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: ended March 31, 20222023

 

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________________ to __________ ____________

 

Commission File No.file number: 001-36268

 

MyMD Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

New Jersey 22-2983783

(State or other jurisdiction of

of incorporation)incorporation or organization)

 

(IRSI.R.S. Employer

Identification No.)Number)

855 N. Wolfe Street, Suite 601

Baltimore, MD

21205
(Address of principal executive offices)(Zip Code)

 

855 N. Wolfe Street, Suite 601

Baltimore, MD21205

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (856) 848-8698

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classEach Class: Trading Symbol(s) Name of exchangeEach Exchange on which registeredWhich Registered:
Shares of Common Stock, no par value per share MYMD The NASDAQNasdaq CapitalStock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by sectionSection 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitionsdefinition of “large accelerated filer,” “accelerated filer, “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of May 13, 2022, there were12, 2023, the registrant had 38,058,24539,605,144 shares outstanding of the registrant’s common stock.its Common Stock, no par value per share, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

 

 

EXPLANATORY NOTE

This report is the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 of MyMD Pharmaceuticals, Inc., which was formerly known as Akers Biosciences, Inc. prior to the consummation on April 16, 2021 of the merger described below.

On April 16, 2021, pursuant to the previously announced Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto, dated March 16, 2021 (the Original Merger Agreement, as amended by Amendment No. 1, the “Merger Agreement”), by and among MyMD Pharmaceuticals, Inc., a New Jersey corporation previously known as Akers Biosciences, Inc. (the “Company”), XYZ Merger Sub Inc., a Florida corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation previously known as MyMD Pharmaceuticals, Inc. (“MyMD Florida”), Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of pre-Merger MyMD Florida’s common stock, par value $0.001 per share (the “MyMD Florida Common Stock”), including shares underlying pre-Merger MyMD Florida’s outstanding equity awards, was converted into the right to receive (x) 0.7718 shares (the “Exchange Ratio”) of the Company’s common stock, no par value per share (the “Company Common Stock”), (y) an amount in cash, on a pro rata basis, equal to the aggregate cash proceeds received by the Company from the exercise of any options to purchase shares of MyMD Florida Common Stock outstanding at the effective time of the Merger assumed by the Company upon closing of the Merger prior to the second-year anniversary of the closing of the Merger (the “Option Exercise Period”), such payment (the “Additional Consideration”), and (z) potential milestone payments in shares of Company Common Stock up to the aggregate number of shares issued by the Company to pre-merger MyMD Florida stockholders at the closing of the Merger payable upon the achievement of certain market capitalization milestone events during the 36-month period immediately following the closing of the Merger. Immediately following the effective time of the Merger, the Company effected a 1-for-2 reverse stock split of the issued and outstanding Company Common Stock (the “Reverse Stock Split”). Upon completion of the Merger and the transactions contemplated in the Merger Agreement, (i) the former MyMD Florida equity holders owned approximately 77.05% of the outstanding equity of the Company on a fully diluted basis, assuming the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company Common stock and including 4,188,315 shares of Company Common Stock underlying options to purchase shares of MyMD Florida Common Stock assumed by the company at closing and after adjustments based on the Company’s net cash at closing; and (ii) former Akers Biosciences, Inc. stockholders owned approximately 22.95% of the outstanding equity of the Company.

The Merger is being treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes. MyMD Florida is being treated as the accounting acquirer, as its stockholders control the Company after the Merger, even though Akers Biosciences, Inc. was the legal acquirer.

See Note 1 of the Unaudited Condensed Consolidated Financial Statements for additional information.

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION 
   
Item 1.Financial Statements3
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2931
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk3740
   
Item 4.Controls and Procedures3740
   
PART II – OTHER INFORMATION 
   
Item 1.Legal Proceedings3741
   
Item 1A.Risk Factors3741
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3841
   
Item 3.Defaults Upon Senior Securities3841
   
Item 4.Mine Safety Disclosures3841
   
Item 5.Other Information3842
   
Item 6.Exhibits3942
   
Signatures4144

 

2
 

 

PART I - Financial Information

Item 1. Financial Statements.

 

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

March 31, 20222023 and December 31, 20212022

(unaudited)

 

 (unaudited) (audited)  2023  2022 
 As of  As of 
 March 31, December 31,  March 31, December 31, 
 2022 2021  2023  2022 
ASSETS                
Current Assets                
Cash and Cash Equivalents $1,189,223  $555,947  $188,548  $749,090 
Marketable Securities  7,998,891   11,003,071   15,359,954   4,086,902 
Prepaid Expenses  884,121   1,106,347   738,138   565,787 
                
Total Current Assets  10,072,235   12,665,385   16,286,640   5,401,779 
                
Non-Current Assets                
Operating Lease Right-of-Use Assets  132,750   149,009   123,815   139,662 
Goodwill  10,498,539   10,498,539   10,498,539   10,498,539 
Investment in Oravax, Inc.  1,500,000   1,500,000   1,500,000   1,500,000 
                
Total Non-Current Assets  12,131,289   12,147,548   12,122,354   12,138,201 
                
Total Assets $22,203,524  $24,812,933  $28,408,994  $17,539,980 
                
LIABILITIES                
Current Liabilities                
Trade and Other Payables $2,418,113  $986,626  $1,369,200  $2,673,221 
Due to MyMD Florida Shareholders  29,982   29,982 
Operating Lease Liability  48,669   53,240   68,004   65,780 
Dividends Payable  

158,333

   - 
                
Total Current Liabilities  2,466,782   1,039,866   1,625,519   2,768,983 
                
Non-Current Liabilities                
Due to MyMD Florida Shareholders  29,982   29,982 
Operating Lease Liability, net of current portion  84,619   95,911   58,027   75,941 
Derivative Liabilities  

3,270,500

   - 
Warrant Liabilities  

9,448,000

   - 
        
Total Non-Current Liabilities  114,601   125,893   12,776,527   75,941 
                
Total Liabilities $2,581,383  $1,165,759  $14,402,046  $2,844,924 
                
Commitments and Contingencies  -       -   - 
Series F Convertible Preferred Stock, 15,000 shares designated, no par value and a stated value of $1,000 per share, 15,000 and 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022. Liquidation preference of $15,000,000 plus dividends at 10% per annum of $158,333 as of March 31, 2023.  

912,889

   - 
                
SHAREHOLDERS’ EQUITY        
Preferred Stock, 0 par value, 50,000,000 total preferred shares authorized  

-

   

-

 
Series D Convertible Preferred Stock, 211,353 shares designated, 0 par value and a stated value of $0.01 per share, 72,992 shares issued and outstanding as of March 31, 2022 and December 31, 2021  144,524   144,524 
Preferred Stock, Value  144,524   144,524 
Common stock, 0 par value, 500,000,000 shares authorized 38,058,245 and 37,673,110 issued and outstanding as of March 31, 2022 and December 31, 2021  102,161,218   102,064,218 
STOCKHOLDERS’ EQUITY        
Preferred Stock, no par value, 50,000,000 total preferred shares authorized        
Series D Convertible Preferred Stock, 211,353 shares designated, no par value and a stated value of $0.01 per share, 72,992 shares issued and outstanding as of March 31, 2023 and December 31, 2022  144,524   144,524 
Preferred stock value        
Common stock, no par value, 500,000,000 shares authorized 39,470,009 issued and outstanding as of March 31, 2023 and December 31, 2022  108,378,504   108,309,436 
Accumulated Deficit  (82,683,601)  (78,561,568)  (95,428,969)  (93,758,904)
                
Total Shareholders’ Equity  19,622,141   23,647,174 
Total Stockholders’ Equity  13,094,059   14,695,056 
                
Total Liabilities and Shareholders’ Equity $22,203,524  $24,812,933 
Total Liabilities and Stockholders’ Equity $28,408,994  $17,539,980 

 

See accompanying notes to thethese condensed consolidated financial statementsstatements.

 

3
 

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

 

  2022  2021 
  For the Three Months Ended 
  March 31, 
  2022  2021 
Product Revenue $-  $- 
Product Cost of Sales  -   - 
Gross Income  -   - 
         
Administrative Expenses  1,395,112   1,078,163 
Research & Development Expenses  2,629,741   1,350,976 
Interest Expense & Accretion of Debt Discount  -   660,564 
Share Based Compensation  97,000   - 
         
Loss from Operations  (4,121,853)  (3,089,703)
         
Other (Income) Expenses        
Loss on Investments  1,650   - 
Loss on Fair Market Value of Equity Investments  3,092   - 
Interest & Dividend Income  (120)  - 
Uninsured Casualty Gain  (4,442)  - 
Total Other Expense  180   - 
         
Loss Before Income Tax  (4,122,033)  (3,089,703)
         
Income Tax Benefit  -   - 
         
Net Loss $(4,122,033) $(3,089,703)
         
Basic and Diluted loss per common share $(0.11) $(0.11)
         
Weighted average basic common shares outstanding  38,122,928   28,553,307 
  2023  2022 
  For the Three Months Ended March 31, 
  2023  2022 
Product Revenue $-  $- 
Product Cost of Sales  -   - 
Gross Income  -   - 
         
Administrative Expenses  987,987   1,395,112 
Research and Development Expenses  770,430   2,629,741 
Stock Based Compensation  

69,068

   

97,000

 
Warrant Issuance Expenses  762,834   - 
         
Loss from Operations  (2,590,319)  (4,121,853)
         
Other (Income) Expenses        
Interest and Dividend Income  (25,824)  (120)
(Gain)/Loss on Sales of Marketable Securities  (175)  1,650 
Change in Fair Value of Marketable Securities  1,712   3,092 
Uninsured Casualty Losses  -   (4,442)
Change in Fair Value of Warrant Liabilities  

(1,175,000

)  - 
Change in Fair Value of Derivative Liabilities  

120,700

   - 
         
Total Other (Income) Expenses  (1,078,587)  180 
         
Loss Before Income Tax  (1,511,732)  (4,122,033)
         
Income Tax Benefit  -   - 
         
Net Loss (1,511,732) (4,122,033)
         
Preferred Stock Dividends  

158,333

   - 
         
Net Loss Attributable to Common Stockholders $

(1,670,065

) $

(4,122,033

)
         
Basic and Dilutive net loss per common share $(0.04) $(0.11)
         
Weighted average basic and diluted common shares outstanding  39,787,242   38,122,928 

 

See accompanying notes to thethese condensed consolidated financial statementsstatements.

 

4
 

 

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

CondensedCondensed Consolidated Statement of Changes in Shareholders’Stockholders’ Equity

For the Three Months Ended March 31, 20222023 and 20212022

(unaudited)

  Shares  Series D  Shares  Stock  Deficit  Equity 
  Series D Convertible             
  Preferred Stock  Common Stock       
           Common  Accumulated  Total 
  Shares  Series D  Shares  Stock  Deficit  Equity 
Balance at December 31, 2021  72,992  $144,524   37,673,110  $102,064,218 -$(78,561,568) $23,647,174 
Net loss  -   -   -   - - (4,122,033)  (4,122,033)
Exercise of prepaid equity forward contracts for common stock  -   -   385,135  -   -   - 
Stock-based compensation – stock options  -   -   -   81,002   -   81,002 
Stock-based compensation – restricted stock units  -   -   -   15,998   -   15,998 
                         
Balance at March 31, 2022  72,992  $144,524    38,058,245  $  102,161,218 -$  (82,683,601) $  19,622,141 

  Shares  Series D  Shares  Stock  Capital  Deficit  Equity 
  Series D Convertible                
  Preferred Stock  Common Stock  Additional       
           Common  Paid-in  Accumulated  Total 
  Shares  Series D  Shares  Stock  Capital  Deficit  Equity 
Balance at December 31, 2020  -       -   28,553,307   4,004   43,411,487   (48,672,523)  (5,257,032)
Net Loss  -   -   -   -   -   (3,089,703)  (3,089,703)
                             
Balance at March 31, 2021  -   -    28,553,307   4,004     43,411,487   (51,762,226)    (8,346,735)
                         
  Series F Convertible  

Series D

Convertible  

          
  Preferred Stock  Preferred Stock  Common Stock       
  Shares  Series F  Shares  Series D  Shares  Common Stock   Accumulated Deficit    Total Equity   
Balance at December 31, 2022  -  $-   72,992  $144,524   39,470,009  $108,309,436  $(93,758,904) $14,695,056 
Net loss  -   -   -   -   -   -   (1,511,732)  (1,511,732)
Issuance of 15,000 shares of Series F Convertible Preferred Stock, net of discount and offering costs of $14,087,111  15,000   912,889   -   -   -   -   -   - 
Series F Convertible Preferred Stock Dividend  -   -   -   -   -   -   (158,333)  (158,333)
Stock-based compensation – stock options  -   -   -   -   -   69,068   -   69,068 
                                 
Balance at March 31, 2023  15,000  $912,889   72,992  $144,524   39,470,009  $108,378,504  $(95,428,969) $13,094,059 

  Series F Convertible  Series D Convertible             
  Preferred Stock  Preferred Stock  Common Stock       
  Shares  Series F  Shares  Series D  Shares  Common Stock  Accumulated Deficit  Total Equity 
Balance at December 31, 2021  -   -   72,992  $144,524   37,673,110  $102,064,218  $(78,561,568) $23,647,174 
Net loss     -    -   -   -   -   (4,122,033)  (4,122,033)
Exercise of prepaid equity forward contracts for common stock  -   -   -   -   385,135   -   -   - 
Stock-based compensation – stock options  -   -   -   -   -   81,002   -   81,002 
Stock-based compensation – restricted stock units  -   -   -   -   -   15,998   -   15,998 
                                 
Balance at March 31, 2022  -  $-   72,992  $144,524   38,058,245  $102,161,218  $(82,683,601) $19,622,141 

See accompanying notes to thethese condensed consolidated financial statements

 

5
 

 

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

  2022  2021 
  For the Three Months Ended 
  March 31, 
  2022  2021 
Cash flows from operating activities:        
Net loss $(4,122,033) $(3,089,703)
Adjustments to reconcile net loss to net cash used in operating activities:        
Accrued interest/dividends  -   52,104 
Accretion of Debt Discount  -   608,460 
Loss on sale of securities  1,650   - 
Loss on fair market value of equity investments  3,092   - 
Share based compensation – restricted shares issued to vendors  15,998   - 
Share based compensation – stock options issued to employees  81,002   - 
Changes in assets and liabilities        
Decrease/(increase) in prepaid expenses  222,226   (4,097)
Increase in trade and other payables  1,431,487   927,935 
Increase in right-of-use liabilities  396   119 
Net cash used in operating activities  (2,366,182)  (1,505,182)
         
Cash flows from investing activities:        
Purchases of marketable securities  (562)  - 
Proceeds from sale of marketable securities  3,000,000   0 
Net cash provided by investing activities  2,999,438   - 
         
