Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On May 22, 2026, Dominari Holdings Inc. (the "Company"), a Delaware corporation, in a successful effort to reduce market overhang from outstanding warrants, entered into inducement agreements (the "Inducement Agreements") with certain holders (the "Holders") of Series B warrants (the "Series B Warrants") of the Company to purchase up to an aggregate of 3,133,880 shares of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), originally issued to the Holders in connection with the Company's previous originally issued to the Holders on February 14, 2025, having an original exercise price of $4.22 per share (the "Existing Warrants"). The shares of Common Stock issuable upon exercise of the Existing Warrants are registered for resale pursuant to an effective registration statement on Form S-3 (No. 333-286648) previously filed with the U.S. Securities and Exchange Commission ("SEC") on April 21, 2025, and declared effective by the SEC on April 25, 2025.

Pursuant to the Inducement Agreements, the Holders were offered options to either (A) exercise for cash their Existing Warrants at a reduced exercise price of $2.50 per share ("Option A") or (B) exchange all, but not less than all, of such Holder's unexercised Existing Warrants for shares of Common Stock at an exchange ratio of 10:3, such that for every ten shares of Common Stock underlying the exchanged Series B Warrants, the Company would issue three shares of Common Stock (the "Exchange Shares") for no additional consideration ("Option B"). The Exchange Shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

The Company expects to receive gross proceeds of approximately $3.67 million pursuant to Option A elections by Holders and expects to issue approximately 150,000 shares of Common Stock pursuant to Option B elections by Holders. Following entry into the Inducement Agreements and consummation of the related issuances and payments, the Company expects there to be approximately 1.2 million unexercised Series B Warrants outstanding.

The foregoing summaries of the Inducement Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the form of such document attached as Exhibits 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference.