DOMH Dominari Holdings Inc

As filed with the Securities and Exchange Commission on January 21, 2025

Registration No. 333-                  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

DOMINARI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Delaware		52-0849320
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

 

725 5th Avenue, 22nd Floor, New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

 

Dominari Holdings Inc. 2022 Equity Incentive Plan (f/k/a AIkido Pharma Inc. 2022 Equity Incentive Plan)

(Full Title of the Plan)

 

Anthony Hayes

Chief Executive Officer

Dominari Holdings Inc.
725 5^th Avenue, 22^nd Floor

New York, NY 10022

(Name and address of agent for service)

 

(212) 393-4540

(Telephone number, including area code, of agent for service)

 

With copies to:

 

Robert F. Charron, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10105 (212) 370-1300

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ¨

 

 

 

REGISTRATION OF ADDITIONAL SHARES
AND INCORPORATION OF PREVIOUS REGISTRATION Statement by reference

 

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) is filed by Dominari Holdings Inc., a Delaware corporation (the “Registrant” or the “Company”), to register an additional 1,229,379 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), reserved for issuance under the Dominari Holdings Inc. 2022 Equity Incentive Plan (f/k/a AIkido Pharma Inc. 2022 Equity Incentive Plan) (the “2022 Plan”), adopted by the Company’s Board of Directors, and approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders on December 5, 2022. On April 7, 2023, the Company filed a registration statement on Form S-8 (Registration No. 333-271179) (the “2023 Registration Statement”) to register 1,100,000 shares of Common Stock reserved for issuance under the 2022 Plan as originally approved by the Company’s stockholders in December 2022.

 

On January 1, 2024, as the result of an automatic increase in the number of shares of Common Stock available for issuance under the 2022 Plan, pursuant to the provisions of the 2022 Plan, an additional 769,736 shares of Common Stock became available for issuance under the 2022 Plan, and the Company filed a registration statement on Form S-8 (Registration No. 333-284014) (the “2024 Registration Statement”) to register the additional 769,736 shares of Common Stock reserved for issuance under the 2022 Plan.

 

On January 1, 2025, as a result of an automatic increase in the number of shares of Common Stock available for issuance under the 2022 Plan, pursuant to the provisions of the 2022 Plan, an additional 1,229,379 shares of Common Stock became available for issuance under the 2022 Plan. This Registration Statement is being filed to register the additional 1,229,379 shares of Common Stock that became available for issuance under the 2022 Plan on January 1, 2025.

 

Pursuant to General Instruction E to Form S-8 under the Securities Act, the contents of the 2023 Registration Statement and 2024 Registration Statement, including the documents incorporated therein by reference, are hereby incorporated by reference into this Registration Statement to the extent not otherwise amended or superseded by the contents hereof. Additionally, in accordance with the instructional note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The Commission allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to another document that we have filed separately with the Commission. You should read the information incorporated by reference herein because it is an important part of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the Commission:

 

(a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 001-41845), filed with the Commission on April 1, 2024 (the “Annual Report”);

 

(b) All other reports filed by us with the Commission pursuant of Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report; and

 

(c) The description of our shares of Common Stock contained in Exhibit 4.2 to the Annual Report.

 

All reports and documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8. Exhibits.

 

Exhibit No.		Exhibit Description
5.1*		Opinion of Ellenoff Grossman & Schole LLP
10.1		2022 Equity Incentive Plan (1)
23.1*		Consent of Marcum LLP, an independent public accounting firm
23.2*		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page of this Registration Statement)
107*		Filing Fee Table

 

(1)	Included as Annex A to the Company’s Definitive Proxy Statement on Form DEF 14A, filed with the Commission on October 21, 2022.
*	Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York, on January 21, 2025.

 

	DOMINARI HOLDINGS INC.
	By:	/s/ Anthony Hayes
		Anthony Hayes
		Chief Executive Officer

 

POWER OF ATTORNEY

 

We, the undersigned officers and directors of Dominari Holdings Inc., hereby constitute and appoint Anthony Hayes, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in his and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Dominari Holdings Inc. and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-8 has been signed by the following persons in the capacities and on the dates indicated below.

