Dominari Holdings Inc. 10-Q

Item 1. Financial Statements AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Condensed Consolidated Balance Sheets ($ in thousands except share and per share amounts) (Unaudited) June 30, December 31, 2020 2019 ASSETS Current assets Cash and cash equivalents $ 2,831 $ 91 Marketable securities 26,313 857 Prepaid expenses and other assets 105 181 Total current assets 29,249 1,129 Investments 3,214 10,153 $ 32,463 $ 11,282 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $ 676 $ 68 Accrued salaries and benefits 293 682 Total current liabilities 969 750 Total liabilities 969 750 Stockholders’ equity Series D: 4,725 shares issued and outstanding at June 30, 2020 and December 31, 2019; liquidation value of $0.0001 per share - - Series D-1: 834 shares issued and outstanding at June 30, 2020 and December 31, 2019; liquidation value of $0.0001 per share - - Common stock, $0.0001 par value, 100,000,000 shares authorized; 34,920,222 and 4,825,552 shares issued at June 30, 2020 and December 31, 2019, respectively; 34,920,219 and 4,825,549 shares outstanding at June 30, 2020 and December 31, 2019, respectively 3 - Additional paid-in-capital 186,667 155,062 Treasury stock, at cost, 3 shares at June 30, 2020 and December 31, 2019 (264 ) (264 ) Accumulated deficit (154,912 ) (144,266 ) Total stockholders’ equity 31,494 10,532 Total liabilities and stockholders’ equity $ 32,463 $ 11,282 See accompanying notes to condensed consolidated financial statements 1 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Condensed Consolidated Statements of Operations ($ in thousands except share and per share amounts) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating costs and expenses General and administrative $ 1,017 $ 888 $ 2,320 $ 1,601 Research and development 675 - 760 - Research and development - license acquired 102 - 1,113 - Total operating expenses 1,794 888 4,193 1,601 Loss from operations (1,794 ) (888 ) (4,193 ) (1,601 ) Other (expenses) income Other income 15 - 15 - Gains and (losses) on marketable securities 1,125 (28 ) 262 64 Change in fair value of investment (1,659 ) 145 (6,730 ) (330 ) Change in fair value of warrant liabilities - 127 - 74 Total other (expenses) income (519 ) 244 (6,453 ) (192 ) Net loss $ (2,313 ) $ (644 ) $ (10,646 ) $ (1,793 ) Net loss per share, basic and diluted Basic and Diluted $ (0.07 ) $ (0.30 ) $ (0.50 ) $ (0.87 ) Weighted average number of shares outstanding, basic and diluted Basic and Diluted 32,975,170 2,124,631 21,085,382 2,067,645 See accompanying notes to condensed consolidated financial statements 2 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Consolidated Statements of Changes in Stockholders’ Equity ($ in thousands except share and per share amounts) (Unaudited) For the Three Months Ended June 30, 2020 Common Stock Preferred Stock Additional Treasury Stock Accumulated Total Stockholders’ Shares Amount Shares Amount Paid-in Shares Amount Deficit Equity Balance at March 31, 2020 20,857,909 $ 2 5,559 $ - $ 173,836 3 $ (264 ) $ (152,599 ) $ 20,975 Issuance of common stock, net of offering cost 14,000,000 1 - - 12,766 - - - 12,768 Common warrant and prefunded warrant exercise 62,310 - - - 65 65 Net loss - - - - - - (2,313 ) (2,313 ) Balance at June 30, 2020 34,920,219 $ 3 5,559 $ - $ 186,667 3 $ (264 ) $ (154,912 ) $ 31,494 For the Three Months Ended June 30, 2019 Total Common Stock Preferred Stock Additional Treasury Stock Accumulated Stockholders’ Shares Amount Shares Amount Paid-in Shares Amount Deficit Equity Balance at March 31, 2019 2,010,025 $ - 5,559 $ - $ 152,451 3 $ (264 ) $ (141,232 ) $ 10,955 Issuance of common stock and prefunded common stock warrants, net of offering cost 221,000 - - - 787 - - - 787 Exercise of prefunded common stock warrants 201,961 - - - - - - - - Exchange of common shares for prefunded warrants (115,269 ) - - - - - - - - Fractional shares adjusted for reverse split 3,371 - - - - - - - - Stock-based compensation - - - - 109 - - - 109 Net income - - - - - - - (644 ) (644 ) Balance at June 30, 2019 2,321,088 $ - 5,559 $ - $ 153,347 3 $ (264 ) $ (141,876 ) $ 11,207 See accompanying notes to condensed consolidated financial statements 3 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Consolidated Statements of Changes in Stockholders’ Equity ($ in thousands except share and per share amounts) (Unaudited) For the Six Months Ended June 30, 2020 Common Stock Preferred Stock Additional Treasury Stock Accumulated Total Stockholders’ Shares Amount Shares Amount Paid-in Shares Amount Deficit Equity Balance at December 31, 2019 4,825,549 $ - 5,559 $ - $ 155,062 3 $ (264 ) $ (144,266 ) $ 10,532 Issuance of common stock, common warrants and prefunded warrants, net of offering cost 3,245,745 - - - 6,559 - - - 6,559 Issuance of common stock, net of offering cost 16,090,909 2 - - 17,843 - - - 17,845 Common warrant and prefunded warrant exercise 10,758,016 1 - - 7,203 - - - 7,204 Net loss - - - - - - (10,646 ) (10,646 ) Balance at June 30, 2020 34,920,219 $ 3 5,559 $ - $ 186,667 3 $ (264 ) $ (154,912 ) $ 31,494 For the Six Months Ended June 30, 2019 Total Common Stock Preferred Stock Additional Treasury Stock Accumulated Stockholders’ Shares Amount Shares Amount Paid-in Shares Amount Deficit Equity Balance at December 31, 2018 2,010,025 $ - 5,559 $ - $ 152,445 3 $ (264 ) $ (140,083 ) $ 12,098 Issuance of common stock and prefunded common stock warrants, net of offering cost 221,000 - - - 787 - - - 787 Exercise of prefunded common stock warrants 201,961 - - - - - - - - Exchange of common shares for prefunded warrants (115,269 ) - - - - - - - - Fractional shares adjusted for reverse split 3,371 - - - - - - - - Stock-based compensation - - - - 115 - - - 115 Net loss - - - - - - - (1,793 ) (1,793 ) Balance at June 30, 2019 2,321,088 $ - 5,559 $ - $ 153,347 3 $ (264 ) $ (141,876 ) $ 11,207 See accompanying notes to condensed consolidated financial statements 4 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Condensed Consolidated Statements of Cash Flows ($ in thousands) (Unaudited) Six Months Ended June 30, 2020 2019 Cash flows from operating activities Net loss $ (10,646 ) $ (1,793 ) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of investment 6,730 330 Change in fair value of warrant liabilities - (74 ) Research and development-acquired license, expensed 1,113 - Stock-based compensation - 115 Realized (gain) loss on marketable securities (544 ) 98 Unrealized loss (gain) on marketable securities 614 (138 ) Changes in assets and liabilities: Prepaid expenses and other assets 76 82 Accounts payable and accrued expenses 608 100 Accrued salaries and benefits (389 ) (127 ) Payable to DatChat 50 (207 ) Net cash used in operating activities (2,388 ) (1,614 ) Cash flows from investing activities Purchase of marketable securities (78,042 ) (4,954 ) Sale of marketable securities 52,215 6,878 Sale of Hoth common shares 460 - Purchase of investments at fair value - (550 ) Purchase of research and development licenses (1,113 ) - Net cash (used in) provided by investing activities (26,480 ) 1,374 Cash flows from financing activities Proceeds from issuance common stock, common warrants and prefunded warrants, net of offering cost 6,559 - Proceeds from issuance common stock, net of offering cost 17,845 787 Proceeds from exercise of warrants 7,204 - Net cash provided by financing activities 31,608 787 Net increase in cash and cash equivalents 2,740 547 Cash and cash equivalents, beginning of period 91 17 Cash and cash equivalents, end of period $ 2,831 $ 564 See accompanying notes to condensed consolidated financial statements 5 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Organization and Description of Business and Recent Developments Organization and Description of Business AIkido Pharma Inc., formerly known as Spherix Incorporated (the “Company”), was initially formed in 1967 and is currently a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics in development. 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 partnerships with educational institutions, including the University of Texas at Austin, the University of Maryland, Baltimore and Wake Forest University. The Company’s diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia (“AML”) and acute lymphoblastic leukemia (“ALL”). 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. The Company previously focused its efforts on owning, developing, acquiring and monetizing intellectual property assets. Since May 2016, the Company has received limited funds from its intellectual property monetization. In addition to its patent monetization efforts, since the fourth quarter of 2017, the Company has been transitioning to focus its efforts as a technology and biotechnology development company. These efforts have focused on biotechnology research and blockchain technology research. The Company’s investment in biotechnology research development includes: (i) an investment in Hoth Therapeutics, Inc. (“Hoth”), a development stage biopharmaceutical company focused on unique targeted therapeutics for patients suffering from indications such as atopic dermatitis, also known as eczema, (ii) an investment in DatChat, Inc. (“DatChat”), a privately held personal privacy platform focused on encrypted communication, internet security and digital rights management, and (iii) the acquisition of assets of CBM BioPharma, Inc. (“CBM”), a pharmaceutical company focusing on the development of cancer treatments. During the six months ended June 30, 2020, the Company raised over $2.0 million of proceeds (see Note 8), therefore, a payment of $1.0 million was due to CBM pursuant to that certain Asset Purchase Agreement, dated as of May 15, 2019, by and between the Company and CBM, as amended (the “CBM Purchase Agreement”). The Company recorded this payment to CBM as a component of research and development license acquired during the six months ended June 30, 2020 the condensed consolidated statements of operations. As a result of the Company’s biotechnology research development and associated investments and acquisitions, the Company’s business portfolio now focuses on the treatment of three different cancers, including pancreatic cancer, AML and ALL. The Company’s AML and ALL compounds, developed at Wake Forest University, are targeted therapeutics designed to overcome multiple resistance mechanisms observed with the current standard of