UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 

 
Date of Report (Date of earliest event reported): November 17, 2020
 
AIKIDO PHARMA INC.
(Exact name of registrant as specified in its charter)

 

Delaware 000-05576 52-0849320

(State or other jurisdiction

of incorporation) 

(Commission

File Number) 

(I.R.S. Employer

Identification No.) 

 

One Rockefeller Plaza, 11th Floor, New York, NY 10020
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (703) 992-9325
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value AIKI The Nasdaq Capital Market

 

 

 

 

Item 5.07.           Submission of Matters to a Vote of Security Holders.

 

                On November 17, 2020, AIkido Pharma Inc., a Delaware corporation (the “Company”), held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders (i) approved a proposal to amend the Company’s Amended and Restated Bylaws to divide the Board of Directors of the Company (the “Board”) into three classes: Class I, Class II and Class III, with the directors in Class I being elected for a term expiring at the 2021 annual meeting of stockholders, the directors in Class II being elected for a term expiring at the 2022 annual meeting of stockholders, and the directors in Class III being elected for a term expiring at the 2023 annual meeting of stockholders; (ii) elected Robert J. Vander Zanden and Tim S. Ledwick to serve as Class I directors of the Company, Anthony Hayes and Robert Dudley to serve as Class II directors of the Company and Gregory James Blattner and Paul LeMire to serve as Class III directors of the Company; (iii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; (iv) approved, on a non-binding, advisory basis, the Company’s executive compensation; and (v) approved an amendment to the AIkido Pharma Inc. 2014 Equity Incentive Plan (the “2014 Plan”) to increase the number of shares of common stock authorized to be issued pursuant to the 2014 Plan from 243,344 to 5,000,000 shares.

 

Stockholders of record at the close of business on September 24, 2020 were entitled to one vote for each share of common stock, ten/nineteenths votes per share of Series D Convertible Preferred Stock (as converted, one vote for each of 2,487 shares of common stock) and ten/nineteenths votes per share of Series D-1 Convertible Preferred Stock (as converted, one vote for each of 439 shares of common stock) held.  On September 24, 2020, there were 34,920,219 shares of common stock issued and outstanding, 4,725 shares of Series D Convertible Preferred Stock issued and outstanding and 834 shares of Series D-1 Convertible Preferred Stock issued and outstanding, of which 21,074,252 were represented at the Meeting, or approximately 60% of the total outstanding, which was sufficient to constitute a quorum.

 

Set forth below are the final voting results for each of the proposals:

 

Proposal No. 2 – Approval of an amendment to the Company’s Amended and Restated Bylaws to divide the Board into three classes

 

The proposed amendment to the Company’s Amended and Restated Bylaws to divide the Board into three classes was approved. The voting results were as follows: 

 

Votes For Votes Against Abstentions Broker Non-Votes
5,429,989 2,723,682 302,294 12,618,287

 

Proposal No. 3 – Election of directors

 

Robert J. Vander Zanden and Tim S. Ledwick were elected to serve as Class I directors of the Company for a term expiring at the 2021 annual meeting of stockholders or until their successors are elected and qualified, Anthony Hayes and Robert Dudley were elected to serve as Class II directors of the Company for a term expiring at the 2022 annual meeting of stockholders or until their successors are elected and qualified, and Gregory James Blattner and Paul LeMire were elected to serve as Class III directors of the Company for a term expiring at the 2021 annual meeting of stockholders or until their successors are elected and qualified. The voting results were as follows:

 

Director Votes For Votes Withheld Broker Non-Votes
Robert J. Vander Zanden 7,182,488 1,273,477 -
Anthony Hayes 6,968,901 1,487,064 -
Tim S. Ledwick 7,203,023 1,252,942 -
Robert Dudley 7,315,942 1,140,023 -
Gregory James Blattner 7,186,093 1,269,872 -
Paul LeMire 7,299,245 1,156,720 -

 

1

 

 

Proposal No. 4 – Ratification of the appointment of independent registered public accounting firm

 

The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified. The voting results were as follows: 

 

Votes For Votes Against Abstentions Broker Non-Votes
18,402,384 2,042,778 629,090 -

 

Proposal No. 5 – Approval, by non-binding advisory vote, of the Company’s executive compensation

 

The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows: 

 

Votes For Votes Against Abstentions Broker Non-Votes
4,882,699 3,240,333 332,933 12,618,287

 

Proposal No. 6 – Approval of an amendment to the 2014 Plan to increase the number of shares of common stock authorized to be issued pursuant to the 2014 Plan from 243,344 to 5,000,000 shares

 

The proposed amendment to the 2014 Plan to increase the number of shares of common stock authorized to be issued thereunder was approved. The voting results were as follows: 

 

Votes For Votes Against Abstentions Broker Non-Votes
4,398,535 3,702,262 355,168 12,618,287

 

With respect to the proposal regarding the authorization of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued and outstanding common stock at a ratio of up to one-for-ten, which ratio will be selected at the sole discretion of our Board at any whole number in the above range, with any fractional shares that would otherwise be issued as a result of the reverse stock split being rounded up to the nearest whole share; provided, that our Board may abandon the reverse stock split in its sole discretion, the virtual Meeting was adjourned to December 4, 2020, at 12:00 p.m. EST. The purpose of the adjournment is to allow additional time for the Company’s stockholders to vote on Proposal 1.

On November 20, 2020, the Company issued a press release announcing the adjournment of the Meeting. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1   Press Release, dated November 20, 2020.