Cash flows from financing activities        
Net proceeds form note payable  -   1,800,000 
Net proceeds from borrowings  -   (5,818)
Net cash provided by financing activities  -   1,794,182 
         
Net increase in cash  633,256   289,000 
Cash at beginning of period  555,967   148,284 
Cash at end of period $1,189,223  $437,284 
         
Supplemental cash flow information        
Cash paid for:        
Interest $-  $- 
Income Taxes $-  $- 
  2023  2022 
  For the Three Months Ended March 31, 
  2023  2022 
Cash flows from operating activities:        
Net loss from ongoing operations $(1,511,732) $(4,122,033)
Adjustments to reconcile net loss to net cash used in operating activities:        
Change in fair value of warrant liabilities  

(1,175,000

)  - 
Change in fair value of derivative liabilities  

120,700

   - 
(Gain)/loss on sale of marketable securities  (175)  1,650 
Change if fair value of marketable securities  1,712   3,092 
Stock based compensation:        
Options issued to key employees  19,908   81,002 
Options issued to non-employees  49,160   15,998 
Change in assets and liabilities        
Prepaid expenses  (172,351)  222,226 
Trade and other payables  (1,304,021)  1,431,487 
Operating leases  157   396 
Net cash used in operating activities  (3,971,642)  (2,366,182)
         
Cash flows from investing activities:        
Purchases of marketable securities  (13,024,559)  (562)
Proceeds from sale of marketable securities  1,749,970   3,000,000 
Net cash provided by/(used in) investing activities  (11,274,589)  2,999,438 
         
Cash flows from financing activities        
Net proceeds from the issuance of Series F Convertible Preferred Stock, net of offering costs  14,685,689   - 
Net cash provided by financing activities  14,685,689   - 
         
Net increase/(decrease) in cash and cash equivalents  (560,542)  633,256 
Cash and cash equivalents at beginning of period  749,090   555,967 
Cash and cash equivalents at end of period $188,548  $1,189,223 
         
Supplemental cash flow information        
Cash paid for:        
Interest $-  $- 
Income Taxes $-  $- 
         
Supplemental Schedule of Non-Cash Financing and Investing Activities        
Accrual of Series F Convertible Preferred Stock Dividend $

158,333

  $- 
Initial fair value of warrant liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants $

10,623,000

  $- 
Initial fair value of derivative liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants $

3,149,800

  $- 

 

See accompanying notes to thethese condensed consolidated financial statementsstatements.

 

6
 

 

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1 – Organization and Description of Business

 

MyMD Pharmaceuticals, Inc., previously known as Akers Biosciences, Inc., is a New Jersey corporation (“MyMD”). These condensed consolidated financial statements include fourtwo wholly owned subsidiaries as of March 31, 2022, MyMD Pharmaceuticals (Florida), Inc. (“MyMD Florida”), XYZ Merger Sub, Inc. (“Merger Sub”),2023, Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation, (together, the “Company”). All material intercompany transactions have been eliminated in consolidation.

 

MyMD FloridaPharmaceuticals (Florida), Inc. (“MyMD Florida”) was formed in 2014 and is a Florida-based clinical development stage biopharmaceutical company that is developing its product candidate, MYMD-1, as an immuno regulator to treat autoimmune diseases, ageing-related diseases. Substantive operations began in 2016 and the Company’s Investigative New Drug application was filed with the U.S. Food and Drug Administration in December 2018. MyMD Florida completed its first-in-human Phase 1 clinical trial in December 2019. A second Phase 1 dosing study was completed in December 2021. MYMD-1 is being developed to treat age-related illnesses such as frailty and sarcopenia. MYMD-1 works by regulating the release of numerous pro-inflammatory cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”). MYMD-1 currently is being evaluated in a multicenter Phase 2 clinical trial in patients with sarcopenia and frailty (age-related muscle loss). MyMD Florida’s intellectual property portfolio consists of 15 U.S. granted patents, 10 granted foreign patents and 23 pending applications (3 US, 19 foreign, one international).

 

Supera Pharmaceuticals, Inc. (“Supera”) was formed in September 2018 and is a Florida based development company that is developing its product candidate “Supera-CBD” as an FDA-approved synthetic analog of naturally grown cannabidiols. Substantially all of Supera’s research and development activities in 2020 and 2021 were related to intellectual property development and securing patents, along with product manufacturing and planning initial pre-clinical development activities. During the year ended December 31, 2021, these activities included preclinical work on Supera-CBD confirming it effectiveness in treating anxiety. The preclinical data was presented at the 4th Annual International Cannabinoid Summit describing the superior potency of Supera-CBD. Supera-CBD preclinical genotoxicity studies were completed in February 2022.

 

OnApril 16, 2021, pursuant to the previously announced Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto, dated March 16, 2021 the Original Merger Agreement, as amended by Amendment No. 1 (the “Merger Agreement”), by and among MyMD, XYZ Merger Sub, Inc. (“Merger Sub”) and MyMD Florida, Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of MyMD (the “Merger”). At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of pre-Merger MyMD Florida’s common stock,Common Stock, par value $0.001 per share (the “MyMD Florida Common Stock”), including shares underlying pre-Merger MyMD Florida’s outstanding equity awards, was converted into the right to receive (x) 0.7718 shares (the “Exchange Ratio”) of MyMD’s common stock,Common Stock, no par value per share (the “Company Common Stock” or “Common Stock”), (y) an amount in cash, on a pro rata basis, equal to the aggregate cash proceeds received by the Company from the exercise of any options to purchase shares of MyMD Florida Common Stock outstanding at the effective time of the Merger assumed by the Company upon closing of the Merger prior to the second-year anniversary of the closing of the Merger (the “Option Exercise Period”), such payment (the “Additional Consideration”), and (z) potential milestone payment in shares of Company Common Stock up to the aggregate number of shares issued by the Company to pre-Merger MyMD Florida stockholders at the closing of the Merger (the “Milestone Payments”) payable upon the achievement of certain market capitalization milestone events during the 36-month period immediately following the closing of the Merger (the “Milestone Period”). Immediately following the effective time of the Merger, the Company effected a 1-for-2 reverse stock split of the issued and outstanding Company Common Stock (the “Reverse Stock Split”).

 

7
 

 

On April 16, 2021, MyMD Florida entered into an Asset Purchase Agreement with Supera, a related company through common control, in which Supera was acquired by MyMD Florida through the issuance of 33,937,909 shares of pre-Merger MyMD Florida’s common stock.Florida Common Stock. The Supera entity was dissolved pursuant to this transaction.

 

In connection with the closing of the Merger, the Company changed its name to MyMD Pharmaceuticals, Inc. and the Company’sCompany Common Stock, listed on The Nasdaq Capital Market, previously trading through the close of business on April 16, 2021 under the trading symbol “AKER”, commenced trading on The Nasdaq Capital Market, on a post-Reverse Stock Split adjusted basis, under the trading symbol “MYMD” on April 19, 2021.

On April 8, 2022, the MyMD Florida subsidiary was dissolved and merged into the New Jersey corporation MyMD Pharmaceuticals, Inc. pursuant to an Agreement and Plan of Merger dated April 8, 2022.

 

Note 2 – Significant Accounting Policies

 

(a) Basis of Presentation

 

The Condensed Consolidated Financial Statementscondensed consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP).

 

The accompanying unaudited condensed financial statements have been prepared by the Company. These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in Note 2 Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 31, 20222023 (the “2021“2022 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 20212022 Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three months ended March 31, 20222023 may not be necessarily indicative of the operating results expected for the full year.

The Company effected a 1-for-2 reverse stock splitimmediately following the effective time of the Merger. No fractional shares were issued in connection with the Reverse Stock Split. Each stockholder who did not have a number of shares evenly divisible pursuant to the Reverse Stock Split ratio and who would otherwise be entitled to receive a fractional share of Company Common Stock was entitled to receive an additional share of Company Common Stock. The number of shares on equity related disclosures included in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and accompanying notes, were retroactively adjusted to reflect the effects of the Reverse Stock Split and the Exchange Ratio.

 

(b) Use of Estimates and Judgments

 

The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for recording research and development expenses, impairment of intangible assets and the valuation of share-based payments.

 

(c) Functional and Presentation Currency

 

These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

 

8
 

 

(d) Comprehensive Loss

 

The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive loss. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since the Company has no items of other comprehensive income (loss), comprehensive loss is equal to net loss.

 

(e) Cash and Cash Equivalents

 

The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents.

 

(f) Fair Value of Financial Instruments

 

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended March 31, 2023. The Company’s financial instruments consistcarrying amounts of cash equivalents, accounts receivable, other current assets, other assets, accounts payable, and cash equivalents, marketable securities, receivables and trade and other payables.accrued expenses approximated their fair values as of March 31, 2023 due to their short-term nature. The carryingfair value of cash and cash equivalents, receivables and trade and other payables approximate theirthe bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value because of their short maturities.the Company’s common stock and estimates for the equity volatility and traded volume volatility of the Company’s common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and the probability of default. The fair value of the warrant liabilities was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate.

Fair Value Measurement

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

 

 Level 1Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability tocan access.
 Level 2Inputs to the valuation methodology include:
  quoted prices for similar assets or liabilities in active markets;
  quoted prices for identical or similar assets or liabilities in inactive markets;
  inputs other than quoted prices that are observable for the asset or liability;
  inputs that are derived principally from or corroborated by observable market data by correlation or other means
  If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
 Level 3Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

 

9
 

 

(f) Fair Value of Financial Instruments, continued

 

The following is a description of the valuation methodologies used for assets measured at fair value as of March 31, 20222023 and December 31, 2021.2022.

Schedule of Marketable Securities

Marketable Securities: Valued using quoted prices in active markets for identical assets.

Schedule of Marketable Securities 

  Quoted Prices in
Active
Markets for Identical Assets
or Liabilities
(Level 1)
  Quoted Prices for
Similar Assets or
Liabilities in Active
Markets
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 
Marketable securities at March 31, 2022 $7,998,891  $           -  $- 
             
Marketable securities at December 31, 2021 $11,003,071  $    -  $             - 
  

Quoted Prices

in Active

Markets for

Identical

Assets or

Liabilities

(Level 1)

  

Quoted Prices

for Similar

Assets or

Liabilities in

Active

Markets

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 
Marketable securities at March 31, 2023 $15,359,954  $         -  $            - 
             
Marketable securities at December 31, 2022 $4,086,902  $-  $- 

 

Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year.

 

As of March 31, 2023 and December 31, 2022, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the three months ended March 31, 2023 and 2022 was a loss of $1,712 and $3,092., respectively.

 

Gains and losses resulting from the sales of marketable securities were gains of $175 and losses of $1,650 and $0 for the three months ended March 31, 20222023 and 2021,2022, respectively.

 

Proceeds from the sales of marketable securities in the three months ended March 31, 20222023 and 20212022 were $3,000,0001,749,970 and $03,000,000, respectively. Purchases of marketable securities in the three months ended March 31, 2023 and 2022 were $13,024,559 and $562, respectively.

 

Fair Value on a Recurring Basis

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and bifurcated embedded derivatives represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of Fair Value Hierarchy of the Valuation Inputs

     March 31 
Description Level  2023 
Liabilities:        
Warrant liabilities (Note 3)  3  $9,448,000 
Derivative liabilities (Note 3)  3  $3,270,500 

The following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring basis:

Schedule of Change in the Fair Value of Warrant Liability

Balance on December 31, 2022 $- 
Issuance of warrants reported at fair value  10,623,000 
Change in fair value of warrant liabilities  (1,175,000)
Balance on March 31, 2023 $9,448,000 

The following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on a recurring basis:

Schedule of Change in the Fair Value of Bifurcated Embedded Derivative Liability

Balance on December 31, 2022 $- 
Issuance of convertible preferred stock with derivative liabilities  3,149,800 
Change in fair value of derivative liabilities  120,700 
Balance on March 31, 2023 $3,270,500 

(g)Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” If liability accounting is required, the Company’s derivative instruments are recorded at fair value at the issuance date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.

The Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as liabilities. The Company has also determined that the following embedded features in the preferred stock are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities. The fair value of the warrants and embedded features are estimated using internal valuation models. The Company’s valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled.

(h) Prepaid Expenses

 

Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid insurance and research and development expenses.

 

(h)(i) Concentrations

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. At times, the Company’s cash in banks is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with three banks as of March 31, 20222023.

 

(i)(j) Risk Management of Cash and Investments

 

It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds.

 

The Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm.

 

10
 

 

(j)(k) Investments

Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323.

 

In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following:

 

 a)Representation on the Board of Directors
 b)Participation in policy-making processes
 c)Material intra-entity transactions
 d)Interchange of management personnel
 e)Technological dependencies
 f)Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small.

The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method.

 

TheIn accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc. (“Oravax”) (Note 3) as an equity security without a readily determinable fair value. Under this election, an equity security without a readily available fair value is accountedreflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for using the cost method.identical or a similar investment of the same issuer. At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment and its carry amount. As of March 31, 2023, the Company performed a qualitative assessment to evaluate whether the investment is impaired and determined that the investment was not impaired and thus no adjustment to fair market value was required as of March 31, 2023.

(k)(l) Property, Plant and Equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset.

 

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Condensed Consolidated Statements of Comprehensive Loss.

 

Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives.

The estimated useful lives for the current and comparative periods are as follows:

Schedule of Estimated Useful Lives of Property Plant and Equipment

  Useful Life
  (in years)
Plant and equipment 5-12
Furniture and fixtures 5-10
Computer equipment & software 3-5
Leasehold Improvements Shorter of the remaining lease or estimated useful life

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

 

(l)(m) Intangible Assets

The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Condensed Consolidated Statements of Comprehensive Loss.

 

11

Patents and Trade Secrets

Propriety protection for the Company’s products, technology and process is important to its competitive position. As of May 12, 2022,March 31, 2023, the Company has 16 issued U.S. patents, 1050 foreign patents, three pending U.S. patent applications one pending international application, and 1915 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remediesavenues available to the Company.

11

 

The Company records expenses related to the application for and maintenance of patents as a component of research and development expenses on the Condensed Consolidated Statement of Comprehensive Loss.

 

Patent Costs

 

Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary.

 

Other Intangible Assets

Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses.

 

Amortization

 

Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows:

Schedule of Condensed Consolidated Balance Sheet Information Related to Operating LeaseEstimated Useful Lives of Intangible Assets

  Useful Life
  (in years)
Patents and trademarks 12-17

 

(m)(n) Goodwill

 

Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts.

 

(n)(o) Recoverability of Long-Lived Assets

In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment.

12

 

The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets.

