# INNOVATION CAPITAL, LLC X-17A-5 (2026-02-24) — Broker-dealer annual report - Company: INNOVATION CAPITAL, LLC - Form: X-17A-5 - Filed: 2026-02-24 - Period: 2025-12-31 - Accession: 0001309389-26-000003 - CIK: 1309389 - File #: 8-66734 - Type: Broker-dealer - Material weakness: No - Auditor: DCPA - Auditor location: Century City, CA - Contact: Matt sodl - Phone: (310) 335-9333 - Email: msodl@innovation-capital.com - Website: innovation-capital.com - Signed by: Matt Sodl (Managing partner, President) Original filing: https://www.sec.gov/Archives/edgar/data/1309389/000130938926000003/2025InnovCertAudfull.pdf --- {0}------------------------------------------------ **Innnovation Capital, LLC Report Pursuant to Rule 17a-5(d) Financial Statements For the Year Ended December 31, 2025** {1}------------------------------------------------ | OMB APPROVAL | | |--------------------------|----| | OMB Number: 3235-0123 | | | Expires: Nov. 30, 2026 | | | Estimated average burden | | | hours per response: | 12 | | 8-66734 | |---------| 01/01/25 12/31/25 Innovation Capital, LLC 2255 Glades Road, Suite 324A Boca Raton FL 33431 Matt Sodl (310) 335-9333 msodl@innovation-capital.com DCPA 2121 Avenue of the Stars #800 Century City CA 90067 09/15/2020 6567 {2}------------------------------------------------ | Matt sodl | | , swear (or affirm) that, to the best of my knowledge and beliet, the | | |--------------------------------------------------------------------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | financial report pertaining to the firm of Innovation Capital, LLC | | | as of | | Daramhar 31 | 2025 | 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - 1 - - 1 - - 1 - - | | Matt sodl Innovation Capital, LLC December 31 025 - - - - - - - - - - - - - - - - - - - - - - - - - - - {3}------------------------------------------------ #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To Those Charged with Governance and the Member oflnnovation Capital, LLC: #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Innovation Capital, LLC (the "Company") as of December 31, 2025, the related statements of income, changes in member's equity, and cash flows for the year then ended, and the related notes ( collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States. #### **Basis for Opinion** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### **Supplemental Information** The information contained in Schedules I and II ("Supplemental Information") has been subjected to audit procedures performed in conjunction with the audit of the Company's financial statements. The Supplemental Information is the responsibility of the Company's management. Our audit procedures included determining whether the Supplemental Information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the Supplemental Information. In forming our opinion on the Supplemental Information, we evaluated whether the Supplemental Information, including its form and content is presented in conformity with 17 C.F.R. § 240.17a-5. In our opinion, Schedules I and II are fairly stated, in all material respects, in relation to the financial statements taken as a whole. *OCPA* DCPA We have served as the Company's auditor since 2022. Century City, California February 13, 2026 {4}------------------------------------------------ ## **Innnovation Capital, LLC Statement of Financial Condition December 31, 2025** #### **Assets** | Cash | \$
543,906 | |---------------------------------------|---------------| | Prepaid expenses | 28,515 | | Accounts receivable | 117,764 | | Investments, at fair market value | 185,257 | | Total assets | \$
875,442 | | Liabilities and Member's Equity | | | Liabilities | | | Accounts payable | \$
79,329 | | Other liabilities | 2,500 | | Total liabilities | 81,829 | | Member's equity | | | Member's equity | 793,613 | | Total member's equity | 793,613 | | Total liabilities and member's equity | \$
875,442 | *The accompanying notes are an integral part of these financial statements.* {5}------------------------------------------------ ### **Innnovation Capital, LLC Statement of Income For the Year Ended December 31, 2025** | Revenues | | |-----------------------------------------------|-----------------| | Fee based income | \$
2,802,410 | | Dividend and interest income | 15,763 | | Total revenues | 2,818,173 | | Expenses | | | Occupancy | 10,352 | | Payroll | 1,646,521 | | Marketing | 71,785 | | Insurance | 185,025 | | Office supplies | 17,532 | | Professional fees | 291,031 | | Travel & exepenses: internal | 107,198 | | Printing & shipping | 1,700 | | Other operating expenses | 54,911 | | Travel & exepenses: client reimbursement | 28,131 | | Total expenses | 2,414,186 | | Net income (loss) before income tax provision | 403,987 | | Income tax | 5,729 | | Net income (loss) | \$
398,258 | {6}------------------------------------------------ # **Innnovation Capital, LLC Statement of Changes in Member's Equity For the Year Ended December 31, 2025** | Balance at December 31, 2024 | Member's
Equity | | | |------------------------------|--------------------|--|--| | | \$
813,355 | | | | Net income (loss) | 398,258 | | | | Member's distributions | (418,000) | | | | Balance at December 31, 2025 | \$
793,613 | | | {7}------------------------------------------------ # **Innnovation Capital, LLC Statement of Cash Flows For the Year Ended December 31, 2025** | Cash flow from operating activities: | | | |--------------------------------------------------------|----------------|---------------| | Net income (loss) | | \$
398,258 | | Adjustments to reconcile net income (loss) to net | | | | cash provided by (used in) operating activities: | | | | Dividend gain on investment | \$
