AIkido Pharma Inc. (Form: 8-K, Received: 02/03/2021 16:32:39)

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): January 29, 2021

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, 11^th 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 1.01 Entry into a Material Definitive Agreement.

On January 29, 2021, AIkido Pharma, Inc. (the “Company”) purchased an 8% convertible promissory note (“Convertible Note”) issued by Convergent Therapeutics, Inc. (“Convergent”) with a principal amount of $2 million pursuant to a Note Purchase Agreement with Convergent. The Company paid a purchase price for the Convertible Note of $2 million. The Company will receive interest on the Convertible Note at the rate of 8% per annum payable upon conversion or maturity of the Convertible Note.

The Convertible Note matures after January 28, 2023 upon demand of a majority of the holders of the Convertible Notes. Prior to maturity, in the event that Convergent undertakes a Qualified Financing (as defined in the Convertible Note), the Promissory Note will automatically convert into the securities offered in the Qualified Offering (anticipated to be preferred equity) but at a conversion rate equal to the lesser of 80% of the price paid by other investors for such securities in the Qualified Offering and the conversion rate determined by dividing the outstanding principal of the Promissory Note by the number of shares of Convergent outstanding on a fully diluted basis immediately prior to such Dilutive Issuance (the latter, the “Capped Conversion Ratio”). Additionally, in the event of a change of control of Convergent the Company will have the right to accelerate the payment obligations under the Promissory Note or convert into equity of Convergent at the Capped Conversion Ratio.

Additionally, the Convertible Note contains standard and customary events of default that allows a majority of the holders of a outstanding Promissory Notes to accelerate the payment obligations of Convergent under the Promissory Note.

The foregoing description of the Agreement and Convertible Note is a summary and is qualified in its entirety by reference to the full Agreement and Convertible Note, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

About Convergent

Convergent has exclusive rights to technology related to next generation radiopharmaceutical therapy for prostate cancer that is covered by multiple issued U.S. and foreign patents. Convergent is currently conducting advanced human trials relating to prostate cancer treatments involving peptide receptor radionuclide therapy (“PRRT”) that targets the prostate-specific membrane antigen (“PSMA”) present on prostate cancer cells. The technology was developed under the direction of Dr. Neil Bander, Professor of Urologic Oncology at Weill Cornell Medicine.

The key component of Convergent’s PRRT prostate cancer therapy is its proprietary drug, CONV 01-α, a monoclonal antibody conjugated with ²²⁵Ac, a radioactive alpha particle emitter. The function of CONV 01-α is unique in that it not only binds specifically to the PSMA receptor on prostate cancer cells, but also stimulates the internalization of the receptor along with itself and its powerful radioactive payload directly into tumor cells. Convergent is presently conducting two sets of human clinical trials using CONV 01-α as a single agent treatment for prostate cancer. The first is a Phase 1a/2a Single Ascending Dose Trial of CONV 01-α and the results are expected to be released in Q2 2021. In August of 2020, Convergent began a second Phase 1b/2a trial to test the efficacy of multiple ascending doses of CONV 01-α. If FDA approved, CONV 01-α would be the first antibody drug approved to direct a radioisotope into prostate cancer cells, and the first drug approved for the use of ²²⁵Ac in cancer treatment.

Leveraging the ability of CONV 01-α to internalize the PSMA receptor along with molecules bound to it, Convergent has also developed a proprietary dual therapy by adding a second molecule that specifically binds to PSMA and also contains a radioactive isotope. Convergent has identified certain small molecules that bind to PSMA, but at a different epitope than does CONV 01-α, and therefore do not interfere with the binding of CONV 01-α or its ability to internalize PSMA. The result is that two different radioactive drugs are internalized directly into prostate cancer cells. Importantly, Convergent identified small molecules, with a current focus on the molecule PSMA I&T, that have different biodistributions in the body than does CONV 01-α, so as to reduce additive damage from using two radioactive agents. PSMA I&T is a molecule routinely used clinically to perform imaging to show the presence and distribution of PSMA in a prostate cancer patient. Preliminary animal data using this proprietary dual action PRRT indicate that the two molecules administered together act in a truly synergistic fashion, i.e., the effect of using both drugs together is significantly higher than the expected additive effects of using each separately.

