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AIkido Pharma Inc.

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.

Our innovative

therapeutic drug pipeline is 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.

Our oncology therapeutics include treatments for

pancreatic cancer, acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL).

The Company is also developing a broad-spectrum

antiviral platform, in which the lead compounds have activity against multiple viruses including Influenza virus, Ebolavirus and Marburg

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

As a result of the Company’s biotechnology

research and development and associated investments and acquisitions, our business portfolio now focuses on the treatment of three different

cancers and multiple types of viral infections.

Our pancreatic drug candidate, DHA-dFdC, developed at and licensed from the University

of Texas at Austin, is a new compound that we hope will become the next generation of chemotherapy treatment for advanced pancreatic

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.

Our 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.

Our 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.

In addition, we are constantly seeking to grow

our pipeline of treatments in oncology indications.

For example, in January 2021, the Company invested in Convergent Therapeutics, Inc.,

which has exclusive rights to technology related to next-generation dual-action peptide receptor radionuclide therapy (“PRRT”)

for prostate cancer covered by multiple issued U.S.

and foreign patents.

Convergent is currently conducting advanced human trials relating

to prostate cancer treatments utilizing PRRT that targets the prostate-specific membrane antigen (“PSMA”) present on prostate

cancer cells.

A phase I clinical trial on the next-generation dual-action PRRT we licensed is also currently underway.

The technology

was developed under the direction of Dr.

Neil Bander, Professor of Urologic Oncology at Weill Cornell Medicine.

Additionally, on January 6, 2021 the Company

announced that it entered into an exclusive patent license agreement with Silo Pharma Inc.

(“Silo Pharma”) pursuant to which

Silo Pharma granted the Company a worldwide exclusive, sublicensable, royalty-bearing license to certain Silo Pharma owned provisional

patent applications directed to the use of psilocybin in cancer treatment, and any patents issuing therefrom, including all continuations,

continuations-in-part, divisions, extensions, substitutions, reissues, re-examinations, and any applications and all patents issuing

from any applications and patents that claim domestic benefit or foreign priority to the provisional patent applications.

is for “Field of Use” (as defined in the exclusive patent license agreement) of “treatment of cancer and symptoms caused

by cancer, including but not limited to pain, nausea, neuroinflammation, brain and neural dysfunction, depression, seizures, confusion,

dizziness, numbness/tingling, dysfunction of the senses and all other symptoms that are caused by cancer of any type.”

O ur Drugs in Development

DHA-dFdC from the University of Texas at Austin

DHA-dFdC (4-(N)-Docosahexaenoyl 2´, 2´-Difluorodeoxycytidine)

is patented technology licensed to the Company from the University of Texas at Austin.

DHA-dFdC is a new compound we believe may become

the next generation of second-line chemotherapy treatment for advanced pancreatic cancer.

DHA-dFdC is designed to overcome tumor cell

resistance to current chemotherapeutic drugs and is well tolerated in preclinical toxicity tests.

Preclinical studies, referenced in

subsection DHA-dFdC Published Data below, have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth (up

to 100,000-fold more potent that gemcitabine, a current standard therapy;

for example, the IC 50 value of DHA-dFdC is more

than 100,000-fold smaller than gemcitabine), targets pancreatic tissue and has demonstrated activities against other cancer cell lines,

including leukemia, lung and melanoma.

According to the Hirshberg Foundation for Pancreatic

Research, pancreatic cancer has the highest mortality rate of all major cancers.

It is currently the 3rd leading cause of cancer-related

death in the United States after lung and colon cancer.

The Hirschberg Foundation for Pancreatic Cancer estimated in January 2021 that

60,430 Americans would be diagnosed with pancreatic cancer, and more than 48,220 would die from the disease.

For all stages combined,

the 5-year relative survival rate is 10%.

Even for the small percentage of people diagnosed with local disease, the 5-year survival is

The majority of patients are diagnosed at a distant stage, for which the 5-year survival is 3%.

Pancreatic cancer is one of the few cancers for

which survival has not improved substantially over nearly 40 years.

Treatment options for pancreatic cancer include surgery, radiation

therapy and chemotherapy, which extend survival or relieve symptoms, but seldom produce a cure.

Surgical removal of the tumor is possible

in less than 20% of patients diagnosed with pancreatic cancer because detection is often in late stages and has spread beyond the pancreas.

The current state of the art chemotherapy treatment is gemcitabine, Folfirinox cocktail or gemcitabine in combination with Abraxane.

The University of Texas at Austin has identified

a new drug, DHA-dFdC, that has shown positive results in vivo (see publications listed below), inhibiting pancreatic tumor growth in

clinically relevant transgenic mouse models.

In preclinical studies, DHA-dFdC has:

pancreatic cancer cell growth (up to 100,000-fold more potent that gemcitabine, a current

standard therapy);

pancreatic tumors;

overcome tumor cell resistance to current chemotherapeutic drugs;

well tolerated in preclinical toxicity test;

demonstrated activities against other cancers (e.g.

leukemia, lung, melanoma);

stimulate immunogenic cell death to activate host antitumor immunity.

Foundation for Pancreatic Cancer Research

DHA-dFdC Technology Summary

DHA-dFdC is a conjugate molecule containing gemcitabine

linked to a fatty acid called docosahexaenoic acid (DHA).

The chemical structure is shown in the following diagram:

The DHA structure is illustrated above the dashed

line in the graphic above and the gemcitabine structure is illustrated below the dashed line.

The DHA-dFdC published data indicates that

DHA-dFdC was more effective than gemcitabine alone in killing cancer cells in vitro and in vivo in clinically relevant transgenic mouse

In addition, conjugation of gemcitabine with fatty acids other than DHA did not increase effectiveness over gemcitabine.

In collaboration with our contract manufacturing

organization, Parimer Scientific, we are currently optimizing the manufacturing procedure for DHA-dFdC.

We have now successfully replicated

the synthesis as reported in the literature with satisfactory purity.

We have also developed a new procedure for producing large-scale

quantities of the key chemical intermediate in the synthesis.

We are currently optimizing the procedure to ensure that DHA-dFdC can be

produced on the same scale as the intermediate.

Once we confirm successful large-scale production, we plan to begin DHA-dFdC formulation

development, which will require limited animal testing to determine proper dosage and will require us to engage a contract research organization

for the purpose of such animal testing.

DHA-dFdC Published Data

The science behind DHA-dFdC has been published

in the following peer-reviewed scientific journals:

(2016) Synthesis, characterization, and in vitro and in vivo evaluations of

4-(N)-docosahexaenoyl 2 ́, 2 ́- difluorodeoxycytidine with potent and broad-spectrum

antitumor activity, NeoPlasia 18:

(2017) Preclinical evaluation of the short-term toxicity of 4-(N)-docosahexaenoyl

2 ́, 2 ́- difluorodeoxycytidine (DHA-dFdC), Pharm.

(2019) A solid lipid nanoparticle formulation of 4-(N)-docosahexaenoyl 2 ́,

2 ́- difluorodeoxycytidine with increased solubility, stability, and antitumor activity,

(2020) Effect of a Solid Lipid Nanoparticle Formulation on the Bioavailability of

4-(N)-Docosahexaenoyl 2 ́, 2 ́- Difluorodeoxycytidine After Oral Administration, AAPS

PharmSciTech 21:77 .

Portions of the published date also indicate

the following:

drug unexpectedly concentrates itself in the pancreas relative to other organs.

significantly increases the lifespan of mice with pancreatic cancer in either mice predisposed

to develop the cancer, or into which human pancreatic cancer has been injected.

significantly decreases the growth of pancreatic tumors in mice, better than gemcitabine,

the current standard of care.

oral formulation using lipid nanoparticles is highly effective and stable and has outstanding

bioavailability.

DHA-dFdC Patent Coverage

DHA-dFdC is covered by one issued patent on the

drug itself and there is one application relating to the oral formulation, as listed in the following table:

PCT/US2015013454, filed

1/29/2015, the National Stage Entry of App.

15/115,393, filed 7/29/2016

Nucleobase Analogue Derivatives and Their Applications

11,219,633, issued

1/11/22 from App.

16/576,127, filed 9/19/2019 as continuation of App.

15/115,393, filed 7/29/2016

Nucleobase Analogue Derivatives and Their Applications

10,463,684, issued

11/5/2019 from App.

15/115,393, filed 7/29/2016

Nucleobase Analogue Derivatives and Their Applications

filed 12/1/2021 as continuation of App.

16/576,127, filed 9/19/2019

Nucleobase Analogue Derivatives and Their Applications

PCT/US2020036603, filed

Lipid Nanoparticles Containing Pharmaceutical and/or Nutraceutical agents

and methods thereof

filed 6/8/2020

Lipid Nanoparticles Containing Pharmaceutical and/or Nutraceutical agents

and methods thereof

Pursuant to the Patent License Agreement between

the Company and the University of Texas, as amended, the patents listed above have been exclusively licensed to the Company for commercial

development worldwide, in all fields, along with all future patent applications that are entitled to claim priority from the listed patents,

and all patents that issue from such applications (See also the Licenses section below).

Broad Spectrum Antiviral Platform from University

of Maryland, Baltimore

Scientists at UMB have discovered that the SKI

complex present in all mammalian cells, including human cells, is a broad-spectrum, host-directed, antiviral drug target.* Using computer

modeling technology and database screening, the scientists identified binding pockets on the SKI complex structure and designed compounds

predicted to bind to the pockets.

Tests of the designed compounds identified several chemical structures that had antiviral activity

against influenza A virus along with the filoviruses Ebola and Marburg and two further coronaviruses, SARS-CoV and SARS-CoV-2, the cause

The tests are currently at an early stage and there is no guarantee that the aintiviral platform will be effective on human

In conjunction with the MLA, the Company has also executed a Sponsored Research Agreement SRA with UMB to support the development

of the technology, which is currently ongoing at UMB under the direction of the inventors.

Under the MLA and SRA, to meet the first two

milestones of the MLA the Company shall make periodic payments for the support of the research outlined in the SRA totaling $3.1M over

a period of two years.

The research under the SRA will entail initial development and optimization of the most effective compounds and

will be performed by the scientists who invented the licensed technology.

Several candidate compounds with optimized chemical structures

have been identified and will be tested in vivo in clinically relevant mouse coronavirus models.

At the end of 2019, cases of pneumonia of unknown

etiology were identified in China.

In the first week of January 2020, a novel coronavirus was identified as the cause and was found to

be spreading between people.

Throughout 2020 and 2021, the virus spread around the world with over 419 million cases and over 5.8 million

deaths confirmed worldwide by February 2022.* Among many things that the SARS-CoV-2 (severe acute respiratory syndrome coronavirus-2)

outbreak has demonstrated is the immense need for both specific and broadly acting antiviral therapeutics to treat known viruses and

those yet to emerge in the human population.

Viral infection can have a major burden on human

Influenza has historically caused numerous large epidemics and pandemics such as 1918 Spanish flu and swine flu.

Ebola has caused

sporadic outbreaks since the 1970s, but in recent years these have been growing in scale.

The 2014 West Africa Ebola outbreak saw over

28,000 people contract the disease causing over 11,000 deaths.

Coronaviruses have always posed a threat of mass spread because of their

respiratory transmission.

In 2002 to 2003, the emergence of SARS-CoV infected over 8,000 people, killing around 10% in nine months, while

MERS-CoV-has sporadically spread since 2012, causing around 2,500 infections with a case fatality rate of around 35%.

Weston et al.

SKI complex is a broad-spectrum, host-directed antiviral drug target for coronaviruses, influenza, and

filoviruses PNAS 117 (48) 30687-30698, https://doi.org/10.1073/pnas.2012939117

The year 2020 saw the rapid emergence of the

novel coronavirus, SARS-CoV-2, the cause of COVID-19, which rapidly spread after its identification in Wuhan, China, caused a pandemic,

and has infected over 419 million people and killed over 5.8 million people worldwide, with over 900,000 deaths in the United States.*

Johns Hopkins University of Medicine, Coronavirus

Resource Center, https://coronavirus.jhu.edu/

Scientists at UMB, including Drs.

Matthew Frieman,

Alexander MacKerell and Stuart Watson have demonstrated that the SKI complex is a broad-spectrum antiviral target and designed compounds

using in silico drug design that target the SKI complex and inhibit replication of several virus types, influenza A

virus along with the filoviruses Ebola and Marburg and two further coronaviruses, SARS-CoV and SARS-CoV-2.

UMB has filed three separate patent applications

on the resulting antiviral compounds and has granted the Company an exclusive worldwide license to the technology.