 

(o)(p) Right-of-Use Assets

The Company leasesleased a facility in Tampa, Florida (“Hyde Park”) under an operating lease (“Hyde Park Lease”) with annual rentals of $22,048 to $23,320 plus certain operating expenses. The Hyde Park facility houseshoused the MyMD Florida operations. The Hyde Park Lease took effect on July 1, 2019 for a term of 36 months to expire on June 30, 2022.

12

The Company leased an aircraft under an operating lease (“Supera Aviation”) with annual rentals of $600,000 plus certain operating expenses. The Supera Aviation lease took effect on October 26, 2018 for a term of 36 months to expire on September 26, 2021. The Company cancelled the Supera AviationHyde Park lease in April 2021 without penalty.

The Company leases a facility in Baltimore, Maryland (“2020 Wolfe St”) under an operating lease (“2020 Baltimore Lease”) with annual rentals of $24,000 to $25,462 plus certain operating expenses. The 2020 Baltimore Lease took effect on November 9, 2020 for a term of 12 months with automatic renewals unless a sixty day notice is provided. The initial term expires on November 30, 2021. On November 17, 2021, the 2020 Baltimore Lease was cancelledMarch 2022 without penalty.

 

The Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $52,800 to $56,016 plus certain operating expenses. The 2021 Baltimore Lease took effect on November 17, 2021 for a term of 12 months with automatic renewals unless a sixty daysixty-day notice is provided. The initial term expires on November 30, 2022. The lease renewed effective December 1, 2022 for a term of 12 months with automatic renewals unless a sixty-day notice is provided.

The Company leases a facility in Tampa, Florida (“Platt St”) under an operating lease (“Platt Street Lease”) with annual rentals of $22,030 to $23,259 plus certain operating expenses. The Platt Street Lease took effect on April 1, 2022 for a term of 36 months. The initial term expires on March 31, 2025.

 

On January 1, 2019 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2019.

The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise.

13

 

For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification.

 

For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment.

 

Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term.

 

13

The Company’s operating leases are comprised of the Supera Aviation, the Hyde Park, the 2020 Wolfe St2021 Baltimore Lease and the 2021 Wolfe St. leasesPlatt Street Lease on the Condensed Consolidated Balance Sheet. The information related to these leases are presented below:

Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease

 As of March 31, 2022 As of December 31, 2021                   
Balance Sheet Hyde 2021 Wolfe     Hyde 2021 Wolfe    
Location Park Street Total Park Street Total 
 As of March 31, 2023  As of December 31, 2022 
 Platt Street 2021 Baltimore     Platt Street 2021 Baltimore    
Balance Sheet Location Lease  Lease  Total  Lease  Lease  Total 
Operating Lease                                                
Lease Right of Use $6,154  $126,596  $132,750  $12,156  $136,853  $149,009  $40,802  $83,013  $123,815  $45,353  $94,309  $139,662 
Lease Payable, current  6,158   42,511   48,669   12,164   41,076   53,240   19,367   48,637   68,004   18,741   47,039   65,780 
Lease Payable - net of current  -   84,619   84,619   -   95,911   95,911   22,046   35,981   58,027   27,070   48,871   75,941 

 

The following provides details of the Company’s lease expense:

Schedule of Lease CostExpense

                   
  Three Months Ended
March 31, 2023
  Three Months Ended
March 31, 2022
 
  Platt Street  2021 Baltimore     Hyde Park  2021 Baltimore    
Lease Expenses Lease  Lease  Total  Lease  Lease  Total 
Operating Leases                        
Lease Costs $5,660  $13,600  $19,260  $6,261  $13,200  $19,461 

  Three Months Ended March 31, 2022  Three Months Ended March 31, 2021 
  Hyde  2021 Wolfe       Supera  Hyde  2020 Wolfe    
Lease Expenses Park  Street  Total  Aviation  Park  Street  Total 
Operating Leases                            
Lease Costs $6,261  $13,200  $19,461  $150,000  $6,319  $6,000  $162,319 
14

 

Other information related to leases is presented below:

Schedule of Other Information Related to Leases

 As of March 31, 2022  As of March 31, 2023 
 Hyde 2021 Wolfe     Platt 

2021

Baltimore

    
Other Information Park Street Total  Street Lease  Lease  Total 
Operating Leases                        
Operating cash used $4,622  $11,804  $16,426  $4,266  $13,956  $18,222 
Average remaining lease term  3   32   18   24   20   22 
Average discount rate  10.0%  10.0%  10.0%  10.0%  10.0%  10.0%

 

As of March 31, 2022,2023, the annual minimum lease payments of the Company’s operating lease liabilities were as follows:

Schedule of Operating Lease Minimum Lease Payments

 As of March 31, 2022  Street Lease  Lease  Total 
 Hyde  2021 Wolfe    As of March 31, 2023 
 Park Street Total  Platt 

2021

Baltimore

    
For Years Ending March 31,            
2022 $12,521  $52,932  $65,453 
2023  -   54,520   54,520 
 Street Lease  Lease  Total 
For Years Ending December 31,            
2023 (nine months) $16,978  $40,924  $57,902 
2024  -   51,348   51,348   23,103   51,348   74,451 
2025  5,814   -   5,814 
Total future minimum lease payments, undiscounted $12,521  $158,800  $171,321  $45,895  $92,272  $138,167 
Less: Imputed interest  8   25,072   25,080   4,482   7,654   12,136 
Present value of future minimum lease payments $12,513  $133,728  $146,241  $41,413  $84,618  $126,031 

 

(p)(q) Revenue Recognition

The Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle:

 

 1)Identify the contract with the customer
 2)Identify the performance obligations in the contract
 3)Determine the transaction price
 4)Allocate the transaction price to the performance obligations in the contract
 5)Recognize revenue when the company satisfies a performance obligation

(q)(r) Income Taxes

 

The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

 

The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of March 31, 2022, and2023and December 31, 2021,2022, no liability for unrecognized tax benefits was required to be reported.

 

1415
 

 

There iswas no income tax benefit recorded for the losses for the three months ended March 31, 20222023 and 20212022 since management has determined that the realization of the net deferred tax assets is not assuredmore likely than not to be realized and has createdrecorded a full valuation allowance foron the entire amount of suchnet deferred tax benefits.assets.

 

The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense.expenses. There were no amounts accrued for penalties and interest for the three months ended March 31, 20222023 and 2021.2022. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

 

Tax years from 2019 through 2022 remain subject to examination by federal and state jurisdictions.

(r)(s) Basic and Diluted Earnings per Share of Common Stock

 

Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive.

 

Diluted net loss per share is computed using the weighted average number of shares of commonCommon Stock and dilutive potential common stockCommon Stock outstanding during the period.

 

As the Company reported a net loss for the three months ended March 31, 2023 and 2022, and 2021, common stockCommon Stock equivalents were anti-dilutive.

 

TheAs of March 31, 2023 and 2022, the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

  2022  2021 
  

For the Three Months Ended

March 31,

 
  2022  2021 
Stock Options  4,376,737   4,188,315 
Restricted Stock Units  2,795,000   - 
Warrants to purchase common stock  5,072,432   - 
Pre-funded Warrants to purchase common stock  135,135   - 
Series D Preferred Convertible Stock  36,496   - 
Warrants to purchase Series C Preferred stock  27,500   - 
Total potentially dilutive shares  12,443,300   4,188,315 
  2023  2022 
  

For the Three Months Ended

March 31,

 
  2023  2022 
Stock Options  4,376,737   4,376,737 
Unvested Restricted Stock Units  2,795,000   2,795,000 
Warrants to purchase Common Stock  13,166,712   5,072,432 
Pre-funded Warrants to purchase Common Stock  135,135   135,135 
Series C Convertible Preferred Warrants  27,500   27,500 
Series D Convertible Preferred Stock  36,496   36,496 
Series F Convertible Preferred Stock  6,651,885   - 
Total potentially dilutive shares  27,189,465   12,443,300 

 

(s)(t) Stock-based Payments

The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees.non-employees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.

 

15

The Company has elected to account for forfeiture of stock-based awards as they occur.

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(t)(u) ReclassificationsResearch and Development Costs

 

Certain prior year amounts have been reclassifiedIn accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to conform tothird parties that conduct certain research and development activities on the current year’s presentation.Company’s behalf.

 

(u)(v) Recently Issued Accounting Pronouncements

 

Recently Issued Accounting Pronouncements Adopted

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity - Classified Written Call Options. The amendments in this Update clarify an issuer’s accounting for modifications or exchanges of freestanding equity - classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. The adoption of this ASU had no material impact on the Company’s condensed consolidated financial statements and related disclosure.

 

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in a timelier recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications) from the date of initial recognition of the financial instrument. Measurement of expected credit losses are to be based on relevant forecasts that affect collectability. The scope of financial assets within the CECL methodology is broad and includes trade receivables from certain revenue transactions and certain off-balance sheet credit exposures. Different components of the guidance require modified retrospective or prospective adoption.

In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard. Instead, entities would need to apply other U.S. GAAP, namely Topic 842 (Leases), to account for changes in the collectability assessment for operating leases. Other than operating lease receivables, Partnership trade receivables include receivables from finance leases and equipment sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that finance lease receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. Trade receivables derived from equipment sales are of short duration and there is not a material difference between incurred losses and expected losses.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until December 15, 2022. The Company adopted this new guidance, including the subsequent updates to Topic 326, on January 1, 2023 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures

17

Recently Issued Accounting Pronouncements Not Adopted

 

In June 2016, the FASB

Management does not believe that any recently issued, ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets thatbut not yet effective, accounting standards could have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be noa material impacteffect on the Company’s condensed consolidated financial statements uponstatements. As new accounting pronouncements are issued, the adoption of this ASU.Company will adopt those that are applicable under the circumstances.

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Note 3 – Recent Developments, Liquidity and Management’s Plans

Acquisition and Disposition of Cystron

 

The Company acquired 100%Closing of the membership interests of Cystron pursuant to a Membership Interest Purchase Agreement, dated March 23, 2020 (as amended by Amendment No. 1 on May 14, 2020, the “MIPA”) from certain selling parties (the “Cystron Sellers”). The acquisition of Cystron was accounted for as a purchase of an asset. Cystron is a party to a LicenseMerger and Development Agreement (as amended and restated on March 19, 2020, in connection with our entry into the MIPA, the “License Agreement”) with Premas Biotech PVT Ltd. (“Premas”) whereby Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against COVID-19 and other coronavirus infections. Cystron was incorporated on March 10, 2020. Since its formation and through the date of its acquisition by the Company, Cystron did not have any employees and its sole asset consisted of the exclusive license from Premas.

On March 18, 2021, the Company and the Cystron Sellers, which are also shareholders of Oravax, entered into a Termination and Release Agreement terminating the MIPA effective upon consummation of the Contribution Agreement. In addition, the Cystron Sellers agreed to waive any change of control payment triggered under the MIPA as a result of the Merger.Reverse Stock Split

 

On April 16, 2021, pursuant to the Contribution and Assignment Agreement, dated March 18, 2021 (the “Contribution Agreement”) by and among the Company, Cystron, Oravax and, for the limited purpose set forth therein, Premas, the parties consummated the transactions contemplated therein. Pursuant to the Contribution Agreement, among other things, the Company caused Cystron to contribute substantially all of the assets associated with its business of developing and manufacturing Cystron’s COVID-19 vaccine candidate to Oravax (the “Contribution Transaction”).

As of December 31, 2021, all amounts due to Premas under the Contribution Agreement have been paid. (Note: Pursuant to the Contribution Agreement, a total of $1,500,000 was owed to Premas, of which $1,200,000 was paid by pre-merger Akers Biosciences, Inc.)

previously announced Agreement and Plan of Merger and Reorganization,

On dated November 11, 2020 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto, dated March 16, 2021 (the Original Merger Agreement, as amended by Amendment No. 1, the “Merger Agreement”), by and among MyMD, a New Jersey corporation previously known as Akers Biosciences, Inc., XYZ Merger Sub, Inc. (“Merger Sub”), and MyMD Pharmaceuticals (Florida), Inc., a Florida enteredcorporation previously known as MyMD Pharmaceuticals, Inc. (“MyMD Florida”), Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing after the Merger Agreement (Note 1)merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”).

Upon completion At the effective time of the Merger, without any action on the part of any stockholder, each issued and the transactions contemplated in the Merger Agreement, the Company issued 28,553,307 post reverse stock split shares of Company Common Stock to the former stakeholdersoutstanding share of pre-Merger MyMD Florida’s Common Stock, par value $0.001 per share (the “MyMD Florida at the Exchange Ratio. Upon completion of the Merger and the transactions contemplated in the Merger Agreement, the former stakeholders ofCommon Stock”), including shares underlying pre-Merger MyMD Florida held approximatelyFlorida’s outstanding equity awards, was converted into the right to receive (x) 77.050.7718% shares (the “Exchange Ratio”) of the Company’s Common Stock, outstandingno par value per share (the “Company Common Stock” or “Common Stock”), (y) an amount in cash, on a fully dilutedpro rata basis, assumingequal to the aggregate cash proceeds received by the Company from the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company Common Stock and including 4,188,315 shares of Company Common Stock underlyingany options to purchase shares of pre-Merger MyMD Florida Common Stock assumed by the companyoutstanding at closing and after adjustments based on the Company’s net cash at closing. Holders of pre-Merger common stock of the Company held approximately 22.95% of the outstanding equity of the Company. Also upon completion of the Merger and the transactions contemplated by the Merger Agreement, the Company assumed 4,188,315 MyMD Florida stock options subject to certain terms contained in the Merger Agreement (including, but not limited to, the amendment of such stock option to extend the term of such stock option for a period expiring on April 16, 2023, the second-year anniversary of the Merger.

17

In accordance with ASC 805, the Company accounted for the transaction as a reverse merger with Akers Biosciences, Inc. (“Akers”) as the legal acquirer and pre-Merger MyMD Florida as the accounting acquirer. As a result of the transaction, the Company recognized Goodwill totaling $10,498,539 based upon Akers’ pre-merger market capitalization of $42,477,346 less net tangible assets of $31,978,807.

Akers’ valuation was based upon 8,335,627 common shares outstanding and 263,026 vested restricted stock units (“RSU’) with a fair market value of $4.94 per share, the closing price of Akers common shares on the NASDAQ Stock Exchange on April 16, 2021.

Schedule of Net Assets Acquired to be Allocated to Goodwill

  

Valuation

Analysis

 
    
Total Consideration $42,477,346 
Cash and Cash Equivalents  1,380,852 
Marketable Securities  29,480,524 
Other Receivables  3,026,137 
Prepaid Expenses  192,314 
Investment in Oravax, Inc.  1,500,000 
Trade and Other Payables  (3,601,020)
Net Tangible Assets Acquired $31,978,807 
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill $10,498,539 

The holders of approximately 49.68% of outstanding shares of Company Common Stock are subject to lockup agreements pursuant to which such stockholders have agreed, except in limited circumstances, not to transfer, grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber, any shares of Company capital stock for 180 days following the effective time of the Merger. For the subsequent 180 days after the initial 180-day lock-up period, any disposal of Company Common Stock must be only in accordance with the volume limitations set forth in paragraph (2) of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Act”).

