UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2022~~March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-05576

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		52-0849320
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~One Rockefeller Plaza, 11~~725 5^th Avenue, 22^nd Floor, New York, NY ~~10020~~10022

(Address of Principal Executive Offices, including zip code)

(703) 992-9325

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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~~DOMH		The Nasdaq Capital Market LLC

As of ~~August 12, 2022,~~May 8, 2023, there were ~~5,246,852~~4,592,578 shares of the Company’s common stock issued and outstanding.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Form 10-Q

For the Quarter Ended ~~June 30, 2022~~

March 31, 2023

Index

		Page No.

Part I. Financial Information

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of ~~June 30, 2022~~March 31, 2023 (Unaudited) and December 31, ~~2021~~2022	1

	Condensed Consolidated Statements of Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	2

	Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	54

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	65

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1922

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2325

Item 4.	Controls and Procedures	2325

Part II. Other Information

Item 1.	Legal Proceedings	2426

Item 1A.	Risk Factors	2426

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2427

Item 6.3.	~~Exhibits~~Defaults Upon Senior Securities	2427

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

Signatures		2528

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Condensed Consolidated Balance Sheets

($ in thousands except share and per share amounts)

	June 30,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
	(Unaudited)						(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	38,791		$	65,562		$	9,533		$	33,174
Marketable securities		9,779			11,427			24,394			7,130
Prepaid expenses and other assets		196			442
Clearing broker deposits								3,550			-
Prepaid expenses and other current assets								745			564
Prepaid acquisition cost								-			301
Short-term investments at fair value		104			2,273			13			13
Notes receivable at fair value		8,500			6,984
Deposits		4,193			4,201
Notes receivable, at fair value - current portion								6,536			7,474
Investment in Fieldpoint Securities								-			2,000
Total current assets		61,563			90,889			44,771			50,656

Convertible note receivable at fair value		-			2,147
Notes receivable at fair value		1,100			-
Property and equipment, net								353			-
Notes receivable, at fair value - non-current portion								1,850			1,100
Investments		25,478			9,465			23,103			23,103
Right-of-use assets								3,619			919
Security deposit		155			155			458			458
Total assets	$	88,296		$	102,656		$	74,154		$	76,236

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	142		$	381		$	641		$	447
Accrued salaries and benefits		687			680			732			1,260
Accrued Commissions								25			-
Lease liability - current								198			82
Other Current liability								124			-
Total current liabilities		829			1,061			1,720			1,789

Lease liability								3,363			680
Total liabilities		829			1,061			5,083			2,469

Stockholders’ equity
Preferred stock, $.0001 par value, 50,000,000 Authorized
Series D: 5,000,000 shares designated; 3,825 shares issued and outstanding at June 30, 2022 and December 31, 2021; liquidation value of $0.0001 per share		-			-
Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding at June 30, 2022 and December 31, 2021; liquidation value of $0.0001 per share		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,246,852 and 5,275,329 shares issued at June 30, 2022 and December 31, 2021, respectively; 4,953,950 and 5,275,329 shares outstanding at June 30, 2022 and December 31, 2021, respectively		-			-
Preferred stock, $0.0001 par value, 50,000,000 Authorized
Series D: 5,000,000 shares designated; 3,825 shares issued and outstanding at March 31, 2023 and December 31, 2022; liquidation value of $0.0001 per share								-			-
Series D-1: 5,000,000 shares designated; 834 shares issued and outstanding at March 31, 2023 and December 31, 2022; liquidation value of $0.0001 per share								-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,815,597 and 5,485,096 shares issued at March 31, 2023 and December 31, 2022, respectively; 4,755,449 and 5,017,079 shares outstanding at March 31, 2023 and December 31, 2022, respectively								-			-
Additional paid-in capital		261,603			265,633			259,215			262,970
Treasury stock, at cost, 242,902 and 0 shares at June 30, 2022 and December 31, 2021, respectively		(1,750	)		(264	)
Treasury stock, at cost, 60,148 and 468,017 shares at March 31, 2023 and December 31, 2022, respectively								(501	)		(3,322	)
Accumulated deficit		(172,386	)		(163,774	)		(189,643	)		(185,881	)
Total stockholders’ equity		87,467			101,595			69,071			73,767
Total liabilities and stockholders’ equity	$	88,296		$	102,656		$	74,154		$	76,236

See accompanying notes to unaudited condensed consolidated financial statements.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Operations

($ in thousands except share and per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2022			2021			2022			2021			2023			2022
Operating costs and expenses
General and administrative	$	2,262		$	2,343		$	4,049		$	3,555		$	3,833		$	1,787
Research and development		36			325			2,052			397			1			2,016
Research and development - license acquired		-			91			-			1,125
Total operating expenses		2,298			2,759			6,101			5,077			3,834			3,803
Loss from operations		(2,298	)		(2,759	)		(6,101	)		(5,077	)		(3,834	)		(3,803	)

Other income (expenses)
Other (expenses) income
Other income		-			-			64			135			-			64
Interest income		220			40			399			67			137			179
(Loss) gain on marketable securities		(2,239	)		1,798			(2,736	)		459
Change in fair value of investment		(760	)		(431	)		(238	)		(898	)
Total other income (expenses)		(2,779	)		1,407			(2,511	)		(237	)
Loss on marketable securities														(65	)		(497	)
Change in fair value of investments														-			522
Total other (expenses) income														72			268
Net loss	$	(5,077	)	$	(1,352	)	$	(8,612	)	$	(5,314	)	$	(3,762	)	$	(3,535	)
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock		(1,100	)		-			(4,109	)		-			-			(3,009	)
Net Loss Attributable to Common Shareholders	$	(6,177	)	$	(1,352	)	$	(12,721	)	$	(5,314	)	$	(3,762	)	$	(6,544	)

Net loss per share, basic and diluted
Basic and Diluted	$	(1.18	)	$	(0.26	)	$	(2.42	)	$	(1.20	)	$	(0.71	)	$	(1.25	)

Weighted average number of shares outstanding, basic and diluted
Basic and Diluted		5,251,023			5,270,293			5,251,766			4,412,889			5,305,513			5,252,517

See accompanying notes to unaudited condensed consolidated financial statements.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity

($ in thousands except share and per share amounts)

(Unaudited)

For the Three Months Ended ~~June 30, 2022~~March 31, 2023

Redeemable Convertible
Preferred Stock Additional Total
Series O Series P Common Stock Preferred Stock Paid-in Treasury Stock Accumulated Stockholders’
Shares Amount Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Equity
Balance at March 31, 2022 11,000 $ 11,000 11,000 $ 11,000 5,252,517 $ - 4,659 $ - $ 262,624 - $ (264 ) $ (167,309 ) $ 95,051
Redemption of Series O Redeemable Convertible Preferred Stock (11,000 ) (11,000 ) - - - - - - - - - - -
Redemption of Series P Redeemable Convertible Preferred Stock - - (11,000 ) (11,000 ) - - - - - - - - -
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock - - - - - - - - (1,100 ) - - - (1,100 )
Repurchase of treasury stock - - - - - - - - - 242,902 (1,486 ) (1,486 )
Stock-based compensation - - - - - - - - 105 - - - 105
Fractional shares adjusted for reverse split - - - - (5,665 ) - - - (26 ) - - - (26 )
Net loss - - - - - - - - - - - (5,077 ) (5,077 )
Balance at June 30, 2022 - $ - - $ - 5,246,852 $ - 4,659 $ - $ 261,603 242,902 $ (1,750 ) $ (172,386 ) $ 87,467

	Preferred Stock				Common Stock					Additional Paid-in			Treasury Stock						Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount		Capital			Shares			Amount			Deficit			Equity
Balance at December 31, 2022		4,659	$	-		5,485,096		$	-	$	262,970			468,017		$	(3,322	)	$	(185,881	)	$	73,767
Stock-based compensation		-		-		-			-		5			-			-			-			5
Cancellation of common stock		-		-		(25,000	)		-		-			-			-			-			-
Purchase of treasury stock		-		-		-			-		-			236,630			(939	)		-			(939	)
Retirement of treasury stock		-		-		(644,499	)		-		(3,760	)		(644,499	)		3,760			-			-
Net loss		-		-		-			-		-			-			-			(3,762	)		(3,762	)
Balance at March 31, 2023		4,659	$	-		4,815,597		$	-	$	259,215			60,148		$	(501	)	$	(189,643	)	$	69,071

For the Three Months Ended ~~June 30, 2021~~

Common Stock Preferred Stock Additional
Paid-in Treasury Stock Accumulated Total Stockholders’
Shares Amount Shares Amount Capital Shares Amount Deficit Equity
Balance at March 31, 2021 5,266,500 $ - 5,559 $ - $ 265,201 - $ (264 ) $ (160,565 ) $ 104,372
Stock-based compensation - - - - 63 - - - 63
Net loss - - - - - - - (1,352 ) (1,352 )
Balance at June 30, 2021 5,266,500 $ - 5,559 $ - $ 265,264 - $ (264 ) $ (161,917 ) $ 103,083

~~See accompanying notes to condensed consolidated financial statements.~~

~~For the Six Months Ended June 30,~~March 31, 2022

Redeemable Convertible
Preferred Stock Additional Total
Series O Series P Common Stock Preferred Stock Paid-in Treasury Stock Accumulated Stockholders’
Shares Amount Shares Amount Shares Amount Shares Amount Capital Shares Amount Deficit Equity
Balance at December 31, 2021 - - - - 5,275,329 $ - 4,659 $ - $ 265,633 - $ (264 ) $ (163,774 ) $ 101,595
Issuance of Series O redeemable convertible preferred stock for cash 11,000 11,000 - - - - - - - - -
Issuance of Series P redeemable convertible preferred stock for cash 11,000 11,000 - - - - - - - - -
Cost on issuance of Series O and Series P Redeemable Convertible Preferred Stock - (1,504 ) - (1,505 ) - - - - - - - - -
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock - 1,504 - 1,505 - - - - (4,109 ) - - - (4,109 )
Redemption of Series O Redeemable Convertible Preferred Stock (11,000 ) (11,000 ) - - - - - - - - - - -
Redemption of  Series P Redeemable Convertible Preferred Stock - - (11,000 ) (11,000 ) - - - - - - - - -
Repurchase of treasury stock - - - - - - - - - 242,902 (1,486 ) - (1,486 )
Stock-based compensation - - - - - - - - 105 - - - 105
Cancellation of common stock related to investment in CBM - - - - (22,812 ) - - - - - - - -
Fractional shares adjusted for reverse split - - - - (5,665 ) - - - (26 ) - - - (26 )
Net loss - - - - -       - -       - - - - (8,612 ) (8,612 )
Balance at June 30, 2022 - $ - - $ - 5,246,852 $ - 4,659 $   - $ 261,603 242,902 $ (1,750 ) $ (172,386 ) $ 87,467

