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Item 9A. Controls and Procedures

2021-03-25 compared with 2020-02-03 · 362 added, 279 removed, 272 unchanged (70% of the section changed)

AND PROCEDURES

of Disclosure Controls and Procedures

maintain “disclosure controls and procedures,”

as such term is defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit

under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange

as such term is defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under

the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange

Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive

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Company has inadequate segregation of duties consistent with control objectives.

of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected.

Company does not have properly documented controls designed and operating in place to ensure that it’s financial statements properly

reflect material transactions and developments.

are currently reviewing our internal controls and procedures related to these material weaknesses and expect to implement changes

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add adequate resources to potentially mitigate these material weaknesses.

do not have written documentation of our internal control policies and procedures.

management team will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal

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in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act) that occurred during the year ended December 31, 2019 which have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) that occurred during the year ended December 31, 2020 which have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION

per share amounts and outstanding shares, including stock options, restricted stocks and warrants, have been retroactively adjusted

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have been adjusted to reflect the Reverse Stock Split.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

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Vander Zanden (1)(2)(3)

Director and Chairman of the Board

Anthony Hayes

Chief Executive Officer, Principal Accounting Officer, Principal Financial Officer andDirector

and Chairman of the Board

Executive Officer, Principal Accounting Officer, Principal Financial Officer and Director

Ledwick (1)(2)

Eric Weisblum (1)(2)(3)

Gregory James Blattner (3)

James Blattner(1)(3)

of our Audit Committee.

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Vander Zanden

Vander Zanden, a Board member since 2004, having served as a Vice President of R&D at Kraft Foods International, brings

a long and distinguished career in applied technology, product commercialization, and business knowledge of the food science industry

Vander Zanden, a member of the Board of Directors since 2004, having served as a Vice President of R&D at Kraft

Foods International, brings a long and distinguished career in applied technology, product commercialization, and business knowledge

of the food science industry to us.

Additionally, Mr.

Vander Zanden has specific experience in developing organizations designed to deliver against corporate

Vander Zanden has specific experience in developing organizations designed

to deliver against corporate objectives.

Vander Zanden holds a Ph.D.

in Food Science and an M.S.

in Inorganic Chemistry from Kansas State University,

in Chemistry from the University of Wisconsin - Platteville, where he was named a Distinguished Alumnus in 2002.

his 30-year career, he has been with ITT Continental Baking Company as a Product Development Scientist;

with Ralston Purina’s

Protein Technology Division as Manager Dietary Foods R&D;

with Keebler as Group Director, Product and Process Development

(with responsibility for all corporate R&D and quality);

with Group Gamesa, a Frito-Lay Company, as Vice President, Technology;

in Inorganic Chemistry from

Kansas State University, and a B.S.

in Chemistry from the University of Wisconsin - Platteville, where he was named a Distinguished

Alumnus in 2002.

In his 30-year career, he has been with ITT Continental Baking Company as a Product Development Scientist;

Ralston Purina’s Protein Technology Division as Manager Dietary Foods R&D;

with Keebler as Group Director, Product and

Process Development (with responsibility for all corporate R&D and quality);

with Group Gamesa, a Frito-Lay Company, as Vice

President, Technology;

and with Nabisco as Vice President of R&D for their International Division.

With the acquisition of Nabisco by Kraft Foods,

he became the Vice President of R&D for Kraft’s Latin American Division.

Vander Zanden retired from Kraft Foods

He currently holds the title of Adjunct Professor and Lecturer in the Department of Food, Nutrition and Packaging Sciences

at Clemson University, where he also is a member of their Industry Advisory Board.

His focus on achieving product and process

innovation through training, team building and creating positive working environments has resulted in his being recognized with

many awards for product and packaging innovation.

Vander Zanden executive experience provides him with valuable business

expertise, which the Board of Directors believes qualifies him to serve as a director of the Company.

With the acquisition of

Nabisco by Kraft Foods, he became the Vice President of R&D for Kraft’s Latin American Division.

Vander Zanden retired

from Kraft Foods in 2004.

He currently holds the title of Adjunct Professor and Lecturer in the Department of Food, Nutrition

and Packaging Sciences at Clemson University, where he also is a member of their Industry Advisory Board.

His focus on achieving

product and process innovation through training, team building and creating positive working environments has resulted in his

being recognized with many awards for product and packaging innovation.

Vander Zanden executive experience provides him with

valuable business expertise, which the Board believes qualifies him to serve as a director of the Company.

Anthony Hayes, a director and Chief Executive Officer since 2013, has served as the Chief Executive Officer of North South since

March 2013 and since June 2013, as a consultant to our Company.

Hayes was the fund manager of JaNSOME IP Management LLC

and JaNSOME Patent Fund LP from August 2012 to August 2013, both of which he co-founded.

Hayes was the founder and Managing

Member of Atwater Partners of Texas LLC from March 2010 to August 2012 and a partner at Nelson Mullins Riley & Scarborough

LLP from May 1999 to March 2010.

Hayes was the fund manager of JaNSOME IP Management LLC and

JaNSOME Patent Fund LP from August 2012 to August 2013, both of which he co-founded.

Hayes was the founder and Managing Member

of Atwater Partners of Texas LLC from March 2010 to August 2012 and a partner at Nelson Mullins Riley & Scarborough LLP from

May 1999 to March 2010.

Hayes received his Juris Doctorate from Tulane University School of Law and his B.A.

in economics from Mary Washington College.

The Board of Directors believes Mr.

Hayes is qualified to serve as a director

of the Company based on his expansive knowledge of, and experience in, the patent monetization sector, as well as because of his

intimate knowledge of the Company through his service as Chief Executive Officer.

from Mary Washington College.

The Board believes Mr.

Hayes is qualified to serve as a director of the Company based on his intimate

knowledge of the Company through his service as Chief Executive Officer.

On March 10, 2017, as a result of Mr.

Reiner’s resignation as Chief Financial Officer, Mr.

Frank Reiner’s

resignation as Chief Financial Officer, Mr.

Hayes began serving as the Company’s Principal Accounting Officer.

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From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an $80 million public

company headquartered in New York City, playing a lead role in the firm’s acquisition activity, tax analysis and capital raising.

company headquartered in New York City, playing a lead role in the firm’s acquisition activity, tax analysis and capital

Ledwick is a member of the Connecticut Society of Certified Public Accountants and received his B.B.A.

in accounting from

The George Washington University and his M.S.

in accounting

from The George Washington University and his M.S.

in Finance from Fairfield University.

The Board of Directors believes that

Ledwick’s executive experience and financial expertise qualifies him to serve as a director of the Company.

LeMire, who joined as a member of our Board of Directors in 2020, is a high-performing investment sales manager and product specialist

with 25 years of verifiable success in positioning investment management solutions across multiple channels.

LeMire currently

serves as the Managing Director of National Sales at Day Hagan Asset Management where he is responsible for managing the firm’s

asset management business.

Before joining Day Hagan Asset Management, Mr.

LeMire was a Senior Regional Vice President for State

Street Global Advisors and served in various other Vice President positions at Invesco, Old Mutual Investment Partners, Oppenheimer

Funds and CitiGroup.

LeMire holds a Master of Science degree in Mechanical Engineering from Polytechnic University, a Master

of Business Administration from Adelphia University and a Bachelor of Science degree from Manhattan College.

The Board of Directors

believes that Mr.

LeMire’s executive experience and financial expertise qualifies him to serve as a director of the Company.

Dudley, who joined as a member of our Board of Directors in 2020, currently serves as the Eastern Division and Metropolitan New

York City Regional Sales Manager for Select Sector Standard & Poor’s Depositary Receipts (“SPDRs”).

to joining Select Sector SPDRs in 2008, Mr.

Dudley held several managerial positions at Merrill Lynch within from 1981 through

Dudley began his career in the Merrill Lynch White Weld Capital Markets in Corporate Bond Syndicate, later moving to

Sales Manager for Taxable Fixed Income and Equity Marketing.

Dudley managed Merrill Lynch Consults for the New York

City District and ended his career as a Financial Advisor and Sales Manager at the Merrill Lynch Rockefeller Center Branch office.

The Board of Directors believes that Mr.

Ledwick’s

executive experience and financial expertise qualifies him to serve as a director of the Company.

Eric Weisblum, who joined as a director in 2016, is currently the Chief Executive Officer and a director of Point Capital Inc.

(OTC:PTCI), where he has been employed since 2013 and prior to that was President of Sableridge Capital for five years.

to being an active investor in both public and private companies, Mr.

Weisblum provides managerial assistance and guidance to

help companies execute on their business strategy.

Weisblum has reviewed, invested and worked with numerous public and private

companies, and he has overseen the execution of M&A strategy in the micro-cap and small cap markets.

Weisblum also

co-founded Whalehaven, a hedge fund that has invested in over 100 public companies to date.

Prior to Whalehaven, Mr.

was employed by M.H.

Meyerson & Co.

Inc., a full-service financial and investment-banking firm, with individual and institutional

Meyerson, Mr.

Weisblum traded equities on behalf of numerous established funds, and originated, structured,

and placed structured financing transactions.

As a result, Mr.

Weisblum brings with him nearly 20 years of experience in structuring

and trading financial instruments.

Weisblum holds a B.A.

from the University of Hartford’s Barney School of Business.

James Blattner

Blattner, who joined as a member of our Board of Directors in 2018, has nearly five years of experience in the alternative investment

technology industry.

Since January 2014, he has served as the Director of Business Development at Agio, a progressive managed

information technology and cybersecurity services provider, where he is responsible for sales and account management of enterprise

Prior to Agio, from May 2013 to December 2013, Mr.

Blattner was a business development manager for the Eikon platform

at Thomson Reuters.

From 2010 to 2013, Mr.

Blattner was a sales manager at American Express for its foreign exchange business.

From 2005 to 2009, Mr.

Blattner held various positions at JPMorgan, first in the operational risk management arm of the investment

bank and later in Foreign Exchange product sales for its treasury services business.

From 2000 to 2004, Mr.

Blattner was an Associate

at Morgan Stanley’s corporate treasury funding desk.

He earned a bachelor’s degree from Iona College.

Blattner’s extensive experience in technology and operations solutions make him a qualified appointee as director.

Dudley’s executive experience and financial expertise qualifies him to serve as

a director of the Company.

16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of

the Exchange Act, requires our directors and executive officers, and anyone who beneficially owns ten percent (10%) or more of

our Common Stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership

16(a) of the Exchange Act, requires our directors and executive officers, and anyone who beneficially owns ten percent (10%) or

more of our Common Stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership

of Common Stock.

Anyone required to file such reports also need to provide us with copies of all Section 16(a) forms

solely upon a review of (i) copies of the Section 16(a) filings received during or with respect to 2019 and (ii) certain

written representations of our officers and directors, we believe that all filings required to be made pursuant to Section 16(a)

of the Exchange Act during and with respect to 2019 were filed in a timely manner.

have adopted a Code of Ethics, which is available on our website at www.spherix.com .

Anyone required to file such reports also need to provide us with copies of all Section 16(a) forms they file.

solely upon a review of (i) copies of the Section 16(a) filings received during or with respect to 2020 and (ii) certain written

representations of our officers and directors, we believe that all filings required to be made pursuant to Section 16(a) of the

Exchange Act during and with respect to 2020 were filed in a timely manner.

have adopted a Code of Ethics, which is available on our website at www.aikidopharma.com .

have a standing Audit Committee.

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Ledwick, Chair, Dr.

