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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-28 · 810 added, 460 removed, 135 unchanged (90% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

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

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

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

Financial Officer, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures,

management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable,

not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure

controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of

possible disclosure controls and procedures.

design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events,

and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

respect to the annual period ended December 31, 2021, under the supervision and with the participation of our management, we conducted

an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures.

Based upon this evaluation,

our management has concluded that our disclosure controls and procedures were not effective as of December 31, 2021.

We have a lack of

segregation of duties, and a lack of controls in place to ensure that all material transactions and developments impacting the financial

statements are reflected.

to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording

of transactions will be performed by separate individuals.

We believe that the foregoing steps will remediate the material weakness identified

above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

is in the process of determining how best to make the required changes that are needed to implement an effective system of internal control

over financial reporting.

Our management acknowledges the existence of this problem, and intends to develop procedures to address it

to the extent possible given the Company’s limitations in financial and human resources.

Annual Report on Internal Control over Financial Reporting

management, including our Chief Executive Officer and Interim Chief Financial Officer assessed the effectiveness of our internal control

over financial reporting as of December 31, 2021 and concluded that our internal controls over financial reporting were not effective.

In making this assessment, our management used the 2013 framework established in “Internal Control-Integrated Framework”

promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria.

connection with management’s assessment of our internal control over financial reporting described above, management has identified

the following material weaknesses in our internal control over financial reporting as of December 31, 2021.

Company has inadequate segregation of duties consistent with control objectives.

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

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

the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate

resources to potentially mitigate these material weaknesses.

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

over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements,

as necessary and as funds allow.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

Annual Report does not contain an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting since the rules for smaller reporting companies provide for this exemption.

in Internal Control over Financial Reporting

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

that occurred during the year ended December 31, 2021 which have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,”

as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required

to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated

to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures,

no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure

controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was required

to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures

also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions.

With respect to the annual period ended December 31, 2022,

under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and

operations of our disclosure controls and procedures.

Based upon this evaluation, our management has concluded that our disclosure controls

and procedures were effective as of December 31, 2022.

Remediation of Prior Material Weaknesses

We previously identified

and disclosed in our Form 10-K filed for the year ended December 31, 2021, as well as, in our subsequent quarterly reports, a deficiency

in internal control over financial reporting that existed relating to a lack of segregation of duties within the accounting function as

a result of our limited financial resources to support hiring of personnel and an internal control deficiency in our ability to implement

adequate system and manual controls.

To respond to the material weaknesses, we have devoted significant effort and resources to the remediation

and improvement of our internal control over financial reporting that led to the material weakness, including obtaining advisory services

from professional consultants with U.S.

GAAP and SEC reporting experience to supplement the accounting and finance function, hiring additional

resources to improve management oversight of internal controls, and designing and maintaining formal accounting policies, procedures,

and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosure.

These new measures have resulted in an improved internal control environment that has been in place to have operated effectively for a

sufficient period of time for management to conclude that the material weaknesses previously identified have been remediated as of December

Management’s Annual Report on Internal

Control over Financial Reporting

Our management, including our Chief Executive

Officer and Interim Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December

31, 2022 and concluded that our internal controls over financial reporting were effective.

In making this assessment, our management

used the 2013 framework established in “Internal Control-Integrated Framework” promulgated by the Committee of Sponsoring

Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

All internal control systems, no matter how well designed, have inherent limitations.

even those systems determined to be effective can provide only reasonable assurance with respect to the preparation and presentation

of the consolidated financial statements.

This Annual Report does not contain an attestation

report of our independent registered public accounting firm regarding internal control over financial reporting since the rules for smaller

reporting companies provide for this exemption.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December

31, 2022 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

following table sets forth the name, age and position of each current director and executive officer of the Company.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth the name, age and position of each

current director and executive officer of the Company.

Vander Zanden (1)(2)(5)

and Chairman of the Board

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

James Blattner(1)(3)(4)

LeMire(2)(3)(4)

Member of our Audit Committee.

Director and Chairman of the Board

Anthony Hayes(6)

Chief Executive Officer,

Principal Accounting Officer,

Principal Financial Officer and Director

Ledwick (1)(5)

Gregory James Blattner(1)(3)(4)(7)

Paul LeMire(2)(3)(4)(7)

Robert Dudley(2)(3)(6)

Wool(2)(4)(7)

Dominari Financial Inc.

President of Operations

of our Audit Committee.

of our Compensation Committee.

1 unchanged sentence

of our Investment Committee.

biographies of our current directors are as follows:

(5) Class I Director whose directorship will be voted

on by shareholders at the 2024 Annual Shareholder Meeting.

II Director whose directorship will be voted on by shareholders at the 2025 Annual Shareholder

III Director whose directorship will be voted on by shareholders at the 2023 Annual Shareholder

The biographies of our current directors and significant employees

are as follows:

Vander Zanden

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

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

Vander Zanden, a member of the

Board of Directors since 2004, having served as a Vice President of R&D at Kraft Foods International, brings a long and distinguished

career in applied technology, product commercialization, and business knowledge of the food science industry to us.