Convergent now has approval to begin human trials using CONV 01-α and PSMA I&T in a dual therapy, which are anticipated to begin in February of 2021. In these trials, Convergent will test PSMA I&T containing either ¹⁷⁷Lu, a beta particle emitter, or ²²⁵Ac, the same alpha emitter in CONV 01-α. Convergent has approval to perform the three human trials listed below for this dual therapy, anticipated to begin in February of 2021:

(1) a Phase 1b/2a with the combination of CONV 01-α and PSMA I&T-β;

(2) a Phase 2b with the combination of PSMA I&T-β ± CONV 01-α, and

(3) a Phase 1b/2a with PSMA I&T-α ± CONV 01-α (i.e., both drugs with ²²⁵Ac, the α-particle emitter).

Another company is currently studying PSMA I&T-β, containing ¹⁷⁷Lu, and has just completed a phase 3 trial in prostate cancer. Separately, Novartis is pursuing FDA approval for another ¹⁷⁷Lu-small molecule drug for prostate cancer treatment, designated ¹⁷⁷Lu-PSMA-617, which also binds PSMA. Novartis has recently completed a phase 3 registration trial for treatment of metastatic castration-resistant prostate cancer (mCRPC), a form of advanced prostate cancer. Like PSMA I&T-β, Novartis’s ¹⁷⁷Lu-PSMA-617 may also be a promising candidate for use with CONV 01-α in the proprietary dual PRRT therapy.

Item 8.01 Other Events.

On February 1, 2021, the Company issued a press release announcing the Company’s entrance into the Agreement and provided a description of Convergent’s business. 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

Exhibit Number		Title of Document

10.1		Securities Purchase Agreement by and between Convergent Therapeutics, Inc. and the Company, dated January 29, 2021
10.2		Convertible Promissory Note dated January 29, 2021
99.1		Press release dated February 1, 2021

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: February 3, 2021

Exhibit 10.1

AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (as amended through the date hereof and as may be amended or otherwise modified from time to time, this “Agreement”), is made as of the 29^th day of January, 2021 by and among Convergent Therapeutics, Inc., a Delaware corporation (the “Company”), and the investors who become party hereto from time to time upon execution of a counterpart signature page (the “Purchaser Signature Page”) in substantially the form attached hereto as Exhibit A (each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Company and certain of the Purchasers are parties to the Convertible Promissory Note Purchase Agreement, dated as of December 1^st, 2020 (the “Prior Agreement”);

WHEREAS, pursuant to Article IV, Section 2, of the Prior Agreement, the Prior Agreement may be amended by the written consent of the Holders of a majority of the aggregate outstanding principal amount of Notes;

WHEREAS, the undersigned Purchasers represent the Holders of a majority of the aggregate outstanding principal amount of Notes necessary to amend the Prior Agreement as of the date hereof (the “Current Requisite Holders”);

WHEREAS, the Company and the Current Requisite Holders desire to amend and restate the Prior Agreement; and

WHEREAS, at one or more Closings (as defined below), the Company desires to issue and sell to one or more Purchasers that are “accredited investors” under the Securities Act (as defined below) convertible promissory notes, each in substantially the form attached hereto as Exhibit B (each a “Note” and together with any other Note issued pursuant to this Agreement, and with any exchange or replacement thereof, the “Notes”), having an aggregate principal amount of up to [XXX].

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the exchange and sufficiency of which are hereby acknowledged, the Current Requisite Holders hereby agree that the Prior Agreement is hereby amended and restated, and the parties to this Agreement hereby further agree as follows:

ARTICLE I
PURCHASE, SALE AND TERMS OF NOTES

1. Sale and Issuance of the Notes. Subject to the terms and conditions of this Agreement, at each Closing, the Company agrees to issue and sell to each of the Purchasers, and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, each of the Purchasers, severally and not jointly, agrees to purchase, a Note in the principal amount set forth on the Purchaser Signature Page for such Purchaser for such Closing. The Company shall use the proceeds from the issuance and sale of the Notes for working capital and other general corporate purposes.