(15,710) | | | (Increase) decrease in assets: | | | | Accounts Receivable | 88,054 | | | Prepaid expense | (6,425) | | | (Increase) decrease in liabilities: | | | | Accounts Payable | 60,542 | | | Other liabilities | 2,500 | | | Total adjustments | | 128,961 | | Net cash provided by (used in) in operating activities | | 527,219 | | Cash flow from investing activities: | | | | Dividend gain on investment | 15,710 | | | Purchase of investments | (415,712) | | | Sales of investments | 450,000 | | | Net cash provided by (used in) investing activities | | 49,998 | | Cash flow from financing activities: | | | | Member distributions | {418,000) | | | Net cash provided by (used in) financing activities | | {418,000) | | Net increase (decrease) in cash | | 159,217 | | Cash at December 31, 2024 | | 384,689 | | Cash at December 31, 2025 | | \$
543,906 | | Supplemental disclosure of cash flow information: | | | | Cash paid during the year for: | | | | Interest | \$ | | | Income taxes | \$
5,729 | | *The accompanying notes are an integral part of these financial statements.* {8}------------------------------------------------ #### **1. GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** #### *General* Innovation Capital, LLC (the "Company"), was originally organized in the State of Louisiana on February 16, 2004. On February 26, 2021 the Company changed its domestication to Florida. The Company is a registered broker-dealer in securities under the Securities and Exchange Act of 1934 ("SEC"), a member of the Financial Industry Regulatory Authority ("FINRA"), and the Securities Investor Protection Corporation ("SIPC"). The Company is a wholly-owned subsidiary of Innovation Capital Holding, LLC (the "Member"). The Company is engaged in business as a securities broker-dealer. The Company raises capital for corporate clients and provides financial advisory services related to mergers and acquisitions. #### *Summary of Significant Accounting Policies* The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Accounts receivable are stated at face amount with no allowance for doubtful accounts. An allowance for doubtful accounts is not considered necessary because probable uncollectible accounts are immaterial. The Company earns fees from mergers & acquisitions advisory services; capital raises and other advisory engagements. The Company recognizes these revenues as its associated performance obligations are completed, in accordance with the terms of written engagement agreements with customers. These agreements provide for various billing arrangements, such as initial and on-going retainers; transaction success fees; and advisory services. There were no open contracts at December 31, 2025. Success fees are recognized upon the completion of the underlying transaction, at which point the Company's performance obligations have been completed; the transaction price is known or estimable; and collection is reasonably assured. During the year ended December 31, 2025, the Company did not earn any success fees. Consulting income is recognized in the period billed, which corresponds to the Company's completion of its performance obligations. During the year ended December 31, 2025 the Company's consulting income totaled \$1,804,560. {9}------------------------------------------------ #### **1. GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** **Retainers are non-refundable and generally recognized in the period billed, which corresponds to the Company's completion of its performance obligations. During the year ended December 31, 2025 the Company's retainer income totaled \$997,850.** **The Company is treated as a disregarded entity for federal income tax purposes, in accordance with single member limited liability company rules. All tax effects of the Company's income or loss are passed through to the Member. Therefore, no provision or liability for Federal Income Taxes is included in these financial statements.** #### **2. INVESTMENTS, AT MARKET VALUE** **Investments at market value consist of Mutual Funds. These are classified as Level 1 trading securities and stated at their fair market value based on quoted prices in active markets. At December 31, 2025, these securities are carried at their fair market value of \$185,257 (see Note 3).** ### **3. FAIR VALUE MEASUREMENT - ACCOUNTING PRONOUNCEMENT** **On January 1, 2009, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income, or cost approach, as specified by F ASB ASC 820, are used to measure fair value.** **The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:** **Level 1 - Quoted prices in an active market for identical assets or liabilities;** **Level 2 - Observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model derived prices whose inputs** **are observable or whose significant value drivers are observable;** {10}------------------------------------------------ #### **3. FAIR VALUE MEASUREMENT - ACCOUNTING PRONOUNCEMENT (continued)** **Level 3 - Assets and liabilities whose significant value drivers are unobservable.** **The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2025:** | Assets | Fair Value | | Level 1 Inputs Level 2 Inputs Level 3 Inputs | | |--------------------------|---------------|---------------|----------------------------------------------|--| | Investments Mutual Funds | \$
185,257 | \$
185,257 | | | | | | | | | | Total | \$
185,257 | \$
