UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C.
20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ________ to _______

 Commission file Number: 000-50587

 WRIGHT INVESTORS'
SERVICE HOLDINGS, INC.

 (Exact Name of Registrant as Specified in Its Charter)

 Delaware

 13-4005439

 (State or Other Jurisdiction of
 Incorporation or Organization)

 (IRS Employer Identification Number)

 118 North Bedford Road, Ste. 100, Mount Kisco, NY 10549

 (Address of Principal Executive Offices, including Zip Code)

 (914) 242-5700

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 None

 Securities registered pursuant to Section 12(g) of the Act:

 Common Stock, $0.01 Par Value

 (Title of Class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files). Yes No

 Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting
company", and "emerging growth company", in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. Yes No

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period. Yes No

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value
of the registrant's common stock held by non-affiliates of the registrant, computed by reference to the price at which the common
stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the registrant's most
recently completed second quarter, is $ 4,000,000.

 As
of April 22, 2025, 20,620,711 shares of the registrant's common stock were outstanding.

 EXPLANATORY NOTE

 Wright Investors'
Service Holdings, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (this "Form 10-K/A") pursuant
to General Instruction G (3) to Form 10-K, which amends and supplements our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024, which was filed with the Securities and Exchange Commission (the "SEC") on March 27, 2025 (the "2024
Form 10-K"). This Form 10-K/A provides the information required to be disclosed in Part III, Items 10 through 14 and updates
the information contained in Part IV, Item 15. As a result of this amendment, the Company is filing as exhibits to this Form 10-K/A
the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained
within this Form 10-K/A, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 Except for the amendments
described above, this Form 10-K/A does not modify or update the disclosures in, or exhibits to, the 2024 Form 10-K.

 Page

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 SIGNATURES

 ITEM 10.
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors

 Set forth below
are the names of, and certain biographical information regarding, the directors of the Company. The Board of Directors currently consists
of three directors.

 Harvey P.
Eisen, 82, has served as Chairman of the board of directors and Chief Executive Officer of the Company since June 2007
and also has served as its President since July 2007. Mr. Eisen has served as a director of the Company since 2004. Mr.
Eisen has served as Chairman and Managing Member of Bedford Oak Advisors, LLC, an investment partnership ("Bedford Oak"),
since 1998 and was Chairman and Director of GP Strategies Corporation, a global performance solutions provider ("GP Strategies")
from 2004 to 2018. Mr. Eisen has also served on the board of directors of VerifyMe, Inc., a provider of physical, cyber and biometric
security solutions from April 2018 through February 2019.

 Mr. Eisen was previously
Senior Vice President of Travelers, Inc. and held various executive positions with Primerica, SunAmerica Corp., and Integrated Resources
Asset Management. Mr. Eisen was president and portfolio manager of Eisen Capital Management for 10 years. He began his career
as an analyst with Stifel, Nicolaus & Co. and Wertheim. Mr. Eisen has served on the Strategic Development Board for the
Trulaske College of Business, University of Missouri from 1995 through 2020 where he established the first accredited course on the Warren
Buffett Principles of Investing. He also serves on the University's Investment Advisory Committee.

 Mr. Eisen is qualified
to serve on our board of directors and brings valuable insight to our board of directors as a result of his broad range of business skills
and his financial literacy and expertise and executive and management leadership skills. Mr. Eisen developed these skills and expertise
during his long and successful business career as Chairman and Managing Member of Bedford Oak, a Senior Vice President of Travelers
and Primerica, as well as his service on other public company and institutional boards.

 Lawrence G. Schafran,
86, is a private investor and has served as a director and chairman of the audit committee of the Company since 2006. Mr. Schafran
also serves as a director of Glasstech, Inc., a manufacturer and seller of glass bending and tempering systems, and Federal Holdings
Financial Services, LLC, a company operating in the financial services industry. Mr. Schafran also served as director of other public
and private companies, such as Cupcake Digital, Inc., a developer of mobile applications focusing on the children's market from
2013 to June 2019 and VerifyMe, Inc., a provider of physical, cyber and biometric security solutions from 2013 to June 2019. He also
served as a Managing Director of Providence Capital, Inc., an investment and advisory firm from March 2003 until December 2012. In September
2021, he was elected to the Board of Cielo Waste Solutions Corp. (Cielo), a company working towards refining landfill and municipal and
commercial waste into high quality renewable diesel.

 Mr. Schafran is qualified
to serve on our board of directors because of his extensive business skills and experiences and his financial literacy and expertise. Mr.
Schafran also possesses a broad range of experiences and skill garnered from the various leadership positions and from his service on
other public company boards and committees.

