What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-10 compared with 2022-08-12 · 586 added, 429 removed, 339 unchanged (75% of the section changed)

3 unchanged sentences

Current assets

Cash and cash equivalents

Marketable securities

Prepaid expenses and other assets

Short-term investments at fair value

Notes receivable at fair value

Total current assets

Convertible note receivable at fair value

Notes receivable at fair value

Security deposit

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY

and cash equivalents

expenses and other assets

investments at fair value

receivable at fair value

current assets

note receivable at fair value

receivable at fair value

REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY

payable and accrued expenses

salaries and benefits

liability - current

current liabilities

Accounts payable and accrued expenses

Accrued salaries and benefits

Total current liabilities

Total liabilities

Stockholders’ equity

Stockholders’

Preferred stock, $ .0001 par value, 50,000,000 Authorized

5,000,000 shares designated;

3,825 shares issued and outstanding at June 30, 2022 and December 31, 2021;

3,825 shares issued and outstanding at September 30, 2022 and December 31, 2021;

liquidation value of $ 0.0001 per share

5,000,000 shares designated;

834 shares issued and outstanding at June 30, 2022 and December 31, 2021;

834 shares issued and outstanding at September 30, 2022 and December 31, 2021;

liquidation value of $ 0.0001 per share

Common stock, $ 0.0001 par value, 100,000,000 shares authorized;

5,246,852 and 5,275,329 shares issued at June 30, 2022 and December 31, 2021, respectively;

4,953,950 and 5,275,329 shares outstanding at June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

Treasury stock, at cost, 242,902 and 0 shares at June 30, 2022 and December 31, 2021, respectively

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes to condensed consolidated financial statements.

5,485,096 and 5,275,329 shares issued at September 30, 2022 and December 31, 2021, respectively;

5,140,114 and 5,275,329 shares outstanding at September 30, 2022 and December 31, 2021, respectively

paid-in capital

Treasury stock, at cost, 344,982 and 0 shares at September 30, 2022 and December 31, 2021, respectively

stockholders’ equity

liabilities and stockholders’ equity

accompanying notes to unaudited condensed consolidated financial statements.

Consolidated Statements of Operations

in thousands except share and per share amounts)

Three Months Ended

Six Months Ended

Operating costs and expenses

General and administrative

Research and development

Research and development - license acquired

Total operating expenses

Loss from operations

Other income (expenses)

Interest income

(Loss) gain on marketable securities

Change in fair value of investment

Total other income (expenses)

Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock

Net Loss Attributable to Common Shareholders

Net loss per share, basic and diluted

September 30,

Operating costs

and administrative

and development

and development - license acquired

operating expenses

from operations

(expenses) income

on marketable securities

in fair value of investments

other (expenses) income

dividends related to Series O and Series P Redeemable Convertible Preferred Stock

Loss Attributable to Common Shareholders

loss per share, basic and diluted

Basic and Diluted

Weighted average number of shares outstanding, basic and diluted

Weighted average

number of shares outstanding, basic and diluted

Basic and Diluted

accompanying notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Changes in

Redeemable Convertible Preferred Stock and Stockholders’ Equity

accompanying notes to unaudited condensed consolidated financial statements.

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity

in thousands except share and per share amounts)

For the Three Months Ended June 30, 2022

the Three Months Ended September 30, 2022

Redeemable Convertible

Preferred Stock

Treasury Stock

Stockholders’

Balance at March 31, 2022

Balance at June 30, 2022

$ ( 172,386 )

Redemption of Series O Redeemable

Convertible Preferred Stock

Redemption of Series

P Redeemable Convertible Preferred Stock

Deemed dividends related

to Series O and Series P Redeemable Convertible Preferred Stock

Repurchase of treasury stock

Purchase of treasury stock

Stock-based compensation

Fractional shares adjusted

for reverse split

at June 30, 2022

Balance at September 30, 2022

$ ( 178,625 )

the Three Months Ended June 30, 2021

Preferred Stock

Treasury Stock

the Three Months Ended September 30, 2021

Total Stockholders’

Balance at March 31, 2021

at June 30, 2021

$ ( 161,917 )

Stock-based compensation

Balance at June 30, 2021

at September 30, 2021

$ ( 161,964 )

accompanying notes to condensed consolidated financial statements.

the Six Months Ended June 30, 2022

accompanying notes to unaudited condensed consolidated financial statements.

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity

in thousands except share and per share amounts)

the Nine Months Ended September 30, 2022

Redeemable Convertible

Preferred Stock

Treasury Stock

Stockholders’

1 unchanged sentence

$ ( 163,774 )

Issuance of Series O redeemable

convertible preferred stock for cash

Issuance of Series P redeemable

convertible preferred stock for cash

Cost on issuance of Series

O and Series P Redeemable Convertible Preferred Stock

Deemed dividends related

to Series O and Series P Redeemable Convertible Preferred Stock

Redemption of Series O Redeemable

Convertible Preferred Stock

Redemption of Series

P Redeemable Convertible Preferred Stock

Repurchase of treasury stock

Issuance of Series O redeemable convertible preferred stock for cash

Issuance of Series P redeemable convertible preferred stock for cash

Cost on issuance of Series O and Series P Redeemable Convertible Preferred Stock

Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock

Redemption of Series O Redeemable Convertible Preferred Stock

Redemption of Series P Redeemable Convertible Preferred Stock

Purchase of treasury stock

Stock-based compensation

Cancellation of common stock

related to investment in CBM

Fractional shares adjusted

for reverse split

at June 30, 2022

Cancellation of common stock related to investment in CBM

Fractional shares adjusted for reverse split

Balance at September 30, 2022

$ ( 178,625 )

the Six Months Ended June 30, 2021

Preferred Stock

Treasury Stock

Stockholders’

Balance at December 31, 2020

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity

in thousands except share and per share amounts)

For the Nine Months Ended

September 30, 2021

Total Stockholders’

at December 31, 2020

$ ( 156,603 )

1 unchanged sentence

Exercise of warrants

Issuance of common stock for research and development license acquired

Stock-based compensation

Balance at June 30, 2021

of common stock for research and development license acquired

at September 30, 2021

$ ( 161,964 )

accompanying notes to condensed consolidated financial statements.

accompanying notes to unaudited condensed consolidated financial statements.