Pursuant to the terms and conditions of the Merger Agreement, not later than 30 days after the Option Exercise Period, the Company will pay stockholders of MyMD Florida the Additional Consideration from the exercise of any MyMD Florida options assumed by the Company upon closing of the Merger prior to the second-year anniversary of the Merger; provided, however, the amount of such payment will not exceed the maximum amount of cash consideration that may be received by stockholders of MyMD Florida without affecting the intended tax consequences of the Merger. As of the date of this report, there have been no exercises of the MyMD Florida options assumed by the Company.

18

Under the termsclosing of the Merger Agreement,(the “Option Exercise Period”), such payment (the “Additional Consideration”), and (z) potential milestone payment in shares of Company Common Stock up to the aggregate number of shares issued by the Company has agreed to pay contingent consideration in combined company common stock to MYMDpre-Merger MyMD Florida stockholders ifat the combined company meetsclosing of the Merger (the “Milestone Payments”) payable upon the achievement of certain market capitalization milestones, referred to as Milestone Events,milestone events (the “Milestone Events”) during the 36-month period commencing on the business dayimmediately following the closing date of the merger and ending on the 36 month anniversary of such date, referred to as the Milestone Period.Merger (the “Milestone Period”). The Milestone Events and corresponding Milestone Payments are set forth in the table below.

Summary of Milestone Events Payment

Milestone Event Milestone Payment
Market capitalization of the combined company for at least ten (10) trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500,000,000 (the “First Milestone Event”). $20,000,000
For every $250,000,000 incremental increase in market capitalization of the combined company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1,000,000,000 market capitalization of the combined company. $$10,000,000 per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1,000,000,000, such $10,000,000 payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event, as defined below).
Market capitalization of the combined company for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $1,000,000,000 (the “Second Milestone Event”) $25,000,000
For every $1,000,000,000 incremental increase in market capitalization of the combined company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period. $$25,000,000 per each incremental increase

 

For purposes of the table above, “market capitalization” means, with respect to any trading day, the product of (i) the total outstanding shares of the combined company common stockCommon Stock and (ii) the volume weighted average trading price for the combined company common stockCommon Stock for such trading day.

 

18

Immediately following the effective time of the Merger, the Company effected a 1-for-2 reverse stock split of the issued and outstanding Company Common Stock (the “Reverse Stock Split”). Upon completion of the Merger and the transactions contemplated in the Merger Agreement, (i) the former MyMD Florida equity holders owned approximately 77.05% of the outstanding equity of the Company on a fully diluted basis, assuming the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company Common stock and including 4,188,315 shares of Company Common Stock underlying options to purchase shares of MyMD Florida Common Stock assumed by the company at closing and after adjustments based on the Company’s net cash at closing; and (ii) former Akers Biosciences, Inc. stockholders own approximately 22.95% of the outstanding equity of the Company.

Effective as of 4:05 pm Eastern Time on April 16, 2021, we filed an amendment to its Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split. As a result of the Reverse Stock Split, immediately following the effective time of the Merger, every two shares of our Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of our Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Each stockholder who did not have a number of shares evenly divisible pursuant to the Reverse Stock Split ratio and who would otherwise be entitled to receive a fractional share of our Common Stock was entitled to receive an additional share of our Common Stock.

The February 2023 Offering

On February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 shares of the Company’s newly-designated Series F convertible preferred stock with a stated value of $1,000 per share, initially convertible into up to 6,651,885shares of the Company’s common stock, no par value (the “Common Stock”) at a conversion price of $2.255 per share (the “Preferred Shares”), and (ii) warrants to acquire up to an aggregate of 6,651,885 shares of Common Stock (the “Warrants”) (collectively, the “February 2023 Offering”).

Series F Convertible Preferred Stock

The Preferred Shares will be convertible into Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $2.255 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company will be required to redeem the Preferred Shares in 12 equal monthly installments, commencing on July 1, 2023. The amortization payments due upon such redemption are payable, at the company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below). For purposes of the Certificate of Designation, the “Floor Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the Stockholder Approval (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market. The Company may require holders to convert their Preferred Shares into Conversion Shares if the closing price of the Common Stock exceeds $6.765 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock exceeds $3,000,000 per day during the same period and certain equity conditions described in the Certificate of Designation are satisfied.

The holders of the Preferred Shares will be entitled to dividends of 10% per annum, compounded monthly, which will be payable in cash or shares of Common Stock at the Company’s option, in accordance with the terms of the Certificate of Designations. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Preferred Shares will accrue dividends at the rate of 15% per annum. Upon conversion or redemption, the holders of the Preferred Shares are also entitled to receive a dividend make-whole payment. The holders of Preferred Shares have no voting rights on account of the Preferred Shares, other than with respect to certain matters affecting the rights of the Preferred Shares. During the three months ending March 31, 2023, the Company recorded dividends totaling $158,333 which is reported as Preferred Stock Dividends on the Condensed Consolidated Statement of Comprehensive Loss.

Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization and dividend make-whole payments using shares of Common Stock is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company obtains the Stockholder Approval. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of, or as part of any amortization payment or dividend make-whole payment under, the Certificate of Designations or Warrants.

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The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the Company’s failure to pay any amounts due to the holders of the Preferred Shares when due. In connection with a Triggering Event, each holder of Preferred Shares will be able to require the Company to redeem in cash any or all of the holder’s Preferred Shares at a premium set forth in the Certificate of Designations.

The Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Condensed Consolidated Statement of Comprehensive Loss. The Company estimated the $3,149,000 fair value of the bifurcated embedded derivative at issuance using a Monte Carlo simulation model, with the following inputs the fair value of our common stock of $1.90 on the issuance date, estimated equity volatility of 120.0%, estimated traded volume volatility of 190.0%, the time to maturity of 1.35 years, a discounted market interest rate of 6.8%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 0.5%. The fair value of the bifurcated derivative liabilities was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

The discount to the fair value is included as a reduction to the carrying value of the Preferred Shares. During the three months ended March 31, 2023, the Company recorded a total discount of $14,087,111 upon issuance of the Preferred Shares, which was comprised of the issuance date fair value of the associated embedded derivative of $3,149,000, stock issuance costs of $314,311 and the fair value of the Warrants of $10,623,000. When it is deemed probable that the Preferred Shares will be redeemed, the Company will accrete the Preferred Shares to redemption amount pursuant to ASC 480-10-S99-3A.

During the three months ended March 31, 2023, the Company recorded a loss of $120,700 related to the change in fair value of the derivative liabilities which is recorded in other income (expense) on the Condensed Consolidated Statement of Comprehensive Loss. The Company estimated the $3,270,500 fair value of the bifurcated embedded derivative at March 31, 2023 using a Monte Carlo simulation model, with the following inputs the fair value of our common stock of $1.72 on the valuation date, estimated equity volatility of 125.0%, estimated traded volume volatility of 195.0%, the time to maturity of 1.25 years, a discounted market interest rate of 6.4%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 0.4%.

Common Stock Warrants

Pursuant to the February 2023 Offering, the Company issued to investors Warrants to purchase 6,651,885 shares of Common Stock, with an exercise price of $2.255 per share (subject to adjustment), for a period of five years from the date of issuance.

The Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black Scholes Model to calculate the value of these warrants issued during the three months ended March31, 2023. The fair value of the Warrants of $10,623,000 was estimated at the date of issuance using the following weighted average assumptions: dividend yield 0%; expected term of 5.0 years; equity volatility of 125.0%; and a risk-free interest rate of 4.09%.

Transaction costs incurred attributable to the issuance of the Warrants of $762,834 were immediately expensed in accordance with ASC 480.

During the three months ended March 31, 2023, the Company recorded a gain of $1,175,000 related to the change in fair value of the warrant liabilities which is recorded in other income (expense) on the Condensed Consolidated Statement of Comprehensive Loss. The fair value of the Warrants of $9,448,000 was estimated at March 31, 2023 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 4.9years; equity volatility of 125.0%; and a risk-free interest rate of 3.61%.

Liquidity

 

As of March 31, 2022,2023, the Company’s cash on hand was $1,189,223188,548 and marketable securities were $7,998,89115,359,954. The Company has incurred a net loss from operations of $4,122,0331,511,732 for the three months ended March 31, 2022.2023. As of March 31, 2022,2023, the Company had working capital of $7,605,45314,661,121 and stockholders’ equity of $19,622,14113,094,059 including an accumulated deficit of $82,683,60195,428,969. During the three months ended March 31, 2022,2023, cash flows used in operating activities were $2,366,1823,971,642, consisting primarily of a net loss of $4,122,0331,511,732 offset by, an increase in prepaid expenses of $172,351 and a reduction in trade and other payables of $1,431,4871,304,021 offset by non-cash change in the fair value of the warrant liabilities of $1,175,000. Since its inception, the Company has met its liquidity requirements principally through the sale of its common stockCommon Stock in public and private placements.

The Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan (which includes financing activity) and believes that the Company’s current financial resources as of the date of the issuance of these condensed consolidated financial statements are sufficient to fund its current operating budget and contractual obligations as of March 31, 20222023 as they fall due within the next twelve-month period, alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these condensed consolidated financial statements.

 

Management created an alternative plan that in the event a financing was not consummated by September 30, 2022, management would slow down clinical efforts and defer other general and administrative costs as needed in order to maintain adequate cash reserves to maintain operations for an additional six months, providing additional time to complete a financing. Management believes a financing will occur prior to September 30, 2022.

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Note 4 – Trade and Other Payables

 

Trade and other payables consist of the following:

Schedule of Trade and Other Payables

  

March 31,

2022

  

December 31,

2021

 
       
Accounts Payable – Trade $1,996,097  $867,518 
Accrued Expenses  422,016   119,108 
Trade and other payables, Total $2,418,113  $986,626 

See also Note 9 for related party information.

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Note 5 – Notes Payable

Secured Promissory Note

On November 11, 2020, concurrently with the execution of the Merger Agreement, the Company agreed to provide a bridge loan up to an aggregate principal amount of $3,000,000 to pre-Merger MyMD Florida pursuant to the Bridge Loan Note. Advances under the Bridge Loan Note (“Bridge Loan Advances”) were made in the amounts and at the times as needed to fund MyMD Florida’s operating expenses. Bridge Loan Advances accrue interest at 5% per annum, which may be increased to 8% per annum upon occurrence of any event of default, from the date of such default. The principal and the accrued interest thereon are to be repaid on the earliest of (a) April 15, 2022; (b); if the Merger was consummated, then upon demand of the Company following the consummation of the Merger; or (c) the date on which the obligations under the Bridge Loan Note are accelerated upon event of default as set forth in the Bridge Loan Note. The payment and performance of all obligations under the Bridge Loan Note are secured by a first priority security interest in all of MyMD Florida’s right, title and interest in and to its assets as collateral. The outstanding principal amount and the accrued interest of the Bridge Loan Note were convertible into shares of MyMD Florida Common Stock in accordance with the terms of the Merger Agreement.

As of March 31, 2022 and December 31, 2021 MyMD had advanced MyMD Florida $3,000,000 and $3,000,000 under the Bridge Loan Note plus accrued interest totaling $26,137. The balance of $3,026,137 and $3,026,137 as of March 31, 2022 and December 31, 2021, respectively, were eliminated on consolidation.

  

March 31,

2023

  

December 31,

2022

 
       
Accounts Payable – Trade $1,199,256  $2,356,555 
Accrued Expenses  169,944   316,666 
Trade and other payables, Total  $1,369,200  $2,673,221 

 

Note 65Stock-based Payments

 

Equity incentive Plans

 

2013 Stock Incentive Plan

 

On January 23, 2014, the Company adopted the 2013 Stock Incentive Plan (“2013 Plan”). The 2013 Plan was amended by the Board on January 9, 2015 and September 30, 2016, and such amendments were ratified by shareholders on December 7, 2018. The 2013 Plan provides for the issuance of up to 2,162 shares of the Company’s common stock.Common Stock. As of March 31, 2022,2023, grants of restricted stock and options to purchase 1,406 shares of Common Stock have been issued pursuant to the 2013 Plan, and 756 shares of Common Stock remain available for issuance.

 

2016 Stock Incentive Plan

 

On December 21, 2016, the shareholders approved, and the Company adopted the 2016 Stock Incentive Plan (“2016 Plan”). The 2016 Plan provides for the issuance of up to 50,000,000 shares of the Company’s common stock.Common Stock. As of March 31, 2022,2023, grants of options to purchase 4,188,315 shares of Common Stock have been issued pursuant to the 2016 Plan, and 0 shares of Common Stock remain available for issuance.

 

2017 Stock Incentive Plan

 

On August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 3,516shares of the Company’s common stock.Common Stock. As of March 31, 2022,2023, grants of restricted stock and options to purchase 2,538shares of Common Stock have been issued pursuant to the 2017 Plan, and 978 shares of Common Stock remain available for issuance.

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2018 Stock Incentive Plan

 

On December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2019 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of up to 560,063shares of the Company’s common stock.Common Stock. As of March 31, 2022,2023, grants of RSUs and restricted stock to purchase 263,026shares of Common Stock have been issued pursuant to the 2018 Plan, and 297,037shares of Common Stock remain available for issuance.

21

 

2021 Stock Incentive Plan

 

On April 15, 2021, the shareholders approved, and the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan provides for the issuance of up to 7,228,184 shares of the Company’s common stock.Common Stock. As of March 31, 2022,2023, grants of RSUs and stock options to purchase 2,999,0403,149,207 shares of Common Stock have been issued pursuant to the 2021 Plan, and 4,229,1444,078,977 shares of Common Stock remain available for issuance.

 

Stock Options

 

The following table summarizes the activities for MyMD stock options for the three months ended March 31, 2022:2023:

Summary of Stock Options Activity

        Weighted            Weighted    
        Average            Average    
    Weighted Weighted Remaining        Weighted Weighted Remaining    
 Number Average Average Contractual Aggregate  Number Average Average Contractual Aggregate 
 of Exercise Grant Date Term Intrinsic  of Exercise Grant Date Term Intrinsic 
 Shares  Price  Fair Value  (years)  Value  Shares  Price  Fair Value  (years)  Value 
Balance at December 31, 2021  4,176,737  $2.59  $2.59   1.29  $14,493,284 
Balance at December 31, 2022  4,476,737  $2.64  $    2.64   0.64  $         - 
Granted  200,000   3.96   3.59   6.94   

-

   -   -   -   -  $- 
Exercised                  -   -   -   -   -   - 
Forfeited  -   -   -       -   -   -   -   -   - 
Canceled/Expired  -   -   -   -   -   -   -   -   -   - 
Balance at March 31, 2022  4,376,737   2.65   2.65   1.31   8,785,846 
Exercisable as of March 31, 2022  4,176,737   2.59   2.59   1.04   8,645,846 
Balance at March 31, 2023  4,476,737   2.64   2.64   0.40  $- 
Exercisable as of March 31, 2023  4,376,737   2.61   2.61   0.27  $- 

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $4.66 1.72for the Company’s common shares on March 31, 20222023 and the closing stock price of $6.061.15 for the Company’s common shares on December 31, 2021.2022.

