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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): June 7, 2022
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 7, 2022, the board of directors (the “Board”) of Aikido Pharma, Inc. (the “Company”) appointed
Soo Yu to serve as a member of the Board.
Ms.
Yu is the wife of Kyle Wool, a board member and shareholder of the Company, and the president of Revere Securities, a corporation which
the Company has previously used to strategically manage and build its investment processes. There is no arrangement or understanding
between Ms. Yu and any other persons pursuant to Ms. Yu’s appointment as director, and there are no related party transactions
involving Ms. Yu that are reportable under Item 404(a) of Regulation S-K. There are no material plans, contracts, or arrangements to
which Ms. Yu is a party to or in which she participates, nor have there been any material amendments to any plan, contract, or arrangement
by virtue of Ms. Yu’s appointment.
On
June 10, 2022, the Company issued a press release with respect to Ms. Yu’s appointment as described herein. A copy of the press
release is attached hereto as Exhibit 99.1.
The
following is certain biographical information regarding Ms. Yu:
Ms.
Yu, age 51, is a licensed financial advisor and the current Managing Director of International Private Client Services for Revere Securities.
With more than a decade of experience working in financial services, Ms. Yu focuses on international business development and the cultivation
of overseas client banking relationships.
A
naturalized U.S. Citizen originally from South Korea, Ms. Yu brings significant expertise in Asian markets and expansive global reach
through her connectivity with international contracts. Ms. Yu earned her B.A. in Fine Arts from the Fashion Institute of Technology in
1996 and studied at the University of Nottingham and the Paris Fashion Institute. She holds Series 7 and Series 66 designations and her
real estate license. Previously, Ms. Yu maintained her Series 79 and 24 licenses.
Ms.
Yu actively supports several nonprofit organizations, including philanthropies committed to improving the lives of children and the elderly,
as well as sustainability.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 7, 2022, the Company effected a seventeen-for-one (17-for-1) reverse stock split of its class of common stock, par value $0.0001
per share (the “Reverse Stock Split”). On June 2, 2022, The Company filed a Certificate of Amendment (the “Amendment”)
of its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock
Split.
As
a result of the Reverse Stock Split, every seventeen (17) shares of the Company’s common stock issued and outstanding were combined
into one (1) share of common stock issued and outstanding, with no change to the par value of $0.0001 per share. This reduced the Company’s
then-outstanding common stock from approximately 89,294,446 million shares to approximately 5,252,555 million shares. Fractional shares
resulting from the reverse stock split were rounded down to the nearest whole share, and all then-currently issued shares of common stock
held by a shareholder was aggregated for the purpose of determining whether the reverse stock split would result in the issuance of a
fractional share. The Company’s post-Reverse Stock Split common stock began trading on June 7, 2022 with a new CUSIP number of
0088753043.
The
Company's transfer agent, Continental Stock Transfer & Trust Company will provide stockholders of record holding certificates representing
pre-split shares of the Company's common stock as of the effective date, a letter of transmittal providing instructions for the exchange
of shares. Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required
to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their
positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker's particular processes, and will not be required
to take any action in connection with the Reverse Stock Split.
On
June 3, 2022, the Company issued a press release with respect to the Reverse Stock Split described herein. A copy of the press release
is attached hereto as Exhibit 99.2.
A
copy of the Amendment is filed as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AIKIDO PHARMA INC. |
| |
|
|
| |
By: |
/s/ Anthony Hayes |
| |
Name: |
Anthony Hayes |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated: June 10, 2022 |
|
|
3
Exhibit 3.1
| |
Delaware |
Page 1 |
| |
The First State |
|
I, JEFFREY W. BULLOCK, SECRETARY
OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “AIKIDO
PHARMA INC.”, FILED IN THIS OFFICE ON THE SECOND DAY OF JUNE, A.D. 2022, AT 5:32 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY
THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE SEVENTH DAY OF JUNE, A.D. 2022 AT 12:01 O’CLOCK P.M.
| |
 |
 |
2296558 8100
SR# 20222605008 |
Authentication: 203583713
Date: 06-02-22
|
You may verify this certificate online at corp.delaware.gov/authver.shtml
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION
OF
AIKIDO PHARMA INC.
Alkido Pharma Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That
at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Amended
and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable. The resolution setting forth the
proposed amendment is as follows:
RESOLVED,
effective as of 12:01 a.m., Eastern time, on June 7, 2022 (the “Effective Time”), that the Amended and Restated Certificate
of Incorporation of the Corporation be amended by changing Clause “A” of the Article thereof numbered “FOURTH” so
that, as amended, said Clause “A” of the Article thereof numbered “FOURTH” shall be and read as follows:
“A.
The total number of shares of stock of all classes that the Corporation shall have authority to issue is One Hundred Fifty Million (150,000,000)
shares, consisting of One Hundred Million (100,000,000) shares of common stock, par value$0.0001 per share (the “Common Stock”),
and Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).
Effective as of
the Effective Time, each seventeen 17 shares of common stock, par value $0.0001 per share (the “Old Common Stock”), issued
and outstanding immediately before the Effective Date, shall be and hereby is, reclassified as and changed into one (1) share of common
stock, par value $0.0001 per share (the “New Common Stock”). Each outstanding stock certificate which immediately before
the Effective Date represented one or more shares of Old Common Stock shall thereafter, automatically and without the necessity of surrendering
the same for exchange, represent the number of whole shares of New Common Stock determined by multiplying the number of shares of Old
Common Stock represented by such certificate immediately prior to the Effective Date by one-seventeenth 1/17, and shares of Old Common
Stock held in uncertificated form shall be treated in the same manner. No fractional shares shall be issued in connection therewith. Stockholders
who would otherwise be entitled to receive fractional share interests of Common Stock shall instead receive a cash payment equal to the
fraction multiplied by the closing sales price of our Common Stock as of the date of the Effective Time.”