Additionally, Mr.

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

Vander Zanden holds a Ph.D.

Vander Zanden

holds a Ph.D.

in Food Science and an M.S.

in Inorganic Chemistry from Kansas State University, and a B.S.

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

In his 30-year career, he has been

with ITT Continental Baking Company as a Product Development Scientist;

with Ralston Purina’s Protein Technology Division as Manager

Dietary Foods R&D;

with Keebler as Group Director, Product and Process Development (with responsibility for all corporate R&D

and quality);

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

and with Nabisco as Vice President of R&D for

their International Division.

With the acquisition of Nabisco by Kraft Foods, he became the Vice President of R&D for Kraft’s

Latin American Division.

in Chemistry from the University

of Wisconsin - Platteville, where he was named a Distinguished Alumnus in 2002.

In his 30-year career, he has been with ITT Continental

Baking Company as a Product Development Scientist;

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

with Keebler as Group Director, Product and Process Development (with responsibility for all corporate R&D and quality);

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

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

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

Vander Zanden retired from Kraft Foods in 2004.

He currently holds the title of Adjunct Professor and Lecturer

in the Department of Food, Nutrition and Packaging Sciences at Clemson University, where he also is a member of their Industry Advisory

His focus on achieving product and process innovation through training, team building and creating positive working environments

has resulted in his being recognized with many awards for product and packaging innovation.

Vander Zanden executive experience provides

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

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

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

Hayes was the fund manager of JaNSOME IP Management LLC and JaNSOME Patent

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

Hayes was the founder and Managing Member of Atwater Partners

of Texas LLC from March 2010 to August 2012 and a partner at Nelson Mullins Riley & Scarborough LLP from May 1999 to March 2010.

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

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

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

His focus on achieving

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

with many awards for product and packaging innovation.

Vander Zanden executive experience provides him with valuable business expertise,

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

Anthony Hayes

Anthony Hayes, a director and Chief Executive

Officer since 2013, has served as the Chief Executive Officer of North South since March 2013 and since June 2013, as a consultant to

Hayes was the fund manager of JaNSOME IP Management LLC and JaNSOME Patent Fund LP from August 2012 to August 2013,

both of which he co-founded.

Hayes was the founder and Managing Member of Atwater Partners of Texas LLC from March 2010 to August

2012 and a partner at Nelson Mullins Riley & Scarborough LLP from May 1999 to March 2010.

Hayes received his Juris Doctorate

from Tulane University School of Law and his B.A.

in economics from Mary Washington College.

Board believes Mr.

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

service as Chief Executive Officer.

The Board believes Mr.

Hayes is qualified

to serve as a director of the Company based on his intimate knowledge of the Company through his service as Chief Executive Officer.

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

Frank Reiner’s resignation as Chief Financial Officer,

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

Ledwick, who joined as a director in 2015, is currently the Chief Financial Officer of Management Health Solutions, a private

equity-backed company that provides software solutions and services to hospitals focused on reducing costs through superior inventory

management practices.

In addition, since 2012 he has served on the board and as Chair of the Audit Committee of Telkonet, Inc.

a smart energy management technology company.

Frank Reiner’s resignation as Chief Financial Officer, Mr.

Hayes began serving as the Company’s

Principal Accounting Officer.

Ledwick, who joined as a director

in 2015, was most recently the Chief Financial Officer of SYFT, a private equity-backed company that provides software solutions and

services to hospitals focused on reducing costs through superior inventory management practices which was successfully sold to GHX in

In addition, since 2012 he has served on the board and Chair of the Audit Committee of Telkonet, Inc.

(TKOI) a smart energy management

technology company.

From 2007 to 2011, Mr.

Ledwick provided CFO consulting services to AdvantageResourcing

(former Advantage Human Resourcing, Inc.) a $150 million services firm and, in addition, from 2007-2008 also acted as special advisor

to The Dellacorte Group, a middle market financial advisory firm focused on transactions between $100 million and $1 billion.

through 2006, Tim was a member of the Board of Directors and Executive Vice President-CFO of Dictaphone Corporation playing a lead role

in developing a business plan which revitalized the company, resulting in the successful sale of the firm and delivering a seven times

return to shareholders.

From 2001-2002, Mr.

Ledwick was brought on as CFO to lead the restructuring efforts of Lernout & Hauspie

Speech Products, a Belgium-based Nasdaq listed speech technology company, whose market cap had at one point reached a high of $9 billion.

From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an $80 million public company headquartered in New York City, playing

a lead role in the firm’s acquisition activity, tax analysis and capital raising.

Ledwick is a member of the Connecticut Society

of Certified Public Accountants and received his B.B.A.

in accounting from The George Washington University and his M.S.

in Finance from

Fairfield University.

Ledwick provided CFO consulting services to a $150 million services firm and, in addition,

from 2007-2008 also acted as special advisor to The Dellacorte Group, a middle market financial advisory firm focused on transactions

between $100 million and $1 billion.

From 2002 through 2006, Tim was a member of the Board of Directors and Executive Vice President-CFO

of Dictaphone Corporation playing a lead role in developing a business plan which revitalized the company, resulting in the successful

sale of the firm and delivering seven times return to shareholders.

From 2001-2002, Ledwick was brought on as CFO to lead the restructuring

efforts of Lernout & Hauspie Speech Products, a Belgium-based NASDAQ listed speech technology company, whose market cap had at one

point reached a high of $9 billion.

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

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

Ledwick is a member

of the Connecticut Society of Certified Public Accountants and received his BBA in Accounting from The George Washington University and

his MS in Finance from Fairfield University.

LeMire, who joined as a member of our Board

of Directors in 2020, is a high-performing investment sales manager and product specialist with 25 years of verifiable success in positioning

investment management solutions across multiple channels.

LeMire currently serves as the Managing Director of National Sales at Day

Hagan Asset Management where he is responsible for managing the firm’s asset management business.

Before joining Day Hagan Asset

Management, Mr.

LeMire was a Senior Regional Vice President for State Street Global Advisors and served in various other Vice President

positions at Invesco, Old Mutual Investment Partners, Oppenheimer Funds and CitiGroup.

LeMire holds a Master of Science degree in

Mechanical Engineering from Polytechnic University, a Master of Business Administration from Adelphia University and a Bachelor of Science

degree from Manhattan College.

The Board of Directors believes that Mr.

Ledwick’s executive experience and financial expertise qualifies

LeMire’s executive experience and financial expertise qualifies

him to serve as a director of the Company.

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

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

LeMire currently serves

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

management business.

Before joining Day Hagan Asset Management, Mr.

LeMire was a Senior Regional Vice President for State Street Global

Advisors and served in various other Vice President positions at Invesco, Old Mutual Investment Partners, Oppenheimer Funds and CitiGroup.

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

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

Robert Dudley

Dudley, who joined as a member of our Board

of Directors in 2020, currently serves as the Eastern Division and Metropolitan New York City Regional Sales Manager for Select Sector

Standard & Poor’s Depositary Receipts (“SPDRs”).

Prior to joining Select Sector SPDRs in 2008, Mr.

several managerial positions at Merrill Lynch within from 1981 through 2007.

Dudley began his career in the Merrill Lynch White Weld

Capital Markets in Corporate Bond Syndicate, later moving to Sales Manager for Taxable Fixed Income and Equity Marketing.

Dudley managed Merrill Lynch Consults for the New York City District and ended his career as a Financial Advisor and Sales Manager at

the Merrill Lynch Rockefeller Center Branch office.

The Board of Directors believes that Mr.

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

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

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

Prior to joining

Select Sector SPDRs in 2008, Mr.

Dudley held several managerial positions at Merrill Lynch within from 1981 through 2007.

began his career in the Merrill Lynch White Weld Capital Markets in Corporate Bond Syndicate, later moving to Sales Manager for Taxable

Fixed Income and Equity Marketing.

Dudley managed Merrill Lynch Consults for the New York City District and ended his career

as a Financial Advisor and Sales Manager at the Merrill Lynch Rockefeller Center Branch office.

The Board of Directors believes that

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

Wool, who joined as a member of our Board of Directors in 2021, has been the president of Revere Wealth Management, where he provides

integrated strategies designed to help build, manage and preserve wealth for wealthy families, endowments and foundations, since January

Prior to his employment at Revere Wealth Management, Mr.

Dudley’s executive experience and

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

Wool, who joined as a member of our Board

of Directors in 2021, has been the president of Revere Wealth Management, where he provides integrated strategies designed to help build,

manage and preserve wealth for wealthy families, endowments and foundations, since January 2021.

Prior to his employment at Revere Wealth

Management, Mr.

Wool was an Executive Director at Morgan Stanley (NYSE:

MS) from May 2013

to January 2021, where he where he where he provided strategic wealth management and investing guidance to his clients.

employment at Morgan Stanley and The Wool Group, Mr.

MS) from May 2013 to January 2021, where he where he where he

provided strategic wealth management and investing guidance to his clients.

Prior to his employment at Morgan Stanley and The Wool Group,

Wool was employed at Oppenheimer and Co., Inc.

in a number of roles, where he strategic

wealth management and investing guidance to his clients, from 2005 to 2013.

in a number of roles, where he strategic wealth management and investing guidance

to his clients, from 2005 to 2013.

Specifically, from 2010 until 2013, Mr.

Wool served as a

Managing Director of the Professional Investors Group for Oppenheimer Asia Ltd.

Wool currently serves as a board member of LifeLine

NY, a charity foundation focused on attain medical equipment for the underprivileged children of Serbia and a board member of CIRSD (Center

for International Relations and Sustainable Development), whose mission is to empower youth in communities with the greatest need to

reach their full potential and pursue higher education.

Wool is also a Partner at Merakia, a Greek steakhouse in the Flatiron district

of NYC and a Partner at Isouvlaki, which is a Quick Service Restaurant in the Tristan area.

