Dominari Holdings adopts poison pill rights plan to protect net operating loss carryforwards

Dominari Holdings Inc.

One Right distributed per common share for holders of record as of September 22, 2023; exercise price of $5.00 per one one-thousandth of Series Q Preferred Stock.
Rights become exercisable if a person or group acquires beneficial ownership of 4.99% or more of common stock.
Initial expiration on October 11, 2024; board may renew for up to two additional 12-month periods through October 11, 2026, subject to stockholder approval.
Plan designed to deter an 'ownership change' under Section 382 of the Internal Revenue Code that would limit use of NOLs.
Board may redeem Rights at $0.0001 per Right at any time before a person becomes an Acquiring Person.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Dominari Holdings Inc.: Board approved Certificate of Designation of Series Q Preferred Stock filed with Delaware Secretary of State on October 13, 2023, in connection with adoption of a new Rights Agreement to preserve net operating losses (effective 2023-10-13).

Change: charter amendment
Effective: 2023-10-13

Exact text from the filing

In connection with the adoption of the Rights Agreement, the Board approved a Certificate of Designation of Series Q Preferred Stock (the “ Certificate of Designation ”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on October 13, 2023.

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Source: SEC EDGAR

accession 0001013762-23-004497

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