2. Closing; Delivery. The initial purchase and sale of Notes shall take place at 10:00 am Eastern time on the date of this Agreement (the “Initial Closing”). At the Initial Closing, the Company shall issue and deliver to each Purchaser purchasing a Note at the Initial Closing such Purchaser’s Note, and such Purchaser shall pay the Company the principal amount set forth on the Purchaser Signature Page for such Purchaser for the Initial Closing and opposite such Purchaser’s name on the Schedule of Purchasers attached hereto, under the heading “Principal Amount of Note Purchased at the Initial Closing” by wire transfer of immediately available funds in accordance with the instructions of the Company. The Company may conduct one or more additional closings on or prior to [XXX] (the “Additional Closings”) to be held at such place and time as the Company and the Purchasers participating in such Additional Closing may determine. At each Additional Closing, the Company shall issue and deliver to each Purchaser purchasing a Note at such Additional Closing such Purchaser’s Note, and such Purchaser shall pay the Company the principal amount set forth on the Purchaser Signature Page for such Purchaser for such Closing and opposite such Purchaser’s name on the Schedule of Purchasers attached hereto under the heading “Principal Amount of Note Purchased at the Additional Closing” dated the applicable date by wire transfer of immediately available funds in accordance with the instructions of the Company. In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified. Notwithstanding any other provision of this Agreement and without requiring consent of any Purchaser, at each Additional Closing, the Company shall update the Schedule of Purchasers to reflect the Notes sold at such Additional Closing.

3. No Usury. This Agreement and the Notes issued pursuant to the terms of this Agreement are hereby expressly limited so that in no event whatsoever, whether by reason of deferment or advancement of loan proceeds, acceleration of maturity of the loan evidenced hereby, or otherwise, shall the amount paid or agreed to be paid to the Purchasers hereunder for the loan, use, forbearance or detention of money exceed the maximum interest rate permitted by the laws of the State of New York. If at any time the performance of any provision hereof or the Notes involves a payment exceeding the limit of the price that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the agreed upon interest rate as set forth in the Notes shall be reduced to such limit, it being the specific intent of the Company and the Purchasers that all payments under this Agreement or the Notes are to be credited first to interest as permitted by law, but not in excess of (a) the agreed rate of interest set forth in the Notes, or (b) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal. The provisions of this paragraph shall never be superseded or waived and shall control every other provision of this Agreement and the Notes.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to each Purchaser that the representations and warranties are true and correct as of the date hereof and, with respect to each Purchaser purchasing a Note at a Closing, as of such Closing, except as otherwise indicated:

1. Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted and to carry out the transactions contemplated by this Agreement. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business or assets of the Company.

2. Capitalization. As of the date hereof, the Company has a total authorized capitalization consisting of [XXX] shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of which [XXX] shares are issued and outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and non-assessable.

3. Subsidiaries. The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

4. Authorization. All corporate action required to be taken by the board of directors, officers, and stockholders of the Company for the execution and delivery of the Agreement and Notes, the performance of all obligations of the Company under the Agreement to be performed as of the Closing, and the issuance and delivery of the Notes has been taken or will be taken prior to the Closing. The Agreement and the Notes, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

5. Validity. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Notes, when executed and delivered in accordance with this Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

6. Litigation. There is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened before any court, administrative agency, or other governmental body (nor, to the Company’s knowledge, is there any basis for any such action, suit, proceeding or investigation) that might result, either individually or in the aggregate, in a material adverse effect to the Company. The Company is not a party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit or proceeding by the Company currently pending or that the Company currently intends to initiate.

7. Governmental Approvals. Subject to the accuracy of the representations and warranties of the Purchasers set forth in ARTICLE III, no registration or filing with, or consent or approval of or other action by, any federal, state or other governmental agency or instrumentality is or will be necessary for the valid execution, delivery and performance by the Company of this Agreement or the issuance, sale and delivery of the Notes, other than filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws (all of which filings have been or will be made by the Company) in connection with the sale of the Notes, if any.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASERS

At each Closing, each Purchaser purchasing a Note at such Closing, severally and not jointly, represents and warrants to the Company that:

1. Authority. If such Purchaser is an entity, such Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms.

2. Purchase for Investment. Such Purchaser is acquiring the Notes purchasable by it hereunder and the shares of capital stock of the Company issuable upon conversion thereof (collectively, the “Securities”) for its own account, for investment and not for, with a view to, or in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

3. Unregistered Securities; Legend. Such Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities law, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such laws, that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration, that the Securities shall bear a legend to such effect, and that appropriate transfer instructions may be issued. Such Purchaser further understands that such exemption depends upon, among other things, the bona fide nature of such Purchaser’s investment intent expressed herein.

4. Status of the Purchasers. If such Purchaser is an entity, such Purchaser has not been formed for the specific purpose of acquiring the Securities pursuant to this Agreement.

