Dominari Holdings Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES 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 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. 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 31, 2022. 52 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. Therefore, 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 Reporting 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. Item 9B. OTHER INFORMATION. None. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. 53 PART III Item 10. 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. Director Name Age Position Since Robert J. Vander Zanden (1)(2)(5) 77 Director and Chairman of the Board 2004 Anthony Hayes(6) 54 Chief Executive Officer, Principal Accounting Officer, Principal Financial Officer and Director 2013 Tim S. Ledwick (1)(5) 65 Director 2015 Gregory James Blattner(1)(3)(4)(7) 44 Director 2018 Paul LeMire(2)(3)(4)(7) 67 Director 2020 Robert Dudley(2)(3)(6) 67 Director 2020 Kyle Wool(2)(4)(7) 44 Director 2021 Soo Yu(6) 52 Director 2022 Carlos Aldavero 52 President, Dominari Financial Inc. - Christopher Devall 40 Vice President of Operations - (1) Member of our Audit Committee. (2) Member of our Compensation Committee. (3) Member of our Nominating Committee. (4) Member of our Investment Committee. (5) Class I Director whose directorship will be voted on by shareholders at the 2024 Annual Shareholder Meeting. (6) Class II Director whose directorship will be voted on by shareholders at the 2025 Annual Shareholder Meeting. (7) Class III Director whose directorship will be voted on by shareholders at the 2023 Annual Shareholder Meeting. The biographies of our current directors and significant employees are as follows: Dr. Robert J. Vander Zanden Dr. Robert J. 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. Dr. Vander Zanden holds a Ph.D. in Food Science and an M.S. in Inorganic Chemistry from Kansas State University, and a B.S. in Chemistry from the University of Wisconsin - Platteville, where he was named a Distinguished Alumnus in 2002. In his 30-year career, he has been with ITT Continental Baking Company as a Product Development Scientist; 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. Dr. Vander Zanden retired from Kraft Foods in 2004. He currently holds the title of Adjunct Professor and Lecturer in the Department of Food, Nutrition and Packaging Sciences at Clemson University, where he also is a member of their Industry Advisory Board. His focus on achieving product and process innovation through training, team building and creating positive working environments has resulted in his being recognized with many awards for product and packaging innovation. Mr. 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 Mr. 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. Mr. 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. Mr. 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. Mr. Hayes received his Juris Doctorate from Tulane University School of Law and his B.A. in economics from Mary Washington College. The Board believes Mr. Hayes is qualified to serve as a director of the Company based on his intimate knowledge of the Company through his service as Chief Executive Officer. On March 10, 2017, as a result of Mr. Frank Reiner’s resignation as Chief Financial Officer, Mr. Hayes began serving as the Company’s Principal Accounting Officer. 54 Tim S. Ledwick Mr. Tim S. 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 2022. 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 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. Mr. 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. Paul LeMire Mr. 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. Mr. 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. Mr. LeMire holds a Master of Science degree in Mechanical Engineering from Polytechnic University, a Master of Business Administration from Adelphia University and a Bachelor of Science degree from Manhattan College. The Board of Directors believes that Mr. LeMire’s executive experience and financial expertise qualifies him to serve as a director of the Company. Robert Dudley Mr. 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. Mr. 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. Later, Mr. 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. Dudley’s executive experience and financial expertise qualifies him to serve as a director of the Company. Kyle Wool Mr. 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. Prior to his employment at Morgan Stanley and The Wool Group, Mr. 