Vander Zanden and Eric Weisblum.

Audit Committee has authority to review our financial records, deal with our independent auditors, recommend financial reporting

Vander Zanden and Mr.

Gregory Blattner.

The Audit Committee has authority to review our financial records, deal with our independent auditors, recommend financial reporting

policies to the Board of Directors, and investigate all aspects of our business.

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following Summary of Compensation table sets forth the compensation paid by our Company during the two years ended December 31,

2019, to all Executive Officers earning in excess of $100,000 during any such year.

2020, to all Executive Officers or employees earning in excess of $100,000 during any such year.

of Compensation

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Non-Equity Incentive Plan Compensation

Change in Pension Value and Non-Qualified Defferred Compensation Earnings

Change in Pension Value and Non-Qualified Deferred Compensation Earnings

All Other Compensation

Anthony Hayes, Chief Executive Officer, Director,

Principal Accounting and Principal Financial Officer

Principal Accounting Officer and Principal Financial Officer

Darrell Dotson,

VP of Drug Development & General Counsel

pursuant to the Spherix Incorporated 2013 Incentive Compensation Plan and 2014 Plan.

Disclosure to Summary Compensation Table

Officer Agreements

April 1, 2016, we entered into an employment agreement with Mr.

Anthony Hayes pursuant to which Mr.

Hayes serves as

the Chief Executive Officer for a period of one year, subject to renewal.

In consideration for his employment, we agreed to

Hayes a base salary of $350,000 per annum.

Hayes will be entitled to receive an annual bonus in an

amount equal to up to 100% of his base salary if we meet or exceed certain criteria adopted by our Compensation Committee.

further agreed to grant executive restricted stock units, pursuant to the Corporation’s 2014 Equity Incentive Plan,

with respect to 118,512 shares of the Company’s common stock.

One-half of the grant shall vest if as of December 31,

2016, the Corporation has pro-forma cash of at least five million dollars ($5,000,000) (cash plus any cash used for a

Board-approved extraordinary acquisition or transaction reconstituting the Company’s core operations, less accrued

bonuses) and one-half shall vest upon the Company meeting certain agreed upon criteria.

As of December 31, 2019, 59,256

restricted stock units were vested and 59,256 restricted stock units were forfeited.

Hayes serves as the Chief

Executive Officer for a period of one year, subject to renewal.

In consideration for his employment, we agreed to pay Mr.

a base salary of $350,000 per annum.

Hayes will be entitled to receive an annual bonus in an amount equal to up to 100% of

his base salary if we meet or exceed certain criteria adopted by our Compensation Committee.

We further agreed to grant executive

restricted stock units, pursuant to the Corporation’s 2014 Equity Incentive Plan, with respect to 118,512 shares of the

Company’s common stock.

One-half of the grant shall vest if as of December 31, 2016, the Corporation has pro-forma cash

of at least five million dollars ($5,000,000) (cash plus any cash used for a Board-approved extraordinary acquisition or transaction

reconstituting the Company’s core operations, less accrued bonuses) and one-half shall vest upon the Company meeting certain

agreed upon criteria.

As of December 31, 2020, 59,256 restricted stock units were vested and 59,256 restricted stock units were

October 19, 2017, the Company entered into an amendment to the employment agreement of Mr.

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employment agreement, effective as of April 1, 2016, remain in full force and effect.

Payment upon Termination or Change in Control

the April 1, 2016 employment agreement with Mr.

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a change in control.

January 1, 2017, we entered into an employment agreement with Mr.

Darrell Dotson pursuant to which Mr.

Dotson serves as the Vice

President, for a period of three months, which shall automatically be extended for three months unless either party provides notice

of non-renewal.

In consideration for his employment, we agreed to pay Mr.

Dotson a base salary of $125,000 per annum.

will be entitled to receive an annual bonus in an amount equal to up to 50% of his base salary if we meet or exceed certain criteria

adopted by our Compensation Committee.

We further agreed to grant executive restricted stock units, pursuant to the Corporation’s

2014 Equity Incentive Plan, in addition to the cash bonus, upon confirmation by the compensation committee.

March 24, 2020, we entered into an amendment to the employment agreement of Mr.

Dotson pursuant to which Mr.

Dotson was entitled

to receive a base salary of $250,000 per annum.

the January 1, 2017 employment agreement with Mr.

Dotson, we have agreed to, in the event of termination by us without “cause”

or pursuant to a change in control, grant Mr.

Dotson, in addition to reimbursement of any documented, unreimbursed expenses incurred

prior to such date, (i) a cash payment of $250,000 and any unpaid compensation and vacation pay accrued during the term of his

employment agreement, and any other benefits accrued to him under any of our benefit plans outstanding at such time, (ii) continuation

for a period of twelve (12) months of any benefits as extended to our executive officers from time to time, including but not

limited to group health care coverage and (iii) payment on a pro rata basis of any annual bonus or other payments earned in connection

with any bonus plans to which Mr.

Dotson was a participant as of the date of termination.

In addition, any options or restricted

stock shall be immediately vested upon termination of Mr.

Dotson employment without “cause”

or pursuant to a change

Equity Awards at December 31, 2020

Option Awards

of Securities Underlying Unexercised Option s (#) Exercisable

of Securities Underlying Unexercised Options (#) UnExercisable

Option Exercise Price ($)

Option Expiration Date

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Anthony Hayes

Darrell Dotson

following table summarizes the compensation paid to non-employee directors during the year ended December 31, 2020.

Fees earned or paid in cash

Stock Awards ($)

Option Awards

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Gregory Blattner (5)

Paul LeMire (6)

Robert Dudley (7)

stock options were granted in accordance with ASC Topic 718.

Weisblum was paid $15,000 in cash compensation for his service as a director in 2020.

Effective April 17, 2020, Mr.

resigned as a director and member of the Audit, Compensation and Nomination Committees of the Company.

