MDBH / MDB Capital Holdings, LLC - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as

MDB Capital Holdings Announces Transitions In Its Board of Directors

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 t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as

Other Events

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): April 11, 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) (Commissio

SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT The following are the significant subsidiaries of MDB Capital Holdings, LLC as of December 31, 2024 and the states or jurisdictions in which they are organized. Name Location of Formation Ownership MDB CG Management Company Delaware 100% Public Ventures, LLC Texas 100% PatentVest, Inc. Delaware 100% MDB Minnesota One, Inc. Delaware 67% eXoZym

Description of Capital Stock.

Exhibit 4.3 DESCRIPTION OF CAPITAL Authorized Capital Authorized Amount We currently have two classes of equity representing our limited liability membership interests, which we have denominated in our operating agreement as common shares and preferred shares. The common shares are divided into two classes, the Class A Common Shares and Class B Common Shares. The total number of shares of all clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE ANNUAL PERIOD ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as sp

Submission of Matters to a Vote of Security Holders

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): December 10, 2024 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 001-41751 87-4366624 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as

Entry into a Material Definitive Agreement

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): July 8, 2024 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

Director Offer Letter between the Registrant and Mr. Daniel Torpey, dated June 17, 2024.

Exhibit 10.1 – Offer Letter June 17, 2024 Daniel Torpey 628 Scenic Drive Irving, TX 75039 Re: Board of Directors of MDB Capital Holding, LLC – Offer Letter Dear Dan On behalf of MDB Capital Holdings, LLC (the “Company”, “MDB”, “we”, “our” or “us”) and our Board of Directors (“Board”), I am pleased to offer you a position as a member of our Board. We look forward to working with you on the Board. S

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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 17, 2024 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

Code of Ethics, as of June 17, 2024

Exhibit 14.1 – Code of Ethics MDB CAPITAL HOLDINGS, LLC CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION This Code of Business Conduct and Ethics (the “Code”) applies to all officers and employees of MDB Capital Holdings, LLC, and its subsidiaries (collectively the “Company”). This Code, and the specific obligations are, however, subject to the legal responsibilities of the officers and employees

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) MDB Capital Holdings, LLC (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Shares, no par value per share Other 7,073,908 $ 8.

As filed with the Securities and Exchange Commission on June 10, 2024

S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on June 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 MDB CAPITAL HOLDINGS, LLC (Exact Name of Registrant as Specified in Its Charter) Delaware 87-4366624 State or Other Jurisdiction of Incorporation or Orga

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as

Insider Trading Policy, 2023

Exhibit 19.1 Insider Trading Policy

SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT The following are the significant subsidiaries of MDB Capital Holdings, LLC as of December 31, 2023 and the states or jurisdictions in which they are organized. Name Location of Formation Ownership MDB CG Management Company Delaware 100% Public Ventures, LLC Texas 100% PatentVest, Inc. Delaware 100% Invizyne Technologies, Inc. Nevada 60%

Description of Capital Stock.

Exhibit 4.3 DESCRIPTION OF CAPITAL Authorized Capital Authorized Amount We currently have two classes of equity representing our limited liability membership interests, which we have denominated in our operating agreement as common shares and preferred shares. The common shares are divided into two classes, the Class A Common Shares and Class B Common Shares. The total number of shares of all clas

Clawback Policy 2023

Exhibit 99.1 Clawback Policy of MDB Capital Holdings, LLC A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of MDB CAPTIAL HOLDINGS, LLC (the “Company”) has adopted this Policy (the “Policy”) t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE ANNUAL PERIOD ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as sp

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): December 22, 2023 MDB Capital Hol

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): December 22, 2023 MDB Capital Holdings, LLC (Exact name of registrant as specified in its charter) Delaware 001-41751 87-4366624 (State or other jurisdiction of incorporation) (Commis

Letter to Securities and Exchange Commission from BDO USA, PC, dated December 20, 2023

Exhibit 16.1

Investor presentation dated November 15, 2023 MDB Capital Holdings, LLC

Exhibit 99.2

Press release dated November 15, 2023 MDB Capital Holdings, LLC

Exhibit 99.1

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 16, 2023 MDB Capital Holdings, LLC (Exact name of registrant as specified in its charter) Delaware 001-41751 87-4366624 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registran