Wool was involved in an arbitration

proceeding with FINRA, which was settled in 2011.

Wool served as a Managing Director of the Professional Investors

Group for Oppenheimer Asia Ltd.

Wool currently serves as a board member of LifeLine NY, a charity foundation focused on attain medical

equipment for the underprivileged children of Serbia and a board member of CIRSD (Center for International Relations and Sustainable

Development), whose mission is to empower youth in communities with the greatest need to reach their full potential and pursue higher

Wool is also a Partner at Merakia, a Greek steakhouse in the Flatiron district of NYC and a Partner at Isouvlaki, which

is a Quick Service Restaurant in the Tristan area.

Wool was involved in an arbitration proceeding with FINRA, which was

settled in 2011.

We believe Mr.

Wool is well qualified to serve as a director due to his extensive experience

in banking and wealth management.

Wool is well qualified to serve as a director due to his extensive experience in banking and wealth management.

Yu, who joined as a member of our Board of

Directors in 2022, has been the Managing Director of International Private Client Services for Revere Securities since January 2018.

more than a decade of experience working in financial services, she focuses on international business development and the cultivation

of overseas client banking relationships.

A naturalized U.S.

citizen originally from South Korea, Soo brings significant expertise in

Asian markets and expansive global reach through her connectivity with international contacts.

Soo earned her B.A.

in Fine Arts from

the Fashion Institute of Technology and studied at the University of Nottingham and the Paris Fashion Institute.

She holds Series 7 and

Series 66 designations and her real estate license.

Previously, she maintained her Series 79 and 24.

Soo actively supports several nonprofit

organizations, including philanthropies committed to improving the lives of children and the elderly as well as sustainability.

currently a board member of The Korean Community Services of Metropolitan New York, Inc.

The Board of Directors believes that Ms.

wealth management experience qualifies her to serve as a director of the Company.

Gregory James Blattner

Blattner, who joined as a member of our Board

of Directors in 2018, has nearly ten years of experience in the technology industry specializing in financial services.

January 2022, he has served as the Vice President of CDI’s Modern IT Operations Business.

CDI is technology services business that

helps it clients architect, deploy and manage all of their multiplatform hybrid IT solutions.

Prior to CDI Mr.

Blattner spent 7 years at Agio a progressive managed information technology and cybersecurity services provider, where he was responsible

for sales and account management of enterprise accounts.

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

Blattner was a business

development manager for the Eikon platform at Thomson Reuters.

From 2010 to 2013, Mr.

Blattner was a sales manager at American Express

for its foreign exchange business.

From 2005 to 2009, Mr.

Blattner held various positions at JPMorgan, first in the operational risk

management arm of the investment bank and later in Foreign Exchange product sales for its treasury services business.

From 2000 to 2004,

Blattner was an Associate at Morgan Stanley’s corporate treasury funding desk.

He earned a bachelor’s degree from

Iona College.

The Company believes Mr.

Blattner’s extensive experience in technology and operations solutions make him a qualified

appointee as director.

Carlos Aldavero

Aldavero has served as the President of Dominari

Financial Inc.

since July 22 , 2022.

Aldavero has over 25 years of experience in the financial sector, launching, growing

and managing domestic and international business units for global banks through client acquisition, client retention and advisor growth

within the wealth management, institutional and ultra-high net worth space.

From April 2014 to July 2022 he was the Associate

Complex Manager at Morgan Stanley’s New York office.

At Morgan Stanley, Mr.

Aldavero co-managed its largest flagship Wealth

Management Complex in the country, supervising and managing 245 Financial Advisors, with $70 billion in AUM and $500 million in revenues,

including 25 Private Wealth Management Advisors (UHNW), 125 domestic advisors and 120 international advisors, covering individuals, single

family offices, multi family offices, registered investment advisors and financial intermediaries.

Prior to Morgan Stanley, Mr.

held leadership roles at Merrill Lynch, Deutsche Bank, and Bear Stearns, among other international financial institutions.

his Bachelor’s degree of Science in Business Administration, Major in Finance, at Northeastern University School of Business in

Aldavero has his series 7, 9/10, 63, 66 securities licenses.

The Bord of Directors believes Mr.

Aldavero’s extensive

wealth management experience qualifies him to serve as the President of Dominari Financial Inc.

Christopher Devall

Devall has served as the Vice President of

Operations of the Company since July 1, 2022, and was a member of its advisory board from April 2022 to June 2022.

Devall served

as senior operations department head in the Department of Defense from February 2019 to June 2022, and as a senior operations department

manager from April 2016 to January 2019.

He is a retired military veteran.

Devall received his Masters of Business Administration

from the University of Virginia Darden School of Business and holds a B.S.

in Strategic Studies and Defense Analysis from Norwich University.

Devall has no family relationship with any of the executive officers or directors of the Company.

There are no arrangements or understandings

Devall and any other person pursuant to which he was appointed as an officer of the Company.

The Board of Directors believes

Devall’s prior operations background qualifies him to serve as the Vice President of Operations of the Company.

