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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): December 8, 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: (703) 992-9325
 
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, $0.0001 par value AIKI The Nasdaq Capital Market

 

 

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

 

                On December 8, 2021, 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 Robert J. Vander Zanden and Tim S. Ledwick to serve as Class I directors of the Company; (iii) ratified the appointment of WithumSmith + Brown PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and (iii) approved, on a non-binding, advisory basis, the Company’s executive compensation.

 

Stockholders of record at the close of business on August 17, 2021 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 2,487 shares of common stock) and ten/nineteenths votes per share of Series D-1 convertible preferred stock (as converted, one vote for each of 439 shares of common stock) held.  On August 17, 2021, there were 89,681,146 shares of common stock issued and outstanding, 4,725 shares of Series D convertible preferred stock issued and outstanding and 834 shares of Series D-1 convertible preferred stock issued and outstanding, of which 44,377,546 were represented at the Annual Meeting, or approximately 50% of the total outstanding, which 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

 

Robert J. Vander Zanden and Tim S. Ledwick were elected to serve as Class I directors of the Company for a term expiring at the 2024 annual meeting of stockholders or until their successors are elected and qualified. The voting results were as follows:

 

Director   Votes For     Votes Withheld     Broker Non-Votes  
Robert J. Vander Zanden     15,228,975       8,362,867       -    
Tim S. Ledwick     15,562,989       8,028,853       -    

 

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, 2021 was ratified. The voting results were as follows: 

 

Votes For     Votes Against     Abstentions     Broker Non-Votes  
  42,466,964       1,196,545       714,037       -    
                             

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  
  12,382,812       10,548,644       660,386       -    
                             

 

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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:

Title:

Anthony Hayes
Chief Executive Officer

Dated: December 9, 2021

 

 

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