~~For the Six Months Ended June 30, 2021~~

Common Stock Preferred Stock Additional
Paid-in Treasury Stock Accumulated Total
Stockholders’
Shares Amount Shares Amount Capital Shares Amount Deficit Equity
Balance at December 31, 2020 2,054,096 $ - 5,559 $ - $ 186,485 - $ (264 ) $ (156,603 ) $ 29,618
Issuance of common stock and warrants (net of offering costs of $8,260) 3,170,935 - - - 77,989 - - - 77,989
Exercise of warrants 4,705 - - - 84 - - - 84
Issuance of common stock for research and development license acquired 36,764 - - - 531 - - - 531
Stock-based compensation - - - - 175 - - - 175
Net loss - - - - - - - (5,314 ) (5,314 )
Balance at June 30, 2021 5,266,500 $ - 5,559 $ - $ 265,264 - $ (264 ) $ (161,917 ) $ 103,083

	Redeemable Convertible Preferred Stock																			Additional											Total
	Series O					Series P					Preferred Stock				Common Stock					Paid-in			Treasury Stock					Accumulated			Stockholders’
	Shares		Amount			Shares		Amount			Shares		Amount		Shares			Amount		Capital			Shares		Amount			Deficit			Equity
Balance at December 31, 2021		-	$	-			-	$	-			4,659	$	-		5,275,329		$	-	$	265,633			0	$	(264	)	$	(163,774	)	$	101,595
Issuance of Series O redeemable convertible preferred stock for cash		11,000		11,000								-		-		-					-			-		-			-			-
Issuance of Series P redeemable convertible preferred stock for cash							11,000		11,000			-		-		-					-			-		-			-			-
Cost on issuance of Series O and Series P Redeemable Convertible Preferred Stock		-		(1,504	)		-		(1,505	)		-		-		-					-			-		-			-			-
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock		-		1,504			-		1,505			-				-			-		(3,009	)		-		-			-			(3,009	)
Cancellation of common stock related to investment in CBM		-		-			-		-			-		-		(22,812	)		-		-			-		-			-			-
Net loss		-		-			-		-			-		-		-			-		-			-		-			(3,535	)		(3,535	)
Balance at March 31, 2022		11,000	$	11,000			11,000	$	11,000			4,659	$	-		5,252,517		$	-	$	262,624			0	$	(264	)	$	(167,310	)	$	95,051

See accompanying notes to unaudited condensed consolidated financial statements.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)

	Six Months Ended June 30,						Three Months Ended March 31,
	2022			2021			2023			2022
Cash flows from operating activities
Net loss	$	(8,612	)	$	(5,314	)	$	(3,762	)	$	(3,535	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use assets								92			-
Depreciation								7			-
Change in fair value of short-term investment		1,646			898			-			886
Change in fair value of long-term investment		(1,408	)		-			-			(1,408	)
Research and development-acquired license, expensed		-			1,125
Stock-based compensation		105			175			5			-
Realized loss (gain) on marketable securities		568			(1,084	)
Realized loss on marketable securities								56			224
Unrealized loss on marketable securities		2,299			1,395			130			333
Realized gain on sale of digital currencies		-			-			-			(64	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		153			39			(221	)		66
Prepaid acquisition cost								301			-
Accounts payable and accrued expenses		(239	)		(248	)		(19	)		(172	)
Accrued salaries and benefits		7			423			(528	)		6
Interest receivable on convertible note		(399	)		(67	)
Deposits		8			-
Lease liabilities								7			-
Other current liabilities								3			-
Notes receivable, at fair value – net interest accrued								(62	)		(179	)
Deposit								-			7
Net cash used in operating activities		(5,872	)		(2,658	)		(3,991	)		(3,836	)

Cash flows from investing activities
Purchase of marketable securities		(27,460	)		(86,497	)		(17,519	)		(27,096	)
Sale of marketable securities		28,272			23,155			68			24,662
Proceeds from sale of digital currencies		93			-			-			93
Proceeds from promissory note receivable interest received		22			-
Funds to deposit accounts, net		-			(4,476	)
Purchase of fixed assets								(361	)		-
Acquisition of FPS, net of cash acquired and receivable owed from FPS								(1,149	)		-
Collection of principal on note receivable								250			-
Purchase of short-term and long-term investments		(14,605	)		-			-			(7,737	)
Purchase of research and development licenses		-			(594	)
Purchase of short-term and long-term promissory notes		(1,600	)		-
Purchase of convertible note		-			(2,000	)
Net cash used in investing activities		(15,278	)		(70,412	)		(18,711	)		(10,078	)

Cash flows from financing activities
Proceeds from issuance of common stock and warrants, net of offering cost		-			77,989
Proceeds from issuance of Series O and Series P Redeemable Convertible Preferred Stock, net of discount and offering cost		17,891			-			-			18,991
Proceeds from exercise of warrants		-			84
Payment for fractional shares		(26	)		-
Redemption of Series O and Series P Redeemable Convertible Preferred Stock		(22,000	)		-
Purchase of treasury stock		(1,486	)		-			(939	)		-
Net cash (used in) provided by financing activities		(5,621	)		78,073			(939	)		18,991

Net (decrease) increase in cash and cash equivalents and restricted cash		(26,771	)		5,003			(23,641	)		5,077
Cash and cash equivalents, beginning of period		65,562			2,715			33,174			65,562

Cash and cash equivalents, end of period	$	38,791		$	7,718		$	9,533		$	70,639

Non-cash investing and financing activities
Transfer from short-term investment to marketable securities	$	1,482		$	-		$	-		$	1,482
Reclassify from convertible note receivable to notes receivable at fair value	$	2,147		$	-		$	-		$	2,147
Promissory convertible note receivable conversion into common shares	$	1,508		$	-

On March 27, 2023, the Company acquired all assets and liabilities of FPS as disclosed in Note 4:
Net assets acquired, net of cash acquired and receivable owed from FPS							$	3,149
Less - Deposit previously transferred in October 2022 to FPS							$	(2,000	)
Net cash paid							$	1,149

See accompanying notes to unaudited condensed consolidated financial statements.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Description of Business and Recent Developments

Organization and Description of Business

~~AIkido Pharma~~Dominari Holdings Inc. (the “Company”), formerly ~~known~~AIkido Pharma, Inc., was founded in 1967 as Spherix ~~Incorporated, was initially formed in 1967.~~Incorporated. Since 2017, the Company has operated as a biotechnology company with a diverse portfolio of small-molecule anticancer and antiviral therapeutics and their related patent technology. In an effort to enhance shareholder value, in ~~development. The~~June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari”), with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services industries. Through Dominari, the Company acquired Dominari Securities LLC (Dominari Securities), an introducing broker-dealer, registered with the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities provides investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.

Additionally, AIkido Labs, LLC (“Aikido Labs”), another wholly owned subsidiary of the Company, has historically explored opportunities in high growth industries. To date, Aikido Labs has made equity investments 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. Finally, the Company is in the process of winding down its historical pipeline ~~consists~~of biotechnology assets consisting of patented ~~technology~~technologies from leading universities and ~~researchers. The Company’s innovative therapeutic drug pipeline is currently being advanced through strong collaborations with renowned educational institutions,~~researchers, including ~~the University of Texas at Austin, the University of Maryland, Baltimore and Wake Forest University. The Company’s oncology therapeutics include~~ prospective treatments for pancreatic cancer, acute myeloid leukemia, ~~(AML)~~ and acute lymphoblastic leukemia (ALL). 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.

As a result of the Company’s biotechnology research and development and associated investments and acquisitions, its business portfolio now focuses on the treatment of three different cancers and multiple types of viral infections. The Company’s pancreatic drug candidate, DHA-dFdC, developed at and licensed from the University of Texas at Austin, is a new compound that it hopes will become the next generation of chemotherapy treatment for advanced pancreatic cancer. DHA-dFdC overcomes tumor cell resistance to current chemotherapeutic drugs and is well tolerated in preclinical toxicity tests. Preclinical studies have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth (up to 100,000-fold more potent that gemcitabine, a current standard therapy), accumulates preferentially in pancreatic tissue and has demonstrated activities against other cancers, including leukemia, lung and melanoma. The Company’s AML and ALL compound, developed at the Wake Forest University, is a targeted therapeutic designed to overcome multiple resistance mechanisms observed with the current standard of care.

The Company’s broad-spectrum antiviral platform was developed at the University of Maryland Baltimore (“UMB”), which granted the Company an exclusive worldwide Master License Agreement (MLA”) to technology covered by three separate patent applications. The licensed technology comprises broadly acting pan-viral inhibitory compounds targeting multiple viral pathogens. The technology was invented by UMB scientists Drs. Matthew Frieman, Alexander MacKerell and Stuart Watson. The Company has also executed a Sponsored Research Agreement with UMB to support the development of the technology under the direction of these inventors at UMB.leukemia.

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 “Certificate of Amendment”).~~2022. The Reverse Stock Split was effective on June 7, ~~2022 (the “Effective Date”).~~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~~these unaudited 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.~~$0.03 million.

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 ~~debt and~~ 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 condensed consolidated financial statements.

~~AIKIDO PHARMA~~

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 3. Summary of Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the 2022 Annual Report other than those discussed below.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), and in conformity with the rules and regulations of the SEC. In the opinion of management, these financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The condensed balance sheet at December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the membership interest or outstanding voting stock. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its ~~wholly-owned subsidiary, AIkido~~wholly owned subsidiaries, Aikido Labs, ~~LLC.~~Dominari, and Dominari Securities. 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”)Results 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 June 30, 2022, condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021, condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the six months ended June 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 six months ended June 30, 2022~~ are not necessarily indicative of results to be expected for ~~the~~a full 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 unaudited condensed consolidated financial statements have been prepared in conformity with USU.S. 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 unaudited condensed 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~~notes receivable 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~~Deposits with clearing broker

Deposits with clearing broker consisted of approximately $3.4 million held in money market funds and liquid insured deposits and a $0.1 million good faith deposit maintained by the Company with its clearing broker. These amounts are recorded as deposits with clearing broker within the unaudited condensed consolidated balance sheet as of March 31, 2023.

~~There have been no material changes~~

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Leases

The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the unaudited 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 ~~Company’s significant accounting policies to those previously disclosed in~~lease or the Company’s ~~annual report~~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 ~~Form 10-K, which was filed with~~ the ~~SEC~~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 ~~March 28, 2022.~~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 10 - Leases).