 

Name		Title		Date
/s/ Anthony Hayes		Chief Executive Officer and Chairman of the Board of Directors		January 21, 2025
Anthony Hayes		(Principal Executive Officer and Principal Financial and Accounting Officer)
/s/ Kyle Wool
Kyle Wool		President and Director		January 21, 2025
/s/ Tim S. Ledwick
Tim S. Ledwick		Director		January 21, 2025
/s/ Gregory James Blattner
Gregory James Blattner		Director		January 21, 2025
/s/ Soo Yu
Soo Yu		Director		January 21, 2025
/s/ Kyle Haug
Kyle Haug		Director		January 21, 2025
/s/ Robert Dudley
Robert Dudley		Director		January 21, 2025
/s/ Ronald J. Lieberman
Ronald J. Lieberman		Director		January 21, 2025

 

 

3

Exhibit 5.1

 

	1345 AVENUE OF THE AMERICAS, 11th FLOOR
	NEW YORK, NEW YORK 10105
	TELEPHONE: (212) 370-1300
	FACSIMILE: (212) 370-7889
	www.egsllp.com

  

January 21, 2025

 

Dominari Holdings Inc.

725 5^th Avenue, 22^nd Floor

New York, NY 10022

 

Re:

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Dominari Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement has been filed to register 1,229,379 shares (the “2025 Additional Plan Shares”) of Company common stock to be issued pursuant to the Dominari Holdings Inc. 2022 Equity Incentive Plan (f/k/a AIkido Pharma Inc. 2022 Equity Incentive Plan (the “2022 Plan”).

 

In arriving at the opinion expressed below, we have examined and relied on the following documents:

 

(1)

the Certificate of Incorporation and Bylaws of the Company, each as amended as of the date hereof;

 

(2)

the 2022 Plan; and

 

(3)

records of meetings and consents of the Board of Directors of the Company provided to us by the Company.

 

In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In such examination, we have assumed, without independent verification, the genuineness of all signatures (whether original or photostatic), the accuracy and completeness of each document submitted to us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies thereof. We have further assumed the legal capacity of natural persons, that persons identified to us as officers of the Company are actually serving in such capacity, that the representations of officers and employees of the Company are correct as to questions of fact and that each party to the documents we have examined or relied on (other than the Company) has the power, corporate or other, to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or other, of the execution and delivery by such parties of such documents, and the validity and binding effect thereon on such parties. We have also assumed that the Company will not in the future issue or otherwise make unavailable so many shares of its common stock that there are insufficient authorized and unissued shares of common stock for issuance of the shares issuable upon exercise of the options or the vesting of restricted stock units being registered in the Registration Statement. We have not independently verified any of these assumptions.

 

 

The opinions expressed in this opinion letter are limited to the General Corporation Law of the State of Delaware. We are not opining on, and we assume no responsibility for, the applicability or effect on any of the matters covered herein of: (a) any other laws; (b) the laws of any other jurisdiction; or (c) the laws of any country, municipality or other political subdivision or local government agency or authority. The opinions set forth below are rendered as of the date of this opinion letter. We assume no obligation to update or supplement such opinions to reflect any change of law or fact that may occur.

 

Based upon and subject to the foregoing, it is our opinion that the 2025 Additional Plan Shares have been duly authorized and, upon issuance and payment therefor in accordance with the terms of the 2022 Plan, and the awards, agreements or certificates issued thereunder, will be validly issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Securities and Exchange Commission, nor do we admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

	Yours truly,
	/s/ Ellenoff Grossman & Schole LLP
	Ellenoff Grossman & Schole LLP

 

 

 

 

Exhibit 23.1

 

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in this Registration Statement of Dominari Holdings Inc. on Form S-8 of our report dated April 1, 2024 with respect to our audits of the consolidated financial statements of Dominari Holdings Inc. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 appearing in the Annual Report on Form 10-K of Dominari Holdings Inc. for the year ended December 31, 2023.

 

/s/ Marcum llp

  

Marcum llp

New York, York

January 21, 2025

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Dominari Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

 

		Security Type		Security Class Title		Fee Calculation Rule		Amount Registered  (1)				Proposed Maximum Aggregate Offering Price Per Share (2)				Maximum Aggregate Offering Price (2)				Fee Rate				Amount of Registration Fee
		Equity		Common Stock, $0.0001 par value per share		Rules 457(c) and 457(h)(1)			1,229,379			$	1.045			$	1,284,701				0.00015310			$	196.69
Previously Paid		-		-		-
		Total Offering Amounts														$	1,284,701				0.00015310			$	196.69
		Total Fees Previously Paid																							-
		Total Fee Offsets																							-
		Net Fee Due																						$	196.69

 

(1)	This Registration Statement registers an additional 1,229,379 shares of common stock, $0.0001 par value per share (the “Common Stock”), of Dominari Holdings Inc. that will be reserved for issuance under the Dominari Holdings Inc. 2022 Equity Incentive Plan (f/k/a AIkido Pharma Inc. 2022 Equity Incentive Plan).
(2)	Estimated solely for the purpose of calculating the registration fee which was computed in accordance with Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as amended, on a basis of the average of the high and low sales prices of the Common Stock last reported on The Nasdaq Capital Market on January 14, 2025.

 

 

 

 

 

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