UMB recently filed

the following PCT application claiming priority to the first two of the three applications:

PCT/US2020036482,

Int’l filing date 6/5/2020

US62/858,071, filed

6/6/2019, US62/909,352,

filed 10/2/2019

WO/2020/247860

Broad Spectrum Antiviral Compounds Targeting the SKI Complex

17/616,586, filed

US62/858,071, filed

6/6/2019, US62/909,352,

filed 10/2/2019

Broad Spectrum Antiviral Compounds Targeting the SKI Complex

PCT/US2021/06183

Int’l filing date 12/3/2021

63/121,120, filed 12/3/2020

Broad Spectrum Antiviral Compounds Targeting the SKI Complex

KPC34 from Wake Forest University

Our small molecule treatment for AML and ALL,

developed at the Wake Forest University and called KPC34, is a next generation targeted therapeutic designed to overcome multiple resistance

mechanisms observed with the current standard of care.

AML is an uncommon

cancer, making up about 1% of cancers.

In 2021, an estimated 20,240 people of all ages (11,230 men and boys and 9,010 women and girls)

in the United States will be diagnosed with AML.

AML is the second most common type of leukemia diagnosed in adults and children, but

most cases occur in adults.

AML makes up 31% of all adult leukemia cases.

The average age of diagnosis is age 68.

AML can be diagnosed

An estimated 11,400 deaths (6,620 men and boys and 4,780 women and girls) from AML will occur this year.

The majority will

be in adults.

(https://www.cancer.net/cancer-types/leukemia-acute-myeloid-aml/statistics).

ALL is a rare disease, making up less than

1% of cancers diagnosed in the United States.

In 2021, an estimated 5,690 people of all ages (3,000 men and boys and 2,690 women and

girls) in the United States will be diagnosed with ALL.

A person of any age can be diagnosed with ALL, but most cases occur in children.

In children and teens under age 20, ALL is the most common type of leukemia, accounting for 74% of all leukemia diagnosed in this age

Children younger than 5 have the highest risk of ALL.

After a child grows into adulthood, the general risk of ALL rises again

after age 50.

About 4 out of every 10 people diagnosed with ALL are adults.

An estimated 1,580 deaths (900 men and boys and 680 women

and girls) from ALL will occur this year.

( https://www.cancer.net/cancer-types/leukemia-acute-lymphocytic-all/statistics ).

KPC34 Technology Summary

KPC34, a conjugate molecule made of

a gemcitabine molecule linked to a phospholipid, has the following structure:

In the illustration above, to the left of the

dashed line is the phospholipid portion and to the right of the dashed line is gemcitabine.

Gemcitabine is a chemotherapy drug used to treat

a wide array of cancers, including breast cancer, ovarian cancer, non-small cell lung cancer, pancreatic cancer and bladder cancer.

drug interferes with DNA and the function of the phospholipid to which the gemcitabine is linked in KPC34, is to inhibit protein kinase

C-type enzymes, which are involved in multiple signaling pathways in leukemia.

The strategy behind targeting both DNA synthesis

and protein kinase C with one molecule is to double-target different mechanisms of action in leukemia cells and greatly reduce the possibility

of development of resistance to the drug.

KPC34 is intended to treat the relatively small

population of patients with AML and ALL.

Because of the low patient population, FDA orphan drug status can be sought, which provides

expedited review and seven years of exclusivity from approval of the new drug application.

Preliminary data from preclinical studies at

Wake Forest on the drug includes the following results:

leukemia cells in vitro;

protein kinase C in biochemical assays;

central nervous system leukemia;

AML exhibiting phosphorylated protein kinase C;

Forest claims KPC34 targeted gemcitabine alone or cytarabine (another chemo drug) alone;

also appears to overcome resistance to gemcitabine;

it is effective against gemcitabine-resistant

The technology licensed is much broader than

KPC34 represents, and includes additional anticancer and antiviral conjugates, and could include a much broader range of indications,

but we have no such drug candidates in development.

KPC34 Patent Coverage

The KPC34 license includes five issued patents,

but only one of them covers KPC34.

The patent is US7309696, entitled “Compositions and methods for targeting cancer cells.”

It expired on August 11, 2021.

All five of the licensed patents will expire by late 2022, and no continuation applications will be filed.

On April 12, 2018, CBM entered into a patent

license agreement (the “UT Agreement”) with the University of Texas at Austin on behalf of the Board of Regents of the University

of Texas System.

The UT Agreement granted to CBM an exclusive, royalty-bearing license to certain patent applications related to nucleobase

analogue derivatives and their applications, and specifically to the DHA-dFdC drug candidate.

On November 13, 2019, the University of

Texas at Austin, the Company and CBM entered into an assignment of agreement, whereby CBM assigned all of its rights, title and interest

to, and obligations under the UT Agreement to the Company.

On April 17, 2018, CBM entered into a license

agreement (the “WF Agreement”) with Wake Forest University Health Sciences (“WF”).

The WF Agreement granted to

CBM an exclusive, royalty-bearing license to WF’s and The University of North Carolina at Chapel Hill’s patents relating

to the KPC34 drug candidate.

On November 13, 2019, WF, the Company and CBM entered into an assignment of agreement, whereby CBM assigned

all of its rights, title and interest to, and obligations under the WF Agreement to the Company.

On April 13, 2020, the Company executed a Master

License Agreement (the “UMB License Agreement”) with UMB, pursuant to which UMB agreed to license inventions collectively

known as “Broad Spectrum Antiviral Compounds Which Target the SKI Complex” (the “Inventions”) to the Company.

The Inventions, which are covered by three patent applications on file with the United States Patent and Trademark Office, are currently

in the pre-clinical stage and seek to inhibit replication of multiple viruses, including the Influenza virus, SARS-CoV, MERS-CoV, Ebolavirus

and Marburg virus.

In addition, the Company entered into a Sponsored Research Agreement with UMB to support the development of various

technologies.

Pursuant to the UMB License Agreement, UMB grants to the Company the ability to utilize the licensed products (“Licensed

Products”) and patents associated with the Inventions, subject to certain limitations described in the UMB License Agreement.

improvements to the Inventions are solely owned by the party improving the Inventions, unless jointly made, in which case both parties

jointly own the improvements;

however, the Company grants to UMB the royalty-free license to practice the Company’s improvements.

The Company has agreed to deliver to UMB a commercialization plan setting forth the Company’s plan for research and development

required to develop the Licensed Products and the Company’s overall commercialization strategy by December 31, 2022.