~~Treasury Stock~~Recently adopted accounting standards

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This update amends Topic 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities in accordance with ASC 606. The Company adopted ASU 2021-08 on January 1, 2023. There was no material impact to the Company’s unaudited condensed consolidated financial statements from the implementation of ASU 2021-08.

Effect of new accounting pronouncements not yet adopted

~~Treasury stock~~In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify that a contractual restriction on the sale of an equity security is ~~recorded at cost~~not considered part of the unit of account of the equity security and, therefore, is ~~presented~~not considered in measuring the fair value of the equity security. ASU 2022-03 also clarifies that an entity cannot recognize and measure a contractual sale restriction as a ~~reduction~~separate unit of ~~stockholders’ equity.~~

account. The amendments in ASU 2022-03 may be early adopted and are effective on a prospective basis for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of the amendments on the Company’s consolidated financial statements and whether it will early adopt the amendments in ASU 2022-03~~Recent accounting pronouncements~~.

~~Management does not believe that any~~In March 2023, the FASB issued ASU 2023-01, Leases, to require entities to classify and account for leases with related parties on the basis of legally enforceable terms and conditions of the arrangement. The amendments are effective in periods beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements and whether it will early adopt the amendments in ASU 2023-01.

Effect of new accounting pronouncements to be adopted in future periods

The Company reviewed all other recently issued ~~but not yet effective~~ accounting pronouncements ~~if currently adopted, would~~and concluded that they were either not applicable or not expected to have ~~an effect~~a significant impact on the ~~Company’s~~unaudited condensed consolidated financial statements.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 4. FPS Acquisition

On September 9, 2022, Dominari entered into a membership interest purchase agreement, as amended and restated on March 27, 2023 (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”), that is a broker-dealer registered with FINRA and an investment adviser registered with the SEC (the “FPS Acquisition”). Pursuant to the terms of the FPS Purchase Agreement, Dominari purchased from the Seller 100% of the membership interests in FPS (the “Membership Interests”). FPS’s registered broker-dealer and investment adviser businesses was renamed and will operate as Dominari Securities, a wholly owned subsidiary of Dominari. 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 $2.0 million in consideration for a transfer by the Seller to Dominari of 20% of the FPS 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”). The Rule 1017 Application was approved by FINRA on March 20, 2023. The second closing (the “Second Closing”) occurred on March 27, 2023. Dominari paid to the Seller an additional approximate $1.6 million consideration for a transfer by the Seller to Dominari of the remaining 80% of the Membership Interests.

Consideration Transferred

The FPS Acquisition was accounted for a business combination under ASC 805.

Under the terms of the FPS Purchase Agreement and subsequent Amendments and Side Letters, 100% of the membership interest was acquired for cash consideration of approximately $3.4 million, which reflected the fair value of net assets acquired, plus a $1 purchase price. At March 31, 2023, Dominari had not finalized the purchase accounting related to the fair value of assets acquired in the FPS Acquisition. Pursuant to the Initial Closing and Second Closing, Dominari had wired a total of approximately $3.6 million in cash to the Seller. The purchase price allocation identified net assets of approximately $3.4 million, resulting in a receivable due from the Seller for approximately $0.2 million. The receivable is not included within the consideration transferred as part of the FPS Acquisition but is included within prepaid expenses and other assets within the unaudited condensed consolidated balance sheet as of March 31, 2023.

Under the acquisition method of accounting, the assets acquired, and liabilities assumed of FPS were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred approximately $0.3 million of transaction costs associated with the FPS Acquisition. The transaction costs are included in general and administrative expenses in the unaudited condensed consolidated statement of operations.

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Fair Value of Net Assets Acquired

The Company is in the process of finalizing the purchase price allocation as of March 31, 2023. The following table summarizes the fair values of the assets acquired and liabilities assumed of FPS at the date of acquisition:

	March 27,
	2023
	(Unaudited)
ASSETS
Cash and cash equivalents	$	92
Deposits with Clearing Broker-Dealer		3,550
Other receivables		53
Prepaid and other current assets		89
Total assets acquired		3,784

Liabilities
Accrued expenses	$	273
Accrued commissions		25
Wealth management liabilities		62
Total liabilities assumed		360

Total net assets of FPS Acquisition		3,424

Dominari Securities reported a net loss of approximately $0.7 million for the period ended March 31, 2023. Revenue for the period ended March 31, 2023, was not material. The net loss was a result of professional service costs incurred of approximately $0.6 million, which included transaction costs of approximately $0.3 million. The approximate $0.6 million of professional service costs is included in the general and administrative expenses in the unaudited condensed consolidated statement of operations.

Proforma disclosures were omitted for this acquisition as it does not have a significant impact on the Company’s financial results.

Note 4.5. Investments in Marketable Securities

The realized gain or loss, unrealized gain or loss, and dividend income related to marketable securities for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ which are recorded as a component of gains and (losses) on marketable securities on the unaudited condensed consolidated statements of operations, are as follows ($ in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended March 31,
	2022			2021		2022			2021			2023			2022
Realized (loss) gain	$	(344	)	$	661	$	(568	)	$	1,084		$	(56	)	$	(224	)
Unrealized (loss) gain		(1,967	)		653		(2,299	)		(1,395	)
Unrealized loss													(130	)		(333	)
Dividend income		72			484		131			770			119			60
	$	(2,239	)	$	1,798	$	(2,736	)	$	459
Total												$	(65	)	$	(497	)

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 5.6. Short-term investments

The following table presents the Company’s short-term investments ~~at June 30, 2022~~as of March 31, 2023, and December 31, ~~2021~~2022 ($ in thousands):

	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Investment in Hoth Therapeutics, Inc.		15		770
Investment in DatChat, Inc.		-		1,084
Investment in Vicinity Motor Corp.		89		419		13		13
Total		104		2,273		13		13

~~The~~There was no change in the fair value of the short-term investments for the ~~six~~three months ended ~~June 30, 2022 is summarized as follows: ($ in thousands):~~March 31, 2023.

Beginning balance $ 2,273
Transfer to marketable securities (1,481 )
Change in fair value of investment (1,646 )
Realized gain recognized through sale of marketable securities 958
Ending balance $ 104

~~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 marketable securities account and were sold for net proceeds of approximately $0.9 million.~~

~~The following summarizes the Company investment in Hoth as of June 30, 2022 and December 31, 2021:~~

Security Name Shares
Owned as of
June 30,
2022 Fair value
per Share
as of
June 30,
2022 Fair value
as of
June 30,
2022
(in thousands)
HOTH 35,714 $ 0.42 $ 15

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 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 $89,000 and $0.4 million in the consolidated balance sheet as of June 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 six months ended June 30, 2022, the Company recorded approximately $0.3 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:

June 30,
2022 December 31,
2021
Option term (in years) 2.3 2.8
Volatility 97.47 % 95.52 %
Risk-free interest rate 3.08 % 0.97 %
Expected dividends 0.00 % 0.00 %
Stock price $ 1.37 $ 3.50

	March 31, 2023			December 31, 2022
Option term (in years)		1.6			1.8
Volatility		76.90	%		76.90	%
Risk-free interest rate		4.47	%		4.47	%
Expected dividends		0.00	%		0.00	%
Stock price	$	0.96		$	0.96

Note 6.7. Long-Term Investments

~~Effective January 1, 2018,~~The following table presents the ~~Company adopted Accounting Standards Update (“ASU”) 2016-01~~Company’s other investments as of March 31, 2023, and ~~related ASU 2018-03 concerning recognition and measurement~~December 31, 2022 ($ in thousands):

	March 31, 2023		December 31, 2022
Investment in Kerna Health Inc	$	4,940	$	4,940
Investment in Kaya Now		-		-
Investment in Tevva Motors		2,794		2,794
Investment in ASP Isotopes		-		-
Investment in AerocarveUS Corporation		1,000		1,000
Investment in Qxpress		1,000		1,000
Investment in Masterclass		170		170
Investment in Kraken		597		597
Investment in Epic Games		3,500		3,500
Investment in Tesspay		2,500		2,500
Investment in SpaceX		3,674		3,674
Investment in Databricks		1,200		1,200
Investment in Discord		476		476
Investment in Thrasio		300		300
Investment in Automation Anywhere		476		476
Investment in Anduril		476		476
Total	$	23,103	$	23,103

There was no change in the value 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~~long-term investments for ~~investments in equity securities without readily determinable fair values.~~the three months ended March 31, 2023.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 June 30, 2022 and December 31, 2021 ($ in thousands):~~

June 30,
2022 December 31,
2021
Investment in Kerna Health Inc $ 4,940 $ 3,800
Investment in Kaya Holding Corp 2,340 1,665
Investment in Tevva Motors 3,364 2,000
Investment in ASP Isotopes 1,000 1,000
Investment in AerocarveUS Corporation 1,000 1,000
Investment in Qxpress 1,000 -
Investment in Masterclass 170 -
Investment in Kraken 486 -
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 $ 25,478 $ 9,465

~~The change in the value of the long-term investments for the six months ended June 30, 2022 is summarized as follows: ($ in thousands):~~

Beginning balance $ 9,465
Purchase of investments 14,605
Change in fair value of long-term investments 1,408
Ending balance $ 25,478

Investment in Kerna Health Inc

On September 15, 2021, the Company entered into a securities purchase agreement (the “Kerna Securities Purchase Agreement”) with Kerna Health Inc., (“Kerna”). Under the Kerna Securities Purchase Agreement, the Company agreed to purchase 1,333,334 shares of common stock of Kerna for $1.0 million. Kerna, a private company, raised capital during the fourth quarter of 2021, increasing its share price value to $2.85 per share. Therefore, the Company recorded a $2.8 million unrealized gain on this investment during the fourth quarter of 2021. The investment in Kerna was valued at $3.8 million as of December 31, 2021. 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 ~~June 30, 2022.~~March 31, 2023.

Investment in Kaya Holding ~~Corp~~Corp. (a.k.a Kaya Now Inc.)

On September 29, 2021, the Company entered into a securities purchase agreement (the “Kaya Securities Purchase Agreement”) with Kaya Holding Corp., (“Kaya”). Under the Kaya Securities Purchase Agreement, the Company agreed to purchase 8,325,000 shares of common stock of Kaya for approximately $0.7 million. Kaya, a private company, raised capital during the fourth quarter of 2021, increasing its share price value to $0.20 per share. Therefore, the Company recorded approximately $1.0 million in unrealized gain on this investment during the fourth quarter of 2021. The investment in Kaya was valued at approximately $1.7 million as of December 31, 2021. 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. ~~The~~

On July 21, 2022, in consideration for extending the maturity date of the Kaya Now Promissory Note (See Note 8 – 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.