 

2

 

 

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 hereunto duly authorized.

 

  AIKIDO PHARMA INC.
   
  By:  /s/ Anthony Hayes
 

Name:

Title:

Anthony Hayes
Chief Executive Officer

 

Dated: November 20, 2020

3

 

 

 

 

 

 

Exhibit 99.1

 

AIkido Pharma Inc. Announces Results of 2020 Annual Stockholder Meeting

All stockholder proposals were approved other than the authority for a reverse stock spilt

The meeting was adjourned to allow more time to collect votes on the reverse stock split

The Company urges stockholders to vote

 

New York, New York, November 20, 2020/PRNewswire/AIkido Pharma Inc. (the “Company” or “AIkido”) (NASDAQ: AIKI) today announced the results from the virtual 2020 Annual Meeting of Stockholders (the “Meeting”) held on November 17, 2020 (the “Meeting”).

 

All proposals that were presented to the stockholders were approved at the Meeting, except for the proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock (the “Common Stock”) at a ratio of up to one-for-ten (the “Amendment Proposal”). Accordingly, the Company adjourned the Meeting to allow more time for stockholders to consider the Amendment Proposal.  The adjournment of the Meeting will preserve the September 24, 2020 record date for the determination of stockholders entitled to receive notice of and vote at the upcoming adjourned meeting to be held at 12:00 p.m. on December 4, 2020.

 

The detailed voting results for the Meeting are provided in the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 20, 2020.

 

The Company urges all stockholders who have not yet voted to vote in favor of the Amendment Proposal. Approval of the Amendment Proposal and the resulting reverse stock split is critical. The primary objective of the reverse stock split is to raise the per share trading price of the Common Stock to comply with the Nasdaq minimum share price listing rule to allow the Company to continue to list on Nasdaq. The higher stock price resulting from the reverse stock split and the listing of the Common Stock on Nasdaq is important for the marketability of the Common Stock to the financial community and investing public. If the reverse stock split is not effectuated, it could limit the number of potential buyers of the Common Stock as many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios. Also, brokerage houses frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks. Top proxy advisory firms ISS and Glass Lewis, who together provide voting recommendations on stockholder meetings to a majority of institutional stockholders, both recommend a “FOR” vote for this proposal in order to maintain listing on Nasdaq.

 

We urge you to please vote your shares of AIkido today. You may do so by contacting MacKenzie Partners at 1-800-322-2885 (toll-free in the U.S.) or 212-929-5500.

 

MacKenzie Partners can also take your vote via email. To vote by email, simply send an email with your

voting instructions to proxy@mackenziepartners.com . A sample email is below:

 

To:                   proxy@mackenziepartners.com

Cc:                   jjaegers@mackenziepartners.com:        

Re:                   AIkido Pharma Inc. Annual Meeting

 

 

 

 

Dear Mr. Jaegers;

 

Please vote my shares of AIkido Pharma Inc. Common Stock for the 2020 Annual Meeting of Stockholders as follows:

 

1. FOR the amendment to effect reverse stock split

 

Proposals 2, 3a,3b,3c,3d, 3e, 3f, 4, 5, and 6 will be voted FOR in order to complete the proxy. Please be advised that these proposals have already passed at the shareholder meeting on November 17, 2020.

 

The shares are registered in the name of ___________

 

Thank you

 

Your vote is very important, regardless of the number of shares you own. Please take a moment to vote your shares by contacting MacKenzie Partners today.

 

Thank you for your support.

 

Important Information and Where to Find It

 

This communication may be deemed to be solicitation material in respect to the Meeting and the Proposals. On October 5, 2020, the Company initially filed the Definitive Proxy Statement with the SEC. The Company gave notice and mailed the Definitive Proxy Statement to certain stockholders on or about October 5, 2020. The Company may file other documents with the SEC in connection with the Meeting. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY AND, IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY. Stockholders may obtain, free of charge, copies of the Definitive Proxy Statement and any other documents filed by the Company with the SEC in connection with the Meeting at the SEC’s website (http://www.sec.gov) and on the investor relations section of the Company’s website at www.aikidopharma.com. Investors and stockholders are urged to read the Definitive Proxy Statement and the other relevant materials before making any voting decision with respect to the Meeting and the Proposals.

 

Non-Solicitation

 

This communication does not constitute an offer to sell or solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Participants in the Solicitation

 

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Meeting. Additional information regarding the directors and executive officers of the Company is included in the Company’s Definitive Proxy Statement relating to the Meeting, filed with the SEC on October 5, 2020. These documents are available free of charge from the sources indicated above.

 

 

 

 

About AIkido Pharma Inc. 

 

AIkido Pharma Inc. was initially formed in 1967 and is a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics.  The Company's platform consists of patented technology from leading universities and researchers and we are currently in the process of developing an innovative therapeutic drug platform through strong partnerships with world renowned educational institutions, including The University of Texas at Austin and Wake Forest University. Our diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL). In addition, we are constantly seeking to grow our pipeline to treat unmet medical needs in oncology.  The Company is also developing a broad-spectrum antiviral platform that may potentially inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

 

Contact:

 

Investor Relations:
   
  Hayden IR
  Brett Maas, Managing Partner
  Phone: (646) 536-7331
  Email: brett@haydenir.com
  www.haydenir.com
   
AIkido Pharma Inc.:
   
  Phone: 212-745-1373
  Email: investorrelations@aikidopharma.com
  www.aikidopharma.com