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. 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 of biotechnology
assets consisting of patented technology from leading universities and researchers, including prospective treatments for pancreatic cancer,
acute myeloid leukemia and acute lymphoblastic 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.
On
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 of the Company. 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 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 warranties
of the applicable parties under the FPS Purchase Agreement and compliance therewith. Additionally, on October 17, 2022, the Company
entered into an Amended and Restated Services Agreement with Kyle Wool, pursuant to which he has agreed to serve as Dominari’s
Chief Executive Officer, upon the termination of his existing relationship with another registered broker-dealer and lead the 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 Reverse Stock Split
was effective on June 7, 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 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.
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 subsidiaries,
AIkido Labs 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 September 30, 2022, condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and
2021, condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2022 and 2021,
and the condensed consolidated statements of cash flows for the nine months ended 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 nine months ended 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
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.
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 nine months ended
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
September 30, | | |
Nine
Months Ended
September 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Realized (loss) gain | |
$ | (144 | ) | |
$ | (583 | ) | |
$ | (712 | ) | |
$ | 501 | |
Unrealized loss | |
| (1,589 | ) | |
| (2,901 | ) | |
| (3,889 | ) | |
| (4,296 | ) |
Dividend income | |
| 79 | | |
| 451 | | |
| 211 | | |
| 1,221 | |
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 September 30, 2022 and December 31, 2021 ($ in thousands):
| |
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 nine months ended September 30, 2022 is summarized as follows: ($ in thousands):
Beginning balance | |
$ | 2,273 | |
Transfer to marketable securities | |
| (1,497 | ) |
Change in fair value of investment | |
| (1,517 | ) |
Realized gain recognized
through sale of marketable securities | |
| 774 | |
Ending balance | |
$ | 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 September 30, 2022 and December 31, 2021:
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) | |
HOTH | |
| 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 $33,000
and $0.4 million in the consolidated balance sheet as of 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 nine months ended September 30, 2022,
the Company recorded approximately $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:
| |
September 30,
2022 | | |
December 31,
2021 | |
Option term (in years) | |
| 2.1 | % | |
| 2.8 | |
Volatility | |
| 88.25 | % | |
| 95.52 | % |
Risk-free interest rate | |
| 4.22 | % | |
| 0.97 | % |
Expected dividends | |
| 0.00 | % | |
| 0.00 | % |
Stock price | |
$ | 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.
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 September 30, 2022 and December 31, 2021 ($ in thousands):
| |
September 30,
2022 | | |
December 31,
2021 | |
Investment in Kerna Health Inc | |
$ | 4,940 | | |
$ | 3,800 | |
Investment in Kaya Now | |
| 2,540 | | |
| 1,665 | |
Investment in Tevva Motors | |
| 3,364 | | |
| 2,000 | |
Investment in ASP Isotopes | |
| 1,300 | | |
| 1,000 | |
Investment in AerocarveUS Corporation | |
| 1,000 | | |
| 1,000 | |
Investment in Qxpress | |
| 1,000 | | |
| - | |
Investment in Masterclass | |
| 170 | | |
| - | |
Investment in Kraken | |
| 597 | | |
| - | |
Investment in Epic Games | |
| 3,500 | | |
| - | |
Investment in Tesspay | |
| 1,250 | | |
| - | |
Investment in SpaceX | |
| 3,500 | | |
| - | |
Investment in Databricks | |
| 1,200 | | |
| - | |
Investment in Discord | |
| 476 | | |
| - | |
Investment in Thrasio | |
| 300 | | |
| - | |
Investment in Automation Anywhere | |
| 476 | | |
| - | |
Investment in Anduril | |
| 476 | | |
| - | |
Total | |
$ | 26,089 | | |
$ | 9,465 | |
The
change in the value of the long-term investments for the nine months ended September 30, 2022 is summarized as follows: ($ in thousands):
Beginning balance | |
$ | 9,465 | |
Purchase of investments | |
| 15,016 | |
Change
in fair value of long-term investments | |
| 1,608 | |
Ending balance | |
$ | 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 September 30, 2022.
AIKIDO PHARMA INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Investment
in Kaya Now Inc (aka Kaya Holding 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 $0.2 million in unrealized gain on this investment during the nine months ended September 30, 2022. The
investment in Kaya was valued at approximately $2.5 million as of 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 nine months ended September
30, 2022. The investment in Tevva was valued at approximately $3.4 million as of 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 was valued at $1.3 million as of September 30, 2022.