During the fourth quarter of 2022, the Company identified indicators of impairment for the Kaya investment as a result of adverse changes in Kaya’s business operations, including liquidity concerns. As a result, the Company recorded ~~approximate $34,000~~an impairment charge of approximately $3.1 million in the fourth quarter of 2022. The impairment charge represents an unrealized ~~gain on this investment during~~impairment loss of approximately $2.5 million in stock, $0.5 million related to the ~~six months ended June 30, 2022.~~promissory note (see Note 8 – Notes Receivable), and $50,000 in Kaya warrants (see Note 9 – Fair Value of Financial Assets and Liabilities). The investment in Kaya was valued at ~~approximately $2.3 million~~$0 as of ~~June 30, 2022.~~March 31, 2023.

Investment in Tevva Motors Ltd.

On September 22, 2021, the Company entered into a securities purchase agreement (the “Tevva Motors Subscription Agreement”) with Big Sky Opportunities Fund, LLC, who handled the offering for Tevva Motors. Under the Tevva Motors Subscription Agreement, the Company agreed to purchase 29,004 interests of Tevva Motors for approximately $1.0 million. Subsequently, on September 30, 2021, the Company entered into a second securities purchase agreement with Big Sky Opportunities Fund, LLC to purchase an additional 29,004 interests of Tevva Motors for approximately $1.0 million. The investment in Tevva was valued at approximately $2.0 million as of December 31, 2021. Tevva Motors (“Tevva”), a private company, raised capital during the first quarter of 2022, increasing its share price value to $58.0 per share. Subsequent to the first quarter raise, Tevva had an additional fund raise in the second quarter at a lower valuation of $48.16 per share. Therefore, the Company recorded a first quarter of 2022 unrealized gain of approximately $1.4 million offset by a second quarter of 2022 unrealized ~~gain on this investment during the six months ended June 30, 2022.~~loss of approximately $0.6 million. The investment in Tevva was valued at approximately ~~$3.4~~$2.8 million as of ~~June 30, 2022.~~

~~Investment in ASP Isotopes~~

~~The investment in ASP Isotopes Inc. was valued at $1.0 million~~ as of ~~June 30, 2022.~~March 31, 2023.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Investment in ASP Isotopes Inc.

On November 18, 2021, the Company entered into a securities purchase agreement (the “ASP Securities Purchase Agreement”) with ASP Isotopes Inc., (“ASP Isotopes”). Under the ASP Securities Purchase Agreement, the Company agreed to purchase 500,000 shares of common stock of ASP Isotopes for $1.0 million. The investment in ASP Isotopes was valued at approximately $1.0 million as of December 31, 2021. In August 2022, the Company purchased additional 100,000 shares of common stock of ASP Isotopes Inc. (“ASP”) for $0.3 million. In November 2022, the Company transferred all 600,000 shares of ASP Isotopes common stock, approximately $1.4 million, inclusive of a $0.1 million unrealized gain, to the marketable securities account.

Investment in AerocarveUS Corporation

On November 22, 2021, the Company entered into a securities purchase agreement (the “AerocarveUS Securities Purchase Agreement”) with AerocarveUS Corporation, (“AerocarveUS”). Under the AerocarveUS Securities Purchase Agreement, the Company agreed to purchase 250,000 shares of common stock of AerocarveUS for $1.0 million. The investment in AerocarveUS was valued at approximately $1.0 million as of December 31, 2021. The investment in AerocarveUS Corporation was valued at $1.0 million as of ~~June 30, 2022.~~March 31, 2023.

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 ~~June 30, 2022.~~March 31, 2023.

Investment in Masterclass (a.k.a. Yanka Industries Inc.)

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. Although there was also a private fund raise in the second quarter, the per share amount approximated the fair value of the Company’s investment in Masterclass, resulting in no unrealized gain or loss. The investment in Masterclass was valued at approximately $0.2 million as of ~~June 30, 2022.~~March 31, 2023.

Investment in Kraken (a.k.a. Payward, Inc.)

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 ~~$0.5~~$0.6 million as of ~~June 30, 2022.~~March 31, 2023.

Investment in Epic Games, Inc.

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 ~~$2M~~$2 million for the purchase of additional shares of common stock of Epic Games. Although there was also a fund raise in April, the per share amount approximated the fair value of the Company’s investment in Epic Games, resulting in no unrealized gain or loss. The investment in Epic Games was valued at $3.5 million as of ~~June 30, 2022.~~March 31, 2023.

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Investment in Tesspay Inc.

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 ~~six months ended June 30,~~first quarter of 2022. Subsequent to the first quarter of 2022 raise, Tesspay had an additional fund raise in the fourth quarter of 2022 at $0.50 per share, resulting in an additional unrealized gain of approximately $1.3 million. The investment in Tesspay was valued at approximately ~~$1.3~~$2.5 million as of ~~June 30, 2022.~~March 31, 2023.

Investment in SpaceX (a.k.a. Space Exploration Technologies Corp.)

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 ~~$1.5M.~~$1.5 million. In April 2022, the Company invested an additional ~~$2M~~$2.0 million for the purchase of additional shares of common stock of SpaceX. The Company identified a private fund raise on January 3, 2023. Given the proximity to the December 31, 2022 valuation date, the value of the fund raise was used as a proxy for the fair valuation of the Company’s investment in SpaceX as of December 31, 2022. The per share price of SpaceX’s recent fund raise resulted in an unrealized gain of approximately $0.6 million. The investment in SpaceX was valued at ~~$3.5~~approximately $3.7 million as of ~~June 30, 2022.~~March 31, 2023.

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Investment in Databricks, Inc.

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 ~~June 30, 2022.~~March 31, 2023.

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 ~~June 30, 2022.~~March 31, 2023.

Investment in Thrasio ~~LLC~~Holdings, Inc.

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 ~~June 30, 2022.~~March 31, 2023.

DOMINARI HOLDINGS 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 ~~June 30, 2022.~~March 31, 2023.

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 ~~June 30, 2022.~~March 31, 2023.

Note 7.8. Notes Receivable

The following table presents the Company’s notes receivable ~~at June 30, 2022~~as of March 31, 2023 ($ 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 $ 227 $ 2,227
Nano Innovations Inc Investment 12/26/2022 10 % $ 750 $ 38 $ 787

Short-term notes receivable
Mr. Jeffrey Cooper Investment 03/11/2023 8 % $ 2,780 $ 158 $ 2,038
Raefan Industries LLC Investment 12/06/2022 8 % $ 1,950 $ 88 $ 2,938
Kaya Now Investment 2/1/2023 8 % $ 500 $ 10 $ 510
Total $ 8,500

Long-term notes receivable
American Innovative Robotics Investment 04/01/2027 8 % $ 1,100 $ - $ 1,100

	Maturity Date		Stated Interest Rate		Principal Amount		Interest Receivable		Fair Value
Notes receivable, at fair value
Convergent convertible note, current portion		01/29/2023		8%	$	1,000	$	277	$	1,277
Convergent convertible note, non-current portion		01/29/2023		8%	$	750	$	-	$	750
Raefan Industries LLC Investment		6/30/2023		8%	$	4,730	$	529	$	5,259
American Innovative Robotics Investment		04/01/2027		8%	$	1,100	$	-	$	1,100

Notes receivable, at fair value - current portion									$	6,536

Notes receivable, at fair value - non-current portion									$	1,850

Convergent Therapeutics, Inc. Investment

The Company’s 8% convertible promissory note (“Convergent Convertible Note”) issued by Convergent Therapeutics, Inc. (“Convergent”) in the principal amount of approximately $1.8 million pursuant to a Note Purchase Agreement matured on January 29, 2023. Upon maturity, Convergent entered into a contractual repayment schedule with the Company. Pursuant to the schedule, Convergent will make a total of eight payments in the amount of $250 thousand and accrued interest, every three months until fully satisfied.

The principal balance of the Convergent Convertible Note is approximately $1.8 million as of March 31, 2023. The Company recorded principal repayment of $0.25 million and interest income of approximately $0.04 million on the Convergent Convertible Note as of March 31, 2023.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~Convergent~~Raefan Industries LLC Investment

The Company recorded an interest income receivable of approximately ~~$0.2~~$0.5 million ~~on the Convergent Convertible Note as of June 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 June 30, 2022.

~~Raefan Industries LLC Investment~~

~~The Company recorded an interest income receivable of approximately $88,000~~ on the Raefan Industries Promissory Note as of ~~June 30, 2022.~~March 31, 2023

~~Slinger Bag Inc~~American Innovative Robotics, LLC Investment

The Company recorded an interest income ~~receivable~~ of approximately ~~$63,000~~$22,000 on the ~~Slinger Bag Convertible~~Robotics Promissory Note asfor the three months ended March 31, 2023.

Kaya Now Inc. Investment

During the fourth quarter of ~~June 17, 2022. On June 17,~~ 2022, the Company ~~received 558,659 shares~~identified indicators of ~~common stock of Connexa Sports Technologies Inc (also known as Slinger Bag)~~impairment for the Kaya investment 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.~~

~~Kaya Now Investment~~

~~On April 5, 2022,~~adverse changes in Kaya’s business operations, including liquidity concerns. As a result, the Company ~~purchased~~recorded an ~~8% promissory note (“Kaya Now Promissory Note”) issued by Kaya Now Inc (“Kaya Now”) in the principal amount~~impairment charge of $0.5 million ~~pursuant to a Note Purchase Agreement with Kaya Now.~~in the fourth quarter of 2022. 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 maturityimpairment charge represents an impairment loss of the ~~Kaya Now Promissory Note. The Kaya Now Promissory Note shall mature on February 1, 2023.~~

~~The Company recorded an interest income receivable of approximately $0.1 million on~~total investment held as a promissory note resulting in a $0 balance for the Kaya Now Promissory Note as of ~~June 30, 2022.~~March 31, 2023.

~~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~~received and recorded interest income related to the ~~Robotics~~Kaya Now Promissory Note of ~~$1.1 million. The Company will receive interest on~~approximately $10,000 for 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 receivable of approximately $20,000 on the Robotics Promissory Note as of June 30, 2022.~~ended March 31, 2023.

Note 8.9. 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.

