NEW YORK, March 23, 2020 /PRNewswire/ -- AIkido Pharma Inc.
(NASDAQ: AIKI) ("AIkido" or the "Company") today announced that its
Board of Directors (the "Board") has acted to preserve and protect
the Company's valuable income tax net operating loss carryforwards
("NOLs") by adopting a stockholder rights plan in the form of a
Section 382 Rights Agreement, dated as of March 23, 2020, by and between the Company and
VStock Transfer LLC (the "Stockholder Rights Plan").
AIkido estimates that its NOLs total over $55 million as of March
31, 2020, which could be used to offset AIkido's future
taxable income and therefore reduce its federal and state income
tax liabilities. AIkido's Stockholder Rights Plan is similar to
plans adopted by numerous other public companies with significant
NOL tax assets.
AIkido's ability to use these tax assets and others which may be
generated would be substantially limited in the event of an
"ownership change" under Sections 382 and 383 of the Internal
Revenue Code and related U.S. Treasury regulations. In general, an
ownership change would occur if AIkido's stockholders who own 5% or
more of AIkido's common stock increase their collective ownership
by more than 50 percentage points within a rolling three-year
period. The Stockholder Rights Plan is intended to reduce the
likelihood of an unintended impairment of AIkido's valuable NOL tax
assets.
To implement the Stockholder Rights Plan, the Board declared a
non-taxable dividend of one preferred share purchase right for each
outstanding share of its common stock. The rights will be
exercisable if a person or group acquires 4.99% or more of AIkido
common stock. AIkido's existing stockholders that beneficially own
in excess of 4.99% of the common stock will be "grandfathered in"
at their current ownership level and the rights then become
exercisable if those stockholders acquire any additional shares. If
the rights become exercisable, all holders of rights, other than
the person or group triggering the rights, will be entitled to
purchase AIkido common stock at a 50 percent discount. Rights held
by the person or group triggering the rights will become void and
will not be exercisable.
The Stockholder Rights Plan will not prevent a takeover, but
should encourage anyone seeking to acquire the Company to negotiate
with the Board prior to attempting a takeover. The Stockholder
Rights Plan contains an exception for offers that meet certain
requirements that are made for all of the shares of common stock of
the Company and that treat all stockholders equally.
The rights issued under the Stockholder Rights Plan will expire
on the close of business on the first day after March 23, 2023. The rights may also expire on an
earlier date if certain events occur, as described more fully in
the Stockholder Rights Plan that the Company will file with the
Securities and Exchange Commission.
Additional information regarding the Stockholder Rights Plan
will be contained in a Form 8-K filing with the Securities and
Exchange Commission.
About AIkido
AIkido was initially formed in 1967 and is currently a
biotechnology company with a diverse portfolio of small-molecule
anti-cancer therapeutics. The Company's platform consists of
patented technology from leading universities and researchers and
we are currently in the process of developing an innovative
therapeutic drug platform through strong partnerships with world
renowned educational institutions, including The University of Texas at Austin and Wake Forest University. Our diverse pipeline of
therapeutics includes therapies for pancreatic cancer, acute
myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL). In
addition, we are constantly seeking to grow our pipeline to treat
unmet medical needs in oncology
Forward-Looking Statements
Certain statements in this press release constitute
"forward-looking statements" within the meaning of the federal
securities laws. Words such as "may," "might," "will," "should,"
"believe," "expect," "anticipate," "estimate," "continue,"
"predict," "forecast," "project," "plan," "intend" or similar
expressions, or statements regarding intent, belief, or current
expectations, are forward-looking statements. While the Company
believes these forward-looking statements are reasonable, undue
reliance should not be placed on any such forward-looking
statements, which are based on information available to us on the
date of this release. These forward looking statements are based
upon current estimates and assumptions and are subject to various
risks and uncertainties, including without limitation those set
forth in the Company's filings with the SEC, not limited to Risk
Factors relating to its business contained therein. Thus, actual
results could be materially different. The Company expressly
disclaims any obligation to update or alter statements whether as a
result of new information, future events or otherwise, except as
required by law.
Contact:
|
|
Investor
Relations:
|
Hayden IR
|
|
Brett Maas, Managing
Partner
|
|
Phone: (646)
536-7331
|
|
Email:
brett@haydenir.com
|
|
www.haydenir.com
|
|
|
AIkido:
|
Phone:
212-745-1373
|
|
Email:
investorrelations@AIkido.com
|
|
AIkido.com
|
View original
content:http://www.prnewswire.com/news-releases/aikido-pharma-inc-adopts-plan-to-preserve-valuable-tax-assets-301028621.html
SOURCE AIkido Pharma Inc.