Consolidated Statements of Cash Flows

in thousands)

Six Months Ended

September 30,

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Amortization of right-of-use assets

Change in fair value of short-term investment

Change in fair value of long-term investment

Research and development-acquired license, expensed

Research and development-acquired license,

Stock-based compensation

3 unchanged sentences

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and accrued expenses

Prepaid expenses and other

Accounts payable and accrued

Accrued salaries and benefits

Interest receivable on convertible note

Net cash used in operating activities

Cash flows from investing activities

Lease liabilities

Interest receivable on convertible

Net cash used in operating

Cash flows from investing

Purchase of marketable securities

1 unchanged sentence

Proceeds from sale of digital currencies

Proceeds from promissory note receivable interest received

Proceeds from sale of DatChat common shares

Proceeds from promissory note receivable interest

Funds to deposit accounts, net

1 unchanged sentence

Purchase of research and development licenses

Purchase of short-term and long-term promissory notes

Purchase of convertible note

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issuance of common stock and warrants, net of offering cost

Proceeds from issuance of Series O and Series P Redeemable Convertible Preferred Stock, net of discount and offering cost

Purchase of short-term and long-term promissory

Purchase of convertible

Net cash used in investing

Cash flows from financing

Proceeds from issuance of common stock and

warrants, net of offering cost

Proceeds from issuance of Series O and Series

P Redeemable Convertible Preferred Stock, net of discount and offering cost

Proceeds from exercise of warrants

Payment for fractional shares

Redemption of Series O and Series P Redeemable Convertible Preferred Stock

Purchase of treasury stock

Net cash (used in) provided by financing activities

Net (decrease) increase in cash and cash equivalents and restricted cash

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Non-cash investing and financing activities

Redemption of Series O and Series P Redeemable

Convertible Preferred Stock

Purchase of treasury

Net cash (used in) provided

by financing activities

Net (decrease) increase in cash and cash equivalents

and restricted cash

Cash and cash equivalents,

beginning of period

Cash and cash equivalents,

end of period

Non-cash investing and financing

Transfer from short-term investment to marketable securities

Reclassify from convertible note receivable to notes receivable at fair value

Promissory convertible note receivable conversion into common shares

accompanying notes to condensed consolidated financial statements.

Reclassify from convertible note receivable

to notes receivable at fair value

Promissory convertible note receivable conversion

into common shares

Unpaid investment

accompanying notes to unaudited condensed consolidated financial statements.

AIKIDO PHARMA INC.

2 unchanged sentences

and Description of Business

(the “Company”), formerly known as Spherix Incorporated, was initially formed in 1967.

Since 2017, the Company

has operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics in development.

The Company’s pipeline consists of patented technology from leading universities and researchers.

The Company’s innovative

therapeutic drug pipeline is currently being advanced through strong collaborations with renowned educational institutions, including

the University of Texas at Austin, the University of Maryland, Baltimore and Wake Forest University.

The Company’s oncology therapeutics

include prospective treatments for pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL).

is also developing a broad-spectrum antiviral platform, in which the lead compounds have activity in cell-based assays against multiple

viruses including Influenza virus, Ebolavirus and Marburg virus, SARS-CoV, MERS-CoV, and SARS-CoV-2, the cause of COVID-19.

a result of the Company’s biotechnology research and development and associated investments and acquisitions, its business portfolio

now focuses on the treatment of three different cancers and multiple types of viral infections.

The Company’s pancreatic drug candidate,

DHA-dFdC, developed at and licensed from the University of Texas at Austin, is a new compound that it 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), accumulates preferentially in pancreatic tissue

and has demonstrated activities against other cancers, including leukemia, lung and melanoma.

The Company’s AML and ALL compound,

developed at the Wake Forest University, is a targeted therapeutic designed to overcome multiple resistance mechanisms observed with

the current standard of care.

Company’s broad-spectrum antiviral platform was developed at the University of Maryland Baltimore (“UMB”), which granted

the Company an exclusive worldwide Master License Agreement (MLA”) to technology covered by three separate patent applications.

The licensed technology comprises broadly acting pan-viral inhibitory compounds targeting multiple viral pathogens.

The technology was

invented by UMB scientists 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 under the direction of these inventors at UMB.

AIkido Pharma Inc.

(the “Company”), formerly

known as Spherix Incorporated, was initially formed in 1967.

Since 2017, the Company has operated as a biotechnology company with a diverse

portfolio of small-molecule anticancer and antiviral therapeutics in development.

Over the past year, in an effort to enhance shareholder

value, the Company has shifted its primary focus away from biotechnology to a new line of business in the fintech and financial services

In furtherance of this new focus, in June of this year the Company formed a wholly owned financial services subsidiary,

Dominari Financial Inc.

(“Dominari”), with the purpose of making strategic acquisitions across the fintech and financial services

Additionally, AIkido Labs, LLC (“Aikido Labs”), another wholly owned subsidiary of the Company, has and

will continue to explore other opportunities in high growth industries.

To date, Aikido Labs has acquired equity positions in Anduril

Industries, Inc, Databricks, Inc., Discord, Inc., Epic Games, Inc., Payward, Inc.

dba Kraken, Space Exploration Technologies Corp.

SpaceX, Tevva Motors Ltd., Thrasio, LLC, and Yanka Industries, Inc.

dba Masterclass.

Please see Notes 6, 7 and 8 below for a further

discussion of the Company’s investments.

Finally, the Company will continue to foster and develop its historical pipeline of biotechnology

assets consisting of patented technology from leading universities and researchers, including prospective treatments for pancreatic cancer,

acute myeloid leukemia and acute lymphoblastic leukemia.

The Company is also developing a broad-spectrum antiviral platform, in

which the lead compounds have activity in cell-based assays against multiple viruses including Influenza virus, Ebolavirus and Marburg

virus, SARS-CoV, MERS-CoV, and SARS-CoV-2, the cause of COVID-19.

September 9, 2022, Dominari entered into a membership interest purchase agreement (the “FPS Purchase Agreement”) with Fieldpoint

Private Bank & Trust (“Seller”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private

Securities, LLC, a Connecticut limited liability company (“FPS”) and broker-dealer registered with the Financial Industry

Regulatory Authority (“FINRA”).

Pursuant to the terms of the FPS Purchase Agreement, Dominari will purchase from

the Seller 100% of the membership interests in of FPS (the “Membership Interests”) and, as a result thereof, will,

thereafter, operate FPS’s registered broker-dealer business as a wholly owned subsidiary of the Company.

The FPS Purchase

Agreement provides for Dominari’s acquisition of FPS’s Membership Interests in two closings, the first of which

occurred on October 4, 2022 (the “Initial Closing”), at which Dominari paid to the Seller $2,000,000 in consideration for

a transfer by the Seller to Dominari of 20% of the Membership Interests.

Following the Initial Closing, FPS filed a continuing

membership application requesting approval for a change of ownership, control, or business operations with FINRA in accordance with FINRA

Rule 1017 (the “Rule 1017 Application”).

Upon FINRA’s approval of the Rule 1017 Application, the second closing

will occur (the “Second Closing”), at which Dominari will pay to the Seller an additional $1.00 in consideration for a transfer

by the Seller to Dominari of the remaining 80% of the Membership Interests.

The Second Closing is subject to FINRA’s final

approval under FINRA Rule 1017 as well as other customary closing conditions, including the accuracy of the representations and warranties

of the applicable parties under the FPS Purchase Agreement and compliance therewith.