 Dort A. Cameron
III, 80, is currently the managing member of Airlie Enterprises, LLC, a private consulting and principal investments company
established in 1995 and has served as a director and chairman of the Compensation and Nominating and Corporate Governance Committee of
the Company since February 2019. Mr. Cameron is also the President of the Cameron Family Foundation. Mr. Cameron was a principal of the
Investment Manager, a managing director of the General Partner of the Investment Manager and Chief Investment Officer (portfolio manager)
of the Airlie Opportunity Fund's portfolio from 2003 through 2014.

 Mr. Cameron has over 30
years of investment banking, merchant banking, and investment management experience.

 His experience encompasses
institutional portfolio management, alternative and principal investing, fiduciary oversight, and significant private equity, high yield,
and distressed transactions/situations. Mr. Cameron's professional experience includes a position as the Chairman of the Board
of Directors and a majority owner of Entex Information Services, Inc., a computer services company headquartered in Rye Brook, New York
("Entex"). Mr. Cameron was also the General Partner of BMA Limited Partnership, a mezzanine private equity fund, which
was the general partner of Investment Limited Partnership ("ILP"), which he co-founded in 1984 with Richard Rainwater of
the Bass organization and managed through June of 1996.

 Mr. Cameron has served
as a member of the Board of Directors of First Marblehead Corporation, Greenwich Life Settlements, TLC Beatrice as well as Middlebury
College, where he still currently serves, and the Rippowam Cisqua School.

 Mr. Cameron's is
qualified to serve on our Board because of his senior management roles in investment banking, merchant banking, and investment management
and his other professional experience, each of which have required him to balance the demands of clients, employees and investors.

 Executive Officers Who Are Not a Director

 Set forth below is the
name of, and certain biographical information regarding executive officers of the Company who do not serve as directors of the Company.

 Harold D. Kahn, 71, is
the Acting Chief Financial Officer and Acting Principal Accounting Officer of the Company since March 2019. Mr. Kahn previously served
as a consultant to the Company. Mr. Kahn has been the Managing Member of Vela Capital Advisors, LLC, an independent advisory consultancy
since February 2007. Mr. Kahn has been a senior principal for several privately-held technology consulting and investment management
firms. Earlier in his career, he was a Partner at PricewaterhouseCoopers in New York and Tokyo. Mr. Kahn holds an AB in Economics
from Stanford University.

 Corporate Governance

 General

 The Company is committed
to establishing sound principles of corporate governance which promote honest, responsible and ethical business practices. The Company's
Board of Directors and Nominating and Corporate Governance Committee review and evaluate the Company's corporate governance practices.
This review includes comparing the Board's current governance policies and practices with those suggested by corporate governance
authorities as well as the practices of other public companies of comparable size. The Board of Directors has adopted those corporate
governance policies and practices that its evaluation suggests are the most appropriate for the Company.

 Audit Committee

 Our Audit Committee is
currently composed of Lawrence G. Schafran (Chairman) and Dort A. Cameron III. The Board of Directors affirmatively determined that Mr.
Schafran and Mr. Cameron are independent, in accordance with The Nasdaq Stock Market ("Nasdaq") independence criteria and
for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 The Board of Directors
determined that each of Messrs. Schafran and Cameron are able to read and understand financial statements and that each of Messrs. Schafran
and Cameron have accounting or related financial management expertise in accordance with the applicable rules of Nasdaq. The Board of
Directors also determined that each of Messrs. Schafran and Cameron, who serve as the Audit Committee financial experts, have the accounting
or related financial management expertise necessary to be considered a "financial expert" under SEC rules.

 The Audit Committee is
responsible for maintaining free and open communications among itself, the independent registered public accounting firm and Company
management. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility to the stockholders, potential
stockholders, the investment community and others relating to the integrity of the Company's financial statements and the financial
reporting process, the Company's compliance with legal and regulatory requirements, the independent registered public accounting
firm's qualifications and independence, the Company's systems of internal accounting and financial controls, the annual independent
audit of the Company's financial statements and the engagement of the independent registered public accounting firm.

 Section 16(a) Beneficial Ownership Reporting
Compliance

 Section 16(a) of the Exchange
Act requires the Company's executive officers and directors to file reports regarding ownership of the Company's common stock
with the SEC, and to furnish the Company with copies of all such reports. Based on a review of these filings, the Company believes that
with respect to the most recently concluded fiscal year, all such reports were filed as of April 22, 2025.

 Code of Ethics

 The Company has adopted
a Code of Ethics for its principal executive officer, senior financial officers, including the principal financial officer and the principal
accounting officer, and persons performing similar functions for its subsidiaries. If the Company makes any substantive amendment to
the Code of Ethics or grants any waiver from a provision of the Code of Ethics for said executive officers, the Company will disclose
the nature of such amendment or waiver in a filing on Form 8-K. The Code of Ethics was originally filed as Exhibit 14.1 to the Company's
Form 10-K for the year ended December 31, 2004, which was filed with the SEC on April 15, 2005 and is incorporated by reference herein.
The Company will also provide a copy of such Code of Ethics to any person, without charge, upon written request made to the Company's
Secretary at the following address: Wright Investors' Service Holdings, Inc., Attn: Secretary, 118 North Bedford Road, Ste. 100,
Mount Kisco, NY 10549.

