UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 521, 2025

Dominari Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		~~001~~000-41845		52-0849320
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

725 5^th Avenue, 23^rd Floor

New York, NY 10022

(212) 393-4540

(Address, including Zip Code and Telephone Number, including

Area Code, of Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		DOMH		The 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.

CFO Appointment; Resignation of ~~Brian~~Tim ~~Parsley~~Ledwick as a Director

OnEffective as ~~September~~of 5October 1, 2025, ~~the~~Tim ~~Board~~Ledwick, of67, ~~Directors~~was (appointed as the ~~“Board”)~~Chief Financial Officer of Dominari Holdings Inc. (the “Company”) ~~appointed~~. ~~Brian~~Mr. ~~Parsley~~Ledwick served as athe ~~director~~Audit Committee Chair of the Company since 2015. Most recently, he provided CFO consulting services to ~~fill~~a Nasdaq listed public safety technology and services company (Nasdaq: WRAP). From 2011 until 2022, he was the ~~Class~~Chief ~~III~~Financial ~~vacancy~~Officer ~~created~~of bySYFT, a private equity-backed company that provided software solutions and services to hospitals focused on reducing costs which was successfully sold to GHX in 2022. In addition, since 2012 he has served on the ~~resignation~~board of directors and Audit Committee Chair of Telkonet, Inc. (Nasdaq: TKOI), a smart energy management technology company. From 2007 to 2011, Mr. ~~Ron~~Ledwick ~~Lieberman~~provided CFO consulting services to a $150 million services firm and from 2002 through 2006, he was a member of the board of directors and Executive Vice President-CFO of Dictaphone Corporation playing a lead role in developing a business plan which revitalized the company, resulting in the successful sale of the firm delivering a seven times return to shareholders. From 2001-2002, Mr. ~~Parsley~~Ledwick was brought on as CFO to lead the restructuring efforts of Lernout & ~~has~~Hauspie ~~also~~Speech ~~been~~Products ~~appointed~~(“L&H”), a Belgium-based Nasdaq listed speech technology company, whose market cap had at one point reached a high of $9 billion. Prior to L&H, he held CFO positions at Cross Media Marketing Corp and Cityscape Financial Corp. He began his career at Peat, Marwick, Mitchell & Co. Mr. Ledwick is a member of the ~~audit~~Connecticut Society of Certified Public Accountants and ~~compensation~~received ~~committees~~his BBA in Accounting from The George Washington University and his MS in Finance from Fairfield University.

~~There~~He has is no ~~arrangement~~family ~~or understanding~~relationship ~~between~~with ~~Mr. Parsley and~~ any ~~other~~of ~~persons~~the ~~pursuant~~executive toofficers ~~Mr.~~or ~~Parsley’s~~directors ~~appointment~~of asthe ~~director and there are no related party transactions involving Mr~~Company. ~~Parsley that are reportable under Item 404(a) of Regulation S-K.~~ There are no ~~material plans,~~arrangements ~~contracts~~ or ~~arrangements~~understandings between ~~to which~~ Mr. ~~Parsley~~Ledwick isand aany ~~party~~other toperson orpursuant into which he ~~participates~~was ~~nor~~appointed ~~have~~as ~~there~~an ~~been~~officer ~~any material amendment to any plan, contract or arrangement by virtue~~ of ~~Mr.~~the ~~Parsley’s appointment~~Company.

~~The~~In ~~following~~accordance with the terms of Mr. Ledwick’s Employment Agreement with the Company, dated as of September 21, 2025 (the “Employment Agreement”), he will serve as the Company’s Chief Financial Officer for an initial term of one (1) year, which term will be automatically renewed for additional one-year periods unless either party timely delivers a non-renewal notice. Mr. Ledwick’s base salary is ~~certain~~$350,000 ~~biographical~~per year, subject to regular annual review, payable in accordance with the standard payroll practices of the Company, ~~information~~and ~~regarding~~subject to all withholdings and deductions, as required by law. The Employment Agreement also provides that the Company will recommend to the board of directors that it make a grant of restricted stock to Mr. ~~Parsley:~~Ledwick in an amount equal to 2.0% of the Company’s outstanding common stock, with terms and conditions to be decided at the time of grant. This restricted stock award has not yet been granted. Mr. Ledwick is also entitled to an annual bonus, as determined by the Company’s board of directors in its sole discretion, provided that such annual bonus will not be less than $175,000 in the initial term. Annual bonuses and all stock-based compensation are subject to certain clawback rights as provided in the Employment Agreement.