Additionally, on October 17, 2022, the Company

entered into an Amended and Restated Services Agreement with Kyle Wool, pursuant to which he has agreed to serve as Dominari’s

Chief Executive Officer, upon the termination of his existing relationship with another registered broker-dealer and lead the Company’s

transition to a fintech and financial services company.

June 7, 2022, the Company effected a seventeen-for-one (17-for-1) reverse stock split of its class of common stock (the “Reverse

1 unchanged sentence

The Reverse Stock Split, which was approved by stockholders at an annual stockholder meeting on May 20, 2022, was

consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on June 2, 2022 (the “Certificate

of Amendment”).

The Reverse Stock Split was effective on June 7, 2022 (the “Effective Date”).

All references to common

stock, convertible preferred stock, warrants to purchase common stock, options to purchase common stock, restricted stock units, restricted

stock awards, share data, per share data and related information contained in the condensed consolidated financial statements have been

retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

Payment for fractional shares resulting

from the reverse stock split amounted to $ 26 thousand.

consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on June 2, 2022.

The Reverse Stock Split

was effective on June 7, 2022.

All references to common stock, convertible preferred stock, warrants to purchase common stock, options

to purchase common stock, restricted stock units, restricted stock awards, share data, per share data and related information contained

in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split

for all periods presented.

Payment for fractional shares resulting from the reverse stock split amounted to $ 26 thousand.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Liquidity and Capital Resources

2 unchanged sentences

While the Company continues to implement its business strategy, it intends to finance its activities through managing

current cash on hand from the Company’s past debt and equity offerings.

current cash on hand from the Company’s past equity offerings.

upon projected cash flow requirements, the Company has adequate cash to fund its operations for at least the next twelve months from

the date of the issuance of these consolidated financial statements.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

the date of the issuance of these unaudited consolidated financial statements.

Summary of Significant Accounting Policies

of Presentation and Principles of Consolidation

accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiary,

AIkido Labs LLC.

accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries,

AIkido Labs and Dominari.

All significant intercompany balances and transactions have been eliminated in consolidation.

5 unchanged sentences

The condensed consolidated balance sheet

as of June 30, 2022, condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021, condensed

consolidated statements of stockholders’ equity for the three and six months ended June 30, 2022 and 2021, and the condensed consolidated

statements of cash flows for the six months ended June 30, 2022 and 2021 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, 2022 are not necessarily indicative

of results to be expected for the year ending December 31, 2022 or for any future interim period.

The condensed consolidated balance

sheet at December 31, 2021 has been derived from audited financial statements;

however, it does not include all of the information and

notes required by U.S.

as of September 30, 2022, condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and

2021, condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2022 and 2021,

and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 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 nine months ended September

30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period.

The condensed consolidated balance sheet at December 31, 2021 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, 2021 and notes thereto included

in the Company’s annual report on Form 10-K, which was filed with the SEC on March 28, 2022.

The accompanying unaudited condensed

consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December

31, 2021 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 28, 2022.

accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP.

10 unchanged sentences

Accounting Policies

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 March 28, 2022.

Treasury Stock

Treasury stock is

recorded at cost and is presented as a reduction of stockholders’ equity.

accounting pronouncements

does not believe that any recently issued, but not yet effective accounting pronouncements, if currently adopted, would have an

effect on the Company’s condensed consolidated financial statements.

from the policies 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 March 28, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Company accounts for its leases under ASC 842, Leases .

Under this guidance, arrangements meeting the definition of a lease

are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right-of-use asset

and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s

incremental borrowing rate.

Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset

is amortized over the lease term.

For operating leases, interest on the lease liability and the amortization of the right-of-use asset

result in straight-line rent expense over the lease term.

For finance leases, interest on the lease liability and the amortization of

the right-of-use asset results in front-loaded expense over the lease term.

Variable lease expenses are recorded when incurred.

12 – Commitment and Contingencies .

stock is recorded at cost and is presented as a reduction of stockholders’ equity.

accounting pronouncements

does not believe that any recently issued, but not yet effective accounting pronouncements, if currently adopted, would have an effect

on the Company’s unaudited condensed consolidated financial statements.

Investments in Marketable Securities

realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and six months ended

June 30, 2022 and 2021, which are recorded as a component of gains and (losses) on marketable securities on the consolidated statements

realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and nine months ended

September 30, 2022 and 2021, which are recorded as a component of gains and (losses) on marketable securities on the consolidated statements

of operations, are as follows ($ in thousands):

Three Months Ended

Six Months Ended

September 30,

Realized (loss) gain

Unrealized (loss) gain

Unrealized loss

Dividend income

Short-term investments

following table presents the Company’s short-term investments at June 30, 2022 and December 31, 2021 ($ in thousands):

Investment in Hoth Therapeutics, Inc.

following table presents the Company’s short-term investments at September 30, 2022 and December 31, 2021 ($ in thousands):

September 30,

Investment in Hoth Therapeutics,

Investment in DatChat, Inc.

Investment in Vicinity Motor Corp.

change in the fair value of the short-term investments for the six months ended June 30, 2022 is summarized as follows:

Investment in Vicinity

change in the fair value of the short-term investments for the nine months ended September 30, 2022 is summarized as follows:

($ in thousands):

2 unchanged sentences

Change in fair value of investment

Realized gain recognized through sale of marketable securities

Realized gain recognized

through sale of marketable securities

Ending balance

2 unchanged sentences

in Hoth Therapeutics, Inc.

March 11, 2022, 1,130,701 shares of Hoth common stock were transferred to marketable securities account and were sold for net proceeds

March 11, 2022, 1,130,701 shares of Hoth common stock were transferred to the marketable securities account and were sold for net proceeds

of approximately $ 0.9 million.

following summarizes the Company investment in Hoth as of June 30, 2022 and December 31, 2021:

Security Name

August 17, 2022, 35,714 shares of Hoth common stock were transferred to marketable securities account.

following summarizes the Company investment in Hoth as of September 30, 2022 and December 31, 2021:

September 30,

Fair value as of

September 30,

(in thousands)

Security Name

December 31, 2021

as of December 31,

Fair value as of

December 31, 2021

1 unchanged sentence

in DatChat, Inc.

February 14, 2022, 357,916 shares (valued at $ 2.21 per share) of DatChat common stock were transferred to marketable securities account

February 14, 2022, 357,916 shares (valued at $ 2.21 per share) of DatChat common stock were transferred to the marketable securities account

and were sold for net proceeds of approximately $ 0.8 million.

1 unchanged sentence

October 25, 2021, the Company entered into a warrant agreement with Vicinity Motor Corp.

(“Vicinity”) that entitles the

Company to purchase up to 246,399 shares of Vicinity common stock at $ 5.10 per share.

(“Vicinity”) that entitles the Company

to purchase up to 246,399 shares of Vicinity common stock at $ 5.10 per share.