Vander Zanden was paid $70,000 in cash compensation for his service as a director in 2020.

In addition, in December 2020,

Vander Zanden was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise

price of $0.64, vesting with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date

Ledwick was paid $60,000 in cash compensation for his service as a director in 2020.

In addition, in December 2020, Mr.

was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise price of $0.64, vesting

with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date of issue.

Blattner was paid $60,000 in cash compensation for his service as a director in 2020.

In addition, in December 2020, Mr.

was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise price of $0.64, vesting

with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date of issue.

LeMire was paid $42,033 in cash compensation for his service as a director in 2020.

In addition, in December 2020, Mr.

was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise price of $0.64, vesting

with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date of issue.

Dudley was paid $42,033 in cash compensation for his service as a director in 2020.

In addition, in December 2020, Mr.

was granted options to purchase 50,000 shares of Common Stock, with a term of ten years and an exercise price of $0.64, vesting

with 50% vesting immediately and the remaining 50% vesting on the six months anniversary of the date of issue.

directors received the following annual compensation for service as a member of the Board for the fiscal year ended December 31,

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Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Number of securities to be issued upon exercise of outstanding options, warrants and

Weighted average exercise price of outstanding options, warrants and rights

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Ownership of our Capital Stock by Certain Beneficial Owners and Management

following tables set forth certain information concerning the number of shares of our Common Stock, Series D Preferred Stock and

Series D-1 Preferred Stock owned beneficially as of January 30, 2020 by (i) our officers and directors as a group and (ii) each

person (including any group) known to us to own more than 5% of our Common Stock, Series D Preferred Stock and Series D-1 Preferred

As of January 30, 2020 there were 4,825,549 shares of Common Stock outstanding, 4,725 shares of Series D Preferred Stock

outstanding and 834 shares of Series D-1 Preferred Stock outstanding.

Unless otherwise indicated, it is our understanding and

belief that the stockholders listed possess sole voting and investment power with respect to the shares shown.

Common Stock Beneficially

Series D Preferred Stock(2)

Series D-1 Preferred Stock(2)

The following tables set forth certain

information concerning the number of shares of our Common Stock, Series D Preferred Stock and Series D-1 Preferred Stock owned

beneficially as of March 25, 2021 by (i) our officers and directors as a group and (ii) each person (including any group) known

to us to own more than 5% of our Common Stock, Series D Preferred Stock and Series D-1 Preferred Stock.

As of March 25, 2021

there were 88,906,146 shares of Common Stock outstanding, 4,725 shares of Series D Preferred Stock outstanding and 834 shares of

Series D-1 Preferred Stock outstanding.

Unless otherwise indicated, it is our understanding and belief that the stockholders listed

possess sole voting and investment power with respect to the shares shown.

Beneficially Owned

Preferred Stock

Name of Beneficial Owner(1)

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Anthony Hayes

Eric Weisblum

Robert Dudley

Gregory James Blattner

All Directors and Officers as a Group (6 persons)

Armstrong 611 Loch Chalet Ct Arlington, TX 76012-3470

Douglas Armstrong 570 Ocean Dr.

611 Loch Chalet Ct Arlington, TX 76012-3470

Douglas Armstrong

570 Ocean Dr.

Apt 201 Juno Beach, FL 33408-1953

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New York, NY 10001-4027

CBM BioPharma, Inc.

One Rockefeller Plaza, 11th Floor

New York, NY 10020

than 1% of the outstanding shares of the Company Common Stock.

Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract,

arrangement, understanding, relationship or otherwise has or shares:

(i) voting power, which includes the power to vote or

to direct the voting of shares;

Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any

contract, arrangement, understanding, relationship or otherwise has or shares:

(i) voting power, which includes the power

to vote or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power

to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person

has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount

of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

on 4,825,549 shares of our Common Stock outstanding as of January 30, 2020 and takes into account the beneficial ownership limitations

governing the Series D Preferred Stock and Series D-1 Preferred Stock.

Beneficial ownership limitations on our Series D Preferred

Stock prevent the conversion or voting of the stock if the number of shares of Common Stock to be issued pursuant to such conversion

or to be voted would exceed, when aggregated with all other shares of Common Stock owned by the same holder at the time, the number

of shares of Common Stock which would result in such holder beneficially owning more than 4.99% of all of the Common Stock outstanding

at such time, subject to an increase in such limitation up to 9.99% of the issued and outstanding Common Stock on 61 days’

written notice to us.

Beneficial ownership limitations on our Series D-1 Preferred Stock prevent the conversion or voting of the

stock if the number of shares of Common Stock to be issued pursuant to such conversion or to be voted would exceed, when aggregated

with all other shares of Common Stock owned by the same holder at the time, the number of shares of Common Stock which would result

in such holder beneficially owning more than 9.99% of all of the Common Stock outstanding at such time.

4,944 shares of Common Stock and 15,484 options for purchase of Common Stock exercisable as of January 30, 2020.

12,280 shares of Common Stock and 11,150 options for purchase of Common Stock exercisable as of January 30, 2020.

7,059 shares of Common Stock and 14,555 options for purchase of Common Stock exercisable as of January 30, 2020.

4,706 shares of Common Stock and 13,626 options for purchase of Common Stock exercisable as of January 30, 2020.

(7) Includes11,766

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the

power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person

if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as

of which the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding

is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition

4,944 shares of Common Stock and 39,555 options for purchase of Common Stock exercisable as of March 25, 2021.

12,280 shares of Common Stock and 36,150 options for purchase of Common Stock exercisable as of March 25, 2021.

7,059 shares of Common Stock and 38,626 options for purchase of Common Stock exercisable as of March 25, 2021.

25,000 options for purchase of Common Stock exercisable as of January 30, 2021.

January 1, 2013, and as amended and restated on June 9, 2017, the Company and Equity Stock Transfer, LLC entered into a Rights

Agreement, which was subsequently assigned to Transfer Online Inc.

as Rights Agent on June 20, 2016.

The Rights Agreement provides

each stockholder of record a dividend distribution of one “right”

25,000 options for purchase of Common Stock exercisable as of January 30, 2021.

36,766 options for purchase of Common Stock exercisable as of January 30, 2021.

March 23, 2020, and as amended and restated on November 24, 2020, the Company and Continental Stock Transfer & Trust Co.

“Rights Agreement”) The Rights Agreement provides each stockholder of record a dividend distribution of one “right”

for each outstanding share of Common Stock.

become exercisable at the earlier of ten days following:

(1) a public announcement that an acquirer has purchased or has

the right to acquire 10% or more of our Common Stock, or (2) the commencement of a tender offer which would result in an

offer or beneficially owning 10% or more of our outstanding Common Stock.

All rights held by an acquirer or offer or

expire on the announced acquisition date, and all rights expire at the close of business on December 31, 2020, subject to

further extension.

Each right entitles a stockholder to acquire, at a price of $7.46 per one nineteen-hundredths of a share of

our Series A Preferred Stock, subject to adjustments, which carries voting and dividend rights similar to one share of our Common

Alternatively, a right holder may elect to purchase for the stated price an equivalent number of shares of our Common Stock

at a price per share equal to one-half of the average market price for a specified period.

In lieu of the stated purchase

price, a right holder may elect to acquire one-half of the Common Stock available under the second option.

price of the preferred stock fractional amount is subject to adjustment for certain events as described in the Agreement.

discretion of a majority of the Board of Directors and within a specified time period, we may redeem all of the rights at a price

of $0.001 per right.

The Board may also amend any provisions of the Agreement prior to exercise.

Rights become exercisable at the earlier of ten days following:

(1) a public announcement

that an acquirer has purchased or has the right to acquire 4.99% or more of our Common Stock, in connection with, (x) the Company

consolidating, or merging into any other person, (y) any person consolidates or merges with or into the Company or (z) the Company

sells or otherwise transfers to any person or persons, in one or more transactions, assets or earning power aggregating 50% or

more of the assets or earning power of the Company, or (2) the commencement of a tender offer which would result in an offer or

beneficially owning 10% or more of our outstanding Common Stock.

All rights held by an acquirer or offer or expire on the announced

acquisition date, and all rights expire at the close of business on March 23, 2023, subject to further extension.

Each right entitles

a stockholder to acquire, at a price of $5.00 per one one-thousandth of a share of our Series A Preferred Stock, subject to adjustments,

which carries voting and dividend rights similar to one share of our Common Stock.

The purchase price of the preferred stock fractional

amount is subject to adjustment for certain events as described in the Rights Agreement.

At the discretion of a majority of the

Board of Directors and within a specified time period, we may redeem all of the rights at a price of $0.0001 per right.

may also amend any provisions of the Rights Agreement prior to exercise.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

Vander Zanden, Mr.

Eric Weisblum and Mr.

Robert Dudley,

Paul LeMire, and Mr.

Gregory James Blattner.

20 unchanged sentences

by our principal accountants during the fiscal years ended December 31, 2020 and 2019.

Our Audit Committee pre-approves

these services by category and service.

Our Audit Committee pre-approves these

services by category and service.

Our Audit Committee has pre-approved all of the services provided by our principal accountants.

2 unchanged sentences

following financial statements are included in Item 8 herein:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2019 and 2018

Consolidated Statements of Operations for the Years Ended December 31, 2019 and 2018

Consolidated Statements of Changes in Stockholders’

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2020 and 2019

Statements of Operations for the Years Ended December 31, 2020 and 2019

Statements of Changes in Stockholders’

Equity for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018

Notes to Consolidated Financial Statements

Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

to Consolidated Financial Statements

Statement Schedules

Underwriting Agreement, dated July 18, 2017, by and between Spherix Incorporated and Laidlaw & Co.

(UK) Ltd (incorporated by reference to Form 8-K filed July 24, 2017)

Placement Agency Agreement, dated July 15, 2015, by and between Spherix Incorporated and Chardan Capital Markets LLC (incorporated by reference to Form 8-K filed July 17, 2015)

Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated April 24, 2014 (incorporated by reference to Form 8-K filed April 25, 2014)

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated March 2, 2016 (incorporated by reference to Form 8-K filed March 18, 2016)

Amended and Restated Bylaws of Spherix Incorporated (incorporated by reference to Form 8-K filed October 15, 2013)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Spherix Incorporated, effective March 4, 2016 (incorporated by reference to Form 10-K filed March 29, 2016)

Specimen Certificate for common stock, par value $0.0001 per share, of Spherix Incorporated (incorporated by reference to Form S-3/A filed April 17, 2014)

Rights Agreement, dated as of January 24, 2013, by and between Spherix Incorporated and Equity Stock Transfer, LLC (incorporated by reference to Form 8-K filed January 30, 2013)

Amended and Restated Rights Agreement, dated as of June 9, 2017, by and between Spherix Incorporated and Transfer Online Inc.

(incorporated by reference to Form 8-K filed June 9, 2017)

Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (incorporated by reference to Form 8-K/A filed on June 2, 2014)

Certificate of Designation of Preferences, Rights and Limitations of Series K Convertible Preferred Stock (incorporated by reference to Form 8-K filed on December 3, 2015)

Form of Warrant (incorporated by reference to Form 8-K filed on March 26, 2014)

Form of Placement Agent Warrant (incorporated by reference to Form 8-K filed on March 26, 2014)

Form of Common Stock Purchase Warrant (incorporated by reference to Form 8-K filed July 17, 2015)

Form of Warrant (incorporated by reference to Form 8-K filed December 3, 2015)

Agreement, dated July 18, 2017, by and between Spherix Incorporated and Laidlaw & Co.

