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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 2, 2025
MDB CAPITAL HOLDINGS, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-41751 | 87-4366624 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
14135 Midway Road, Suite G-150
Addison, TX 75001
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (945) 262-9010
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Shares, representing Limited Liability Interests | MDBH | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On May 28, 2025, Matthew Hayden notified the Board of Directors of MDB Capital Holdings, LLC (the “Company”) of his intention to resign as a director of the Company, effective as of June 30, 2025. His resignation includes being a member of the Audit Committee.
Mr. Hayden’s resignation was not the result of any disagreement with the Company, its management, or the Board of Directors on any matter relating to the Company’s operations, policies, or practices. Mr. Hayden was provided a copy of this Current Report and the opportunity to comment on the disclosure about his resignation.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press Release of MDB Capital Holdings, LLC, issued June 2, 2025. |
| Exhibit 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 2, 2025 | MDB CAPITAL HOLDINGS, LLC | |
| By | /s/ Jeremy W. James | |
| Jeremy W. James | ||
| Chief Financial Officer | ||
Exhibit 99.1
MDB Capital Holdings Announces Transitions In Its Board of Directors
Matthew Hayden transitions to new strategic role; Dan Torpey appointed Audit Committee Chair
Addison, TX, June 2, 2025 (GLOBE NEWSWIRE) — MDB Capital Holdings, LLC, (NASDAQ: MDBH) (“MDB”), a public venture platform focused on launching category-leading disruptive technology companies, today announced key leadership transitions within its Board of Directors.
Matthew Hayden, a board director since July 2022, will step down effective June 30, 2025, to assume a newly created role as Entrepreneur in Residence. In this position, Mr. Hayden will continue to support MDB’s mission by applying his two decades of experience as an operator, investor, and strategic advisor to help guide early-stage disruptive technology companies through launch and growth while significantly expanding the firm’s public venture community.
“Matt has been an integral part of our board and played a vital role in taking MDB from a private company to a publicly traded leader in public venture,” said Christopher Marlett, Co-founder and CEO of MDB. “We are grateful for his continued partnership and look forward to the impact he will have in this next chapter as we scale the platform and expand our founder and investor community.”
In addition, current board director Dan Torpey has been appointed Chair of the Audit Committee, effective February 13, 2025. Torpey, who joined the Audit Committee in June 2024, brings 24 years of experience as an Assurance Partner at Ernst & Young LLP. His expertise spans accounting, auditing, compliance, financial reporting, fraud detection, and corporate investigations — all of which continue to strengthen MDB’s governance and operational rigor.
These transitions reflect MDB’s commitment to building a world-class leadership team to support its strategy of launching and scaling transformational technology ventures.
About MDB Capital Holdings, LLC
Founded in 1997, MDB focuses on launching “Big Ideas” into valuable public companies with a better approach to public venture capital. This approach involves community-driven financings of pre-revenue, early-stage disruptive technology companies through early public offerings, primarily listed on NASDAQ, as well as post-IPO offerings for already public companies that fit MDB’s overall criteria for investment.
MDB Capital is the brand under which MDB Capital Holdings, LLC (NASDAQ: MDBH) and its subsidiaries operate and provide services, which includes a self-clearing broker-dealer and trading platform and an integrated, intellectual property (IP) strategy consulting and law firm. MDB Capital is a registered broker-dealer, Member FINRA/SIPC.
For more information, please visit www.mdb.com.
Forward-Looking Statements
This press release contains “forward-looking statements.” These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond MDB’s control. MDB’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in documents that may be filed by MDB from time to time with the SEC. The forward-looking statements included in this press release represent MDB’s views as of the date of this press release. MDB anticipates that subsequent events and developments will cause its views to change. MDB undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing MDB’s views as of any date subsequent to the date of this press release.
Investor Relations Contact:
IR@mdb.com
Media Contact:
press@mdb.com