Mr. ~~Parsley~~Ledwick ~~has~~is ~~more than~~also 30entitled ~~years~~to ofthe ~~experience~~payment inor ~~entrepreneurship,~~reimbursement ~~sales~~of ~~and~~all ~~leadership~~reasonable ~~development~~out-of-pocket expenses. HePursuant ~~has~~to ~~founded~~the ~~and~~terms ~~successfully~~of ~~exited~~the ~~multiple~~Employment ~~companies~~Agreement, ~~including USAhire~~Mr.~~com~~ ~~and~~Ledwick ~~WeSkill,~~is ~~which~~also ~~were~~provided ~~both~~with ~~acquired.~~all ~~Parsley~~health isand aother ~~co-founder~~benefits ofprovided ~~The~~by ~~Constance~~the ~~Group,~~Company ~~where he partners with organizations~~ to ~~transform~~its ~~sales~~senior ~~and~~executive ~~leadership cultures through behavioral science and human connection~~employees.

AtThe Employment Agreement also provides for customary events of termination of employment and provides that in the ~~core~~event of ~~Parsley~~termination as a result of Mr. Ledwick’s ~~philosophy~~death or disability, Mr. Ledwick is ~~The~~entitled ~~Human~~to ~~Factor™,~~severance consisting of (i) six (6) months of his then current base salary; (ii) payment on a ~~proprietary~~pro-rated ~~framework~~basis heof ~~developed~~an annual bonus for the year of termination (which shall be deemed to ~~help~~equal ~~leaders~~50% ~~and~~of ~~organizations~~his ~~leverage~~then ~~authentic~~current base salary); ~~human~~(iii) any unpaid annual bonus earned for the prior year; and (iv) any other payments earned in connection aswith any bonus plan to which Mr. Ledwick was a ~~driver~~participant as of ~~performance~~the ~~and~~date ~~trust~~of indeath or disability. In the ~~digital~~event ~~age~~of termination of Mr. ~~Through~~Ledwick’s ~~this~~employment ~~approach~~(i) by Mr. Ledwick, hefor ~~advises~~Good ~~executives~~Reason ~~and~~(as ~~teams~~such onterm ~~strategies to~~is ~~enhance~~defined ~~performance~~in the Employment Agreement), ~~strengthen~~or ~~communication~~(ii) ~~and~~by ~~drive~~the ~~measurable~~Company, ~~business~~without ~~outcomes~~Cause (as such term is defined in the Employment Agreement), then Mr. ~~His~~Ledwick ~~work~~is ~~has~~entitled ~~helped~~to ~~companies~~(i) ~~across~~six ~~industries~~(6) months of his then current base salary; (ii) ~~create~~payment ~~more~~on ~~engaged~~a ~~workforces,~~pro-rated ~~build~~basis ~~stronger~~of ~~client~~an ~~relationships~~annual ~~and~~bonus ~~achieve~~for ~~sustainable~~the ~~growth~~year of termination (which shall be deemed to equal 100% of his then current base salary); (iii) any unpaid annual bonus earned for the prior year; (iv) any other payments earned in ~~highly~~connection ~~competitive~~with ~~markets~~any bonus plan to which Mr. Ledwick was a participant as of the date of termination; and (v) full accelerated vesting on any equity grants held by Mr. Ledwick at his termination..

~~Widely~~The ~~respected~~above ~~for~~description ~~his~~of ~~expertise,~~the ~~Mr.~~Employment ~~Parsley~~Agreement ~~has~~does ~~consulted~~not ~~with~~purport ~~Fortune~~to ~~500~~be ~~companies,~~complete ~~been~~and ~~recognized~~is asqualified ain ~~Top~~its 40entirety ~~Executive~~by ~~Under~~reference 40to by the ~~Business~~full ~~Journal and~~text isof athe ~~frequent~~Employment Agreement ~~contributor~~filed toherewith ~~leading~~as ~~business~~Exhibit ~~publications and industry conferences~~10.1.

1Tim Ledwick notified the Company of his decision to resign as a member of the board of directors of the Company, effective as of September 21, 2025. Mr. Ledwick’s resignation is not due to any disagreements with the Company on any of its operations, policies or practices.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~Set toforth ~~the~~below ~~requirements of~~is ~~the~~a ~~Securities~~list ~~Exchange Act~~ of ~~1934,~~Exhibits included ~~the~~as ~~registrant~~part ~~has~~of ~~duly caused~~ this ~~report~~Current ~~to be signed on its behalf by the undersigned hereunto duly authorized~~Report.

Dated: September 10, 2025	DOMINARI HOLDINGS INC.
Exhibit No.		Description
	By:	/s/ Anthony Hayes
10.1*		Employment Agreement, made and entered into as of September 21, 2025, by and between Dominari Holdings Inc. and Tim Ledwick
	Name:	Anthony Hayes
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
	Title:	Chief Executive Officer

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.

Dated: September 22, 2025	DOMINARI HOLDINGS INC.

	By:	/s/ Anthony Hayes
	Name:	Anthony Hayes
	Title:	Chief Executive Officer

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