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table presents the Company’s assets and liabilities that are measured at fair value ~~at June 30, 2022~~as of March 31, 2023, and December 31, ~~2021~~2022 ($ in thousands):

	Fair value measured at June 30, 2022								Fair value measured as of March 31, 2023
	Total at June 30,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Total at March 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2022		(Level 1)		(Level 2)		(Level 3)		2023		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities:
Equities	$	9,779	$	9,779	$	-	$	-	$	24,394	$	24,394	$	-	$	-
Total marketable securities	$	9,779	$	9,779	$	-	$	-	$	24,394	$	24,394	$	-	$	-
Short-term investment	$	104	$	15	$	-	$	89	$	13	$	-	$	-	$	13
Short-term notes receivable at fair value	$	8,500	$	-	$	-	$	8,500
Long-term notes receivable at fair value	$	1,100	$	-	$	-	$	1,100
Notes receivable, at fair value - current portion									$	6,536	$	-	$	-	$	6,536
Notes receivable, at fair value - non-current portion									$	1,850	$	-	$	-	$	1,850

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

	Fair value measured as of December 31, 2022
	Total at December 31,		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities:
Equities	$	7,130	$	7,130	$	-	$	-
Total marketable securities	$	7,130	$	7,130	$	-	$	-
Short-term investment	$	13	$	-	$	-	$	13
Notes receivable, at fair value - current portion	$	7,474	$	-	$	-	$	7,474
Notes receivable, at fair value - non-current portion	$	1,100	$	-	$	-	$	1,100

~~AIKIDO PHARMA INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Level 3 Measurement

The following ~~tables set~~table sets 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 377
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 280
Conversion of note receivable to marketable securities (1,788 )
Short-term notes receivable at fair value at June 30, 2022 $ 8,500

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 June 30, 2022 $ 1,100
Short-term investment at December 31, 2021 $ 419
Change in fair value of investment (330 )
Short-term investment at June 30, 2022 $ 89

Short-term investment at December 31, 2022	$	13
Short-term investment at March 31, 2023	$	13

Notes receivable, at fair value - current portion, at December 31, 2022	$	7,474
Collection of principal outstanding		(250	)
Accrued interest receivable, net		62
Note receivable, Convergent Convertible Note, non-current portion		(750	)
Notes receivable, at fair value - current portion at March 31, 2023	$	6,536

Notes receivable, at fair value - non-current portion, at December 31, 2022	$	1,100
Note receivable, Convergent Convertible Note, non-current portion		750
Notes receivable, at fair value - non-current portion, value at March 31, 2023	$	1,850

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~Long term and Short-term~~ Note Receivable ~~and Convertible Notes Receivable~~at fair value

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 ~~June 30, 2022,~~March 31, 2023, the fair value of the ~~Convergent Convertible Note~~notes receivable was measured ~~at $2.2 million,~~ taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No material change ~~in fair value for principal~~ was ~~recorded during the six months ended June 30, 2022.~~

~~Mr. Jeffrey Cooper Investment~~

~~As of June 30, 2022,~~noted in the fair value of the Mr. Jeffrey Cooper Promissory Note was measured at approximately $2.9 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 recordednotes receivable during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023.

Note 10. Leases

~~Raefan Industries~~On December 1, 2021, the Company entered into a Lease Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, ~~Investment~~

~~As of June 30, 2022,~~a New York limited liability company. Under the ~~fair value~~Company’s Lease, the Company will rent a portion of the ~~Raefan Industries Promissory Note was measured~~twenty-second floor at ~~approximately $2.0 million, taking into consideration cost~~725 Fifth Avenue, New York, New York (the “22^ndFloor Premises”). The Company plans to use the 22^nd Floor Premises to run its day-to-day operations. The initial term of the ~~investment, market participant inputs, market conditions, liquidity, operating results~~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 $12,874. Effective for the sixth and ~~other qualitative and quantitative factors. No change in fair value for principal was recorded during~~seventh years of the ~~six months ended June 30, 2022.~~Company’s Lease, the rent shall increase to $13,502. The Company took possession of the 22^nd Floor Premises on the Commencement Date.

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 monthly rent equal to $49,368. Effective for the sixth and seventh years of Dominari’s Lease, the rent shall increase to $51,868 per month. The Company has taken possession of the Premises in February 2023.

~~Nano Innovations Inc Investment~~

The tables below represent the Company’s lease assets and liabilities as of March 31, 2023:

As of June 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 six months ended June 30, 2022.

	March 31, 2023
Assets:
Operating lease right-of-use-assets	$	3,619

Liabilities:
Current
Operating		198
Long-term
Operating		3,363
	$	3,561

The ~~Company believes that~~following tables summarize quantitative information about the ~~fair value~~Company’s operating leases, under the adoption of ~~the warrant of Nano is immaterial.~~ASC 842:

March 31,

2023

Weighted-average remaining lease term – operating leases (in years)

7.2

Weighted-average discount rate – operating leases

10.0

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~Kaya Now Investment~~During the three months ended March 31, 2023, the Company recorded approximately $0.1 million as lease expense to current period operations.

	Three Months Ended
	March 31, 2023
Operating leases
Operating lease cost	$	134
Operating lease expense		134
Short-term lease rent expense		30
Net rent expense	$	164

Supplemental cash flow information related to leases were as follows:

	Three Months Ended
	March 31, 2023
Operating cash flows - operating leases	$	34
Right-of-use assets obtained in exchange for operating lease liabilities	$	2,796

As of June 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 recordedMarch 31, 2023, future minimum payments during the ~~six months ended June 30, 2022.~~

~~The Company believes that the fair value of the warrant of Kaya Now is immaterial.~~next five years and thereafter are as follows:

~~American Innovative Robotics Investment~~

	Operating
	Leases
Remaining Period Ended December 31, 2023	$	365
Year Ended December 31, 2024		750
Year Ended December 31, 2025		688
Year Ended December 31, 2026		688
Year Ended December 31, 2027		688
Year Ended December 31, 2028		770
Thereafter		1,166
Total		5,115
Less present value discount		(1,554	)
Operating lease liabilities	$	3,561

As of June 30, 2022, the fair value of the Slinger Bag Convertible 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 six months ended June 30, 2022.

Note 9.11. Net Loss per Share ~~Attributable to Common Stockholders~~

Basic loss per share of common ~~share~~stock 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 June 30,~~for the three months ended March 31, 2023, and 2022 ~~and 2021~~ are as follows:

	As of June 30,				As of March 31,
	2022		2021		2023		2022
Convertible preferred stock		34		40		34		129,446
Warrants to purchase common stock		444,796		341,268		444,796		444,796
Options to purchase common stock		27,980		25,255		31,193		28,203
Total		472,810		366,563		476,023		602,445

~~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.

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~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.

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 six months ended June 30, 2022, the Company recognized approximately $3.0 in deemed dividends related to the Preferred Stock in the condensed consolidated statements of operations and the condensed consolidated statements of changes in redeemable preferred stock and stockholders’ equity.

Note ~~11.~~12. Stockholders’ Equity and Convertible Preferred Stock

Common Stock

~~One June 5, 2020, CBM Biopharma, Inc. (“CBM”) approved a distribution to its stockholders of 1,939,058~~On March 6, 2023, the ~~Company’s common shares. The~~ Company ~~as 1 of CBM’s shareholder, received 387,812~~cancelled 644,499 shares of ~~its~~ common stock as a result of retirement of 644,499 shares of treasury stock. ~~The~~

On March 20, 2023, the Company cancelled ~~387,812~~25,000 shares ~~received on January 1, 2022.~~of common stock owned by a board member.

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~~Share Buyback Program in an amount of up to three million dollars. During the ~~second quarter of 2022,~~three months ended March 31, 2023, the Company repurchased ~~242,902~~236,630 shares at a cost of approximately ~~$1.5~~$0.9 million or ~~$6.12~~$3.97 per share through marketable securities account under the Share Buyback Program. The Company records treasury stock using the cost method.

On March 6, 2023, the Company retired 644,499 shares of treasury stock with original cost of approximately $3.8 million.

Warrants

A summary of warrant activity for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023, is presented below:

	Warrants		Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2022		444,796	$	29.25		-		3.20
Outstanding as of March 31, 2023		444,796	$	29.25		-		2.95

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 - 4.90
Outstanding as of June 30, 2022 444,796 $ 29.25 - 3.95

~~AIKIDO PHARMA~~DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Restricted Stock ~~Options~~Awards

A summary of restricted stock ~~option~~awards activity for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023, 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 28,196 $ 32.24 $ 230,258 8.2
Employee options granted 170,525 0.35 902,077 9.8
Outstanding as of June 30, 2022 198,721 $ 32.24 $ 1,017,002 9.5
Options vested and exercisable 27,980 $ 32.46 $ 114,925 7.8

	Number of Restricted Stock Awards			Weighted Average Grant Day Fair Value
Nonvested at December 31, 2022		8,068		$	5.64
Vested		(8,068	)		5.64
Nonvested at December 31, 2022		-		$	-

As of March 31, 2023, there is no unrecognized stock-based compensation expense related to restricted stock awards.

Stock Options

A summary of option activity under the Company’s stock option plan for the three months ended March 31, 2023 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, 2022		31,193	$	302.97	$	-		7.9
Outstanding as of March 31, 2023		31,193	$	302.97	$	-		7.7
Options vested and exercisable		25,311	$	372.00	$	-		7.4

Stock-based compensation associated with the amortization of stock option expense was approximately ~~$0.1 million~~$4,800 and $0 for the three months ended ~~June 30,~~March 31, 2023, and 2022, ~~and 2021. Stock-based compensation associated with the amortization of stock option expense was approximately $0.1 million and $0.2 million for the six months ended June 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 ~~$0.8 million.~~$10,000.

Note ~~12.~~13. 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~~the Company’s technology. Other than ordinary routine litigation incidental to the business, ~~we know~~the Company is not aware of noany material, active or pending legal proceedings brought against ~~us.~~it.

~~Risks and Uncertainties - COVID-19~~

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 14. Regulatory

~~Management continues~~Dominari Securities, the Company’s broker-dealer subsidiary, is registered with the SEC as an introducing broker-dealer and is a member of FINRA. The Company’s broker-dealer subsidiary is subject to ~~evaluate~~SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the ~~impact~~maintenance of minimum net capital and requires that the ~~COVID-19 pandemic on~~ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. As such, the ~~industry~~subsidiary is subject to the minimum net capital requirements promulgated by the SEC and has ~~concluded that while it is reasonably possible that~~elected to calculate minimum capital requirements using the ~~virus could have a negative effect on the Company’s financial position, results~~basic method permitted by Rule 15c3-1. As of ~~its operations and/or search for drug candidates, the specific impact is not readily determinable as~~March 31, 2023, Dominari Securities had net capital of ~~the date~~approximately $2.9 million, which was approximately $2.9 million in excess of ~~these consolidated financial statements. The COVID-19 pandemic has slowed down some drug development efforts and has slowed the acquisition~~required minimum net capital 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.$0.1 million.

