UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
AIKIDO PHARMA INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING OF
STOCKHOLDERS HELD ON NOVEMBER 17, 2020 AND
PARTIALLY ADJOURNED UNTIL DECEMBER 4, 2020 AND AGAIN UNTIL JANUARY 12, 2021
On October 5, 2020, AIkido Pharma Inc. (the “Company”) commenced distributing to its stockholders a Notice of Annual Meeting of Stockholders and Definitive Proxy Statement (the “Notice and Proxy Statement”) for its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), which was held on November 17, 2020 and partially adjourned (the “First Adjournment”) to December 4, 2020 to allow for additional voting on Proposal 1, which proposal is described in the Notice and Proxy Statement. A copy of the Notice and Proxy Statement was filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2020. On November 25, 2020, the Company distributed a press release related to the First Adjournment (the “Release”). A copy of the Release was filed with the SEC and distributed to the Company’s stockholders on November 25, 2020. On December 4, 2020, the Annual Meeting was adjourned prior to voting on Proposal 1 to allow additional time for voting. As announced during the Annual Meeting, the Annual Meeting is to reconvene at 12:00 p.m. Eastern Time on January 12, 2021. On December 4, 2020, the Company mailed a letter to certain of its stockholders (the “Letter”) related to Proposal 1, which proposal is described in the Notice and Proxy Statement. A copy of the Letter is set forth below.
This supplement is being filed with the SEC and is being made available to stockholders on or about December 4, 2020. This supplement should be read in conjunction with the Proxy Statement filed with the SEC and furnished to stockholders on or about October 5, 2020 and the Supplement to the Proxy Statement filed with the SEC and furnished to stockholders on or about November 25, 2020.
AIKIDO PHARMA INC. ANNOUNCES ADJOURNMENT OF
THE ANNUAL MEETING OF STOCKHOLDERS TO JANUARY 12, 2021
PLEASE VOTE TODAY
Dear AIkido Pharma Stockholder:
The Annual Meeting of Stockholders, originally scheduled for November 17, 2020 and adjourned to December 4, 2020 was convened and adjourned without any business being conducted in order to solicit additional proxies on the proposal to effect a reverse stock split of our common stock at a ratio up to one-for-ten (1-for-10). All other proposals were passed at the November 17, 2020 Annual Meeting of Stockholders. We are adjourning the meeting to 9:00 a.m. Pacific Time/12:00 p.m. Eastern Time on January 12, 2021 in order to solicit additional votes to meet the vote required to approve the reverse stock split proposal.
The primary objective of the reverse split is to increase the per share trading price of our common stock to satisfy the $1.00 minimum bid price requirement for continued listing on Nasdaq. If we are unable to maintain compliance with the Nasdaq standards, our common stock may be transferred to the OTC Bulletin Board or the “pink sheets” maintained by the National Quotation Bureau. Please note that the reverse split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interest or proportionate voting power, except for minor adjustment due to fractional shares.
The higher stock price resulting from the reverse split and listing on Nasdaq is important for the marketability of our common stock to the financial community and investing public. If the reverse stock split is not implemented it could limit the number of potential buyers of our common stock as many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios. Brokerage houses also frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks. Top proxy advisory firms ISS and Glass Lewis, who together provide voting recommendations on stockholder meetings to a majority of institutional stockholders, both recommend a “FOR” vote for this proposal in order to maintain listing on the Nasdaq.
We request that any stockholder who has not yet voted do so as promptly as possible in order to avoid additional delays and expense.
You are receiving this letter because our records indicate that you have not voted yet. Please take a moment and vote your shares today.
The record date for determining stockholders eligible to vote on the proposals at the Annual Meeting remains September 24, 2020. If you have any questions or require any assistance in voting your shares, please call our proxy solicitor, MacKenzie Partners, toll-free at 1-800-322-2885 or via e-mail at proxy@mackenziepartners.com.
Thank you for your cooperation and support.
AIkido Pharma Inc.
| If you have any questions or require any assistance with voting your shares, |
| please contact the Company’s proxy solicitor listed below: |
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1407 Broadway 27th Floor New York, NY 10018 |
| Call Collect: (212) 929-5000 |
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Toll-Free: (800) 322-2885 |
| Email: proxy@mackenziepartners.com |
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