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 March 31, 2021 ☐ 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 | --- | --- | |-----------------------------------------------------------------------------------| ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) AIkido Pharma is a development-stage biotech firm building a therapeutic pipeline through university-licensed technology and strategic investments - The company operates as a biotechnology firm with a portfolio of small-molecule anticancer and antiviral therapeutics licensed from leading universities[13](index=13&type=chunk) - The core pipeline includes treatments for pancreatic cancer (DHA-dFdC), acute myeloid leukemia (AML), acute lymphoblastic leukemia (ALL), and a broad-spectrum antiviral platform targeting viruses like Influenza, Ebola, and various coronaviruses (including SARS-CoV-2)[13](index=13&type=chunk)[14](index=14&type=chunk)[15](index=15&type=chunk) - Strategic growth initiatives include an investment in Convergent Therapeutics for prostate cancer radionuclide therapy and a license from Silo Pharma for the use of psilocybin in cancer treatment[16](index=16&type=chunk)[18](index=18&type=chunk) - The company has no manufacturing capabilities and will rely on third-party contract manufacturers that adhere to cGMP regulations[54](index=54&type=chunk) - The business is subject to extensive government regulation, primarily by the FDA, which involves a lengthy and complex process for drug approval, including preclinical testing and multi-phase clinical trials[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) [Our Drugs in Development](index=5&type=section&id=Our%20Drugs%20in%20Development) The company's development pipeline features three main candidates for pancreatic cancer, various viruses, and leukemia - **DHA-dFdC (Pancreatic Cancer):** A new compound licensed from the University of Texas at Austin; preclinical studies indicate it is up to **100,000-fold more potent** than the standard therapy, gemcitabine, and overcomes tumor cell resistance[19](index=19&type=chunk)[22](index=22&type=chunk) - **Broad-Spectrum Antiviral Platform (Multiple Viruses):** Licensed from the University of Maryland Baltimore, this platform targets the host SKI complex; lead compounds have shown activity against Influenza, Ebola, Marburg, SARS-CoV, MERS-CoV, and SARS-CoV-2 in early-stage tests[15](index=15&type=chunk)[32](index=32&type=chunk) - **KPC34 (AML & ALL):** A conjugate molecule from Wake Forest University designed to treat acute myeloid leukemia (AML) and acute lymphoblastic leukemia (ALL) by targeting both DNA synthesis and protein kinase C to overcome resistance; however, its main patent expires on August 11, 2021[39](index=39&type=chunk)[44](index=44&type=chunk)[47](index=47&type=chunk) [Licenses](index=10&type=section&id=Licenses) The company holds several exclusive, royalty-bearing license agreements for its key drug candidates and technology platforms - The company holds an exclusive, worldwide license from the University of Texas for the DHA-dFdC drug candidate and related patents[48](index=48&type=chunk) - An exclusive license from Wake Forest University covers patents for the KPC34 drug candidate for AML and ALL[49](index=49&type=chunk) - A Master License Agreement with the University of Maryland Baltimore (UMB) grants exclusive rights to a broad-spectrum antiviral platform targeting the SKI complex[50](index=50&type=chunk) [Risk Factors](index=16&type=section&id=Item%201a.%20Risk%20Factors) The early-stage biotech firm faces significant risks in operations, internal controls, product development, competition, and stock ownership - **Business Risks:** The company is an early-stage, pre-revenue biotechnology company with a limited operating history and a history of losses, making it difficult to evaluate its prospects[87](index=87&type=chunk)[89](index=89&type=chunk)[93](index=93&type=chunk) - **Internal Controls:** A **material weakness in internal control over financial reporting** was identified as of December 31, 2020, due to a lack of segregation of duties and controls over reflecting material transactions[96](index=96&type=chunk) - **Development & Regulatory Risks:** The company's drug candidates are in early development; the clinical trial process is lengthy, expensive, and has a high risk of failure, and the company relies on third parties to conduct these trials[105](index=105&type=chunk)[110](index=110&type=chunk)[117](index=117&type=chunk) - **Competition:** The company faces substantial competition from major pharmaceutical and biotechnology companies with significantly greater financial resources and expertise[121](index=121&type=chunk)[123](index=123&type=chunk) - **COVID-19 Impact:** The pandemic has caused delays in technology development, including manufacturing of DHA-dFdC and research at UMB, and its full impact remains uncertain[102](index=102&type=chunk)[103](index=103&type=chunk) - **Stock Ownership Risks:** The common stock is at risk of being delisted from The Nasdaq Capital Market if it fails to meet continued listing standards; the stock price is highly volatile and thinly traded[125](index=125&type=chunk)[129](index=129&type=chunk)[131](index=131&type=chunk) [Unresolved Staff Comments](index=24&type=section&id=Item%201b.