185,257 | | | | | | | | | **The Mutual Funds referenced in the above table are Fidelity Treasury Portfolio Institutional Class SHS is a cash-oriented investment fund managed by Fidelity Investments designed to offer investors a highly liquid, low-risk place to invest cash with the potential to earn current income. The fund seeks to preserve capital and maintain liquidity primarily in short-term U.S. government obligations.** #### **4. INCOME TAXES** **As discussed in the Summary of Significant Accounting Policies (Note 1), the Company operates as a limited liability company treated as a disregarded entity for tax purposes. The Company is doing business in Florida and there is no business tax for LLCs in that state.** **The Company earned a portion of its revenues from California sources and paid a total of \$5,729 relating to CA FTB Taxes and CA LLC Fees during the year ended December 31, 2025. The total taxes paid related to tax years 2024 and 2025.** #### **5. 401 (K) PLAN** **Effective January 1, 2008, the Company adopted a Section 401(k) Plan (the "Plan"). All employees, 21 years of age or older, are eligible to make elective deferrals in the Plan, provided they have completed ninety (90) days of service. Contributions are discretionary, up to a maximum of 4% of employee compensation or 100% of employee deferral, whichever is less. For the year ended December 31, 2025, the Companymade a contribution of \$43,649 towards the Plan included in Payroll on the Statement of Income.** {11}------------------------------------------------ #### **6. LEASE** **The Company does not have any leases that require ASC 842 treatment.** ### **7. COMMITMENTS, CONTINGECIES** #### *Contingencies* **The Company maintains several bank accounts at financial institutions. These accounts are insured either by the Federal Deposit Insurance Commission ("FDIC"), up to \$250,000, or the Securities Investor Protection Corporation ("SIPC"), up to \$500,000. At times during the year ended December 31, 2025, cash balances held in financial institutions were in excess of the FDIC and SIPC's insured limits. The Company has not experienced any losses in such accounts and management believes that it has placed its cash on deposit with financial institutions which are financially stable.** #### *Litigation* **The Company is periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. At this time, management does not believe that any of the company's pending legal matters will have a material adverse effect on the Company's financial statements.** #### *Guarantees* **In accordance with F ASB ASC 460, Guarantees, the Company has issued no guarantees at December 31, 2025, or during the year then ended.** ### **8. RECENTLY ISSUED ACCOUNTING STANDARDS** **The Financial Accounting Standards Board (the "F ASB") has established the Accounting Standards Codification ("Codification" or "ASC") as the authoritative source of generally accepting accounting principles ("GAAP") recognized by the F ASB. The principles embodied in the Codification are to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP in the United States. New accounting pronouncements are incorporated into the ASC through the issuance of Accounting Standards Updates ("ASU's").** **For the year ending December 31, 2025, various ASU's issued by the FASB were either newly issued or had effective implementation dates that would require their provisions to be reflected in the financial statements for the year then ended.** **The Company has either evaluated or is currently evaluating the implications, if any, of each of these pronouncements and the possible impact they may have on the Company's financial statements. In most cases, management has determined that the pronouncement has either limited or no application to the Company and, in all cases, implementation would not have a material impact on the financial statements taken as a whole.** {12}------------------------------------------------ ### **9. NET CAPITAL REQUIREMENTS** **The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1 ), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Rule 15c3- 1 also provide that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed [10 to 1].** **Net capital and aggregate indebtedness change day to day, but on December 31, 2025, the Company had net capital of \$634,366 which was \$628,911 in excess of its required net capital of 5,000; and the Company's ratio of aggregate indebtedness \$81,829 to net capital was 0.13 to 1, which is less than the 15 to 1 maximum allowed.** #### **10. SUBSEQUENT EVENTS** **The Company has evaluated events and transactions subsequent to the Statement of Financial Condition date for items requiring recording or disclosure in the financial statements. The evaluation was performed through the date the financial statements were available to be issued. Based upon this review, the Company has determined that there were no events or transactions which took place that would have a material impact on its financial statements.** #### **11. RELATED PARTY** **The Company engaged entities related through common ownership as consultants to perform work on certain gaming/hospitality projects. Consulting payments to these related-party entities amounted to approximately \$96,973 and are included in professional fee expense on the Statement oflncome.** **It is possible that consulting payments made to these related-parties would not be comparable to those payments made to third-party entities for work in other projects or industries.** #### **12. SEGMENT REPORTING** **The Company follows Accounting Standards Update 2023-7 - Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-7"), which expands reportable segment information by requiring companies to disclose, on an annual and interim basis, significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. ASU 2023-7 also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM makes decisions about allocating resources to segments and evaluating performance.