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. Specifically, from 2010 until 2013, Mr. Wool served as a Managing Director of the Professional Investors Group for Oppenheimer Asia Ltd. Mr. 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. Mr. 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. In 2009, Mr. 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. 55 Soo Yu Ms. 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. With 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. She is currently a board member of The Korean Community Services of Metropolitan New York, Inc. The Board of Directors believes that Ms. Yu’s wealth management experience qualifies her to serve as a director of the Company. Gregory James Blattner Mr. 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. Since 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, Mr. 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 Mr. Aldavero has served as the President of Dominari Financial Inc. since July 22 , 2022. Mr. 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. Aldavero held leadership roles at Merrill Lynch, Deutsche Bank, and Bear Stearns, among other international financial institutions. He received his Bachelor’s degree of Science in Business Administration, Major in Finance, at Northeastern University School of Business in 1995. Mr. 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 Mr. 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. Mr. 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. Mr. 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. Mr. Devall has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Devall and any other person pursuant to which he was appointed as an officer of the Company. The Board of Directors believes that Mr. 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. Mr. Wool and Ms. Yu have been married since December 2010. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act, requires our directors and executive officers, and anyone who beneficially owns ten percent (10%) or more of our Common Stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock. Anyone required to file such reports also need to provide us with copies of all Section 16(a) forms they file. 56 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. Ledwick 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: ● reviewing 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; ● reviewing the scope of the annual audit and reports and recommendations submitted by our independent registered public accounting firm; and ● reviewing 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. Item 11. EXECUTIVE COMPENSATION. 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 $100,000 during any such year. 57 Summary of Compensation Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($)(1) Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Anthony Hayes, 2022 500,000 500,000 484,888 - - - 208,462 1,693,350 Chief Executive Officer, Director, Principal Accounting Officer and Principal Financial Officer 2021 460,000 500,000 - - - - - 960,000 Darrell Dotson, 2022 317,308 - - - - - - 317,308 VP of Drug Development & General Counsel 2021 275,000 50,000 - - - - - 325,000 Christopher Devall, 2022 125,000 100,000 47,601 - - - - 272,601 VP of Operations 2021 - - - - - - - - Carlos Aldovero, 2022 198,750 213,000 146,250 - - 71,589 629,589 President 2021 - - - - - - - - (1) Awards pursuant to the AIkido Pharma, Inc. 2013 Incentive Compensation Plan, 2014 Plan and 2020 Plan. Narrative Disclosure to Summary Compensation Table 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. In consideration for his employment, we agreed to pay Mr. Hayes a base salary of $350,000 per annum. Mr. Hayes will be entitled to receive an annual bonus in an amount equal to up to 100% of his base salary if we meet or exceed certain criteria adopted by our Compensation Committee. We further agreed to grant executive restricted stock units, pursuant to the Corporation’s 2014 Equity Incentive Plan, with respect to 118,512 shares of the Company’s common stock. One-half of the grant shall vest if as of December 31, 2016, the Corporation has pro-forma cash of at least five million dollars ($5,000,000) (cash plus any cash used for a Board-approved extraordinary acquisition or transaction reconstituting the Company’s core operations, less accrued bonuses) and one-half shall vest upon the Company meeting certain agreed upon criteria. As of 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 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. 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. 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. 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. All other terms of 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. 58 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 a base salary of $125,000 per annum. 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 to which Mr. Dotson was entitled to receive a base salary of $300,000 per annum. Under the January 1, 2017 employment agreement with Mr. Dotson, we have agreed to, in the event of termination by us without “cause” or pursuant to a change in control, grant Mr. Dotson, in addition to reimbursement of any documented, unreimbursed expenses incurred prior to such date, (i) a cash payment of $250,000 and any unpaid compensation and vacation pay accrued during the term of his employment agreement, and any other benefits accrued to him under any of our benefit plans outstanding at such time, (ii) continuation for a period of twelve (12) months of any benefits as extended to our executive officers from time to time, including but not limited to group health care coverage and (iii) payment on a pro rata basis of any annual bonus or other payments earned in connection with any bonus plans to which Mr. Dotson was a participant as of the date of termination. In addition, any options or restricted stock shall be immediately vested upon termination of Mr. Dotson employment without “cause” or pursuant to a change 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 31, 2022. 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. Mr. Devall was paid a $50,000 signing bonus in restricted stock that will fully vest on January 1, 2023. Mr. 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. The RSUs vest on a pro rata basis on each of the twelve calendar quarters starting after the grant date. Mr. 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, Mr. 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. Devall’s 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 Mr. 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 vest. 59 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. Mr. 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 available. The RSUs vest on a pro rata basis on each of the ten calendar months starting after the grant date. Mr. 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. The 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, Mr. 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. Aldavero’s 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 Mr. Aldavero for Good Reason (as such term is defined in the Amended employment agreement), (iii) by the Company, without cause, or (iv) by Mr. 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, 2022 Option Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Anthony Hayes 2,941 - $ 10.88 12/23/2030 Darrell Dotson 72 - $ 1,839.49 8/1/2024 60 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 ($) All Other Compensation ($) Total ($) Robert J. Vander Zanden (2) 75,000 49,360 - - - - 124,360 Tim Ledwick (3) 82,500 49,360 - - - - 131,860 Gregory Blattner (4) 65,000 49,360 - - - - 114,360 Paul LeMire (5) 65,000 49,360 - - - - 114,360 Robert Dudley (6) 70,000 49,360 - - - - 119,360 Kyle Wool (7) 32,143 484,888 - - - 248,071 765,102 Yu Soo (8) 36,607 49,360 - - - - 85,967 (1) All stock awards were granted in accordance with ASC Topic 718 – Compensation – Stock Compensation . (2) Mr. Vander Zanden was paid $75,000 in cash compensation for his service as a director in 2022. In addition, in August 2022, Mr. Vander Zanden was granted 8,000 shares of restricted stock awards for a fair value of $49,360. (3) Mr. Ledwick was paid $82,500 in cash compensation for his service as a director in 2022. In addition, in August 2022, Mr. Ledwick was granted 8,000 shares of restricted stock awards for a fair value of $49,360. (4) Mr. Blattner was paid $65,000 in cash compensation for his service as a director in 2022. In addition, in August 2022, Mr. Blattner was granted 8,000 shares of restricted stock awards for a fair value of $49,360. (5) Mr. LeMire was paid $65,000 in cash compensation for his service as a director in 2022. In addition, in August 2022, Mr. LeMire was granted 8,000 shares of restricted stock awards for a fair value of $49,360. (6) Mr. Dudley was paid $70,000 in cash compensation for his service as a director in 2022. In addition, in August 2022, Mr. Dudley was granted 8,000 shares of restricted stock awards for a fair value of $49,360. (7) Mr. Wool was paid $32,143 in cash compensation for his service as a director in 2022. In addition, in August 2022, Mr. Wool was granted 78,588 shares of restricted stock awards for a fair value of $484,888. Mr. Wool was also granted $248,071 stock awards tax withholding bonus. (8) Mr. Soo was paid $36,607 in cash compensation for his service as a director in 2022. In addition, in August 2022, Mr. Soo was granted 8,000 shares of restricted stock awards for a fair value of $49,360. Non-employee directors received the following annual compensation for service as a member of the Board for the fiscal year ended December 31, 2022: Annual Retainer $ 65,000 To be paid in cash in four equal quarterly installments. Additional Retainer $ 5,000 To be paid to the Chairman of the Board upon election annually. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDERS Securities Authorized for Issuance under Equity Compensation Plans The following table provides information about our Common Stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31, 2022. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (2) Equity compensation plans approved by security holder 31,193 $ 302.97 26,726 Equity compensation plans not approved by security holder - - - 31,193 26,726 (1) Consists of options to acquire 1,182 shares of our common stock under the 2013 Equity Incentive Plan and 25,537 under the 2014 Equity Incentive Plan. (2) Consists of shares of Common Stock available for future issuance under our equity incentive plans. 61 Beneficial Ownership of our Capital Stock by Certain Beneficial Owners and Management The following tables set forth certain information concerning the number of shares of our Common Stock, Series D Preferred Stock and Series D-1 Preferred Stock owned beneficially as of March 20, 2023 by (i) our officers and directors as a group and (ii) each person (including any group) known to us to own more than 5% of our Common Stock, Series D Preferred Stock and Series D-1 Preferred Stock. As of March 20, 2023 there were 4,840,597 shares of Common Stock outstanding, 3,825 shares of Series D Preferred Stock outstanding and 834 shares of Series D-1 Preferred Stock outstanding. Unless otherwise indicated, it is our understanding and belief that the stockholders listed possess sole voting and investment power with respect to the shares shown. Common Stock Beneficially Owned Series D Preferred Stock Series D-1 Preferred Stock Name of Beneficial Owner(1) Shares Percentage Shares Percentage Shares Percentage Robert J. Vander Zanden 12,702 (2) * — — — — Anthony Hayes 176,681 (3) 3.64 % — — — — Tim S. Ledwick 12,826 (4) * — — — — Paul LeMire 12,411 (5) * Robert Dudley 12,411 (6) * Gregory James Blattner 12,411 (7) * Kyle Wool 197,080 (8) 4.07 % Soo Yu 83,701 (9) 1.72 % Christopher Devall 13,835 (10) * Carlos Aldavero 25,000 (11) * All Directors and Officers as a Group (10 persons) 436,522 9.43 % — — — — Stockholders Daniel W. Armstrong 611 Loch Chalet Ct Arlington, TX 76012-3470 10 (12) * 1,350 28.57 % — — R. Douglas Armstrong 570 Ocean Dr. Apt 201 Juno Beach, FL 33408-1953 4 (13) * 450 9.52 % — — Thomas Curtis 4280 10 Oaks Road Dayton, MD 21036-1124 7 (14) * 900 19.05 % — — Francis Howard 376 Victoria Place London, SW1 V1AA United Kingdom 7 (15) * 900 19.05 % — — Charles Strogen 6 Winona Ln Sea Ranch Lakes, FL 33308-2913 9 (16) * 1,125 23.81 % — — Chai Lifeline Inc. 151 West 30th Street, Fl 3 New York, NY 10001-4027 7 (17) * — — 834 100 % * Less than 1% of the outstanding shares of the Company Common Stock. (1) Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. (2) Includes 9,761 shares of Common Stock and 2,941 options for purchase of Common Stock, which are exercisable within 60 days of March 20, 2023. (3) Includes 173,740 shares of Common Stock and 2,941 options for purchase of Common Stock, which are exercisable within 60 days of March 20, 2023. (4) Includes 9,885 shares of Common Stock and 2,941 options for purchase of Common Stock, which are exercisable within 60 days of March 20, 2023. (5) Includes 9,470 shares of Common Stock and 2,941 options for purchase of Common Stock, which are exercisable within 60 days of March 20, 2023. (6) Includes 9,470 shares of Common Stock and 2,941 options for purchase of Common Stock, which are exercisable within 60 days of March 20, 2023. (7) Includes 9,470 shares of Common Stock and 2,941 options for purchase of Common Stock, which are exercisable within 60 days of March 20, 2023. (8) Includes 197,080 shares of Common Stock. (9) Includes 83,701 shares of Common Stock. (10) Includes 13,835 shares of Common Stock. (11) Includes 25,000 shares of Common Stock. 62 (12) Represents 10 shares of Common Stock issuable upon conversion of the Series D Preferred, which are convertible within 60 days of March 20, 2023. (13) Represents 4 shares of Common Stock issuable upon conversion of the Series D Preferred, which are convertible within 60 days of March 20, 2023. (14) Represents 7 shares of Common Stock issuable upon conversion of the Series D Preferred, which are convertible within 60 days of March 20, 2023. (15) Represents 7 shares of Common Stock issuable upon conversion of the Series D Preferred, which are convertible within 60 days of March 20, 2023. (16) Represents 9 shares of Common Stock issuable upon conversion of the Series D Preferred, which are convertible within 60 days of March 20, 2023. (17) Represents 7 shares of Common Stock issuable upon conversion of the Series D-1 Preferred, which are convertible within 60 days of March 20, 2023. Effective March 23, 2020, and as amended and restated on November 24, 2020, the Company and Continental Stock Transfer & Trust Co. (the “Rights Agreement”) The Rights Agreement provides each stockholder of record a dividend distribution of one “right” for each outstanding share of Common Stock. Rights become exercisable at the earlier of ten days following: (1) a public announcement that an acquirer has purchased or has the right to acquire 4.99% or more of our Common Stock, in connection with, (x) the Company consolidating, or merging into any other person, (y) any person consolidates or merges with or into the Company or (z) the Company sells or otherwise transfers to any person or persons, in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company, or (2) the commencement of a tender offer which would result in an offer or beneficially owning 10% or more of our outstanding Common Stock. All rights held by an acquirer or offer or expire on the announced acquisition date, and all rights expire at the close of business on March 23, 2023, subject to further extension. Each right entitles a stockholder to acquire, at a price of $5.00 per one one-thousandth of a share of our Series A Preferred Stock, subject to adjustments, which carries voting and dividend rights similar to one share of our Common Stock. The purchase price of the preferred stock fractional amount is subject to adjustment for certain events as described in the Rights Agreement. At the discretion of a majority of the Board of Directors and within a specified time period, we may redeem all of the rights at a price of $0.0001 per right. The Board may also amend any provisions of the Rights Agreement prior to exercise. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The current Board of Directors consists of Mr. Tim S. Ledwick, Mr. Anthony Hayes, Dr. Robert J. Vander Zanden, Mr. Robert Dudley, Mr. Paul LeMire, Mr. Kyle Wool, Mr. Gregory James Blattner, and Ms. Soo Yu. The Board of Directors has determined that Dr. Vander Zanden, Mr. Ledwick, Mr. Wool, Mr. Blattner, and Ms. Yu are independent directors within the meaning of the applicable Nasdaq rules. Our Audit, Compensation, and Nominating Committees consist solely of independent directors. We have not adopted written policies and procedures specifically for related person transactions. Our Board of Directors is responsible to approve all related party transactions, and approved each of the transactions set forth above. The Company has engaged the services of Revere Securities, LLC (“Revere”) to strategically manage and build the Corporation’s investment processes since 2021. Kyle Wool is the president of Revere. On March 14, 2022 the Board approved and consented to an affiliated transaction whereby Anthony Hayes will acquire an 8% ownership interest in Revere on the terms and subject to the conditions set forth in a Purchase Agreement. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Fees Paid to Auditor The following table sets forth the fees paid by our Company to Marcum LLP for audit and other services provided for the fiscal year ended December 31, 2022. Marcum LLP did not provide any services in 2021. 2022 Audit Fees $ 91,417 Audit Related Fees - Tax Fees - All Other Fees - Total $ 91,417 The following table sets forth the fees paid by our Company to WithumSmith+Brown, PC for audit and other services provided for the fiscal year ended December 31, 2021. 2021 Audit Fees $ 41,200 Audit Related Fees - Tax Fees - All Other Fees - Total $ 41,200 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. No non-audit services were performed by our principal accountants during the fiscal years ended December 31, 2022 and 2021. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of the services provided by our principal accountants. 63 PART IV Item 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES Consolidated Financial Statements The following consolidated financial statements are included in Item 8 herein: 2. Consolidated Financial Statement Schedules None 64 Exhibits Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated April 24, 2014 (incorporated by reference to Form 8-K filed April 25, 2014) 3.2 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Spherix Incorporated, dated March 2, 2016 (incorporated by reference to Form 8-K filed March 18, 2016) 3.3 Amended and Restated Bylaws of Spherix Incorporated (incorporated by reference to Form 8-K filed October 15, 2013) 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Spherix Incorporated, effective March 4, 2016 (incorporated by reference to Form 10-K filed March 29, 2016) 3.5 Second Amended and Restated Bylaws of AIkido Pharma Inc. (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed October 5, 2020) 3.6 Amendment No. 1 to the Second Amended and Restated Bylaws of AIkido Pharma Inc. (incorporated by reference to Form 8-K filed on November 9, 2021) 3.7 Certificate of Amendment to Amended and Restated Articles of Incorporation of Aikido Inc., effective on June 7, 2022 (incorporated by reference to Form 8-K filed on June 10, 2022) 3.8 Certificate of Amendment to Amended and Restated Articles of Incorporation of Aikido Inc., effective on December 22, 2022 (incorporated by reference to Form 8-K filed on December 22, 2022) 4.1 Specimen Certificate for common stock, par value $0.0001 per share, of Spherix Incorporated (incorporated by reference to Form S-3/A filed April 17, 2014) 4.2 Certificate of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (incorporated by reference to Form 8-K/A filed on June 2, 2014) 4.3 Certificate of Designation of Preferences, Rights and Limitations of Series K Convertible Preferred Stock (incorporated by reference to Form 8-K filed on December 3, 2015) 4.4 Certificate of Designation of Preferences, Rights and Limitations of Series O Redeemable Convertible Preferred Stock (incorporated by reference to Form 8-K filed on March 2, 2022) 4.5 Certificate of Designation of Preferences, Rights and Limitations of Series P Redeemable Convertible Preferred Stock (incorporated by reference to Form 8-K filed on March 2, 2022) 4.6* Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 65 10.1 Agreement and Plan of Merger, dated April 2, 2013 (incorporated by reference to the Form 8-K filed on April 4, 2013) 10.2 First Amendment to Agreement and Plan of Merger, dated August 30, 2013 (incorporated by reference to the Form 8-K filed on September 4, 2013) 10.3 Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed December 20, 2013) 10.4 Amendment to Spherix Incorporated 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed on March 28, 2014) 10.5 Form of Indemnification Agreement (incorporated by reference to the Form 8-K filed on September 10, 2013) 10.6 Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on September 13, 2013) 10.7** Patent Purchase Agreement, by and between Spherix Incorporated and Rockstar Consortium US LP, including Amendment No. 1 thereto (incorporated by reference to the Form 8-K/A filed on November 19, 2013) 10.8 Confidential Patent Purchase Agreement, dated December 31, 2013, by and between Spherix Incorporated and Rockstar Consortium US LP (incorporated by reference to the Form S-1/A filed January 21, 2014) 10.9 Settlement and License Agreement, dated October 13, 2015, by and between Spherix Incorporated and Huawei Technologies Co., Ltd. (incorporated by reference to Form 10-K filed March 29, 2016) 10.10 Patent License Agreement, dated as of November 23, 2015, by and between Spherix Incorporated and RPX Corporation (incorporated by reference to Form 8-K filed November 30, 2015 10.11 Employment Agreement, effective as of April 1, 2016, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to Form 8-K filed May 26, 2016) 10.12 Amendment to Employment Agreement, by and between Spherix Incorporated and Anthony Hayes (incorporated by reference to the Form 8-K filed on October 25, 2017) 10.13 Patent License Agreement, dated as of May 23, 2016, by and between Spherix Incorporated and RPX Corporation (incorporated by reference to Form 10-Q filed August 15, 2016) 10.14 Technology Monetization Agreement, dated as of March 11, 2016, and amended as of April 22, 2016, April 27, 2016 and May 22, 2016, by and between Spherix Incorporated and Equitable IP Corporation (incorporated by reference to Form 8-K filed August 2, 2016) 10.15 Assignment and Assumption of Rights Agreement, dated as of June 16, 2016, by and between Spherix Incorporated and Transfer Online, Inc. (incorporated by reference to Form 8-K filed June 21, 2016) 10.16 Agreement and Plan of Merger, dated as of March 12, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary Inc., DatChat, Inc. and Darin Myman (incorporated by reference to Form 8-K filed March 14, 2018) 10.17 Assignment of Agreement, dated as of November 13, 2019, by and among The University of Texas in Austin, on behalf of the Board of Regents of the University of Texas, CBM BioPharma, Inc. and Spherix Incorporated (incorporated by reference to the Company’s Annual Report on Form 10-K filed on February 3, 2020) 10.18 Assignment of Agreement, dated as of November 13, 2019, by and among Wake Forest University Health Sciences, CBM BioPharma, Inc. and Spherix Incorporated (incorporated by reference to the Company’s Annual Report on Form 10-K filed on February 3, 2020) 10.19 First Amendment to Agreement and Plan of Merger, dated as of May 3, 2018, by and among Spherix Incorporated, Spherix Merger Subsidiary Inc., DatChat, Inc. and Darin Myman (incorporated by reference to Form 8-K filed May 7, 2018) 66 10.20 Agreement and Plan of Merger, dated as of October 10, 2018, by and among Spherix Incorporated, Spherix Delaware Merger Sub Inc., Scott Wilfong and CBM Biopharma, Inc. (incorporated by reference to Form 8-K filed October 16, 2018) 10.21 At The Market Offering Agreement, dated as of August 9, 2019, by and between Spherix Incorporated and H.C. Wainwright & Co., LLC (incorporated by reference to Form 8-K filed August 9, 2019) 10.22 Asset Purchase Agreement, dated as of May 15, 2019, by and between the Company and CBM BioPharma, Inc. (incorporated herein by reference to Form 10-Q filed on August 14, 2019) 10.23 Amendment No. 1 to Asset Purchase Agreement, dated as of May 30, 2019, by and between the Company and CBM BioPharma, Inc. (incorporated herein by reference to Form 10-Q filed on August 14, 2019) 10.24 Amendment No. 2 to Asset Purchase Agreement, dated as of December 5, 2019, by and between the Company and CBM BioPharma, Inc. (incorporated herein by reference to Form 8-K filed on December 10, 2019) 10.25 Amendment to Aikido Pharma Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company’s Proxy Statement on Form DEF 14A filed October 5, 2020) 10.26 Form of Securities Purchase Agreement Between AIKido Pharma Inc. and the Investors thereto, dated February 24, 2022 (incorporated by reference to Form 8-K filed on March 2, 2022) 10.27 Confirmation of Mutual Understanding Between Aikido Pharma Inc. and each of the Warrant Holders, dated as of March 24, 2022 (incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 28, 2022) 10.28 Employment Agreement, Made and Entered into as of July 1, 2022, By and Between Aikido Pharma Inc. and Christopher Devall (incorporated by reference to Form 8-K Filed on January 6, 2023) 10.29* Employment Agreement, Made and Entered into as of July 22, 2022, By and Between Aikido Pharma Inc. and Carlos Aldavero 10.30 Amendment to Employment Agreement, Dated as of January 1, 2023, By and Between Dominari Holdings Inc. and Christopher Devall (incorporated by reference to Form 8-K filed on January 6, 2023) 10.31 Amended and Restated Membership Interest Purchase Agreement, Dated as of March 27, 2023, by and among Fieldpoint Private Securities, LLC, Fieldpoint Private Bank & Trust, and Dominari Financial Inc.(incorporated by reference to Form 8-K filed on March 28, 2023) 21.1* List of Subsidiaries 23.1* Consent of Marcum LLP 23.2* Consent of WithumSmith+Brown, PC 31.1* Certification of Principal Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Pursuant to a Confidential Treatment Request under Rule 24b-2 filed with and approved by the SEC, portions of this exhibit have been omitted Item 16. Form 10-K Summary Not applicable. 67 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dominari Holdings Inc. (Registrant) By: /s/ Anthony Hayes Anthony Hayes Date: March 31, 2023 Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Anthony Hayes Chief Executive Officer and Director March 31, 2023 Anthony Hayes /s/ Tim S. Ledwick Director March 31, 2023 Tim S. Ledwick /s/ Robert J. Vander Zanden Chairman of the Board March 31, 2023 Robert J. Vander Zanden /s/ Paul LeMire Director March 31, 2023 Paul LeMire /s/ Robert Dudley Director March 31, 2023 Robert Dudley /s/ Gregory James Blattner Director March 31, 2023 Gregory James Blattner /s/ Kyle Wool Director March 31, 2023 Kyle Wool /s/ Soo Yu Director March 31, 2023 Soo Yu 68