UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-05576

AIKIDO PHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware		52-0849320
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Rockefeller Plaza, 11^th Floor, New York, NY 10020

(Address of Principal Executive Offices, including zip code)

(703) 992-9325

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		AIKI		The Nasdaq Capital Market LLC

As of ~~August 12,~~November 9, 2022, there were ~~5,246,852~~5,485,096 shares of the Company’s common stock issued and outstanding.

AIKIDO PHARMA INC.

Form 10-Q

For the Quarter Ended ~~June~~September 30, 2022

Index

		PageNo.

Part I. Financial Information

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2022 (Unaudited) and December 31, 2021	1

	Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (Unaudited)	56

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	67

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1925

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2329

Item 4.	Controls and Procedures	2330

Part II. Other Information

Item 1.	Legal Proceedings	2431

Item 1A.	Risk Factors	2431

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2431

Item 6.	Exhibits	2432

Signatures		2533

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AIKIDO PHARMA INC.

Condensed Consolidated Balance Sheets

($ in thousands except share and per share amounts)

	June 30,			December 31,			September 30,			December 31,
	2022			2021			2022			2021
	(Unaudited)						(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	38,791		$	65,562		$	34,496		$	65,562
Marketable securities		9,779			11,427			8,032			11,427
Prepaid expenses and other assets		196			442			693			442
Short-term investments at fair value		104			2,273			33			2,273
Notes receivable at fair value		8,500			6,984			8,645			6,984
Deposits		4,193			4,201			4,193			4,201
Total current assets		61,563			90,889			56,092			90,889

Convertible note receivable at fair value		-			2,147			-			2,147
Notes receivable at fair value		1,100			-			1,100			-
Investments		25,478			9,465			26,089			9,465
Right-of-use assets								708
Security deposit		155			155			458			155
Total assets	$	88,296		$	102,656		$	84,447		$	102,656

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	142		$	381		$	518		$	381
Accrued salaries and benefits		687			680			1,339			680
Lease liability - current								42			-
Total current liabilities		829			1,061			1,899			1,061

Lease liability								701			-
Total liabilities		829			1,061			2,600			1,061

Stockholders’ equity
Preferred stock, $.0001 par value, 50,000,000 Authorized
Series D: 5,000,000 shares designated; 3,825 shares issued and outstanding at June 30, 2022 and December 31, 2021; liquidation value of $0.0001 per share		-			-
Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding at June 30, 2022 and December 31, 2021; liquidation value of $0.0001 per share		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,246,852 and 5,275,329 shares issued at June 30, 2022 and December 31, 2021, respectively; 4,953,950 and 5,275,329 shares outstanding at June 30, 2022 and December 31, 2021, respectively		-			-
Series D: 5,000,000 shares designated; 3,825 shares issued and outstanding at September 30, 2022 and December 31, 2021; liquidation value of $0.0001 per share								-			-
Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding at September 30, 2022 and December 31, 2021; liquidation value of $0.0001 per share								-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,485,096 and 5,275,329 shares issued at September 30, 2022 and December 31, 2021, respectively; 5,140,114 and 5,275,329 shares outstanding at September 30, 2022 and December 31, 2021, respectively								-			-
Additional paid-in capital		261,603			265,633			262,973			265,633
Treasury stock, at cost, 242,902 and 0 shares at June 30, 2022 and December 31, 2021, respectively		(1,750	)		(264	)
Treasury stock, at cost, 344,982 and 0 shares at September 30, 2022 and December 31, 2021, respectively								(2,501	)		(264	)
Accumulated deficit		(172,386	)		(163,774	)		(178,625	)		(163,774	)
Total stockholders’ equity		87,467			101,595			81,847			101,595
Total liabilities and stockholders’ equity	$	88,296		$	102,656		$	84,447		$	102,656

See accompanying notes to unaudited condensed consolidated financial statements.

AIKIDO PHARMA INC.

Condensed Consolidated Statements of Operations

($ in thousands except share and per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Operating costs and expenses
General and administrative	$	2,262		$	2,343		$	4,049		$	3,555		$	4,515		$	1,676		$	8,564		$	5,231
Research and development		36			325			2,052			397			61			100			2,113			497
Research and development - license acquired		-			91			-			1,125			525			3			525			1,128
Total operating expenses		2,298			2,759			6,101			5,077			5,101			1,779			11,202			6,856
Loss from operations		(2,298	)		(2,759	)		(6,101	)		(5,077	)		(5,101	)		(1,779	)		(11,202	)		(6,856	)

Other income (expenses)
Other (expenses) income
Other income		-			-			64			135			-			-			64			135
Interest income		220			40			399			67			187			40			586			107
(Loss) gain on marketable securities		(2,239	)		1,798			(2,736	)		459
Change in fair value of investment		(760	)		(431	)		(238	)		(898	)
Total other income (expenses)		(2,779	)		1,407			(2,511	)		(237	)
Loss on marketable securities														(1,654	)		(3,033	)		(4,390	)		(2,574	)
Change in fair value of investments														329			4,725			91			3,827
Total other (expenses) income														(1,138	)		1,732			(3,649	)		1,495
Net loss	$	(5,077	)	$	(1,352	)	$	(8,612	)	$	(5,314	)	$	(6,239	)	$	(47	)	$	(14,851	)	$	(5,361	)
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock		(1,100	)		-			(4,109	)		-			-			-			(4,109	)		-
Net Loss Attributable to Common Shareholders	$	(6,177	)	$	(1,352	)	$	(12,721	)	$	(5,314	)	$	(6,239	)	$	(47	)	$	(18,960	)	$	(5,361	)

Net loss per share, basic and diluted
Basic and Diluted	$	(1.18	)	$	(0.26	)	$	(2.42	)	$	(1.20	)	$	(1.17	)	$	(0.01	)	$	(3.59	)	$	(1.14	)

Weighted average number of shares outstanding, basic and diluted
Basic and Diluted		5,251,023			5,270,293			5,251,766			4,412,889			5,344,989			5,272,446			5,283,182			4,702,556

See accompanying notes to unaudited condensed consolidated financial statements.

AIKIDO PHARMA INC.

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

($ in thousands except share and per share amounts)

(Unaudited)

For the Three Months Ended ~~June~~September 30, 2022

Redeemable Convertible
Preferred Stock Additional Total
Series O Series P Common Stock Preferred Stock Paid-in Treasury Stock Accumulated Stockholders’
Shares Amount Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Equity
Balance at March 31, 2022 11,000 $ 11,000 11,000 $ 11,000 5,252,517 $ - 4,659 $ - $ 262,624 - $ (264 ) $ (167,309 ) $ 95,051
Redemption of Series O Redeemable Convertible Preferred Stock (11,000 ) (11,000 ) - - - - - - - - - - -
Redemption of Series P Redeemable Convertible Preferred Stock - - (11,000 ) (11,000 ) - - - - - - - - -
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock - - - - - - - - (1,100 ) - - - (1,100 )
Repurchase of treasury stock - - - - - - - - - 242,902 (1,486 ) (1,486 )
Stock-based compensation - - - - - - - - 105 - - - 105
Fractional shares adjusted for reverse split - - - - (5,665 ) - - - (26 ) - - - (26 )
Net loss - - - - - - - - - - - (5,077 ) (5,077 )
Balance at June 30, 2022 - $ - - $ - 5,246,852 $ - 4,659 $ - $ 261,603 242,902 $ (1,750 ) $ (172,386 ) $ 87,467

	Redeemable Convertible Preferred Stock																Additional										Total
	Series O				Series P				Common Stock				Preferred Stock				Paid-in		Treasury Stock					Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Shares		Amount			Deficit			Equity
Balance at June 30, 2022		-	$	-		-	$	-		5,246,852	$	-		4,659	$	-	$	261,603		242,902	$	(1,750	)	$	(172,386	)	$	87,467
Purchase of treasury stock		-		-		-		-		-		-		-		-		-		102,080		(751	)					(751	)
Stock-based compensation		-		-		-		-		238,244		-		-		-		1,370		-		-			-			1,370
Net loss		-		-		-		-		-		-		-		-		-		-		-			(6,239	)		(6,239	)
Balance at September 30, 2022		-	$	-		-	$	-		5,485,096	$	-		4,659	$	-	$	262,973		344,982	$	(2,501	)	$	(178,625	)	$	81,847

For the Three Months Ended ~~June~~September 30, 2021

Common Stock Preferred Stock Additional
Paid-in Treasury Stock Accumulated Total Stockholders’
Shares Amount Shares Amount Capital Shares Amount Deficit Equity
Balance at March 31, 2021 5,266,500 $ - 5,559 $ - $ 265,201 - $ (264 ) $ (160,565 ) $ 104,372
Stock-based compensation - - - - 63 - - - 63
Net loss - - - - - - - (1,352 ) (1,352 )
Balance at June 30, 2021 5,266,500 $ - 5,559 $ - $ 265,264 - $ (264 ) $ (161,917 ) $ 103,083

~~See accompanying notes to condensed consolidated financial statements.~~

~~For the Six Months Ended June 30, 2022~~

Redeemable Convertible
Preferred Stock Additional Total
Series O Series P Common Stock Preferred Stock Paid-in Treasury Stock Accumulated Stockholders’
Shares Amount Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Equity
Balance at December 31, 2021 - - - - 5,275,329 $ - 4,659 $ - $ 265,633 - $ (264 ) $ (163,774 ) $ 101,595
Issuance of Series O redeemable convertible preferred stock for cash 11,000 11,000 - - - - - - - - -
Issuance of Series P redeemable convertible preferred stock for cash 11,000 11,000 - - - - - - - - -
Cost on issuance of Series O and Series P Redeemable Convertible Preferred Stock - (1,504 ) - (1,505 ) - - - - - - - - -
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock - 1,504 - 1,505 - - - - (4,109 ) - - - (4,109 )
Redemption of Series O Redeemable Convertible Preferred Stock (11,000 ) (11,000 ) - - - - - - - - - - -
Redemption of  Series P Redeemable Convertible Preferred Stock - - (11,000 ) (11,000 ) - - - - - - - - -
Repurchase of treasury stock - - - - - - - - - 242,902 (1,486 ) - (1,486 )
Stock-based compensation - - - - - - - - 105 - - - 105
Cancellation of common stock related to investment in CBM - - - - (22,812 ) - - - - - - - -
Fractional shares adjusted for reverse split - - - - (5,665 ) - - - (26 ) - - - (26 )
Net loss - - - - -       - -       - - - - (8,612 ) (8,612 )
Balance at June 30, 2022 - $ - - $ - 5,246,852 $ - 4,659 $   - $ 261,603 242,902 $ (1,750 ) $ (172,386 ) $ 87,467

~~For the Six Months Ended June 30, 2021~~

Common Stock Preferred Stock Additional
Paid-in Treasury Stock Accumulated Total
Stockholders’
Shares Amount Shares Amount Capital Shares Amount Deficit Equity
Balance at December 31, 2020 2,054,096 $ - 5,559 $ - $ 186,485 - $ (264 ) $ (156,603 ) $ 29,618
Issuance of common stock and warrants (net of offering costs of $8,260) 3,170,935 - - - 77,989 - - - 77,989
Exercise of warrants 4,705 - - - 84 - - - 84
Issuance of common stock for research and development license acquired 36,764 - - - 531 - - - 531
Stock-based compensation - - - - 175 - - - 175
Net loss - - - - - - - (5,314 ) (5,314 )
Balance at June 30, 2021 5,266,500 $ - 5,559 $ - $ 265,264 - $ (264 ) $ (161,917 ) $ 103,083

	Common Stock				Preferred Stock				Additional Paid-in		Treasury Stock					Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Shares		Amount			Deficit			Equity
Balance at June 30, 2021		5,266,500	$	-		5,559	$	-	$	265,264		-	$	(264	)	$	(161,917	)	$	103,083
Stock-based compensation		8,823		-		-		-		139		-		-			-			139
Net loss		-		-		-		-		-		-		-			(47	)		(47	)
Balance at September 30, 2021		5,275,323	$	-		5,559	$	-	$	265,403		-	$	(264	)	$	(161,964	)	$	103,175

See accompanying notes to unaudited condensed consolidated financial statements.

AIKIDO PHARMA INC.

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

($ in thousands except share and per share amounts)

(Unaudited)

For the Nine Months Ended September 30, 2022

	Redeemable Convertible Preferred Stock																					Additional											Total
	Series O						Series P						Common Stock					Preferred Stock				Paid-in			Treasury Stock					Accumulated			Stockholders’
	Shares			Amount			Shares			Amount			Shares			Amount		Shares		Amount		Capital			Shares		Amount			Deficit			Equity
Balance at December 31, 2021		-		$	-			-		$	-			5,275,329		$	-		4,659	$	-	$	265,633			-	$	(264	)	$	(163,774	)	$	101,595
Issuance of Series O redeemable convertible preferred stock for cash		11,000			11,000									-			-		-		-		-			-		-			-			-
Issuance of Series P redeemable convertible preferred stock for cash								11,000			11,000			-			-		-		-		-			-		-			-			-
Cost on issuance of Series O and Series P Redeemable Convertible Preferred Stock		-			(1,504	)		-			(1,505	)		-			-		-		-		-			-		-			-			-
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock		-			1,504			-			1,505			-			-		-		-		(4,109	)		-		-			-			(4,109	)
Redemption of Series O Redeemable Convertible Preferred Stock		(11,000	)		(11,000	)		-			-			-			-		-		-		-			-		-			-			-
Redemption of Series P Redeemable Convertible Preferred Stock		-			-			(11,000	)		(11,000	)		-			-		-		-		-			-		-			-			-
Purchase of treasury stock		-			-			-			-			-			-		-		-		-			344,982		(2,237	)		-			(2,237	)
Stock-based compensation		-			-			-			-			238,244			-		-		-		1,475			-		-			-			1,475
Cancellation of common stock related to investment in CBM		-			-			-			-			(22,812	)		-		-		-		-			-		-			-			-
Fractional shares adjusted for reverse split		-			-			-			-			(5,665	)		-		-		-		(26	)		-		-			-			(26	)
Net loss		-			-			-			-			-			-		-		-		-			-		-			(14,851	)		(14,851	)
Balance at September 30, 2022		-		$	-			-		$	-			5,485,096		$	-		4,659	$	-	$	262,973			344,982	$	(2,501	)	$	(178,625	)	$	81,847

AIKIDO PHARMA INC.

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

($ in thousands except share and per share amounts)

(Unaudited)

For the Nine Months Ended September 30, 2021

	Common Stock				Preferred Stock				Additional Paid-in		Treasury Stock					Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Shares		Amount			Deficit			Equity
Balance at December 31, 2020		2,054,096	$	-		5,559	$	-	$	186,485		-	$	(264	)	$	(156,603	)	$	29,618
Issuance of common stock and warrants (net of offering costs of $8,260)		3,170,935		-		-		-		77,989		-		-			-			77,989
Exercise of warrants		4,705		-		-		-		84		-		-			-			84
Issuance of common stock for research and development license acquired		36,764		-		-		-		531		-		-			-			531
Stock-based compensation		8,823		-		-		-		314		-		-			-			314
Net loss		-		-		-		-		-		-		-			(5,361	)		(5,361	)
Balance at September 30, 2021		5,275,323	$	-		5,559	$	-	$	265,403		-	$	(264	)	$	(161,964	)	$	103,175

See accompanying notes to unaudited condensed consolidated financial statements.

AIKIDO PHARMA INC.

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)

	Six Months Ended June 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Cash flows from operating activities
Net loss	$	(8,612	)	$	(5,314	)	$	(14,851	)	$	(5,361	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use assets								23
Change in fair value of short-term investment		1,646			898			1,517			(3,827	)
Change in fair value of long-term investment		(1,408	)		-			(1,608	)		-
Research and development-acquired license, expensed		-			1,125			525			1,128
Stock-based compensation		105			175			1,475			314
Realized loss (gain) on marketable securities		568			(1,084	)		712			(501	)
Unrealized loss on marketable securities		2,299			1,395			3,889			4,296
Realized gain on sale of digital currencies		-			-			-			-
Changes in operating assets and liabilities:
Prepaid expenses and other assets		153			39			(344	)		(429	)
Accounts payable and accrued expenses		(239	)		(248	)		137			5
Accrued salaries and benefits		7			423			659			(73	)
Lease liabilities								12
Interest receivable on convertible note		(399	)		(67	)		(586	)		(107	)
Deposits		8			-			(295	)		-
Net cash used in operating activities		(5,872	)		(2,658	)		(8,735	)		(4,555	)

Cash flows from investing activities
Purchase of marketable securities		(27,460	)		(86,497	)		(27,479	)		(90,541	)
Sale of marketable securities		28,272			23,155			28,503			30,439
Proceeds from sale of digital currencies		93			-			93			-
Proceeds from sale of DatChat common shares								-			900
Proceeds from promissory note receivable interest received		22			-			65			-
Funds to deposit accounts, net		-			(4,476	)		-			(4,420	)
Purchase of short-term and long-term investments		(14,605	)		-			(15,016	)		(4,066	)
Purchase of research and development licenses		-			(594	)		(525	)		(597	)
Purchase of short-term and long-term promissory notes		(1,600	)		-			(1,600	)		-
Purchase of convertible note		-			(2,000	)		-			(2,000	)
Net cash used in investing activities		(15,278	)		(70,412	)		(15,959	)		(70,285	)

Cash flows from financing activities
Proceeds from issuance of common stock and warrants, net of offering cost		-			77,989			-			77,989
Proceeds from issuance of Series O and Series P Redeemable Convertible Preferred Stock, net of discount and offering cost		17,891			-			17,891			-
Proceeds from exercise of warrants		-			84			-			84
Payment for fractional shares		(26	)		-			(26	)		-
Redemption of Series O and Series P Redeemable Convertible Preferred Stock		(22,000	)		-			(22,000	)		-
Purchase of treasury stock		(1,486	)		-			(2,237	)		-
Net cash (used in) provided by financing activities		(5,621	)		78,073			(6,372	)		78,073

Net (decrease) increase in cash and cash equivalents and restricted cash		(26,771	)		5,003			(31,066	)		3,233
Cash and cash equivalents, beginning of period		65,562			2,715			65,562			2,715

Cash and cash equivalents, end of period	$	38,791		$	7,718		$	34,496		$	5,948

Non-cash investing and financing activities
Transfer from short-term investment to marketable securities	$	1,482		$	-		$	1,497		$	-
Reclassify from convertible note receivable to notes receivable at fair value	$	2,147		$	-		$	2,147		$	-
Promissory convertible note receivable conversion into common shares	$	1,508		$	-		$	899		$	-
Unpaid investment							$	-		$	1,000

See accompanying notes to unaudited condensed consolidated financial statements.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Description of Business and Recent Developments

Organization and Description of Business

AIkido Pharma Inc. (the “Company”), formerly known as Spherix Incorporated, was initially formed in 1967. Since 2017, the Company has operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics in development. ~~The~~Over the past year, in an effort to enhance shareholder value, the Company has shifted its primary focus away from biotechnology to a new line of business in the fintech and financial services industries. In furtherance of this new focus, in June of this year the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari”), with the purpose of making strategic acquisitions across the fintech and financial services industries. Additionally, AIkido Labs, LLC (“Aikido Labs”), another wholly owned subsidiary of the Company, has and will continue to explore other opportunities in high growth industries. To date, Aikido Labs has acquired equity positions in Anduril Industries, Inc, Databricks, Inc., Discord, Inc., Epic Games, Inc., Payward, Inc. dba Kraken, Space Exploration Technologies Corp. dba SpaceX, Tevva Motors Ltd., Thrasio, LLC, and Yanka Industries, Inc. dba Masterclass. Please see Notes 6, 7 and 8 below for a further discussion of the Company’s investments. Finally, the Company will continue to foster and develop its historical pipeline ~~consists~~of biotechnology assets consisting of patented technology from leading universities and ~~researchers. The Company’s innovative therapeutic drug pipeline is currently being advanced through strong collaborations with renowned educational institutions,~~researchers, including ~~the University of Texas at Austin, the University of Maryland, Baltimore and Wake Forest University. The Company’s oncology therapeutics include~~ prospective treatments for pancreatic cancer, acute myeloid leukemia ~~(AML)~~ and acute lymphoblastic ~~leukemia (ALL).~~leukemia. The Company is also developing a broad-spectrum antiviral platform, in which the lead compounds have activity in cell-based assays against multiple viruses including Influenza virus, Ebolavirus and Marburg virus, SARS-CoV, MERS-CoV, and SARS-CoV-2, the cause of COVID-19.

