Item 1.01. Entry Into a Material Definitive
Agreement.
On September 9, 2022, Dominari Financial Inc.,
a Delaware corporation (the “Purchaser”) and wholly owned subsidiary of AIkido Pharma Inc. (“AIkido”) entered
into a membership interest purchase agreement (the “Purchase Agreement”) by and among (i) the Purchaser, (ii) Fieldpoint
Private Securities, LLC, a Connecticut limited liability company (the “Company”) and broker-dealer registered with the Financial
Industry Regulatory Authority (“FINRA”), and (iii) Fieldpoint Private Bank & Trust, a Connecticut bank, and the sole
equity holder of the Company (the “Seller”, and together with the Purchaser and the Company, the “Parties”),
pursuant to which the Purchaser will purchase from the Seller, and the Seller will sell to the Purchaser, 100% of the membership interests
in the Company (the “Membership Interests”). The Purchase Agreement provides that the Purchaser will purchase the Membership
Interests from the Seller for a total purchase price of $2,000,001, subject to adjustment (such purchase together with the other transactions
contemplated by the Purchase Agreement, the “Transaction”). The Transaction will be consummated, in part, to continue AIkido’s
diversification of its business beyond biotechnology and into the financial services sector.
The consummation of the Transaction will occur
by way of two closings, the first of which will consist of the payment by Purchaser to the Seller of $2,000,000 of the Purchase Price
in exchange for a transfer by the Seller to the Purchaser of 20% of the Membership Interests (the “Initial Closing Membership Interests”),
shortly after which a continuing membership application requesting approval for a change of ownership, control, or business operations
will be filed with FINRA in accordance with FINRA Rule 1017 (the “Rule 1017 Application”). In the event that FINRA approves
the Rule 1017 Application, the second closing shall occur, pursuant to which the Purchaser shall pay to the Seller $1.00 of the Purchase
Price in exchange for a transfer by the Seller to the Purchaser of the remaining 80% of the Membership Interests. The Purchase Agreement
provides for a closing price adjustment, such that if the sum of the assets on the balance sheet of the Company as of the second closing
minus the total indebtedness of the Company at such time is equal to an amount less than $2,000,000, the Seller shall pay to the Purchaser
funds equal to the absolute value of such deficit. Conversely, if the resulting amount of such calculation is greater than $2,000,000,
the Purchaser shall pay to the Seller additional funds equal to the amount of such surplus. The purchase price is also subject to a true
up 30 days after closing.
The Purchase Agreement contains customary representations,
warranties and covenants of the Parties for a transaction of this type. The representation and warranties of the Parties survive for
12 months following the second closing date. The Seller and the Company, on the one hand, and the Purchaser, on the other hand, agree
to indemnify the other Party for any inaccuracy or breach of their respective representations and warranties and for any uncured breaches
of their respective covenants.
The consummation of the Transaction is subject
to FINRA’s final approval under FINRA Rule 1017 as well as customary closing conditions, including the accuracy of the Parties’
representations and warranties and compliance with their covenants and agreements contained in the Purchase Agreement and absence of
a material adverse effect on the other Party.
The Purchase Agreement may be terminated under
certain customary and limited circumstances at any time prior to the closing, including by the mutual written consent of the Parties;
or for a material breach of a representation, warranty or covenant on the part of the other Party. The Purchase Agreement may also be
terminated by either Party during a 30-day post-execution due diligence period. Additionally, the Purchaser shall have the right to terminate
the Purchase Agreement if FINRA denies the Rule 1017 Application in a final non-appealable judgment. In the event Purchaser terminates
the Purchase Agreement due to (i) a breach by the Company or Seller or (ii) as a result of a denial of the Rule 1017 Application, Seller
shall pay $2,000,000 to the Purchaser and the Purchaser shall deliver to the Seller the Initial Closing Membership Interests.
The foregoing description of the Purchase Agreement
and the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of
which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The above description of the Purchase Agreement
has been included to provide investors and security holders of AIkido with information regarding the terms of the Purchase Agreement.
It is not intended to provide any other factual information about the Company, the Purchaser, the Seller, AIkido, their respective subsidiaries
and affiliates, or the business of AIkido and its subsidiaries. The representations and warranties made by the Parties in the Purchase
Agreement: (a) were made solely for the benefit of the Parties to the Purchase Agreement; (b) are subject to limitations agreed upon
by the Parties, including being qualified by confidential disclosure schedules; (c) may have been made for the purposes of allocating
contractual risk between the Parties to the Purchase Agreement instead of establishing matters as facts; and (d) are subject to the standards
of materiality applicable to the Parties that may differ from those applicable to investors and security holders. Investors and security
holders should not rely on any representations, warranties, or covenants contained in the Purchase Agreement or any descriptions thereof,
as characterizations of the actual state of facts or conditions of the Company, the Seller, the Purchaser, AIkido, or any of their respective
subsidiaries or affiliates. Information concerning the subject matter of any such representations, warranties, and covenants may change
after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in AIkido’s public disclosures.
Accordingly, investors and security holders should read the representations and warranties in the Purchase Agreement not in isolation
but only in conjunction with the other information about AIkido and its subsidiaries that AIkido includes in reports and statements it
files with the Securities and Exchange Commission.