Dominari Holdings Inc DEFA14A, filed Nov 9, 2021
Dominari Holdings Inc. (DOMH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2021
AIKIDO PHARMA INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-05576 | 52-0849320 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| One Rockefeller Plaza, 11th Floor, New York, NY | 10020 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 745-1374
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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, par value $0.0001 per share | AIKI | The NASDAQ Capital Market |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 3, 2021, the board of directors (the “Board”) of AIkido Pharma Inc., a Delaware corporation (the “Company”) approved an amendment to the Amended and Restated Bylaws of the Company (the "Amendment"). The Amendment, which was adopted and effective as of November 3, 2021, allows the holders of 33 1/3 of the outstanding shares of stock entitled to vote to constitute a quorum at a meeting of stockholders for the transaction of any business. Also effective November 3, 2021, the by-laws will now be referred to as the Amended and Restated Bylaws of AIkido Pharma Inc. to reflect the Company’s name change to AIkido Pharma, Inc. in March 2020. No other changes were made to our by-laws.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The information set forth in Item 5.07 is incorporated herein by reference.
| Exhibit No. | Description | |
|
3.1 |
Amendment to the Amended and Restated Bylaws of the AIkido Pharma, Inc. |
1
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. | ||
| Date: November 9, 2021 | By: | /s/ Anthony Hayes |
| Name: | Anthony Hayes | |
| Chief Executive Officer | ||
2
Exhibit 3.1
AMENDMENT NO. 1
TO THE AMENDED AND RESTAED BYLAWS
OF AIKIDO PHARMA inc.
(a Delaware corporation)
November 3, 2021
The Amended and Restated Bylaws of Spherix Inc., which will now be known as the Amended and Restated Bylaws of AIkido Pharma Inc., a Delaware corporation, are hereby amended as follows:
1. Article I, Section 6, Quorum, shall be deleted in its entirety and replaced by the following which shall be inserted in lieu thereof:
“QUORUM. Except as the General Corporation Law or these Bylaws may otherwise provide, the holders of a 33 1/3 of the outstanding shares of stock entitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.”
2. Except as expressly modified hereby, the Amended and Restated Bylaws and all the provisions contained herein shall remain in full force and effect. The Amended and Restated Bylaws and this Amendment No. 1 shall be read and construed together as a single instrument.
CERTIFICATION
The undersigned hereby certifies that the above and foregoing is a true and correct copy of the Amendment No. 1 to the Amended and Restated Bylaws of AIkido Pharma, Inc., a Delaware corporation, as adopted and approved by the board of directors on November 3, 2021.
| /s/ Anthony Hayes | |
|
Anthony Hayes Chief Executive Officer |