Executive Officer Agreements

On September 10, 2013, we entered into an employment agreement with Mr. Anthony Hayes pursuant to which Mr. Hayes served as the Chief Executive Officer for a period of two years, subject to renewal. In consideration for his employment, we agreed to pay Mr. Hayes a signing bonus of $100,000 and a base salary of $350,000 per annum. In addition, Mr. Hayes was entitled to receive an annual bonus in an amount equal to up to 100% of his base salary if the Company met or exceeded certain criteria adopted by the Compensation Committee. During the year ended December 31, 2015, Mr. Hayes waived his right to receive this bonus.

In February 2015, the members of the Compensation Committee revised the annual bonus structure for Mr. Hayes and established an incentive target bonus (a “Target Bonus”). The amount of the Target Bonus was (i) $350,000 in cash, be payable in a single lump-sum payment promptly following the consummation of a qualifying strategic transaction, and (ii) a discretionary bonus to be determined by the Compensation Committee, in its sole discretion, prior to the earlier of a proxy solicitation in 2015 in relation to a qualifying strategic transaction or the consummation thereof. In December 2015, the members of Compensation Committee evaluated the 2015 achievements and deemed that Mr. Hayes had achieved the criteria for his Target Bonus by consummating five strategic transactions prior to December 31, 2015 that, together reached the applicable bonus threshold. As such, Mr. Hayes’ Target Bonus of $350,000 was made to Mr. Hayes. No additional discretionary bonus was made.

On April 1, 2016, we entered into an employment agreement with Mr. Anthony Hayes pursuant to which Mr. Hayes serves as the Chief Executive Officer for a period of one year, subject to renewal. In consideration for his employment, we agreed to pay Mr. Hayes a base salary of $350,000 per annum. Mr. Hayes will be entitled to receive an annual bonus in an amount equal to up to 100% of his base salary if we meet or exceed certain criteria adopted by our Compensation Committee. We further agreed to grant executive restricted stock units, pursuant to the Corporation’s 2014 Equity Incentive Plan, with respect to 118,512 shares of the Company’s common stock. One-half of the grant shall vest if as of December 31, 2016, the Corporation has pro-forma cash of at least five million dollars ($5,000,000) (cash plus any cash used for a Board-approved extraordinary acquisition or transaction reconstituting the Company’s core operations, less accrued bonuses) and one-half shall vest upon the Company meeting certain agreed upon criteria. As of December 31, 2016, 59,256 restricted stock units were vested and 59,256 restricted stock units were forfeited.

On October 19, 2017, the Company entered into an amendment to the April 2016 employment agreement (the “Amendment”) of Mr. Hayes. PursuantHayes, pursuant to the Amendment,which, effective January 1, 2017, Mr. Hayes iswas entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company meets or exceeds certain criteria adopted by the Compensation Committee of the Company’s Board of Directors. In addition, Mr. Hayes was awarded a restricted stock unit grant for 30,000 shares of the Company’s common stock under the Company’s 2014Equity Incentive Plan (the “RSU Grant”). The RSU GrantPlan. Such grant shall vest in installments, in tandem with the satisfaction of the same criteria to which the cash bonus is subject. If all criteria are met, 100% of the RSU Grantgrant of restricted stock units shall vest upon the determination of the Compensation Committee, which in any event shall not be later than March 15, 2018.

On June 28, 2021, the Company entered into an amendment to the employment agreement of Mr. Hayes, pursuant to which, effective on July 1, 2021 the term of the employment agreement shall be extended to June 28, 2024 and that Mr. Hayes’ executive compensation will be increased to $500,000 annually. Mr. Hayes was entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company meets or exceeds certain criteria adopted by the Compensation Committee of the Company’s Board of Directors.

All other terms of Mr. Hayes’ employment agreement, effective as of April 1, 2016, as amended on October 9, 2017 and June 28, 2021, remain in full force and effect.

Darrell Dotson

As of February 9, 2023, Mr. Darrell Dotson serves as an advisor to the Company. Mr. Dotson previously served as VP of Drug Development and General Counsel of the Company and resigned from this position as of December 31, 2022. The terms of Mr. Dotson’s compensation for the years ended December 31, 2022 and 2021 were set forth in the following agreements between the Company and Mr. Dotson:

On June 30, 2015, our Board of Directors accepted the resignation of Richard Cohen as Chief Financial Officer, effective immediately. In connection therewith,January 1, 2017, we amended and restated the Company’s consultingentered into an employment agreement with Chord Advisors, LLC (“Chord”) such that Chord would continueMr. Dotson pursuant to provide us with certain financial accountingwhich Mr. Dotson was to serve as the VP of Drug Development and advisory services atGeneral Counsel, for a reduced monthly feeperiod of $10,000 from $20,000.

In connection with Mr. Cohen’s resignation, on June 30, 2015, the Board of Directors appointed Frank Reiner as Interim Chief Financial Officer, effective immediately. Pursuantthree months, which was subject to Mr. Reiner’s employment agreement, the term of Mr. Reiner’s employment is one year and automatically extendsautomatic extension for additional one-year termsthree months unless no less than 60 days’ prior writteneither party provided notice of non-renewal is given bynon-renewal. In consideration for his employment, we agreed to pay Mr. Reiner or us. Mr. Reiner’sDotson a base salary under his employment agreementof $125,000 per annum. Mr. Dotson was $235,000 per year, but in connection with being named Interim Chief Financial Officer, the Board of Directors authorized an amendment to Mr. Reiner’s employment agreement to increase Mr. Reiner’s base salary to $271,000. Mr. Reiner is also entitled to receive an annual bonus in an amount equal to up to 50% of his base salary if we met or exceeded certain criteria adopted by our Compensation Committee. We further agreed to grant executive restricted stock units to Mr. Dotson, pursuant to the Corporation’s 2014 Equity Incentive Plan, in addition to the cash bonus, upon confirmation by the compensation committee.

On March 24, 2020, we entered into an amendment to the employment agreement with Mr. Dotson pursuant to which Mr. Dotson was entitled to receive a base salary of $250,000 per annum. On July 1, 2021, we entered into a second amendment to the employment agreement with Mr. Dotson pursuant to which Mr. Dotson was entitled to receive a base salary of $300,000 per annum.

Under the January 1, 2017 employment agreement with Mr. Dotson, we agreed to, in the event of termination by us without “cause” or pursuant to a change in control, grant Mr. Dotson, in addition to reimbursement of any documented, unreimbursed expenses incurred prior to such date, (i) a cash payment of $250,000 and any unpaid compensation and vacation pay accrued during the term of his employment agreement, and any other benefits accrued to him under any of our benefit plans outstanding at such time, (ii) continuation for a period of twelve (12) months of any benefits as extended to our executive officers from time to time, including but not limited to group health care coverage and (iii) payment on a pro rata basis of any annual bonus or other payments earned in connection with any bonus plans to which Mr. Dotson was a participant as of the date of termination. In addition, any options or restricted stock would be immediately vested upon termination of Mr. Dotson’s employment without “cause” or pursuant to a change in control.

We provided timely notice of non-renewal of Mr. Dotson’s contract ending December 31, 2022 and Mr. Dotson’s employment terminated without “cause” on December 31, 2022. Upon the termination of Mr. Dotson’s employment, Mr. Dotson received a one-time cash payment of $250,000.