SECOND:
That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of the Corporation was duly
called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
| |
State of Delaware |
| |
Secretary of State |
| |
Division of Corporations |
| |
Delivered 05:32 PM 06/02/2022 |
| |
FILED 05:32PM06/02/2022 |
| |
SR 20222605008 - File Number 2296558 |
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed this 2nd day of June, 2022.
| |
By: |
/s/ Anthony Hayes |
| |
|
Name: |
Anthony Hayes |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
AIkido Pharma Inc. Appoints New Director, Soo
Yu
New Director Supports NASDAQ Rule on Diversity
NEW YORK, NY
June 10, 2022 /PRNewswire/ AIkido Pharma Inc. (Nasdaq: AIKI) (“AIkido”
or the “Company”) today announced the appointment of Ms. Soo Yu, as a director of the Company.
Anthony Hayes, CEO of Aikido stated, “At
the time of the annual meeting, there was concern expressed by some shareholders about the Company’s compliance with the new NASDAQ
rules on diversity. The Company strongly believes in diversity and Ms. Yu is an exceptional candidate that also satisfies the new NASDAQ
rule. Further, Ms. Yu’s background broadens the experience and expertise of the Company, as we seek new areas of growth and opportunity
for the Company. We welcome Ms. Yu and look forward to her involvement.”
About Soo Yu
Soo Yu is the Managing Director of International
Private Client Services for Revere Securities. With more than a decade of experience working in financial services, she focuses on
international business development and the cultivation of overseas client banking relationships. A naturalized U.S. citizen originally
from South Korea, Soo brings significant expertise in Asian markets and expansive global reach through her connectivity with international
contacts.
Soo earned her B.A. in Fine Arts from the Fashion
Institute of Technology and studied at the University of Nottingham and the Paris Fashion Institute. She holds Series
7 and Series 66 designations and her real estate license. Previously, she maintained her Series 79 and 24 licenses.
Soo actively supports several nonprofit organizations, including philanthropies committed to improving
the lives of children and the elderly as well as sustainability.
Further information about Ms. Yu’s appointment
to the Board are provided in the Company’s Form 8-K which was filed on June 10, 2022 with the Securities and Exchange Commission.
About AIkido Pharma Inc.
AIkido Pharma Inc. was initially formed in 1967
and is a biotechnology Company with a diverse portfolio of small-molecule anticancer and antiviral 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 University of Maryland at Baltimore. Our diverse pipeline of therapeutics includes therapies for pancreatic cancer,
prostate cancer. 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
Exhibit 99.2
Aikido Announces Reverse Stock Split
New York, NY / June 3, 2022 / Aikido Pharma, Inc. (NASDAQ:AIKI),
today announced that the Company’s Board of Directors has approved a reverse stock split of its shares of common stock at a ratio
of 1 for 17 (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 12:01 a.m. Eastern time on June
7, 2022 and the Company’s common stock will open for trading on The Nasdaq Capital Market on a post-split basis on June 7, 2022
under the Company’s existing trading symbol “AIKI”. At such time, the Company’s common stock will also commence
trading under a new CUSIP number 0088753043.
We expect that the Reverse Stock Split, which was approved by stockholders
at an annual stockholder meeting on May 20, 2022, will increase the market price per share of the Company’s common stock, bringing
the Company into compliance with listing requirements for The Nasdaq Capital Market.
At the effective time of the Reverse Stock Split, every seventeen (17)
shares of AIKI common stock issued and outstanding will be combined into one (1) share of common stock issued and outstanding, with no
change to the par value of $0.0001 per share. This will reduce the Company’s outstanding common stock from approximately 89,294,446
million shares to approximately 5,252,555 million shares. Fractional shares resulting from the reverse stock split will be rounded down
to the nearest whole share, and all currently issued shares of common stock held by a shareholder shall be aggregated for the purpose
of determining whether the reverse stock split would result in the issuance of a fractional share. The shares and exercise prices, as
applicable, underlying the Company’s outstanding equity awards and warrants will also be adjusted accordingly.
The Company’s transfer agent, Continental Stock Transfer &
Trust Company (“Continental”) will provide stockholders of record holding certificates representing pre-split shares of the
Company’s common stock as of the effective date, a letter of transmittal providing instructions for the exchange of shares. Registered
stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any
action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically
adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any
action in connection with the Reverse Stock Split.
Additional information regarding the reverse stock split can be found
in the Company’s definitive proxy statement (Form DEF 14A) filed with the U.S. Securities and Exchange Commission on April 12, 2022.
Continental can be reached by phone at 917-262-2378
The Company does not anticipate raising any capital in the foreseeable
future.
About AIkido Pharma Inc.
AIkido Pharma Inc. was initially formed in 1967 and is a biotechnology
Company with a diverse portfolio of small-molecule anticancer and antiviral 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 University
of Maryland at Baltimore. Our diverse pipeline of therapeutics includes therapies for pancreatic cancer, prostate cancer. 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.
Cautionary Note on Forward-Looking Statements
This press release and any statements of stockholders, directors, employees,
representatives and partners of Aikido Pharma, Inc. (the “Company”) related thereto contain, or may contain, among other things,
certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve significant risks and uncertainties. Such statements may include, without limitation, statements identified by words
such as “projects,” “may,” “will,” “could,” “would,” “should,”
“believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,”
“potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s
management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities
and Exchange Commission. Actual results (including, without limitation, the impact of the Reverse Stock Split described in this release)
may differ significantly from those set forth or implied in the forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The
Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations
or otherwise, except as required by applicable 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