** **The Company conducts its business activities and reports financial results as a single reportable brokerage services segment. The CODM title and position is the CEO who makes decisions about allocating resources and assessing performance in a manner consistent with the way the Company operates its business and presents their financial results. The nature of business and accounting policies of the brokerage services segment are the same as described in the description of business and summary of significant accounting policies notes.** {13}------------------------------------------------ #### **Innovation Capital, LLC Schedule I - Computation of Net Capital Requirements Pursuant to SEC Rule 15c3-1 As of December 31, 2025** #### **Computation of net capital** | Member's equity | \$
793,613 | | |-----------------------------------------------------------------------------|---------------|---------------| | Total member's equity | | \$
793,613 | | Less: Non-allowable assets | | | | Accounts receivable | (117,764) | | | Prepaid expense | (28,515) | | | Total non-allowable assets | | (146,279) | | Net Capital before haircuts | | 647,334 | | Haircuts on mutual funds | (12,968) | | | Total haircuts and undue concentration | | (12,968) | | Net Capital | | 634,366 | | Computation of net capital requirements
Minimum net capital requirements | | | | 6 2/3 percent of net aggregate indebtedness | \$
5,455 | | | Minimum dollar net capital required | \$
5,000 | | | Net capital required (greater of above) | | (5,455) | | Excess Net Capital | | \$
628,911 | | Aggregate indebtedness | | \$
81,829 | | Ratio of aggregate indebtedness to net capital | | 0.13:1 | **There was no material difference between Net Capital computation shown here and the net capital computation shown on the Company's most recently filed Form X-17A-5 Part IIA report dated December 31, 2025.** {14}------------------------------------------------ #### **INNOVATION CAPITAL, LLC** #### **Schedule II - Computation for Determination of the Reserve Requirements and Information Relating to Possession or Control Requirements For Brokers and Dealers Pursuant to SEC SEC Rule 15c3-3 As of December 31, 2025** **The Computation for Determination of the Reserve Requirements and Information Relating to Possession or Control Requirements for Brokers and Dealers is not applicable to the Company, as the Company is not subject to the provisions of Rule 15c3-3 as the Company does not, and will not, hold customer funds or securities, and that its business activities are, and will remain as private placements and due M&A services. Accordingly, there are no items to report under the requirements of this Rule.** {15}------------------------------------------------ **Innovation Capital, LLC Report on Exemption Provisions Pursuant to Provisions ofl 7 C.F.R. § 15c3-3(k) For the Year Ended December 31, 2025** {16}------------------------------------------------ #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **DCPA** **To Those Charged with Governance and the Member oflnnovation Capital, LLC:** **We have reviewed management's statements, included in the accompanying Exemption Report, in which (1) Innovation Capital, LLC does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and (2) Innovation Capital, LLC's other business activities contemplated by Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.l 7a-5 ("Non-Covered Firm") but limited to (1) private placement of securities on a best efforts basis; and (2) mergers and acquisitions; and (3) other corporate finance advisory services and that the Company did not identify any exceptions to this assertion throughout the year ended December 31, 2025. Innovation Capital, LLC's management is responsible for compliance with the exemption provisions, and the provisions of Footnote 74, and its statements.** **Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Innovation Capital, LLC's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion.** **Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in the Non-Covered Firm provision.** **DCPA** **Century City, California February 13, 2026** {17}------------------------------------------------ # **I t· C ·t I** *Investment Bankers* #### **Innovation Capital, LLC Exemption Report For the Year Ended December 31, 2025** **Innovation Capital, LLC ("the Company"), is a registered broker-dealer subject to Rule 17a -5 promulgated by the Securities and Exchange Commission (17 C.F.R. Section 240.17a -5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. Section 240.17a-5(d)(l) and (4). To the best of its knowledge and belief, the Company states the following:** - **1) The Company does not claim an exemption under paragraph (k) of 17 C.F .R. § 240. 15c3-3, and** - **2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to (1) private placement of securities on a best efforts basis; and (2) mergers and acquisitions; and (3) other corporate finance advisory services. The Company (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, other than money or other consideration received and promptly transmitted in compliance with paragraph (a) or (b)(2) of Rule 15c2-4; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception.** **Innovation Capital, LLC** **I, Matt J. Sodl, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct.** **By** *fY\23�* **Title: Founding Partner & President** **Innovation Capital, LLC** 2255 Glades Road, Suite 324A Boca Raton, FL 33431 Tel (561) 725-0702 Member FINRA/SIPC Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.