Filing Summary
Business Context and Reporting Period
MDB Capital Holdings, LLC filed a Form 8-K on November 14, 2023, reporting that previously issued financial statements for the three and six months ended June 30, 2022 should no longer be relied upon because of an error in the calculation of weighted-average Class A common shares outstanding and loss per Class A common share.
Financial Metrics and Restatement
| Period | Metric | Previously Reported | Corrected |
|---|---|---|---|
| Three months ended June 30, 2022 | Weighted-average Class A shares outstanding, basic and diluted | 400,763 | 738,343 |
| Three months ended June 30, 2022 | Net loss per Class A common share, basic and diluted | $(1.35) | $(0.73) |
| Six months ended June 30, 2022 | Weighted-average Class A shares outstanding, basic and diluted | 400,763 | 412,648 |
| Six months ended June 30, 2022 | Net loss per Class A common share, basic and diluted | $(2.32) | $(2.25) |
The filing does not provide revenue, total net loss, cash flow, margins, debt, liquidity, or other operating metrics.
Material Changes and Management Actions
- The mathematical error had a material effect on reported quarterly loss per share for the three months ended June 30, 2022.
- The error had an immaterial effect on loss per share for the six months ended June 30, 2022.
- No other previously reported per-share amounts were affected.
- Management and the Audit Committee determined on November 13, 2023 that the prior financial statements should no longer be relied upon.
- The Audit Committee discussed the matter with the company’s independent registered public accounting firm.
- The company plans to include restatement disclosure in the notes to its consolidated financial statements in the Form 10-Q for the quarter ended September 30, 2023.
Guidance, Risks, and Unusual Items
The filing provides no financial guidance or business outlook. The principal unusual item is the correction of the weighted-average share calculation and related loss-per-share amounts. Investors should consider the risk that reliance on the affected June 30, 2022 financial information may lead to incorrect per-share comparisons until the subsequent Form 10-Q is filed.
Key Facts to Verify
- Verify that the September 30, 2023 Form 10-Q includes the planned restatement disclosure and corrected comparative per-share information.
- Confirm whether any additional effects, disclosures, or control deficiencies were identified beyond those described in this 8-K.
- Reconcile the corrected weighted-average share counts and loss-per-share figures to the subsequent consolidated financial statements.
- Assess whether the restatement affects investor calculations based on historical share counts, valuation, or loss-per-share trends.