Note 15. Related Party Transaction

In 2021, the Company engaged the services of Revere Securities, LLC (“Revere”) to strategically manage and build the Company’s investment processes. Kyle Wool, Board Member, is the president of Revere. The Company incurred fees of approximately $0.08 million and $0.3 million during the three months ending March 31, 2023, and 2022, respectively. These fees were included in general and administrative expense in the unaudited condensed consolidated statements of operations.

Note ~~13.~~16. Subsequent Events

~~As of August 1, 2022 Anthony Hayes divested all shares of common stock that he owed in Revere Securities LLC.~~Soo Yu Employment Agreement

On ~~July 22, 2022, Carlos Aldavero~~April 3, 2023, Dominari Securities, the Company’s broker-dealer subsidiary, entered into an employment agreement (the Agreement), as amended on April 19, 2023, with Soo Yu. Ms. Yu is currently a member of the ~~Company (the “Employment Agreement”). The Employment~~Company’s board of directors. Pursuant to the Agreement, ~~provides~~which is for ~~payment~~a term of ~~an annual~~one year, Ms. Yu will serve as a registered brokerage representative for Dominari Securities and a special projects manager for the Company. Under the Agreement, Ms. Yu is paid a base salary of ~~$450,000.00 to Mr. Aldavero, to be paid in equal semi-monthly or bi-weekly installments,~~$150,000 per year and receives a ~~cash signing bonus of $213,000.00, and an annual cash bonus in an amount determined by the Board in its discretion if the Company meets or exceeds criteria adopted by the Board.~~

On July 21, 2022, the Company and Kaya Now Inc. 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 Now has agreed to issue to the Company 1,000,000 additional shares at 20 cents per share of Kaya Now’s common stock. Under the amendment, interest60% commission on the ~~Note during~~gross revenue she generates at Dominari Securities. In addition to her base salary and commissions, Ms. Yu is eligible to receive up to $7.8 million based on the ~~extended term shall~~assets under management or account value of accounts she opens at Dominari Securities. Upon Ms. Yu completing all required registrations and opening accounts for clients with assets under management or account value of at least $50 million, Ms. Yu will be ~~paid on October 1, 2022 and January 1, 2023~~entitled to a payment of $2.4 million. Upon Ms. Yu opening accounts for clients with assets under management or account value of at ~~the rate~~least $150 million (inclusive of ~~8% per annum.~~

~~On August 10, 2022 we agreed~~prior account values), Ms. Yu will be entitled to ~~extend the term~~a payment of ~~our employment agreement~~$2.7 million. Upon Ms. Yu opening accounts for clients with ~~our chief executive officer, Anthony Hayes, for an additional five years, renewable thereafter for one year increments on 6 months notice.~~assets under management or account value of at least $560 million (inclusive of prior account values), Ms. Yu will be entitled to a payment of $2.7 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-Q. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements. All references to “we,” “us,” “our” and the “Company” refer to ~~Aikido Pharma~~Dominari Holdings Inc., a Delaware corporation and its consolidated subsidiaries unless the context requires otherwise.

Overview

Dominari Holdings Inc. (the “Company”), formerly AIkido Pharma, Inc., was ~~initially formed~~founded in 1967 ~~and is currently~~as Spherix Incorporated. Since 2017, the Company has operated as a biotechnology company with a diverse portfolio of small-molecule ~~anti-cancer~~anticancer and antiviral therapeutics and their related patent technology. In an effort to enhance shareholder value, in ~~development.~~June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc. (“Dominari”), with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services industries. Through Dominari, the Company acquired Dominari Securities LLC (Dominari Securities), an introducing broker-dealer, registered with the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with the Securities and Exchange Commission (“SEC”). Dominari Securities provides investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.

Additionally, AIkido Labs, LLC (“Aikido Labs”), another wholly owned subsidiary of the Company, has historically explored opportunities in high growth industries. To date, Aikido Labs has made equity investments 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. Finally, The ~~Company’s platform consists~~Company is in the process of winding down its historical pipeline of biotechnology assets consisting of patented ~~technology~~technologies from leading universities and researchers, ~~and our innovative therapeutic drug platform is currently being advanced through strong collaborations with world-renowned educational institutions,~~ including ~~the University of Texas at Austin, the University of Maryland, Baltimore and Wake Forest University. Our diverse pipeline of therapeutics includes therapies~~prospective treatments for pancreatic cancer, acute myeloid leukemia, ~~(“AML”)~~ and acute lymphoblastic leukemia (“ALL”). The Company is also developing broad-spectrum antiviral compounds with the potential to inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus.leukemia.

The Company previously focused its efforts on owning, developing, acquiring and monetizing intellectual property assets. Since May 2016, the Company has received limited funds from its intellectual property monetization. In addition to its patent monetization efforts, since the fourth quarter of 2017, the Company has been transitioning to focus its efforts as a technology and biotechnology development company. These efforts have focused mainly on biotechnology research and development.Reverse Stock Split

~~Outside~~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 unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the biotechnology space, the Company has put capital into a series of small investments in private companies that are expected to go public in next 24 months. These investments include, but are not limited to, an investment in Tevva Motors, an electric truck producer, a space with recent Rivian Automotive (NASDAQ: RIVN) IPO. Additionally, the Company has invested in Kerna Health, a growing tele-health business with recurring revenue and large contract backlog, as well an investment in Kaya Holding Corp., a holding company with a portfolio of wholly-owned subsidiaries focused on emerging technologies and social networkingReverse Stock Split for cannabis enthusiasts. The Company’s investments now also include interests in privately-held companies Discord, Inc., a social communications platform provider that is particularly popular with gamers; Thrasio, LLC, an aggregator of private brands of top Amazon businesses and direct-to-consumer brands; Automation Anywhere, Inc. a provider of business automation solutions, and Anduril Industries, Inc., a defense products company.

As a result of the Company’s biotechnology research development and associated investments and acquisitions, our business portfolio now focuses on the treatment of three different cancers, including pancreatic cancer, AML and ALL. DHA-dFdC, our pancreatic drug candidate developed at the University of Texas at Austin (“UTA”), is a new compound that we hope will become the next generation of chemotherapy treatmentall periods presented. Payment for advanced pancreatic cancer. DHA-dFdC is designed to overcome tumor cell resistance to current chemotherapeutic drugs and is well tolerated in preclinical toxicity tests. Preliminary studies have also indicated that DHA-dFdC inhibits pancreatic cancer cell growth in culture (up to 100,000-fold more potent that gemcitabine, a current standard therapy), has documented efficacy against pancreatic tumors in a clinically relevant transgenic mouse model and has demonstrated activities against other cancers, including leukemia, lung and melanoma. Ultimately, we plan to develop DHA-dFdC for oral and intravenous administration in a solid lipid nanoparticle carrier matrix, which has also been licensed from UTA, and is intended to be a second-line treatment for advanced pancreatic cancer. The Company has entered into an agreement with Parimer Scientific, which is working with other third parties, to assist in researching, developing and optimizing the manufacturing process of the active ingredient, formulating the dosage formulation and performing drug stability tests. The Company’s license with UTA (the “License”) is a royalty-bearing exclusive license that, unless terminated earlier, continues until the last date of expiration or termination of the patent rights granted under the License (the “Patent Rights”). With regard to DHA-dFdC, the Patent Rights include two issued U.S. Patents, several filed U.S. patent applications and an application filed under the Patent Cooperation Treaty (“PCT”) that is currently being prosecuted to secure rights in foreign countries. So far, two patents have issued, U.S. Patent No. 10,463,684 (the “684 Patent”) and U.S. Patent No. 11,219,633 (the “633 Patent”), which contain claims covering the compound DHA-dFdC. Assuming all maintenance fees are timely paid, the 684 Patent is expected to expire on October 27, 2035 and the 633 Patent is expected to expire on May 28, 2035. The Company’s license with UTA also covers a U.S. provisional patent application relating to the solid lipid nanoparticle carrier matrix for the drug, which was filed on June 6, 2019. In June of 2020, at the request of the Company, UTA filed both a U.S. non-provisional utility patent application as well as a PCT application relating to the lipid nanoparticle carrier matrix claiming the June 6, 2019 priority date of the provisional application. The PCT application has now entered the national phase in Europe, China and India. Patent prosecution on all pending patent applications is currently underway. The Company is currently engaged in research and development activities related to the manufacture of DHA-dFdC, which have thus far confirmed the critical chemical steps required for the manufacturing and scalability of the process. In collaboration with our contract manufacturing organization, Parimer Scientific, we are currently optimizing the manufacturing procedure for DHA-dFdC. Our manufacturing activities were initially delayed several months due to COVID-19 because Parimer was recruited by the U.S. and South Carolina governments to manufacture hand sanitizer for use in hospitals. For that reason, our manufacturing activities did not begin in earnest until the beginning of the third quarter of 2020. Once manufacturing began, shipping delays due to the pandemic further slowed progress. Further delay resultedfractional shares resulting from the inherent difficulty in producing scalable quantities of the key intermediate compound in the process. Despite these delays, we now have successfully replicated the synthesis as reported in the literature, have developed a new procedure for the production of the key intermediate on a large scale, and are currently optimizing the procedurereverse stock split amounted to ensure that incorporation of our new procedure into the overall manufacturing process will result in levels of DHA-dFdC on an acceptably large scale. In tandem, the Company will also develop the solid lipid nanoparticle delivery system containing DHA-dFdC to optimize the manufacturing process for size and consistency of the particles. We plan to then develop the drug formulation for oral and intravenous delivery via the solid lipid nanoparticles for use in future animal testing. We do not currently have FDA approval, which will eventually be required to begin administering DHA-dFdC to patients as part of any clinical trials. Animal studies will be a necessary prerequisite to filing an Investigational New Drug Application (“IND”) with the FDA. Depending upon the success of the animal studies, the Company’s development activities will also include preparing the IND for submission to the FDA. The Company’s formulation is a new chemotherapy oral dosage form “repurposing” the chemotherapeutic agent gemcitabine, which we believe enables it to be developed for use in patients following a special regulatory pathway codified in Section 505(b)(2) of the FDA rules. Section 505(b)(2) was enacted to enable sponsors to seek New Drug Application (“NDA”) approval for novel repurposed drugs without the need for such sponsors to undertake certain time consuming and expensive safety studies. Proceeding under this regulatory pathway, we hope to be able to rely upon all of the publicly available safety and toxicology data with respect to gemcitabine in our FDA submissions. We believe that this path will dramatically reduce the required clinical development efforts, costs and risks as compared to what would be required of us if we were required to conduct the entire scope of trials required for new chemical entities that are not eligible to be reviewed pursuant to the Section 505(b)(2) regulatory pathway. We estimate that by using the Section 505(b)(2) regulatory pathway, the clinical development process may be several years shorter than is required for a new chemical entity, and the FDA approval process may be six to nine months shorter than the typical eighteen-month period, which we believe may result in lower development costs and shorter development time. As of the date hereof, we have not submitted an IND or an NDA to the FDA. Our AML and ALL compounds, developed at Wake Forest University, are targeted therapeutics designed to overcome multiple resistance mechanisms observed with the current standard of care. In addition, we are constantly seeking to grow our pipeline to treat unmet medical needs in oncology.

