Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Dominari Holdings Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
008875304 (CUSIP Number) |
Robert Charron Ellenoff Grossman & Schole LLP, 1345 6th Avenue New York, NY, 10105 (212) 370-1300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 008875304 |
| 1 |
Name of reporting person
Anthony Hayes | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,745,814.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
34.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Of the 6,745,814 shares reported as beneficially owned with sole voting and dispositive power, 116,248 shares reported are indirectly owned by the Reporting Person's Rollover IRA and 6,629,566 shares are owned directly by the Reporting Person, including 5,000,000 shares underlying a stock option, which is exercisable within 60 days of April 16, 2025. The Reporting Person exercises control over the Rollover IRA, and as such, has voting and investment power over the shares held by the Rollover IRA. This excludes an aggregate of 576,368 shares issuable pursuant to certain warrants purchased by the Reporting Person in connection with the Issuer's private placement offering, which are not currently exercisable due to certain beneficial ownership limitations. (2) Row 13 is calculated based on an aggregate of 19,643,897 shares of Common Stock which includes 14,643,897 shares of Common Stock of the Issuer outstanding as of April 16, 2025 and an aggregate of 5,000,000 shares of Common Stock issuable upon exercise of the stock option accepted by Mr. Hayes from the Issuer's Compensation Committee under the Issuer's 2022 Equity Incentive Plan on April 16, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Dominari Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
725 FIFTH AVENUE, 22ND FLOOR, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
EXPLANATORY NOTE This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") is filed to amend the Schedule 13D filed by the Reporting Person with the U.S. Securities and Exchange Commission on December 28, 2023 (the "Initial Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on June 13, 2024 ("Amendment No. 1"), as amended by Amendment No. 2 to Schedule 13D filed on January 3, 2025 ("Amendment No. 2"), as amended by Amendment No. 3 to Schedule 13D filed on February 12, 2025 ("Amendment No. 3"), as amended by Amendment No. 4 to Schedule 13D filed on February 21, 2025 ("Amendment No. 4"), as amended by Amendment No. 5 to Schedule 13D filed on March 25, 2025 ("Amendment No. 5", and together with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4, the "Schedule 13D"). This Amendment No. 6 supplements and amends the Schedule 13D as specifically set forth herein. Except as amended and supplemented by this Amendment No. 6, the Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by Anthony Hayes (the "Reporting Person"). The Reporting Person is the Chief Executive Officer and the Chairman of the board of directors (the "Board") of the Issuer. | |
| (b) | The address of the principal office of the Reporting Person is c/o Dominari Holdings Inc., 725 5th Avenue, 22nd Floor, New York 10022. | |
| (c) | The Reporting Person is a stockholder, Chairman of the Board and the Chief Executive Officer of the Issuer. | |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the past five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented with the following: On April 16, 2025, the Reporting Person accepted a stock option to purchase 5,000,000 shares of the Issuer's Common Stock from the Compensation Committee of the Issuer's Board under the Issuer's 2022 Equity Incentive Plan. The acceptance of the stock option to purchase 5,000,000 shares of the Issuer's Common Stock by the Reporting Person is described in Reports of the Issuer on Forms 8-K, 10-Q or 10-K, as applicable, and the Reporting Person's filings pursuant to Section 16 of the Securities Exchange Act of 1934, as amended. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following: The transaction giving rise to the filing of this Amendment No. 6 is the acceptance of the stock option to purchase 5,000,000 shares of the Issuer's Common Stock by the Reporting Person from the Compensation Committee of the Issuer's Board under the Issuer's 2022 Equity Incentive Plan. Except as disclosed in this Item 4, the Reporting Person has no current plan or proposal which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a)-(b) As of the date hereof, the Reporting Person may be deemed to have beneficial ownership, sole voting power and sole dispositive power with regard to 6,745,814 shares of Common Stock, which represents approximately 34.34% of the shares of Common Stock outstanding. This amount includes 116,248 shares that are held indirectly by the Reporting Person's Rollover IRA, and 6,629,566 shares that are owned directly by the Reporting Person, including 5,000,000 shares underlying a stock option, which is exercisable within 60 days of April 16, 2025. This excludes an aggregate of 576,368 shares issuable pursuant to certain warrants purchased by the Reporting Person in connection with the Issuer's private placement offering, which are not currently exercisable due to certain beneficial ownership limitations. The foregoing beneficial ownership percentage is calculated based on an aggregate of 19,643,897 shares of Common Stock which includes 14,643,897 shares of Common Stock of the Issuer outstanding as of April 16, 2025 and an aggregate of 5,000,000 shares of Common Stock issuable upon exercise of the stock option accepted by Mr. Hayes from the Issuer's Compensation Committee under the Issuer's 2022 Equity Incentive Plan on April 16, 2025. | |
| (b) | (a)-(b) As of the date hereof, the Reporting Person may be deemed to have beneficial ownership, sole voting power and sole dispositive power with regard to 6,745,814 shares of Common Stock, which represents approximately 34.34% of the shares of Common Stock outstanding. This amount includes 116,248 shares that are held indirectly by the Reporting Person's Rollover IRA, 6,629,566 shares that are owned directly by the Reporting Person, including 5,000,000 shares underlying a stock option of Common Stock issuable upon exercise of the stock option accepted by the Reporting Person. This excludes an aggregate of 576,368 shares issuable pursuant to certain warrants purchased by the Reporting Person in connection with the Issuer's private placement offering, which are not currently exercisable due to certain beneficial ownership limitations. The foregoing beneficial ownership percentage is calculated based on an aggregate of 19,643,897 shares of Common Stock which includes 14,643,897 shares of Common Stock of the Issuer outstanding as of April 16, 2025 and an aggregate of 5,000,000 shares of Common Stock issuable upon exercise of the stock option accepted by Mr. Hayes from the Issuer's Compensation Committee under the Issuer's 2022 Equity Incentive Plan on April 16, 2025. | |
| (c) | The following transactions in the shares of Common Stock were conducted by the Reporting Person within the past sixty (60) days: (1) The Reporting Person acquired 288,814 shares of Common Stock, Series A Warrants to purchase up to 288,814 shares of Common Stock and Series B Warrants to purchase up to 288,814 shares of Common Stock of the Issuer at a combined purchase price of $3.47 per share and accompanying warrants with personal funds pursuant to the Issuer's offering for his personal account; (2) The Reporting Person was issued 500,000 shares of the Issuer's Common Stock as issued by the Compensation Committee of the Issuer's Board on February 21, 2025; (3) The Reporting Person was issued 154,559 shares of the Issuer's Common Stock as issued by the Compensation Committee of the Issuer's Board on March 24, 2025; (4) The Reporting Person accepted a stock option to purchase 5,000,000 shares of the Issuer's Common Stock from the Compensation Committee of the Issuer's Board under the Issuer's 2022 Equity Incentive Plan on April 16, 2025. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
In his capacity as Chief Executive Officer and Chairman of the Board of the Issuer, the Reporting Person may be entitled to receive cash compensation and equity compensation, including share options or other equity awards, pursuant to the Issuer's 2022 Equity Incentive Plan. Such compensation is based on the Issuer meeting or exceeding certain annual revenue amounts during specified calendar years. The information provided or incorporated by reference in Items 2, 3, 4 and 5 of this Amendment No. 6, is hereby incorporated herein by this reference thereto. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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