UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________



FORM 10-K/A

(Amendment Number 1)

___________________



(Mark One)



xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Fiscal Year ended December 31, 2014



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______ to
________



Commission File Number 001-15831

__________________



MERRIMAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in
its Charter)

__________________



|Delaware                                                               | 11-2936371                               
|---------------------------------------------------------------------- | -----------------------------------------
|(State or Other Jurisdiction of
        Incorporation or Organization) | (IRS Employer
        Identification No.)



250 Montgomery Street, 16th Floor

San Francisco, CA 94104

(Address of principal executive offices)(Zip
Code)



(415) 248-5600

(Registrant’s telephone number, including
area code)

__________________



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

None



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ̈Nox



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈Nox



Indicate
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. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.x



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



|Large accelerated filer ̈                                             | Accelerated filer ̈        
|-------------------------------------------------------------------- | --------------------------
|Non-accelerated filer (Do not check if a smaller reporting company) ̈ | Smaller Reporting Companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ̈Nox



The aggregate market value of the 4,518,633
shares of common stock of the Registrant issued and outstanding as of September 30, 2014, the last business day of the registrant’s
most recently completed third fiscal quarter, was $11,522,514. This amount is based on the closing price of the common stock on
OTCQX of $2.55 per share on September 30, 2014.



The number of shares of Registrant’s
common stock outstanding as of April 25, 2015 was 4,518,633.













EXPLANATORY NOTE



On March 31, 2015, Merriman Holdings, Inc. (the “Company”)
filed its Annual Report on Form 10-K for the year ended December 31, 2014 (the “Original Annual Report”). That filing
intended to incorporate Part III of Form 10-K by reference to the Company’s definitive proxy statement to be subsequently
filed.



This Amendment No. 1 on Form 10-K/A (the “Amendment”)
amends the Company’s Original Annual Report to provide the disclosure required by Part III of Form 10-K regarding disclosure
of information relating to our management and board of directors, compensation of management, security ownership, section 16 matters
and principal accounting fees and services. Also, this Amendment amends the cover page of the Original Annual Report to update
the as of date of the number of outstanding common shares. Except for the addition of the Part III information, the update to the
cover page and the filing of related certifications, no other changes have been made to the Original Annual Report. This Amendment
does not reflect events occurring after the filing of the Original Annual Report or modify or update those disclosures affected
by subsequent events.



In this Amendment, unless the context indicates otherwise, the
terms “Company,” “we,” “us,” and “our” refer to Merriman Holdings, Inc. and its
wholly owned subsidiary. Other defined terms used in this Amendment but not defined herein shall have the meaning specified for
such terms in the Original Annual Report.



Information included or incorporated by reference in this Amendment
may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements. Forward-looking statements which involve assumptions and
describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “should,”
“expect,” “anticipate,” “estimate,” believe,” “intend,” or “project”
or the negative of these words or other variations on these words or comparable terminology.















MERRIMAN HOLDINGS, INC.



FORM 10-K/A



TABLE OF CONTENTS



|PART III                                                                          |   
|--------------------------------------------------------------------------------- | --
|                                                                                  |   
|Item 10. Directors and Executive Officers                                         | 1 
|                                                                                  |   
|Item 11. Executive Compensation                                                   | 4 
|                                                                                  |   
|Item 12. Security Ownership of Certain Beneficial Owners and Management           | 6 
|                                                                                  |   
|Item 13. Certain Relationships and Related Transactions and Director Independence | 8 
|                                                                                  |   
|Item 14. Principal Accounting Fees and Services                                   | 11
|                                                                                  |   
|Signatures                                                                        | 12
|                                                                                  |   
|EX-31.1                                                                           |   
|                                                                                  |   
|EX-31.2                                                                           |   
|                                                                                  |   
|EX-32.1                                                                           |   















PART III



Item 10. Directors and Executive Officers



Directors



D. Jonathan Merriman, 55, has served as our Chief
Executive Officer from October 2000 to the present and served as Chairman of the Board of Directors from February 2001 to November
2007. Prior to that period, Mr. Merriman was President and CEO of Ratexchange Corporation, the predecessor company to Merriman
Holdings, Inc. Mr. Merriman and his team engineered the transition of Ratexchange, a software trading platform company, into a
full-service institutional investment bank, Merriman Curhan Ford. From June 1998 to October 2000, Mr. Merriman was Managing Director
and Head of the Equity Capital Markets Group and member of the Board of Directors at First Security Van Kasper. In this capacity,
he oversaw the Research, Institutional Sales, Equity Trading, Syndicate and Derivatives Trading departments. From June 1997 to
June 1998, Mr. Merriman served as Managing Director and Head of Capital Markets at The Seidler Companies in Los Angeles, where
he also served on the firm’s Board of Directors. Before Seidler, Mr. Merriman was Director of Equities for Dabney/Resnick/Imperial,
LLC. In 1989, Mr. Merriman co-founded the hedge fund company Curhan, Merriman Capital Management, Inc., which managed money for
high net worth individuals and corporations. Before Curhan, Merriman Capital Management, Inc., he worked in the Risk Arbitrage
Department at Bear Stearns & Co. as a trader. Prior to Bear Stearns, Mr. Merriman worked at Merrill Lynch as a financial analyst
and as an institutional equity salesman. Mr. Merriman received his Bachelor of Arts in Psychology from Dartmouth College and
completed coursework at New York University’s Graduate School of Business. Mr. Merriman has served several public and
private company boards.



