Dominari Holdings Inc. Reports Material Agreements & Officer Changes

TL;DR

Dominari Holdings (AIKI) filed an 8-K detailing new deals, stock sales, and exec changes. Watch closely.

AI Summary

Dominari Holdings Inc. (formerly AIkido Pharma Inc.) filed an 8-K on February 12, 2025, reporting several key events as of February 10, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The filing also covers Regulation FD disclosures and other events.

Why It Matters

This 8-K filing signals significant corporate activity, including new agreements and potential equity dilution, which could impact the company's financial structure and leadership.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Dominari Holdings Inc. (company) — Filer
• AIkido Pharma Inc. (company) — Former company name
• SPHERIX INC (company) — Former company name
• February 10, 2025 (date) — Earliest event reported date
• February 12, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value DOMH The Nasdaq Capital M
• $3.47 — n Stock at a combined purchase price of $3.47 per share and accompanying Warrants in
• $3.72 — y upon issuance at an exercise price of $3.72 per share and will expire five years fr
• $4.22 — y upon issuance at an exercise price of $4.22 per share and will expire five years fr
• $13.5 m — rom the Offerings will be approximately $13.5 million, before deducting fees and other
• $4 million — ors declared a special cash dividend of $4 million in the aggregate to stockholders of rec

Filing Documents

• ea0230755-8k_dominari.htm (8-K) — 45KB
• ea023075501ex4-1_dominari.htm (EX-4.1) — 99KB
• ea023075501ex4-2_dominari.htm (EX-4.2) — 100KB
• ea023075501ex5-1_dominari.htm (EX-5.1) — 8KB
• ea023075501ex10-1_dominari.htm (EX-10.1) — 179KB
• ea023075501ex10-2_dominari.htm (EX-10.2) — 171KB
• ea023075501ex10-3_dominari.htm (EX-10.3) — 47KB
• ea023075501ex10-4_dominari.htm (EX-10.4) — 52KB
• ea023075501ex99-1_dominari.htm (EX-99.1) — 13KB
• ea023075501ex99-2_dominari.htm (EX-99.2) — 10KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• ex99-2_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-012362.txt ( ) — 1092KB
• domh-20250210.xsd (EX-101.SCH) — 3KB
• domh-20250210_lab.xml (EX-101.LAB) — 33KB
• domh-20250210_pre.xml (EX-101.PRE) — 22KB
• ea0230755-8k_dominari_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Registered Direct and Private Placement On February 10, 2025, Dominari Holdings Inc. (the "Company" or "Dominari") entered into securities purchase agreements (the "RD Purchase Agreement") with certain accredited investors for the sale by the Company of 1,439,467 registered shares of its common stock ("Common Stock"), unregistered Series A warrants ("Series A Warrants") to purchase up to 1,439,467 shares of common stock and unregistered Series B warrants ("Series B Warrants," together with the Series A Warrants, the "Warrants") to purchase up to 1,439,467 shares of Common Stock at a combined purchase price of $3.47 per share and accompanying Warrants in a direct offering. In a concurrent private placement, Dominari also entered into securities purchase agreements (the "PIPE Purchase Agreement," together with the RD Purchase Agreement, the "Purchase Agreements," and the transactions contemplated by the Purchase Agreements, the "Offerings") with certain accredited investors for the sale of 2,436,587 shares of Common Stock, Series A Warrants to purchase up to 2,436,587 shares of Common Stock and Series B Warrants to purchase up to 2,436,587 shares of Common Stock at the same purchase price as in the RD Purchase Agreement. The Series A Warrants are exercisable immediately upon issuance at an exercise price of $3.72 per share and will expire five years from the date of issuance. The Series B Warrants are exercisable immediately upon issuance at an exercise price of $4.22 per share and will expire five years from the date of issuance. The closing of the Offerings is expected to occur on February 12, 2025. Certain officers, directors, employees and members of the Company's advisory board participated in the Offerings on the same terms as the other investors. The gross proceeds to the Company from the Offerings will be approximately $13.5 million, before deducting fees and other offering expenses, and excluding the

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

02 Departure of Directors or Certain Officers; Election

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 10, 2025, the Compensation Committee (the "Committee") of the Company's board of directors granted a nonqualified stock option to purchase 5,000,000 shares of the Company's Common Stock to each of Kyle Wool, the Company's President, and Anthony Hayes, the Company's Chief Executive Officer (collectively, the "Performance Awards"). The Performance Awards were fully vested on the grant date, but cannot be exercised unless both (A) the Company's stockholders approve the Performance Awards or an increase in the number of shares available for grant under the Dominari Holdings Inc. 2022 Equity Incentive Plan (the "Plan") at the Company's next stockholder meeting, such that the full number of shares underlying the Performance Awards may be delivered from the Plan's share limit, and (B) the Company files a Form S-8 with the SEC to register the shares subject to the Performance Awards. The Performance Awards have an exercise price equal to the fair market value of the Company's stock on the grant date and expire on the tenth anniversary of the grant date. The Performance Awards are also subject to such further terms and conditions as are set forth in the Form of Stock Option Agreement filed herewith as Exhibit 10.4. The form of Stock Option Agreement is filed as Exhibits 10.4 to this Current Report on Form 8-K. The foregoing summary of the terms of the Stock Option Agreement is subject to, and qualified in their entirety by, such form, which is incorporated herein by reference. 2

01 Regulation FD

Item 7.01 Regulation FD On February 11, 2025, the Company issued a press release announcing the signing of the Purchase Agreements. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. On February 11, 2025, the Company issued a press release announcing the appointment of the additional members to its advisory board. The full text of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K. The information provided in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. On February 11, 2025, the Company announced that its board of directors declared a special cash dividend of $4 million in the aggregate to stockholders of record as of the close of business on February 24, 2025.

01 Financial

Item 9.01 Financial (d) Exhibits. The Company hereby files or furnishes, as applicable, the following exhibits: Exhibit No. Description 4.1 Form of Series A Warrant. 4.2 Form of Series B Warrant. 5.1 Opinion of Ellenoff Grossman & Schole LLP 10.1 Form of RD Purchase Agreement. 10.2 Form of PIPE Purchase Agreement. 10.3 Form of Advisory Agreement. 10.4 Form of Stock Option Agreement. 23.1 Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1) 99.1* Press Release Announcing the Registered Direct and Private Placement. 99.2* Press Release Announcing Appointment of Advisory Board Members. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished but not filed. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 12, 2025 DOMINARI HOLDINGS INC. By: /s/ Anthony Hayes Name: Anthony Hayes Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR