MDB Capital Holdings (MDBH) Status Update summary

IPO update and market context

• The IPO is moving forward with a $4 per share price, targeting $15 million in capital, and is expected to begin trading next week pending final SEC approval.

• The offering is structured to be capital-light, with only $6 million previously invested and $13–14 million in government funding to date.

• The company is transitioning from technology development to product commercialization, targeting four key markets.

• Significant insider ownership will remain post-IPO, with MDB Holdco and founders retaining nearly 77% combined.

Introduction of long-term investor right (LTIR)

• A new LTIR is attached to 3.75 million IPO shares, incentivizing investors to hold shares for at least two years.

• The LTIR allows holders to receive up to one additional share per IPO share if the stock does not double within two years.

• The right is non-transferable and requires continuous ownership, with exceptions for certain life events.

• If the stock trades above $8 for 20 days, the LTIR is canceled; otherwise, a formula determines the number of additional shares granted.

• The LTIR is designed to provide downside protection and encourage long-term investment.

Mechanics and investor considerations

• To qualify for the LTIR, shares must be registered with the transfer agent or held at designated brokerages for two years.

• The formula for additional shares is based on the difference between $8 and the average six-month share price over two years.

• If the share price remains at $4, investors could double their shares, effectively lowering their cost basis to $2.

• The LTIR only applies to IPO shares, not to insider or pre-IPO holdings.

• Demonstration of continuous ownership is required to claim the LTIR benefit.