5. Accredited Investor. Such Purchaser understands the term “accredited investor” as used in Regulation D promulgated under the Securities Act and represents and warrants to the Company that the Purchaser is an “accredited investor” for purposes of acquiring the Securities being acquired by it hereunder.

6. Knowledge and Experience; Economic Risk. Such Purchaser has sufficient knowledge and experience in business and financial matters and with respect to investment in securities of privately held companies similar to the Company in terms of the Company’s stage of development so as to enable it to analyze and evaluate the merits and risks of the investment contemplated hereby and is capable of protecting its interest in connection with this transaction. Such Purchaser is able to bear the economic risk of such investment, including a complete loss of the investment.

7. Access to Information. Such Purchaser acknowledges that such Purchaser and its representatives have made an investigation of the Company and its business as it deemed necessary and had the opportunity to ask questions and receive answers from officers and representatives of the Company concerning the transactions contemplated by this Agreement and obtain any additional information that is necessary to verify the accuracy of the information regarding the Company or otherwise desired in connection with its purchase of the Securities being acquired by it hereunder.

8. Rule 144. Such Purchaser understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to Purchaser) promulgated by the Securities and Exchange Commission under the Securities Act depends upon the satisfaction of various conditions and that such exemption is not currently available.

9. No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation or (b) published any advertisements in connection with the offer and sale of the Notes.

10. Bad Actor. Such Purchaser represents that neither it nor any of its Rule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Parties” shall mean a “beneficial owner” of the Purchaser’s voting securities of the Company as provided under Rule 13d-3 under the Securities Exchange Act of 1934, of as amended.

ARTICLE IV
MISCELLANEOUS

1. No Waiver; Cumulative Remedies. No failure or delay on the part of any party to this Agreement in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

2. Amendments, Waivers and Consents. Any provision in this Agreement to the contrary notwithstanding, changes in or additions to this Agreement or the Notes may be made, and compliance with any covenant or provision herein or therein set forth may be omitted or waived, if the Company obtains consent thereto in writing from the Holders of a majority of the aggregate outstanding principal amount of the Notes, including any Holder of at least [XXX] then-outstanding principal amount of Notes (the “Requisite Holders”); provided, however, that no such change, addition, omission or waiver shall reduce the principal on any Note, without the consent of the holder thereof.

3. Addresses for Notices, etc. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be conclusively deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on their signature pages, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this ARTICLE IV, Section 3. If notice is given to the Company, a copy shall also be sent to Goodwin Procter LLP, 100 Northern Avenue, Boston, MA 02210, Attn: Mitch Bloom, Esq.; which copy shall not constitute notice.

4. Binding Effect; Assignment. Each Purchaser may assign its rights and obligations hereunder to an affiliate of such Purchaser. Such assignee shall be deemed a “Purchaser” for purposes of this Agreement; provided that such assignment of rights shall be contingent upon the assignor and assignee providing a written instrument to the Company notifying the Company of such assignment and the assignor agreeing in writing to be bound by the terms of this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

5. Survival of Representations and Warranties. All representations and warranties made in this Agreement, the Notes or any other instrument or document delivered in connection herewith or therewith, shall survive the execution and delivery hereof or thereof.

6. Entire Agreement. This Agreement, together with all exhibits hereto and the Notes, constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other prior negotiations, correspondence, duties, obligations, understandings or agreements concerning the subject matter hereof.

7. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8. Governing Law. This Agreement and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with, the laws of the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by, and construed in accordance with, the internal laws of the State of New York (excluding the laws and rules of law applicable to conflicts or choice of law).

9. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement may be executed and delivered by facsimile, or by e-mail in portable document format (.pdf) and delivery of the signature page by such method will be deemed to have the same effect as if the original signature had been delivered to the other parties.

10. Expenses. Each party shall pay its own expenses in connection with the transactions contemplated by this Agreement.

11. Further Assurances. From and after the date of this Agreement, upon the request of the Purchasers or the Company, the Company and the Purchasers shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

12. Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors in their capacities as such, in making its investment or decision to invest in the Company. Each Purchaser agrees that no other Purchaser nor the respective controlling persons, officers, directors, partners, agents, stockholders or employees of any other Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase and sale of the Notes.

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Convertible Promissory Note Purchase Agreement on the day, month and year first above written.