The warrant expires on October 25, 2024 .

fair value was determined using a Black-Scholes simulation.

The Company recorded the fair value of the Vicinity warrant of

approximately $ 89,000 and $ 0.4 million in the consolidated balance sheet as of June 30, 2022 and December 31, 2021, respectively,

reflecting the benefit received as part of its purchase of Vicinity common shares through its brokerage account.

investment in Vicinity was measured at approximately $ 0.6 million.

Gains or losses associated with changes in the fair value of

investments in Vicinity warrants are recognized as Change in fair value of investment on the consolidated statements of operations.

During the six months ended June 30, 2022, the Company recorded approximately $ 0.3 million of change in fair value of investment for

this investment.

The fair value

was determined using a Black-Scholes simulation.

The Company recorded the fair value of the Vicinity warrant of approximately $ 33,000

and $ 0.4 million in the consolidated balance sheet as of September 30, 2022 and December 31, 2021, respectively, reflecting the benefit

received as part of its purchase of Vicinity common shares through its brokerage account.

The initial investment in Vicinity was measured

at approximately $ 0.6 million.

Gains or losses associated with changes in the fair value of investments in Vicinity warrants are recognized

as Change in fair value of investment on the consolidated statements of operations.

During the nine months ended September 30, 2022,

the Company recorded approximately $ 0.4 million of change in fair value of investment for this investment.

following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

September 30,

Option term (in years)

1 unchanged sentence

Expected dividends

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Long-Term Investments

3 unchanged sentences

to adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

equity investments that are accounted for using the measurement alternative, the Company initially records equity investments at cost

1 unchanged sentence

the same or a similar investment with the same issuer or upon an impairment.

following table presents the Company’s other investments at June 30, 2022 and December 31, 2021 ($ in thousands):

following table presents the Company’s other investments at September 30, 2022 and December 31, 2021 ($ in thousands):

September 30,

Investment in Kerna Health Inc

Investment in Kaya Holding Corp

Investment in Kaya Now

Investment in Tevva Motors

12 unchanged sentences

Investment in Anduril

change in the value of the long-term investments for the six months ended June 30, 2022 is summarized as follows:

change in the value of the long-term investments for the nine months ended September 30, 2022 is summarized as follows:

($ in thousands):

1 unchanged sentence

Purchase of investments

Change in fair value of long-term investments

in fair value of long-term investments

Ending balance

in Kerna Health Inc

In May 2022, the Company purchased additional 400,000

shares of common stock of Kerna Health Inc, (“Kerna”) for approximately $ 1.1 million.

The investment in Kerna was valued at

$ 4.9 million as of June 30, 2022.

in Kaya Holding Corp

March 2, 2022, the Company purchased additional 3,375,000 shares of common stock of Kaya Holding Corp., (“Kaya”) for approximately

May 2022, the Company purchased additional 400,000 shares of common stock of Kerna Health Inc, (“Kerna”) for approximately

$ 1.1 million.

The Company recorded approximate $ 34,000 in unrealized gain on this investment during the six months ended June 30, 2022.

The investment in Kaya was valued at approximately $ 2.3 million as of June 30, 2022.

The investment in Kerna was valued at $ 4.9 million as of September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

in Kaya Now Inc (aka Kaya Holding Corp)

March 2, 2022, the Company purchased additional 3,375,000 shares of common stock of Kaya Now Inc., aka Kaya Holding Corp., (“Kaya”)

for approximately $ 0.6 million.

July 21, 2022, in consideration for extending the maturity date of the Kaya Now Promissory Note (See Note 7 – Notes Receivable )

to February 1, 2023, Kaya agreed to issue to the Company 1,000,000 shares at $ 0.2 per share of common stock.

Company recorded approximate $ 0.2 million in unrealized gain on this investment during the nine months ended September 30, 2022.

investment in Kaya was valued at approximately $ 2.5 million as of September 30, 2022.

in Tevva Motors

1 unchanged sentence

$ 58.0 per share.

Therefore, the Company recorded a $ 1.4 million unrealized gain on this investment during the six months ended June 30,

The investment in Tevva was valued at approximately $ 3.4 million as of June 30, 2022.

Therefore, the Company recorded a $ 1.4 million unrealized gain on this investment during the nine months ended September

The investment in Tevva was valued at approximately $ 3.4 million as of September 30, 2022.

in ASP Isotopes

investment in ASP Isotopes Inc.

was valued at $ 1.0 million as of June 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

August 2022, the Company purchased additional 100,000 shares of common stock of ASP Isotopes Inc.

(“ASP”) for $ 0.3 million.

The investment in ASP was valued at $ 1.3 million as of September 30, 2022.

in AerocarveUS Corporation

investment in AerocarveUS Corporation was valued at $ 1.0 million as of June 30, 2022.

investment in AerocarveUS Corporation was valued at $ 1.0 million as of September 30, 2022.

January 27, 2022, the Company entered into a securities purchase agreement (the “Qxpress Securities Purchase Agreement”)

2 unchanged sentences

for $ 1.0 million.

The investment in Qxpress was valued at $ 1.0 million as of June 30, 2022.

Investment in Masterclass

In March of 2022, the Company entered into a securities

purchase agreement (the “Masterclass Securities Purchase Agreement”) with Masterclass.

Under the Masterclass Securities Purchase

Agreement, the Company agreed to purchase 4,841 shares of common stock of Masterclass for approximately $ 0.2 million.

The investment in

Masterclass was valued at approximately $ 0.2 million as of June 30, 2022.

Investment in Kraken

In March of 2022, the Company entered into a securities

purchase agreement (the “Kraken Securities Purchase Agreement”) with Kraken.

Under the Kraken Securities Purchase Agreement,

the Company agreed to purchase a total of 8,409 shares of common stock of Kraken for approximately $ 0.5 million.

The investment in Kraken

was valued at approximately $ 0.5 million as of June 30, 2022.

The investment in Qxpress was valued at $ 1.0 million as of September 30, 2022.

in Masterclass

March of 2022, the Company entered into a securities purchase agreement (the “Masterclass Securities Purchase Agreement”)

with Masterclass.

Under the Masterclass Securities Purchase Agreement, the Company agreed to purchase 4,841 shares of common stock of

Masterclass for approximately $ 0.2 million.

The investment in Masterclass was valued at approximately $ 0.2 million as of September 30,

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

March of 2022, the Company entered into a securities purchase agreement (the “Kraken Securities Purchase Agreement”) with

Under the Kraken Securities Purchase Agreement, the Company agreed to purchase a total of 8,409 shares of common stock of Kraken

for approximately $ 0.5 million.

In August 2022, the Company entered into a common stock transfer agreement with a private seller to purchase

3,723 shares of Kraken for approximately $ 0.1 million.

