Exercisable term | 7 years | 7 years | 7 years | |||||||
Stock options vested term | 5 years | 5 years | 5 years | |||||||
Fair value common stock price per share | $ 1.66 | $ 1.66 | $ 1.66 | |||||||
Fair value assumptions exercise price per share | $ 1.66 | $ 1.66 | $ 1.66 | |||||||
Fair value assumptions expected term | 5 years | 5 years | 5 years | |||||||
Fair value assumptions contractual life | 7 years | 7 years | 7 years | |||||||
Fair value assumptions risk free interest rate | 4.20% | 4.67% | 3.64% | |||||||
Fair value assumptions expected volatility rate | 95.85% | 144.94% | 121.70% | |||||||
Annual dividends | $ 0 | $ 0 | $ 0 | |||||||
Aggregate intrinsic value, per share | $ 0 | |||||||||
Contractual term | 5 years 6 months 18 days | |||||||||
Unrecognized stock-based compensation | $ 2,145,319 | |||||||||
2020 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Restricted stock units, granted | 1,877,664 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Restricted stock units, granted | 97,050 | 2,000,000 | 232,689 | 3,675,000 | ||||||
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. Class A Share have traded in the market since September 20, 2023. The RSUs will vest once 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 from 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 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. | 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, 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. These RSUs were granted to officers, directors, employees, and contractors. | ||||||||
Stock-based compensation | 1,107,521 | |||||||||
Unrecognized stock-based compensation | $ 333,852 | $ 788,705 | ||||||||
Restricted stock units, per share | $ 1.66 | $ 1.22 | ||||||||
Restricted Stock Units (RSUs) [Member] | Private Placement [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Unrecognized stock-based compensation | 34,302,984 | |||||||||
Restricted Stock Units (RSUs) [Member] | Performance Or Market Vested Restricted Stock Units RSU [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Estimated unrecognized compensation expense | $ 13,465,761 |
Schedule of Basic and Fully Dil
Schedule of Basic and Fully Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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 | $ (3,334,431) | $ (645,700) |
Weighted average shares outstanding - basic | 4,295,632 | 2,628,966 |
Weighted average shares outstanding - diluted | 4,295,632 | 2,628,966 |
Net loss per share - basic | $ (0.78) | $ (0.25) |
Net loss per share - diluted | $ (0.78) | $ (0.25) |
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 | $ (3,881,084) | $ (1,228,048) |
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 | $ (0.78) | $ (0.25) |
Net loss per share - diluted | $ (0.78) | $ (0.25) |
Earnings Per Share (Details Nar
Earnings Per Share (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 shares | |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive shares | 35,144 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Related party expenses | $ 320,792 | $ 301,702 |
Operating expenses | 7,286,791 | $ 2,272,223 |
ENDRA [Member] | ||
Related Party Transaction [Line Items] | ||
Operating expenses | $ 80,995 | |
Patent Vest Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Investment ownership percentage | 100% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended | ||
Apr. 17, 2019 USD ($) shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |||
Net capital | $ 6,035,959 | $ 2,284,695 | |
Aggregate indebtedness net capital amount | $ 6,175,623 | ||
Other commitments, description | 0.98 to 1 | ||
Percentage of aggregate indebtedness | 0.02 | ||
Aggregate indebtedness calculated amount | $ 0 | ||
Funding Agreement [Member] | |||
Loss Contingencies [Line Items] | |||
Purchase of shares, value | $ 5,000,000 | ||
Purchase of warrants | shares | 197,628 | ||
Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Net capital | 250,000 | ||
Public Ventures [Member] | |||
Loss Contingencies [Line Items] | |||
Net capital | $ 6,285,959 | $ 2,534,695 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Employer contribution | $ 189,365 | $ 163,027 |
Exclusive License Agreement (De
Exclusive License Agreement (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
Jun. 30, 2022 | Mar. 31, 2024 | |
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 ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Leases | ||
Right-of-use assets | $ 2,235,559 | $ 2,320,119 |
Operating lease liabilities | $ 2,339,955 | $ 2,415,889 |
Weighted average remaining lease term in years | 5 years 3 months 7 days | 5 years 3 months 29 days |
Weighted average discount rate | 7.66% | 7.40% |
Cash paid for amounts included in the measurement of lease liabilities | $ 121,688 | $ 206,837 |
Right-of-use assets obtained in exchange for lease liabilities | 1,018,002 | |
Operating lease cost | 45,754 | 146,836 |
Short-Term Lease, Cost | 84,560 | 275,589 |
Total operating lease costs | $ 130,314 | $ 422,425 |
Schedule of Future payments Due
Schedule of Future payments Due Under Operating Lease (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases | ||
Remainder of 2024 | $ 369,936 | |
2025 | 503,684 | |
2026 | 516,001 | |
2027 | 528,586 | |
2028 | 541,674 | |
Thereafter | 451,600 | |
Total | 2,911,481 | |
Less effects of discounting | (571,526) | |
Total operating lease liabilities | $ 2,339,955 | $ 2,415,889 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | |||
Apr. 03, 2023 | Oct. 31, 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 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate income taxes | 27% | 27% |