COMPANY:

Convergent Therapeutics, Inc.

By:	/s/ Authorized Signatory

Name:	[XXX]

Title:	Authorized Signatory

Address for Notice:

[XXX]

[Signature Page to Amended and Restated Convertible Promissory Note Purchase Agreement]

Exhibit A

Purchaser Signature Page

By executing this page in the space provided, the undersigned investor hereby agrees (i) that it is a “Purchaser” as defined in the Amended and Restated Convertible Promissory Note Purchase Agreement, dated as of January 29, 2021, by and among Convergent Therapeutics, Inc., a Delaware corporation and the Purchasers party thereto (the “Purchase Agreement”), (ii) that it is a party to the Purchase Agreement for all purposes, (iii) that it is bound by all terms and conditions of the Purchase Agreement, and (iv) that it is subscribing for a Note in the aggregate principal amount set forth below.

PURCHASER:

/s/ Anthony Hayes

Name:	Anthony Hayes as CEO of Aikido Pharma Inc.

Title:	CEO of Aikido Pharma Inc.

Address for Notice:

[XXX]

Closing Date: January 29, 2020

Principal ($): 2,000,000.00

Exhibit 10.2

THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH PLEDGE, SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

No. 4

CONVERGENT THERAPEUTICS, INC.

Convertible Promissory Note

$2,000,000

January 29, 2020

For value received, Convergent Therapeutics, Inc. (the “Company”), hereby promises to pay to the order of Aikido Pharma Inc. (hereinafter together with his, her or its successors in title and assigns referred to as the “Holder”), on demand by the Requisite Holders (as defined below) on or after [XXX] (the “Maturity Date”), the principal sum of Two Million Dollars ($2,000,000), together with interest thereon as set forth below (the “Amount Due”), unless earlier repaid or converted pursuant to the terms and conditions set forth below.

This Convertible Promissory Note (this “Note”) is one in a series of convertible promissory notes (collectively, the “Notes”) issued by the Company pursuant to that certain Amended and Restated Convertible Promissory Note Purchase Agreement, dated as of January 29, 2021, by and among the Company and the parties thereto (as amended through the date hereof and as may be amended or otherwise modified from time to time, the “Purchase Agreement”). As used in this and any other Notes, “Requisite Holders” shall mean the holders of a majority of the aggregate outstanding principal amount of this and such other Notes, including any holder of at least [XXX] aggregate then-outstanding principal amount of Notes. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

1. Interest. This Note shall bear simple interest at an annual rate of eight percent (8%). Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed but in no event shall the rate of interest exceed the maximum rate, if any, allowable under applicable law. Interest shall accrue and not be payable until converted as provided in Section 3 hereof or paid in connection with repayment in full of the principal amount of this Note.

2. Amount Due.

2.1 Payments. Payment of principal and interest shall be made in immediately available funds in lawful currency of the United States of America at the offices of the Holder or at such other place as the Holder hereof shall have designated to the Company in writing. Payment shall be credited first to any costs, expenses or charges then payable to the Holder, then to accrued interest then due and payable, and then to principal.

2.2 Notes Pari Passu. Each of the Notes shall rank equally without preference or priority of any kind over one another, and all payments and recoveries payable on account of principal and interest on the Notes shall be paid and applied ratably and proportionately on the Amount Due on all outstanding Notes on the basis of their original principal amount.

2.3 Prepayment. This Note may not be prepaid without the written consent of the Requisite Holders. Any such approved prepayment must be made in accordance with Section 2.2 above.

3. Conversion of the Notes.

3.1 Definitions. The Note shall be convertible according to the following terms:

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, or is controlled by, or is under common control with such specified Person. For purposes of this definition, “control,” “controlled by” and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Capped Conversion Price” shall be calculated by dividing [XXX] by the number of shares of Common Stock on a fully diluted basis immediately prior to the conversion of the Notes (based on the total number of shares of Common Stock, then outstanding, assuming the conversion of all outstanding options, warrants and other convertible securities, other than the Notes, and, in the case of a Qualified Financing, expressly excluding any shares reserved or authorized for future issuance under the Company’s equity incentive plans as of immediately following the Qualified Financing).

