Dominari Holdings Inc 8-K, filed Dec 6, 2022
Dominari Holdings Inc. (DOMH)
About this 8-K
Dominari Holdings Inc filed this 8-K on December 6, 2022, reporting on events of December 5, 2022.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 5, 2022, AIkido Pharma Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders (i) approved the adoption of the 2022 Equity Incentive Plan for the employees, directors, and consultants of the Company and (ii) ratified the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Stockholders of record at the close of business on October 10, 2022, the record date for the Special Meeting, were entitled to one vote for each share of common stock, 0.007285 votes per share of Series D convertible preferred stock and 0.007285 votes per share of Series D-1 convertible preferred stock. On October 10, 2022, , there were 5,485,096 shares of common stock issued and outstanding, 3,825 shares of Series D convertible preferred stock issued and outstanding and 834 shares of Series D-1 Convertible preferred stock issued and outstanding. The amount of issued and outstanding shares of common and preferred stock present at the Special Meeting was sufficient to constitute a quorum.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 – Adoption of 2022 Equity Incentive Plan
The adoption of the 2022 Equity Incentive Plan was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,281,570 | 678,219 | 13,667 | 963,650 |
Proposal No. 2 – Ratification of the appointment of independent registered public accounting firm
The appointment of Marcum, LLP 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 | |||
| 2,772,891 | 141,000 | 23,215 | - |
Item 8.01 Other Events.
On December 5, 2022, the board of directors of the Company authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its outstanding stock for an aggregate purchase price not to exceed $2 million dollars. Share repurchases may be executed in open market transactions pursuant to a plan which will be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”) and in accordance with Rule 10b-18 of the Exchange Act. The authorization for the Share Repurchase Program may be terminated by the Company in its discretion at any time.
Additionally, the board of directors of the Company authorized a change in the name of the Company to Dominari Holdings, Inc. which reflects the board’s long-range strategic goal to diversify away from the healthcare sector and into the financial services sector.
Finally, the Company continues to actively recruit new team members and build out operations space for its newly created financial services subsidiary, Dominari Financial, Inc. (“Dominari Financial”). Subject to final approval from the Financial Industry Regulatory Authority (FINRA) under Rule 1017 (change of control) and consummation of the acquisition of 100% of the membership interests of Fieldpoint Private Securities, LLC (“Fieldpoint”), a registered broker-dealer, Dominari will change the name of Fieldpoint to Dominari Securities, LLC (“Dominari Securities”). To date, the Company has deployed approximately $3.2 million of capital in support of the establishment and operations of Dominari Financial and Dominari Securities and expects to continue to make additional contributions as required from time to time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AIKIDO PHARMA INC. | ||
| By: | /s/ Anthony Hayes | |
| Name: | Anthony Hayes | |
| Title: | Chief Executive Officer | |
Dated: December 6, 2022
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