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~~April 1011, ~~2024~~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 ☒~~

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 58.0701 — ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events

~~The~~Several ~~2024~~senior ~~Annual~~executives ~~Meeting~~ of ~~Stockholders~~MDB Capital Holdings, LLC (the “~~Annual Meeting~~Company”) ofhave ~~MDB~~agreed ~~Capital~~in ~~Holdings~~principle to surrender for cancellation an aggregate of 3,600,000 ~~LLC~~restricted stock units (the “~~Company~~RSUs”) ~~was~~previously ~~held~~issued in April 2022 under the 2022 Equity Award Plan on(the ~~December~~“Plan”). 10The surrender is being made in exchange for a like number of shares to be subject to new awards of stock options to be issued in due course pursuant to the terms of the Plan and individual stock option agreements. The new awards will be issued in part as an aggregate of 1,600,000 ~~2024~~time based stock options and 2,000,000 performance based stock options, and will be designated incentive options to the extent possible. AtThe time based stock options will vest over a period of two years and the ~~Annual~~performance ~~Meeting~~based stock options will vest based upon the value of the Class A Shares being above $20.00 per share for a period of time as measured by the public market stock price or the aggregate value of dividends and distributions to Class A stockholders in excess of $20.00 per share made during the term of the award, similar to the ~~Company’s~~same ~~shareholders:~~vesting terms of the RSUs subject to cancellation. The board of directors has taken preliminary action to authorize the exchange of RSUs for the new awards and approve certain general terms for the new awards, but the final award terms are subject to further board approval.

● Elected eight nominees to serve as directors until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified; ● Considered and voted on a non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2025 fiscal year; ● Considered and voted on a non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers; and ● Ratified the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2024.

There were outstanding, as of the close of business on October 11, 2024, the record date for the Annual Meeting, 4,295,632 shares of Class A Common Stock of the Company, each entitled to one vote per shares, and 5,000,000 shares of Class B Common Stock of the Company, each entitled to five votes per share. There were 29,295,632 votes entitled to vote at the Annual Meeting represented by these shares. There were present at the Annual Meeting, either in person or represented by proxy, 27,086,417 votes, representing 92.45% of the shares entitled to vote at the Annual Meeting.

On each of Proposals 1 and 2, there were 1,363,186 broker non-votes, and for Proposal 4 there were no broker non-votes.

The final number of votes cast for, against, withheld or abstaining with respect to each Proposal is set forth below.

Proposal 1	Shares For		Shares Withheld
Christopher Marlett		25,667,802		55,429
Anthony DiGiandomenico		25,670,252		52,979
George Brandon		25,668,203		55,028
Mo Hayat		25,668,102		55,129
Susanne Meline		25,695,603		27,628
Mathew Hayden		25,695,152		28,079
Sean Magennis		25,599,786		123,445
Daniel Torpey		25,713,720		9,511

Proposal 2

Shares For

Shares Against

Shares Abstaining

The non-binding advisory resolution to approve the compensation paid to our named executive officers for our 2025 fiscal year.

25,595,078

101,568

26,585

Proposal 3		Shares For One Year				Shares For Two Years				Shares For Three Years				Shares Abstaining
The non-binding advisory determination of the frequency of future advisory votes on the compensation paid to our named executive officers			346,073				19,124				25,209,730				148,304

Proposal 4

Shares For

Shares Against

Shares Abstaining

Ratification of the appointment of RBSM LLP, as our independent registered public accounting firm, for our fiscal year ending December 31, 2024.

27,078,560

901

6,956

Based on the vote under Proposal 3, the Company will ask the shareholders every three years for an advisory vote on the compensation paid to the named executive officers.

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: December 13, 2024	MDB CAPITAL HOLDINGS, LLC
Date: April 11, 2025	MDB CAPITAL HOLDINGS, LLC
	By	/s/ Jeremy W. James
		Jeremy W. James
		Chief Financial Officer

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