AIKI Alkido Pharma Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of April 3, 2023, George Way, 56, was appointed as the Chief Financial Officer of Dominari Holdings Inc. (the “Company”). In his most recent role, Mr. Way served as Director of Finance and Accounting at Steward Partners from May 2017 to March 2023. He received his Bachelor of Business Administration from Pace University and is a Certified Public Accountant in the State of New York. He has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Way and any other person pursuant to which he was appointed as an officer of the Company.

In accordance with the terms of Mr. Way’s Employment Agreement with the Company, dated as of March 29, 2023 (the “Employment Agreement”), he will serve as the Company’s Chief Financial Officer for an initial term of three (3) years. Mr. Way’s base salary is $350,000 per year, subject to regular annual review, payable in accordance with the standard payroll practices of the Company, and subject to all withholdings and deductions, as required by law. The Employment Agreement also provides for a grant of restricted stock to Mr. Way in an amount equal to 2.0% of the Company’s outstanding common stock on March 29, 2023, on or before April 18, 2023. This restricted stock award has not yet been granted. Upon grant, the award will vest in equal amounts over a period of three (3) years on the anniversary of the grant date, subject to certain rights of acceleration upon a change of control and as otherwise provided in the Employment Agreement. Mr. Way is also entitled to an annual bonus, as determined by the Company’s Compensation Committee, based on certain performance criteria, provided that such annual bonus will not be less than $50,000 for fiscal year 2023. Annual bonuses and all stock-based compensation are subject to certain clawback rights as provided in the Employment Agreement.

 Mr. Way is also entitled to the payment or reimbursement of all reasonable out-of-pocket expenses. Pursuant to the terms of the Employment Agreement, Mr. Way is also provided with all health and other benefits provided by the Company to its senior executive employees.

The Employment Agreement also provides for customary events of termination of employment and provides that in the event of termination as a result of Mr. Way’s death or disability, Mr. Way is entitled to severance consisting of (i) six (6) months of his then current base salary; (ii) payment on a pro-rated basis of an annual bonus for the year of termination (which shall be deemed to equal 50% of his then current base salary); (iii) any unpaid annual bonus earned for the prior year; and (iv) any other payments earned in connection with any bonus plan to which Mr. Way was a participant as of the date of death or disability. In the event of termination of Mr. Way’s employment (i) as a result of the non-renewal of the Employment Agreement by the Company at the end of the then current term, (ii) by Mr. Way, for Good Reason (as such term is defined in the Employment Agreement), or (iii) by the Company, without Cause (as such term is defined in the Employment Agreement), then Mr. Way is entitled to the same severance as provided above. Additionally, if termination is by Mr. Way, for Good Reason, or by the Company, without Cause, or upon a change in control, then all equity grants held by Mr. Way will immediately vest.

The above description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement filed herewith as Exhibit 10.1.