~~The Company’s broad-spectrum antiviral platform was developed at the University of Maryland Baltimore (“UMB”), which granted~~October 17, 2022, the Company entered into an exclusive worldwide Master License Agreement (MLA”) to technology covered by three separate patent applications. The licensed technology comprises broadly acting pan-viral inhibitory compounds targeting multiple viral pathogens. The technology was invented by UMB scientists Drs. Matthew Frieman, Alexander MacKerellAmended and ~~Stuart Watson. The Company has also executed a Sponsored Research~~Restated Services Agreement with ~~UMB~~Kyle Wool, pursuant to ~~support~~which he has agreed to serve as Dominari’s Chief Executive Officer, upon the ~~development~~termination of his existing relationship with another registered broker-dealer and lead the ~~technology under the direction of these inventors at UMB.~~Company’s transition to a fintech and financial services company.

Reverse Stock Split

On June 7, 2022, the Company effected a seventeen-for-one (17-for-1) reverse stock split of its class of common stock (the “Reverse Stock Split”). The Reverse Stock Split, which was approved by stockholders at an annual stockholder meeting on May 20, 2022, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on June 2, ~~2022 (the “Certificate of Amendment”).~~2022. The Reverse Stock Split was effective on June 7, ~~2022 (the “Effective Date”).~~2022. All references to common stock, convertible preferred stock, warrants to purchase common stock, options to purchase common stock, restricted stock units, restricted stock awards, share data, per share data and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. Payment for fractional shares resulting from the reverse stock split amounted to $26 thousand.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 2. Liquidity and Capital Resources

The Company continues to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While the Company continues to implement its business strategy, it intends to finance its activities through managing current cash on hand from the Company’s past ~~debt and~~ equity offerings.

Based upon projected cash flow requirements, the Company has adequate cash to fund its operations for at least the next twelve months from the date of the issuance of these unaudited consolidated financial statements.

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Note 3. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned ~~subsidiary,~~subsidiaries, AIkido Labs ~~LLC.~~and Dominari. All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of ~~June~~September 30, 2022, condensed consolidated statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, condensed consolidated statements of stockholders’ equity for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The condensed consolidated balance sheet at December 31, 2021 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 28, 2022.

Use of Estimates

The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP. This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include stock-based compensation, the valuation of investments, the valuation of convertible note and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.

Significant Accounting Policies

~~There~~Aside from the policies described below, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on March 28, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. See Note 12 – Commitment and Contingencies.

Treasury Stock

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

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if currently adopted, would have an effect on the Company’s unaudited condensed consolidated financial statements.

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Note 4. Investments in Marketable Securities

The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, which are recorded as a component of gains and (losses) on marketable securities on the consolidated statements of operations, are as follows ($ in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021		2022			2021			2022			2021			2022			2021
Realized (loss) gain	$	(344	)	$	661	$	(568	)	$	1,084		$	(144	)	$	(583	)	$	(712	)	$	501
Unrealized (loss) gain		(1,967	)		653		(2,299	)		(1,395	)
Unrealized loss													(1,589	)		(2,901	)		(3,889	)		(4,296	)
Dividend income		72			484		131			770			79			451			211			1,221
	$	(2,239	)	$	1,798	$	(2,736	)	$	459
Total												$	(1,654	)	$	(3,033	)	$	(4,390	)	$	(2,574	)

Note 5. Short-term investments

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

June 30,
2022 December 31,
2021
Investment in Hoth Therapeutics, Inc. 15 770
Investment in DatChat, Inc. - 1,084
Investment in Vicinity Motor Corp. 89 419
Total 104 2,273

	September 30, 2022		December 31, 2021
Investment in Hoth Therapeutics, Inc.		-		770
Investment in DatChat, Inc.		-		1,084
Investment in Vicinity Motor Corp.		33		419
Total		33		2,273

The change in the fair value of the short-term investments for the ~~six~~nine months ended ~~June~~September 30, 2022 is summarized as follows: ($ in thousands):

Beginning balance	$	2,273		$	2,273
Transfer to marketable securities		(1,481	)		(1,497	)
Change in fair value of investment		(1,646	)		(1,517	)
Realized gain recognized through sale of marketable securities		958			774
Ending balance	$	104		$	33

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Investment in Hoth Therapeutics, Inc.

On March 11, 2022, 1,130,701 shares of Hoth common stock were transferred to the marketable securities account and were sold for net proceeds of approximately $0.9 million.

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

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

Security Name Shares
Owned as of
June 30,
2022 Fair value
per Share
as of
June 30,
2022 Fair value
as of
June 30,
2022
(in thousands)
HOTH 35,714 $ 0.42 $ 15

Security Name

Shares
Owned as of
September 30,
2022

Fair value
per Share
as of
September 30,
2022

Fair value as of
September 30,
2022
(in thousands)

HOTH

Security Name		Shares Owned as of December 31, 2021				Fair value per Share as of December 31, 2021				Fair value as of December 31, 2021 (in thousands)				Shares Owned as of December 31, 2021				Fair value per Share as of December 31, 2021				Fair value as of December 31, 2021 (in thousands)
HOTH			1,166,415			$	0.66			$	770				1,166,415			$	0.66			$	770

Investment in DatChat, Inc.

On February 14, 2022, 357,916 shares (valued at $2.21 per share) of DatChat common stock were transferred to the marketable securities account and were sold for net proceeds of approximately $0.8 million.

Investment in Vicinity Motor Corp.

On October 25, 2021, the Company entered into a warrant agreement with Vicinity Motor Corp. (“Vicinity”) that entitles the Company to purchase up to 246,399 shares of Vicinity common stock at $5.10 per share. The warrant expires on October 25, 2024. The fair value was determined using a Black-Scholes simulation. The Company recorded the fair value of the Vicinity warrant of approximately ~~$89,000~~$33,000 and $0.4 million in the consolidated balance sheet as of ~~June~~September 30, 2022 and December 31, 2021, respectively, reflecting the benefit received as part of its purchase of Vicinity common shares through its brokerage account. The initial investment in Vicinity was measured at approximately $0.6 million. Gains or losses associated with changes in the fair value of investments in Vicinity warrants are recognized as Change in fair value of investment on the consolidated statements of operations. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company recorded approximately ~~$0.3~~$0.4 million of change in fair value of investment for this investment.

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

	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
Option term (in years)		2.3			2.8			2.1	%		2.8
Volatility		97.47	%		95.52	%		88.25	%		95.52	%
Risk-free interest rate		3.08	%		0.97	%		4.22	%		0.97	%
Expected dividends		0.00	%		0.00	%		0.00	%		0.00	%
Stock price	$	1.37		$	3.50		$	1.01		$	3.50

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 6. Long-Term Investments

Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01 and related ASU 2018-03 concerning recognition and measurement of financial assets and financial liabilities. In adopting this guidance, the Company has made an accounting policy election to adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values.

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

For equity investments that are accounted for using the measurement alternative, the Company initially records equity investments at cost but is required to adjust the carrying value of such equity investments through earnings when there is an observable transaction involving the same or a similar investment with the same issuer or upon an impairment.

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

	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Investment in Kerna Health Inc	$	4,940	$	3,800	$	4,940	$	3,800
Investment in Kaya Holding Corp		2,340		1,665
Investment in Kaya Now						2,540		1,665
Investment in Tevva Motors		3,364		2,000		3,364		2,000
Investment in ASP Isotopes		1,000		1,000		1,300		1,000
Investment in AerocarveUS Corporation		1,000		1,000		1,000		1,000
Investment in Qxpress		1,000		-		1,000		-
Investment in Masterclass		170		-		170		-
Investment in Kraken		486		-		597		-
Investment in Epic Games		3,500		-		3,500		-
Investment in Tesspay		1,250		-		1,250		-
Investment in SpaceX		3,500		-		3,500		-
Investment in Databricks		1,200		-		1,200		-
Investment in Discord		476		-		476		-
Investment in Thrasio		300		-		300		-
Investment in Automation Anywhere		476		-		476		-
Investment in Anduril		476		-		476		-
Total	$	25,478	$	9,465	$	26,089	$	9,465

The change in the value of the long-term investments for the ~~six~~nine months ended ~~June~~September 30, 2022 is summarized as follows: ($ in thousands):

Beginning balance	$	9,465	$	9,465
Purchase of investments		14,605		15,016
Change in fair value of long-term investments		1,408		1,608
Ending balance	$	25,478	$	26,089

Investment in Kerna Health Inc

In May 2022, the Company purchased additional 400,000 shares of common stock of Kerna Health Inc, (“Kerna”) for approximately $1.1 million. The investment in Kerna was valued at $4.9 million as of ~~June~~September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Investment in Kaya Now Inc (aka Kaya Holding ~~Corp~~Corp)

On March 2, 2022, the Company purchased additional 3,375,000 shares of common stock of Kaya Now Inc., aka Kaya Holding Corp., (“Kaya”) for approximately $0.6 million.

On July 21, 2022, in consideration for extending the maturity date of the Kaya Now Promissory Note (See Note 7 – Notes Receivable) to February 1, 2023, Kaya agreed to issue to the Company 1,000,000 shares at $0.2 per share of common stock.

The Company recorded approximate ~~$34,000~~$0.2 million in unrealized gain on this investment during the ~~six~~nine months ended ~~June~~September 30, 2022. The investment in Kaya was valued at approximately ~~$2.3~~$2.5 million as of ~~June~~September 30, 2022.

Investment in Tevva Motors

Tevva Motors (“Tevva”), a private company, raised capital during the first quarter of 2022, increasing its share price value to $58.0 per share. Therefore, the Company recorded a $1.4 million unrealized gain on this investment during the ~~six~~nine months ended ~~June~~September 30, 2022. The investment in Tevva was valued at approximately $3.4 million as of ~~June~~September 30, 2022.

Investment in ASP Isotopes

In August 2022, the Company purchased additional 100,000 shares of common stock of ASP Isotopes Inc. (“ASP”) for $0.3 million. The investment in ASP ~~Isotopes Inc.~~ was valued at ~~$1.0~~$1.3 million as of ~~June~~September 30, 2022.

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Investment in AerocarveUS Corporation

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

Investment in Qxpress

On January 27, 2022, the Company entered into a securities purchase agreement (the “Qxpress Securities Purchase Agreement”) with Qxpress. Under the Qxpress Securities Purchase Agreement, the Company agreed to purchase 46,780 shares of common stock of Qxpress for $1.0 million. The investment in Qxpress was valued at $1.0 million as of ~~June~~September 30, 2022.