(UK) Ltd (incorporated by reference

to Form 8-K filed July 24, 2017)

Agency Agreement, dated July 15, 2015, by and between Spherix Incorporated and Chardan Capital Markets LLC (incorporated by

reference to Form 8-K filed July 17, 2015)

and Restated Certificate of Incorporation of Spherix Incorporated, dated April 24, 2014 (incorporated by reference to Form

8-K filed April 25, 2014)

of Amendment of the Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated March 2, 2016 (incorporated

by reference to Form 8-K filed March 18, 2016)

and Restated Bylaws of Spherix Incorporated (incorporated by reference to Form 8-K filed October 15, 2013)

of Amendment to the Amended and Restated Certificate of Incorporation of Spherix Incorporated, effective March 4, 2016 (incorporated

by reference to Form 10-K filed March 29, 2016)

Certificate for common stock, par value $0.0001 per share, of Spherix Incorporated (incorporated by reference to Form S-3/A

filed April 17, 2014)

Agreement, dated as of January 24, 2013, by and between Spherix Incorporated and Equity Stock Transfer, LLC (incorporated

by reference to Form 8-K filed January 30, 2013)

and Restated Rights Agreement, dated as of June 9, 2017, by and between Spherix Incorporated and Transfer Online Inc.

(incorporated

by reference to Form 8-K filed June 9, 2017)

of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (incorporated by reference to

Form 8-K/A filed on June 2, 2014)

of Designation of Preferences, Rights and Limitations of Series K Convertible Preferred Stock (incorporated by reference to

Form 8-K filed on December 3, 2015)

of Warrant (incorporated by reference to Form 8-K filed on March 26, 2014)

of Placement Agent Warrant (incorporated by reference to Form 8-K filed on March 26, 2014)

of Common Stock Purchase Warrant (incorporated by reference to Form 8-K filed July 17, 2015)

of Warrant (incorporated by reference to Form 8-K filed December 3, 2015)

Equity Incentive Plan (incorporated by reference from the Company’s Information Statement on Definitive 14C filed November

Warrant Exchange Agreement, dated March 1, 2013, by and among the Company and certain investors (incorporated by reference to Form 8-K filed March 7, 2013)

Agreement and Plan of Merger, dated April 2, 2013 (incorporated by reference to the Form 8-K filed on April 4, 2013)

First Amendment to Agreement and Plan of Merger, dated August 30, 2013 (incorporated by reference to the Form 8-K filed on September 4, 2013)

Spherix Incorporated 2013 Equity Incentive Plan (incorporated by reference to the Form 8-K filed on April 4, 2013)

Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed December 20, 2013)

Amendment to Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed March 28, 2014)

Form of Indemnification Agreement (incorporated by reference to the Form 8-K filed on September 10, 2013)

Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on September 13, 2013)

Indemnification Agreement, by and between Spherix Incorporated and Jeffrey Ballabon (incorporated by reference to the Form 8-K filed on June 13, 2014)

Patent Purchase Agreement, by and between Spherix Incorporated and Rockstar Consortium US LP, including Amendment No.

1 thereto (incorporated by reference to the Form 8-K/A filed on November 19, 2013)

Form of Series F Exchange Agreement (incorporated by reference to the Form 8-K filed on November 26, 2013)

Form of Series D Exchange Agreement (incorporated by reference to the Form 8-K filed on December 30, 2013)

Confidential Patent Purchase Agreement, dated December 31, 2013, by and between Spherix Incorporated and Rockstar Consortium US LP (incorporated by reference to the Form S-1/A filed January 21, 2014)

Form of Subscription Agreement (incorporated by reference to the Form 8-K filed March 26, 2014)

Form of Registration Rights Agreement (incorporated by reference to the Form 8-K filed March 26, 2014)

Form of Subscription Agreement (incorporated by reference to the Form 8-K filed on May 29, 2014)

Letter of Agreement, dated January 6, 2014, by and between Spherix Incorporated and Chord Advisors, LLC (incorporated by reference to the Form 10-K filed on March 30, 2015)

Letter of Agreement, dated April 11, 2014, by and between Spherix Incorporated and Chord Advisors, LLC (incorporated by reference to the Form 10-K filed on March 30, 2015)

Securities Purchase Agreement, dated July 15, 2015, by and among Spherix Incorporated and the purchasers party thereto (incorporated by reference to Form 8-K filed July 17, 2015)

Employment Agreement, dated as of March 14, 2014, by and between Spherix Incorporated and Frank Reiner (incorporated by reference to Form 10-K filed March 29, 2016)

Amendment to Employment Agreement, dated as of June 30, 2015, by and between Spherix Incorporated and Frank Reiner (incorporated by reference to Form 10-K filed March 29, 2016)

Settlement and License Agreement, dated October 13, 2015, by and between Spherix Incorporated and Huawei Technologies Co., Ltd.

(incorporated by reference to Form 10-K filed March 29, 2016)

Patent License Agreement, dated as of November 23, 2015, by and between Spherix Incorporated and RPX Corporation (incorporated by reference to Form 8-K filed November 30, 2015

Securities Purchase Agreement, dated as of December 2, 2015, by and among Spherix Incorporated and the investors party thereto (incorporated by reference to Form 8-K filed December 3, 2015)

Engagement Agreement, dated September 16, 2015, as amended, by and between Spherix Incorporated and H.C.