In addition, the Company owns an exclusive world-wide license to patented technology from the University of Maryland Baltimore (“UMB”). Our license is for a broad-spectrum antiviral drug platform. The licensed technology is a broadly acting pan-viral inhibitory compound with efficacy against multiple viral pathogens. The technology works to inhibit replication of multiple viruses including Influenza virus, SARS-CoV (coronavirus), MERS-CoV, Ebolavirus and Marburg virus. The technology is covered by two patent applications already on file with the United States Patent and Trademark Office. The Company’s license covers two U.S. provisional applications, which were consolidated and timely filed as a PCT application on June 5, 2020, commencing patent prosecution. Any patents issued from this application are expected to expire 20 years later, on June 5, 2040, unless the term is extended by the patent office. The PCT application describing the technology to which the Company is licensed was published on December 12, 2020 by the World Intellectual Property Organization under International Publication Number WO 2020/247860 A1. The PCT application has now entered the national phase in the USPTO (U.S. Application Serial No. 17/616,586) and is currently under active prosecution. The Company’s license has been amended to cover a second PCT application, which was published on June 9, 2022 by the World Intellectual Property Organization under International Publication Number WO 2022/120207 A1. Currently, the Company and UMB are collaborating to identify chemical structures that are as effective as, or more effective than, the lead compounds covered in the PCT application. The UMB inventors are Drs. Matthew Frieman, Alexander MacKerell and Stuart Watson. The Company has also executed a Sponsored Research Agreement with UMB to support the development of the technology.

Effective March 23, 2020, and as amended and restated on November 24, 2020, the Company and Continental Stock Transfer & Trust Co. entered into a rights agreement (the “Rights Agreement”) The Rights Agreement provides each stockholder of record a dividend distribution of one “right” for each outstanding share of common stock. Rights become exercisable at the earlier of ten days following: (1) a public announcement that an acquirer has purchased or has the right to acquire 4.99% or more of our common stock, in connection with, (x) the Company consolidating, or merging into any other person, (y) any person consolidates or merges with or into the Company or (z) the Company sells or otherwise transfers to any person or persons, in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company, or (2) the commencement of a tender offer which would result in an offer or beneficially owning 10% or more of our outstanding common stock. All rights held by an acquirer or offer or expire on the announced acquisition date, and all rights expire at the close of business on March 23, 2023, subject to further extension. Each right entitles a stockholder to acquire, at a price of $5.00 per one one-thousandth of a share of our Series A preferred stock, subject to adjustments, which carries voting and dividend rights similar to one share of our common stock. The purchase price of the preferred stock fractional amount is subject to adjustment for certain events as described in the Rights Agreement. At the discretion of a majority of the Board and within a specified time period, we may redeem all of the rights at a price of $0.0001 per right. The Board may also amend any provisions of the Rights Agreement prior to exercise.$26,000.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements. We have identified the accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results may differ substantially from these estimates under different assumptions or conditions. There have been no significant changes to our critical accounting policies ~~are disclosed in our annual report on Form 10K for the year ended~~and estimates since December 31, ~~2021~~2022. The following represent those critical accounting policies that we believe most significantly impact the judgments and ~~there have been no material changes to such policy or~~ estimates ~~during~~used in the ~~six months ended June 30, 2022.~~preparation of our unaudited condensed consolidated financial statements.

~~Critical Accounting Estimates~~Long-term investments

~~The preparation~~Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01 and related ASU 2018-03 and ASU 2019-04 concerning recognition and measurement of financial ~~statements in accordance with accounting principles generally accepted in~~assets and financial liabilities. In adopting this guidance, the ~~United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures in the financial statements. Management considers~~Company has made an accounting ~~estimate~~policy election to ~~be critical if:~~

●	~~it requires assumptions to be made that were uncertain at the time the estimate was made, and~~

●	~~changes in the estimate or different estimates that could have been selected could have material impact in our results of operations or financial condition.~~

While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results could differ from those estimates and the differences could be material.adopt an adjusted cost method measurement alternative for investments in equity securities without readily determinable fair values.

~~See~~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.

Refer to Note ~~2 to our condensed consolidated financial statements~~3 of the Annual Report for a discussion of ~~our significant~~all accounting policies.

Recently Issued Accounting Pronouncements

See Note 3 to the unaudited condensed consolidated financial statements for a discussion of recent accounting standards.

Results of Operations

Three ~~months ended June 30, 2022~~Months Ended March 31, 2023, compared to the Three Months Ended March 31, 2022

The Company did not recognize revenue from operations, nor do we expect to recognize any revenue until our operational transition into the financial services industry is complete. During the three months ended ~~June 30, 2021~~March 31, 2023, and 2022, we incurred a loss from operations of approximately $3.8 million and $3.8 million, respectively. The consistent loss in operations year over year was primarily attributable to the following:

An approximate $2.0 million increase in general and administrative expenses – driven by approximately $0.4 million and $0.7 million of professional fees (legal, consulting, accounting, etc.) incurred to establish and operate Dominari Financial and Dominari Securities, respectively. In addition, the Company also incurred increased compensation expenses of approximately $0.7 million due to growing operations.

ii.

An approximate $2.0 million decrease in research and development expenses – attributable to the Company’s strategic business decision to transition away from the biotechnology industry and into financial services. The result is a decrease in research and development related expenses by almost 100%.

During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~we incurred a loss from operations of~~other income was approximately ~~$2.3~~$0.07 million ~~as compared to $2.8 million during the comparable prior year period. The decrease in loss was primarily attributed to $81,000 decrease in in general~~ and ~~administrative expenses,~~ $0.3 million, ~~decrease research and development expense, and $91,000 decrease in research and development expense related to development of our license technology.~~

~~During~~respectively. The activity for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~other expense was approximately $2.8 million as compared~~is primarily a result of overall volatility in investment valuations due to ~~other income of approximately $1.4 million during~~macroeconomic uncertainty (i.e. inflation, global tensions in the ~~comparable prior year period. The increase in other expense was primarily attributed to a $0.3 million decrease in~~Ukraine, etc.) impacting marketable securities and the change in fair value of ~~investment~~short and ~~$4.0 million increase in loss on marketable securities.~~long-term investments. Specifically:

~~Six months ended June 30, 2022 compared to six months ended June 30, 2021~~

Marketable securities – we recognized a loss of approximately $0.07 million for the three months ended March 31, 2023. The decrease of approximately $0.4 million in losses over prior year is a direct result of a decrease in realized and unrealized losses of approximately $0.2 million, offset by an increase in dividend income related of approximately $0.06 million. The decreases were driven by both market improvement and decrease in sale activity resulting in fewer realized losses.

During the six months ended June 30, 2022, we incurred a loss from operations of approximately $6.1 million, as compared to $5.1 million during the comparable prior year period. The increase in loss was primarily attributed to $0.5 million increase in in general and administrative expenses and $1.7 million increase research and development expense, and was partially offset by $1.1 million decrease in research and development expense related with license acquisition.

During the six months ended June 30, 2022, other expense was approximately $2.5 million as compared to other expense of approximately $0.2 million during the comparable prior year period. The increase in other expense was primarily attributed to a $3.2 million decrease in loss on marketable securities, and was partially offset by $0.7 million increase in the change in fair value of investment.

~~The Company experienced very little or no revenue in the last two years and we don’t expect any revenue until a biotechnology product is fully developed which may not occur for many years.~~

ii.

Short-term and long-term investments – we did not recognize a change in the fair value of short-term and long-term for the three months ended March 31, 2023. The change over the three months ended March 31, 2022 is a function of observable market transactions which resulted in unrealized gains of approximately $0.5 on the adjusted fair value of the investments during the three months ended March 31, 2022. There were no observable market transactions or impairment indicators identified during the three months ended March 31, 2023.

Liquidity and Capital Resources

We continue to incur ongoing administrative and other expenses, including public company ~~expenses, in excess of corresponding (non-financing related) revenue.~~expenses. While we continue to implement our business strategy, we intend to finance our activities through:

●

managing current cash and cash equivalents on hand from our past debt and equity offerings;


●	seeking additional funds raised through the sale of additional securities in the future;


●	seeking additional liquidity through credit facilities or other debt arrangements; and

●	~~increasing revenue from its patent portfolios, license fees and new business ventures.~~

Our ultimate success is dependent on our ability to ~~obtain additional financing and~~ generate sufficient cash flow to meet our obligations on a timely basis. Our business ~~will~~may require significant amounts of capital to sustain operations ~~and make the investments it needs~~that we need to execute ~~its~~our longer-term business plan to support ~~new technologies and help advance innovation.~~our transition into the financial services industry. Our working capital amounted to approximately ~~$60.7~~$43.8 million ~~at June 30, 2022.~~as of March 31, 2023. We ~~will~~may need to obtain additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly-traded company or from continuing operations. If we attempt to obtain additional debt or equity financing, we cannot assume that such financing will be available to the Company on favorable terms, or at all.

The Company plans to pursue its plans regarding research and development of our two pre-clinical products which will require resources beyond those currently, ultimately requiring third party capital. During this time, the Company does not expect to generate revenue and there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Cash Flows from Operating Activities -

For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ net cash used in operations was approximately ~~$5.9~~$4.0 million and ~~$2.7~~$3.8 million, respectively. The cash used in operating activities for the three months ended ~~June 30,~~March 31, 2023, is primarily attributable to a net loss of approximately $3.8 million and changes in operating assets and liabilities of $0.5 million, partially offset by approximately $0.1 million in unrealized losses on marketable securities and approximately $0.06 million of realized loss on marketable securities. The cash used in operating activities for the three months ended March 31, 2022 primarily resulted from a net loss of ~~$8.6~~$3.5 million and change in fair value of long-term investment of $1.4 million, and is partially offset by change in fair value of short-term investment of ~~$1.6 million and unrealized loss on marketable securities of $2.3~~$0.9 million. The cash used in operating activities for the six months ended June 30, 2021 primarily resulted from a net loss of $5.3 million and $1.1 million realized gain on marketable securities, and partially offset by $1.4 million unrealized loss on marketable securities and $1.1 million research and development expense related with license acquired.