 

On January 28, 2022, the Company’s Compensation Committee approved the issuance of 200,000 stock options under the 2021 Stock Incentive Plan. These shares had a weighted-average grant date fair value of $3.59 per share or a cumulative fair market value of $717,660 as calculated using Black-Scholes (exercise price $3.96 per share, stock price $3.96 per share, volatility of 124.43%, discount rate of 1.74% and seven year term). The grant was segmented into four vesting tranches triggered by performance achievements and expire on January 28, 2029.

During the three months ended March 31, 20222023 and 2021,2022, the Company incurred stock option expenses totaling $$81,002 69,068and $081,002, respectively. The unamortized stock option expenses as of March 31, 20222023 and 20212022 totaled $636,65844,780 and $0636,658, respectively.

4,176,737 shares of the Company’s outstanding stock options are fully vested and exercisable.

 

Assumption of MyMD Florida Stock Options

In 2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the issuance of up to 50,000,000 shares of pre-Merger MyMD Florida common stock. As of March 31, 2022, options to purchase 4,188,315 shares of common stock have been issued pursuant to the plan and 0 shares of common stock remain available for issuance.

Pursuant to the Merger Agreement, effective as of the effective time of the Merger, the Company assumed pre-Merger MyMD Florida’s Second Amendment to Amended and Restated 2016 Stock Incentive Plan (the “2016 Plan”), assuming all of pre-Merger MyMD Florida’s rights and obligations with respect to the options issued thereunder. As of the effective date of the Merger, no additional awards could be issued under the 2016 Plan.

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In addition, under the terms of the Merger Agreement, the Company assumed all of pre-Merger MyMD Florida’s rights and obligations under pre-Merger MyMD Florida’s stock options that were outstanding immediately prior to the effective time of the Merger, and each such stock option, whether or not vested, was converted into a stock option representing the right to purchase shares of Company Common Stock, on terms substantially the same as those in effect immediately prior to the effective time, except that the number of shares of Company Common Stock issuable and the exercise price per share of such stock options was adjusted by the Exchange Ratio. Additionally, the number of shares and exercise price per share of Company Common Stock under the assumed pre-Merger MyMD Florida stock options was further adjusted by the Reverse Stock Split.

The Company assumed 4,188,315 MyMD Florida stock options subject to certain terms contained in the Merger Agreement (including, but not limited to, the amendment of such stock option to change the term of such stock option for a period expiring on April 16, 2023, the second-year anniversary of the Merger). The Company recorded expenses of $15,036,051 for the assumption of the options and the modification of the terms which is included on the Condensed Consolidated Statement of Comprehensive Loss for the year ended December 31, 2021. The Company utilized Black-Scholes using an exercise price of $2.59, an issue date fair value of $4.94, a volatility index of 122.31% and a discount rate of 0.16% to determine the fair value of the modification. The pre-Merger MyMD options were valued at $0 on April 16, 2021, as there was no reliable method of determining the fair value given the material events that had occurred since the last arms-length trade of common shares.

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Restricted Stock Units

On September 11, 2020, the Compensation Committee of the Board of Directors approved grants totaling 394,680 Restricted Stock Units to the Company’s four directors. Each RSU had a grant date fair value of $4.48 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2018 Plan, as amended. Fifty percent (50%) of each RSU will vest on the first anniversary date of the Grant and the remaining fifty percent (50%) will vest on the second anniversary date; provided that the RSUs shall vest immediately upon the occurrence of (i) a change in control, provided that the director is employed by or providing services to the Company and its affiliates on the closing date of such change of control, or (ii) the director’s termination of employment of service by the Company was without cause.

On April 16, 2021, concurrently with the closing of the Merger, pursuant to the terms of the RSU Agreements between the Company and four board of directors, the 394,680 RSUs granted on September 11, 2020 under the 2018 Plan, as amended, accelerated and vested in full.

Per the terms of the RSU agreements, the Company, at the Company’s sole discretion may settle the RSUs in cash, or part cash and part common stock. As there is no intention to settle the RSUs in cash, the Company accounted for these RSUs as equity.

Pre-merger Akers Biosciences, Inc. recorded expenses totaling $979,758 for the acceleration of the vesting of 394,680 RSUs, the holders immediately surrendered 139,457 RSUs with a fair market value of $688,913 for the withholding of federal and state income taxes, as directed by the holders, which was recorded as Payroll Taxes Payable on the date of the Merger. The withholding obligations were paid by the Company on June 30, 2021. As of May 13, 2022, the vested RSUs have not been converted to common shares of the Company.

 

On October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 2,795,000Restricted Stock Units to the Company’s six directors and seven key employees. Each RSU had a grant date fair value of $8.09which will be amortized upon vesting into administrative expenses within the Condensed Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2021 Plan. Vesting of each RSU is:

 

 One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the common stockCommon Stock equals or exceeds $5.00 during such trading day period.
 One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the common stockCommon Stock equals or exceeds $5.00 during such trading day period.
 The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the common stockCommon Stock equals or exceeds $5.00 during such trading day period.
 In the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause or due to the participant’s death or total and permanent disability, then all unvested units shall become vested units immediately upon the occurrence of such event.

 

On January 28, 2022, the Compensation CommitteeAs of March 31, 2023, none of the Board of Directors approved a grant of 4,040 RSUs to a sub-contractor with a grant date fair value of $3.96 and vested immediately. Such RSUs were granted under the 2021 Plan. The Company recorded expenses of $15,998 which is included Stock Based Compensation on the Condensed Consolidated Statement of Comprehensive Loss.vesting milestones have been met.

23

 

The following is the status of outstanding unvested restricted stock units outstanding as of March 31, 20222023 and the changes for the three months ended March 31, 2022:2023:

Summary of Restricted Stock Units Activity

   Weighted    Weighted 
   Average    Average 
 Number of Grant Date  Number of Grant Date 
 RSUs Fair Value  RSUs  Fair Value 
Balance at December 31, 2021  2,795,000  $8.09 
Balance at December 31, 2022  2,795,000  $8.09 
Granted  4,040   3.96   -   - 
Exercised  -   -   -   - 
Vested  -   - 
Forfeited  -   -   -   - 
Canceled/Expired  -   -   -   - 
Balance at March 31, 2022 $2,799,040  $8.08 
Exercisable as of March 31, 2022 $4,040  $3.96 
Balance at March 31, 2023 $2,795,000  $8.09 

 

As of March 31, 2022 and December 31, 2021,2023, the unamortized value of the RSUs was $22,611,550 and $.

22,611,550, respectively.

Note 6 – Equity

 

Note 7 –

Authorized Capital Stock

The Company’s authorized capital stock consists of Equity550,000,000 shares, of which 500,000,000 are shares of Common Stock, without par value (the “Common Stock”), and 50,000,000 are shares of preferred stock, without par value, 1,990,000 of which have been designated as Series C Convertible Preferred Stock (the “Series C Preferred Stock”), 211,353 of which have been designated as Series D Convertible Preferred Stock (the “Series D Preferred Stock”), 100,000 of which have been designated as Series E Junior Participating Preferred Stock and 15,000 of which have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock”). As of March 31, 2023, there were 39,470,009 shares of Common Stock issued and outstanding and no shares of Series C Convertible Preferred Stock or Series E Junior Participating Preferred Stock issued and outstanding. As of March 31, 2023, there were 72,992 shares of Series D Preferred Stock issued and outstanding, warrants to purchase Series C Preferred Stock convertible into 27,500 shares of Common Stock outstanding and 15,000 shares of Series F Preferred Stock issued and outstanding.

 

Preferred Stock

 

The holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the Certificatecertificate of Designationdesignation for each class of preferred shares or warrants, at meetings of the Company. As of March 31, 2022, 50,000,000 shares of Preferred Stock were authorized and four classes of Preferred Stock or Warrants are designated.

 

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Series D Convertible Preferred Stock

On March 24, 2020,The following are the Company designated 211,353principal terms of the Series D Convertible Preferred Shares, 0 par value with a stated value of $0.01 per share and filed the Certificate of Designation of Preferences, Rights and Limitations ofStock:

Rank

The Series D Convertible Preferred Stock (the “Certificateranks (1) on parity with Common Stock on an “as converted” basis, (2) senior to any series of Designation”)our capital stock hereafter created specifically ranking by its terms junior to the Series D Preferred Stock, (3) on parity with any series of our capital stock hereafter created specifically ranking by its terms on parity with the SecretarySeries D Preferred Stock, and (4) junior to any series of State of the State of New Jersey. Pursuantour capital stock hereafter created specifically ranking by its terms senior to the CertificateSeries D Preferred Stock in each case, as to dividends or distributions of Designation, in the event of the Company’sassets upon our liquidation, dissolution or winding up of its affairs, the holders of its Series D Convertible Preferred Stock (the “Preferred Stock”) will be entitled to receive the same amount that a holder of the Company’s common stock would receive if the Preferred Stock were fully converted (disregarding for such purposes any conversion limitations set forth in the Certificate of Designation) to common stock which amounts shall be paid pari passu with all holders of the Company’s common stock. Each share of Preferred Stock has a stated value equal to $0.01 (the “Stated Value”), subject to increase as set forth in Section 7 of the Certificate of Designation.whether voluntary or involuntary.

Conversion Rights

A holder of Series D Preferred Stock is entitled at any time to convert any whole or partial number of shares of Series D Preferred Stock into shares of the Company’s common stockour Common Stock, determined by dividing the Stated Value of the Preferred Stock being convertedstated value equal to $0.01 by the conversion price of $0.01 per share.

A holder of Series D Preferred Stock will beis prohibited from converting Series D Preferred Stock into shares of the Company’s common stockCommon Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stockour Common Stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial“Series D Beneficial Ownership Limitation”). immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the CompanySeries D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based on price anti-dilution provisions.

Dividend Rights

In addition to stock dividends or distributions for which proportionate adjustments will be made, holders of Series D Preferred Stock are entitled to receive dividends on shares of Series D Preferred Stock equal, on an as-if-converted-to-common-stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends are payable on shares of Series D Preferred Stock.

Voting Rights

Subject to the Series D Beneficial Ownership Limitation, on any matter presented to the Company’sour stockholders for their action or consideration at any meeting of the Company’sour stockholders (or by written consent of stockholders in lieu of a meeting), each holder, of Preferred Stock willin its capacity as such, shall be entitled to cast the number of votes equal to the number of whole shares of the Company’s common stockour Common Stock into which the shares ofSeries D Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Series D Preferred Stock beneficially owned by such holder). Except as otherwise required by law or by the other provisions of the Company’s certificateCertificate of incorporation,Designation of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”), the holders of Series D Preferred Stock, willin their capacity as such, shall vote together with the holders of the Company’s common stockour Common Stock and any other class or series of stock entitled to vote thereon as a single class.

A holderLiquidation Rights

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series D Preferred Stock shall beare entitled to receive, dividends as and when paid topari passu with the holders of Common Stock, out of the Company’s common stockassets available for distribution to stockholders an amount equal to such amount per share as would have been payable had all shares of Series D Preferred Stock been converted into Common Stock immediately before such liquidation, dissolution or winding up, without giving effect to any limitation on conversion as a result of the Series D Beneficial Ownership Limitation, as described above.

Exchange Listing

Series D Preferred Stock is not listed on the Nasdaq, any national securities exchange or other nationally recognized trading system. Our Common Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol “MYMD”.

Failure to Deliver Conversion Shares

If we fail to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the “Series D Conversion Shares”) within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then we are obligated to pay to the holder, as liquidated damages, an as-converted basis.amount equal to $25 per trading day (increasing to $50 per trading day on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock being converted which are not timely delivered. If we make such liquidated damages payments, we are also not obligated to make Series D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares.

Compensation for Series D Buy-In on Failure to Timely Deliver Shares

If we fail to timely deliver the Series D Conversion Shares to the holder, and if after the required delivery date the holder is required by its broker to purchase (in an open market transaction or otherwise) or the holder or its brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the holder of the Series D Conversion Shares which the holder anticipated receiving upon such conversion or exercise (a “Series D Buy-In”), then we are obligated to (A) pay in cash to such holder (in addition to any other remedies available to or elected by such holder) the amount, if any, by which (x) such holder’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of Series D Conversion Shares that such holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such holder, either reissue (if surrendered) the shares of Series D Preferred Stock equal to the number of shares of Series D Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such holder the number of Series D Conversion Shares that would have been issued if we had timely complied with its delivery requirements.

24

 

As of March 31, 2022,2023, the Company had 72,992 shares of Series D Convertible Preferred Stock outstanding which represent 36,496 underlying shares of the Company Common Stock.

 

Series F Convertible Preferred Stock

The following are the principal terms of the Series F Preferred Stock:

Dividends

The holders of the Series F Preferred Stock will be entitled to dividends of 10.0% per annum, compounded monthly, which will be payable in cash or shares of Common Stock at the Company’s option, in accordance with the terms of the certificate of designation of the Series F Preferred Stock (the “Series F Certificate of Designation”). Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series F Certificate of Designation), shares of Series F Preferred Stock will accrue dividends at the rate of 15.0% per annum. Upon conversion or redemption, the holders of shares of Series F Preferred Stock are also entitled to receive a dividend make-whole payment.

Voting Rights

The Series F Preferred Stock has no voting rights, except as required by law (including without limitation, the New Jersey Business Corporation Act (the “BCA”)) and as expressly provided in the Series F Certificate of Designation. To the extent that under the BCA the vote of the holders of shares of Series F Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of a majority of the outstanding shares of Series F Preferred Stock, voting together in the aggregate and not in separate series unless required under the BCA, represented at a duly held meeting at which a quorum is presented or by written consent of such majority (except as otherwise may be required under the BCA) shall constitute the approval of such action by both the class or the series, as applicable. To the extent that under the BCA holders of shares of Series F Preferred Stock are entitled to vote on a matter with holders of shares of Common Stock, voting together as one class, each share of Series F Preferred Stock shall entitle the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible (subject to certain beneficial ownership limitations) using the record date for determining the stockholders of the Company eligible to vote on such matters as the date as of which the Conversion Price is calculated.