Investment
in AerocarveUS Corporation
The
investment in AerocarveUS Corporation was valued at $1.0 million as of 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 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 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 $0.6 million as of 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 $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 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 nine months ended September 30, 2022. The investment in Tesspay was valued at approximately
$1.3 million as of 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 $1.5 million. In April 2022, the Company invested
an additional $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 September 30, 2022.
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 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 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 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 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 $0.5 million as of September
30, 2022.
Note
7. Notes Receivable
The
following table presents the Company’s notes receivable at September 30, 2022 ($ in thousands):
| |
Maturity
Date | |
Stated
Interest Rate | | |
Principal
Amount | | |
Interest
Receivable | | |
Fair
Value | |
Shor-term convertible
notes receivable | |
| |
| | | |
| | | |
| | | |
| | |
Convergent
Investment | |
01/29/2023 | |
| 8 | % | |
$ | 2,000 | | |
$ | 267 | | |
$ | 2,267 | |
Nano Innovations Inc
Investment | |
12/26/2022 | |
| 10 | % | |
$ | 750 | | |
$ | 57 | | |
$ | 807 | |
| |
| |
| | | |
| | | |
| | | |
| | |
Short-term notes receivable | |
| |
| | | |
| | | |
| | | |
| | |
Mr. Jeffrey Cooper Investment | |
03/11/2023 | |
| 8 | % | |
$ | 2,780 | | |
$ | 214 | | |
$ | 2,994 | |
Raefan Industries LLC
Investment | |
12/06/2022 | |
| 8 | % | |
$ | 1,950 | | |
$ | 127 | | |
$ | 2,077 | |
Kaya
Now Investment | |
02/01/2023 | |
| 8 | % | |
$ | 500 | | |
$ | - | | |
$ | 500 | |
Total | |
| |
| | | |
| | | |
| | | |
$ | 8,645 | |
| |
| |
| | | |
| | | |
| | | |
| | |
Long-term notes receivable | |
| |
| | | |
| | | |
| | | |
| | |
American
Innovative Robotics Investment | |
04/01/2027 | |
| 8 | % | |
$ | 1,100 | | |
$ | - | | |
$ | 1,100 | |
Convergent
Investment
The
Company recorded an interest income receivable of approximately $0.3 million on the Convergent Convertible Note as of 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 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 $0.1 million on the Raefan Industries Promissory Note as of 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”) 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 of approximately
$20,000 on the Kaya Now Promissory Note as of 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 of approximately
$45,000 on the Robotics Promissory Note as of September 30, 2022.
Note 8. Fair Value of Financial Assets and
Liabilities
Financial instruments, including cash and cash
equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the
short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market
for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use
of observable inputs and minimizes the use of unobservable inputs when measuring fair value.
AIKIDO PHARMA INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The Company uses three levels of inputs that may
be used to measure fair value:
Level 1 - quoted prices in active markets
for identical assets or liabilities
Level 2 - quoted prices for similar
assets and liabilities in active markets or inputs that are observable
Level 3 - inputs that are unobservable
(for example, cash flow modeling inputs based on assumptions)
Observable inputs are based on market data obtained
from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant
management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the
fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that
is significant to the fair value measurement. Such determination requires significant management judgment.