Wainwright & Co., LLC (incorporated by reference to Form 8-K filed December 3, 2015)

Employment Agreement, effective as of April 1, 2016, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to Form 8-K filed May 26, 2016)

Amendment to Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on October 25, 2017)

Separation Agreement and Release, dated March 10, 2017, by and between Spherix Incorporated and Frank Reiner (incorporated by reference to Form 8-K filed March 15, 2017)

Patent License Agreement, dated as of May 23, 2016, by and between Spherix Incorporated and RPX Corporation (incorporated by reference to Form 10-Q filed August 15, 2016)

Technology Monetization Agreement, dated as of March 11, 2016, and amended as of April 22, 2016, April 27, 2016 and May 22, 2016, by and between Spherix Incorporated and Equitable IP Corporation (incorporated by reference to Form 8-K filed August 2, 2016)

Underwriting Agreement, dated as of August 2, 2016, by and among Spherix Incorporated and the underwriters named on Schedule I thereto (incorporated by reference to Form 8-K filed August 3, 2016)

Assignment and Assumption of Rights Agreement, dated as of June 16, 2016, by and between Spherix Incorporated and Transfer Online, Inc.

Exchange Agreement, dated March 1, 2013, by and among the Company and certain investors (incorporated by reference to Form

8-K filed March 7, 2013)

and Plan of Merger, dated April 2, 2013 (incorporated by reference to the Form 8-K filed on April 4, 2013)

Amendment to Agreement and Plan of Merger, dated August 30, 2013 (incorporated by reference to the Form 8-K filed on September

Incorporated 2013 Equity Incentive Plan (incorporated by reference to the Form 8-K filed on April 4, 2013)

Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A

filed December 20, 2013)

to Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on

Form DEF 14A filed March 28, 2014)

of Indemnification Agreement (incorporated by reference to the Form 8-K filed on September 10, 2013)

Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on September

Indemnification

Agreement, by and between Spherix Incorporated and Jeffrey Ballabon (incorporated by reference to the Form 8-K filed on June

Purchase Agreement, by and between Spherix Incorporated and Rockstar Consortium US LP, including Amendment No.

1 thereto (incorporated

by reference to the Form 8-K/A filed on November 19, 2013)

of Series F Exchange Agreement (incorporated by reference to the Form 8-K filed on November 26, 2013)

of Series D Exchange Agreement (incorporated by reference to the Form 8-K filed on December 30, 2013)

Patent Purchase Agreement, dated December 31, 2013, by and between Spherix Incorporated and Rockstar Consortium US LP (incorporated

by reference to the Form S-1/A filed January 21, 2014)

of Subscription Agreement (incorporated by reference to the Form 8-K filed March 26, 2014)

of Registration Rights Agreement (incorporated by reference to the Form 8-K filed March 26, 2014)

of Subscription Agreement (incorporated by reference to the Form 8-K filed on May 29, 2014)

of Agreement, dated January 6, 2014, by and between Spherix Incorporated and Chord Advisors, LLC (incorporated by reference

to the Form 10-K filed on March 30, 2015)

of Agreement, dated April 11, 2014, by and between Spherix Incorporated and Chord Advisors, LLC (incorporated by reference

to the Form 10-K filed on March 30, 2015)

Purchase Agreement, dated July 15, 2015, by and among Spherix Incorporated and the purchasers party thereto (incorporated

by reference to Form 8-K filed July 17, 2015)

Agreement, dated as of March 14, 2014, by and between Spherix Incorporated and Frank Reiner (incorporated by reference to

Form 10-K filed March 29, 2016)

to Employment Agreement, dated as of June 30, 2015, by and between Spherix Incorporated and Frank Reiner (incorporated by

reference to Form 10-K filed March 29, 2016)

and License Agreement, dated October 13, 2015, by and between Spherix Incorporated and Huawei Technologies Co., Ltd.

(incorporated

by reference to Form 10-K filed March 29, 2016)

License Agreement, dated as of November 23, 2015, by and between Spherix Incorporated and RPX Corporation (incorporated by

reference to Form 8-K filed November 30, 2015

Purchase Agreement, dated as of December 2, 2015, by and among Spherix Incorporated and the investors party thereto (incorporated

by reference to Form 8-K filed December 3, 2015)

Agreement, dated September 16, 2015, as amended, by and between Spherix Incorporated and H.C.

Wainwright & Co., LLC (incorporated

by reference to Form 8-K filed December 3, 2015)

Agreement, effective as of April 1, 2016, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference

to Form 8-K filed May 26, 2016)

to Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K

filed on October 25, 2017)

Agreement and Release, dated March 10, 2017, by and between Spherix Incorporated and Frank Reiner (incorporated by reference

to Form 8-K filed March 15, 2017)

License Agreement, dated as of May 23, 2016, by and between Spherix Incorporated and RPX Corporation (incorporated by reference

to Form 10-Q filed August 15, 2016)

Monetization Agreement, dated as of March 11, 2016, and amended as of April 22, 2016, April 27, 2016 and May 22, 2016, by

and between Spherix Incorporated and Equitable IP Corporation (incorporated by reference to Form 8-K filed August 2, 2016)

Agreement, dated as of August 2, 2016, by and among Spherix Incorporated and the underwriters named on Schedule I thereto

(incorporated by reference to Form 8-K filed August 3, 2016)

and Assumption of Rights Agreement, dated as of June 16, 2016, by and between Spherix Incorporated and Transfer Online, Inc.

(incorporated by reference to Form 8-K filed June 21, 2016)

Securities Purchase Agreement, dated as of June 30, 2017, by and between Spherix Incorporated and Hoth Therapeutics, Inc.

(incorporated by reference to Form 8-K filed July 3, 2017)

Registration Rights Agreement, dated as of June 30, 2017, by and between Spherix Incorporated and Hoth Therapeutics, Inc.

(incorporated by reference to Form 8-K filed July 3, 2017)

Form of Shareholders Agreement, dated as of June 30, 2017 (incorporated by reference to Form 8-K filed July 3, 2017)

Agreement and Plan of Merger, dated as of March 12, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary Inc., DatChat, Inc.

Purchase Agreement, dated as of June 30, 2017, by and between Spherix Incorporated and Hoth Therapeutics, Inc.