Liquidation

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the each holder shares of the Series F Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series F Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series F Preferred Stock (plus any applicable make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive if such holder converted such share of Series F Preferred Stock into Common Stock immediately prior to the date of such payment. All shares of capital stock of the Company shall be junior in rank to all shares of Series F Preferred Stock with respect to the preferences as to payments upon the liquidation.

Conversion

The Series F Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”). The initial conversion price, subject to adjustment as set forth in the Series F Certificate of Designation, is $2.255 (the “Conversion Price”). The Conversion Price can be adjusted as set forth in the Series F Certificate of Designation for stock dividends and stock splits or the occurrence of a fundamental transaction (generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock). The Conversion Price is also subject to “full ratchet” price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). If any shares of Series F Preferred Stock are converted or reacquired by us, such shares shall resume the status of authorized but unissued shares of Series F Preferred Stock of the Company and shall no longer be designated as Series F Preferred Stock.

The Company will be required to redeem the shares of Series F Preferred Stock in 12 equal monthly installments, commencing on July 1, 2023. The amortization payments due upon such redemption are payable, at the company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below). For purposes of the Series F Certificate of Designation, the “Floor Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the Stockholder Approval (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market; provided that if the amount set forth in clause B is the lowest effective price, the Company will be required to pay the amortization payment in cash.

Exchange Cap

The Series F Preferred Stock will not be convertible into shares of Common Stock in excess of 19.99% of the shares of Common Stock outstanding as of the date immediately prior to the date of the prospectus supplement under which the shares of Series F Preferred Stock were registered (the “Issuable Maximum”) except in the event that the Company (A) obtains the stockholder approval for issuances of shares of Common Stock in excess of the Issuable Maximum or (“Stockholder Approval”) (B) obtains a written opinion from outside counsel to the Company that such approval is not required. Until such approval or such written opinion is obtained, no holder of Series F Preferred Stock shall be issued in the aggregate more shares of Common Stock than such holder’s pro rata share of the Issuable Maximum. In the event that after July 1, 2023, the Company has not obtained the Stockholder Approval or is not otherwise permitted to issue shares in excess of the Issuable Maximum, then a holder of Series F Preferred Stock may elect to have his or her shares of Series F Preferred Stock redeemed for cash.

Optional Conversion

The Series F Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date. Holders shall effect conversions by providing us with the form of conversion notice (the “Notice of Conversion”) specifying the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable holder delivers by email such Notice of Conversion to us.

Mandatory Conversion

If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded 300% of the Conversion Price per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio.

Beneficial Ownership Limitation

The Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

During the three months ended March 31, 2023, the Company recorded a loss of approximately $0.1million related to the change in fair value of the derivative liabilities which is recorded in other income (expense) on the Statements of Operations. The Company estimated the $3.3 million fair value of the bifurcated embedded derivative at March 31, 2023 using a Monte Carlo simulation model, with the following inputs the fair value of our common stock of $1.72 on the valuation date, estimated equity volatility of 125.0%, estimated traded volume volatility of 195.0%, the time to maturity of 1.25 years, a discounted market interest rate of 6.4%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 0.4%.

As of March 31, 2023, the Company had 15,000 shares of Series F Convertible Preferred Stock outstanding which represent 6,651,885 underlying shares of the Company Common Stock.

2426
 

 

Common Stock

Pursuant to the Merger Agreement, on April 16, 2021, the Company filed an amended and restated certificate of incorporation (the “A&R Charter”) with the Secretary of State of the State of New Jersey, which was approved by the Company’s stockholders on April 15, 2021. Among other things, the A&R Charter (i) changed the Company’s name to MyMD Pharmaceuticals, Inc., (ii) increased the number of shares of Company Common Stock available from 100,000,000 shares to a total of 500,000,000 shares of the Company’s Common Stock, (iii) changed the structure of the board of directors from a classified board of three classes to a non-classified board of a single class, and (iv) simplified and consolidated various provisions.

 

The holders of common shares are entitled to one vote per share at meetings of the Company.

On February 11, 2021, 466,216 sharesAs of common stock issued pursuant to that certain Securities Purchase Agreement, dated November 11, 2020, by and betweenMarch 31, 2023, the Company and certain institutional and accredited investors were cancelled andhad 466,21639,470,009 prefunded warrants (as defined therein) were issued at the request of a shareholder.

On May 18, 2021, 466,216 prefunded warrants were exercised in exchange for 466,716 shares of common stock.Common Stock issued and outstanding.

On August 5, 2021, the Company issued 16,826 shares of the Company’s common stock with a fair market value of $90,002 for services.

On December 9, 2021, holders of 11,576 common stock options were exercised for 11,576 shares of the Company’s common stock at an exercise price of $2.59 per common share. The net proceeds of $29,982 is recorded as a non-current liability on the Condensed Consolidated Balance Sheet as of March 31, 2022. The accumulated proceeds from the exercise of these stock options will be distributed to the former shareholders of MyMD Florida per the terms of the Merger Agreement.

On February 16, 2022, 385,135 prefunded warrants were exercised in exchange for 385,135 shares of common stock.

Common Stock Warrants

 

The table below summarizes the warrant activity for the three months ended March 31, 2022:2023:

Summary of Warrant Activity

     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Contractual  Intrinsic 
  Warrants  Price  Term (years)  Value 
Balance at December 31, 2021  5,074,489  $5.25   4.34  $9,554,827 
Granted  -   -   -   - 
Exercised  -   -   -   - 
Forfeited  -   -   -   - 
Canceled/Expired  (2,057)  592.49   -   - 
Balance at March 31, 2022  5,072,432  $5.01   4.09  $2,671,481 
Exercisable as of March 31, 2022  5,072,432  $5.01   4.09  $2,671,481 
     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Contractual  Intrinsic 
  Warrants  Price  Term (years)  Value 
Balance at December 31, 2022  6,514,827  $4.93   3.63  $           - 
Issued  6,651,885   2.255   4.99   - 
Exercised  -   -   -   - 
Forfeited  -   -   -   - 
Canceled/Expired  -   -   -   - 
Balance at March 31, 2023  13,168,712  $3.58   4.15  $- 
Exercisable as of March 31, 2023  13,168,712  $3.58   4.15  $- 

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $4.661.72 for the Company’s common shares on March 31, 2023 and the closing stock price of $1.15 for the Company’s common shares on December 31, 2022. All warrants were vested on date of grant.

 

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On July 7, 2022, the Company issued warrants to purchase up to 38,265 shares of its Common Stock at an exercise price of $5.98 to a vendor for services. The cumulative fair market value of $93,233as calculated using Black-Scholes (exercise price $5.98 per share, stock price $2.99 per share, volatility of 131.06%, discount rate of 3.07% and a five- year term). The warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and for a term of five yearsfrom the effective date. The fair-market value of the warrants was amortized over the life of the service contract which expired on October 7, 2022. During the three months ended March 31, 2023 and 2022, the Company incurred $0 expenses related to these warrants.

 

On August 17, 2022, in connection with the August Offering, the Company issued unregistered investor warrants to purchase up to 1,411,764 shares of its Common Stock at an exercise price of $5.25 (the “August Investor Warrants”) in a private placement. The August Investor Warrants will be exercisable at any time and from time to time, in whole or in part, beginning six months following the date of issuance and for a term of five years from the initial exercise date.

Pursuant to the February 2023 Offering, the Company issued to investors Warrants to purchase 6,651,885 shares of Common Stock, with an exercise price of $2.255 per share (subject to adjustment), for a period of five years from the date of issuance. (Note 3)

Pre-funded Common Stock Warrants

 

The table below summarizes the pre-funded warrant activity for the three months ended March 31, 2022:2023:

Summary of Warrant Activity

     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Contractual  Intrinsic 
  Warrants  Price  Term (years)  Value 
Balance at December 31, 2021  520,270  $0.002   -  $3,151,796 
Granted  -   -   -   - 
Exercised  (385,135)  0.002   -   - 
Forfeited  -   -   -   - 
Canceled/Expired  -   -        -   - 
Balance at March 31, 2022  135,135  $0.002   -  $629,459 
Exercisable as of March 31, 2022  135,135  $0.002   -  $629,459 
     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Contractual  Intrinsic 
  Warrants  Price  Term (years)  Value 
Balance at December 31, 2022  135,135  $0.002   -  $155,135 
Issued  -   -   -   - 
Exercised  -   -   -   - 
Forfeited  -   -   -   - 
Canceled/Expired  -   -   -   - 
Balance at March 31, 2023  135,135  $0.002   -  $232,162 
Exercisable as of March 31, 2023  135,135  $0.002   -  $232,162 

 

All pre-funded warrants were vested on date of grant and are exercisable at any time. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the closing stock price of $4.661.72 for the Company’s common shares on March 31, 2023 and the closing stock price of $1.15 for Common Stock on December 31, 2022.

 

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Series C Convertible Preferred Stock Warrants

 

The table below summarizes the warrant activity for the three monthsyear ended March 31, 2022:2023:

Summary of Warrant Activity

     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Contractual  Intrinsic 
  Warrants  Price  Term (years)  Value 
Balance at December 31, 2021  27,500  $8.00   2.94  $       - 
Granted  -   -   -   - 
Exercised  -   -   -   - 
Forfeited  -   -   -   - 
Canceled/Expired  -   -   -   - 
Balance at March 31, 2022  27,500  $8.00   2.70  $- 
Exercisable as of March 31, 2022  27,500  $8.00   2.70  $- 
     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Contractual  Intrinsic 
  Warrants  Price  Term (years)  Value 
Balance at December 31, 2022  27,500  $8.00   1.94  $            - 
Issued  -   -   -   - 
Exercised  -   -   -   - 
Forfeited  -   -   -   - 
Canceled/Expired  -   -   -   - 
Balance at March 31, 2023  27,500  $8.00   1.70  $- 
Exercisable as of March 31, 2023  27,500  $8.00   1.70  $- 

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $4.661.72 for the Company’s common shares on March 31, 2023 and the closing stock price of $1.15 for the Company’s common shares on December 31, 2022. All Series C Convertible Preferred Stock Warrants were vested on date of grant.

Note 87Commitments and Contingencies

 

Scientific Advisory Board

 

On February 1, 2021, the Company formed the Scientific Advisory Board to (i) provide strategic advice and make recommendations to management regarding current and planned research and development programs, (ii) advise management regarding the scientific merit of technology or products involved in licensing and acquisition opportunities and (iii) provide strategic advice to management regarding emerging science and technology issues and trends. During the three months ended March 31, 20222023 and 2021,2022, the Company incurred costs of $48,000 0and $29,00048,000, respectively. These expenses are included in Research and Development Expenses on the Condensed Consolidated Statement of Comprehensive Loss.

COVID-19

In December 2019, a novel strain of coronavirus, COVID-19, The Scientific Advisory Board was reported to have surfaced in Wuhan, China and has reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures, including in the United States and India. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic. The various precautionary measures taken by many governmental authorities around the world in order to limit the spread of COVID-19 have had and may continue to have an adverse effect on the global markets and global economy. Such government-imposed precautionary measures may have been relaxed in certain countries or states, but there is no assurance that more strict measures will not be put in place again due to a resurgence in COVID-19 cases.disbanded effective September 30, 2022.

 

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The ultimate impact of the global COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on the Company’s business, vaccine development efforts, healthcare systems or the global economy as a whole. However, the effects have had and will likely continue to have a material impact on the Company’s operations, liquidity and capital resources, and the Company will continue to monitor the COVID-19 situation closely.

In response to public health directives and orders, the Company has implemented and continues to maintain work-from-home policies for many of the Company’s employees and temporarily modified the Company’s operations to comply with applicable social distancing recommendations. The effects of the orders and the Company’s related adjustments in its business are likely to negatively impact productivity, disrupt its business and delay the Company’s timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on its ability to conduct its business in the ordinary course. Similar health directives and orders are affecting third parties with whom we do business. Further, restrictions on the Company’s ability to travel, stay-at-home orders and other similar restrictions on its business have limited and may continue to limit its ability to support its operations.

Severe and/or long-term disruptions in the Company’s operations will negatively impact the Company’s business, operating results and financial condition in other ways as well. Specifically, the Company anticipates that the stress of COVID-19 on healthcare systems generally around the globe will negatively impact regulatory authorities and the third parties that the Company may engage in connection with the development and testing of its product candidates.

The anticipated economic consequences of the COVID-19 pandemic have adversely impacted financial markets, resulting in high share price volatility, reduced market liquidity, and substantial declines in the market prices of the shares of most publicly traded companies, including MyMD. Volatile or declining markets for equities could adversely affect the Company’s ability to raise capital when needed through the sale of shares of common stock or other equity securities. Should these market conditions persist when the Company needs to raise capital, and if the Company is able to sell shares of its common stock under then prevailing market conditions, it might have to accept lower prices for its shares and issue a larger number of shares than might have been the case under better market conditions, resulting in significant dilution of the interests of the Company’s shareholders.

 

Litigation and Settlements

 

Raymond Akers Actions

 

On April 14, 2021, Raymond F. Akers, Jr., Ph.D. filed a lawsuit against MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) in the Superior Court of New Jersey, Law Division, Gloucester County (the “First Raymond Akers Action”). Mr. Akers asserts one common law whistleblower retaliation claim against the Company.

 

On September 23, 2021, the Court granted MyMD Pharmaceutical, Inc.’s (“MyMD”MyMD’s”) Motion to Dismiss Plaintiff’s Amended Complaint and dismissed Plaintiff’s Amended Complaint. The Court indicated that Mr. Akers is “free to file another complaint, however, tort-based ‘Pierce’ allegations, and/or CEPA claims are barred by the statute of limitations.”

 

On March 1, 2022, Mr. Akers filed a second action against MyMD in the Superior Court of New Jersey, Law Division, Gloucester County (the “Second Raymond Akers Action”) again asserting one common law whistleblower retaliation claim against the Company. The Company believes that the Second Raymond Akers Action is without merit and, moreover, was filed against the Court’s specific admonition that Plaintiff does not attempt to circumvent the statute of limitations.

 

On May 27, 2022, the Court granted-in-part and denied-in-part MyMD’s Motion to Dismiss Plaintiff’s Complaint. The Court reaffirmed the ruling in the First Raymond Akers Action that any tort-based Pierce claims are time-barred. However, the Court denied the Motion as it pertained to Plaintiff’s contract-based Pierce claim and “Repayment of Monies Owed” claim. On July 29, 2022, MyMD filed its Answer, which included affirmative defenses. As of March 31, 2023, the Second Raymond Akers Action is in the discovery phase.

All legal fees incurred were expensed as and when incurred.

