Significant Investor in AIkido Pharma Issues Open Letter to Board of Directors
07 Giugno 2022 - 10:30PM
Shalom Auerbach, a significant stockholder of AIkido Pharma Inc.
(NASDAQ: AIKI) beneficially owning approximately 3.4% of its common
stock, today issued the following letter to members of the AIkido
Pharma Inc. Board of Directors:
June 7, 2022
AIkido Pharma Inc.One Rockefeller Plaza, 11th
FloorNew York, NY 10020
Dear Members of the Board of Directors:
I am a significant stockholder of AIkido Pharma
Inc. (NASDAQ: AIKI) (“AIKI” or the “Company”), beneficially owning
approximately 3.4% of the Company’s outstanding common stock, and
have a strong interest, shared with my fellow stockholders, in
seeing the Company create value for all of its stockholders.
I am deeply concerned by the Company’s abysmal
stock performance, poor corporate governance and lack of
demonstrated accountability to stockholders. The massive
destruction of stockholder value at AIKI is unacceptable, and the
Board and management urgently need to either redirect the Company
towards setting out a clear business plan to create stockholder
value that firmly establishing accountability to investors, or to
return capital to stockholders.
The Company’s stock price is down 75% over the
past year.1 AIKI management had approximately $77M of cash and
marketable securities on its balance sheet as of year end (not even
counting the Company’s other “investments”), yet the Company’s
current market cap is approximately $24M, roughly 31% that value.2
This shows that stockholders have completely lost faith in the
capability of the Company’s leadership to responsibly manage the
Company, let alone create value for stockholders.
Although the Company bills itself as a
biotechnology company developing intellectual property assets,
Company management appears to be more focused on wagering the
Company’s money on illiquid investments in unrelated businesses.
Recent investments include an enterprise software company, an
electric truck producer, a tele-health business, and a social
networking company for cannabis enthusiasts. Perplexingly, the
Company deposited $5 million with a fund to identify opportunities
to expand the Company’s core business strategies in Asia in April
2021, and incurred $800k in advisory and legal fees over the rest
of the year, but had a balance of $4.2 million in the fund at year
end – what did the Company actually get for those hefty fees? Even
more outrageous, in 2021 the Company paid a firm led by a current
director fees of $1.2M in connection with the Company’s
investments, and in March 2022 the Board approved a deal for the
Company’s CEO to buy a significant stake in that firm.3
Despite the Company’s poor performance, in 2021
the Board continued to reward management with outsized compensation
exclusively in cash and also paid itself exclusively in cash.
Combined with directors’ minimal stock ownership of less than 0.25%
of the shares outstanding, the Company’s compensation of its
executives and directors demonstrates and perpetuates a
misalignment with the best interest of stockholders.4
The Company also has markedly poor corporate
governance, which serves to entrench the Board and protect
directors and management from accountability to stockholders. The
Company maintains a staggered Board and a long-term 4.99% poison
pill that the Board has not put up to a stockholder vote. The
Company also appears to make little effort to genuinely engage with
stockholders around its stockholders meetings. At the 2022 annual
meeting, it appears that less than 15% of the common stock
outstanding actually voted “for” the election of the Company's two
directors up for election, meaning that these directors were
reelected with support of only a fraction the shares outstanding.5
This absurdly low turnout and voter support in my view clearly
demonstrates a lack of appropriate investor engagement and concern
for stockholder views.
The status quo at AIKI is unacceptable. The
Board and management need to take immediate action to halt the
destruction of stockholder value and gain the confidence of
stockholders. In my view, the Company either needs to communicate a
clear business plan to create stockholder value that firmly
establishes accountability to investors, or to return capital to
stockholders.
If the Company continues to show a disregard for
stockholder interests and concerns, I believe that stockholders
will need to consider means of holding the Board and management
accountable in advance of next year’s annual meeting.
I am prepared to meet with the Board to discuss
my views and pathways to creating value for stockholders in the
coming weeks. I look forward to hearing from you, and continuing to
communicate my views to you and the Company’s stockholders.
Sincerely,
Shalom Auerbach
Contact:Sauerbach74@gmail.com (516) 217-3721
1 Closing price on June 7, 2021 compared to June 6, 2022.2 See
AIKI Annual Report on Form 10-K for fiscal year ended December 31,
2021. Market cap reflects closing price on June 6, 2022.3 See AIKI
Annual Report on Form 10-K for fiscal year ended December 31,
2021.4 See AIKI 2022 proxy statement. Director ownership reflects
common stock ownership not including stock options.5 With
89,293,446 shares of common stock issued and outstanding, 3,825
shares of Series D convertible preferred stock issued and
outstanding, 834 shares of Series D-1 Convertible preferred stock
issued and outstanding, 11,000 shares of Series O Preferred Stock
outstanding and 11,000 shares of Series P Preferred Stock
outstanding and eligible to vote, Anthony Hayes received 12,213,453
votes “for” and 4,159,661 votes “withheld”, and Robert Dudley
received 10,958,821 votes “for” and 5,414,293 votes
“withheld”.
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