Family Relationships

There are no arrangements between our directors and any other person pursuant to which our directors were nominated

or elected for their positions.

There are no family relationships between any of our directors or executive officers.

16(a) Beneficial Ownership Reporting Compliance

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

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

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

solely upon a review of (i) copies of the Section 16(a) filings received during or with respect to 2021 and (ii) certain written representations

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

with respect to 2021 were filed in a timely manner.

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

have a standing Audit Committee.

The Audit Committee members are Mr.

Ledwick, Chair, Dr.

Vander Zanden and Mr.

The Audit Committee

has authority to review our financial records, deal with our independent auditors, recommend financial reporting policies to the Board

of Directors, and investigate all aspects of our business.

The Audit Committee Charter is available for your review on our website at

www.aikidopharma.com.

Each member of the Audit Committee satisfies the independence requirements and other criteria established by Nasdaq

and the SEC applicable to audit committee members.

The Board of Directors has determined that Mr.

Ledwick meets the requirements of an

audit committee financial expert as defined in the SEC and Nasdaq rules.

There are no arrangements between our directors

and any other person pursuant to which our directors were nominated or elected for their positions.

Yu have been married

since December 2010.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act, requires our

directors and executive officers, and anyone who beneficially owns ten percent (10%) or more of our Common Stock, to file with the SEC

initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock.

Anyone required to file such

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

Based solely upon a review of (i) copies of the

Section 16(a) filings received during or with respect to 2022 and (ii) certain written representations of our officers and directors,

we believe that all filings required to be made pursuant to Section 16(a) of the Exchange Act during and with respect to 2022 were filed

in a timely manner.

Audit Committee

The Audit Committee has been established in accordance

with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is currently comprised of

Timothy Ledwick (Chairman), Paul LeMire, and Robert J.

Vander Zanden, each of whom the Board of Directors has determined satisfies the

applicable SEC and Nasdaq independence requirements for audit committee members.

The Board of Directors has also determined that Mr.

is an “audit committee financial expert,” as defined by the applicable rules of the SEC and Nasdaq.

The Audit Committee is responsible for, among

other things:

the independence, qualifications, services, fees and performance of our independent registered

public accounting firm;

● appointing,

replacing and discharging our independent registered public accounting firm;

● pre-approving the

professional services provided by our independent registered public accounting firm;

the scope of the annual audit and reports and recommendations submitted by our independent

registered public accounting firm;

our financial reporting and accounting policies, including any significant changes, with

our management and our independent registered public accounting firm.

Nominating Committee

The Nominating Committee currently consists

of Gregory James Blattner (Chairman), Paul LeMire, and Robert Dudley, each of whom the Board of Directors has determined satisfies the

applicable SEC and Nasdaq independence requirements.

The Nominating Committee

reviews, evaluates and proposes candidates for election to our Board of Directors, and considers any nominees properly recommended by

stockholders.

The Nominating Committee promotes the proper constitution of our Board of Directors in order to meet its fiduciary obligations

to our stockholders, and oversees the establishment of, and compliance with, appropriate governance standards.

Compensation Committee

The Compensation Committee currently consists

of Kyle Wool (Chairman), Robert J.

Vander Zanden, and Robert Dudley, each of whom the Board of Directors has determined satisfies the

applicable SEC and Nasdaq independence requirements.

In addition, each member of the Compensation Committee has been determined to be

a non-employee director under Rule 16b-3 as promulgated under the Exchange Act.

The Compensation Committee reviews

and recommends to the Board of Directors the compensation for our executive officers and our non-employee directors for their

services as members of the Board of Directors.

Compensation Committee Interlocks and

Insider Participation

None of the members

of our Compensation Committee is or has been an officer or employee of our company.

None of our executive officers currently serves,

or in the past year has served, as a member of the Compensation Committee of any entity that has one or more of its executive officers

serving on our Board of Directors or Compensation Committee.

Compensation Recovery

Under the Sarbanes-Oxley

Act of 2002 (the “Sarbanes-Oxley Act”), in the event of material noncompliance with the financial reporting requirements

that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments

from our current and former executive officers.

We plan to implement a clawback policy to address this, although we have not yet

implemented such policy .

Code of Ethics and Code of Conduct

We are in the process

of adopting a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code will be posted on our website, www.aikidopharma.com.

The information on or accessed through our website is deemed

not to be incorporated in this Annual Report or to be part of this Annual Report.

EXECUTIVE COMPENSATION.

following Summary of Compensation table sets forth the compensation paid by our Company during the two years ended December 31, 2021

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

of Compensation

Name and Principal

Anthony Hayes, Chief Executive Officer, Director,

Principal Accounting Officer and Principal Financial

Darrell Dotson,

VP of Drug Development & General Counsel

The following Summary of Compensation table sets

forth the compensation paid by our Company during the two years ended December 31, 2022 and 2021, to all Executive Officers earning in

excess of $100,000 during any such year.

Summary of Compensation

and Principal Position

Incentive Plan Compensation

in Pension Value and Non-Qualified Deferred Compensation Earnings

Other Compensation

Executive Officer, Director,

Principal Accounting Officer and

Financial Officer

Drug Development & General Counsel

pursuant to the AIkido Pharma, Inc.