Ronald L. Chez, 75,has served as
a member of our Board of Directors since September 2009. Mr. Chez is, and has been since 1971, the president and sole owner
of Ronald L. Chez, Inc., a corporation that deals with financial management consulting, public and private investment, structuring
of new ventures, and mergers and acquisitions.  He is also the non-executive Chairman of EpiWorks, Inc. a privately held epitaxial
wafer manufacturer based in Champaign, IL.   Mr. Chez is the Chairman of the Advisory Board of the Ronald L. Chez Family
Foundation Center for Wounded Veterans and Higher Education at the University of Illinois and a Director of the John and Carol
Walter Center for Urological Health at Northshore University Health Systems.  He has also served on the boards of several
other public and private companies.   Mr. Chez graduated from the University of Illinois (with special
honors) with a Bachelors of Arts degree in Political Science and is a member of the Phi Beta Kappa Society.



Dennis G. Schmal,68, has served as a member of
our Board of Directors and as chair of our audit committee since August 2003. Mr. Schmal has also served as a member of our compensation
committee since March 2007 and has served on the Nominations and Corporate Governance Committee since September 2005. From February
1972 to April 1999, Mr. Schmal served as a partner in the audit practice at Arthur Andersen LLP. As a senior business advisor with
special focus in finance, he has extensive knowledge of financial reporting and holds a CPA license (retired). Besides serving
as chairman of the board of a private company, Mr. Schmal also serves on the board of directors of Owens Realty Mortgage Inc.,
a public REIT, since 2011, and on the boards of three investment complexes overseeing public investment funds (AssetMark Mutual
Funds, since 2006, Well Fargo Hedge Funds, since 2008, and Cambria ETF Series Trust, since 2011). Mr. Schmal also served on the
boards of a family of ETF’s sponsored by Grail Advisors and for Varian Semiconductor Equipment Associates, Inc. (VSEA), a
public company, until both were sold during 2011. Mr. Schmal attended California State University, Fresno where he received
a Bachelor of Science degree with honors in Business Administration- Finance and Accounting Option.





1







William J. Febbo, 46, has served as a member of
our Board of Directors since April 2007 and has been our Chief Operating Officer since January 2012. Mr. Febbo was Chief Executive
Officer and founder of MedPanel, Inc., an online medical market intelligence firm, from January 1999 to April 2007. At MedPanel,
Mr. Febbo oversaw the company's sales, marketing, technology, finance and content development organizations. We acquired MedPanel,
Inc. in April 2007 (which operated as Panel Intelligence, LLC), where Mr. Febbo continued his responsibilities.  Mr. Febbo
and other investors formed Panel Intelligence, LLC (a Massachusetts corporation) which acquired the assets of Panel Intelligence,
LLC (Delaware) from the Company on January 30, 2009.  Mr. Febbo has been Treasurer on the Board of the United Nations
of Greater Boston since November 2004. Prior to founding MedPanel, Inc., Mr. Febbo was Chairman of the Board of Directors of Pollone,
a Brazilian manufacturing venture in the automotive industry, from January 1998 to January 1999. From January 1996 to January 1999,
Mr. Febbo was with Dura Automotive working in business development and mergers and acquisition overseas. Mr. Febbo received his
B.S. degree in international studies, with a focus on economics and Spanish, from Dickinson College.



Jeffrey M. Soinski, 53, has served as a member
of our Board of Directors since August 2008. From its formation in September 2009 until the acquisition of its Unisyn business
by GE Healthcare in May 2013, Mr. Soinski served as Chief Executive Officer of Medical Imaging Holdings, Inc. and its primary operating
company Unisyn Medical Technologies, Inc., a national provider of technology-enabled depot repair and service solutions to the
medical imaging industry. Mr. Soinski remains a Director of Medical Imaging Holdings, Inc. and its remaining operating company
Consensys Imaging Service, Inc. Medical Imaging Holdings is a portfolio company of Galen Partners, a leading healthcare-focused
private equity firm, which Mr. Soinski advised as a Special Venture Partner from July 2008 until June 2013. From December 2001
until its acquisition by C.R. Bard, Inc. in June 2008, Mr. Soinski was President and CEO of Specialized Health Products International,
Inc., a publicly-traded manufacturer and marketer of proprietary safety medical products. In 2008, Mr. Soinski was named “Utah
CEO of the Year” for small public companies by Utah Business magazine. Prior to Specialized Health Products, Mr. Soinski
had been President and CEO of ViroTex Corporation, a venture-backed pharmaceutical company he sold to Atrix Laboratories, Inc.
in 1998.  Mr. Soinski holds a B.A. degree from Dartmouth College.



Patrick W. O’Brien,69, has served as a
member of our Board of Directors and as a member of our Audit and Compensation Committees since December 2010. In 2013, Mr. O’Brien
became a member of the Board of Directors of Livevol, Inc., a private company that is a leader in equity and index options technology.
Mr. O’Brien is a seasoned executive and business advisor with diverse international experience in private and public companies
with an emphasis on financial analysis and business development. From 2002 to 2007 Mr. O’Brien served as a member of the
Board of Directors of Factory Card & Party Outlet (FCPO: NASDAQ) until its sale to AAH Holdings. In 2005, he joined Bental-Kennedy
Associates Real Estate Counsel where he was Vice President-Asset Management representing pension fund ownership interest in hotel
real estate investments nationwide. In 2009, Mr. O’Brien formed Granville Wolcott Advisors where he serves as its Managing
Director & Principal to provide consulting, due diligence, and asset management services. Mr. O’Brien is a graduate of
the Eli Broad College of Business at Michigan State University with a BA in Hotel Management.