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Note 98Related Parties

 

SRQ Patent Holdings and SRQ Patent Holdings II

 

MyMD is a party to two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements, both dated November 11, 2020, with SRQ Patent Holdings and SRQ Patent Holdings II, under which MyMD (or its successor) will be obligated to pay to SRQ Patent Holdings or SRQ Patent Holdings II (or its designees) certain royalties on product sales or other revenue received on products that incorporate or are covered by the intellectual property that was assigned to MyMD. The royalty is equal to 8% of the net sales price on product sales and, without duplication, 8% of milestone revenue or sublicense compensation. SRQ Patent Holdings and SRQ Patent Holdings II are affiliates of Mr. Jonnie Williams, Sr. No revenue has been received subject to these agreements as of March 31, 20222023 and 2021.2022.

Mr. Jonnie Williams, Sr.

The Company recorded an obligation to Mr. Williams, a shareholder, for various expenses incurred on behalf of the Company between 2016 and 2019. The balance due of $14,577 was paid on April 28, 2021.

Supera Aviation I, LLC

In October 2018, the Company entered a three-year leasing agreement with Supera Aviation I, LLC, a company owned by a shareholder, for a Gulfstream IV-SP aircraft with an annual leasing fee of $600,000. The Company incurred expenses totaling $150,000 for the three months ended March 31, 2021.

On April 28, 2021, the Company reached a negotiated settlement with Supera Aviation I, LLC to retire the $627,042 debt due under the leasing agreement for $517,384.

Lines of credit payable

In November 2018, Supera entered into a revolving credit facility which allows for borrowings of up to $1,000,000 with a shareholder. The facility had an initial term of 38 months, which was extended to December 31, 2022 at which time all outstanding borrowings and accrued interest, if any, are due in full. Borrowings accrue interest at a rate of 5% per annum.

In May 2019, the pre-Merger MyMD entered into a revolving credit facility which allows for borrowings of up to $5,000,000 with a shareholder. The facility had an initial termof 18 months, which was extended to July 31, 2021 and further extended to December 31, 2022, at which time all outstanding borrowings and accrued interest, if any, are due in full. Borrowings accrue interest at a rate of 5% per annum. Pursuant to the terms of the agreement, the Company must issue a number of common stock options to the lender based on the total borrowings under the facility, with each dollar borrowed requiring the issuance of one common stock option. Upon issuance, each common stock option will immediately vest at an exercise price of $2.59. The Company recorded accretion of the debt discount totaling $608,460 during the three months ended March 31, 2021.

On April 28, 2021, in accordance with the Merger, the Company paid $3,208,426, inclusive of interest and net of the debt discount, to retire the amounts due to the shareholder under the two lines of credit as of April 28, 2021.

 

Note 109Employee Benefit Plan

 

The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100% up to a 3% contribution, and 50% over a 3% contribution, up to a maximum of 5%.

 

The Company made matching contributions to the 401(k) Plan during the three months ended March 31, 20222023 and 20212022 of $8,750 10,281and $08,750, respectively.

 

Note 11—10—Paycheck Protection Program Loan

On April 16, 2020, the Company received loan proceeds in the amount of approximately $70,600 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, ReliefPatent Assignment and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an annual interest rate of 1%, with a deferral of payments through the date that the Small Business Administration remits the borrower’s loan forgiveness amount to the lender. The Company was notified on June 1, 2021 that the loan totaling $70,600 was forgiven which was recorded as a gain on debt forgiveness on the Condensed Consolidated Statement of Comprehensive Loss.

Note 12—Patent assignment and royalty agreementRoyalty Agreement

 

In November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership or licensing agreement including the assigned patents.No revenue has been received subject to these agreements as of March 31, 2023 and 2022.

 

Note 11—Subsequent Events

On April 4, 2023, the Company’s Compensation Committee approved the issuance of 750,000 stock options under the 2021 Stock Incentive Plan. These shares had a grant date fair value of $1.55 per share or a cumulative fair market value of $978,675 as calculated using Black-Scholes (exercise price $1.55 per share, stock price $1.55 per share, volatility of 122.12%, discount rate of 3.39% and five-year term). The grant was segmented into three vesting tranches based upon service dates (i) 250,000 units vest on the grant date, (ii) 250,000 units vest on the first anniversary of the grant date, and (iii) 250,000 units vest on the second anniversary of the grant date. The Company is amortizing the expenses over the vesting cycles of the individual tranches.

On April 13, 2023, The Board approved a payment of $500,000 to Mr. Jonnie Williams, Sr., a stockholder. Mr. Williams has met with potential strategic corporate partners on behalf of the Company as part of the Company’s business development efforts and has furthered the Company’s investor relations outreach by meeting with various current and potential investors and investment banks. As a result of these activities, Mr. Williams incurred significant expenses and the Board deemed it advisable and in the best interests of the Company and its stockholders to reimburse Mr. Williams for the expenses incurred. The reimbursement was paid on April 14, 2023.

On April 27, 2023, a shareholder exercised 135,135 prepaid equity forward contracts for 135,135 shares of common stock, no par value for net proceeds of $0.

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Item 2. Management’s Discussion and Analysis of Financial ConditionsCondition and Results of Operations.

The information set forth below should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements based on our current expectations, assumptions, estimates and projections. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these forward-looking statements as a result of certain factors, including those discussed in Part II, Item 1A of this Quarterly Report on Form 10-Q, entitled “Risk Factors.” References in this discussion and analysis to “us,” “we,” “our,” or “the Company” refer collectively to MyMD Pharmaceuticals, Inc.

Our financial statements are prepared in accordance with GAAP. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.

 

This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the Securities and Exchange Commission (the “SEC” and such reports, collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

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Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to:

 

 fluctuation and volatility in market price of our common stockCommon Stock due to market and industry factors, as well as general economic, political and market conditions;
 
the impact of dilution on our shareholders;
 our ability to realize the intended benefits of the Merger (as defined below) and the Contribution Transaction (as defined below)our investment in Oravax Medical, Inc.;
 the impact of our ability to realize the anticipated tax impact of the Merger;
 the outcome of litigation or other proceedings we may become subject to in the future;
 
delisting of our common stockCommon Stock from the Nasdaq;
 our availability and ability to continue to obtain sufficient funding to conduct planned research and development efforts and realize potential profits;
 
our ability to develop and commercialize our product candidates, including MYMD-1, Supera-CBD and other future product candidates;
 the impact of the complexity of the regulatory landscape on our ability to seek and obtain regulatory approval for our product candidates, both within and outside of the U.S.;
 
the required investment of substantial time, resources and effort for successful clinical development and marketization of our product candidates;
 
challenges we may face with maintaining regulatory approval, if achieved;
 the potential impact of changes in the legal and regulatory landscape, both within and outside of the U.S.;
 the impact of the ongoing COVID-19 pandemic on the administration, funding and policies of regulatory authorities, both within and outside of the U.S.;
 
our dependence on third parties to conduct pre-clinical and clinical trials and manufacture its product candidates;
 the impact of the ongoing COVID-19 pandemic on our results of operations, business plan and the global economy;
 challenges we may face with respect to our product candidates achieving market acceptance by providers, patients, patient advocacy groups, third party payors and the general medical community;
 
the impact of pricing, insurance coverage and reimbursement status of our product candidates;
 
emerging competition and rapidly advancing technology in our industry;
 our ability to obtain, maintain and protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on its proprietary rights;
 
our ability to maintain adequate cyber security and information systems;
 our ability to achieve the expected benefits and costs of the transactions related to the acquisition of Supera Pharmaceuticals, Inc. (“Supera”);

29

 our ability to effectively execute and deliver our plans related to commercialization, marketing and manufacturing capabilities and strategy;
 
emerging competition and rapidly advancing technology in our industry;
 our ability to obtain adequate financing in the future on reasonable terms, as and when we need it;
 
challenges we may face in identifying, acquiring and operating new business opportunities;
 our ability to retain and attract senior management and other key employees;
 
our ability to quickly and effectively respond to new technological developments;
 changes in political, economic or regulatory conditions generally and in the markets in which we operate; and
 
our compliance with all laws, rules, and regulations applicable to our business.

 

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Overview

 

Following the closing of the Merger and the Contribution Transaction described below that occurred on April 16, 2021, we have beenMyMD is focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD:

 

 MYMD-1 is a clinical stage small molecule that regulates the immunometabolic system to treat autoimmune disease, including (but not limited to) multiple sclerosis, diabetes, rheumatoid arthritis, and inflammatory bowel disease. MYMD-1 is being developed to treat age-related illnesses such as frailty and sarcopenia. MYMD-1 works by regulating the release of numerous pro-inflammatory cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”). MYMD-1 currently is being evaluated in patients with sarcopenia (age-related muscle loss). The company has significant intellectual property coverage to protect these autoimmune indications, as well as therapy as an anti-aging product;product.

The Phase 2 multi-center double-blind, placebo controlled, randomized study (NCT05283486) is currently ongoing to investigate the efficacy, tolerability and pharmacokinetics of MYMD-1 in the treatment of chronic inflammation associated with sarcopenia/frailty inpatients aged 65 years or older. The study’s primary objective is to demonstrate reduction of chronic inflammatory markers in patients treated with MYMD-1® versus placebo. To qualify for the clinical trial, patients’ biomarkers during the screening period must be within the following criteria: IL-6 ≥ 2.5pg/mL; and/or sTNFR-1 ≥ 1500pg/mL.

On average, it is estimated that 5 to 13% of elderly people between the ages of 60 and 70 are affected by sarcopenia. These numbers increase to 11 to 50% for those aged 80 or above.1 Currently, there are no FDA approved treatments for chronic inflammation associated with sarcopenia/frailty for those aged 65 years or older.

“The aging disorders market is expected to be at least $600 billion by 20252,”. “TNF-α blockers are the most prescribed drugs by revenue, a global market of approximately $40 billion per year.3 Studies have shown that a slowdown in aging that increases life expectancy by one year is worth $38 trillion and by 10 years is worth $367 trillion.4

References:

1. von Haehling S, Morley JE, Anker SD. An overview of sarcopenia: facts and numbers on prevalence and clinical impact. J Cachexia Sarcopenia Muscle. 2010 Dec;1(2):129-133. doi: 10.1007/s13539-010-0014-2. Epub 2010 Dec 17. PMID: 21475695; PMCID: PMC3060646.

2. https://www.cnbc.com/2019/05/08/techs-next-big-disruption-could-be-delaying-death.html.

3. October 9, 2019, Tumor Necrosis Factor (TNF) Inhibitor Drugs Market, Acumen Research and Consulting

4.Nature Aging | VOL 1 | July 2021 | p. 616–623

   
 

Supera-CBD is a synthetic analog of cannabidiol (“CBD”) being developed to treat various conditions, including, but not limited to, epilepsy, pain, and anxiety/depression, through its effects on the CB2 receptor, and a monoamine oxidase enzyme (“MAO”) type B. Supera-CBD has shown tremendous promise in treating neuroinflammatory and neurodegenerative diseases, and will be a major focus as the Company moves forward.

The U.S. Drug Enforcement Administration (DEA) has conducted a scientific review and determined that investigational cannabinoid Supera-CBD is not currently considered a controlled substance or listed chemical. The scientific review of the chemical structure of Supera-CBD was conducted in accordance with the Controlled Substances Act (CSA) and its governing regulations.

 

The rights to Supera-CBD were previously owned by Supera and were acquired by MyMD Florida (as defined below) immediately prior to the closing of the Merger.

Closing of the Merger and Reverse Stock Split

 

On April 16, 2021, pursuant to the previously announced Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto, dated March 16, 2021 (the Original Merger Agreement, as amended by Amendment No. 1, the “Merger Agreement”), by and among MyMD, a New Jersey corporation previously known as Akers Biosciences, Inc., XYZ Merger Sub, Inc. (“Merger Sub”), and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation previously known as MyMD Pharmaceuticals, Inc. (“MyMD Florida”), Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of pre-Merger MyMD Florida’s common stock,Common Stock, par value $0.001 per share (the “MyMD Florida Common Stock”), including shares underlying pre-Merger MyMD Florida’s outstanding equity awards, was converted into the right to receive (x) 0.7718 shares (the “Exchange Ratio”) of the Company’s common stock,Common Stock, no par value per share (the “Company Common Stock” or “Common Stock”), (y) an amount in cash, on a pro rata basis, equal to the aggregate cash proceeds received by the Company from the exercise of any options to purchase shares of MyMD Florida Common Stock outstanding at the effective time of the Merger assumed by the Company upon closing of the Merger prior to the second-year anniversary of the closing of the Merger (the “Option Exercise Period”), such payment (the “Additional Consideration”), and (z) potential milestone payment in shares of Company Common Stock up to the aggregate number of shares issued by the Company to pre-Merger MyMD Florida stockholders at the closing of the Merger (the “Milestone Payments”) payable upon the achievement of certain market capitalization milestone events (the “Milestone Events”) during the 36-month period immediately following the closing of the Merger (the “Milestone Period”). The Milestone Events and corresponding Milestone Payments are set forth in the table below.

 

Milestone Event Milestone Payment
Market capitalization of the combined company for at least ten (10) trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500,000,000 (the “First Milestone Event”). $20,000,000
For every $250,000,000 incremental increase in market capitalization of the combined company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1,000,000,000 market capitalization of the combined company. $10,000,000 per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1,000,000,000, such $10,000,000 payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event, as defined below).
Market capitalization of the combined company for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $1,000,000,000 (the “Second Milestone Event”) $25,000,000
For every $1,000,000,000 incremental increase in market capitalization of the combined company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period. $25,000,000 per each incremental increase

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For purposes of the table above, “market capitalization” means, with respect to any trading day, the product of (i) the total outstanding shares of the combined company common stockCommon Stock and (ii) the volume weighted average trading price for the combined company common stockCommon Stock for such trading day.

 

Immediately following the effective time of the Merger, the Company effected a 1-for-2 reverse stock split of the issued and outstanding Company Common Stock (the “Reverse Stock Split”). Upon completion of the Merger and the transactions contemplated in the Merger Agreement, (i) the former MyMD Florida equity holders owned approximately 77.05% of the outstanding equity of the Company on a fully diluted basis, assuming the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company Common stock and including 4,188,315 shares of Company Common Stock underlying options to purchase shares of MyMD Florida Common Stock assumed by the company at closing and after adjustments based on the Company’s net cash at closing; and (ii) former Akers Biosciences, Inc. stockholders own approximately 22.95% of the outstanding equity of the Company.

 

Effective as of 4:05 pm Eastern Time on April 16, 2021, we filed an amendment to its Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split. As a result of the Reverse Stock Split, immediately following the effective time of the Merger, every two shares of our Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of our Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Each stockholder who did not have a number of shares evenly divisible pursuant to the Reverse Stock Split ratio and who would otherwise be entitled to receive a fractional share of our Common Stock was entitled to receive an additional share of our Common Stock.

 

In connection with the closing of the Merger, we changed our name to MyMD Pharmaceuticals, Inc. and its NASDAQour trading symbol on The Nasdaq Capital Market to MYMD. For additional information concerning the Merger, please see Note 3 to the Company’s Condensed Consolidated Financial Statements.