%20Unresolved%20Staff%20Comments) As a smaller reporting company, AIkido Pharma Inc is not required to provide this information [Properties](index=24&type=section&id=Item%202.%20Properties) The company leases office space in New York and Texas, which is considered sufficient for current needs - The company leases one office in New York, NY with a monthly payment of approximately $3,320[142](index=142&type=chunk) - It also leases space in Longview, Texas on a month-to-month basis for about $2,000 per month[142](index=142&type=chunk) [Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) The company is not aware of any material, active, or pending legal proceedings against it - There are no material, active, or pending legal proceedings against the company[143](index=143&type=chunk) [Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=25&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ, no dividends are paid, and equity compensation plan details are provided - The company's common stock trades on the NASDAQ Capital Market under the symbol "AIKI"[147](index=147&type=chunk) - No cash dividends were paid in 2020 or 2019, and the company does not anticipate paying any in the foreseeable future[147](index=147&type=chunk) Equity Compensation Plan Information as of December 31, 2020 | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holder | 384,304 | $40.15 | 4,650,494 | [Selected Financial Data](index=25&type=section&id=Item%206.%20Selected%20Financial%20Data) As a smaller reporting company, AIkido Pharma Inc is not required to provide this information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company is pre-revenue with growing operating losses, but a Q1 2021 financing ensures sufficient cash for future operations Comparison of Operations (in millions) | Metric | FY 2020 | FY 2019 | | :--- | :--- | :--- | | Loss from Operations | $(6.5) | $(5.7) | | Other (Expense) Income | $(5.8) | $1.5 | | Net Loss | $(12.3) | $(4.2) | - The increase in loss from operations was mainly due to a **$1.0 million increase in other R&D expense** and a **$0.9 million increase in G&A expenses**[163](index=163&type=chunk) - The shift to 'Other expense' in 2020 was primarily driven by an **$8.2 million decrease in the fair value** of the company's investment in Hoth common stock[164](index=164&type=chunk) Cash Flow Summary (in millions) | Cash Flow Activity | FY 2020 | FY 2019 | | :--- | :--- | :--- | | From Operations | $(4.0) | $(3.0) | | From Investing | $(25.0) | $1.3 | | From Financing | $31.6 | $1.8 | - In Q1 2021, the company raised gross proceeds of approximately **$86.2 million from a public offering**, ensuring adequate cash to fund operations for at least the next twelve months[167](index=167&type=chunk)[207](index=207&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%207a.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, AIkido Pharma Inc is not required to provide this information [Financial Statements and Supplemental Data](index=31&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplemental%20Data) This section presents audited financial statements for FY2020 and FY2019, showing a growing net loss but strengthened balance sheet Consolidated Balance Sheet Data (in thousands) | Account | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Total Current Assets | $27,731 | $1,129 | | Total Assets | $30,495 | $11,282 | | Total Current Liabilities| $877 | $750 | | Total Stockholders' Equity | $29,618 | $10,532 | Consolidated Operations Data (in thousands) | Account | FY 2020 | FY 2019 | | :--- | :--- | :--- | | Revenues | $0 | $9 | | Loss from Operations | $(6,546) | $(5,685) | | Net Loss | $(12,337) | $(4,183) | | Net Loss Per Share | $(0.44) | $(1.67) | - The company's investment in Hoth Therapeutics decreased in fair value from **$10.1 million at year-end 2019 to $2.8 million at year-end 2020**[233](index=233&type=chunk)[234](index=234&type=chunk) - Subsequent to year-end, in Q1 2021, the company consummated a public offering with gross proceeds of approximately **$86.2 million**, entered into a license agreement with Silo Pharma, and invested **$2 million** in a convertible note from Convergent Therapeutics[291](index=291&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=51&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure [Controls and Procedures](index=51&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were not effective as of year-end 2020 due to identified material weaknesses - Management concluded that **disclosure controls and