The investment in Kraken was valued at approximately $ 0.6 million as of September

in Epic Games

On March 22, 2022, the Company entered into a securities purchase agreement

(the “Epic Games Securities Purchase Agreement”) with Epic Games.

Under the Epic Games Securities Purchase Agreement, the

Company agreed to purchase an aggregate of 901 shares of common stock of Epic Games for a total $ 1.5 million.

In April 2022, the Company

invested an additional $ 2 M for the purchase of additional shares of common stock of Epic Games.

The investment in Epic Games was valued

at $ 3.5 million as of June 30, 2022.

March 22, 2022, the Company entered into a securities purchase agreement (the “Epic Games Securities Purchase Agreement”)

with Epic Games.

Under the Epic Games Securities Purchase Agreement, the Company agreed to purchase an aggregate of 901 shares of common

stock of Epic Games for a total $ 1.5 million.

In April 2022, the Company invested an additional $ 2 million for the purchase of additional

shares of common stock of Epic Games.

The investment in Epic Games was valued at $ 3.5 million as of September 30, 2022.

March 23, 2022, the Company entered into a securities purchase agreement (the “Tesspay Securities Purchase Agreement”) with

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Therefore, the Company recorded $ 10,000

in unrealized gain on this investment during the six months ended June 30, 2022.

in unrealized gain on this investment during the nine months ended September 30, 2022.

The investment in Tesspay was valued at approximately

$ 1.3 million as of June 30, 2022.

On March 30, 2022, the Company entered into a securities purchase agreement

(the “SpaceX Securities Purchase Agreement”) with SpaceX, under which the company agreed to purchase shares of common stock

of SpaceX for $1.5M.

In April 2022, the Company invested an additional $2M for the purchase of additional shares of common stock of SpaceX.

The investment in SpaceX was valued at $ 3.5 million as of June 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

$ 1.3 million as of September 30, 2022.

March 30, 2022, the Company entered into a securities purchase agreement (the “SpaceX Securities Purchase Agreement”) with

SpaceX, under which the company agreed to purchase shares of common stock of SpaceX for $1.5 million.

In April 2022, the Company invested

an additional $2 million for the purchase of additional shares of common stock of SpaceX.

The investment in SpaceX was valued at $ 3.5

million as of September 30, 2022.

in Databricks

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stock of Databricks for a total $ 1.2 million.

The investment in Databricks was valued at $ 1.2 million as of June 30, 2022.

The investment in Databricks was valued at $ 1.2 million as of September 30, 2022.

in Discord, Inc.

5 unchanged sentences

The investment in Discord

was valued at $ 0.5 million as of June 30, 2022.

was valued at $ 0.5 million as of September 30, 2022.

in Thrasio, LLC

5 unchanged sentences

The investment in Thrasio was valued

at $ 0.3 million as of June 30, 2022.

at $ 0.3 million as of September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

in Automation Anywhere, Inc.

5 unchanged sentences

The investment

in Automation Anywhere was valued at $ 0.5 million as of June 30, 2022.

in Automation Anywhere was valued at $ 0.5 million as of September 30, 2022.

in Anduril Industries, Inc.

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shares of common stock of Anduril for approximately $ 0.5 million.

The investment in Anduril was valued at $ 0.5 million as of June 30,

The investment in Anduril was valued at $ 0.5 million as of September

Notes Receivable

following table presents the Company’s notes receivable at June 30, 2022 ($ in thousands):

Maturity Date

Stated Interest Rate

Principal Amount

Interest Receivable

Shor-term convertible notes receivable

Convergent Investment

Nano Innovations Inc Investment

following table presents the Company’s notes receivable at September 30, 2022 ($ in thousands):

Interest Rate

Shor-term convertible

notes receivable

Nano Innovations Inc

Short-term notes receivable

Jeffrey Cooper Investment

Raefan Industries LLC Investment

Kaya Now Investment

Raefan Industries LLC

Now Investment

Long-term notes receivable

American Innovative Robotics Investment

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Company recorded an interest income receivable of approximately $ 0.2 million on the Convergent Convertible Note as of June 30, 2022.

Innovative Robotics Investment

Company recorded an interest income receivable of approximately $ 0.3 million on the Convergent Convertible Note as of September 30, 2022.

Jeffrey Cooper Investment

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recorded an interest income receivable of approximately $ 0.2 million on the Mr.

Jeffrey Cooper Promissory Note as of June 30, 2022.

Industries LLC Investment

Company recorded an interest income receivable of approximately $ 88,000 on the Raefan Industries Promissory Note as of June 30, 2022.

Bag Inc Investment

Company recorded an interest income receivable of approximately $ 63,000 on the Slinger Bag Convertible Note as of June 17, 2022.

17, 2022, the Company received 558,659 shares of common stock of Connexa Sports Technologies Inc (also known as Slinger Bag) as a result

of conversion of principal and accrued interest on the Slinger Bag Convertible Note.

All the 558,659 shares of common stock of Connexa

Sports received were transferred to marketable securities account.

Now Investment

Jeffrey Cooper Promissory Note as of September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Raefan Industries LLC Investment

The Company recorded an interest income receivable

of approximately $ 0.1 million on the Raefan Industries Promissory Note as of September 30, 2022.

Slinger Bag Inc Investment

The Company recorded an interest income receivable

of approximately $ 63,000 on the Slinger Bag Convertible Note as of June 17, 2022.

On June 17, 2022, the Company received 558,659 shares

of common stock of Connexa Sports Technologies Inc (also known as Slinger Bag) as a result of conversion of principal and accrued interest

on the Slinger Bag Convertible Note.

All the 558,659 shares of common stock of Connexa Sports received were transferred to marketable

securities account.

Nano Innovations Inc Investment

The Company recorded an interest income receivable

of approximately $ 57,000 on the Nano Convertible Note as of September 30, 2022.

Kaya Now Investment

On April 5, 2022, the Company purchased an 8 %

promissory note (“Kaya Now Promissory Note”) issued by Kaya Now Inc (“Kaya Now”) in the principal amount of $ 0.5 million

promissory note (“Kaya Now Promissory Note”) issued by Kaya Now Inc (“Kaya”) in the principal amount of $ 0.5 million

pursuant to a Note Purchase Agreement with Kaya Now.

The Company paid a purchase price for the Kaya Now Promissory Note of $ 0.5 million.

The Company will receive interest on the Kaya Now Promissory Note at the rate of 8 % per annum payable upon conversion or maturity

of the Kaya Now Promissory Note.

The Company will receive interest on the Kaya Now Promissory Note at the rate of 8 % per annum payable upon conversion or maturity of the

Kaya Now Promissory Note.

The Kaya Now Promissory Note shall mature on February 1, 2023 .

Company recorded an interest income receivable of approximately $ 0.1 million on the Kaya Now Promissory Note as of June 30, 2022.