Robert Ward,44, has served as a member of our
Board of Directors since December 4, 2013, when he was appointed by the other Board members to fill a vacant seat. Mr. Ward
was the chief operating officer (COO) October 2008 to October 2012 for SunGard’s Wealth Management business from which includes
a range of solutions and services targeted at advisors, banks, retirement providers, broker dealers and corporations. Prior to
his Wealth Management role, Mr. Ward was the COO for the SunGard Transaction Network (STN), now known as the SunGard Global Network
(SGN). From September 2004 to October 2008, Mr. Ward successfully launched SunGard’s business efforts in new countries and
regions, including previously untapped markets in Europe and the Pacific Rim. In July 2013, Mr. Ward founded RS Advisory Services,
which helps financial service providers and asset managers with distribution, business model development and technology support/development.
Mr. Ward is a current board member of Envestnet Retirement Solutions (Chicago) and Finaconnect (Seattle). Mr. Ward received a B.A.
degree from Colby College in Waterville, Maine, and earned his MBA with distinction from Bentley College in Waltham, Mass.





2







Executive Officers



D. Jonathan Merriman, 55, has served as our Chief
Executive Officer from October 2000 to the present and served as Chairman of the Board of Directors from February 2001 to November
2007. Prior to that period, Mr. Merriman was President and CEO of Ratexchange Corporation, the predecessor company to Merriman
Holdings, Inc. Mr. Merriman and his team engineered the transition of Ratexchange, a software trading platform company, into a
full-service institutional investment bank, Merriman Curhan Ford. From June 1998 to October 2000, Mr. Merriman was Managing Director
and Head of the Equity Capital Markets Group and member of the Board of Directors at First Security Van Kasper. In this capacity,
he oversaw the Research, Institutional Sales, Equity Trading, Syndicate and Derivatives Trading departments. From June 1997 to
June 1998, Mr. Merriman served as Managing Director and Head of Capital Markets at The Seidler Companies in Los Angeles, where
he also served on the firm’s Board of Directors. Before Seidler, Mr. Merriman was Director of Equities for Dabney/Resnick/Imperial,
LLC. In 1989, Mr. Merriman co-founded the hedge fund company Curhan, Merriman Capital Management, Inc., which managed money for
high net worth individuals and corporations. Before Curhan, Merriman Capital Management, Inc., he worked in the Risk Arbitrage
Department at Bear Stearns & Co. as a trader. Prior to Bear Stearns, Mr. Merriman worked at Merrill Lynch as a financial analyst
and as an institutional equity salesman. Mr. Merriman received his Bachelor of Arts in Psychology from Dartmouth College and
completed coursework at New York University’s Graduate School of Business. Mr. Merriman has served several public and
private company boards.



William J. Febbo, 46, has served as a member of
our Board of Director since April 2007 and has been our Chief Operating Officer since January 2012. Mr. Febbo was Chief Executive
Officer and founder of MedPanel, Inc., an online medical market intelligence firm, from January 1999 to April 2007. At MedPanel,
Mr. Febbo oversaw the company's sales, marketing, technology, finance and content development organizations. We acquired MedPanel,
Inc. in April 2007 (which operated as Panel Intelligence, LLC), where Mr. Febbo continued his responsibilities.  Mr. Febbo
and other investors formed Panel Intelligence, LLC (a Massachusetts corporation) which acquired the assets of Panel Intelligence,
LLC (Delaware) from the Company on January 30, 2009.  Mr. Febbo has been Treasurer on the Board of the United Nations
of Greater Boston since November 2004. Prior to founding MedPanel, Inc., Mr. Febbo was Chairman of the Board of Directors of Pollone,
a Brazilian manufacturing venture in the automotive industry, from January 1998 to January 1999. From January 1996 to January 1999,
Mr. Febbo was with Dura Automotive working in business development and mergers and acquisition overseas. Mr. Febbo received his
B.S. degree in international studies, with a focus on economics and Spanish, from Dickinson College.



Michael C. Doran, 55, has served as General
Counsel and Corporate Secretary since September 2009. From May 2009 to September 2009, Mr. Doran practiced law as a solo practitioner.
From September 2005 to May 2009, Mr. Doran was a partner in the Silicon Valley office of Fish & Richardson PC and previously
practiced with Brobeck Phleger and Harrison LLP. He holds a B.A. in economics from Drury University magna cum laude
and a J.D. from Stanford Law School.



There are no family relationships among any of the foregoing
officers or between any of the foregoing executive officers and any Director of the Company.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires
the Company’s executive officers and directors, and persons who own more than 10% of any publicly traded class of our equity
securities, to file reports of ownership and changes in ownership of our equity securities with the SEC. Officers, directors, and
greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms
that they file.



Based solely on the reports received and on the representations
of the reporting persons, we believe that these persons have complied with all applicable filing requirements of Section 16(a)
of the Exchange Act during the year ended December 31, 2014.