On August 7, 2020, the Company entered into a

fixed price agreement (the “Fixed Price Agreement”) with the University of Kentucky Research Foundation (“UKRF”),

pursuant to which the Company received an option to negotiate an exclusive license with the UKRF for certain of its patents related to

G4-1 for solid tumor treatment in exchange for $67,000.

The research, which is currently in progress, involves testing of the drug G4-1

and its ability to increase the duration of survival of mice injected with tumor cells relative to an FDA approved drug.

subject to the option do not expire until 2035.

Commercialization

Our business success with our drug portfolio depends not only on the

successful development and approval of the products but also on the commercialization.

At present, our plan anticipates us making the

investments necessary to build an in-house marketing and sales capability for the U.S.

market for our drug pipeline, or to partner with

a larger drug development company to commercialize our drugs as they move through the FDA approval process.

As our drug compounds make

their way through clinical development in the U.S., we intend to approach pharmaceutical and biotechnology companies outside the U.S.

to negotiate and enter into strategic partnerships that will enable development and commercialization of our platform outside the U.S.,

where we believe the market opportunity is larger than that of the U.S.

albeit far more complex to reach.

We have no operations outside

the U.S., nor are we planning to have any non-U.S.

Manufacturing and Supply

We do not have any manufacturing capabilities

and therefore we will have to engage a third party to assist in manufacturing.

Such manufacturing will need to be done in accordance

with good manufacturing practice requirements (“cGMP”) regulations, to formulate and manufacture our product candidates.

A list of third party cGMP manufacturers is currently being developed.

Government Regulation

Governmental authorities in the U.S.

countries extensively regulate the research, development, testing, manufacture, labeling, promotion, advertising, distribution and marketing

of pharmaceutical products such as those being developed by us.

In the U.S., the FDA regulates such products under the FDCA and implements

related regulations.

Failure to comply with applicable FDA requirements, both before and after approval, may subject us to administrative

and judicial sanctions, such as a delay in approving or refusal by the FDA to approve pending applications, warning letters, product

recalls, product seizures, total or partial suspension of production or distribution, injunctions and/or criminal prosecution.

Food and Drug Administration Regulation

United States Drug Development

In the United States, the FDA regulates drugs,

medical devices and combinations of drugs and devices, or combination products, under the FDCA and its implementing regulations.

are also subject to other federal, state and local statutes and regulations.

The process of obtaining regulatory approvals and the subsequent

compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and

financial resources.

Failure to comply with the applicable U.S.

requirements at any time during the product development process, approval

process or after approval, may subject an applicant to administrative or judicial sanctions.

These sanctions could include, among other

actions, the FDA’s refusal to approve pending applications, withdrawal of an approval, a clinical hold, untitled or warning letters,

requests for voluntary product recalls or withdrawals from the market, product seizures, total or partial suspension of production or

distribution injunctions, fines, refusals of government contracts, restitution, disgorgement, or civil or criminal penalties.

or judicial enforcement action could have a material adverse effect on us.

The process required by the FDA before a drug

may be marketed in the United States generally involves the following:

completion of extensive pre-clinical laboratory tests,

animal studies and formulation studies in accordance with applicable regulations, including the FDA’s Good Laboratory Practice

submission to the FDA of an IND, which must become

effective before human clinical trials may begin;

performance of adequate and well-controlled human

clinical trials in accordance with an applicable IND and other clinical study related regulations, sometimes referred to as good

clinical practices, or GCPs, to establish the safety and efficacy of the proposed drug for its proposed indication;

submission to the FDA of an NDA;

satisfactory completion of an FDA pre-approval inspection

of the manufacturing facility or facilities at which the product, or components thereof, are produced to assess compliance with the

FDA’s cGMP requirements;

potential FDA audit of the clinical trial sites that

generated the data in support of the NDA;

FDA review and approval of the NDA prior to any commercial

marketing or sale.

Once a pharmaceutical product candidate is identified

for development, it enters the pre-clinical testing stage.

Pre-clinical tests include laboratory evaluations of product chemistry, toxicity,

formulation and stability, as well as animal studies.

An IND sponsor must submit the results of the pre-clinical tests, together with

manufacturing information, analytical data and any available clinical data or literature, to the FDA as part of the IND.

must also include a protocol detailing, among other things, the objectives of the initial clinical trial, the parameters to be used in

monitoring safety and the effectiveness criteria to be evaluated if the initial clinical trial lends itself to an efficacy evaluation.

Some pre-clinical testing may continue even after the IND is submitted.

The IND automatically becomes effective 30 days after receipt

by the FDA, unless the FDA raises concerns or questions related to a proposed clinical trial and places the trial on a clinical hold

within that 30-day period.

In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial

Clinical holds also may be imposed by the FDA at any time before or during clinical trials due to safety concerns or non-compliance,

and may be imposed on all drug products within a certain class of drugs.

The FDA also can impose partial clinical holds, for example,

prohibiting the initiation of clinical trials of a certain duration or for a certain dose.

All clinical trials must be conducted under the

supervision of one or more qualified investigators in accordance with GCP regulations.

These regulations include the requirement that

all research subjects provide informed consent in writing before their participation in any clinical trial.

Further, an IRB must review

and approve the plan for any clinical trial before it commences at any institution, and the IRB must conduct continuing review and reapprove

the study at least annually.

An IRB considers, among other things, whether the risks to individuals participating in the clinical trial

are minimized and are reasonable in relation to anticipated benefits.

The IRB also approves the information regarding the clinical trial

and the consent form that must be provided to each clinical trial subject or his or her legal Representative and must monitor the clinical

trial until completed.

Each new clinical protocol and any amendments

to the protocol must be submitted for FDA review, and to the IRBs for approval.

Protocols detail, among other things, the objectives

of the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject

Human clinical trials are typically conducted

in three sequential phases that may overlap or be combined:

The product is initially introduced into a small number of healthy human subjects or patients

and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion

and, if possible, to gain early evidence on effectiveness.

In the case of some products for

severe or life-threatening diseases, especially when the product is suspected or known to

be unavoidably toxic, the initial human testing may be conducted in patients.

Involves clinical trials in a limited patient population to identify possible adverse

effects and safety risks, to preliminarily evaluate the efficacy of the product for specific

targeted diseases and to determine dosage tolerance and optimal dosage and schedule.

Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety

in an expanded patient population at geographically dispersed clinical trial sites.

clinical trials are intended to establish the overall risk/benefit relationship of the product

and provide an adequate basis for product labeling.

Post-approval trials, sometimes referred to as

Phase 4 clinical trials, may be conducted after initial marketing approval.