Christopher Devall

On July 1, 2022, we entered into an employment agreement with Mr. Christopher Devall pursuant to which Mr. Devall serves as the Vice President, for a period of five years, which shall automatically be extended for an additional year unless either party provides notice of non-renewal. In consideration for his employment, we agreed to pay Mr. Devall a

base salary of $250,000 per annum (which was prorated to $125,000 during the first year). The employment agreement provides for an annual salary of $300,000 in year two and $350,000 in year three through five. Mr. Devall was paid a $50,000 signing bonus in restricted stock that will fully vest on January 1, 2023. Mr. Devall’s employment agreement also provides for an annual bonus of a minimum of $50,000, to be paid in cash of restricted stock based on the determination of the Compensation Committee of the Board determinesof Directors. We further agreed to grant executive restricted stock units (RSUs), pursuant to the Corporation’s 2014 Equity Incentive Plan, in addition to the cash bonus, upon confirmation by the Compensation Committee in the amount of $1,000,000. The RSUs vest on a pro rata basis on each of the twelve calendar quarters starting after the grant date. Mr. Devall is also entitled to the payment or reimbursement of up to $10,000 per month for reasonable out-of-pocket expenses.

The employment agreement also provides for customary events of termination of employment and provides that performance targets have been met. Thein the event of termination as a result of Mr. Devall’s death or disability, Mr. Devall is entitled to severance consisting of (i) twelve (12) months of his then current base salary, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if he elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12) months following the termination of Mr. Devall’s employment the Company will pay such amount of the COBRA premiums so that Mr. Devall is only required to pay the portion of the premiums that active employees are required to pay; and (iii) payment on a pro-rated basis of any annual bonus or other payments earned in connection with any bonus plan to which Mr. Devall was a participant as of the date of death or disability. In the event of termination of Mr. Devall’s employment (i) as a result of the non-renewal of the employment agreement by the Company at the end of the then current term, (ii) by Mr. Devall for “good reason” (as such term is determineddefined in the employment agreement), (iii) by the Company, without cause, or (iv) by Mr. Devall, in the event of a change in control, then Mr. Devall is entitled to the same severance as provided above. Additionally, if termination is by Mr. Devall for good reason or by the Company, without cause, then all equity grants held by Mr. Devall will immediately vest.

Carlos Aldavero

Mr. Carlos Aldavero resigned as the President of Dominari Financial on May 16, 2023. Prior to his resignation, Mr. Aldavero voluntarily surrendered all previously granted executive restricted stock units (“RSUs”) and he surrendered his ability to receive equity grants from the Company in the future. The terms of Mr. Aldavero’s compensation for the year ended December 31, 2022 were set forth in the following agreements between the Company and Mr. Aldavero:

On July 22, 2022, the Company entered into an employment agreement with Mr. Carlos Aldavero to serve as the President of Dominari Financial for a period of three years, which was subject to an automatic extension for an additional year unless either party provided notice of non-renewal. In consideration for his employment, we agreed to pay Mr. Aldavero a base salary of $450,000 per annum (which was prorated to $198,750 during the first year). Following the initial three-year term, the Compensation Committee of the Board had the right to make adjustments to Mr. Aldavero’s base salary as it deemed fit. The employment agreement provided for a cash signing bonus in the amount of $213,000 upon the effective date of the employment agreement. Mr. Aldavero’s employment agreement also provided for an annual bonus at the discretion of the Board, to be paid in cash or restricted stock based on our gross proceeds from certain monetization of our intellectual property. In December 2016, the membersdetermination of the Compensation Committee of the Board of Directors. We further agreed to grant RSUs, pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), in addition to the cash bonus, upon confirmation by the Compensation Committee, in the amount of 50,000 shares. This grant was not made prior to December 31, 2022 because there were not any shares available for grant under the 2014 Plan at that time. The RSUs were to vest on a pro rata basis on each of the ten calendar months starting after the grant date. Mr. Aldavero was also entitled to RSUs in an amount equal to 2.5% of the Company’s fair market value as determined by the Board in good faith. The RSUs were to vest on a pro rata basis on each of the twelve calendar quarters following the grant date. This grant also was not made prior to December 31, 2022 because there were not any shares available for grant under the 2014 Plan at that time.