3







Financial Code of Ethics



The Company has adopted and annually reviews its “Code
of Ethics for Senior Financial Officers,” a code of ethics that applies to our Chief Executive Officer and Principal Financial
Officer. The finance code of ethics is publicly available on our website at www.merrimanco.com. If we make any substantive amendments
to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive
Officer or Principal Financial Officer, we will disclose the nature of such amendment or waiver on that website or in a report
on Form 8-K.



Audit Committee



The Company has a standing audit committee whose members are
Dennis G. Schmal, Patrick W. O’Brien, and Jeffrey M. Soinski.



Audit Committee Financial Expert



The Board of Directors has determined that Dennis G. Schmal
is an “audit committee financial expert” and “independent” as defined under applicable SEC and NASDAQ rules.
The Board’s affirmative determination for Dennis G. Schmal was based, among other things, upon his 27 years at Arthur Andersen
LLP, most of those years as a partner in the audit practice.



Item 11. Executive Compensation





SUMMARY 2014 COMPENSATION TABLE



The following table sets forth the compensation earned by our
Chief Executive Officer and our two other most highly compensated executive officers for the two years ended December 31, 2014,
whom we refer to as our named executive officers.







|                            |  | Year |  | Salary ($) |         |  | Benefit    |  |        | Bonus ($) |  |  | Stock Awards ($) |  |  | Total ($) |    
|--------------------------- |  | ---- |  | ---------- | ------- |  | ---------- |  | ------ | --------- |  |  | ---------------- |  |  | --------- | ---
|Name and Principal Position |  | (b)  |  | ( c)       |         |  | Supplement |  |        | (d) (1)   |  |  | (e)              |  |  | (f)       |    
|                            |  |      |  |            |         |  |            |  |        |           |  |  |                  |  |  |           |    
|D. Jonathan Merriman        |  | 2014 |  |            | 300,000 |  |            |  | 16,000 |           |  |  | 35,000           |  |  |           | -  
|Chief Executive Officer     |  | 2013 |  |            | 200,000 |  |            |  | 24,000 |           |  |  | -                |  |  |           | 153
|Merriman Holdings, Inc.     |  |      |  |            |         |  |            |  |        |           |  |  |                  |  |  |           |    
|                            |  |      |  |            |         |  |            |  |        |           |  |  |                  |  |  |           |    
|William J. Febbo            |  | 2014 |  |            | 250,000 |  |            |  | 16,000 |           |  |  | 25,000           |  |  |           | -  
|Chief Operating Officer     |  | 2013 |  |            | 200,000 |  |            |  | 29,014 |           |  |  | -                |  |  |           | -  
|Merriman Holdings, Inc.     |  |      |  |            |         |  |            |  |        |           |  |  |                  |  |  |           |    
|                            |  |      |  |            |         |  |            |  |        |           |  |  |                  |  |  |           |    
|Michael C. Doran            |  | 2014 |  |            | 215,000 |  |            |  | -      |           |  |  | -                |  |  |           | -  
|General Counsel             |  | 2013 |  |            | 200,000 |  |            |  | -      |           |  |  | -                |  |  |           | -  
|Merriman Holdings, Inc.     |  |      |  |            |         |  |            |  |        |           |  |  |                  |  |  |           |    





| | (1) | The amounts included in column (d) are bonuses awarded
under Executive and Management Bonus Plan (“EMB”), designed to reward our named executive officers and other employees
to the extent that the Company achieves or exceeds its business plan for a particular year. The EMB provides for a bonus pool
to be established based on achieving the Company’s annual business plan, with the Committee retaining discretion to allocate
the bonus pool. If the Company’s business plan with respect to a calendar year is not met, only small amounts will be paid
under the EMB for that year. While the amount of the total bonus pool that is available for awards under the EMB is based on the
Company achieving certain performance targets, the actual amount to be paid to each of our named executive officers is determined
by the Compensation Committee of our Board and our Board, based on their discretion.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







4









Compensation awarded to our named executive officers was determined
by the compensation committee of our Board.



Pursuant to its practice, the Company provides Mr. Merriman
and Mr. Doran with parking at garages near the Company’s principal office.





OUTSTANDING
EQUITY AWARDS AT 2014 FISCAL YEAR-END









|                     | Option Awards |                                                                         |         |  |                                                                           |  |        | Stock Awards                    
|-------------------- | ------------- | ----------------------------------------------------------------------- | ------- |  | ------------------------------------------------------------------------- |  | ------ | --------------------------------
|                     |               | Number of Securities Underlying Unexercised Options (#) Exercisable (b) |         |  | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) |  |        | Option Exercise Price ($/Sh) (e)
|                     |               |                                                                         |         |  |                                                                           |  |        |                                 
|D. Jonathan Merriman |               |                                                                         | —       |  |                                                                           |  | 67,000 |                                 
|                     |               |                                                                         | 15,000  |  |                                                                           |  | 13,333 |                                 
|                     |               |                                                                         | 109,629 |  |                                                                           |  | 50,370 |                                 
|                     |               |                                                                         |         |  |                                                                           |  |        |                                 
|William J. Febbo     |               |                                                                         | —       |  |                                                                           |  | 50,000 |                                 
|                     |               |                                                                         | 55      |  |                                                                           |  | —      |                                 
|                     |               |                                                                         | 11,458  |  |                                                                           |  | 13,541 |                                 
|                     |               |                                                                         | 54,814  |  |                                                                           |  | 25,185 |                                 
|                     |               |                                                                         |         |  |                                                                           |  |        |                                 
|Michael C. Doran     |               |                                                                         | —       |  |                                                                           |  | 50,000 |                                 
|                     |               |                                                                         | —       |  |                                                                           |  | 3,333  |                                 
|                     |               |                                                                         | 619     |  |                                                                           |  | —      |                                 
|                     |               |                                                                         | 2,152   |  |                                                                           |  | 1,180  |                                 
|                     |               |                                                                         | 3,298   |  |                                                                           |  | 5,034  |                                 





