MDB Capital Holdings Announces Closing of Private Placement and Intent to File for Direct Listing on Nasdaq 

DALLAS, TX., June 15, 2022 — MDB Capital Holdings, LLC, a privately-held Public Venture Capital platform with the objective of revolutionizing the way meaningful technologies are financed and built, today announced the closing of its private placement offering of 2,528,966 Class A shares of its common stock at an offering price of $10.00 per share on June 15, 2022. The gross proceeds from the offering were approximately $25.3 million, before deducting customary underwriting discounts and commissions and other offering-related expenses.

The securities were offered and sold (i) in the United States under the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder to persons who are also “accredited investors” (as such term is defined in Rule 501(a) of Regulation D) and (ii) outside the United States under the exemption provided by Regulation S under the Securities Act.

MDB intends to expeditiously file a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) relating to the proposed direct listing of its common stock on a national securities exchange. A copy of the prospectus related to the registration statement, when available, may be obtained by visiting the SEC website or by emailing MDB’s Investor Relations department at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About MDB Capital Holdings

MDB was founded in 1997 with the purpose of backing visionary technology, inventors, and technology entrepreneurs via a new form of public venture capital that finances pre-revenue, early-stage companies through early public offerings, primarily listed on NASDAQ. After successfully launching 16 companies under this public venture model, MDB believes the natural next step is to become a public entity and attract investors who share its vision to continue to launch new platform technologies into the public markets. MDB currently has two wholly owned subsidiaries, Public Ventures, LLC (“Public Ventures”) and Patentvest, Inc. (“Patentvest”), and a majority-owned company that is also a partner company, Invizyne Technologies, Inc. (“Invizyne”). MDB is also in the process of expanding the business scope of Public Ventures to include self-clearing capabilities to enhance our investment banking services to both issuers and investors.

For more information about MDB, please visit mdb.com or for information about Public Ventures please visit publicventures.com.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, MDB’s expected registration of its securities with the SEC and listing of its securities with The Nasdaq Stock Market. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements.

Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond MDB’s control. MDB’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in documents that may be filed by MDB from time to time with the SEC. The forward-looking statements included in this press release represent MDB’s views as of the date of this press release. MDB anticipates that subsequent events and developments will cause its views to change. MDB undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing MDB’s views as of any date subsequent to the date of this press release.

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