The employment agreement also provided for customary events of termination of employment and provided that in the event of termination as a result of Mr. Aldavero’s death or disability, Mr. Aldavero was entitled to severance consisting of (i) twelve (12) months of his then current base salary, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if he elected continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12) months following the termination of Mr. Aldavero’s employment, the Company would pay such amount of the COBRA premiums so that Mr. Aldavero was only required to pay Mr. Reiner $60,000 in sharesthe portion of common stockthe premiums that active employees are required to pay; and (iii) payment on a cashpro-rated basis of any annual bonus of $40,000or other payments earned in connection with his performance for the 2016 fiscal year. On March 10, 2017, Mr. Reiner and the Company entered into a separation agreement and general release, pursuantany bonus plan to which Mr. ReinerAldavero was a participant

as of the date of death or disability. In the event of termination of Mr. Aldavero’s employment (i) as a result of the non-renewal of the employment agreement by the Company at the end of the then current term, (ii) by Mr. Aldavero for Good Reason (as such term is defined in the Amended employment agreement), (iii) by the Company, without cause, or (iv) by Mr. Aldavero, in the event of a change in control, then Mr. Aldavero was entitled to the same severance as provided above. Additionally, if termination was by Mr. Aldavero for good reason or by the Company, without cause, then all equity grants held by Mr. Aldavero would have immediately vested. Upon Mr. Aldavero’s resignation, Mr. Aldavero received payments due$225,000 in severance pay.

Outstanding Equity Awards at December 31, 2022

Pay versus Performance

Pursuant to himSection 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding “compensation actually paid”, as defined in Item 402(v). In accordance with SEC rules, the “compensation actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the Summary Compensation Table of the proxy statement as described in the footnotes to the following table.

In accordance with the transitional relief under the termsSEC rules for smaller reporting companies, only two years of his employment agreementinformation is required as wellthis is the Company’s first year of disclosure under Item 402(v) of Regulation S-K.

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(1)      For each year shown, the PEO was the Chief Executive Officer, Anthony Hayes, and the Named Executive Officers were Darrell Dotson, Carlos Aldavero and Christopher Devall.

(2)      The values reflected in this column reflect the “Total Compensation” paid to Mr. Hayes, the Company’s Principal Executive Officer, as set forth in the Summary Compensation Table included in this proxy statement.

(3)      The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Hayes, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hayes during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation actually paid” amounts reported above for Mr. Hayes:

(4)      The dollar amounts reported in this column represent the average of the amounts reported for our Named Executive Officers (NEOs), other than our PEO, in the “Total” column of the Summary Compensation Table in each applicable year. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to our PEO during the applicable year.

(5)      The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs, other than our PEO, as a lumpgroup, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to such persons during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Weil) for each year to determine the compensation actually paid:

(6)      Cumulative Total Share Return (“TSR”) is calculated by dividing the sum payment of $18,504 in lieuthe cumulative amount of his right to continue health insurance coverage underdividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s group health plan.share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(7)      The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

Analysis of the Information Presented in the Pay versus Performance Table

The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

BENEFICIAL OWNERSHIP OF OUR CAPITAL STOCK BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table setstables set forth certain information concerning the number of shares of our Common Stock, Series D Preferred Stock and Series D-1 Preferred Stockcommon stock owned beneficially as of November 1, 2017the Record Date by (i) our officers and directors as a group and (ii) each person (including any group) known to us to own more than 5% of our Commoncommon stock, Series D Preferred Stock, and (ii) our officers and directors as a group.Series D-1 Preferred Stock. As of November 1, 2017the Record Date, there were 6,234,8985,345,312 shares of Common Stockcommon stock outstanding, 4,7253,825 shares of Series D Preferred Stock outstanding and 834 shares of Series D-1D-1 Preferred Stock outstanding. Unless otherwise indicated, it is our understanding and belief that the stockholders listed possess sole voting and investment power with respect to the shares shown.