Investment in Masterclass

In March of 2022, the Company entered into a securities purchase agreement (the “Masterclass Securities Purchase Agreement”) with Masterclass. Under the Masterclass Securities Purchase Agreement, the Company agreed to purchase 4,841 shares of common stock of Masterclass for approximately $0.2 million. The investment in Masterclass was valued at approximately $0.2 million as of ~~June~~September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Investment in Kraken

In March of 2022, the Company entered into a securities purchase agreement (the “Kraken Securities Purchase Agreement”) with Kraken. Under the Kraken Securities Purchase Agreement, the Company agreed to purchase a total of 8,409 shares of common stock of Kraken for approximately $0.5 million. In August 2022, the Company entered into a common stock transfer agreement with a private seller to purchase 3,723 shares of Kraken for approximately $0.1 million. The investment in Kraken was valued at approximately ~~$0.5~~$0.6 million as of ~~June~~September 30, 2022.

Investment in Epic Games

On March 22, 2022, the Company entered into a securities purchase agreement (the “Epic Games Securities Purchase Agreement”) with Epic Games. Under the Epic Games Securities Purchase Agreement, the Company agreed to purchase an aggregate of 901 shares of common stock of Epic Games for a total $1.5 million. In April 2022, the Company invested an additional ~~$2M~~$2 million for the purchase of additional shares of common stock of Epic Games. The investment in Epic Games was valued at $3.5 million as of ~~June~~September 30, 2022.

Investment in Tesspay

On March 23, 2022, the Company entered into a securities purchase agreement (the “Tesspay Securities Purchase Agreement”) with Tesspay. Under the Tesspay Securities Purchase Agreement, the Company agreed to purchase 1,000,000 shares of common stock of Tesspay for approximately $0.2 million. The Company also invested an additional $1.0 million for pre-IPO. Tesspay, a private company, raised capital during the first quarter of 2022, increasing its share price value to $0.25 per share. Therefore, the Company recorded $10,000 in unrealized gain on this investment during the ~~six~~nine months ended ~~June~~September 30, 2022. The investment in Tesspay was valued at approximately $1.3 million as of ~~June~~September 30, 2022.

Investment in SpaceX

On March 30, 2022, the Company entered into a securities purchase agreement (the “SpaceX Securities Purchase Agreement”) with SpaceX, under which the company agreed to purchase shares of common stock of SpaceX for ~~$1.5M.~~$1.5 million. In April 2022, the Company invested an additional ~~$2M~~$2 million for the purchase of additional shares of common stock of SpaceX. The investment in SpaceX was valued at $3.5 million as of ~~June~~September 30, 2022.

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Investment in Databricks

On March 25, 2022, the Company entered into a securities purchase agreement (the “Databricks Securities Purchase Agreement”) with Databricks. Under the Databricks Securities Purchase Agreement, the Company agreed to purchase an aggregate of 3,830 shares of common stock of Databricks for a total $1.2 million. The investment in Databricks was valued at $1.2 million as of ~~June~~September 30, 2022.

Investment in Discord, Inc.

In May 2022, the Company entered into a securities purchase agreement (the “Discord Securities Purchase Agreement”) with privately-held company Discord, Inc., a social communications platform provider that is particularly popular with gamers, as one of the Company’s pursuits of potentially high growth interests with near term monetization events. Under the Discord Securities Purchase Agreement, the Company agreed to purchase a total of 618 shares of common stock of Discord for approximately $0.5 million. The investment in Discord was valued at $0.5 million as of ~~June~~September 30, 2022.

Investment in Thrasio, LLC

In April 2022, the Company entered into a securities purchase agreement (the “Thrasio Securities Purchase Agreement”) with privately-held company Thrasio, LLC, an aggregator of private brands of top Amazon businesses and direct-to-consumer brands, as one of the Company’s pursuits of potentially high growth interests with near term monetization events. Under the Thrasio Securities Purchase Agreement, the Company agreed to purchase a total of 20,000 shares of common stock of Thrasio for $0.3 million. The investment in Thrasio was valued at $0.3 million as of ~~June~~September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Investment in Automation Anywhere, Inc.

In April 2022, the Company entered into a securities purchase agreement (the “Automation Anywhere Securities Purchase Agreement”) with privately-held company Automation Anywhere, Inc., a provider of business automation solutions, as one of the Company’s pursuits of potentially high growth interests with near term monetization events. Under the Automation Anywhere Securities Purchase Agreement, the Company agreed to purchase a total of 18,490 shares of common stock of Automation Anywhere for approximately $0.5 million. The investment in Automation Anywhere was valued at $0.5 million as of ~~June~~September 30, 2022.

Investment in Anduril Industries, Inc.

In April 2022, the Company entered into a securities purchase agreement (the “Anduril Securities Purchase Agreement”) with privately-held company Anduril Industries, Inc., a defense products company, as one of the Company’s pursuits of potentially high growth interests with near term monetization events. Under the Anduril Securities Purchase Agreement, the Company agreed to purchase a total of 14,880 shares of common stock of Anduril for approximately $0.5 million. The investment in Anduril was valued at $0.5 million as of ~~June~~September 30, 2022.

Note 7. Notes Receivable

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

	Maturity Date	Stated Interest Rate			Principal Amount		Interest Receivable		Fair Value		Maturity Date	Stated Interest Rate			Principal Amount		Interest Receivable		Fair Value
Shor-term convertible notes receivable
Convergent Investment	01/29/2023		8	%	$	2,000	$	227	$	2,227	01/29/2023		8	%	$	2,000	$	267	$	2,267
Nano Innovations Inc Investment	12/26/2022		10	%	$	750	$	38	$	787	12/26/2022		10	%	$	750	$	57	$	807

Short-term notes receivable
Mr. Jeffrey Cooper Investment	03/11/2023		8	%	$	2,780	$	158	$	2,038	03/11/2023		8	%	$	2,780	$	214	$	2,994
Raefan Industries LLC Investment	12/06/2022		8	%	$	1,950	$	88	$	2,938	12/06/2022		8	%	$	1,950	$	127	$	2,077
Kaya Now Investment	2/1/2023		8	%	$	500	$	10	$	510	02/01/2023		8	%	$	500	$	-	$	500
Total									$	8,500									$	8,645

Long-term notes receivable
American Innovative Robotics Investment	04/01/2027		8	%	$	1,100	$	-	$	1,100	04/01/2027		8	%	$	1,100	$	-	$	1,100

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Convergent Investment

The Company recorded an interest income receivable of approximately ~~$0.2~~$0.3 million on the Convergent Convertible Note as of ~~June~~September 30, 2022.

Mr. Jeffrey Cooper Investment

Raefan Group LLC promissory note was satisfied and replaced with a personal note issued to Mr. Jeffrey Cooper, of Raefan Industries. The Company recorded an interest income receivable of approximately $0.2 million on the Mr. Jeffrey Cooper Promissory Note as of ~~June~~September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Raefan Industries LLC Investment

The Company recorded an interest income receivable of approximately ~~$88,000~~$0.1 million on the Raefan Industries Promissory Note as of ~~June~~September 30, 2022.

Slinger Bag Inc Investment

The Company recorded an interest income receivable of approximately $63,000 on the Slinger Bag Convertible Note as of June 17, 2022. On June 17, 2022, the Company received 558,659 shares of common stock of Connexa Sports Technologies Inc (also known as Slinger Bag) as a result of conversion of principal and accrued interest on the Slinger Bag Convertible Note. All the 558,659 shares of common stock of Connexa Sports received were transferred to marketable securities account.

Nano Innovations Inc Investment

The Company recorded an interest income receivable of approximately $57,000 on the Nano Convertible Note as of September 30, 2022.

Kaya Now Investment

On April 5, 2022, the Company purchased an 8% promissory note (“Kaya Now Promissory Note”) issued by Kaya Now Inc (“~~Kaya Now”~~Kaya”) in the principal amount of $0.5 million pursuant to a Note Purchase Agreement with Kaya Now. The Company paid a purchase price for the Kaya Now Promissory Note of $0.5 million. The Company will receive interest on the Kaya Now Promissory Note at the rate of 8% per annum payable upon conversion or maturity of the Kaya Now Promissory Note. The Kaya Now Promissory Note shall mature on February 1, 2023.

On July 21, 2022, the Company and Kaya executed an amendment of the Kaya Now Promissory Note (“Amendment”) such that the Kaya Now Promissory Note shall mature on February 1, 2023. In consideration of the Amendment, Kaya has agreed to issue to the Company 1,000,000 additional shares at $0.2 per share of Kaya’s common stock. Under the amendment, interest on the Note during the extended term shall be paid on October 1, 2022 and January 1, 2023 at the rate of 8% per annum.

The Company recorded an interest income ~~receivable~~ of approximately ~~$0.1 million~~$20,000 on the Kaya Now Promissory Note as of ~~June~~September 30, 2022.

American Innovative Robotics Investment

On April 1, 2022, the Company purchased an 8% promissory note (“Robotics Promissory Note”) issued by American Innovative Robotics, LLC (“Robotics”) in the principal amount of $1.1 million pursuant to a Note Purchase Agreement with Robotics. The Company paid a purchase price for the Robotics Promissory Note of $1.1 million. The Company will receive interest on the Robotics Promissory Note at the rate of 8% per annum payable every three months starting from July 1, 2022. The Robotics Promissory Note shall mature on April 1, 2027.

The Company recorded an interest income ~~receivable~~ of approximately ~~$20,000~~$45,000 on the Robotics Promissory Note as of ~~June~~September 30, 2022.