care. DHA-dFdC, the Company’s pancreatic drug candidate developed at the University of Texas at Austin, is a new compound that the Company hopes will become the next generation of chemotherapy treatment for advanced pancreatic cancer. DHA-dFdC overcomes tumor cell resistance to current chemotherapeutic drugs and is well tolerated in preclinical toxicity tests. Preclinical studies have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth (up to 100,000-fold more potent that gemcitabine, a current standard therapy), has documented efficacy against pancreatic tumors in a clinically relevant transgenic mouse model and has demonstrated activities against other cancers, including leukemia, lung and melanoma. In addition, the Company is constantly seeking to grow its pipe to treat unmet medical needs in oncology. In addition, the Company owns an exclusive world-wide license to patented technology from the University of Maryland Baltimore (“UMB”). The Company’s license is for a broad-spectrum antiviral drug platform. The licensed technology is a broadly acting pan-viral inhibitory compound with efficacy against multiple viral pathogens. The technology works to inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus. The technology is covered by two patent applications already on file with the United States Patent and Trademark Office. The UMB inventors are Drs. Matthew Frieman, Alexander MacKerell and Stuart Watson. The Company has also executed a Sponsored Research Agreement with UMB to support the development of the technology. The Nasdaq Stock Market Deficiency Notice On April 28, 2020, the Company, received a staff deficiency notice from Nasdaq informing the Company that its common stock failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq’s letter advised the Company that, based upon the closing bid price during the period from March 16, 2020 to April 27, 2020, the Company no longer met this requirement. 6 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Notes to Condensed Consolidated Financial Statements (Unaudited) Given the current extraordinary market conditions, Nasdaq had determined to toll the compliance periods for the bid price and market value of publicly held shares requirements through June 30, 2020. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had been provided with a compliance period of 180 calendar days from June 30, 2020, or until December 28, 2020, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to December 28, 2020. As of the close of trading on July 30, 2020, the closing bid price of our common stock was at least $1.00 per share for 10 consecutive trading days and, accordingly, we regained compliance with NASDAQ’s continued listing requirements. Note 2. Liquidity and Capital Resources The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through: ● managing current cash, cash equivalents and marketable securities on hand from the Company’s past debt and equity offerings, ● seeking additional funds raised through the sale of additional securities in the future, ● seeking additional liquidity through credit facilities or other debt arrangements, and ● increasing revenue from its patent portfolios, license fees and new business ventures. The Company has funded its operations from proceeds from the sale of equity and debt securities, including pre-funded warrants. The Company will require significant additional capital to make the investments it needs to execute its longer-term business plan. The Company’s ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, even if it were successful, future equity issuances would result in dilution to its existing stockholders and future debt securities may contain covenants that limit the Company’s operations or ability to enter into certain transactions. The Company’s current cash is sufficient to fund operations for at least the next 12 months; however, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, grants or other arrangements to develop and seek regulatory approvals for the Company’s existing and new product candidates. If such funding is not available, or not available on terms acceptable to the Company, the Company’s current development plan and plans for expansion of its general and administrative infrastructure may be curtailed. In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on its long-term development timeline and its liquidity due to the worldwide spread of the COVID-19 virus. However, the Company is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat the virus throughout the world. Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. 7 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Notes to Condensed Consolidated Financial Statements (Unaudited) The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of June 30, 2020, condensed consolidated statements of operations for the three and six months ended June 30, 2020 and 2019, condensed consolidated statement of stockholders’ equity for the three and six months ended June 30, 2020 and 2019, and the condensed consolidated statements of cash flows for the six months ended June 30, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and six months ended June 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The condensed consolidated balance sheet at December 31, 2019 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on February 3, 2020. Use of Estimates The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported expenses during the period. The Company’s significant estimates and assumptions include the valuation of investments and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of its investments, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. Significant Accounting Policies Other than as described below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on February 3, 2020. Net Income Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Net loss attributable to common stockholders includes the effect of the deemed capital contribution on extinguishment of preferred stock and the deemed dividend related to the immediate accretion of beneficial conversion feature of convertible preferred stock. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock and the exercise of stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. Recently Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-13, “ Fair Value Measurement (Topic 820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company adopted this ASU on January 1, 2020 and the adoption of this ASU did not have a material impact on its consolidated financial statements or related disclosures. 8 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Notes to Condensed Consolidated Financial Statements (Unaudited) Note 4. Investments in Marketable Securities The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and six months ended June 30, 2020 and 2019, which are recorded as a component of gains and (losses) on marketable securities on the consolidated statements of operations (excluding a $70,000 distribution to CBM shareholders during the three and six months ended June 30, 2020), are as follows ($ in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Realized gain (loss) $ 597 $ (25 ) $ 544 $ (275 ) Unrealized gain (loss) 212 (10 ) (614 ) (17 ) Dividend income 246 7 259 78 Interest income - - 4 - $ 1,055 $ (28 ) $ 192 $ (214 ) Note 5. Investment in Hoth Therapeutics, Inc. The following summarizes the Company investment in Hoth as of June 30, 2020: Security Name Shares Owned as of June 30, 2020 Fair value per Share as of June 30, 2020 Fair value as of June 30, 2020 (in thousands) HOTH 1,236,230 $ 2.58 $ 3,189 On May 6, 2020, the Company entered into that certain Stock Transfer Agreement, by and between the Company and a purchaser, and sold 400,000 shares of Hoth common stock for net proceeds of approximately $0.5 million. The fair value of shares of Hoth common stock as of June 30, 2020 was based on the closing price of $2.58 reported on The Nasdaq Capital Market as of June 30, 2020. Note 6. Fair Value of Financial Assets and Liabilities Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) 9 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Notes to Condensed Consolidated Financial Statements (Unaudited) The following table presents the Company’s assets and liabilities that are measured at fair value at June 30, 2020 and December 31, 2019 ($ in thousands): Fair value measured at June 30, 2020 Quoted Significant Total at June 30, prices in active markets other observable inputs Significant unobservable inputs 2020 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 26,313 $ 26,313 $ - $ - Investments in Hoth $ 3,189 $ 3,189 $ - $ - Fair value measured at December 31, 2019 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2019 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual and exchange traded funds $ 857 $ 857 $ - $ - Investments in Hoth $ 10,128 $ 10,128 $ - $ - Note 7. Net Loss per Share Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2020 and 2019 are as follows: As of As of June 30, 2020 2019 Convertible preferred stock 688 688 Warrants to purchase common stock 734,501 285,273 Options to purchase common stock 88,950 100,407 Total 824,139 386,368 Note 8. Stockholders’ Equity and Convertible Preferred Stock Preferred Stock Effective March 23, 2020, the Company declared a dividend of one right (“Right”) for each of the Company’s issued and outstanding shares of common stock. Each Right entitles a holder of record, as of the close of business on March 30, 2020, to purchase from the Company one one-thousandth of a share of the Company’s Series L preferred stock at a price of $5.00, subject to certain adjustments and subject to the terms of that certain Rights Agreement, dated as of March 23, 2020, by and between the Company and VStock Transfer, LLC, as rights agent (the “Rights Agreement”). The purpose of the Rights Agreement is to diminish the risk that the Company’s ability to use its net operating losses and certain other tax assets (collectively, “ Tax Benefits ”) to reduce potential future federal income tax obligations would become subject to limitations by reason of the Company experiencing an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “ Tax Code ”). A company generally experiences such an ownership change if the percentage of its stock owned by its “5-percent shareholders,” as defined in Section 382 of the Tax Code, increases by more than 50 percentage points over a rolling three-year period. The Rights Agreement is designed to reduce the likelihood that the Company will experience an ownership change under Section 382 of the Tax Code by (i) discouraging any person or group from becoming a shareholder of 4.99% or more of Common Stock and (ii) discouraging any existing 4.99% shareholder from acquiring any additional shares of the Company’s stock. On March 24, 2020, the Company filed a Certificate of Designation of Series L Preferred Stock with the Secretary of State of the State of Delaware to designate a new Series L preferred stock of the Company. As of June 30, 2020, no Rights have been exercised. 10 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Notes to Condensed Consolidated Financial Statements (Unaudited) Common Stock On March 3, 2020, the Company entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell to the purchasers 3,245,745 shares of the Company’s common stock, and common warrants (“Common Warrants”) to purchase up to 7,142,858 shares of common stock at a price of $ 1.05 per share of common stock and Common Warrant. The Company also offered 3,897,113 pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock with a purchase price of $1.0499 each Pre-Funded Warrant. The exercise price of each Pre-Funded Warrant was $0.0001 per share and each Common Warrant was $1.05 per share. This offering resulted in gross proceeds of approximately $7.5 million before deducting the placement agent’s fee and related offering expenses of $1.0 million. On March 9, 2020, the Company entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 2,090,909 shares of the Company’s common stock at an offering price of $ 2.75 per share. The Company also issued placement agent warrants to the placement agent (the “Placement Agent Warrant”) to purchase 167,273 shares of common stock with an exercise price of $3.4375 per share. The Company has determined that the Placement Agent Warrant should be accounted as a component of stockholders’ equity. On the issuance date, the Company estimated the aggregate fair value of Placement Agent Warrant at $0.2 million using the Black-Scholes option pricing model using the following primary assumptions: fair value of common stock underlying the warrants is $1.83, expected life of 5 years, volatility rate of 122.29%, risk-free interest rate of 0.63% and expected dividend rate of 0%. On April 14, 2020, the Company, entered into that certain Securities Purchase Agreement, by and among the Company and certain purchasers, pursuant to which the Company agreed to issue and sell 14,000,000 shares of the Company’s common stock at an offering price of $ 1.00 per share. The registered offering resulted in gross proceeds to the Company of $14.0 million, before deducting the placement agent’s fee and other related offering expenses. Warrants A summary of warrant activity for the six months ended June 30, 2020 is presented below: Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2019 351,939 $ 19.96 $ 111,332 0.94 Issued 11,207,244 0.72 - 0.12 Exercised (10,758,016 ) 0.67 - - Outstanding as of June 30, 2020 801,167 $ 9.86 53,999 0.46 During the six months ended June 30, 2020, the Company issued 3,897,113 and 6,860,903 shares of common stock upon exercise of the Pre-Funded Warrant and Common Warrants, respectively, which resulted in gross proceeds of approximately $7.2 million. 11 AIKIDO PHARMA INC. (Formerly SPHERIX INCORPORATED) Notes to Condensed Consolidated Financial Statements (Unaudited) Note 9. Commitments and Contingencies Legal Proceedings In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of our technology. Other than ordinary routine litigation incidental to the business, we know of no material, active or pending legal proceedings against us. Risks and Uncertainties – COVID-19 Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for drug candidates, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Note 10. Subsequent Events On June 22, 2020, certain owners (the “Sellers”) of 1,512,465 shares of common stock (the “Shares”), of the Company sold the Shares to a healthcare-dedicated investment fund (the “Fund”), pursuant to that certain Stock Purchase Agreement, by and among the Fund and the Sellers (the “Sale”). The Shares sold in the Sale were subject to restrictions (the “Restrictions”) pursuant to that certain Leak-Out Agreement, dated as of December 5, 2019, by and between the Company and CBM. The Restrictions were lifted pursuant to that certain Termination Agreement, dated as of June 24, 2020, by and between the Company and the Fund. 12 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-Q. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements. All references to “we,” “us,” “our” and the “Company” refer to Aikido Pharma Inc. (formerly Spherix Incorporated), a Delaware corporation and its consolidated subsidiaries unless the context requires otherwise. Overview AIkido Pharma Inc., formerly known as Spherix Incorporated (the “Company”), was initially formed in 1967 and is currently a biotechnology company with a diverse portfolio of small-molecule anti-cancer therapeutics in development. 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, the University of Maryland, Baltimore and Wake Forest University. Our diverse pipeline of therapeutics includes therapies for pancreatic cancer, acute myeloid leukemia (“AML”) and acute lymphoblastic leukemia (“ALL”). 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. The Company previously focused its efforts on owning, developing, acquiring and monetizing intellectual property assets. Since May 2016, the Company has received limited funds from its intellectual property monetization. In addition to its patent monetization efforts, since the fourth quarter of 2017, the Company has been transitioning to focus its efforts as a technology and biotechnology development company. These efforts have focused on biotechnology research and blockchain technology research. The Company’s investment in biotechnology research development includes: (i) an investment in Hoth Therapeutics, Inc. (“Hoth”), a development stage biopharmaceutical company focused on unique targeted therapeutics for patients suffering from indications such as atopic dermatitis, also known as eczema, (ii) an investment in DatChat, Inc. (“DatChat”), a privately held personal privacy platform focused on encrypted communication, internet security and digital rights management, and (iii) the acquisition of assets of CBM BioPharma, Inc. (“CBM”), a pharmaceutical company focusing on the development of cancer treatments. As a result of the Company’s biotechnology research development and associated investments and acquisitions, our business portfolio now focuses on the treatment of three different cancers, including pancreatic cancer, AML and ALL. Our AML and ALL compounds, developed at Wake Forest University, are targeted therapeutics designed to overcome multiple resistance mechanisms observed with the current standard of care. DHA-dFdC, our pancreatic drug candidate developed at the University of Texas at Austin, is a new compound that we hope will become the next generation of chemotherapy treatment for advanced pancreatic cancer. DHA-dFdC overcomes tumor cell resistance to current chemotherapeutic drugs and is well tolerated in preclinical toxicity tests. Preclinical studies have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth (up to 100,000-fold more potent that gemcitabine, a current standard therapy), has documented efficacy against pancreatic tumors in a clinically relevant transgenic mouse model and has demonstrated activities against other cancers, including leukemia, lung and melanoma. In addition, we are constantly seeking to grow our pipe to treat unmet medical needs in oncology. In addition, the Company owns an exclusive world-wide license to patented technology from the University of Maryland Baltimore (“UMB”). Our license is for a broad-spectrum antiviral drug platform. The licensed technology is a broadly acting pan-viral inhibitory compound with efficacy against multiple viral pathogens. The technology works to inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus. The technology is covered by two patent applications already on file with the United States Patent and Trademark Office. The UMB inventors are Drs. Matthew Frieman, Alexander MacKerell and Stuart Watson. The Company has also executed a Sponsored Research Agreement with UMB to support the development of the technology. Critical Accounting Policies Our critical accounting policies are disclosed in our annual report on Form 10K for the year ended December 31, 2019 and there have been no material changes to such policy or estimates during the six months ended June 30, 2020. Recently Issued Accounting Pronouncements See Note 3 to the condensed consolidated financial statements for a discussion of recent accounting standards. 13 Results of Operations Three months ended June 30, 2020 compared to three months ended June 30, 2019 During the three months ended June 30, 2020, we incurred a loss from operations of approximately $1.8 million as compared to $0.9 million during the comparable prior year period. The increase in loss was primarily attributed to $0.1 million increase in research and development expense incurred in connection with the license acquired, $0.7 million increase in other research and development expense, and $0.1 million increase in general and administrative expenses. During the three months ended June 30, 2020, other expense was approximately $0.5 million as compared to approximately $0.2 million of income during the comparable prior year period. The increase in other expense was primarily attributed to a $1.8 million decrease in value of our investment in Hoth, and partially offset by $1.2 million increase in gains on marketable securities. Six months ended June 30, 2020 compared to six months ended June 30, 2019 During the six months ended June 30, 2020, we incurred a loss from operations of approximately $4.2 million as compared to $1.6 million during the comparable prior year period. The increase in loss was primarily attributed to $1.1 million increase in research and development expense incurred in connection with the license acquired, $0.8 million increase in other research and development expense, and $0.7 million increase in general and administrative expenses. During the six months ended June 30, 2020, we raised over $2.0 million of proceeds, therefore a payment of $1.0 million was due to CBM pursuant to that certain Asset Purchase Agreement, dated as of May 15, 2019, by and between the Company and CBM, as amended (the “CBM Purchase Agreement”). We recorded the payment to CBM as a component of research and development license acquired. During the six months ended June 30, 2020, other expense was approximately $6.5 million as compared to approximately $0.2 million during the comparable prior year period. The increase in other expense was primarily attributed to a $6.4 million decrease in value of our investment in Hoth, and partially offset by $0.2 million increase in gains on marketable securities. Liquidity and Capital Resources We continue to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. We do not expect to incur revenue until our biotechnology products are fully developed. While we continue to implement our business strategy, we intend to finance our activities through: ● managing current cash, cash equivalents and marketable securities on hand from our past debt and equity offerings, ● seeking additional funds raised through the sale of additional securities in the future, ● seeking additional liquidity through credit facilities or other debt arrangements, and ● increasing revenue from its patent portfolios, license fees and new business ventures. We have funded our operations from proceeds from the sale of equity and debt securities, including pre-funded warrants. We will require significant additional capital to make the investments we need to execute our longer-term business plan. Our ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, even if we were successful, future equity issuances would result in dilution to our existing stockholders and future debt securities may contain covenants that limit our operations or ability to enter into certain transactions. Our current cash is sufficient to fund operations for at least the next 12 months; however, we will need to raise additional funding through strategic relationships, public or private equity or debt financings, grants or other arrangements to develop and seek regulatory approvals for our existing and new product candidates. If such funding is not available, or not available on terms acceptable to us, our current development plan and plans for expansion of our general and administrative infrastructure may be curtailed. 14 In addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development timeline and our liquidity due to the worldwide spread of the COVID-19 virus. However, we are continuing to assess the effect on our operations by monitoring the spread of COVID-19 and the actions implemented to combat the virus throughout the world. Cash Flows from Operating Activities - For the six months ended June 30, 2020 and 2019, net cash used in operations was approximately $2.4 million and $1.6 million, respectively. The cash used in operating activities for the six months ended June 30, 2020 primarily resulted from a net loss of $10.6 million, and partially offset by reduction in fair value of investment of $6.7 million and $1.1 million research and development expense related with license acquired. The cash used in operating activities for the six months ended June 30, 2019 primarily resulted from a net loss of $1.8 million, $0.1 million unrealized loss on marketable securities and $0.2 million changes in assets and liabilities, and partially offset by $0.3 million change in fair value of our investment. Cash Flows from Investing Activities - For the six months ended June 30, 2020 and 2019, net cash (used in) and provided by investing activities was approximately $(26.5) million and $1.4 million, respectively. The cash used in investing activities for the six months ended June 30, 2020 primarily resulted from our purchase of marketable securities of $78.0 million and research and development expense related with license acquired of $1.1 million, partially offset by our purchase of marketable securities of $52.2 million since we invest excess cash into marketable securities until additional cash is needed. The cash provided by investing activities primarily resulted from our sale of marketable securities for the six months ended June 30, 2019 of $6.9 million, partially offset by our purchase of marketable securities of $5.0 million. Cash Flows from Financing Activities - Cash provided by financing activities for the six months ended June 30, 2020 was $31.6 million, which reflects the net proceeds of $6.6 from investors in exchange of issuance of common stock, common warrants and prefunded warrants, net proceeds of $17.8 from investors in exchange of issuance of common stock, and net proceeds of $7.2 million from the exercise of common warrants and prefunded warrants. Cash provided by financing activities for the six months ended June 30, 2019 was $0.8 million, which reflects the net proceeds from investors in exchange of issuance of common stock and prefunded common stock warrants. Off-balance sheet arrangements. None. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not required for smaller reporting companies.