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): November 14, 2023 MDB Capital Hol

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): November 14, 2023 MDB Capital Holdings, LLC (Exact name of registrant as specified in its charter) Delaware 001-41751 87-4366624 (State or other jurisdiction of incorporation) (Commis

Other Events

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): September 20, 2023 MDB Capital Holdings, LLC (Exact name of registrant as specified in its charter) Delaware 001-41751 87-4366624 (State or other jurisdiction of incorporation) (Commi

MDB CAPITAL HOLDINGS, LLC 1,666,666 CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS

Filed pursuant to Rule 424(b)(3) Registration Statement 333-268318 PROSPECTUS SUPPLEMENT NO.

MDB CAPITAL HOLDINGS, LLC 2,628,966 CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS

Filed pursuant to Rule 424(b)(3) Registration Statement 333-268318 PROSPECTUS SUPPLEMENT NO.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41751 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as

MDB CAPITAL HOLDINGS, LLC 2,628,966 CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS

Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-268318 PROSPECTUS MDB CAPITAL HOLDINGS, LLC 2,628,966 CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS The selling security holders named in this prospectus, referred to as the “Security Holders” in this prospectus, may offer and sell, from time to time, in one or more offerings, up to 2,628,966 class A common shares rep

MDB CAPITAL HOLDINGS, LLC 1,666,666 CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS

Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-268318 Prospectus Supplement to Prospectus dated July 25, 2023 PROSPECTUS MDB CAPITAL HOLDINGS, LLC 1,666,666 CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS This is the initial public offering of class A common shares representing limited liability interests of MDB Capital Holdings, LLC. We are offering the class A com

CUE / Cue Biopharma Inc / DIGIANDOMENICO ANTHONY Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) MDB Capital Holdings, LLC (Name of Issuer) Class A Common Stock (LLC Interests) (Title of Class of Securities) 55285N 109 (CUSIP Number) Andrew D. Hudders, Esq. Golenbock E

CUE / Cue Biopharma Inc / MARLETT CHRISTOPHER A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) MDB Capital Holdings, LLC (Name of Issuer) Class A Common Stock (LLC Interests) (Title of Class of Securities) 55285N 109 (CUSIP Number) Andrew D. Hudders, Esq. Golenbock E

Investor Presentation of MDB Capital Holdings, LLC, as of July 31, 2023.

Exhibit 99.1

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): July 31, 2023 MDB Capital Holding

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): July 31, 2023 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

MDB CAPITAL HOLDINGS, LLC 1,666,666 CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS

Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-268318 PROSPECTUS MDB CAPITAL HOLDINGS, LLC 1,666,666 CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS This is the initial public offering of class A common shares representing limited liability interests of MDB Capital Holdings, LLC. We are offering the class A common shares at a public offering price of $12.00 per shar

Digital Offering, LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651

Digital Offering, LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 July 21, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

MDB CAPITAL HOLDINGS, LLC 14135 Midway Road, Suite G-150 Addison, TX 75001

MDB CAPITAL HOLDINGS, LLC 14135 Midway Road, Suite G-150 Addison, TX 75001 July 21, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

Calculation of Registration Statement Fee

Exhibit 107.1 CALCULATION OF REGISTRATION FEE Form S-1 MDB Capital Holdings, LLC (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

Form 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MDB Capital Holdings, LLC (Exact name of registrant as specified in its charter) Delaware 87-4366624 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N

As filed with the Commission on July 20, 2023

As filed with the Commission on July 20, 2023 Registration No. 333-268318 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 6199 87-4366624 (State or other jurisdiction of incorporation or organization) (

Forms of Subscription Agreement for Investors

Exhibit 4.4 DO PUBLIC OFFERING SUBSCRIPTION AGREEMENT Class A Common Shares In MDB CAPITAL HOLDINGS, LLC This Subscription Agreement relates to my/our agreement to purchase class A common shares (the “Shares”), to be issued by MDB CAPITAL HOLDINGS, LLC, a Delaware limited liability company (the “Company”), for a purchase price of $12.00 per Share, for a total purchase price of $ (“Subscription Pri

Form of Escrow Agreement among the Registrant, Digital Offering, LLC and Wilmington Trust, National Association

Exhibit 4.3 ESCROW AGREEMENT This AMENDED ESCROW AGREEMENT (this “Agreement”) dated as of this 18th day of July, 2023 by and among MDB Capital Holdings, LLC, a Delaware corporation (the “Company”), having an address at 4209 Meadowdale Lane, Dallas, TX 75229; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 (“Placement Agent”), and WILMINGTON TRUST,

Form of Restated Escrow Agreement with Wilmington Trust, NA

Exhibit 4.5 ESCROW AGREEMENT This AMENDED ESCROW AGREEMENT (this “Agreement”) dated as of this day of July, 2023 by and among MDB Capital Holdings, LLC, a Delaware corporation (the “Company”), having an address at 4209 Meadowdale Lane, Dallas, TX 75229; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 (“Placement Agent”), and WILMINGTON TRUST, NATI

As filed with the Commission on July 6, 2023

As filed with the Commission on July 6, 2023 Registration No. 333-268318 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 6199 87-4366624 (State or other jurisdiction of incorporation or organization) (P

Calculation of Registration Statement Fee

Exhibit 107.1 CALCULATION OF REGISTRATION FEE Form S-1 MDB Capital Holdings, LLC (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

MDB Capital, S.A. Service Agreement, dated January 1, 2022, as amended and restated June 1, 2023

Exhibit 10.6

Selling Agency Agreement

Exhibit 1.1 SELLING AGENT’S AGREEMENT between MDB CAPITAL HOLDINGS, LLC (the “Company”) and Digital Offering, LLC (the “Selling Agent”) SELLING AGENT’s AGREEMENT July [*], 2023 Digital Offering, LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Ladies and Gentlemen: Introduction. This selling agent’s agreement (this “Agreement”) constitutes the agreement between MDB Capital Holdings, LLC ,

May 8, 2023

Attorneys at Law | 711 Third Ave., New York, NY 10017-4014 T (212) 907-7300 | F (212) 754-0330 | www.golenbock.com Direct Dial No.: (212) 907-7349 Direct Fax No.: (212) 754-0330 Email Address: AHudders @GOLENBOCK.COM May 8, 2023 United States Securities and Exchange Commission Division of Corporation Finance – Office of Finance Washington, DC 20549 Attention: Ms. Tonya Aldave Ms. Susan Block Mr. W

Selling Agency Agreement

Exhibit 1.1 SELLING AGENT’S AGREEMENT between MDB CAPITAL HOLDINGS, LLC (the “Company”) and Digital Offering, LLC (the “Selling Agent”) SELLING AGENT’s AGREEMENT May [*], 2023 Digital Offering, LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Ladies and Gentlemen: Introduction. This selling agent’s agreement (this “Agreement”) constitutes the agreement between MDB Capital Holdings, LLC ,

As filed with the Commission on May 8, 2023

As filed with the Commission on May 8, 2023 Registration No. 333-268318 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 6199 87-4366624 (State or other jurisdiction of incorporation or organization) (Pr

Calculation of Registration Statement Fee

Exhibit 107.1 CALCULATION OF REGISTRATION FEE Form S-1 MDB Capital Holdings, LLC (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

Subject to Completion, Dated April ___, 2023 MDB CAPITAL HOLDINGS, LLC 833,333 CLASS A COMMON SHARES REPRESENTING LIMITED LIABILITY INTERESTS

Attorneys at Law | 711 Third Ave., New York, NY 10017-4014 T (212) 907-7300 | F (212) 754-0330 | www.golenbock.com Direct Dial No.: (212) 907-7349 Direct Fax No.: (212) 754-0330 Email Address: AHudders @GOLENBOCK.COM April 18, 2023 United States Securities and Exchange Commission Division of Corporation Finance – Office of Finance Washington, DC 20549 Attention: Ms. Tonya Aldave Ms. Susan Block Mr

Forms of Subscription Agreement for Investors

Exhibit 4.4 1. Form of Digital Offering LLC Investor Subscription Agreement PUBLIC OFFERING SUBSCRIPTION AGREEMENT Class A Common Shares In MDB CAPITAL HOLDINGS, LLC This Subscription Agreement relates to my/our agreement to purchase class A common shares (the “Shares”), to be issued by MDB CAPITAL HOLDINGS, LLC, a Delaware limited liability company (the “Company”), for a purchase price of $12.00