Innovative Robotics Investment

April 1, 2022, the Company purchased an 8 % promissory note (“Robotics Promissory Note”) issued by American Innovative

Robotics, LLC (“Robotics”) in the principal amount of $ 1.1 million pursuant to a Note Purchase Agreement with Robotics.

The Company paid a purchase price for the Robotics Promissory Note of $ 1.1 million.

The Company will receive interest on the Robotics

Promissory Note at the rate of 8 % per annum payable every three months starting from July 1, 2022.

The Robotics Promissory Note

shall mature on April 1, 2027 .

Company recorded an interest income receivable of approximately $ 20,000 on the Robotics Promissory Note as of June 30, 2022.

Fair Value of Financial Assets and Liabilities

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.

On July 21, 2022, the Company and Kaya executed

an amendment of the Kaya Now Promissory Note (“Amendment”) such that the Kaya Now Promissory Note shall mature on February

In consideration of the Amendment, Kaya has agreed to issue to the Company 1,000,000 additional shares at $ 0.2 per share of Kaya’s

common stock.

Under the amendment, interest on the Note during the extended term shall be paid on October 1, 2022 and January 1, 2023

at the rate of 8 % per annum.

The Company recorded an interest income of approximately

$ 20,000 on the Kaya Now Promissory Note as of September 30, 2022.

American Innovative Robotics Investment

On April 1, 2022, the Company purchased an 8 %

promissory note (“Robotics Promissory Note”) issued by American Innovative Robotics, LLC (“Robotics”) in the principal

amount of $ 1.1 million pursuant to a Note Purchase Agreement with Robotics.

The Company paid a purchase price for the Robotics Promissory

Note of $ 1.1 million.

The Company will receive interest on the Robotics Promissory Note at the rate of 8 % per annum payable every three

months starting from July 1, 2022.

The Robotics Promissory Note shall mature on April 1, 2027 .

The Company recorded an interest income of approximately

$ 45,000 on the Robotics Promissory Note as of September 30, 2022.

Fair Value of Financial Assets and

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.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Company uses three levels of inputs that may be used to measure fair value:

1 - quoted prices in active markets for identical assets or liabilities

2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market

Unobservable inputs require significant management judgment or estimation.

In some cases, the inputs used to measure an

asset or liability may fall into different levels of the fair value hierarchy.

In those instances, the fair value measurement is required

to be classified using the lowest level of input that is significant to the fair value measurement.

Such determination requires significant

management judgment.

following table presents the Company’s assets and liabilities that are measured at fair value at June 30, 2022 and December 31,

2021 ($ in thousands):

Fair value measured at June 30, 2022

Quoted prices

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)

Observable inputs are based on market data obtained

from independent sources, while unobservable inputs are based on the Company’s market assumptions.

Unobservable inputs require significant

management judgment or estimation.

In some cases, the inputs used to measure an asset or liability may fall into different levels of the

fair value hierarchy.

In those instances, the fair value measurement is required to be classified using the lowest level of input that

is significant to the fair value measurement.

Such determination requires significant management judgment.

The following table presents the Company’s

assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021 ($ in thousands):

Fair value measured at September 30, 2022

Total at September 30,

Quoted prices in active

Significant other

observable inputs

Significant unobservable

Marketable securities:

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Fair value measured at December 31, 2021

Quoted prices

Total at December 31,

Quoted prices in active

Significant other

observable inputs

Significant unobservable

Marketable securities:

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Conversion of note receivable to marketable securities

Short-term notes receivable at fair value at June 30, 2022

Short-term notes receivable at fair value at September 30, 2022

Long-term notes receivable at fair value at December 31, 2021

Purchase of notes receivable

Long-term notes receivable at fair value at June 30, 2022

Long-term notes receivable at fair value at September 30, 2022

Short-term investment at December 31, 2021

Change in fair value of investment

Short-term investment at June 30, 2022

Short-term investment at September 30, 2022

Long term and Short-term Note Receivable

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Convergent Investment

As of June 30, 2022, the fair value of the Convergent

Convertible Note was measured at $ 2.2 million, taking into consideration cost of the investment, market participant inputs, market conditions,

liquidity, operating results and other qualitative and quantitative factors.

No change in fair value for principal was recorded during

the six months ended June 30, 2022.

Jeffrey Cooper Investment

As of June 30, 2022, the fair value of the Mr.

Jeffrey Cooper Promissory Note was measured at approximately $ 2.9 million, taking into consideration cost of the investment, market participant

inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors.

As of September 30, 2022, the fair value of the

Convergent Convertible Note was measured at $ 2.3 million, taking into consideration cost of the investment, market participant inputs,

market conditions, liquidity, operating results and other qualitative and quantitative factors.

No change in fair value for principal

was recorded during the six months ended June 30, 2022.

was recorded during the nine months ended September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Jeffrey Cooper Investment

As of September 30, 2022, the fair value of the

Jeffrey Cooper Promissory Note was measured at approximately $ 3.0 million, taking into consideration cost of the investment, market

participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors.

No change in fair

value for principal was recorded during the nine months ended September 30, 2022.

Raefan Industries LLC Investment

As of June 30, 2022, the fair value of the Raefan

Industries Promissory Note was measured at approximately $ 2.0 million, taking into consideration cost of the investment, market participant

inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors.

No change in fair value for principal

was recorded during the six months ended June 30, 2022.

As of September 30, 2022, the fair value of the

Raefan Industries Promissory Note was measured at approximately $ 2.1 million, taking into consideration cost of the investment, market

participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors.

No change in fair

value for principal was recorded during the nine months ended September 30, 2022.

Slinger Bag Inc Investment

The Company recorded an interest income receivable

of approximately $ 63,000 on the Slinger Bag Convertible Note as of June 17, 2022.

On June 17, 2022, the Company received 558,659 shares

of common stock of Connexa Sports Technologies Inc (also known as Slinger Bag) as a result of conversion of principal and accrued interest

on the Slinger Bag Convertible Note.

All the 558,659 shares of common stock of Connexa Sports received were transferred to marketable

securities account.

As of September 30, 2022, the fair value of the

Slinger Bag Convertible Note was measured at $ 0 .

Nano Innovations Inc Investment

As of June 30, 2022, the fair value of the Nano

Convertible Note was measured at approximately $ 0.8 million, taking into consideration cost of the investment, market participant inputs,

market conditions, liquidity, operating results and other qualitative and quantitative factors.

As of September 30, 2022, the fair value of the

Nano Convertible Note was measured at approximately $ 0.8 million, taking into consideration cost of the investment, market participant

inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors.

No change in fair value for principal

was recorded during the six months ended June 30, 2022.

was recorded during the nine months ended September 30, 2022.

