Business Context and Reporting Period
This Form 8-K filing by MDB Capital Holdings, LLC (MDBH) reports corporate governance changes effective February 1, 2026. The report was filed on February 2, 2026.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Appointment of Director: Jeb Terry Sr. was appointed as an independent director and member of the audit committee. He is designated as a "financial expert" with over 20 years of experience in microcap medical and biotechnology sectors.
- Resignation of Director: Susanne Meline resigned from the Board effective February 1, 2026, to pursue general retirement.
Compensation and Governance Details
Mr. Terry's compensation package includes:
- Annual cash payment of $50,000.
- Option award to acquire up to 100,000 Class A Shares under the 2022 Equity Incentive Plan.
- Vesting Schedule: 20,000 shares vest on the first anniversary of the grant date; the remaining 80,000 shares vest in increments of 5,000 every three months thereafter, contingent on continued service.
- Reimbursement of usual and reasonable expenses.
- Shares are subject to the Company's clawback policy.
The Board confirmed no material transactions requiring disclosure under Item 404(a) of Regulation S-K exist between Mr. Terry and the Company.
Investor Verification Checklist
- Verify the exact grant date for Mr. Terry's option award to calculate the specific vesting schedule.
- Confirm the total number of outstanding Class A Shares to assess the dilution impact of the 100,000-share option grant.
- Review the Company's 2022 Equity Incentive Plan terms regarding exercise price and expiration.
- Check subsequent filings for the election of a successor to Ms. Meline if her resignation creates a vacancy requiring immediate filling.