DIRECTOR COMPENSATION IN 2014



The following table sets forth information about the compensation
earned by members of our Board of Directors during the fiscal year ended December 31, 2014. Mr. D. Jonathan Merriman who served
as Chief Executive Officer and as Co-Chairman of the Board of Directors, and Mr. William J. Febbo who served as Chief Operating
Officer and director did not receive any compensation for their service as directors.



For the year ended December 31, 2014, directors did not receive
any compensation in the form of participation in non-equity incentive or pension plans, or any other form of compensation other
than awards of cash, stock, and stock options. The Company’s director compensation program for 2014 took into consideration
service on committees of the Board. For service on the Board and attendance at the four scheduled quarterly meetings, each of our
independent directors was awarded, on an annual basis, a cash award. Additional meetings (whether by phone or in person) were scheduled
as necessary for which no additional compensation was awarded.



Accordingly, the compensation earned by our Directors in 2014
was as follows:





5









|Name (a)                  |  | Fees Earned or Paid in Cash ($) (b) |   |  | Stock Awards ($) (c) (1) |  |   | Option Awards ($) (d) |  |  | All Other Compensation ($) (e) |  |  | Total ($) (f) |  
|------------------------- |  | ----------------------------------- | - |  | ------------------------ |  | - | --------------------- |  |  | ------------------------------ |  |  | ------------- | -
|                          |  |                                     |   |  |                          |  |   |                       |  |  |                                |  |  |               |  
|Ronald L. Chez, Chair (1) |  |                                     | — |  |                          |  | — |                       |  |  | 70,000                         |  |  |               | —
|D. Jonathan Merriman (2)  |  |                                     | — |  |                          |  | — |                       |  |  | —                              |  |  |               | —
|William J. Febbo (3)      |  |                                     | — |  |                          |  | — |                       |  |  | —                              |  |  |               | —
|Dennis G. Schmal          |  |                                     | — |  |                          |  | — |                       |  |  | 50,000                         |  |  |               | —
|Jeffrey M. Soinski        |  |                                     | — |  |                          |  | — |                       |  |  | 50,000                         |  |  |               | —
|Patrick W. O'Brien        |  |                                     | — |  |                          |  | — |                       |  |  | 50,000                         |  |  |               | —
|Robert K. Ward            |  |                                     | — |  |                          |  |   |                       |  |  | 20,000                         |  |  |               |  





| | (1) | Mr. Chez has served as Co-Chairman of the Board of Directors
since September 2010.
| | --- | ----------------------------------------------------------------------------------



| | (2) | Mr. Merriman is also the Chief Executive Officer of the
Company for which compensation is not included in this table. In accordance to Company practice, employees of the Company and
its subsidiaries do not receive additional compensation for service on the Board.  Mr. Merriman has served as Co-Chairman
of the Board of Directors since September 2010.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Mr. Febbo also serves as the Chief Operating Officer
since January 2012.
| | --- | ------------------------------------------------------------------------





The Board of Directors annually reviews the Company’s
director compensation program.





Item 12. Security Ownership of Certain Beneficial Owners
and Management





EQUITY COMPENSATION PLAN INFORMATION





The following table gives information about the Company’s
common stock that may be issued upon the exercise of options and warrants under all of our existing equity compensation plans as
of December 31, 2014 including the 2001 Stock Option and Incentive Plan, the 2003 Stock Option and Incentive Plan, the 2009 Stock
Incentive Plan, the 2006 Directors’ Stock Option and Incentive Plan, and the 2012 Stock Option and Incentive Plan.





|                                                    |  |               |         |  |             |  |        | Number of    | 
|--------------------------------------------------- |  | ------------- | ------- |  | ----------- |  | ------ | ------------ | 
|                                                    |  | Number of     |         |  |             |  |        | Securities   | 
|                                                    |  | Securities to |         |  | Weighted-   |  |        | Remaining    | 
|                                                    |  | be Issued     |         |  | Average     |  |        | Available    | 
|                                                    |  | Upon          |         |  | Exercise    |  |        | For Future   | 
|                                                    |  | Exercise of   |         |  | Price of    |  |        | Issuance     | 
|                                                    |  | Outstanding   |         |  | Outstanding |  |        | Under Equity | 
|                                                    |  | Options and   |         |  | Options and |  |        | Compensation | 
|Plan Category                                       |  | Warrants      |         |  | Warrants    |  |        | Plans        | 
|                                                    |  |               |         |  |             |  |        |              | 
|Equity compensation plans approved by shareholders: |  |               |         |  |             |  |        |              | 
|2001 Stock Option and Incentive Plan                |  |               | -       |  |             |  | -      |              | 
|2003 Stock Option and Incentive Plan                |  |               | 2,691   |  |             |  | 157.43 |              | 
|2009 Stock Incentive Plan                           |  |               | 2,247   |  |             |  | 63.59  |              | 
|2012 Stock Option and Incentive Plan                |  |               | 859,918 |  |             |  | 3.96   |              | 
|2006 Directors’ Stock Option and Incentive Plan     |  |               | 468     |  |             |  | 90.30  |              | 