The Company believes that the fair value of the

warrant of Nano is immaterial.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Kaya Now Investment

As of June 30, 2022, the fair value of the Kaya

Now Promissory Note was measured at $ 0.5 million, taking into consideration cost of the investment, market participant inputs, market

On July 21, 2022, the Company and Kaya executed

an amendment of the Kaya Now Promissory Note (“Amendment”) such that the Kaya Now Promissory Note shall mature on February

In consideration of the Amendment, Kaya has agreed to issue to the Company 1,000,000 additional shares at 20 cents per share

of Kaya’s common stock.

Under the amendment, interest on the Note during the extended term shall be paid on October 1, 2022 and

January 1, 2023 at the rate of 8% per annum.

As of September 30, 2022, the fair value of the

Kaya Now Promissory Note was measured at $ 0.5 million, taking into consideration cost of the investment, market participant inputs, market

conditions, liquidity, operating results and other qualitative and quantitative factors.

No change in fair value for principal was recorded

during the six months ended June 30, 2022.

during the nine months ended September 30, 2022.

The Company believes that the fair value of the

warrant of Kaya Now is immaterial.

warrant of Kaya is immaterial.

American Innovative Robotics Investment

As of June 30, 2022, the fair value of the Slinger

Bag Convertible Note was measured at $ 1.1 million, taking into consideration cost of the investment, market participant inputs, market

As of September 30, 2022, the fair value of the

Robotics Promissory Note was measured at $ 1.1 million, taking into consideration cost of the investment, market participant inputs, market

conditions, liquidity, operating results and other qualitative and quantitative factors.

No change in fair value for principal was recorded

during the six months ended June 30, 2022.

during the nine months ended September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Net Loss per Share Attributable to

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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, 2022

potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at September 30, 2022

and 2021 are as follows:

As of June 30,

As of September 30,

Convertible preferred stock

4 unchanged sentences

Preferred Stock

On February 24, 2022, the Company entered into a Securities

Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant

to which the Company agreed to issue and sell, in concurrent registered direct offerings (the “Offerings”), (i) 11,000 shares

of the Company’s Series O Redeemable Convertible Preferred Stock, par value $ 0.001 per share (the “Series O Preferred Stock”),

and (ii) 11,000 shares of the Company’s Series P Redeemable Convertible Preferred Stock, par value $ 0.001 per share (the “Series

P Preferred Stock” and together with the Series O Preferred Stock, the “Preferred Stock”), in each case, at an offering

price of $ 952.38 per share, representing a 5 % original issue discount to the stated value of $ 1,000 per share of Preferred Stock, for

gross proceeds of each Offering of $ 10,476,180 , or approximately $ 21.0 million in the aggregate for the Offerings, before the deduction

of the placement agent’s fee and offering expenses.

The shares of Series O Preferred Stock will have a stated value of $ 1,000 per

share and will be convertible, at a conversion price of $ 1.00 per share, into 11,000,000 shares of common stock (subject in certain circumstances

to adjustments).

The shares of Series P Preferred Stock will have a stated value of $ 1,000 per share and will be convertible, at a conversion

price of $ 1.00 per share, into 11,000,000 shares of common stock (subject in certain circumstances to adjustments).

The Series O Preferred

Stock and the Series P Preferred Stock are being offered by the Company pursuant to a registration statement on Form S-3 (File No.

(the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”).

Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.

closing of the Offerings occurred on March 2, 2022.

In connection with this transaction, the Company received net proceeds of $ 21.0 million,

which was deposited in an escrow account.

On February 24, 2022, the Company entered into

a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”),

pursuant to which the Company agreed to issue and sell, in concurrent registered direct offerings (the “Offerings”), (i) 11,000

shares of the Company’s Series O Redeemable Convertible Preferred Stock, par value $ 0.001 per share (the “Series O Preferred

Stock”), and (ii) 11,000 shares of the Company’s Series P Redeemable Convertible Preferred Stock, par value $ 0.001 per share

(the “Series P Preferred Stock” and together with the Series O Preferred Stock, the “Preferred Stock”), in each

case, at an offering price of $ 952.38 per share, representing a 5 % original issue discount to the stated value of $ 1,000 per share of

Preferred Stock, for gross proceeds of each Offering of $ 10,476,180 , or approximately $ 21.0 million in the aggregate for the Offerings,

before the deduction of the placement agent’s fee and offering expenses.

The shares of Series O Preferred Stock will have a stated

value of $ 1,000 per share and will be convertible, at a conversion price of $ 1.00 per share, into 11,000,000 shares of common stock (subject

in certain circumstances to adjustments).

The shares of Series P Preferred Stock will have a stated value of $ 1,000 per share and will

be convertible, at a conversion price of $ 1.00 per share, into 11,000,000 shares of common stock (subject in certain circumstances to

adjustments).

The Series O Preferred Stock and the Series P Preferred Stock are being offered by the Company pursuant to a registration

statement on Form S-3 (File No.

333-238172) (the “Registration Statement”) filed under the Securities Act of 1933, as amended

(the “Securities Act”).

The Purchase Agreement contains customary representations, warranties and agreements by the Company

and customary conditions to closing.

The closing of the Offerings occurred on March 2, 2022.

In connection with this transaction, the

Company received net proceeds of $ 21.0 million, which was deposited in an escrow account.

In connection with the Offerings, the Company

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with FASB Accounting Standards Codification (“ASC”) 815.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Redemption Rights

8 unchanged sentences

solely within the Company’s control.

During the second quarter of 2022, the Company redeemed for

cash at a price equal to 105% of the $1,000 stated value per share all of its 11,000 outstanding shares of Series

O Preferred Stock and its 11,000 Series P Preferred Stock.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

During the second quarter of 2022, the Company

redeemed for cash at a price equal to 105% of the $1,000 stated value per share all of its 11,000 outstanding shares of Series O Preferred

Stock and its 11,000 Series P Preferred Stock.

The total redemption amount was $ 23.1 million.

As a result, all shares

of the Series O Preferred Stock and Series P Preferred Stock have been retired and are no longer outstanding.

During the six months ended June 30, 2022, the

Company recognized approximately $ 3.0 in deemed dividends related to the Preferred Stock in the condensed consolidated statements of operations

and the condensed consolidated statements of changes in redeemable preferred stock and stockholders’ equity.

As a result, all shares of the Series O

Preferred Stock and Series P Preferred Stock have been retired and are no longer outstanding.

During the nine months ended September 30, 2022,

the Company recognized approximately $ 4.1 in deemed dividends related to the Preferred Stock in the condensed consolidated statements

of operations and the unaudited condensed consolidated statements of changes in redeemable preferred stock and stockholders’ equity.

Stockholders’ Equity

4 unchanged sentences

The Company cancelled 22,812 shares received on January 1, 2022.

During the nine months ended September 30, 2022, the Company issued an aggregate of 238,244 shares of the Company’s common

stock to members of the Company’s Board and an employee for services rendered.

Treasury Stock

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Repurchase Program in an amount of up to three million dollars.

During the second quarter of 2022, the Company repurchased 242,902 shares

at a cost of approximately $ 1.5 million or $ 6.12 per share through marketable securities account under the Share Buyback Program.