2013 Incentive Compensation Plan, 2014 Plan and 2020 Plan.

Disclosure to Summary Compensation Table

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

2013 Incentive Compensation Plan, 2014 Plan and 2020

Narrative Disclosure to Summary Compensation

Employment Agreements

Anthony Hayes

On April 1, 2016, we entered into an employment

agreement with Mr.

Anthony Hayes pursuant to which Mr.

Hayes serves as the Chief Executive

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

Hayes serves as the Chief Executive Officer for a period of one year, subject

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

Hayes a base salary of

$350,000 per annum.

Hayes will be entitled to receive an annual bonus in an amount equal to up to 100% of his base salary if we meet

or exceed certain criteria adopted by our Compensation Committee.

We further agreed to grant executive restricted stock units, pursuant

to the Corporation’s 2014 Equity Incentive Plan, with respect to 118,512 shares of the Company’s common stock.

the grant shall vest if as of December 31, 2016, the Corporation has pro-forma cash of at least five million dollars ($5,000,000) (cash

plus any cash used for a Board-approved extraordinary acquisition or transaction reconstituting the Company’s core operations,

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

As of June 30, 2020, 59,256 restricted

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

the April 1, 2016 employment agreement with Mr.

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

or pursuant to a change in control, grant Mr.

Hayes, in addition to reimbursement of any documented, unreimbursed expenses incurred prior

to such date, (i) any unpaid compensation and vacation pay accrued during the term of the Employment Agreement, and any other benefits

accrued to him under any of our benefit plans outstanding at such time, (ii) twelve (12) months base salary at the then current rate

to be paid in a single lump sum within thirty (30) days of Mr.

Hayes’ termination, (iii) continuation for a period of twelve (12)

months of any benefits as extended to our executive officers from time to time, including but not limited to group health care coverage

and (iv) payment on a pro rata basis of any annual bonus or other payments earned in connection with any bonus plans to which Mr.

was a participant as of the date of termination.

In addition, any options or restricted stock shall be immediately vested upon termination

Hayes’s employment without “cause” or pursuant to a change in control.

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

Hayes, pursuant to which, effective January

Hayes was entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company meets or exceeds

certain criteria adopted by the Compensation Committee of the Company’s Board of Directors.

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

Hayes will be entitled

to receive an annual bonus in an amount equal to up to 100% of his base salary if we meet or exceed certain criteria adopted by our Compensation

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

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

One-half of the grant shall vest if as of December 31, 2016, the

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

acquisition or transaction reconstituting the Company’s core operations, less accrued bonuses) and one-half shall vest upon the

Company meeting certain agreed upon criteria.

As of June 30, 2020, 59,256 restricted stock units were vested and 59,256 restricted stock

units were forfeited.

Under the April 1, 2016 employment agreement

Hayes, we have agreed to, in the event of termination by us without “cause” or pursuant to a change in control,

Hayes, in addition to reimbursement of any documented, unreimbursed expenses incurred prior to such date, (i) any unpaid compensation

and vacation pay accrued during the term of the Employment Agreement, and any other benefits accrued to him under any of our benefit

plans outstanding at such time, (ii) twelve (12) months base salary at the then current rate to be paid in a single lump sum within thirty

(30) days of Mr.

Hayes’ termination, (iii) continuation for a period of twelve (12) months of any benefits as extended to our executive

officers from time to time, including but not limited to group health care coverage and (iv) payment on a pro rata basis of any annual

bonus or other payments earned in connection with any bonus plans to which Mr.

Hayes was a participant as of the date of termination.

In addition, any options or restricted stock shall be immediately vested upon termination of Mr.

Hayes’s employment without “cause”

or pursuant to a change in control.

On October 19, 2017, the Company entered into

an amendment to the employment agreement of Mr.

Hayes, pursuant to which, effective January 1, 2017, Mr.

Hayes was entitled to receive

an annual cash bonus in an amount equal to up to $250,000 if the Company meets or exceeds certain criteria adopted by the Compensation

Committee of the Company’s Board of Directors.

In addition, Mr.

Hayes was awarded

a restricted stock unit grant for 30,000 shares of the Company’s common stock under the Company’s 2014 Equity Incentive Plan.

Such grant shall vest in installments, in tandem with the satisfaction of the same criteria to which the cash bonus is subject.

criteria are met, 100% of the grant of restricted stock units shall vest upon the determination of the Compensation Committee, which

in any event shall not be later than March 15, 2018.

June 28, 2021, the Company entered into an amendment to the employment agreement of Mr.

Hayes, pursuant to which, effective on July 1,

2021 the term of the employment agreement shall be extended to June 28, 2024 and that Mr.

Hayes’ executive compensation will be

increased to $500,000 annually.

Hayes was entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company

meets or exceeds certain criteria adopted by the Compensation Committee of the Company’s Board of Directors.

Hayes was awarded a restricted stock unit grant for 30,000 shares

of the Company’s common stock under the Company’s 2014 Equity Incentive Plan.

Such grant shall vest in installments, in tandem

with the satisfaction of the same criteria to which the cash bonus is subject.

If all criteria are met, 100% of the grant of restricted

stock units shall vest upon the determination of the Compensation Committee, which in any event shall not be later than March 15, 2018.

On June 28, 2021, the Company entered into an

amendment to the employment agreement of Mr.

Hayes, pursuant to which, effective on July 1, 2021 the term of the employment agreement

shall be extended to June 28, 2024 and that Mr.

Hayes’ executive compensation will be increased to $500,000 annually.

was entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company meets or exceeds certain criteria adopted

by the Compensation Committee of the Company’s Board of Directors.

All other terms of Mr.

Hayes’ employment agreement, effective

as of April 1, 2016, as amended on October 9, 2017, remain in full force and effect.

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

Hayes’ employment

agreement, effective as of April 1, 2016, as amended on October 9, 2017 and June 28, 2021, remain in full force and effect.

Darrell Dotson

On January 1, 2017, we entered into an employment

agreement with Mr.

Darrell Dotson pursuant to which Mr.

Dotson serves as the Vice President,

for a period of three months, which shall automatically be extended for three months unless either party provides notice of non-renewal.

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

Dotson serves as the Vice President, for a period of three months, which shall

automatically be extended for three months unless either party provides notice of non-renewal.

In consideration for his employment, we

agreed to pay Mr.

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

Dotson will be entitled to

receive an annual bonus in an amount equal to up to 50% of his base salary if we meet or exceed certain criteria adopted by our Compensation

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

in addition to the cash bonus, upon confirmation by the compensation committee.

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

Dotson will be entitled to receive an annual bonus in an amount equal

to up to 50% of his base salary if we meet or exceed certain criteria adopted by our Compensation Committee.

We further agreed to grant

executive restricted stock units, pursuant to the Corporation’s 2014 Equity Incentive Plan, in addition to the cash bonus, upon

confirmation by the compensation committee.

On March 24, 2020, we entered into an amendment

to the employment agreement of Mr.

Dotson pursuant to which Mr.

Dotson was entitled to receive

a base salary of $250,000 per annum.

On July 1, 2021, we entered into a second amendment to the employment agreement of Mr.

Dotson pursuant

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

the January 1, 2017 employment agreement with Mr.

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

or pursuant to a change in control, grant Mr.

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

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

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

of twelve (12) months of any benefits as extended to our executive officers from time to time, including but not limited to group health

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

Dotson was a participant as of the date of termination.

In addition, any options or restricted stock shall be immediately vested

upon termination of Mr.

Dotson employment without “cause” or pursuant to a change in control.

Equity Awards at December 31, 2021

Option Awards

Unexercisable

July 1, 2021, we entered into a second amendment to the employment agreement of Mr.

Dotson pursuant to which Mr.

Dotson was entitled

to receive a base salary of $300,000 per annum.

Under the January 1, 2017 employment agreement

Dotson, we have agreed to, in the event of termination by us without “cause” or pursuant to a change in control,

Dotson, in addition to reimbursement of any documented, unreimbursed expenses incurred prior to such date, (i) a cash payment

of $250,000 and any unpaid compensation and vacation pay accrued during the term of his employment agreement, and any other benefits

accrued to him under any of our benefit plans outstanding at such time, (ii) continuation for a period of twelve (12) months of any benefits

as extended to our executive officers from time to time, including but not limited to group health care coverage and (iii) payment on

a pro rata basis of any annual bonus or other payments earned in connection with any bonus plans to which Mr.

Dotson was a participant

as of the date of termination.

In addition, any options or restricted stock shall be immediately vested upon termination of Mr.

employment without “cause” or pursuant to a change in control.

We provided timely notice of non-renewal of Mr.

Dotson’s contract ending December 31, 2022 and Mr.

Dotson’s employment terminated without “cause” on December

Christopher Devall

On July 1, 2022, we entered into an employment

agreement with Mr.

Christopher Devall pursuant to which Mr.

Devall serves as the Vice President, for a period of five years, which shall

automatically be extended for an additional year unless either party provides notice of non-renewal.

In consideration for his employment,

we agreed to pay Mr.

Devall a base salary of $250,000 per annum (which was prorated to $125,000 during the first year).

The employment

agreement provides for an annual salary of $300,000 in year two and $350,000 in year three through five.

Devall was paid a $50,000

signing bonus in restricted stock that will fully vest on January 1, 2023.

Devall’s employment agreement also provides for

an annual bonus of a minimum of $50,000, to be paid in cash of restricted based on the determination of the Compensation Committee of

the Board of Directors.

We further agreed to grant executive restricted stock units (RSUs), pursuant to the Corporation’s 2014

Equity Incentive Plan, in addition to the cash bonus, upon confirmation by the Compensation Committee in the amount of $1,000,000.

RSUs vest on a pro rata basis on each of the twelve calendar quarters starting after the grant date.

Devall is also entitled to the

payment or reimbursement of up to $10,000 per month for reasonable out-of-pocket expenses.

The employment agreement also provides for customary

events of termination of employment and provides that in the event of termination as a result of Mr.

Devall’s death or disability,

Devall is entitled to severance consisting of (i) twelve (12) months of his then current base salary, payable in a lump sum, less

withholding of applicable taxes, within thirty (30) days of the date of termination;

(ii) if he elects continuation coverage for group

health coverage pursuant to COBRA, then for a period of twelve (12) months following the termination of Mr.

Devall’s employment

the Company will pay such amount of the COBRA premiums so that Mr.

Devall is only required to pay the portion of the premiums that active

employees are required to pay;

and (iii) payment on a pro-rated basis of any annual bonus or other payments earned in connection with

any bonus plan to which Mr.

Devall was a participant as of the date of death or disability.

In the event of termination of Mr.

employment (i) as a result of the non-renewal of the employment agreement by the Company at the end of the then current term, (ii) by

Devall for “good reason” (as such term is defined in the employment agreement), (iii) by the Company, without cause,

or (iv) by Mr.

Devall, in the event of a change in control, then Mr.

Devall is entitled to the same severance as provided above.

Additionally,

if termination is by Mr.

Devall for good reason or by the Company, without cause, then all equity grants held by Mr.

Devall will immediately

Carlos Aldavero

On July 22, 2022, the Company entered into an

employment agreement with Mr.

Carlos Aldavero to serve as the President of Dominari Financials Inc., a wholly owned subsidiary of the

Company, for a period of three years, which shall automatically be extended for an additional year unless either party provides notice

of non-renewal.

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

Aldavero a base salary of $450,000 per annum (which was prorated

to $198,750 during the first year).

Following the initial three year term, the Compensation Committee of the Board of Directors has the

right no obligation make any adjustments to Mr.

Aldavero’s base salary as it deems fit.

The employment agreement provides for a

cash signing bonus in the amount of $213,000 upon the effective date of the employment agreement.

Aldavero’s employment agreement

also provides for an annual bonus at the discretion of the Board of Directors, to be paid in cash of restricted based on the determination

of the Compensation Committee of the Board of Directors.

We further agreed to grant executive restricted stock units (RSUs), pursuant

to the Company’s 2014 Equity Incentive Plan (the 2014 Plan), in addition to the cash bonus, upon confirmation by the Compensation

Committee, in the amount of 50,000 shares.

This grant has not been made prior to December 31, 2022 because the 2014 Plan has no shares

The RSUs vest on a pro rata basis on each of the ten calendar months starting after the grant date.

Aldavero is also entitled

to RSUs in an amount equal to 2.5% of the Company’s fair market value as determined by the Board of Directors in good faith.

RSUs vest on a pro rata basis on each of the twelve calendar quarters following the the grant date.

This grant has not been made prior

to December 31, 2022 because the 2014 Plan has no shares available.

The employment agreement also provides for customary

events of termination of employment and provides that in the event of termination as a result of Mr.

Aldavero’s death or disability,

Aldavero is entitled to severance consisting of (i) twelve (12) months of his then current base salary, payable in a lump sum, less

withholding of applicable taxes, within thirty (30) days of the date of termination;

(ii) if he elects continuation coverage for group

health coverage pursuant to COBRA, then for a period of twelve (12) months following the termination of Mr.

Aldavero’s employment

the Company will pay such amount of the COBRA premiums so that Mr.

Aldavero is only required to pay the portion of the premiums that

active employees are required to pay;

and (iii) payment on a pro-rated basis of any annual bonus or other payments earned in connection

with any bonus plan to which Mr.

Devall was a participant as of the date of death or disability.

In the event of termination of Mr.

employment (i) as a result of the non-renewal of the employment agreement by the Company at the end of the then current term, (ii) by

Aldavero for Good Reason (as such term is defined in the Amended employment agreement), (iii) by the Company, without cause, or (iv)

Aldavero, in the event of a change in control, then Mr.

Aldavero is entitled to the same severance as provided above.

Additionally,

if termination is by Mr.

Aldavero for good reason or by the Company, without cause, then all equity grants held by Mr.

Aldavero will

immediately vest.

Outstanding Equity Awards at December 31,

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price ($)

Option Expiration Date

Anthony Hayes

Darrell Dotson

following table summarizes the compensation paid to non-employee directors during the year ended December 31, 2021.

paid in cash ($)

Incentive Plan

Compensation ($)

Value and Non-

Compensation($)

Director Compensation

The following table summarizes the compensation

paid to non-employee directors during the year ended December 31, 2022.

Fees earned or paid in cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation

Change in Pension Value and Non-Qualified

Deferred Compensation Earnings

All Other Compensation

Vander Zanden (2)

4 unchanged sentences

Kyle Wool (7)

stock options were granted in accordance with ASC Topic 718.

stock awards were granted in accordance with ASC Topic 718 – Compensation – Stock Compensation .

Vander Zanden was paid $75,000 in cash compensation for his service as a director in 2022.