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(1)      Under Rule 13d-313d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(2)      Based on 6,234,898 shares of our Common Stock outstanding as of November 1, 2017; does not take into account the beneficial ownership limitations governing the Series D Preferred Stock and Series D-1 Preferred Stock. Beneficial ownership limitations on our Series D Preferred Stock prevent the conversion or voting of the stock if the number of shares of Common Stock to be issued pursuant to such conversion or to be voted would exceed, when aggregated with all other shares of Common Stock or other voting stock owned by the same holder at the time, the number of shares of Common Stock which would result in such holder beneficially owning more than 4.99% of all of the Common Stock outstanding at such time. Beneficial ownership limitations on our Series D-1 Preferred Stock prevent the conversion or voting of the stock if the number of shares of Common Stock to be issued pursuant to such conversion or to be voted would exceed, when aggregated with all other shares of Common Stock owned by the same holder at the time, the number of shares of Common Stock which would result in such holder beneficially owning more than 9.99% of all of the Common Stock outstanding at such time.

(3)          Includes 79,761 shares of Common Stock and 28,288 options forto purchase 2,941 shares of Common Stock exercisable as of November 1, 2017.Stock.

(4)(3)      Includes 37,183211,565 shares of Common Stock and 63,814 options forto purchase 2,941 shares of Common Stock.

(4)      Includes 9,885 shares of Common Stock exercisable asand options to purchase 2,941 shares of November 1, 2017.

Common Stock.

(5)      Includes 9,868 options for purchase9,470 shares of Common Stock exercisable asand options to purchase 2,941 shares of November 1, 2017. 

Common Stock.

(6)      Includes 5,921 options for purchase9,470 shares of Common Stock exercisable as of November 1, 2017. 

Effective January 1, 2013, the Company and Equity Stock Transfer, LLC entered into a Rights Agreement, which was subsequently assigned to Transfer Online Inc. as Rights Agent on June 20, 2016. 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 10% or more of our common stock, 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.  On June 9, 2017, the Company and Transfer Online Inc. amended and restated the Rights Agreement to extend the expiration date of the rights contained therein from December 31, 2017 to December 31, 2020. Each right entitles a stockholder to acquire, at a price of $7.46 per one nineteen-hundredth 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. Alternatively, a right holder may electoptions to purchase for the stated price an equivalent number of2,941 shares of our common stock at a price per share equalCommon Stock.

(7)      Includes 9,470 shares of Common Stock and options to one-halfpurchase 2,941 shares of the average market price for a specified period.  In lieuCommon Stock.

(8)      Includes 207,602 shares of the stated purchase price, a right holder may elect to acquire one-halfCommon Stock.

(9)      Includes 613,416 shares of the common stock available under the second option.  The purchase priceCommon Stock.

(10)    Includes 21,033 shares of the preferred stock fractional amount is subject to adjustment for certain events as described in the Agreement. At the discretionCommon Stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The current Board of Directors consists of Mr. Tim S. Ledwick, Mr. Kyle Wool, Mr. Anthony Hayes, Dr. Robert J. Vander Zanden, Mr. Gregory James Blattner, Mr. Paul LeMire, Mr. Robert Dudley, and Mr. Eric Weisblum.Ms. Soo Yu. The Board of Directors has determined that Dr. Vander Zanden, Mr. Ledwick, Mr. Blattner, Mr. LeMire, and Mr. WeisblumDudley are independent directors within the meaning of the applicable NASDAQNasdaq rules. Our Audit, Compensation and Nominating Committees consist solely of independent directors.

Richard Cohen was appointed our Chief Financial Officer on January 6, 2014. In consideration for Mr. Cohen’s services, during 2015, the Company paid to Chord Advisors, LLC, of which Mr. Cohen was chairman and an equity owner, a monthly fee of $20,000. Total fees of $120,000 were paid to Chord while Mr. Cohen served as our Chief Financial Officer. In connection with the resignation of Mr. Cohen on June 30, 2015, our Board of Directors appointed Frank Reiner as Interim Chief Financial Officer. Pursuant to Mr. Reiner’s employment agreement with the Company, dated as of March 14, 2014, as amended, the term of Mr. Reiner’s employment is one year and automatically extends for additional one-year terms unless no less than 60 days’ prior written notice of non-renewal is given by Mr. Reiner or us. Mr. Reiner’s base salary under his employment agreement was $235,000 per year, but in connection with being named Interim Chief Financial Officer, the Board of Directors authorized an amendment to Mr. Reiner’s employment agreement to increase Mr. Reiner’s base salary to $271,000. On March 10, 2017, Mr. Reiner and the Company entered into a separation agreement and general release, pursuant to which Mr. Reiner received payments due to him under the terms of his employment agreement as well as a lump sum payment of $18,504 in lieu of his right to continue health insurance coverage under the Company’s group health plan.

On August 10, 2015, we entered into a consulting agreement with Mr. Howard E. Goldberg (d/b/a Forward Vision Associates, of which Mr. Goldberg is the sole proprietor and owner), on an independent contractor basis, pursuant to which Mr. Goldberg will, among other services, provide advisory services to us in areas including licensing, litigation and business strategies. Mr. Goldberg was also added as a director at that time. We will pay Mr. Goldberg an agreed upon quarterly retainer amount of $20,400 (calculated on an hourly basis) and, if applicable, upon exhaustion of each quarterly retainer, at an hourly rate to be paid in equity (for the first 50 hours above the quarterly retainer), and subsequently (if applicable) at an hourly rate thereafter in cash. We will reimburse Mr. Goldberg for actual out-of-pocket expenses. The consulting agreement with Mr. Goldberg has an initial term of one year, unless he has completed the desired services by an earlier date or unless the agreement is earlier terminated pursuant to its terms. The consulting agreement with Mr. Goldberg may be extended by written agreement of both us and Mr. Goldberg. For the year ended December 31, 2016 and 2015, the Company incurred $40,800 and $42,287, respectively, consulting expenses related to this agreement. Mr. Goldberg resigned as a director of the Company on October 26, 2016 and as of August 2016, Mr. Goldberg no longer serves as a consultant to the Company.

We have not adopted written policies and procedures specifically for related person transactions. Our Board of Directors is responsible to approve all related party transactions, and approved each of the transactions set forth above.transactions.

REPORT OF THE AUDIT COMMITTEE

The following Audit Committee Report shall not be deemed to be “soliciting material,” “filed” with the SEC, or subject to the liabilities of Section 18 of the Exchange Act. Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Exchange Act, that might incorporate by reference future filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report shall not be incorporated by reference into any such filings.

The Audit Committee is comprised of three independent directors (as defined under Rule 5605(a)(2) of the NASDAQNasdaq Stock Market). The Audit Committee operates under a written charter, which is available at www.spherix.comwww.dominari.com and will also be provided in print to any stockholder upon request to the Company’s administrator.

We have reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2016.

2022.

We have reviewed and discussed with management the Company’s outside accounting firm, the quality and the acceptability of the Company’s financial reporting and internal controls.

We have discussed with the Company’s outside accounting firm the overall scope and plans for their audit as well as the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

We have discussed with management and the Company’s outside accounting firm such other matters as required to be discussed with the Audit Committee under Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T, and other auditing standards generally accepted in the United States, the corporate governance standards of the NASDAQNasdaq Stock Market and the Audit Committee’s Charter.

We have received and reviewed the written disclosures and the letter from the Company’s outside accounting firm required by applicable requirements of the PCAOB regarding the Company’s outside accounting firm communications with the Audit Committee concerning independence, and have discussed with the Company’s outside accounting firm, their independence from management and the Company.

Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K10-K for the fiscal year ended December 31, 20162022 for filing with the SEC.

This report is submitted by the Audit Committee of the Board of Directors:

Tim S. Ledwick, Chair

Chairman

Robert J. Vander Zanden

Paul LeMire