 ITEM 11.
 EXECUTIVE COMPENSATION

 The Company has elected
to use the Smaller Reporting Company rules issued by the SEC regarding the disclosure of executive compensation. The Company had
two executive officers (our "named executive officers") including the principal executive officer at the end of the last
completed fiscal year. Consequently, we are providing a Summary Compensation Table covering 2024 and 2023 compensation for these two
individuals.

 SUMMARY COMPENSATION TABLE

 The table below summarizes
the total compensation paid to or earned by each of the Company's Principal Executive Officer and to the Named Executive Officer
for the fiscal years ended December 31, 2024 and 2023.

 Name and Principal

 Position

 Year

 Salary

 Bonus

 All Other

 Compensation

 Total

 ($)

 ($)

 ($)

 ($)

 Harvey P. Eisen, Chairman

 of the Board and Chief

 Executive Officer

 (Principal Executive

 2024

 300,000

 300,000

 Officer)

 2023

 300,000

 300,000

 Harold D. Kahn, Acting Chief

 Financial Officer and Acting

 Principal Accounting Officer

 2024

 2023

 60,000

 60,000

 60,000

 60,000

 The named executive officers
did not hold any unexercised and vested options to purchase shares of common stock of the Company at December 31, 2024.

 Overview of Material Compensation Arrangements
with Our Named Executive Officers

 The following is a summary
of the material terms of employment and compensation arrangements pursuant to which compensation was paid to our named executive officers
for their service with the Company or its subsidiaries for the fiscal year ended December 31, 2024.

 Harvey P. Eisen

 Harvey P. Eisen, the Company's
Chairman, President, and Chief Executive Officer, has an annual salary of $300,000 to reflect his duties in exploring strategic alternatives
for the Company.

 Harold D. Kahn

 The Board of Directors
appointed Harold D. Kahn as Acting Chief Financial Officer and Acting Chief Accounting Officer effective March 25, 2019. Mr. Kahn has
an agreed fee of $5,000 per month.

 DIRECTOR COMPENSATION

 In March 2023, the
Company amended its Directors' Compensation Program for Directors who are not employees of the Company to provide that effective
January 1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving
as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance
in person or by telephone of meetings of the Board or committees of the Board shall be terminated. As such, there were no payments to
directors during the year ended on December 31, 2023.

 Prior to 2023, only directors
who were not employees of the Company or its subsidiaries were entitled to receive compensation for service as a director.

 ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Security Ownership of Principal Stockholders

 The following table sets
forth the number of shares of common stock beneficially owned as of April 22, 2025 by each person who is known by the Company to own
beneficially more than five percent of outstanding Company common stock other than executive officers or directors of the Company, whose
beneficial ownership is reflected in the Security Ownership of Directors and Executive Officers table below. There were 20,620,711
shares of Company common stock outstanding on April 22, 2025.

 Security Ownership of Principal Stockholders
Table

 Name and Address

 of Beneficial Owner

 Amount and Nature of Beneficial

 Ownership

 Percent of Class

 Bedford Oak Advisors, LLC

 118 North Bedford Road, Suite 100

 Mount Kisco, NY 10549

 6,093,669
 (1)

 29.55%

 William H. Miller III

 3,509,838
 (2)

 17.02%

 (1)
 Based on a Schedule 13D/A filed jointly
 by Bedford Oak Advisors, LLC ("Bedford Oak"), Bedford Oak Capital, L.P. ("Capital"),
 Bedford Oak Acorn, L.P. ("Acorn") and Mr. Eisen with the SEC on January 4, 2021,
 Mr. Eisen is deemed to have beneficial ownership of such shares by virtue of his position
 as managing member of Bedford Oak, the investment manager of Capital and Acorn and certain
 other private investment partnerships. Mr. Eisen beneficially owned at such date an
 aggregate of 29.55% of the Company's common stock, which percentage includes the 26.73%
 beneficially owned by Bedford Oak Advisors, LLC. See Security Ownership of Directors
 and Executive Officers table below.

 (2)
 Based on Form 5 filed by William H. Miller
 III with the SEC on February 14, 2023.

 Security Ownership of Directors and Executive
Officers

 The following table sets
forth the beneficial ownership of Company outstanding common stock as of April 22, 2025 by each person who is a director or named executive
officer of the Company as of such date, naming each such person, and all persons who are directors and executive officers of the Company
as of such date, as a group.

