AIKIDO PHARMA INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

Published: 2022-05-25 17:03:06 ET AIKI

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2022, AIkido Pharma Inc., a Delaware corporation (the "Company"), held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders (i) elected Anthony Hayes and Robert Dudley to serve as Class II directors of the Company; (ii) ratified the appointment of WithumSmith + Brown PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022; (iii) approved, on a non-binding, advisory basis, the Company's executive compensation; and (iv) approved a proposal to amend the Company's amended and restated certificate of incorporation (the "Amended and Restated Certificate of Incorporation") to effect a reverse stock split of the Company's common stock with the exact ratio to be determined at the sole discretion of the Board of Directors without further approval or authorization of the stockholders (the "Reverse Stock Split").

Stockholders of record at the close of business on March 21, 2022 were entitled to one vote for each share of common stock, ten/nineteenths votes per share of Series D convertible preferred stock (as converted, one vote for each of 3,825 shares of common stock) and ten/nineteenths votes per share of Series D-1 convertible preferred stock (as converted, one vote for each of 834 shares of common stock) held. Additionally, the Series O Preferred Stock and Series P Preferred Stock have no voting rights, other than the right to vote as a class on certain specified matters, except that (i) each share of Series O Preferred Stock were entitled to vote, on an as converted basis, on the Reverse Stock Split (together with the Company's common stock, Series D convertible preferred stock, Series D-1 convertible preferred stock and the Series P Preferred Stock as a single class), and (ii) each share of Series P Preferred Stock will have the right to cast 30,000 votes per share of Series P Preferred Stock on the Reverse Stock Split (together with the Company's common stock, Series D convertible preferred stock, Series D-1 convertible preferred stock and the Series P Preferred Stock as a single class); provided, that such votes will automatically be voted in a manner that "mirrors" the proportions on which the shares of common stock (excluding any shares of common stock that are not voted), Series O Preferred Stock and any other shares of preferred stock of the Company (other than the Series P Preferred Stock) are voted on the Reverse Stock Split.

On March 21, 2022, there were 89,293,446 shares of common stock issued and outstanding, 3,825 shares of Series D convertible preferred stock issued and outstanding, 834 shares of Series D-1 Convertible preferred stock issued and outstanding, 11,000 shares of Series O Preferred Stock outstanding and 11,000 shares of Series P Preferred Stock outstanding and eligible to vote. The amount of issued and outstanding shares of common and preferred stock present at the Annual Meeting was sufficient to constitute a quorum.

Set forth below are the final voting results for each of the proposals:

Proposal No. 1 - Election of directors

Anthony Hayes and Robert Dudley were elected to serve as Class II directors of the Company for a term expiring at the 2025 annual meeting of stockholders or until their successors are elected and qualified. The voting results were as follows:

Proposal No. 2 - Ratification of the appointment of independent registered public accounting firm

The appointment of WithumSmith + Brown PC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 38,313,371 2,802,590 612,197 -

Proposal No. 3 - Approval, by non-binding advisory vote, of the Company's executive compensation

The Company's executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 9,376,680 6,666,153 330,281 -

Proposal No. 4 - Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock

A Reverse Stock Split ranging from one share for not less than each five (5) shares nor more than each thirty (30) shares with the exact ratio within such range to be determined at the sole discretion of the Board of Directors without further approval or authorization of the stockholders, was approved. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 296,337,689 86,157,071 233,398 -

The effective date of the Reverse Stock Split will be June 7, 2022.