“Change of Control” means the merger or consolidation of the Company into or with another Company (other than a wholly-owned subsidiary of the Company in a merger in which the Company is the surviving Company and the Certificate of Incorporation remains unchanged), the sale, lease, exclusive license, transfer or other disposition of all or substantially all of the assets or intellectual property of the Company (other than to a wholly-owned subsidiary of the Company), a transfer of more than fifty percent (50%) of the voting power of the Company, in a single transaction or series of related transactions and the closing of the initial public offering of the Company’s Common Stock; provided, that a Qualified Financing or other equity financing shall not constitute a “Change of Control”.

“Equity Securities” means the Common Stock or Preferred Stock issued upon conversion of the Note under this Section 3.

“Qualified Financing” means the first bona fide sale (or series of related sales) by the Company of its Preferred Stock after the date of the Purchase Agreement resulting in aggregate proceeds to the Company (excluding the Notes) of at least [XXX].

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Preferred Stock” means the preferred stock, par value $0.0001 per share, of the Company (or any similar equity security to be issued in connection with the Qualified Financing) to be authorized immediately prior to the closing of the Qualified Financing.

3.2 Automatic Conversion Upon Qualified Financing. If the Qualified Financing occurs prior to the Maturity Date, upon a Qualified Financing, each outstanding Note shall be automatically converted into shares of the Preferred Stock issued in the Qualified Financing. The number of shares of Preferred Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Amount Due on the date of conversion by (ii) the lesser of (x) eighty percent (80%) of the per share price of the Preferred Stock sold in the Qualified Financing and (y) the Capped Conversion Price. The Holder hereby agrees, as a condition to such conversion, to execute and become party to all agreements that the Company reasonably requests in connection with such Qualified Financing.

3.3 Change of Control. In the event of a Change of Control of the Company, at the closing of such Change of Control, in full satisfaction of the Company’s obligations under this Note, the Company will, at the election of each Holder, either (i) pay the Holder an amount equal to (x) the principal then outstanding under this Note and (y) the amount of accrued interest then outstanding under this Note immediately prior to the closing of such Change of Control, or (ii) convert the outstanding Note into shares of Common Stock. The number of shares of Common Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Amount Due on the date of such Change of Control by the (ii) Capped Conversion Price, and rounding down to the nearest whole number of shares.

3.4 Fractional Shares. No fractional shares of any of the Company’s equity securities will be issued in connection with any conversion of this Note.

3.5 Certificate. As promptly as practicable after the conversion of this Note, the Company at its expense will issue and deliver to the Holder, upon surrender of the Note, a certificate or certificates for the number of full shares of Equity Securities issuable upon such conversion.

4. Demand; Default. This Note shall, at the election of the Requisite Holders¹, become immediately due and payable, without notice and demand by the Requisite Holders, upon the occurrence of any of the following events of default (individually, an “Event of Default” and collectively, “Events of Default”):

4.1 failure to pay the principal and accrued interest under the Notes in full when due, which such default is not cured within 10 business days;

4.2 the Company shall fail to observe or perform any other covenant or agreement contained in the Purchase Agreement or Notes, which failure is not cured, if possible to cure, within the earlier to occur of (A) 10 business days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 business days after the Company has become or should have become aware of such failure;

4.3 a default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under any other material agreement, lease, document or instrument to which the Company or any of its material subsidiaries is obligated; or

4.4 the Company or any material subsidiary shall be subject to any of the following events: (a) the Company or any material subsidiary thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any material subsidiary thereof, (b) there is commenced against the Company or any material subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any material subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any material subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any material subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any material subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any material subsidiary thereof admits in writing that it is generally unable to pay its debts as they become due, (h) the Company or any material subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

Upon the occurrence of an Event of Default, this Note, plus accrued but unpaid interest, shall become, at the election of the Requisite Holders, immediately due and payable in cash and the Holder shall have then, or at any time thereafter, all of the rights and remedies afforded by the Uniform Commercial Code as from time to time in effect in the State of New York or afforded by other applicable law.

5. Maturity. Unless this Note has been previously converted in accordance with the terms of Section 3 and upon written request of the Holder, from and after the Maturity Date, the entire outstanding unpaid principal amount and all unpaid accrued interest hereon shall be due and payable annually in four equal installments over a four year period from and after the date of such written request.

6. No Set-Off. All payments by the Company under this Note shall be made without set-off or counterclaim and be without any deduction or withholding for any taxes or fees of any nature, unless the obligation to make such deduction or withholding is imposed by law.