 Security Ownership of Directors and Executive
Officers Table

 Name

 Amount and Nature of Beneficial

 Ownership

 Percent of Class

 Harvey P. Eisen

 6,093,669

 (1)

 29.55%

 Dort Cameron III

 833,109

 4.04%

 Lawrence G. Schafran

 822,810

 3.99%

 Harold D. Kahn

 0%

 Directors and executive officers as a group

 (4 persons) (2)

 7,749,588

 37.58%

 (1)
 Includes 5,511,169 shares of Company common
 stock beneficially owned by Bedford Oak, Capital and Acorn. Mr. Eisen is deemed
 to have beneficial ownership of such shares by virtue of his position as managing member
 of Bedford Oak, the investment manager of Capital and Acorn. See footnote 1 to
 Principal Stockholders table above.

 (2)
 Includes Messrs. Schafran, and Cameron,
 each of whom is currently a director of the Company, and Mr. Eisen who is currently a director
 and a named executive officer of the Company and Mr. Kahn who is a named executive officer
 of the Company.

 Equity Compensation Plan Information

 The Company no longer has any existing equity compensation plans
that have been approved by stockholders.

 ITEM 13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Other Compensation

 See the narrative disclosure
following the Summary Compensation Table and the Outstanding Equity Awards at Fiscal Year-End Table in "Item 11. Executive Compensation"
for summaries of the compensation arrangements and agreements in which the Company and its executive officers and directors are participants.

 Director Independence

 Since the adoption of
the Sarbanes-Oxley Act in July 2002, there has been growing public and regulatory focus on the independence of directors. The Company
is not subject to the listing requirements of any securities exchange, including Nasdaq, because the Company's common stock is
traded on the OTC Pink Sheets. However, in July 2007, the Board of Directors adopted the standards for independence for Nasdaq-listed
companies, and the independence determinations that follow are based upon the criteria established by Nasdaq for determining director
independence and upon the criteria established by Nasdaq and the SEC for determining Audit Committee member independence.

 The Board of Directors
determines the independence of its members through a consideration of all relevant facts and circumstances, including an assessment of
the materiality of any relationship between the Company and a director. In making each of these independence determinations, the Board
of Directors considered and assessed, from the standpoint of materiality and independence, all of the information provided by each director
in response to inquiries concerning his independence and any direct or indirect business, family, employment, transactional or other
relationship or affiliation of such director with the Company.

 Using the objective and
subjective independence criteria enumerated in the Nasdaq marketplace rules listing requirements and SEC rules, the Board of Directors
has reviewed all relationships between each director and the Company and, based on this review, the Board of Directors has affirmatively
determined that, in accordance with Nasdaq independence criteria, (i) Messrs. Cameron and Schafran are independent, and that (ii) Messrs.
Eisen is not independent.

 ITEM 14.
 PRINCIPAL ACCOUNTING FEES AND SERVICES

 The fees billed for services rendered for 2024 and 2023
by EisnerAmper LLP ( Fort Lauderdale, Florida, PCAOB ID: 274), were as follows:

 2024

 2023

 Audit Fees (1)

 $

 75,000

 $

 62,500

 (1)
 Audit fees consisted principally of fees
 for the audit of the annual financial statements and reviews of the condensed consolidated
 financial statements included in the Company's quarterly reports on Form 10-Q and review
 of the Company's Forms 10-K and 10K/A containing proxy statement disclosure.

 Policy on Pre-Approval of Services Provided by Independent
Auditor

 Pursuant to the requirements
of the Sarbanes-Oxley Act of 2002, the terms of the engagement of EisnerAmper LLP are subject to specific pre-approval policies. In
2024 and 2023, all audit services and other services to be performed by EisnerAmper LLP were pre-approved by the Audit Committee in accordance
with pre-approval policies established by the Board of Directors. The procedures require that all proposed engagements of
EisnerAmper LLP for services of any kind be directed to the Audit Committee prior to the beginning of any service.

 All services provided
by the independent registered public accounting firm for 2024 and 2023 were approved in advance by the Audit Committee of the Board of
Directors.

 ITEM 15.
 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 See accompanying Index
to Exhibits.

 SIGNATURES

 Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

 Date: April 22, 2025

 By:

 /s/ HARVEY P. EISEN

 Name:

 Harvey P. Eisen

 Title:

 Chairman, President, and

 Chief Executive Officer

 (Principal Executive Officer)

 INDEX TO EXHIBITS

 Number

 Description

 31.1

 *

 Certification of Principal Executive Officer

 31.2

 *

 Certification of Principal Financial Officer

 *
 Filed herewith

 0001279715 true FY true

 0001279715

 2024-01-01
 2024-12-31

 0001279715

 2024-06-30

 0001279715

 2025-04-22