Cash Flows from Investing Activities -

For the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ net cash used in investing activities was approximately ~~$15.3~~$18.7 million and ~~$70.4~~$10.1 million, respectively. The cash used in investing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2023, primarily resulted from our purchase of marketable securities of approximately $17.5 million and the acquisition of FPS of approximately $1.1 million. The Company also collected approximately $0.3 million in principal related to its short-term notes. The cash used in investing activities for the three months ended March 31, 2022, primarily resulted from our purchase of marketable securities of ~~$27.5 million, purchase of promissory notes of $1.6~~$27.1 million and purchase of investments of ~~$14.6 million,~~$7.7 million. The purchases of marketable securities during the prior year was partially offset by our sale of marketable securities of ~~$28.3~~$24.7 million since we invest excess cash into marketable securities until additional cash is needed. The cash used in investing activities for the six months ended June 30, 2021 primarily resulted from our purchase of marketable securities of $86.5 million, funds to deposit accounts of $4.5 million (net of fee) and purchase of convertible note of $2.0 million, partially offset by our sale of marketable securities of $23.2 million since we invest excess cash into marketable securities until additional cash is needed.

Cash Flows from Financing Activities - ~~Cash~~

For the three months ended March 31, 2023, cash used in financing activities ~~for the six months ended June 30, 2022~~ was ~~$15.3~~approximately $0.9 million, which reflects the ~~cost for redemption of Series O and Series P Redeemable Convertible Preferred Stock of $23.1 million and~~ cost for purchase of treasury stock of ~~$1.5~~approximately $0.9 million. Cash provided by financing activities for the three months ended March 31, 2022, was approximately $19.0 million, ~~partially offset by~~which reflects the net proceeds of approximately $19.0 million from investors in exchange ~~of issuance of~~for the issuance of Series O and Series P Redeemable Convertible Preferred Stock. Cash provided by financing activities for the six months ended June 30, 2021 was $78.1 million, which reflects the net proceeds of $78.0 million from investors in exchange of issuance of common stock and warrants and net proceeds of $84,000 from the exercise of common warrants.

Off-balance sheet arrangements.

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain ~~“disclosure~~disclosure controls and procedures~~” as such term is defined~~ that are designed to ensure that material information required to be disclosed in ~~Rules 13a-15(e) and 15d-15(e)~~our periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, ~~(the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file~~ or ~~submit under~~ the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in ~~Securities and Exchange Commission~~the SEC’s rules and ~~forms,~~forms. Our disclosure controls and procedures are also designed to ensure that ~~such~~ information isrequired to be disclosed in the reports we file or submit under the Exchange Act are accumulated and communicated to our management, including our ~~Chief Executive Officer,~~principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure. ~~In designing~~

During the quarter ended March 31, 2023, we carried out an evaluation, under the supervision and ~~evaluating~~with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, ~~management recognized~~as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

We have not made any changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the ~~disclosure controls and procedures~~control system are met. ~~Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating~~Further, the ~~cost-benefit relationship of possible disclosure controls and procedures.~~

~~The~~ design of ~~any disclosure~~a control system must reflect the fact that there are resource constraints, and the benefits of controls ~~and procedures also is based~~must be considered relative to their costs. Because of the inherent limitations in ~~part upon certain assumptions about the likelihood~~all control systems, no evaluation of ~~future events, and there~~controls can ~~be no~~provide absolute assurance that all control issues and instances of fraud, if any, ~~design will succeed in achieving its stated goals under all potential future conditions.~~

~~With respect to the quarter ended June 30, 2022, under the supervision and with the participation of~~within our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures were not effective as of June 30, 2022 due to the material weaknesses in our internal controls over financial reporting. Wecompany have a lack of segregation of duties, and a lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected. The Company is working to change internal controls to address material weaknesses and adding additional employees as part of a plan to discuss with FINRA.

C~~hanges in Internal Control over Financial Reporting:~~

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2022 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.been detected.

Part II. Other Information

Item 1. Legal Proceedings

In the past, in the ordinary course of business, we actively pursued legal remedies to enforce our 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.

Item 1A. Risk Factors

~~There have been no material changes~~Investing in our ~~risk factors from those disclosed~~common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Quarterly Report on Form 10-Q and in the other periodic and current reports and other documents we file with the Securities and Exchange Commission, including but not limited to our ~~Annual Report~~annual report on Form 10-K for the fiscal year ended December 31, ~~2021 and~~2022, before deciding to invest in our ~~Quarterly Reports on Form 10-Q~~common stock. If any of the following risks materialize, our business, financial condition, results of operation and future prospects will likely be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose all or part of your investment. This list is not exhaustive and the order of presentation does not reflect management’s determination of priority or likelihood.

BUSINESS RISKS

If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud and our business may be harmed and our stock price may be adversely impacted.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and to effectively prevent fraud. Any inability to provide reliable financial reports or to prevent fraud could harm our business. The Sarbanes-Oxley Act of 2002 requires management to evaluate and assess the ~~quarterly periods ended~~effectiveness of our internal control over financial reporting. In order to continue to comply with the requirements of the Sarbanes-Oxley Act, we are required to continuously evaluate and, where appropriate, enhance our policies, procedures and internal controls. If we fail to maintain the adequacy of our internal controls over financial reporting, we could be subject to litigation or regulatory scrutiny and investors could lose confidence in the accuracy and completeness of our financial reports. We cannot assure you that in the future we will be able to fully comply with the requirements of the Sarbanes-Oxley Act or that management will conclude that our internal control over financial reporting is effective. If we fail to fully comply with the requirements of the Sarbanes-Oxley Act, our business may be harmed and our stock price may decline. While our assessment, testing and evaluation of the design and operating effectiveness of our internal control over financial reporting resulted in our conclusion that, as of December 31, 2022, our internal control over financial reporting was not effective, due to our lack of segregation of duties, and lack of controls in place to ensure that all material transactions and developments impacting the consolidated financial statements are reflected, our assessment, testing and evaluation of the design and operating effectiveness of our internal control over financial reporting, as of March 31, ~~2022 and June 30, 2022.~~2023, resulted, in our conclusion, that, as of that date, our internal control over financial reporting were effective. We can provide no assurance as to conclusions of management with respect to the effectiveness of our internal control over financial reporting in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

~~31.1~~10.1*		Employment Agreement, made and entered into as of April 3, 2023, by and between Dominari Securities LLC and Soo Yu
10.2*		Amendment to Employment Agreement, made and entered into as of April 19, 2023, by and between Dominari Securities LLC and Soo Yu
31.1**		Certification of Principal Executive Officer and Principal Financial Officer of ~~AIkido Pharma~~Dominari Holdings Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~32.1~~32.1**		Certification of Principal Executive Officer and Principal Financial Officer of ~~AIkido Pharma~~Dominari Holdings Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Furnished, not filed

Signatures

Pursuant to the requirements of the Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~Aikido Pharma Inc.~~
	~~(Registrant)~~DOMINARI HOLDINGS INC.

Date: ~~August 12, 2022~~May 10, 2023	By:	/s/ Anthony Hayes
		Anthony Hayes
		Chief Executive Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

2528

--12-31 Dominari Holdings Inc. 0.0001 0.0001 0.71 1.25 5252517 5305513 false Q1 0000012239 iso4217:USD xbrli:shares

	Redeemable Convertible Preferred Stock																					Additional											Total
	Series O						Series P						Common Stock					Preferred Stock				Paid-in			Treasury Stock					Accumulated			Stockholders’
	Shares			Amount			Shares			Amount			Shares			Amount		Shares		Amount		Capital			Shares		Amount			Deficit			Equity
Balance at March 31, 2022		11,000		$	11,000			11,000		$	11,000			5,252,517		$	-		4,659	$	-	$	262,624			-	$	(264	)	$	(167,309	)	$	95,051
Redemption of Series O Redeemable Convertible Preferred Stock		(11,000	)		(11,000	)		-			-			-			-		-		-		-			-		-			-			-
Redemption of Series P Redeemable Convertible Preferred Stock		-			-			(11,000	)		(11,000	)		-			-		-		-		-			-		-			-			-
Deemed dividends related to Series O and Series P Redeemable Convertible Preferred Stock		-			-			-			-			-			-		-		-		(1,100	)		-		-			-			(1,100	)
Repurchase of treasury stock		-			-			-			-			-			-		-		-		-			242,902		(1,486	)					(1,486	)
Stock-based compensation		-			-			-			-			-			-		-		-		105			-		-			-			105
Fractional shares adjusted for reverse split		-			-			-			-			(5,665	)		-		-		-		(26	)		-		-			-			(26	)
Net loss		-			-			-			-			-			-		-		-		-			-		-			(5,077	)		(5,077	)
Balance at June 30, 2022		-		$	-			-		$	-			5,246,852		$	-		4,659	$	-	$	261,603			242,902	$	(1,750	)	$	(172,386	)	$	87,467

Beginning balance	$	2,273
Transfer to marketable securities		(1,481	)
Change in fair value of investment		(1,646	)
Realized gain recognized through sale of marketable securities		958
Ending balance	$	104

Security Name		Shares Owned as of June 30, 2022				Fair value per Share as of June 30, 2022				Fair value as of June 30, 2022 (in thousands)
HOTH			35,714			$	0.42			$	15

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

Beginning balance	$	9,465
Purchase of investments		14,605
Change in fair value of long-term investments		1,408
Ending balance	$	25,478

	Maturity Date	Stated Interest Rate			Principal Amount		Interest Receivable		Fair Value
Shor-term convertible notes receivable
Convergent Investment	01/29/2023		8	%	$	2,000	$	227	$	2,227
Nano Innovations Inc Investment	12/26/2022		10	%	$	750	$	38	$	787

Short-term notes receivable
Mr. Jeffrey Cooper Investment	03/11/2023		8	%	$	2,780	$	158	$	2,038
Raefan Industries LLC Investment	12/06/2022		8	%	$	1,950	$	88	$	2,938
Kaya Now Investment	2/1/2023		8	%	$	500	$	10	$	510
Total									$	8,500

Long-term notes receivable
American Innovative Robotics Investment	04/01/2027		8	%	$	1,100	$	-	$	1,100

Short-term notes receivable at fair value at December 31, 2021	$	6,984
Accrued interest receivable		377
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		280
Conversion of note receivable to marketable securities		(1,788	)
Short-term notes receivable at fair value at June 30, 2022	$	8,500

	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		-		4.90
Outstanding as of June 30, 2022		444,796	$	29.25		-		3.95

	Number of Shares		Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2021		28,196	$	32.24	$	230,258		8.2
Employee options granted		170,525		0.35		902,077		9.8
Outstanding as of June 30, 2022		198,721	$	32.24	$	1,017,002		9.5
Options vested and exercisable		27,980	$	32.46	$	114,925		7.8