The following table presents the Company’s
assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021 ($ in thousands):
| |
Fair value measured at September 30, 2022 | |
| |
Total at September 30, | | |
Quoted prices in active
markets | | |
Significant other
observable inputs | | |
Significant unobservable
inputs | |
| |
2022 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets | |
| | |
| | |
| | |
| |
Marketable securities: | |
| | |
| | |
| | |
| |
Equities | |
$ | 8,032 | | |
$ | 8,032 | | |
$ | - | | |
$ | - | |
Total marketable securities | |
$ | 8,032 | | |
$ | 8,032 | | |
$ | - | | |
$ | - | |
Short-term investment | |
$ | 33 | | |
$ | - | | |
$ | - | | |
$ | 33 | |
Short-term notes receivable at fair value | |
$ | 8,645 | | |
$ | - | | |
$ | - | | |
$ | 8,645 | |
Long-term notes receivable at fair value | |
$ | 1,100 | | |
$ | - | | |
$ | - | | |
$ | 1,100 | |
| |
Fair value measured at December 31, 2021 | |
| |
Total at December 31, | | |
Quoted prices in active
markets | | |
Significant other
observable inputs | | |
Significant unobservable
inputs | |
| |
2021 | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets | |
| | |
| | |
| | |
| |
Marketable securities: | |
| | |
| | |
| | |
| |
Equities | |
$ | 11,427 | | |
$ | 11,427 | | |
$ | - | | |
$ | - | |
Total marketable securities | |
$ | 11,427 | | |
$ | 11,427 | | |
$ | - | | |
$ | - | |
Short-term investment | |
$ | 2,273 | | |
$ | 1,854 | | |
$ | - | | |
$ | 419 | |
Notes receivable at fair value | |
$ | 6,984 | | |
$ | - | | |
$ | - | | |
$ | 6,984 | |
Convertible note receivable | |
$ | 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 | |
Accrued interest receivable | |
| 522 | |
Reclassify from convertible note receivable to notes receivable at fair value | |
| 2,147 | |
Purchase of notes receivable | |
| 500 | |
Change in fair value of note receivable | |
| (608 | ) |
Conversion of note receivable to marketable securities | |
| (899 | ) |
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 | |
Long-term notes receivable at fair value at September 30, 2022 | |
$ | 1,100 | |
Short-term investment at December 31, 2021 | |
$ | 419 | |
Change in fair value of investment | |
| (386 | ) |
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 September 30, 2022, the fair value of the
Convergent Convertible Note was measured at $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 nine months ended September 30, 2022.
AIKIDO PHARMA INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Mr. Jeffrey Cooper Investment
As of September 30, 2022, the fair value of the
Mr. Jeffrey Cooper Promissory Note was measured at approximately $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 nine months ended September 30, 2022.
Raefan Industries LLC Investment
As of September 30, 2022, the fair value of the
Raefan Industries Promissory Note was measured at approximately $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 nine months ended 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.
As of September 30, 2022, the fair value of the
Slinger Bag Convertible Note was measured at $0.
Nano Innovations Inc Investment
As of 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 nine months ended September 30, 2022.
The Company believes that the fair value of the
warrant of Nano is immaterial.
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 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 nine months ended September 30, 2022.
The Company believes that the fair value of the
warrant of Kaya is immaterial.
American Innovative Robotics Investment
As of September 30, 2022, the fair value of the
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 nine months ended 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 September 30, 2022
and 2021 are as follows:
| |
As of September 30, | |
| |
2022 | | |
2021 | |
Convertible preferred stock | |
| 34 | | |
| 40 | |
Warrants to purchase common stock | |
| 444,796 | | |
| 341,268 | |
Options to purchase common stock | |
| 54,722 | | |
| 28,203 | |
Total | |
| 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.
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 nine months ended September 30, 2022,
the Company recognized approximately $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 one of CBM’s shareholder,
received 387,812 shares of its common stock. The Company cancelled 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 nine months ended September 30, 2022, the Company repurchased
344,982 shares at a cost of approximately $2.2 million or $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 nine months
ended 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 | |
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 nine
months ended September 30, 2022 is presented below:
| |
Number of Shares | | |
Weighted Average
Exercise Price | | |
Total Intrinsic Value | | |
Weighted Average
Remaining Contractual
Life (in years) | |
Outstanding as of December 31, 2021 | |
| 28,203 | | |
$ | 548.35 | | |
$ | - | | |
| 8.2 | |
Employee options granted | |
| 170,587 | | |
| 5.95 | | |
| 184,234 | | |
| 1.7 | |
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 | |
| 25,311 | | |
$ | 372.00 | | |
$ | - | | |
| 7.9 | |
Stock-based compensation associated with the amortization
of stock option expense was approximately $40,000 and $0.2 million for the nine months ended 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 $0.1 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 “22nd
Floor Premises”). The Company plans to use the 22nd 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 14. Subsequent events
Dominari’s Lease of Office Space at Trump
Tower New York
On September 23, 2022, Dominari entered into a
Lease Agreement (“Dominari’s Lease”) with 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 “Premises”). Dominari plans to
use the Premises to run its day-to-day operations. The initial term of Dominari’s Lease is seven (7) years commencing on the date
that possession of the 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 it will take possession of Dominari’s
Lease in 2023.