procedures were not effective** as of December 31, 2020[299](index=299&type=chunk) - Two material weaknesses were identified: (1) **inadequate segregation of duties**, and (2) **lack of controls** to ensure financial statements properly reflect material transactions and developments[305](index=305&type=chunk) - Management is in the process of determining how to implement changes to create an effective system of internal control[301](index=301&type=chunk)[306](index=306&type=chunk) - As a smaller reporting company, the annual report does not contain an attestation report from the independent registered public accounting firm regarding internal control over financial reporting[309](index=309&type=chunk) [Other Information](index=52&type=section&id=Item%209B.%20Other%20Information) None Part III [Directors, Executive Officers and Corporate Governance](index=53&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's leadership team, board structure, and corporate governance policies, including its Code of Ethics - The board consists of six directors: Robert J Vander Zanden (Chairman), Anthony Hayes (CEO), Tim S Ledwick, Gregory James Blattner, Paul LeMire, and Robert Dudley[316](index=316&type=chunk) - The company has a standing Audit Committee comprised of three independent directors, with **Tim S Ledwick serving as the chair and designated audit committee financial expert**[327](index=327&type=chunk) - The company has adopted a Code of Ethics, which is available on its website[326](index=326&type=chunk) [Executive Compensation](index=55&type=section&id=Item%2011.%20Executive%20Compensation) Executive and director compensation for FY2020 is detailed, including salaries, bonuses, and stock option grants Executive Compensation Summary for 2020 | Name and Principal Position | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Anthony Hayes, CEO | 395,341 | 700,000 | 26,910 | 1,122,251 | | Darrell Dotson, VP of Drug Development & General Counsel | 218,750 | 100,000 | - | 318,750 | - Non-employee directors received an annual cash retainer of **$60,000 for 2020**, with the Chairman receiving an additional $5,000[342](index=342&type=chunk) - In December 2020, each non-employee director was granted options to purchase **50,000 shares of Common Stock** at an exercise price of $0.64[341](index=341&type=chunk) [Security Ownership of Certain Beneficial Owners and Management, and Related Stockholders](index=59&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%2C%20and%20Related%20Stockholders) This section details the company's equity structure, with management owning less than 1% of common stock - As of March 25, 2021, there were **88,906,146 shares of Common Stock outstanding**[346](index=346&type=chunk) - All directors and executive officers as a group (6 persons) beneficially own 225,380 shares, which is **less than 1% of the outstanding common stock**[347](index=347&type=chunk) - Chai Lifeline Inc is listed as the beneficial owner of **100% of the outstanding Series D-1 Preferred Stock**[347](index=347&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=61&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) A majority of the Board is independent, and the Board is responsible for approving all related person transactions - The Board has determined that Dr Vander Zanden, Mr Ledwick, and Mr Blattner are **independent directors** within the meaning of applicable NASDAQ rules[349](index=349&type=chunk) - The company has not adopted a written policy for related person transactions; the Board of Directors is responsible for their approval[350](index=350&type=chunk) [Principal Accounting Fees and Services](index=61&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section discloses fees paid to the independent auditor, Marcum LLP, for fiscal years 2020 and 2019 Auditor Fees Paid to Marcum LLP | Fee Category | 2020 | 2019 | | :--- | :--- | :--- | | Audit Fees | $163,770 | $227,630 | | Total | $163,770 | $227,630 | - The Audit Committee has a policy for pre-approving all audit and permissible non-audit services provided by the principal accountants[353](index=353&type=chunk) Part IV [Exhibits, Financial Statements, Schedules](index=62&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statements%2C%20Schedules) This section lists all financial statements and exhibits filed with the annual report, referencing key corporate documents - This section provides a comprehensive list of all exhibits filed with the 10-K report, including various material contracts and corporate documents[357](index=357&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk) [Form 10-K Summary](index=67&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable

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 September 30, 2020 ☐ 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 | --- | --- | |--------------------------------------------------------------------------|----- ...