These studies are used to gain additional experience from

the treatment of patients in the intended therapeutic indication.

In certain instances, the FDA may mandate the performance of Phase

Companies that conduct certain clinical trials also are required to register them and post the results of completed clinical

trials on a government-sponsored database, such as ClinicalTrials.gov in the United States, within certain timeframes.

Failure to do

so can result in fines, adverse publicity and civil and criminal sanctions.

Progress reports detailing the results of the

clinical trials, among other information, must be submitted at least annually to the FDA, and written IND safety reports must be submitted

to the FDA and the investigators for serious and unexpected adverse events, findings from other studies that suggest a significant risk

to humans exposed to the product, findings from animal or in vitro testing that suggest a significant risk to human subjects, and any

clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator brochure.

Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successfully within any specified period, if at all.

The FDA or the

clinical trial sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research

subjects or patients are being exposed to an unacceptable health risk.

Similarly, an IRB can suspend or terminate approval of a clinical

trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the product

has been associated with unexpected serious harm to patients.

Additionally, some clinical trials are overseen by an independent group

of qualified experts organized by the clinical trial sponsor, known as a data safety monitoring board or committee.

This group provides

authorization for whether a trial may move forward at designated check points based on access to certain data from the study.

trial sponsor may also suspend or terminate a clinical trial based on evolving business objectives and/or competitive climate.

Concurrent with clinical trials, companies usually

complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the

product and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements.

The manufacturing

process must be capable of consistently producing quality batches of the product candidate and, among other things, the manufacturer

must develop methods for testing the identity, strength, quality and purity of the final product.

Additionally, appropriate packaging

must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable

deterioration over its shelf life.

NDA and FDA Review Process

The results of product development, pre-clinical

studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the drug, proposed labeling

and other relevant information, are submitted to the FDA as part of an NDA for a new drug, requesting approval to market the product.

The submission of an NDA is subject to the payment of a substantial user fee, and the sponsor of an approved NDA is also subject to an

annual program user fee;

although a waiver of such fee may be obtained under certain limited circumstances.

For example, the agency will

waive the application fee for the first human drug application that a small business or its affiliate submits for review.

The FDA reviews all NDAs submitted before it

accepts them for filing and may request additional information rather than accepting an NDA for filing.

The FDA typically makes a decision

on accepting an NDA for filing within 60 days of receipt.

The decision to accept the NDA for filing means that the FDA has made a threshold

determination that the application is sufficiently complete to permit a substantive review.

Under the goals and policies agreed to by

the FDA under the Prescription Drug User Fee Act (“PDUFA”), the FDA’s goal to complete its substantive review of a

standard NDA and respond to the applicant is ten months from the receipt of the NDA.

The FDA does not always meet its PDUFA goal dates,

and the review process is often significantly extended by FDA requests for additional information or clarification and may go through

multiple review cycles.

After the NDA submission is accepted for filing,

the FDA reviews the NDA to determine, among other things, whether the proposed product is safe and effective for its intended use, and

whether the product is being manufactured in accordance with cGMPs to assure and preserve the product’s identity, strength, quality

The FDA may refer applications for novel drug products or drug products which present difficult questions of safety or efficacy

to an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as

to whether the application should be approved and under what conditions.

The FDA is not bound by the recommendations of an advisory committee,

but it considers such recommendations carefully when making decisions.

The FDA will likely re-analyze the clinical trial data, which

could result in extensive discussions between the FDA and us during the review process.

The review and evaluation of an NDA by the FDA

is extensive and time consuming and may take longer than originally planned to complete, and we may not receive a timely approval, if

Before approving an NDA, the FDA will conduct

a pre-approval inspection of the manufacturing facilities for the new product to determine whether they comply with cGMPs.

not approve the product unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements

and adequate to assure consistent production of the product within required specifications.

In addition, before approving an NDA, the

FDA may also audit data from clinical trials to ensure compliance with GCP requirements.

After the FDA evaluates the application, manufacturing

process and manufacturing facilities, it may issue an approval letter or a Complete Response Letter.

An approval letter authorizes commercial

marketing of the drug with specific prescribing information for specific indications.

A Complete Response Letter indicates that the review

cycle of the application is complete and the application will not be approved in its present form.

A Complete Response Letter usually

describes all the specific deficiencies in the NDA identified by the FDA.

The Complete Response Letter may require additional clinical

data and/or an additional pivotal Phase 3 clinical trial(s), and/or other significant and time-consuming requirements related to clinical

trials, nonclinical studies or manufacturing.

If a Complete Response Letter is issued, the applicant may either resubmit the NDA, addressing

all the deficiencies identified in the letter, or withdraw the application.

Even if such data and information are submitted, the FDA

may ultimately decide that the NDA does not satisfy the criteria for approval.

Data obtained from clinical trials are not always conclusive,

and the FDA may interpret data differently than we interpret the same data.

There is no assurance that the FDA will ultimately

approve a product for marketing in the United States, and we may encounter significant difficulties or costs during the review process.

If a product receives marketing approval, the approval may be significantly limited to specific diseases and dosages or the indications

for use may otherwise be limited, which could restrict the commercial value of the product.

Further, the FDA may require that certain

contraindications, warnings or precautions be included in the product labeling or may condition the approval of the NDA on other changes

to the proposed labeling, development of adequate controls and specifications, or a commitment to conduct post-market testing or clinical

trials and surveillance to monitor the effects of approved products.

For example, the FDA may require Phase 4 clinical trials to further

assess drug safety and effectiveness and may require testing and surveillance programs to monitor the safety of approved products that

have been commercialized.

The FDA may also place other conditions on approvals, including the requirement for a risk evaluation and mitigation

strategy (“REMS”), to assure the safe use of the drug.

If the FDA concludes a REMS is needed, the sponsor of the NDA must

submit a proposed REMS;

the FDA will not approve the NDA without an approved REMS, if required.

A REMS could include medication guides,

physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries and other

risk minimization tools.

Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescription

or dispensing of products.

Product approvals may be withdrawn for non-compliance with regulatory requirements or if problems occur following

initial marketing.

Reimbursement

Potential sales of any of our product candidates,

if approved, will depend, at least in part, on the extent to which such products will be covered by third-party payors, such as government

health care programs, commercial insurance and managed healthcare organizations.

These third-party payors are increasingly limiting coverage

and/or reducing reimbursements for medical products and services.

A third-party payor’s decision to provide coverage for a drug

product does not imply that an adequate reimbursement rate will be approved.

Further, one payor’s determination to provide coverage

for a drug product does not assure that other payors will also provide coverage for the drug product.

In addition, the U.S.

state legislatures and foreign governments have continued implementing cost-containment programs, including price controls, restrictions

on reimbursement and requirements for substitution of generic products.

Adoption of price controls and cost-containment measures, and

adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our future revenues and

results of operations.

Decreases in third-party reimbursement or a decision by a third-party payor to not cover a product candidate,

if approved, or any future approved products could reduce physician usage of our products, and have a material adverse effect on our

sales, results of operations and financial condition.

In the United States, the Medicare Part D program

provides a voluntary outpatient drug benefit to Medicare beneficiaries for certain products.

We do not know whether our product candidates,

if approved, will be eligible for coverage under Medicare Part D, but individual Medicare Part D plans offer coverage subject to various

factors such as those described above.

Furthermore, private payors often follow Medicare coverage policies and payment limitations in

setting their own coverage policies.

Healthcare Laws and Regulations

Sales of our product candidates, if approved,

or any other future product candidate will be subject to healthcare regulation and enforcement by the federal government and the states

and foreign governments in which we might conduct our business.

The healthcare laws and regulations that may affect our ability to operate

include the following:

The federal Anti-Kickback Statute makes it illegal

for any person or entity to knowingly and willfully, directly or indirectly, solicit, receive, offer, or pay any remuneration that

is in exchange for or to induce the referral of business, including the purchase, order, lease of any good, facility, item or service

for which payment may be made under a federal healthcare program, such as Medicare or Medicaid.

The term “remuneration”

has been broadly interpreted to include anything of value.

Federal false claims and false statement laws, including

the federal civil False Claims Act, prohibits, among other things, any person or entity from knowingly presenting, or causing to

be presented, for payment to, or approval by, federal programs, including Medicare and Medicaid, claims for items or services, including

drugs, that are false or fraudulent.

Health Insurance Portability and Accountability Act

of 1996 (“HIPAA”) created additional federal criminal statutes that prohibit among other actions, knowingly and willfully

executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors or

making any false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items

HIPAA, as amended by the Health Information Technology

for Economic and Clinical Health Act of 2009 and their implementing regulations, impose obligations on certain types of individuals

and entities regarding the electronic exchange of information in common healthcare transactions, as well as standards relating to

the privacy and security of individually identifiable health information.

The federal Physician Payments Sunshine Act requires

certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or

the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid

Services information related to payments or other transfers of value made to physicians and teaching hospitals, as well as ownership

and investment interests held by physicians and their immediate family members.

Also, many states have similar laws and regulations,

such as anti-kickback and false claims laws that may be broader in scope and may apply regardless of payor, in addition to items and

services reimbursed under Medicaid and other state programs.

Additionally, we may be subject to state laws that require pharmaceutical

companies to comply with the federal government’s and/or pharmaceutical industry’s voluntary compliance guidelines, state

laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare

providers or marketing expenditures, as well as state and foreign laws governing the privacy and security of health information, many

of which differ from each other in significant ways and often are not preempted by HIPAA.

Additionally, to the extent that our product

is sold in a foreign country, we may be subject to similar foreign laws.

As of December 31, 2021, we have four full-time

employees and one part-time employee, none of which are represented by a labor union or covered by a collective bargaining agreement.

Holdings Inc.

(“Dominari”) is a holding company that, through its various subsidiaries, is engaged in financial services,

investment advising and wealth management, asset management, investment banking, the acquisition of interests in high growth industries,

and biotechnology and pharmaceutical research and development.

In addition to capital investment, Dominari provides management

support to the executive teams of its subsidiaries, helping them to operate efficiently and reduce cost under a streamlined infrastructure.

and its subsidiaries are collectively referred to herein as “Company”, “we”, “our” or “us”.

Dominari Financial, Inc.

(“Dominari Financial”), our wholly-owned

financial subsidiary, is the M&A arm of Dominari and will execute the Company’s roll-up strategy in the financial sector.

roll-up strategy seeks to acquire third-party financial assets such as registered investment advisors, broker dealers, asset management

firms and fintech firms.

Our first transaction in furtherance of our financial roll-up strategy, the acquisition of 100% of a registered

broker-dealer from Fieldpoint Private Bank & Trust, was consummated on March 27, 2023.

The newly acquired dually registered broker-dealer

and investment adviser will be renamed Dominari Securities, LLC (“Dominari Securities”) and is a wholly-owned subsidiary of

Dominari Financial.

Dominari Securities will provide wealth management services, asset management services, investment banking and sales

The Company is in the process of winding down

its historical pipeline of biotechnology assets held by Aikido Labs, LLC.

These biotechnology assets consist of patented technology from

leading universities and researchers, including prospective treatments for pancreatic cancer, acute myeloid leukemia and acute lymphoblastic

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.

Company was founded in 1967 as Spherix Incorporated.

In 2017 the Company changed its name to Aikido Pharma Inc.

From 2017 to 2022, the

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

During the second half of 2022, in an effort to enhance shareholder value, the Company shifted its primary focus away from biotechnology

to a new line of business in the financial services industry.

In furtherance of this new focus, in June of 2022, the Company formed

Dominari Financial, with the purpose of making strategic acquisitions across the financial services industry.

On December 22, 2022, the

Company changed its name to Dominari Holdings Inc.

September 9, 2022, we 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, we purchased from the Seller

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

dual registered broker-dealer and investment adviser as a wholly owned subsidiary.

The FPS Purchase Agreement provided 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 FINRA’s approval of the Continuing Membership Application pursuant to FINRA Rule

1017 (the “Rule 1017 Application”) on March 20, 2023, the second closing occurred on March 27, 2023 (the “Second Closing”),

at which time Dominari paid 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.

Dominari Securities

plans to offer a broad range of broker-dealer and registered investment adviser services, commencing shortly after the completion of

its acquisition of FPS, which is expected to begin in April 2023, including:

Wealth Management

Dominari Securities

plans to provide a comprehensive array of financial services to high-net-worth individuals and families, corporate executives, and public

and private businesses.

Clients will be able to choose a variety of ways to establish a relationship and conduct business, including

by establishing brokerage accounts with transaction-based pricing and/or investment advisory accounts with asset-based fee pricing.

Securities also plans to provide the following private client services:

Dominari Securities plans to offer full-service brokerage services covering investment alternatives, including exchange-traded

and over-the-counter corporate equity and debt securities, money market instruments, exchange-traded options, municipal bonds, mutual

funds, exchange-traded funds, and unit investment trusts.

Dominari Securities expects its revenue to be derived from commissions from

private clients through accounts with transaction-based pricing.

Dominari Securities will charge brokerage commissions on investment

products in accordance with a schedule which Dominari Securities plans to formulate.

Discounts will be made available to and will able

to be negotiated with customers based on transaction size and volume as well as a number of other factors.

Dominari Securities also plans to offer financial and wealth planning services which will include asset management, individual

and corporate retirement solutions, insurance and annuity products, IRAs and 401(k) plans, U.S.

stock plan services to corporate executives

and businesses, education savings programs, and trust and fiduciary services to individual and corporate clients through third-party

trust companies.

Dominari Securities, through its clearing partnerships, also intends to extend credit to its customers, collateralized by

securities and cash in the customer’s account, for a portion of the purchase price, and to receive income from interest on such extensions

of credit at interest rates derived from Dominari Securities’ posted rate as adjusted, from time to time.

Dominari Securities

also plans to offer discretionary and non-discretionary fee-based programs to provide tailored investment management solutions and services

to high-net-worth private clients, institutions and corporations and/or plans sponsored by them.

These will include, but will not be

limited to, portfolio management, manager research and due diligence through third party partners, asset allocation advice and financial

Dominari Securities plans to offer Portfolio management strategies and third-party investment management capabilities through

separately managed accounts, alternative investments and discretionary and non-discretionary portfolio management programs as well as

managed portfolios of mutual funds.

Platform support functions will include sales and marketing along with administrative services such

as trade execution, client services, records management and client reporting and performance monitoring.

Dominari Securities expects

to generate revenues through the receipt of investment advisory and transactional fees for advisory services and to also generate revenue

from fees earned through sharing arrangements with registered and private alternative investment vehicles.

Dominari Securities also expects

to earn investment advisory fees on all assets held in discretionary and non-discretionary asset-based programs.

These fees will be typically

billed monthly in advance, and will be calculated based on all fee-based assets under management balances at the end of the prior month.

Dominari Securities also expects to receive income from revenue-sharing arrangements that are derived from management and incentive fees

on alternative investments and will be calculated on a pre-determined basis with registered and private investment companies.

The Company’s

asset management services are expected to include:

Managed Accounts .

The Company plans to provide clients with fee-based programs:

(i) a unified managed account which allows multiple

investment managers, mutual funds and exchange-traded funds to be combined in a single custodial account;

and (ii) an asset review

dual contract program designed for clients seeking a direct contractual relationship with investment managers.

Discretionary

Advisory Accounts .

Dominari Securities plans to offer client-focused discretionary fee-based investment programs managed by

Dominari Securities advisors.

Non-Discretionary

Advisory Accounts .

Dominari plans to provide fee-based non-discretionary investment advisory services and consultation to clients.

Investments .

Dominari plans to offer high net worth and institutional investors the opportunity to participate in a wide range of

non-traditional investment strategies.

Strategies are expected to include single manager hedge funds, fund of funds, diversified private

equity funds and single investment late stage private equity funds.

Market Platform .

Through a collaborative effort among the firm’s business units, Dominari’s private market

platform will focus on sourcing private investments across various sectors.

Transactions are expected to cover the full spectrum of private

investments, including early stage, late stage, direct, co-investments, funds and secondary market transactions in debt, equity and hybrid

Dominari Securities’

investment banking division will provide strategic advisory services and capital markets products to emerging growth and middle market

The investment banking groups will focus on the consumer and retail, energy, financial institutions, healthcare, rental services,

technology, education, and transportation and logistics sectors.

Investment banking services include:

Dominari Securities will advise buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations,

spin-offs, joint ventures, restructurings and liability management.

Dominari Securities intends to provide dedicated senior bankers to

clients focusing throughout the financial advisory process, which combines our structuring and negotiating expertise with our industry

knowledge, extensive relationships and capital markets capabilities.

Capital Markets .

Dominari Securities will provide capital raising solutions for corporate clients through initial public offerings,

follow-on offerings, confidentially marketed public offerings, registered directs, private investments in public equity, private placements,

at-the-market offerings, and equity-linked offerings.

Dominari Securities plans to offer debt capital markets solutions for emerging growth and middle market companies.

Securities will focus on structuring and distributing public and private debt through financing transactions, including leveraged buyouts,

acquisitions, growth capital financings, recapitalizations and Chapter 11 exit financings.

Dominari Securities will also participate

in high yield debt and fixed and floating-rate senior and subordinated debt offerings.

Fund Placement .

Dominari Securities will provide alternative investment firms with a broad and deep portfolio of value-added services.

Services will

include bespoke strategic and tactical advisory as well as primary fundraises, co-investments and direct transactions.

Debt Advisory

& Restructuring .

Dominari Securities will offer creative solutions to leveraged corporate issuers and credit investors.

evaluate a full range of strategic alternatives, identify the appropriate structure and source of funds to provide our clients the ability

to pursue an optimal and value maximizing outcome.

Sales and Trading

We intend to provide

a broad range of sales and trading services to our clients.

Sales and trading services will include:

Institutional

Equity Sales and Trading .

Dominari Securities will act as an agent in the execution of its customers’ orders through our clearing

strategic partners.

Equity Derivatives and Index

Dominari Securities will offer listed equity and index options strategies for investors seeking to manage risk and

optimize returns within the equities market.

Institutional

Fixed Income Sales and Trading .

Dominari Securities will trade and in public and private debt (including sovereign debt) securities,

including investment and non-investment grade, distressed and convertible corporate securities as well as municipal securities through

our clearing partners.

In connection with both its trading and brokerage activities, Dominari Securities, through its clearing relationships, will

borrow securities to cover short sales and to complete transactions in which customers have failed to deliver securities by the required

settlement date and lend securities to other brokers and dealers for similar purposes.

Dominari Securities will earn interest on its

cash collateral provided and will pay interest on the cash collateral received less a rebate earned for lending securities.

Regulation in the United States

The financial services industry in which we will operate is subject

to extensive regulation.

In the U.S., the SEC is the federal agency responsible for the administration of federal securities laws.

addition, the Financial Industry Regulatory Authority, Inc.

(“FINRA”) is a self-regulatory organization (“SRO”)

that is actively involved in the regulation of securities businesses.

In addition to federal regulation, we are subject to state securities

regulations in each state and U.S.

territory in which we conduct securities or investment advisory activities.

The SEC, FINRA, and state

securities regulators conduct periodic examinations of broker-dealers and investment advisors.

The designated examining authority under

Securities Exchange Act of 1934, as amended (the “Exchange Act”) for Dominari Securities’ activities as a broker-dealer

Financial services businesses are also subject to regulation and examination by state securities regulators and attorneys general

in those states in which they do business.

In addition, broker-dealers and investment advisors must also comply with the rules and regulation

of clearing houses, exchanges, and trading platforms of which they are a member.

Broker-dealers are subject to SEC, FINRA, and

state securities regulations that cover all aspects of the securities business, including sales and trading methods, trade practices

among broker-dealers, use and safekeeping of customers’ funds and securities, capital structure and requirements, anti-money laundering

efforts, recordkeeping and the conduct of broker-dealer personnel including officers and employees (although state securities regulations

are, in a number of cases, more limited).

Registered investment advisors are subject to, among other requirements, SEC regulations concerning

marketing, transactions with affiliates, custody of client assets, disclosures to clients, conflict of interest, insider trading and

recordkeeping.

Additional legislation, changes in rules promulgated by the SEC, FINRA, and other SROs of which the broker-dealer is a

member, and state securities regulators, or changes in the interpretation or enforcement of existing laws or rules may directly affect

the operations and profitability of broker-dealers and investment advisors.

The SEC, FINRA, and state securities regulators and state

attorneys general may conduct administrative proceedings or initiate civil litigation that can result in adverse consequences for Dominari

Securities, its affiliates, including affiliated investment advisors, as well as its and their officers and employees (including, without

limitation, injunctions, censures, fines, suspensions, directives that impact business operations (including proposed expansions), membership

expulsions, or revocations of licenses and registrations).

SEC Regulation Best Interest (“Reg BI”)

requires that a broker-dealer and its associated persons act in a retail customer’s best interest and not place their own financial

or other interests ahead of a retail customer’s interests when recommending securities transactions or investment strategies, including

recommendations of types of accounts.

To meet this best interest standard, a broker-dealer must satisfy four component obligations

including a disclosure obligation, a care obligation, a conflict of interest obligation, and a compliance obligation and both broker-dealers

and investment advisors are required to provide disclosures about their standard of conduct and conflicts of interest.

In addition, certain states, have proposed or

adopted measures that would make broker-dealers, sales agents and investment advisors and their representatives subject to a fiduciary

duty when providing products and services to customers.

The SEC did not indicate an intent to pre-empt state regulation in this

area, and some of the state proposals would allow for a private right of action.

In the event out wealth management division makes recommendations

to retail customers, it will be required to comply with the obligations imposed under Reg BI and applicable state laws.

Regulatory Capital Requirements

Dominari Securities will be subject to financial

capital requirements that are set by regulation.

Dominari Securities is a registered broker-dealer and is required to maintain net capital

in an amount equal to SEC minimum financial requirements.

As a broker-dealer, Dominari Securities is subject to the SEC’s Uniform

Net Capital Rule (the “Net Capital Rule”).

Compliance with the Net Capital Rule could limit Dominari Securities’ operations,

such as underwriting and trading activities, and financing customers’ prime brokerage or other margin activities, in each case,

that could require the use of significant amounts of capital, limit its ability to engage in certain financing transactions, such as

repurchase agreements, and may also restrict its ability (i) to make payments of dividends, withdrawals or similar distributions or payments

to a stockholder/parent or other affiliate, (ii) to make a redemption or repurchase of shares of stock, or (iii) to make an unsecured

loan or advance to such shareholders or affiliates.

Under the Exchange Act, state securities regulators

are not permitted to impose capital, margin, custody, financial responsibility, making and keeping records, bonding, or financial or

operational reporting requirements on registered broker-dealers that differ from, or are in addition to, the requirements in those areas

established under the Exchange Act, including the rules and regulations promulgated thereunder.

Regulation outside the United States

In the event Dominari Securities provides financial

services internationally, it will be subject to extensive regulations proposed, promulgated and enforced by, among other regulatory bodies,

the European Commission and European Supervisory Authorities (including the European Banking Authority and European Securities and Market

Authority), U.K.

Financial Conduct Authority, German Federal Financial Supervisory Authority (“BaFin”), Investment Industry

Regulatory Organization of Canada, Hong Kong Securities and Futures Commission, the Japan Financial Services Agency, the Monetary Authority

of Singapore, and the Australian Securities and Investments Commission.

Every country in which we may do business will impose upon us

laws, rules and regulations similar to those in the U.S., including with respect to some form of capital adequacy rules, customer protection

rules, data protection regulations, anti-money laundering and anti-bribery rules, compliance with other applicable trading and investment

banking regulations and similar regulatory reform.

All aspects of our business are expected to be intensely competitive.

We will compete primarily with small to mid-size bank holding companies that engage in wealth management, investment banking and capital

markets activities as one of their lines of business and that have greater capital and resources than we do.

We will also compete against

other broker-dealers, asset managers and boutique firms.

We believe the principal factors that will drive our competitiveness in the future

will include our ability to:

provide differentiated insights to our clients that lead to better business outcomes;

attract, retain and

develop skilled professionals;

deliver a competitive breadth of high-quality service offerings;

and to maintain a flat, nimble and entrepreneurial

culture built on immediacy and client service.

Cybersecurity

Cybersecurity presents

significant challenges to the business community in general, including to the financial services industry.

Increasingly, bad actors,

both domestic and international, attempt to steal personal data and/or interrupt the normal functioning of businesses through accessing

individuals' and companies' files and equipment connected to the internet.

Recent incidents have reflected the increasing sophistication

of intruders and their intent to steal personally identifiable information as well as funds and securities.

These intruders sometimes

use instructions that are seemingly from authorized parties but in fact, are from parties intent on attempting to steal.

In other instances

these intruders attempt to bypass normal safeguards and disrupt or steal significant amounts of information and then either release it

to the internet or hold it for ransom.

Regulators are increasingly requiring companies to provide heightened levels of sophisticated

Dominari Securities will maintain ongoing planning and systems to prevent any such attack from disrupting its services to clients

as well as to prevent any loss of data concerning its clients, their financial affairs, as well as Company privileged information.

of December 31, 2022, we have 7 full-time employees and 1 part-time employee, none of which are represented by a labor union or covered

by a collective bargaining agreement.

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 1. Business