6







The Company’s common stock was listed on
NASDAQ under the symbol MERR from February 2008 until November 2011. From November 2011 until February 2015, it was listed on
the OTXQX, and since February 2015, it was listed on the OTCQB, under the same symbol.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT



The following table sets forth information regarding beneficial
ownership of each class of our voting securities as of March 31, 2014, by (a) each person who is known by us to own beneficially
more than five percent of each of our outstanding classes of voting securities, (b) each of our directors, (c) each of the named
executive officers and (d) all directors and executive officers as a group.





|                                                                 |  | Common Stock       |          
|---------------------------------------------------------------- |  | ------------------ | ---------
|Name of Beneficial Owner                                         |  | Beneficially Owned |          
|D. Jonathan Merriman                                             |  |                    | 615,982  
|Ronald L. Chez                                                   |  |                    | 2,771,116
|Dennis G. Schmal                                                 |  |                    | 153,773  
|Jeffrey M. Soinski                                               |  |                    | 70,894   
|William J. Febbo                                                 |  |                    | 252,699  
|Robert K. Ward                                                   |  |                    | 64,100   
|Patrick W. O'Brien                                               |  |                    | 39,336   
|                                                                 |  |                    |          
|All directors and executive officers as a group [11 persons] (2) |  |                    | 3,967,900
|                                                                 |  |                    |          
|5% Owners                                                        |  |                    |          
|Falcon Fund Management Ltd.                                      |  |                    | 989,165  
|James Ross Byrne                                                 |  |                    | 258,333  





| | * | Less than 1%.
| | - | -------------



| | (1) | Applicable percentage ownership is based on 4,518,633
shares of common stock outstanding as of March 31, 2015. Pursuant to the rules of the Securities and Exchange Commission, shares
shown as “beneficially” owned include all shares of which the persons listed have the right to acquire beneficial
ownership within 60 days of March 31, 2015, including (a) shares subject to options, warrants or any other rights exercisable
within 60 days March 31, 2015, even if these shares are not currently outstanding, (b) shares attainable through conversion of
other securities, even if these shares are not currently outstanding, (c) shares that may be obtained under the power to revoke
a trust, discretionary account or similar arrangement and (d) shares that may be obtained pursuant to the automatic termination
of a trust, discretionary account or similar arrangement. This information is not necessarily indicative of beneficial ownership
for any other purpose. Our directors and executive officers have sole voting and investment power over the shares of common stock
held in their names, except as noted in the following footnotes.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mr. Chez and the Company are parties to a Voting Agreement dated March 28, 2013 which provides that Mr. Chez will vote all of his shares of common stock of the Company in excess of 24.99% of the total outstanding shares of Company common stock in the same proportion as all shares of common stock not held by Mr. Chez.  This has the effect of limiting Mr. Chez’ voting control to 24.99%.  The Voting Agreement was filed with the Company’s Current Report on Form 8-K dated March 28, 2013.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | All directors and executive officers have the business address of 250 Montgomery Street, 16th Floor, San Francisco, CA 94104.
| | --- | -----------------------------------------------------------------------------------------------------------------------------





7







Item 13. Certain Relationships and Related Transactions and
Director Independence



Related Transactions



Notes Payable –Related Party



Unsecured Promissory Notes



Of the $2,065,600 Unsecured Promissory Notes,
$840,000 was originally loaned from the Co Chairman of the Board of Directors, Ronald L. Chez. On September 29, 2013, the principal,
together with $201,600 accrued interest were consolidated into an Unsecured Promissory Note maturing on March 29, 2014. The new
note bears interest at nine percent (9%) per annum payable monthly and five percent (5%) per annum payable at maturity. On March
27, 2014, the terms of the $1,041,600 Unsecured Promissory Note were modified for the note to mature on December 31, 2014 at the
same interest rates plus warrants to purchase 111,190 shares of the Company’s common stock at $2.40 per share. On December
30, 2014, this note was further modified to mature on August 31, 2015 under the same terms.



The Company accounted for this transaction
as a modification of debt, whereby a gain or loss was calculated as the difference between the fair value of the modified debt
and net carrying value of the old debt. The fair value of the modified debt was determined as the sum of the face value of the
debt and fair value of the warrants using the Black-Scholes fair value model. For the year ended December 31, 2014, a loss of approximately
$262,000 was recorded on the transaction, representing the fair value of the warrants.



For the years ended December 31, 2014 and
2013, interest expenses incurred on this Unsecured Promissory Note were $146,000 and $146,000, respectively. Total interests of
$73,000 and $21,000 remain outstanding as of December 31, 2014 and 2013, respectively, and are included in accrued expenses and
other in the condensed consolidated statements of financial condition.



Unsecured Convertible Promissory Notes



On November 1, 2013, the Company’s
Chief Executive Officer loaned $30,000 to the Company in an unsecured convertible promissory note maturing on April 1, 2014. The
note bears interest rate at five percent (5%) per annum payable at maturity. At any time following the date of issue and prior
to repayment, the outstanding principal and accrued interest are convertible to common shares of the Company at $1.80 per share.
On March 30, 2014, the maturity date was extended to December 31, 2014 under the same terms. On December 30, 2014, the maturity
date was extended to August 31, 2015 under the same terms.



On January 15, 2014, a common shareholder
who is also an employee loaned $35,000 to the Company in an unsecured convertible promissory note maturing on January 15, 2016.
The note bears interest rate at five percent (5%) per annum payable at maturity. At any time following the date of issue and prior
to repayment, the outstanding principal and accrued interest are convertible to common shares of the Company at $1.80 per share.



Secured Demand Notes



On June 30, 2014,
MC entered into two three-year secured demand notes with the Company’s Chief Executive Officer and a director of the Company,
Dennis G. Schmal, in the amount of $100,000 and $364,000, respectively. The notes bear interest at 8% per annum, payable quarterly.
The notes comply with FINRA’s prescribed regulations and are accounted for as equity subordination in accordance with SEC
Rule 15c3-1(d). The notes are subordinated to the claims of present and future creditors of MC and cannot be repaid, if such
repayment will cause MC to fail to meet its minimum net capital requirements in accordance with SEC Rule 15c3-1.





8







The notes and their
corresponding liabilities are included notes receivable and notes payable to related parties, respectively, in the consolidated
statements of financial condition.



For the years ended December 31, 2014 and
2013, interest expenses incurred on these secured demand notes were $19,000 and $0, respectively. Total interests of $9,000 remain
outstanding as of December 31, 2014 and are included in accrued expenses and other in the consolidated statements of financial
condition.



Temporary Subordinated Borrowings



On December 30, 2014,
MC borrowed $495,000 from the Co-Chairman of the Company’s Board of Directors. The loan was in the form of a temporary subordinated
loan in accordance with Rule 15c3-1 of the Securities Exchange Act of 1934. Total fees incurred through December 31, 2014 were
$2,970 and included in cost of underwriting capital in the consolidated statements of operations. The loan and related fees were
paid in full on February 3, 2015.



On October 23, 2014,
MC borrowed $300,000 from the Co-Chairman of the Company’s Board of Directors. The loan was in the form of a temporary subordinated
loan in accordance with Rule 15c3-1 of the Securities Exchange Act of 1934. Total fees incurred were $7,800 and were included in
cost of underwriting capital in the consolidated statements of operations. The loan and related fees were paid in full on November
5, 2014.



Equity Lending Note



On August 31, 2012, the Company’s
Chief Executive Officer loaned $175,000 to the Company in a three year secured equity lending note (the “Equity Lending Note”)
at an interest rate of eight percent (8%) per annum payable quarterly in arrears. This note is secured by a security interest in
and right of setoff against all of the Company’s right, title and interest in and to all of the capital stock of Merriman
Capital Inc., together with all proceeds, rents, profits and returns of and from any of the foregoing. Additional consideration
in the form of 69,444 warrants to purchase common shares of the Company at $18.90 per share was issued to the lender. The warrants
expire on August 31, 2015.



This transaction was accounted for as an
issuance of debt with warrants and the proceeds were allocated to the individual instruments based on the relative fair values
of each instrument at the time of issuance. Based on the fair value allocation method, the value of the warrants issued in connection
with the Equity Lending Note was $13,000 which was recorded as a discount on the debt and applied against the Equity Lending Note.
The note collateral has a carrying value of $175,000 and is included in other assets in the consolidated statement of financial
condition as of December 31, 2014.



Secured Promissory Notes



On August 31, 2012, the Company’s
Co-Chairman of the Board of Directors loaned $250,000 to the Company in a three year secured promissory note (the “August
2012 Secured Promissory Note”) at an interest rate of eight percent (8%) per annum payable quarterly in arrears. This note
is secured by a security interest in and right of setoff against all of the Company’s right, title and interest in and to
all of the capital stock of Merriman Capital Inc., together with all proceeds, rents, profits and returns of and from any of the
foregoing. Additional consideration in the form of 99,206 warrants to purchase common shares of the Company at $0.63 per share
was issued to the lender. The warrants expire on August 31, 2015.





9







This transaction was accounted for as an
issuance of debt with warrants and the proceeds were allocated to the individual instruments based on the relative fair values
of each instrument at the time of issuance. Based on the fair value allocation method, the value of the warrants issued in connection
with the August 2012 Secured Promissory Note was $19,000 which was recorded as a discount on the debt and applied against the August
2012 Secured Promissory Note.



On September 27, 2012, the Company’s
Co-Chairman of the Board of Directors loaned $125,000 to the Company in a three year secured promissory note (the “September
2012 Secured Promissory Note”) at an interest rate of eight percent (8%) per annum payable quarterly in arrears. This note
is secured by a security interest in and right of setoff against all of the Company’s right, title and interest in and to
all of the capital stock of Merriman Capital Inc., together with all proceeds, rents, profits and returns of and from any of the
foregoing. Additional consideration in the form of 236,250 warrants to purchase common shares of the Company at $0.63 per share
was issued to the lender. The warrants expire on September 27, 2015.



This transaction was accounted for as an
issuance of debt with warrants and the proceeds were allocated to the individual instruments based on the relative fair values
of each instrument at the time of issuance. Based on the fair value allocation method, the value of the warrants issued in connection
with the September 2012 Secured Promissory Note was $45,000 which was recorded as a discount on the debt and applied against the
September 2014 Secured Promissory Note.



On December 13, 2012, the Co-Chairman of
the Board of Directors loaned $200,000 to the Company in a secured promissory note (the “December 2012 Secured Promissory
Note”) maturing on September 13, 2013 and bearing interest rates at eight percent (8%) per annum payable at maturity. The
December 2012 Secured Promissory Note was extended a few times maturing on August 31, 2015. Effective on September 26, 2013, interest
rate increased to ten percent (10%) per annum payable at maturity. Additional consideration included 625,000 warrants to purchase
the Company common stock at $2.40 per share.



On September 12, 2013 the Co-Chairman of
the Board of Directors loaned $166,028 to the Company in a secured promissory note maturing on February 7, 2014, bearing interest
rates at ten percent (10%) per annum payable at maturity. Principal amount and accrued interest were paid in full on January 23,
2014.



Software Platform Purchase



In December 2013, the Company purchased
a software platform called Digital Capital Network (“DCN”), an online capital marketplace, from an entity owned by
a member of the Board of Directors, Robert K. Ward. The purchase price consisted of $160,000 cash
and 88,164 shares of the Company’s common stock valued at $1.80 per share at the time of issuance.



The Company also entered into a licensing
agreement to pay the entity owned by Robert K. Ward $18,000 a month.



For the years ended December 31, 2014 and
2013, cash payments made to the entity owned by Robert K. Ward were $218,000 and $184,000, respectively.



Other Related Party Transactions



On June 17, 2014, MC
sold 1 share of common stock each to the Company’s Chief Executive Officer and Chairman of the Audit Committee for $96 per
share.





10







From time to time, officers and employees
of the Company may invest in private placements which the Company arranges and for which the Company charges investment banking
fees. The Company’s employees may, at times, provide certain services and supporting functions to its affiliate entities.
The Company is not reimbursed for any costs related to providing those services.



Director Independence



The listing standards of The NASDAQ Stock Market, which the
Company was listed on until November 2011, require that a majority of our Board of Directors be comprised of independent directors.
The Board has determined that the following Board members are independent, consistent with the guidelines of The NASDAQ Stock Market:
Dennis G. Schmal, Jeffrey M. Soinski, Robert K. Ward, Patrick O’Brien and Ronald L. Chez. The Board based this determination
primarily on a review of the responses of our directors and executive officers to questions regarding employment and compensation
history, affiliations, and family and other relationships, as well as on discussions with the directors.  Accordingly,
only independent members of the Board constitute its Audit Committee, Nominating and Corporate Governance Committee and its Compensation
Committee.



Item 14. Principal Accounting Fees and Services



INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS’
FEES



Marcum LLP (“Marcum”)
served as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2014 and 2013.



The aggregate fees billed by Marcum for professional services
to the Company were $206,700 in 2014 and $201,500 in 2013, respectively.



Audit Fees.  The aggregate fees billed
by Marcum for professional services rendered for the audit of the Company’s annual financial statements, the review of the
Company’s quarterly financial statements, and services that are normally provided in connection with statutory and regulatory
filings or engagements were $178,700 in 2014 and $176,500 in 2013.



Audit Related Fees.  There were no aggregate
fees billed by Marcum for 2014 and 2013 for professional assurance and related services reasonably related to the performance of
the audit of the Company’s financial statements, but not included under Audit Fees.



Tax Fees.  The aggregate
fees billed by Marcum for professional services for tax Preparation, tax
compliance, tax advice and tax planning were $28,000 in 2014 and $25,000 in 2013.



All Other Fees.  None.



Audit Committee Policies and Procedures



The Audit Committee has formal policies and procedures in place
with regard to the approval in advance of all professional services provided to the Company by its independent registered public
accountants. With regard to audit fees, the Audit Committee reviews the annual audit plan and approves the estimated annual audit
budget in advance. With regard to tax services, the Audit Committee reviews the description and estimated annual budget for tax
services to be provided by the Company’s tax consultants in advance. During 2014, the Audit Committee approved all of the
independent registered public accountants’ fees in advance.





11







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.



|               | Merriman Holdings, Inc.
|-------------- | -----------------------
|               |                        
|April 30, 2015 | By:                    
|               |                        
|               |                        



Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.



|Signature                |  | Title                                 |  | Date          
|------------------------ |  | ------------------------------------- |  | --------------
|                         |  |                                       |  |               
|/s/ D. Jonathan Merriman |  | Chief Executive Officer, and          |  | April 30, 2015
|D. Jonathan Merriman     |  | Co-Chairman of the Board of Directors |  |               
|                         |  |                                       |  |               
|/s/ Ronald L. Chez       |  | Co-Chairman of the Board of Directors |  | April 30, 2015
|Ronald L. Chez           |  |                                       |  |               
|                         |  |                                       |  |               
|/s/ Patrick W. O’Brien   |  | Director                              |  | April 30, 2015
|Patrick W. O’Brien       |  |                                       |  |               
|                         |  |                                       |  |               
|/s/ William J. Febbo     |  | Director                              |  | April 30, 2015
|William J. Febbo         |  |                                       |  |               
|                         |  |                                       |  |               
|/s/ Dennis G. Schmal     |  | Director                              |  | April 30, 2015
|Dennis G. Schmal         |  |                                       |  |               
|                         |  |                                       |  |               
|/s/ Jeffrey M. Soinski   |  | Director                              |  | April 30, 2015
|Jeffrey M. Soinski       |  |                                       |  |               
|                         |  |                                       |  |               
|/s/ Robert Ward          |  | Director                              |  | April 30, 2015
|Robert Ward              |  |                                       |  |               





12