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, 2020 ☐ 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 | --- | --- | |--------------------------------------------------------------------------|---------- ...

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 March 31, 2020 ☐ 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 | --- | --- | |----------------------------------------------------------------------------|------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ 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 SPHERIX INCORPORATED (Exact name of Registrant as specified in its Charter) Delaware 52-0849320 (State or ot ...

Business Focus and Strategy - The company has transitioned to a technology development focus since 2017, emphasizing biotechnology and blockchain research[85] - The company is focusing on monetizing intellectual property through licensing and litigation strategies[83] - The company has been acquiring existing rights to intellectual property, including patents related to cancer treatments and other technologies[84] Investments and Acquisitions - The company invested $350,000 to acquire a 20% interest in CBM BioPharma, Inc. and certain rights in DatChat, including a senior convertible note of $300,000[86] - The company agreed to pay $8,000,000 for the acquisition of CBM's assets, including $7,000,000 in stock and $1,000,000 in cash[91] - The stock consideration for the CBM acquisition is based on a per-share price of $3.61, limiting CBM's voting control to 9.9%[91] - The proposed merger with CBM was restructured into an Asset Purchase Agreement, terminating the previous merger agreement[92] Financial Performance - The Company incurred a loss from operations of approximately $0.9 million for the three months ended September 30, 2019, a decrease from a loss of $2.0 million in the same period of 2018[103] - For the nine months ended September 30, 2019, the Company reported a loss from operations of approximately $2.5 million, down from $4.8 million in the prior year[105] - The Company recorded a $2.4 million unrealized loss on its investment in Hoth, with the stock price decreasing from $5.82 to $4.41 during the three months ended September 30, 2019[104] Cash Flow and Liquidity - Cash used in operating activities for the nine months ended September 30, 2019 was approximately $2.2 million, compared to $2.3 million in the same period of 2018[111] - The Company generated net cash provided by investing activities of approximately $1.2 million for the nine months ended September 30, 2019, compared to a net cash used of $0.5 million in the prior year[112] - Cash provided by financing activities for the nine months ended September 30, 2019 was $1.3 million, reflecting net proceeds of $0.8 million from the issuance of common stock and warrants[113] - The Company sold 221,000 shares of Common Stock at a purchase price of $2.60 per share, resulting in aggregate gross proceeds of approximately $799,991[101] - The Company has a working capital of approximately $0.5 million as of September 30, 2019, indicating potential liquidity challenges[109] - The Company plans to finance its activities through managing current cash, seeking additional funds, and increasing revenue from patent portfolios and new ventures[108] - There is substantial doubt about the Company's ability to continue as a going concern within one year from the date of this filing due to recurring operating losses and cash flow deficits[110] Shareholder Agreements - The company will retain the first $2,000,000 of gross proceeds from any future equity financing after the acquisition, with CBM receiving the excess[91] - The company has entered into a Leak-Out Agreement with CBM, restricting share sales to no more than 5% of the issued shares per month during a 21-month period[97] IPO and Market Activity - Hoth Therapeutics Inc. completed its IPO with 1,250,000 shares at $5.60 per share, with the company owning approximately 19% of Hoth[87]

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, 2019 ☐ 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 SPHERIX INCORPORATED (Exact name of Registrant as specified in its charter) | --- | --- | |--------- ...

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 March 31, 2019 ☐ 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 SPHERIX INCORPORATED (Exact name of Registrant as specified in its charter) Delaware 52-0849320 (State or other ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ 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 0-5576 SPHERIX INCORPORATED (Exact name of Registrant as specified in its Charter) Delaware 52-0849320 (State or other ...