7. General.

7.1 Transfers; Successors and Assigns.

(i) This Note, and the obligations and rights of the parties hereunder, shall be binding upon and inure to the benefit of the Company, the holder of this Note, and their respective heirs, successors and assigns; provided, however, that the Company may not transfer or assign its obligations hereunder, by operation of law or otherwise, without the consent of the Requisite Holders; and provided further that the Holder may not transfer or assign its rights hereunder, by operation of law or otherwise, except to an Affiliate, without the consent of the Company.

(ii) Notwithstanding anything else in this Note to the contrary, the right of any Holder (or transferee) to receive principal or interest payments under this Note may be transferred only through the surrender of the current Note and reissuance of a new note by the Company pursuant to the provisions of this paragraph. The foregoing language is intended to cause the Note to be in “registered form” as defined in Treasury Regulations Sections 5f.103-1(c) and 1.871-14(c) and shall be interpreted and applied consistently therewith.

7.2 No Rights or Liabilities as Stockholder; No Personal Liability. This Note does not by itself entitle the Holder to any voting rights or other rights as a stockholder of the Company. In the absence of conversion of this Note, no provisions of this Note, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be a stockholder of the Company for any purpose. Holder agrees that no stockholder, director or officer of the Company shall have any personal liability for the repayment of this Note.

7.3 Amendment. This Note may be amended or modified, or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived, either generally or in a particular instance and either retroactively or prospectively, upon written consent of the Company and the Requisite Holders; provided, however, that no such change, addition, omission or waiver shall reduce the principal on this Note without the consent of the Holder thereof.

7.4 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or delivery to the party to be notified, (b) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on their signature pages to the Purchase Agreement, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.4. If notice is given to the Company, a copy shall also be sent to Goodwin Procter LLP, 100 Northern Avenue, Boston, MA 02210, Attn: Mitch Bloom, Esq., which copy shall not constitute notice.

7.5 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

7.6 Governing Law. This Note and the obligations of the Company hereunder shall be governed by and interpreted and determined in accordance with, the laws of the General Corporation Law of the State of New York (excluding the laws and rules of law applicable to conflicts or choice of law).

[Signature on following page]

IN WITNESS WHEREOF, this Note has been duly executed on behalf of the undersigned on the day and in the year first written above.

CONVERGENT THERAPEUTICS, INC.

/s/ Authorized Signatory

Name:	[XXX]

Title:	Authorized Signatory

Acknowledged and agreed by Holder:

Aikido Pharma Inc.

By:	/s/ Anthony Hayes

Name:	Anthony Hayes

Title:	CEO

[Signature Page to Convertible Promissory Note]

Exhibit 99.1

Aikido Pharma Secures Early Interest in Next Generation Radiotherapy

Currently in Human Phase 2 Trials for Treatment of Prostate Cancer

NEW YORK, February 1, 2021 /PRNewswire/ -- AIkido Pharma Inc. (Nasdaq: AIKI) (“AIkido” or the “Company”) today announced that the Company executed a Two Million Dollar Convertible Promissory Note Purchase Agreement with Convergent Therapeutics, Inc., securing an early investment in Convergent. Convergent has exclusive rights to technology related to next generation radiopharmaceutical therapy for prostate cancer that is covered by multiple issued U.S. and foreign patents.

Convergent is currently conducting advanced human trials relating to prostate cancer treatments involving peptide receptor radionuclide therapy (“PRRT”) that targets the prostate-specific membrane antigen (“PSMA”) present on prostate cancer cells. The technology was developed under the direction of Dr. Neil Bander, Professor of Urologic Oncology at Weill Cornell Medicine.

(1) a Phase 1b/2a with the combination of CONV 01-α and PSMA I&T-β;

(2) a Phase 2b with the combination of PSMA I&T-β ± CONV 01-α, and

(3) a Phase 1b/2a with PSMA I&T-α ± CONV 01-α (i.e., both drugs with ²²⁵Ac, the α-particle emitter).

Anthony Hayes, CEO of Aikido, stated, “This is by far the most advanced technology in which the Company has participated. The first of the human trials is wrapping up, with data to be reported shortly, and with the remaining trials either underway or scheduled to begin imminently. Participation in this advanced work represents a major and potentially transformative step for the Company and we are honored to be a part of it. I optimistically anticipate the first of the results to be released next quarter. We will update our shareholders as soon as the data is released.”

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, 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