Calculation of Registration Statement Fee

Exhibit 107.1 CALCULATION OF REGISTRATION FEE Form S-1 MDB Capital Holdings, LLC (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

As filed with the Commission on March 23, 2023

As filed with the Commission on March 23, 2023 Registration No. 333-268318 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 6199 87-4366624 (State or other jurisdiction of incorporation or organization)

Form of Selling Agent’s Warrant

Exhibit 4.2 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [*], 2023, WHICH IS THE COMMENCEMENT OF SALES OF CLASS A COMMON SHARES IN THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF DIGITAL OFFERING SECU

Selling Agency Agreement

Exhibit 1.1 SELLING AGENCY AGREEMENT Maximum: 833,333 Class A Common Shares [ ], 2023 Digital Offering, LLC 1461 Glenneyre Street, Suite D Laguna Beach, CA 92651 Ladies and Gentlemen: Introduction. This selling agency agreement (this “Agreement”) constitutes the agreement between MDB Capital Holdings, LLC, a Delaware limited liability company (the “Company”), on the one hand, and Digital Offering,

GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLC 711 THIRD AVENUE – 17TH FLOOR NEW YORK, NEW YORK 10017

GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLC 711 THIRD AVENUE – 17TH FLOOR NEW YORK, NEW YORK 10017 Direct Dial No.

Calculation of Registration Statement Fee

Exhibit 107.1 CALCULATION OF REGISTRATION FEE Form S-1 MDB Capital Holdings, LLC (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLC 711 THIRD AVENUE – 17TH FLOOR NEW YORK, NEW YORK 10017

GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLC 711 THIRD AVENUE – 17TH FLOOR NEW YORK, NEW YORK 10017 Direct Dial No.

As filed with the Commission on February 2, 2023

As filed with the Commission on February 2, 2023 Registration No. 333-268318 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 6199 87-4366624 (State or other jurisdiction of incorporation or organization

List of Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of MDB Capital Holdings, LLC Name Location of Formation Ownership MDB CG Management Company Delaware 100% Public Ventures, LLC Texas 100% PatentVest, Inc. Delaware 100% Invizyne Technologies, Inc. Nevada 60%

Limited Liability Company Agreement of MDB Capital Holdings, LLC dated November 9, 2022

Exhibit 3.2 (November 9, 2022 (As approved by shareholders) LIMITED LIABILITY COMPANY AGREEMENT OF MDB CAPITAL HOLDINGS, LLC TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. Interpretation. 8 ARTICLE 2. THE COMPANY 9 Section 2.1. Name 9 Section 2.2. Registered Agent and Registered Office 9 Section 2.3. Other Offices 9 Section 2.4. Filings 9 Section 2.5. Purpo

Calculation of Registration Statement Fee

Exhibit 107.1 CALCULATION OF REGISTRATION FEE Form S-1 MDB Capital Holdings, LLC (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

As filed with the Commission on December 28, 2022

As filed with the Commission on December 28, 2022 Registration No. 333-268318 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 6199 87-4366624 (State or other jurisdiction of incorporation or organizatio

GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP 711 THIRD AVENUE – 17TH FLOOR NEW YORK, NEW YORK 10017

GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP 711 THIRD AVENUE – 17TH FLOOR NEW YORK, NEW YORK 10017 Direct Dial No.

Employment Agreement by and between the registrant and Christopher Marlett, dated April 15, 2022.

Exhibit 10.4 EXECUTIVE employment AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of April 15, 2022, by and between Christopher Marlett (“Executive”) and MDB CG Management Company, a Nevada corporation (the “Company” and together with Executive, the “Parties”). RECITALS THE PARTIES ENTER INTO THIS AGREEMENT on the basis of the following facts, understa

2022 Equity Incentive Award Plan

Exhibit 10.2 Board of Directors Adopted: January 14, 2022 Shareholder Adopted January 14, 2022 MDB CAPITAL HOLDINGS, LLC 2022 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of this MDB Capital Holdings, LLC 2022 Equity Incentive Plan (the “Plan”) is to assist MDB Capital Holdings, LLC, a Delaware limited liability company (the “Company”), and its Related Entities (as hereinafter defined) in attract

List of Subsidiaries of the Registrant.

EX-21.1 13 ex21-1.htm Exhibit 21.1 Subsidiaries of MDB Capital Holdings, LLC Name Location of Formation Ownership MDB CG Management Company Delaware 100% Public Ventures, LLC Texas 100% PatentVest, Inc. Delaware 100% Invizyne Technologies, Inc. Nevada 60%

As filed with the Commission on November 10, 2022

As filed with the Commission on November 10, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDB CAPITAL HOLDINGS, LLC (Exact name of registrant as specified in its charter) Delaware 6199 87-4366624 (State or other jurisdiction of incorporation or organization) (Primary Standard Indu

Employment Agreement by and between the registrant and Mo Hayat, dated April 15, 2022.

Exhibit 10.5 EXECUTIVE employment AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?), is made and entered into as of April 15, 2022, by and between Mo Hayat (?Executive?) and MDB CG Management Company, a Nevada corporation (the ?Company? and together with Executive, the ?Parties?). RECITALS THE PARTIES ENTER INTO THIS AGREEMENT on the basis of the following facts, understandings, and

Form of RSU Award Agreement under 2022 Equity Incentive Award Plan for grants after July 1, 2022

EX-10.3 7 ex10-3.htm Exhibit 10.3 RSU FORM AGREEMENT N0. [000] MDB CAPITAL HOLDINGS, LLC RESTRICTED STOCK UNIT AGREEMENT FOR [ FILL IN NAME OF GRANTEE] 1. Award of Restricted Stock Units. MDB Capital Holdings, LLC, a Delaware limited liability company (the “Company”) hereby grants, as of this [] day of , 20 (the “Date of Grant”), to [ NAME OF EMPLOYEE] (the “Recipient”), Restricted Stock Units (co

Code of Business Conduct and Ethics (October 2022)

Exhibit 14.1 October 2022 CODE OF BUSINESS CONDUCT AND ETHICS THIS CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING THE CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHIEF FINANCIAL AND/OR ACCOUNTING OFFICER, AS THE CASE MAY BE (the ?CFO?)), AND EMPLOYEE OF MDB CAPITAL HOLDINGS, LLC AND ITS SUBSIDIARIES AND CONTROLLED COMPANIES (COLLECTIVELY, THE ?COMPANY?). To further the Company?s fundamental princip

Calculation of Registration Statement Fee

EX-FILING FEES 15 ex107-1.htm Exhibit 107.1 CALCULATION OF REGISTRATION FEE Form S-1 MDB Capital Holdings, LLC (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registra

Form of Registrant’s class A common share certificate

EX-4.1 3 ex4-1.htm Exhibit 4.1

Form of Indemnification Agreement by and between the registrant and each of its directors and executive officers.

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of , 2022, by and between MDB Capital Holdings, LLC, a Delaware limited liability company (the ?Company? as further defined in Section 13 hereof), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or i

Limited Liability Company Certificate of Formation dated August 10, 2022

EX-3.1 2 ex3-1.htm Exhibit 3.1

Form of Escrow Agreement among the Registrant, Digital Offering, LLC and Wilmington Trust, National Association

Exhibit 4.3 ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”) dated as of this 19th day of October, 2022 by and among MDB Capital Holdings, LLC, a Delaware corporation (the “Company”), having an address at 4209 Meadowdale Lane, Dallas, TX 75229; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 (“Placement Agent”), and WILMINGTON TRUST, NATI

MDB Capital, S.A. Service Agreement, dated January 1, 2022

Exhibit 10.6 Services Agreement THIS SERVICES AGREEMENT (this ?Agreement?), dated as of January 1, 2022 is by and between MDB CG Management Company, a Nevada corporation (the ?Company?) and Patentvest S.A., a Nicaragua company (?Contractor?). The parties acknowledge and confirm that Contractor has commenced the process to change its name from ?Patentvest S.A.? to ?MDB Capital S.A.? and upon comple

Form of Warrant issued June 22, 2022 to placement agents in the June Private Offering

EX-10.7 11 ex10-7.htm Exhibit 10.7 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERSISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1