SCHEDULE 13D/A: Dominari Holdings Insiders Increase Stake, Receive Significant Share Grants
Beneficial Ownership Update
Key executives Kyle Michael Wool and Soo Yu have significantly increased their beneficial ownership in Dominari Holdings Inc., primarily through recent share grants and prior private placement acquisitions, now holding 16.41% and 16.02% respectively.
Summary
- This is Amendment No. 6 to the Schedule 13D filing by Kyle Michael Wool and Soo Yu, husband and wife, who are key executives and directors at Dominari Holdings Inc.
- Kyle Michael Wool, President of Dominari Holdings Inc. and CEO of its financial services subsidiaries, beneficially owns an aggregate of 2,413,590 shares, representing 16.41% of the outstanding Common Stock.
- Soo Yu, Chief Operating Officer of Dominari Securities LLC, beneficially owns an aggregate of 2,356,805 shares, representing 16.02% of the outstanding Common Stock.
- The beneficial ownership percentages are calculated based on 14,704,045 shares of Common Stock outstanding as of February 21, 2025, which includes 309,118 shares issued to Mr. Wool and Mr. Anthony Hayes on March 24, 2025.
- Of the shares, 2,355,328 are jointly held with shared voting and dispositive power between Mr. Wool and Ms. Yu.
- Mr. Wool also holds 58,262 shares with sole voting and dispositive power through various accounts (SEP-IRA, Rollover IRA, LLCs, and a UTMA account).
- Ms. Yu holds an additional 1,477 shares with sole voting and dispositive power through Dongam, LLC.
- Within the past 60 days, the Reporting Persons acquired 288,814 shares of Common Stock along with Series A and B Warrants (each for 288,814 shares) at a combined purchase price of $3.47 per share through a private placement and registered direct offering that closed on February 12, 2025.
- Additionally, on March 24, 2025, the Reporting Person was granted 154,559 shares of the Issuer's Common Stock by the Compensation Committee of the Issuer's Board.
- An aggregate of 576,368 shares issuable pursuant to Warrants purchased by the Reporting Person are not currently exercisable due to certain beneficial ownership blockers and are excluded from the reported beneficial ownership.
Sentiment
Score: 6
Explanation: The sentiment is moderately positive. While a routine filing, the increase in insider ownership and the grant of shares to key executives can be viewed favorably as it aligns management's interests with those of shareholders. There are no explicit negative disclosures.
Positives
- The grant of 154,559 shares of Common Stock to the Reporting Person by the Compensation Committee aligns management's interests with shareholders.
- Increased beneficial ownership by key executives and directors (Kyle Wool and Soo Yu) can signal confidence in the company's future prospects.
Risks
- Warrants purchased by the Reporting Person, which could lead to an aggregate of 576,368 additional shares, are currently not exercisable due to beneficial ownership blockers, potentially limiting their immediate impact or liquidity.
Future Outlook
The Reporting Persons currently have no specific plans or proposals that would result in major corporate events such as mergers, asset sales, changes in management, or significant changes to the company's business. However, they retain the flexibility to review, reconsider, or change their position and purpose at any time.
Management Comments
- Mr. Wool is President of the Issuer, Chief Executive Officer of Dominari Financial Inc. and Chief Executive Officer of Dominari Securities LLC.
- Ms. Yu serves as Chief Operating Officer of Dominari Securities and previously as a special projects manager and registered brokerage representative.
- Both Mr. Wool and Ms. Yu serve as directors on the board of directors of the Issuer.
Industry Context
This filing is a routine update of beneficial ownership by insiders, common in the financial services industry for publicly traded companies. It reflects changes in executive holdings and compensation, which are standard disclosures.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Grant | The Compensation Committee of the Issuer's Board granted 154,559 shares of Common Stock to the Reporting Person (Kyle Michael Wool) on March 24, 2025. | 2025-03-24 | This grant aligns management incentives with shareholder value and is a standard practice in corporate compensation. |
Related Party Transactions
- The grant of 154,559 shares of Common Stock to Kyle Michael Wool by the Compensation Committee of the Issuer's Board constitutes a related party transaction, as Mr. Wool is President of the Issuer and a Reporting Person.
- The joint beneficial ownership between Kyle Michael Wool and Soo Yu, who are husband and wife and both executives/directors, represents a related party relationship in their shared control over a significant block of shares.
Stakeholder Impact
- Shareholders: Increased insider ownership may be viewed positively, signaling confidence from management. The share grant could be seen as a form of dilution, but also as a mechanism for aligning management's interests with shareholder returns.
- Employees: The filing details the roles of key executives, but does not directly impact the broader employee base.
- Management: The share grants provide additional equity compensation and increase their direct stake in the company's performance.
Next Steps
- The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose regarding their investment in Dominari Holdings Inc.
Key Dates
| Date | Description |
|---|---|
| 2022-12-28 | Initial Schedule 13D filed by Kyle Michael Wool and Soo Yu. |
| 2023-04-03 | Ms. Yu entered into an Employment Agreement with Dominari Securities, amended on April 19, 2023. |
| 2023-07-06 | Amendment No. 1 to Schedule 13D filed. |
| 2023-12-28 | Amendment No. 2 and Amendment No. 3 to Schedule 13D filed. |
| 2025-01-03 | Amendment No. 4 to Schedule 13D filed. |
| 2025-02-12 | Amendment No. 5 to Schedule 13D filed; date of closing for the Issuer's private placement and registered direct offering where Reporting Person acquired shares and warrants. |
| 2025-02-21 | Date as of which 14,704,045 shares of Common Stock of the Issuer were outstanding for beneficial ownership calculation. |
| 2025-03-24 | Date of event requiring filing of this statement; 154,559 shares of Common Stock granted to the Reporting Person by the Compensation Committee; 309,118 shares of Common Stock issued to Mr. Wool and Mr. Anthony Hayes. |
| 2025-03-25 | Date of execution of the Joint Filing Agreement and the Schedule 13D/A filing. |
Recommendation
holdKeywords
Dominari Holdings Inc., Kyle Michael Wool, Soo Yu, Schedule 13D/A, Beneficial Ownership, Common Stock, Share Grant, Warrants, SEC Filing, Insider Ownership, Corporate Governance
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