Company records treasury stock using the cost method.

A summary of warrant activity for the six months

ended June 30, 2022 is presented below:

Weighted Average Exercise Price

During the nine months ended September 30, 2022, the Company repurchased

344,982 shares at a cost of approximately $ 2.2 million or $ 6.48 per share through marketable securities account under the Share Buyback

The Company records treasury stock using the cost method.

A summary of warrant activity for the nine months

ended September 30, 2022, is presented below:

Weighted Average

Exercise Price

Total Intrinsic Value

Weighted Average Remaining Contractual Life

Weighted Average

Remaining Contractual

Outstanding as of December 31, 2021

Outstanding as of June 30, 2022

Outstanding as of September 30, 2022

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Restricted Stock Awards

A summary of restricted stock awards activity

for the nine months ended September 30, 2022, is presented below:

Number of Restricted

Weighted Average

Grant Day Fair Value

Nonvested at December 31, 2021

Nonvested at September 30, 2022

As of September 30, 2022, approximately $ 24,000 of

unrecognized stock-based compensation expense was related to restricted stock awards.

The weighted average remaining contractual terms

of unvested restricted stock awards was approximately 0.25 years at September 30, 2022.

Stock Options

A summary of stock option activity for the six

months ended June 30, 2022 is presented below:

A summary of stock option activity for the nine

months ended September 30, 2022 is presented below:

Number of Shares

Weighted Average Exercise Price

Weighted Average

Exercise Price

Total Intrinsic Value

Weighted Average Remaining Contractual Life (in years)

Weighted Average

Remaining Contractual

Life (in years)

Outstanding as of December 31, 2021

Employee options granted

Outstanding as of June 30, 2022

Employee options forfeited

Employee options expired

Outstanding as of September 30, 2022

Options vested and exercisable

Stock-based compensation associated with the amortization

of stock option expense was approximately $ 0.1 million for the three months ended June 30, 2022 and 2021.

Stock-based compensation associated

with the amortization of stock option expense was approximately $ 0.1 million and $ 0.2 million for the six months ended June 30, 2022 and

2021, respectively.

of stock option expense was approximately $ 40,000 and $ 0.2 million for the nine months ended September 30, 2022 and 2021, respectively.

All stock compensation was recorded as a component of general and administrative expenses.

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Other than ordinary routine litigation incidental to the business, we know of no material, active or pending legal proceedings against

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

Risks and Uncertainties - COVID-19

10 unchanged sentences

result from the outcome of this uncertainty.

On December 1, 2021, the Company entered into a Lease

Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company.

Under the Company’s

Lease, the Company will rent a portion of the twenty-second floor at 725 Fifth Avenue, New York, New York (the “22 nd

Floor Premises”).

The Company plans to use the 22 nd Floor Premises to run its day-to-day operations.

The initial term

of the Company’s Lease is seven (7) years commencing on July 11, 2022 (“Commencement Date).

Under the Company’s Lease,

the Company will pay monthly rent, commencing on January 11, 2023, equal to twelve-thousand, eight hundred and seventy-four dollars.

for the sixth and seventh years of the Company’s Lease, the rent shall increase to thirteen-thousand, five hundred and two dollars

The Company took possession of the Lease on the Commencement Date.

The tables below represent the Company’s lease

assets and liabilities as of September 30, 2022:

September 30,

Operating lease right-of-use-assets

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

The following

tables summarize quantitative information about the Company’s operating leases, under the adoption of ASC Topic 842 , Leases :

September 30,

Weighted-average remaining lease term – operating leases (in years)

Weighted-average discount rate – operating leases

During the nine months

ended September 30, 2022, the Company recorded approximately $ 71,000 as lease expense to current period operations.

Ended September 30,

Operating leases

Operating lease cost

Variable lease cost

Operating lease expense

Short-term lease rent expense

Net rent expense

Supplemental cash flow information related to

leases were as follows:

September 30,

Operating cash flows - operating leases

Right-of-use assets obtained in exchange for operating lease liabilities

As of September 30, 2022,

future minimum payments during the next five years and thereafter are as follows:

Remaining Period Ended December 31, 2022

Year Ended December 31, 2023

Year Ended December 31, 2024

Year Ended December 31, 2025

Year Ended December 31, 2026

Less present value discount

Operating lease liabilities

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

License agreements

On April 13, 2020, the Company entered into a

License Agreement (the “License Agreement”) with University of Maryland (“UM”) pursuant to which UM granted the

Company an exclusive, worldwide, royalty bearing license to certain intellectual property to, among other things, discover, develop, make,

have made, use and sell certain licensed products and sell, use and practice certain licensed services with respect to cancer.

During the nine months ended September 30, 2022,

the Company paid approximately $ 0.5 million of additional license fees to UM.

Subsequent events

As of August 1, 2022 Anthony Hayes divested all shares of common

stock that he owed in Revere Securities LLC.

On July 22, 2022, Carlos Aldavero entered into an employment agreement with the Company

(the “Employment Agreement”).

The Employment Agreement provides for payment of an annual base salary of $ 450,000.00 to

Aldavero, to be paid in equal semi-monthly or bi-weekly installments, a cash signing bonus of $ 213,000.00 , and an annual cash

bonus in an amount determined by the Board in its discretion if the Company meets or exceeds criteria adopted by the Board.

On July 21, 2022, the Company and Kaya Now Inc.

executed an amendment of the Kaya Now Promissory Note (“Amendment”) such that

the Kaya Now Promissory Note shall mature on February 1, 2023.

In consideration of the Amendment, Kaya Now has agreed to issue to the

Company 1,000,000 additional shares at 20 cents per share of Kaya Now’s common stock.

Under the amendment, interest on the Note

during the extended term shall be paid on October 1, 2022 and January 1, 2023 at the rate of 8% per annum.

On August 10, 2022 we agreed to extend the term of

our employment agreement with our chief executive officer, Anthony Hayes, for an additional five years, renewable thereafter for one year

increments on 6 months notice.

Dominari’s Lease of Office Space at Trump

Tower New York

On September 23, 2022, Dominari entered into a

Lease Agreement (“Dominari’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company.

Under Dominari’s

Lease, Dominari will rent a portion of a floor at 725 Fifth Avenue, New York, New York (the “Premises”).

Dominari plans to

use the Premises to run its day-to-day operations.

The initial term of Dominari’s Lease is seven (7) years commencing on the date

that possession of the Premises is delivered to Dominari.

Under Dominari’s Lease, Dominari will pay rent equal to forty-nine thousand

three hundred and sixty-eight dollars per month.

Effective for the sixth and seventh years of Dominari’s Lease, the rent shall increase

to fifty-one thousand eight hundred and sixty-eight dollars per month.

The Company anticipates that it will take possession of Dominari’s

Lease in 2023.

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-Q

Item 1. Financial Statements