(incorporated

by reference to Form 8-K filed July 3, 2017)

Rights Agreement, dated as of June 30, 2017, by and between Spherix Incorporated and Hoth Therapeutics, Inc.

(incorporated

by reference to Form 8-K filed July 3, 2017)

of Shareholders Agreement, dated as of June 30, 2017 (incorporated by reference to Form 8-K filed July 3, 2017)

and Plan of Merger, dated as of March 12, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary Inc., DatChat,

and Darin Myman (incorporated by reference to Form 8-K filed March 14, 2018)

Placement Agency Agreement, dated as of March 14, 2018, by and between Spherix Incorporated and Laidlaw & Company (UK) Ltd.

(incorporated by reference to Form 8-K filed March 19, 2018)

of Agreement, dated as of November 13, 2019, by and among The University of Texas in Austin, on behalf of the Board of Regents of

the University of Texas, CBM BioPharma, Inc.

and Spherix Incorporated

Agency Agreement, dated as of March 14, 2018, by and between Spherix Incorporated and Laidlaw & Company (UK) Ltd.

(incorporated

by reference to Form 8-K filed March 19, 2018)

Assignment of Agreement, dated as of November 13, 2019, by and among The University of Texas in Austin, on behalf of the Board of Regents of the University of Texas, CBM BioPharma, Inc.

and Spherix Incorporated (incorporated by reference to Form S-1 filed January 31, 2020)

Assignment of Agreement, dated as of November 13, 2019, by and among Wake Forest University Health Sciences, CBM BioPharma, Inc.

and Spherix Incorporated

First Amendment to Agreement and Plan of Merger, dated as of May 3, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary Inc., DatChat, Inc.

and Spherix Incorporated (incorporated by reference to Form S-1 filed January 31, 2020)

Amendment to Agreement and Plan of Merger, dated as of May 3, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary

Inc., DatChat, Inc.

and Darin Myman (incorporated by reference to Form 8-K filed May 7, 2018)

Agreement and Plan of Merger, dated as of October 10, 2018, by and among Spherix Incorporated, Spherix Delaware Merger Sub Inc., Scott Wilfong and CBM Biopharma, Inc.

and Plan of Merger, dated as of October 10, 2018, by and among Spherix Incorporated, Spherix Delaware Merger Sub Inc., Scott

Wilfong and CBM Biopharma, Inc.

(incorporated by reference to Form 8-K filed October 16, 2018)

At The Market Offering Agreement, dated as of August 9, 2019, by and between Spherix Incorporated and H.C.

Wainwright & Co., LLC (incorporated by reference to Form 8-K filed August 9, 2019)

Asset Purchase Agreement, dated as of May 15, 2019, by and between the Company and CBM BioPharma, Inc.

(incorporated herein by reference to Form 10-Q filed on August 14, 2019)

Amendment No.

The Market Offering Agreement, dated as of August 9, 2019, by and between Spherix Incorporated and H.C.

Wainwright & Co.,

LLC (incorporated by reference to Form 8-K filed August 9, 2019)

Purchase Agreement, dated as of May 15, 2019, by and between the Company and CBM BioPharma, Inc.

(incorporated herein by reference

to Form 10-Q filed on August 14, 2019)

1 to Asset Purchase Agreement, dated as of May 30, 2019, by and between the Company and CBM BioPharma, Inc.

(incorporated herein by reference to Form 10-Q filed on August 14, 2019)

Amendment No.

(incorporated

herein by reference to Form 10-Q filed on August 14, 2019)

2 to Asset Purchase Agreement, dated as of December 5, 2019, by and between the Company and CBM BioPharma, Inc.

(incorporated herein by reference to Form 8-K filed on December 10, 2019)

(incorporated

herein by reference to Form 8-K filed on December 10, 2019)

Form of Placement Agent’s Warrant (incorporated by reference to Form 8-K filed on March 10, 2020)

Form of Securities Purchase Agreement (incorporated by reference to Form 8-K filed on March 10, 2020)

Certificate of Designation of Series L Preferred Stock of AIkido Pharma Inc.

(incorporated by reference to Form 8-K filed on March 25, 2020)

Rights Agreement, dated March 23, 2020, by and between AIkido Pharma Inc.

and VStock Transfer, LLC (incorporated by reference to Form 8-K filed on March 25, 2020)

Form of Securities Purchase Agreement (incorporated by reference to Form 8-K filed on April 15, 2020)

Form of Placement Agent’s Warrant (incorporated by reference to Form 8-K filed on April 15, 2020)

Certificate of Designation of Series M Preferred Stock (incorporated by reference to Form 8-K filed on January 11, 2021)

Securities Purchase Agreement bt and between Convergent Therapeutics, Inc.

and AIkido Pharma Inc., dated January 29, 2021 (incorporated by reference to Form 8-K filed February 3, 2021)

Convertible Promissory Note, dated January 29, 2021 (incorporated by reference to Form 8-K filed February 3, 2021)

Amended and Restated Underwriting Agreement by and between the Company and H.C.

Wainwright & Co., LLC, dated February 16, 2021 (incorporated by reference to Form 8-K filed on February 18, 2021)

Form of Underwriter’s Warrant (incorporated by reference to Form 8-K filed on February 18, 2021)

List of Subsidiaries

10 unchanged sentences

to a Confidential Treatment Request under Rule 24b-2 filed with and approved by the SEC, portions of this exhibit have been omitted

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this report to be signed

1 unchanged sentence

Anthony Hayes

January 31, 2020

Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

March 25, 2021

Chief Executive Officer and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

1 unchanged sentence

Anthony Hayes

Executive Officer and Director

Chief Executive

Officer and Director

Anthony Hayes

Vander Zanden

Chairman of the Board

Vander Zanden

Eric Weisblum

Robert Dudley

Gregory James Blattner

James Blattner

Gregory James Blattner

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures