Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2022
Dominari Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-05576 | 52-0849320 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
One Rockefeller Plaza, 11 th Floor
New York, NY 10020
(703) 992-9325
(Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)
AIkido Pharma Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 240.13e-4(c)) |
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 | DOMH | The Nasdaq Capital Market |
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective December 22, 2022, AIkido Pharma Inc. (the “Company”) filed an amendment to its certificate of incorporation, as amended, with the Secretary of State of Delaware to change its corporate name from “AIkido Pharma Inc.” to “Dominari Holdings Inc.” (the “Name Change Amendment”). The Name Change Amendment was previously approved by the Company’s board of directors on December 5, 2022. The Name Change Amendment is filed as Exhibit 3.1 to this Current Report.
Item 7.01 Regulation FD Disclosure
On December 22, 2022, the Company issued a press release regarding the change in its corporate name and also a change in the Company’s trading symbol from “AIKI” to “DOMH”, effective with the opening of trading on December 22, 2022. A copy of such press release is filed as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation | |
| 99.1 | Press release, dated as of December 22, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Dated: December 22, 2022 | DOMINARI HOLDINGS INC. | |
| By: | /s/ Anthony Hayes | |
| Name: | Anthony Hayes | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
Exhibit 99.1
AIkido Pharma Announces Name and Stocker Ticker Symbol Change to Dominari Holdings Inc. (Nasdaq: DOMH)
NEW YORK, NY December 22, 2022 /PRNewswire/ AIkido Pharma Inc. (NASDAQ: AIKI) (the “Company”) today announced that it has changed its name from AIkido Pharma Inc. to Dominari Holdings Inc. and its ticker symbol from “AIKI” to “DOMH.” The Company expects that its shares of common stock will begin trading on The Nasdaq Stock Market under the new name and new stock ticker symbol “DOMH” on or about December 22, 2022.
The name change was approved at a meeting of the board of directors held on December 5, 2022.
Anthony Hayes, CEO of Dominari Holdings Inc., commented, “Rebranding of the Company reflects the board’s long-range strategic goal to diversify away from the healthcare sector and into the financial services sector. We are actively recruiting new team members and building out operations space for our newly created financial services subsidiary, Dominari Financial Inc., which is acquiring the financial services business of a registered broker-dealer. We have deployed approximately $3.2 million of capital in support of the establishment and operations of this new subsidiary, including the broker-dealer acquisition, and expect to continue to make additional contributions as required from time to time.”
About Dominari Holdings Inc.
Dominari Holdings Inc. (f/k/a Aikido Pharma Inc.) until recently was focused primarily on the development of a diverse portfolio of small-molecule anticancer and antiviral therapeutics and related patent technology. In September 2022, the Company agreed to acquire a registered broker-dealer and transition its primary business operations to fintech and financial services. Upon the final closing of this acquisition, the Company’s fintech and financial services business will be operated through its subsidiary, Dominari Financial Inc. The Company continues to develop its therapeutics and related patent technology, as well as other ventures, through its subsidiary, Aikido Labs, LLC.
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
Dominari Holdings Inc. (f/k/a AIkido Pharma Inc):
Phone: 212-745-1373
Email: investorrelations@aikidopharma.com
www.aikidopharma.com