Note 8. Fair Value of Financial Assets and Liabilities

Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

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

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

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

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

The following table presents the Company’s assets and liabilities that are measured at fair value at ~~June~~September 30, 2022 and December 31, 2021 ($ in thousands):

	Fair value measured at June 30, 2022								Fair value measured at September 30, 2022
	Total at June 30,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Total at September 30,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2022		(Level 1)		(Level 2)		(Level 3)		2022		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities:
Equities	$	9,779	$	9,779	$	-	$	-	$	8,032	$	8,032	$	-	$	-
Total marketable securities	$	9,779	$	9,779	$	-	$	-	$	8,032	$	8,032	$	-	$	-
Short-term investment	$	104	$	15	$	-	$	89	$	33	$	-	$	-	$	33
Short-term notes receivable at fair value	$	8,500	$	-	$	-	$	8,500	$	8,645	$	-	$	-	$	8,645
Long-term notes receivable at fair value	$	1,100	$	-	$	-	$	1,100	$	1,100	$	-	$	-	$	1,100

	Fair value measured at December 31, 2021								Fair value measured at December 31, 2021
	Total at December 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Total at December 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2021		(Level 1)		(Level 2)		(Level 3)		2021		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities:
Equities	$	11,427	$	11,427	$	-	$	-	$	11,427	$	11,427	$	-	$	-
Total marketable securities	$	11,427	$	11,427	$	-	$	-	$	11,427	$	11,427	$	-	$	-
Short-term investment	$	2,273	$	1,854	$	-	$	419	$	2,273	$	1,854	$	-	$	419
Notes receivable at fair value	$	6,984	$	-	$	-	$	6,984	$	6,984	$	-	$	-	$	6,984
Convertible note receivable	$	2,147	$	-	$	-	$	2,147	$	2,147	$	-	$	-	$	2,147

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Level 3 Measurement

The following tables set forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis ($ in thousands):

Short-term notes receivable at fair value at December 31, 2021	$	6,984		$	6,984
Accrued interest receivable		377			522
Reclassify from convertible note receivable to notes receivable at fair value		2,147			2,147
Purchase of notes receivable		500			500
Change in fair value of note receivable		280			(608	)
Conversion of note receivable to marketable securities		(1,788	)		(899	)
Short-term notes receivable at fair value at June 30, 2022	$	8,500
Short-term notes receivable at fair value at September 30, 2022				$	8,645

Long-term notes receivable at fair value at December 31, 2021	$	-		$	-
Purchase of notes receivable		1,100			1,100
Long-term notes receivable at fair value at June 30, 2022	$	1,100
Long-term notes receivable at fair value at September 30, 2022				$	1,100
Short-term investment at December 31, 2021	$	419		$	419
Change in fair value of investment		(330	)		(386	)
Short-term investment at June 30, 2022	$	89
Short-term investment at September 30, 2022				$	33

Long term and Short-term Note Receivable and Convertible Notes Receivable

The Company has elected to measure the purchases of the notes using the fair value option at each reporting date. Under the fair value option, bifurcation of an embedded derivative is not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value will be reflected in interest income and other, net in the consolidated statements of operations.

The value at which the Company’s convertible note is carried on its books is adjusted to estimated fair value at the end of each quarter, taking into account general economic and stock market conditions and those characteristics specific to the underlying investments.

Interest accrues on the unpaid principal balance on a quarterly basis and is recognized in interest income in the consolidated statements of operations.

Convergent Investment

As of ~~June~~September 30, 2022, the fair value of the Convergent Convertible Note was measured at ~~$2.2~~$2.3 million, taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No change in fair value for principal was recorded during the ~~six~~nine months ended ~~June~~September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Mr. Jeffrey Cooper Investment

As of ~~June~~September 30, 2022, the fair value of the Mr. Jeffrey Cooper Promissory Note was measured at approximately ~~$2.9~~$3.0 million, taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No change in fair value for principal was recorded during the ~~six~~nine months ended ~~June~~September 30, 2022.

Raefan Industries LLC Investment

As of ~~June~~September 30, 2022, the fair value of the Raefan Industries Promissory Note was measured at approximately ~~$2.0~~$2.1 million, taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No change in fair value for principal was recorded during the ~~six~~nine months ended ~~June~~September 30, 2022.

Slinger Bag Inc Investment

As of September 30, 2022, the fair value of the Slinger Bag Convertible Note was measured at $0.

Nano Innovations Inc Investment

As of ~~June~~September 30, 2022, the fair value of the Nano Convertible Note was measured at approximately $0.8 million, taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No change in fair value for principal was recorded during the ~~six~~nine months ended ~~June~~September 30, 2022.

The Company believes that the fair value of the warrant of Nano is immaterial.

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Kaya Now Investment

On July 21, 2022, the Company and Kaya executed an amendment of the Kaya Now Promissory Note (“Amendment”) such that the Kaya Now Promissory Note shall mature on February 1, 2023. In consideration of the Amendment, Kaya has agreed to issue to the Company 1,000,000 additional shares at 20 cents per share of Kaya’s common stock. Under the amendment, interest on the Note during the extended term shall be paid on October 1, 2022 and January 1, 2023 at the rate of 8% per annum.

As of ~~June~~September 30, 2022, the fair value of the Kaya Now Promissory Note was measured at $0.5 million, taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No change in fair value for principal was recorded during the ~~six~~nine months ended ~~June~~September 30, 2022.

The Company believes that the fair value of the warrant of Kaya ~~Now~~ is immaterial.

American Innovative Robotics Investment

As of ~~June~~September 30, 2022, the fair value of the ~~Slinger Bag Convertible~~Robotics Promissory Note was measured at $1.1 million, taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No change in fair value for principal was recorded during the ~~six~~nine months ended ~~June~~September 30, 2022.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 9. Net Loss per Share Attributable to Common Stockholders

Basic loss per common share is computed by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock or common stock equivalents outstanding. Diluted loss per common share is computed similar to basic loss per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at ~~June~~September 30, 2022 and 2021 are as follows:

	As of June 30,				As of September 30,
	2022		2021		2022		2021
Convertible preferred stock		34		40		34		40
Warrants to purchase common stock		444,796		341,268		444,796		341,268
Options to purchase common stock		27,980		25,255		54,722		28,203
Total		472,810		366,563		499,552		369,511

Note 10. Redeemable Convertible Preferred Stock

Series O and Series P Redeemable Convertible Preferred Stock

On February 24, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in concurrent registered direct offerings (the “Offerings”), (i) 11,000 shares of the Company’s Series O Redeemable Convertible Preferred Stock, par value $0.001 per share (the “Series O Preferred Stock”), and (ii) 11,000 shares of the Company’s Series P Redeemable Convertible Preferred Stock, par value $0.001 per share (the “Series P Preferred Stock” and together with the Series O Preferred Stock, the “Preferred Stock”), in each case, at an offering price of $952.38 per share, representing a 5% original issue discount to the stated value of $1,000 per share of Preferred Stock, for gross proceeds of each Offering of $10,476,180, or approximately $21.0 million in the aggregate for the Offerings, before the deduction of the placement agent’s fee and offering expenses. The shares of Series O Preferred Stock will have a stated value of $1,000 per share and will be convertible, at a conversion price of $1.00 per share, into 11,000,000 shares of common stock (subject in certain circumstances to adjustments). The shares of Series P Preferred Stock will have a stated value of $1,000 per share and will be convertible, at a conversion price of $1.00 per share, into 11,000,000 shares of common stock (subject in certain circumstances to adjustments). The Series O Preferred Stock and the Series P Preferred Stock are being offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-238172) (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”). The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. The closing of the Offerings occurred on March 2, 2022. In connection with this transaction, the Company received net proceeds of $21.0 million, which was deposited in an escrow account.

In connection with the Offerings, the Company has entered into an engagement agreement (the “Engagement Agreement Agreement”) with H.C Wainwright & Company, LLC, as placement agent (“HCW”), pursuant to which the Company agreed to pay HCW an aggregate cash fee equal to 8% of the aggregate gross proceeds raised in the offerings and issue HCW common stock purchase warrants to purchase up to 1,760,000 shares of common stock in the aggregate at an exercise price of $1.25. The warrants were recorded as a component of stockholders’ equity in accordance with FASB Accounting Standards Codification (“ASC”) 815.

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Redemption Rights

After (i) the earlier of (1) the receipt of stockholder approval and (2) the date that is 90 days following the Original Issue Date (the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock) and (ii) before the date that is 120 days after the Original Issue Date (the “Redemption Period”), each Holder shall have the right to cause the Company to redeem all or part of such Holder’s shares of Preferred Stock at a price per share equal to 105% of the Stated Value.

As a result, the Preferred Stock were recorded separately from stockholders’ equity because they are redeemable upon the occurrence of redemption events that are considered not solely within the Company’s control.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

During the second quarter of 2022, the Company redeemed for cash at a price equal to 105% of the $1,000 stated value per share all of its 11,000 outstanding shares of Series O Preferred Stock and its 11,000 Series P Preferred Stock. The total redemption amount was $23.1 million. As a result, all shares of the Series O Preferred Stock and Series P Preferred Stock have been retired and are no longer outstanding.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company recognized approximately ~~$3.0~~$4.1 in deemed dividends related to the Preferred Stock in the condensed consolidated statements of operations and the unaudited condensed consolidated statements of changes in redeemable preferred stock and stockholders’ equity.

Note 11. Stockholders’ Equity

Common Stock

One June 5, 2020, CBM Biopharma, Inc. (“CBM”) approved a distribution to its stockholders of 1,939,058 the Company’s common shares. The Company, as 1one of CBM’s shareholder, received 387,812 shares of its common stock. The Company cancelled ~~387,812~~22,812 shares received on January 1, 2022.

During the nine months ended September 30, 2022, the Company issued an aggregate of 238,244 shares of the Company’s common stock to members of the Company’s Board and an employee for services rendered.

Treasury Stock

On January 21, 2022, the Company’s board of directors authorized a share buyback program (the “Share Buyback Program”), pursuant to which the Company authorized the Repurchase Program in an amount of up to three million dollars. During the ~~second quarter of~~nine months ended September 30, 2022, the Company repurchased ~~242,902~~344,982 shares at a cost of approximately ~~$1.5~~$2.2 million or ~~$6.12~~$6.48 per share through marketable securities account under the Share Buyback Program. The Company records treasury stock using the cost method.

Warrants

A summary of warrant activity for the ~~six~~nine months ended ~~June~~September 30, 2022, is presented below:

	Warrants		Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2021		341,268	$	31.68		-		3.87
Issued		103,528		21.25		-		4.40
Outstanding as of September 30, 2022		444,796	$	29.25		-		3.45

Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life
(in years)
Outstanding as of December 31, 2021 341,268 $ 31.68 - 3.87
Issued 103,528 21.25 - 4.90
Outstanding as of June 30, 2022 444,796 $ 29.25 - 3.95

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Restricted Stock Awards

A summary of restricted stock awards activity for the nine months ended September 30, 2022, is presented below:

	Number of Restricted Stock Awards			Weighted Average Grant Day Fair Value
Nonvested at December 31, 2021		-		$	-
Granted		238,244			6.13
Vested		(230,176	)		6.15
Nonvested at September 30, 2022		8,068		$	5.64

As of September 30, 2022, approximately $24,000 of unrecognized stock-based compensation expense was related to restricted stock awards. The weighted average remaining contractual terms of unvested restricted stock awards was approximately 0.25 years at September 30, 2022.

Stock Options

A summary of stock option activity for the ~~six~~nine months ended ~~June~~September 30, 2022 is presented below:

	Number of Shares		Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)		Number of Shares			Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2021		28,196	$	32.24	$	230,258		8.2		28,203		$	548.35	$	-		8.2
Employee options granted		170,525		0.35		902,077		9.8		170,587			5.95		184,234		1.7
Outstanding as of June 30, 2022		198,721	$	32.24	$	1,017,002		9.5
Employee options forfeited										(143,852	)		47.78		152,470		-
Employee options expired										(216	)		73.70		-		-
Outstanding as of September 30, 2022										54,722		$	175.26	$	31,764		8.8
Options vested and exercisable		27,980	$	32.46	$	114,925		7.8		25,311		$	372.00	$	-		7.9

Stock-based compensation associated with the amortization of stock option expense was approximately ~~$0.1 million for the three months ended June 30, 2022 and 2021. Stock-based compensation associated with the amortization of stock option expense was approximately $0.1 million~~$40,000 and $0.2 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. All stock compensation was recorded as a component of general and administrative expenses.

Estimated future stock-based compensation expense relating to unvested stock options is approximately ~~$0.8~~$0.1 million.

Note 12. Commitments and Contingencies

Legal Proceedings

In the past, in the ordinary course of business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of our technology. Other than ordinary routine litigation incidental to the business, we know of no material, active or pending legal proceedings against us.

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Risks and Uncertainties - COVID-19

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for drug candidates, the specific impact is not readily determinable as of the date of these consolidated financial statements. The COVID-19 pandemic has slowed down some drug development efforts and has slowed the acquisition of new drugs. However, the impact of the pandemic and ensuing lockdowns are easing. The process of drug development and further acquisitions is now continuing. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Leases

On December 1, 2021, the Company entered into a Lease Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company. Under the Company’s Lease, the Company will rent a portion of the twenty-second floor at 725 Fifth Avenue, New York, New York (the “22^nd Floor Premises”). The Company plans to use the 22^nd Floor Premises to run its day-to-day operations. The initial term of the Company’s Lease is seven (7) years commencing on July 11, 2022 (“Commencement Date). Under the Company’s Lease, the Company will pay monthly rent, commencing on January 11, 2023, equal to twelve-thousand, eight hundred and seventy-four dollars. Effective for the sixth and seventh years of the Company’s Lease, the rent shall increase to thirteen-thousand, five hundred and two dollars per month. The Company took possession of the Lease on the Commencement Date.

The tables below represent the Company’s lease assets and liabilities as of September 30, 2022:

	September 30, 2022
Assets:
Operating lease right-of-use-assets	$	708

Liabilities:
Current
Operating		42
Long-term
Operating		701
	$	743

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

	September 30, 2022
Weighted-average remaining lease term – operating leases (in years)		7.3
Weighted-average discount rate – operating leases		10.0	%

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

	Three Months Ended September 30, 2022
Operating leases
Operating lease cost	$	35
Variable lease cost		-
Operating lease expense		35
Short-term lease rent expense		36
Net rent expense	$	71

Supplemental cash flow information related to leases were as follows:

	Three Months Ended September 30, 2022
Operating cash flows - operating leases	$	-
Right-of-use assets obtained in exchange for operating lease liabilities	$	731

As of September 30, 2022, future minimum payments during the next five years and thereafter are as follows:

	Operating Leases
Remaining Period Ended December 31, 2022	$	-
Year Ended December 31, 2023		154
Year Ended December 31, 2024		154
Year Ended December 31, 2025		142
Year Ended December 31, 2026		142
Thereafter		479
Total		1,071
Less present value discount		(328	)
Operating lease liabilities	$	743

AIKIDO PHARMA INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 13. License agreements

On April 13, 2020, the Company entered into a License Agreement (the “License Agreement”) with University of Maryland (“UM”) pursuant to which UM granted the Company an exclusive, worldwide, royalty bearing license to certain intellectual property to, among other things, discover, develop, make, have made, use and sell certain licensed products and sell, use and practice certain licensed services with respect to cancer.

During the nine months ended September 30, 2022, the Company paid approximately $0.5 million of additional license fees to UM.

Note ~~13.~~14. Subsequent ~~Events~~events

AsDominari’s Lease of ~~August 1, 2022 Anthony Hayes divested all shares of common stock that he owed in Revere Securities LLC.~~Office Space at Trump Tower New York

On ~~July 22,~~September 23, 2022, ~~Carlos Aldavero~~Dominari entered into ~~an employment agreement~~a Lease Agreement (“Dominari’s Lease”) with ~~the Company~~Trump Tower Commercial LLC, a New York limited liability company. Under Dominari’s Lease, Dominari will rent a portion of a floor at 725 Fifth Avenue, New York, New York (the ~~“Employment Agreement”~~“Premises”). Dominari plans to use the Premises to run its day-to-day operations. The ~~Employment Agreement provides for payment~~initial term of an annual base salary of $450,000.00 to Mr. Aldavero, to be paid in equal semi-monthly or bi-weekly installments, a cash signing bonus of $213,000.00, and an annual cash bonus in an amount determined byDominari’s Lease is seven (7) years commencing on the ~~Board in its discretion if the Company meets or exceeds criteria adopted by the Board.~~

~~On July 21, 2022, the Company and Kaya Now Inc. executed an amendment~~date that possession of the ~~Kaya Now Promissory Note (“Amendment”) such~~Premises is delivered to Dominari. Under Dominari’s Lease, Dominari will pay rent equal to forty-nine thousand three hundred and sixty-eight dollars per month. Effective for the sixth and seventh years of Dominari’s Lease, the rent shall increase to fifty-one thousand eight hundred and sixty-eight dollars per month. The Company anticipates that ~~the Kaya Now Promissory Note shall mature on February 1,~~it will take possession of Dominari’s Lease in 2023. In consideration of the Amendment, Kaya Now has agreed to issue to the Company 1,000,000 additional shares at 20 cents per share of Kaya Now’s common stock. Under the amendment, interest on the Note during the extended term shall be paid on October 1, 2022 and January 1, 2023 at the rate of 8% per annum.

On August 10, 2022 we agreed to extend the term of our employment agreement with our chief executive officer, Anthony Hayes, for an additional five years, renewable thereafter for one year increments on 6 months notice.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-Q. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements. All references to “we,” “us,” “our” and the “Company” refer to Aikido Pharma Inc., a Delaware corporation and its consolidated subsidiaries unless the context requires otherwise.

Overview

~~AIkido Pharma Inc. was initially formed in 1967 and is currently~~Since 2017, we have operated as a biotechnology company with a diverse portfolio of small-molecule ~~anti-cancer~~anticancer and antiviral therapeutics in development. ~~The Company’s platform consists~~Over the past year, in an effort to enhance shareholder value, we have shifted our primary focus away from biotechnology to a new line of business in the fintech and financial services industries. In furtherance of this new focus, in June of this year we formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari”), with the purpose of making strategic acquisitions across the fintech and financial services industries. Additionally, AIkido Labs, LLC (“Aikido Labs”), another wholly owned subsidiary, has and will continue to explore other opportunities in high growth industries. To date, Aikido Labs has acquired equity positions in Anduril Industries, Inc, Databricks, Inc., Discord, Inc., Epic Games, Inc., Payward, Inc. dba Kraken, Space Exploration Technologies Corp. dba SpaceX, Tevva Motors Ltd., Thrasio, LLC, and Yanka Industries, Inc. dba Masterclass. Finally, we will continue to foster and develop our historical pipeline of biotechnology assets consisting of patented technology from leading universities and researchers, ~~and our innovative therapeutic drug platform is currently being advanced through strong collaborations with world-renowned educational institutions,~~ including ~~the University of Texas at Austin, the University of Maryland, Baltimore and Wake Forest University. Our diverse pipeline of therapeutics includes therapies~~prospective treatments for pancreatic cancer, acute myeloid leukemia ~~(“AML”)~~ and acute lymphoblastic ~~leukemia (“ALL”). The Company is~~leukemia. We are also developing a broad-spectrum antiviral platform, in which the lead compounds ~~with the potential to inhibit replication of~~have activity in cell-based assays against multiple viruses including Influenza virus, ~~SARS-CoV (coronavirus), MERS-CoV,~~ Ebolavirus and Marburg ~~virus.~~

~~The Company previously focused its efforts on owning, developing, acquiring~~virus, SARS-CoV, MERS-CoV, and ~~monetizing intellectual property assets. Since May 2016,~~SARS-CoV-2, the ~~Company has received limited funds from its intellectual property monetization. In addition to its patent monetization efforts, since the fourth quarter~~cause of ~~2017, the Company has been transitioning to focus its efforts as a technology and biotechnology development company. These efforts have focused mainly on biotechnology research and development.~~

Outside of the biotechnology space, the Company has put capital into a series of small investments in private companies that are expected to go public in next 24 months. These investments include, but are not limited to, an investment in Tevva Motors, an electric truck producer, a space with recent Rivian Automotive (NASDAQ: RIVN) IPO. Additionally, the Company has invested in Kerna Health, a growing tele-health business with recurring revenue and large contract backlog, as well an investment in Kaya Holding Corp., a holding company with a portfolio of wholly-owned subsidiaries focused on emerging technologies and social networking for cannabis enthusiasts. The Company’s investments now also include interests in privately-held companies Discord, Inc., a social communications platform provider that is particularly popular with gamers; Thrasio, LLC, an aggregator of private brands of top Amazon businesses and direct-to-consumer brands; Automation Anywhere, Inc. a provider of business automation solutions, and Anduril Industries, Inc., a defense products company.COVID-19.

AsOn September 9, 2022, Dominari entered into a membership interest purchase agreement (the “FPS Purchase Agreement”) with Fieldpoint Private Bank & Trust (“Seller”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint Private Securities, LLC, a Connecticut limited liability company (“FPS”) and broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”). Pursuant to the terms of the FPS Purchase Agreement, Dominari will purchase from the Seller 100% of the membership interests in of FPS (the “Membership Interests”) and, as a result thereof, will, thereafter, operate FPS’s registered broker-dealer business as a wholly owned subsidiary. The FPS Purchase Agreement provides for Dominari’s acquisition of FPS’s Membership Interests in two closings, the first of which occurred on October 4, 2022 (the “Initial Closing”), at which Dominari paid to the Seller $2,000,000 in consideration for a transfer by the Seller to Dominari of 20% of the ~~Company’s biotechnology research development~~Membership Interests. Following the Initial Closing, FPS filed a continuing membership application requesting approval for a change of ownership, control, or business operations with FINRA in accordance with FINRA Rule 1017 (the “Rule 1017 Application”). Upon FINRA’s approval of the Rule 1017 Application, the second closing will occur (the “Second Closing”), at which Dominari will pay to the Seller an additional $1.00 in consideration for a transfer by the Seller to Dominari of the remaining 80% of the Membership Interests. The Second Closing is subject to FINRA’s final approval under FINRA Rule 1017 as well as other customary closing conditions, including the accuracy of the representations and ~~associated investments~~warranties of the applicable parties under the FPS Purchase Agreement and ~~acquisitions, our business portfolio now focuses~~compliance therewith. Additionally, on the treatment of three different cancers, including pancreatic cancer, AML and ALL. DHA-dFdC, our pancreatic drug candidate developed at the University of Texas at Austin (“UTA”), is a new compound thatOctober 17, 2022, we hope will become the next generation of chemotherapy treatment for advanced pancreatic cancer. DHA-dFdC is designed to overcome tumor cell resistance to current chemotherapeutic drugs and is well tolerated in preclinical toxicity tests. Preliminary studies have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth in culture (up to 100,000-fold more potent that gemcitabine, a current standard therapy), has documented efficacy against pancreatic tumors in a clinically relevant transgenic mouse model and has demonstrated activities against other cancers, including leukemia, lung and melanoma. Ultimately, we plan to develop DHA-dFdC for oral and intravenous administration in a solid lipid nanoparticle carrier matrix, which has also been licensed from UTA, and is intended to be a second-line treatment for advanced pancreatic cancer. The Company has entered into an ~~agreement~~Amended and Restated Services Agreement with ~~Parimer Scientific,~~Kyle Wool, pursuant to which ~~is working with other third parties,~~he has agreed to ~~assist in researching, developing and optimizing~~serve as Dominari’s Chief Executive Officer, upon the manufacturing process of the active ingredient, formulating the dosage formulation and performing drug stability tests. The Company’s license with UTA (the “License”) is a royalty-bearing exclusive license that, unless terminated earlier, continues until the last date of expiration or termination of ~~the patent rights granted under the License (the “Patent Rights”). With regard~~his existing relationship with another registered broker-dealer and lead our transition to ~~DHA-dFdC, the Patent Rights include two issued U.S. Patents, several filed U.S. patent applications~~a fintech and an application filed under the Patent Cooperation Treaty (“PCT”) that is currently being prosecuted to secure rights in foreign countries. So far, two patents have issued, U.S. Patent No. 10,463,684 (the “684 Patent”) and U.S. Patent No. 11,219,633 (the “633 Patent”), which contain claims covering the compound DHA-dFdC. Assuming all maintenance fees are timely paid, the 684 Patent is expected to expire on October 27, 2035 and the 633 Patent is expected to expire on May 28, 2035. The Company’s license with UTA also covers a U.S. provisional patent application relating to the solid lipid nanoparticle carrier matrix for the drug, which was filed on June 6, 2019. In June of 2020, at the request of the Company, UTA filed both a U.S. non-provisional utility patent application as well as a PCT application relating to the lipid nanoparticle carrier matrix claiming the June 6, 2019 priority date of the provisional application. The PCT application has now entered the national phase in Europe, China and India. Patent prosecution on all pending patent applications is currently underway. The Company is currently engaged in research and development activities related to the manufacture of DHA-dFdC, which have thus far confirmed the critical chemical steps required for the manufacturing and scalability of the process. In collaboration with our contract manufacturing organization, Parimer Scientific, we are currently optimizing the manufacturing procedure for DHA-dFdC. Our manufacturing activities were initially delayed several months due to COVID-19 because Parimer was recruited by the U.S. and South Carolina governments to manufacture hand sanitizer for use in hospitals. For that reason, our manufacturing activities did not begin in earnest until the beginning of the third quarter of 2020. Once manufacturing began, shipping delays due to the pandemic further slowed progress. Further delay resulted from the inherent difficulty in producing scalable quantities of the key intermediate compound in the process. Despite these delays, we now have successfully replicated the synthesis as reported in the literature, have developed a new procedure for the production of the key intermediate on a large scale, and are currently optimizing the procedure to ensure that incorporation of our new procedure into the overall manufacturing process will result in levels of DHA-dFdC on an acceptably large scale. In tandem, the Company will also develop the solid lipid nanoparticle delivery system containing DHA-dFdC to optimize the manufacturing process for size and consistency of the particles. We plan to then develop the drug formulation for oral and intravenous delivery via the solid lipid nanoparticles for use in future animal testing. We do not currently have FDA approval, which will eventually be required to begin administering DHA-dFdC to patients as part of any clinical trials. Animal studies will be a necessary prerequisite to filing an Investigational New Drug Application (“IND”) with the FDA. Depending upon the success of the animal studies, the Company’s development activities will also include preparing the IND for submission to the FDA. The Company’s formulation is a new chemotherapy oral dosage form “repurposing” the chemotherapeutic agent gemcitabine, which we believe enables it to be developed for use in patients following a special regulatory pathway codified in Section 505(b)(2) of the FDA rules. Section 505(b)(2) was enacted to enable sponsors to seek New Drug Application (“NDA”) approval for novel repurposed drugs without the need for such sponsors to undertake certain time consuming and expensive safety studies. Proceeding under this regulatory pathway, we hope to be able to rely upon all of the publicly available safety and toxicology data with respect to gemcitabine in our FDA submissions. We believe that this path will dramatically reduce the required clinical development efforts, costs and risks as compared to what would be required of us if we were required to conduct the entire scope of trials required for new chemical entities that are not eligible to be reviewed pursuant to the Section 505(b)(2) regulatory pathway. We estimate that by using the Section 505(b)(2) regulatory pathway, the clinical development process may be several years shorter than is required for a new chemical entity, and the FDA approval process may be six to nine months shorter than the typical eighteen-month period, which we believe may result in lower development costs and shorter development time. As of the date hereof, we have not submitted an IND or an NDA to the FDA. Our AML and ALL compounds, developed at Wake Forest University, are targeted therapeutics designed to overcome multiple resistance mechanisms observed with the current standard of care. In addition, we are constantly seeking to grow our pipeline to treat unmet medical needs in oncology.financial services company.

~~In addition,~~Our anticipated diversified financial platform may be affected by a variety of factors including the ~~Company owns an exclusive world-wide license to patented technology from~~continuing impact of the University of Maryland Baltimore (“UMB”). Our license is for a broad-spectrum antiviral drug platform. The licensed technology is a broadly acting pan-viral inhibitory compound with efficacy against multiple viral pathogens. The technology works to inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus. The technology is covered by two patent applications already on file withCOVID-19 pandemic, higher inflation, the United States Patent and Trademark Office. The Company’s license covers two U.S. provisional applications, which were consolidated and timely filed as a PCT application on June 5, 2020, commencing patent prosecution. Any patents issued from this application are expected to expire 20 years later, on June 5, 2040, unless the term is extendedactions by the ~~patent office. The PCT application describing~~Federal Reserve to address inflation, the ~~technology~~possibility of recession, Russia’s invasion of Ukraine, and rising energy prices. These factors create uncertainty about the future economic environment which will continue to ~~which~~evolve and may impact our business in future periods. These developments and the Company is licensed was published on December 12, 2020 by the World Intellectual Property Organization under International Publication Number WO 2020/247860 A1. The PCT application has now entered the national phase in the USPTO (U.S. Application Serial No. 17/616,586) and is currently under active prosecution. The Company’s license has been amended to cover a second PCT application, which was published on June 9, 2022 by the World Intellectual Property Organization under International Publication Number WO 2022/120207 A1. Currently, the Company and UMB are collaborating to identify chemical structures that are as effective as, or more effective than, the lead compounds covered in the PCT application. The UMB inventors are Drs. Matthew Frieman, Alexander MacKerell and Stuart Watson. The Company has also executed a Sponsored Research Agreement with UMB to support the development of the technology.

Effective March 23, 2020, and as amended and restated on November 24, 2020, the Company and Continental Stock Transfer & Trust Co. entered into a rights agreement (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 expireimpact on the ~~announced acquisition date,~~financial markets and ~~all rights expire at~~ the ~~close~~overall economy continue to be highly uncertain and cannot be predicted. If the financial markets and/or the overall economy continue to be impacted, our results 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 votingoperations, financial position, 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 and within a specified time period, wecash flows 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.~~be materially adversely affected.

Critical Accounting Policies

Our critical accounting policies are disclosed in our annual report on Form 10K for the year ended December 31, 2021 and there have been no material changes to such policy or estimates during the ~~six~~nine months ended ~~June~~September 30, 2022.

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures in the financial statements. Management considers an accounting estimate to be critical if:

●	it requires assumptions to be made that were uncertain at the time the estimate was made, and

●	changes in the estimate or different estimates that could have been selected could have material impact in our results of operations or financial condition.

While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results could differ from those estimates and the differences could be material.

See Note 2 to our unaudited condensed consolidated financial statements for a discussion of our significant accounting policies.

Recently Issued Accounting Pronouncements

See Note 3 to the unaudited condensed consolidated financial statements for a discussion of recent accounting standards.

Results of Operations

~~Results of Operations~~We had little or no revenue for the past two years.

Three months ended ~~June~~September 30, 2022 compared to three months ended ~~June~~September 30, 2021

During the three months ended ~~June~~September 30, 2022, we incurred a loss from operations of approximately ~~$2.3~~$5.1 million, as compared to a loss of approximately $1.8 million for the comparable period of the prior year. The approximate $3.3 million increase in loss year-over-year was primarily attributable to (i) an approximate $2.8 million ~~during the comparable prior year period. The decrease in loss was primarily attributed to $81,000 decrease in~~increase in general and administrative expenses ~~$0.3~~from approximately $1.7 million, ~~decrease research~~during the three months ended September 2021, to approximately $4.5 million, for the same period in 2022, and ~~development expense, and $91,000 decrease~~(ii) an approximate $0.5 million increase in research and development ~~expense~~expenses from approximately $0.1 million, during the three months ending September 30, 2021, to approximately $0.6 million, for the same period in 2022. The increase in (i) was a result of approximately $1.4 million in expenses related to ~~development~~fully-vested restricted stock grants issued to the members of the board of directors and executive officers and additional contractual and discretionary bonus expense of approximately $0.6 million. We also incurred approximately $1.0 million in legal and accounting advisory fees related to our transition into a financial services business. The increase in (ii) was primarily due to an additional payment under our license ~~technology.~~agreement with the University of Maryland (“UM”) pursuant to which the UM granted us an exclusive, worldwide, royalty bearing license to certain intellectual property to, among other things, discover, develop, make, have made, use and sell certain licensed products and sell, use and practice certain licensed services with respect to the treatment of cancer.

During the three months ended ~~June~~September 30, 2022, other expense was approximately ~~$2.8~~$1.1 million as compared to other income of approximately ~~$1.4~~$1.7 million ~~during~~for the comparable prior year period. The ~~increase~~activity for the three months ended September 30, 2022, as compared to the same period in ~~other expense was primarily attributed~~the prior year, is a result of an overall volatility in equity valuations due to ~~a $0.3 million decrease~~macroeconomic uncertainty (i.e. inflation, global tensions in the Ukraine, etc.) impacting the change in fair value of ~~investment~~investments and ~~$4.0 million increase in loss~~unrealized losses on marketable securities. Specifically, we recognized $0.3 million in change of fair value of investments for the three months ended September 30, 2022, which is reflective of volatility in equity valuations, as stated above. For the three months ended September 30, 2021, change in fair value of investments increased to $4.4 million primarily as a result of our investment in DatChat, Inc. (“DatChat”) which increased to $4.4 million following DatChat’s initial public offering during July 2021. Unrealized losses on marketable securities for the three months ended September 30, 2022, were $1.6 million, as compared to $3.0 million for the same period during the prior year, which was a result of continued volatility in equity-based exchange traded funds.

~~Six~~Nine months ended ~~June~~September 30, 2022 compared to ~~six~~nine months ended ~~June~~September 30, 2021

During the ~~six~~nine months ended ~~June~~September 30, 2022, we incurred a loss from operations of approximately ~~$6.1~~$11.2 million, as compared to ~~$5.1~~approximately $6.9 million during the comparable prior year period. The approximate $4.3 million increase in loss was primarily ~~attributed~~attributable to ~~$0.5~~(i) an approximate $3.3 million increase in in general and administrative expenses ~~and $1.7~~from approximately $5.2 million, ~~increase research and development expense, and was partially offset by $1.1~~during the nine months ended September 30, 2021, to approximately $8.5 million, ~~decrease~~during the same period in 2022, (ii) an approximate $1.6 million increase in research and development expenses from approximately $0.5 million, during the nine months ended September 30, 2021, to approximately $2.1 million, during the same period in 2022, and (iii) an approximate decrease of $0.6 million in research and development – license acquired from approximately $1.1 million, during the nine months ended September 30, 2021, to approximately $0.5 million, during the same period in 2022, The increase in (i) was a result of approximately $1.4 million in expenses related to fully-vested restricted stock grants issued to the members of the board of directors and executive officers and additional contractual and discretionary bonus expense of approximately $0.6 million. We also incurred approximately $1.0 million in legal and accounting advisory fees related to our transition into a financial services business. The increase in (ii) was primarily due to an approximate $1.6 million increase in expense related ~~with license acquisition.~~to our continued development of a broad-spectrum antiviral platform, in which the lead compounds have activity in cell-based assays against multiple viruses including the Influenza virus, Ebolavirus and Marburg virus, SARS-CoV, MERS-CoV, and SARS-CoV-2, the cause of COVID-19. The decrease in (iii) was primarily attributable to an approximate $0.6 million decrease related to a one-time expense for restricted stock units issued in the prior year in relation to use of the license.

During the ~~six~~nine months ended ~~June~~September 30, 2022, other expense was approximately ~~$2.5~~$3.6 million as compared to other ~~expense~~income of approximately ~~$0.2~~$1.5 million ~~during~~for the comparable prior year period. The ~~increase~~activity for the nine months ended September 30, 2022, as compared to the same period in ~~other expense was primarily attributed~~the prior year, is a result of overall volatility in equity valuations due to ~~a $3.2 million decrease~~macroeconomic uncertainty (i.e. inflation, global tensions in ~~loss on marketable securities, and was partially offset by $0.7 million increase in~~the Ukraine, etc.) impacting the change in fair value of ~~investment.~~investments and unrealized losses on marketable securities. Specifically, we recognized $0.1 million in change of fair value of investments for the nine months ended September 30, 2022, which is reflective of volatility in equity valuations, as stated above. For the nine months ended September 30, 2021, change in fair value of investments increased to $3.8 million primarily as a result of our investment in DatChat which increased to $4.4 million following DatChat’s initial public offering during July 2021. Unrealized losses on marketable securities for the nine months ended September 30, 2022, were $4.3 million, as compared to $2.6 million for the same period during the prior year, which was a result of continued volatility in equity-based exchange traded funds.

~~The Company experienced very little or no revenue in the last two years and we don’t expect any revenue until a biotechnology product is fully developed which may not occur for many years.~~

Liquidity and Capital Resources

We continue to incur ongoing administrative and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue. While we continue to implement our business strategy, we intend to finance our activities through:

●	managing current cash and cash equivalents on hand from our past debt and equity offerings;

●	monetizing current and future strategic long-term investments;

●	seeking additional funds raised through the sale of additional securities in the future;

●	seeking additional liquidity through credit facilities or other debt arrangements; and

●	increasing revenue from its patent portfolios, license fees and new business ventures.

Our ultimate success is dependent on our ability to obtain additional financing, monetize our long-term investments, and generate sufficient cash flow to meet our obligations on a timely basis. Our business will require significant amounts of capital to sustain operations and make the investments it needs to execute its longer-term business plan to ~~support new technologies~~transition to a fintech and ~~help advance innovation.~~financial services business . Our working ~~capital amounted to~~was approximately ~~$60.7~~$54.2 million at ~~June~~September 30, 2022. We ~~will~~may need to obtain additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly-traded company or operations. If we attempt to obtain additional debt or equity financing, we cannot assume that such financing will be available to the Company on favorable terms, or at all.

~~The Company plans~~ As a result of recent volatility and weakness in the public markets, due to, ~~pursue its plans regarding research~~among other factors, uncertainty in the global economy and ~~development of~~financial markets, it may be much more difficult to raise additional capital, if and when, it is needed, unless the public markets become less volatile and stronger at such time that we seek to raise additional capital. There are no known trends, demands, commitments, or events that will result in or that are reasonably likely to result in our two pre-clinical products which will require resources beyond those currently, ultimately requiring third party capital. During this time, the Company does not expect to generate revenue and there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not includeliquidity increasing or decreasing in any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty.material way.

Cash Flows from Operating Activities - For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, net cash used in operations was approximately ~~$5.9~~$8.7 million and ~~$2.7~~$4.6 million, respectively. The cash used in operating activities for the ~~three~~nine months ended ~~June~~September 30, 2022 primarily resulted from a net loss of ~~$8.6~~$14.9 million and change in fair value of long-term investment of ~~$1.4~~$1.6 million and is partially offset by change in fair value of short-term investment of ~~$1.6~~$1.5 million and unrealized loss on marketable securities of ~~$2.3~~$3.9 million. The cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2021 primarily resulted from a net loss of ~~$5.3~~$5.4 million and ~~$1.1~~change in fair value of investment of $3.8 million, ~~realized gain on marketable securities,~~ and partially offset by ~~$1.4~~$4.3 million unrealized loss on marketable securities and $1.1 million research and development expense related with license acquired.

Cash Flows from Investing Activities - For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, net cash used in investing activities was approximately ~~$15.3~~$16.0 million and ~~$70.4~~$70.3 million, respectively. The cash used in investing activities for the ~~six~~nine months ended ~~June~~September 30, 2022 primarily resulted from our purchase of marketable securities of $27.5 million, purchase of promissory notes of $1.6 million and purchase of investments of ~~$14.6~~$15.0 million, partially offset by our sale of marketable securities of ~~$28.3~~$28.5 million since we invest excess cash into marketable securities until additional cash is needed. The cash used in investing activities for the ~~six~~nine months ended ~~June~~September 30, 2021 primarily resulted from our purchase of marketable securities of ~~$86.5~~$90.5 million, funds to deposit accounts of ~~$4.5~~$4.4 million (net of fee), purchase of investments at fair value of $4.1 million and purchase of convertible note of $2.0 million, partially offset by our sale of marketable securities of ~~$23.2~~$30.4 million since we invest excess cash into marketable securities until additional cash is needed.

Cash Flows from Financing Activities - Cash used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$15.3~~$6.4 million, which reflects the cost for redemption of Series O and Series P Redeemable Convertible Preferred Stock of ~~$23.1~~$22.0 million and cost for purchase of treasury stock of ~~$1.5~~$2.2 million, partially offset by net proceeds of ~~$19.0~~$17.9 million from investors in exchange of issuance of issuance of Series O and Series P Redeemable Convertible Preferred Stock. Cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2021 was $78.1 million, which reflects the net proceeds of $78.0 million from investors in exchange of issuance of common stock and warrants and net proceeds of $84,000 from the exercise of common warrants.

Off-balance sheet arrangements.

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

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 Securities Exchange Act of 1934, as amended (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, 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 quarter ended ~~June~~September 30, 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 Chief Executive Officer has concluded that our disclosure controls and procedures were not effective as of ~~June~~September 30, 2022 due to the material weaknesses in our internal controls over financial reporting. 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. The Company is working to change internal controls to address material weaknesses and adding additional employees as part of a plan to discuss with FINRA.

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 fiscal quarter ended ~~June~~September 30, 2022 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

In the past, in the ordinary course of business, we actively pursued legal remedies to enforce our intellectual property rights and to stop unauthorized use of our technology. Other than ordinary routine litigation incidental to the business, we know of no material, active or pending legal proceedings against us.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

31.1		Certification of Principal Executive Officer ~~and~~of AIkido Pharma Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer of AIkido Pharma Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer and Principal Financial Officer of AIkido Pharma Inc. 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).

Signatures

Pursuant to the requirements of the Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Aikido Pharma Inc.
	(Registrant)

Date: ~~August 12,~~November 10, 2022	By:	/s/ Anthony Hayes
		Anthony Hayes
		Chief Executive Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

2533

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Security Name		Shares Owned as of June 30, 2022				Fair value per Share as of June 30, 2022				Fair value as of June 30, 2022 (in thousands)
HOTH			35,714			$	0.42			$	15