Closing of Contribution and Assignment Agreement

We acquired 100% of the membership interests of Cystron Biotech, LLC (“Cystron”) pursuant to a Membership Interest Purchase Agreement, dated March 23, 2020 (as amended by Amendment No. 1 on May 14, 2020, the “MIPA”) from certain selling parties (the “Cystron Sellers”). Cystron is a party to a License and Development Agreement (as amended and restated on March 19, 2020, in connection with our entry into the MIPA, the “License Agreement”) with Premas Biotech PVT Ltd. (“Premas”) whereby Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ genetically engineered yeast (S. cerevisiae)-based vaccine platform, D-Crypt™, for the development of a vaccine against COVID-19 and other coronavirus infections. We had partnered with Premas on this initiative as we sought to advance this COVID-19 vaccine candidate through the regulatory process, both with the U.S. Food and Drug Administration (“FDA”) and the office of the drug controller in India. Premas was primarily responsible for the development of the COVID-19 vaccine candidate through proof of concept and was entitled to receive milestone payments upon achievement of certain development milestones through proof of concept.

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As of May 14, 2020, Premas had successfully completed its vaccine prototype and obtained transmission electron microscopic (TEM) images of the recombinant virus like particle (VLP) assembled in yeast. In July 2020, animal studies for the COVID-19 vaccine candidate were initiated in India. In addition, we announced that Premas had successfully completed the manufacturing process for the VLP vaccine candidate. On August 27, 2020, we announced with Premas positive proof of concept results from the animal studies conducted during a four-week test of the COVID-19 vaccine candidate in mice. On March 18, 2021, the Company and the Cystron Sellers, which are also shareholders of Oravax Medical, Inc. (“Oravax”), entered into a Termination and Release Agreement terminating the MIPA effective upon consummation of the Contribution Agreement (as defined below). In addition, the Cystron Sellers agreed to waive any change of control payment triggered under the MIPA as a result of the Merger.

On April 16, 2021, pursuant to the Contribution and Assignment Agreement, dated March 18, 2021 (the “Contribution Agreement”) by and among the Company, Cystron, Oravax and, for the limited purpose set forth therein, Premas, the parties consummated the transactions contemplated therein. Pursuant to the Contribution Agreement, effective upon the closing of the Merger, the Company agreed (i) to contribute an amount in cash equal to $1,500,000 to Oravax and (ii) cause Cystron to contribute substantially all of the assets associated with its business or developing and manufacturing Cystron’s COVID-19 vaccine candidate to Oravax (the “Contribution Transaction”). In consideration for the Company’s commitment to consummate the Contribution Transaction, Oravax issued to the Company 390,000 shares of its capital stock (equivalent to 13% of Oravax’s outstanding capital stock on a fully diluted basis) and assumed all of the obligations or liabilities in respect of the assets of Cystron (excluding certain amounts due to Premas), including the obligations under the license agreement with Premas. In addition, Oravax agreed to pay future royalties to the Company equal to 2.5% of all net sales of products (or combination products) manufactured, tested, distributed and/or marketed by Oravax or its subsidiaries. For additional information concerning the Contribution Transaction, please see Note 3 to the Company’s Condensed Consolidated Financial Statements.

Following the Contribution Transaction, Oravax is expected to pursue the COVID-19 vaccine candidate. MyMD is currently evaluating several options with respect to its interest in Oravax, including a potential distribution of Oravax shares to the MyMD shareholders. This would make Oravax a publicly held company. MyMD’s interest in Oravax consists of 13% of Oravax’s outstanding shares of capital stock and the rights to a 2.5% royalty on all future net sales. In addition, MyMD currently has the right to designate a member of the board of directors of Oravax, pursuant to which Mr. Joshua Silverman, our Chairman of the Board, has been designated to serve as a director of Oravax.

Impact of the COVID-19 Pandemic on Our Business and Company Operations

The ultimate impact of the ongoing global COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to future developments. These include but are not limited to the duration of the COVID-19 pandemic, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that regulators, or our board of directors or management of the Company, may determine are needed. We do not yet know the full extent of potential delays or impacts on our business, healthcare systems or the global economy. We will continue to monitor the COVID-19 situation closely.

In response to public health directives and orders, we have implemented work-from-home policies for many of our employees and temporarily modified our operations to comply with applicable social distancing recommendations. The effects of the orders and our related adjustments in our business have in the past and may continue to negatively impact productivity, disrupt our business and delay our timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course. Similar health directives and orders are affecting third parties with whom we do business. Further, restrictions on our ability to travel, stay-at-home orders and other similar restrictions on our business have limited our ability to support our operations.

Severe and/or long-term disruptions in our operations will negatively impact our business, operating results andcondensed consolidated financial condition in other ways, as well. Specifically, we anticipate that the stress of COVID-19 on healthcare systems generally around the globe will negatively impact regulatory authorities and the third parties that we may engage in connection with the development and testing of our therapeutic targets.

To date, we have encountered delays in receiving critical clinical supplies from our manufacturer in India, which has impacted our ability to execute our development plan and the studies needed to advance product development have been delayed by the Company’s difficulty recruiting patients for the required clinical trials.

In addition, while the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, it has significantly disrupted global financial markets, and may limit our ability to access capital, which could in the future negatively affect our liquidity. A recession or market correction resulting from the continuation of the COVID-19 pandemic could materially affect our business and the value of our common stock.statements.

 

Financial Operations Overview

We will not generate revenue from product sales unless and until we successfully complete clinical development, obtain regulatory approval for, and successfully commercialize our MYMD-1 and Supera-CBD product candidates. The lengthy process of securing marketing approvals for new drugs requires the expenditure of substantial resources. Any significant delay or failure to obtain regulatory approvals would materially adversely affect our product candidate’s development efforts and our business overall. In addition, if we obtain regulatory approval for MYMD-1 and/or Supera-CBD, we expect to incur significant expenses related to developing our commercialization capability to support product sales, marketing, manufacturing and distribution activities.

 

We anticipate that our expenses will increase significantly as we:

 

 advance the development of our MYMD-1 and Supera-CBD;
 
initiate and continue research and preclinical and clinical development of potential new product candidates;
 maintain, expand and protect our intellectual property as it pertains to MYMD-1 and Supera-CBD;
 
expand our infrastructure and facilities to accommodate our growing employee base and ongoing development activities;
 establish agreements with contract research organizations, or CROs, and third-party contract manufacturing organizations, or CMOs, in connection with our Supera-CBD preclinical studies, MYMD-1 ongoing and planned clinical trials, Supera-CBD clinical trials and the development of our manufacturing capabilities for MYMD-1 and Supera-CBD;
 
develop the large-scale manufacturing processes and capabilities for the commercialization of our MYMD-1 and Supera-CBD drug products;
 
seek marketing approvals for our MYMD-1 and Supera-CBD product candidates that successfully complete clinical trials and
 establish a sales, marketing and distribution infrastructure to commercialize MYMD-1 and Supera-CBD should we obtain marketing approval

 

As a result of these anticipated expenditures, we will need substantial additional funding to support our continuing operations and pursue our growth strategy.

3234
 

 

Components of our Results of Operations

Revenue

 

We have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the near future. If our research and development efforts with MYMD-1 and Supera-CBD are successful, we may generate revenue from product sales or through license agreements with third parties.

 

Operating Expenses

 

Our operating expenses are broken into several components, including research and development and general and administrative costs.

 

We expect operating expenses to increase as we progress through the various clinical trials in the development of MYMD-1 and Supera-CBD.

 

Research and developmentDevelopment

 

Our research and development expenses primarily consist of costs associated with the development of MYMD-1 and Supera-CBD. These costs include, but are not limited to:

 

Salaries, wages and benefits of the research and development staff;
Contractual agreements with third parties including contract research organizations, preclinical activities and clinical trials.trials;
Outside consultants including fees and expensesexpenses;
Laboratory supplies and equipmentequipment;
Regulatory compliancecompliance; and
Patent application and maintenance costs to protect our intellectual property.

 

Six of our nine employees are principally involved in research and development activities for either MYMD-1 or Supera-CBD. Their salaries, wages and benefits are captured as a component of research and development but not allocated to specific projects.

 

We utilize third party contractors and consultants with expertise in specific research or development activities to perform work under the supervision of our researchers. We believe this allows us to control costs and to progress through the development cycle and to utilize our staff more efficiently.

 

It is difficult to project with absolute accuracy the duration or final cost of the development of MYMD-1 and Super-CBD or if revenue will be generated from the commercialization of these components. The process of achieving regulatory approval is very costly and time consuming. A few of the many factors that contribute to costs of duration include:

 

Size and scope of pre-clinical trialstrials;
The phases of clinical development and the stage of our product candidates in the cyclecycle;
Per subject trial costscosts;
The number of sites required for the trials and the availability of appropriate sites to perform the trialstrials;
The time that is required to enroll the appropriate number of trial participantsparticipants; and
The time required to achieve the approval of regulatory agencies.

 

35

General and Administrative

General and administrative expenses primarily consist of salaries, wages and benefits for our employees in the executive, legal and accounting functions and third partythird-party costs for legal, accounting, insurance, investor relations, stock market and board expenses.

We expect general and administrative expenses to decline over the near-term. We incurred significant non-recurring legal and accounting fees associated with our merger with Akers Biosciences and we do not anticipate the addition of new general and administrative staff.

Although treated as components of general and administrative expenses, we have chosen to disclose the following significant items separately:

Interest Expense and Accretion of Debt Discount (related party)

Interest expense and accretion of debt discount are the financing costs associated with the Starwood line-of credit which was terminated upon the closing of the merger with Akers Biosciences and the related line-of-credit plus the accumulated interest due was paid in full.

Stock Based Compensation

Stock basedStock-based compensation includes the fair market value, as determined by Black-Scholes, of stock options issued to key staff and consultants.

Warrant Issuance Expenses

Warrant issuance expenses represent the portion of the fees and offering expenses incurred in connection with the February 2023 Offering attributable to the issuance of the February 2023 Warrants.

Other Income (Expense), net

Other income (expense), net consists of interest and dividends earned on our cash, cash equivalents, and investments, lossesgains/(losses) on the sale of marketable securities, lossesgains/(losses) on the changes of fair value of equity investments, gainsgains/(losses) on the forgivenesschanges of debtfair value of warrant liabilities, gains/(losses) on the changes of fair value of derivative liabilities, and an uninsured casualty loss.

33

 

RESULTS OF OPERATIONSResults of Operations

Summary of Statements of Operations for the Three Months Ended March 31, 20222023 and 20212022

We are focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD. The following table summarized the results of operations for the three months ended March 31, 20222023 and 2021.2022.

 

 

For the Three Months Ended

March 31,

 Percent  

For the Three Months Ended

March 31,

 
Description 2022 2021 Change  2023 2022 
Operating Expenses                    
General and Administrative $

1,395,112

  $

1,078,163

  

29.4

  $987,987  $1,395,112 
Research and Development 2,629,741   1,350,976   94.7   770,430   2,629,741 
Interest Expense & Accretion of Debt Discount  -   660,564   (100.0)
Stock Based Compensation  97,000   -   100.0 
Stock-Based Compensation  

69,068

   97,000 
Warrant Issuance Expenses  762,834   - 
Total Operating Expenses $4,121,853  $3,089,703   33.4   2,590,319   4,121,853 
Loss from Operations  (4,121,853)  (3,089,703)  33.4   (2,590,319)  (4,121,853)
Other Expense  (180)  -   - 
Other Income (Expense), net  1,078,587   (180)
Net Loss $(4,122,033) $(3,089,703)  33.4  $(1,511,732) $(4,122,033)

 

Revenue

We had no revenue from operations during the three months ended March 31, 20222023 and March 31, 2021.2022.

 

ResearchGeneral and DevelopmentAdministrative Expenses

Research and development expenses for the three months ended March 31, 2022 totaled $2,629,741 as compared to $1,350,976 for the three months ended March 31, 2021.

 

The table below summarizes our researchgeneral and development expenses for the three months ended March 31, 2022 and 2021 as well as the percentage of change year-over-year:

  

For the Three Months Ended

March 31,

  Percent 
Description 2022  2021  Change 
Salaries and Wages $211,420  $175,149   20.7 
Development Programs  1,479,472   931,872   58.8 
Professional Services  -   10,535   (100.0)
Regulatory Expenses  932,563   192,990   383.2 
Other Research and Development Expenses  6,286   40,430   (84.5)
Total Research and Development Expenses $2,629,741  $1,350,976   94.7 

Salaries and wages increased $36,271 for the three months ended March 31, 2022. The increase is attributed to the addition of an additional staff position.

Development program costs include those associated with pre-clinical development, clinical trials and other manufacturing and development programs. Costs increased $547,600 for the three months ended March 31, 2022 related to the advancement of pre-clinical toxicology studies, Phase I clinical trials and the acquisition of base compounds for current and future trials.

Professional services costs declined $10,535 for the three months ended March 31, 2022. These costs are primarily related to legal and patent related fees associated with the protection of our intellectual property.

Regulatory expenses increased $739,573 for the three months ended March 31, 2022. These expenses include clinical research organizations (CRO) and regulatory consulting fees associated with Phase 2 clinical study designs, protocol preparations and the maintenance of FDA Investigational New Drug Applications (IND).

Other research and development expenses declined $34,144 for the three months ended March 31, 2022. These expenses include laboratory supplies, training and travel for department personnel while working with third party trial sites.

Administrative Expenses

Administrative expenses for the three months ended March 31, 2022, totaled $1,395,112, as compared to $1,078,163 for the three months ended March 31, 2021.

34

The table below summarizes our administrative expenses for the three months ended March 31, 20222023 and 2021 as well as the percentage of change year-over-year:2022:

 

 

For the Three Months Ended

March 31,

 Percent  

For the Three Months Ended

March 31,

 
Description 2022 2021 Change  2023 2022 
Personnel Costs $354,653  $162,815   117.8  $286,727  $354,653 
Professional Service Costs  347,614   463,514   (25.0)  175,785   347,614 
Stock Market & Investor Relations Costs  270,070   45,895   488.5   101,528   270,070 
Other Administrative Costs  422,775   405,939   4.1   423,947   422,775 
Total Administrative Expense $1,395,112  $1,078,163   29.4  $987,987  $1,395,112 

36

 

Personnel costs increased $191,838 fordecreased $67,926 during the three months ended March 31, 2022. Two additional staff members2023. During the three months ended March 31, 2022, bonuses were acquired duringincluded in general and administrative expenses, regardless of the merger with Akers Biosciences and a 20% allocation for two research and development staff members has been madeemployee’s primary responsibilities. During the three months ended March 31, 2023, these bonuses were allocated to account for their administrative duties.the appropriate department based upon the employee’s responsibilities.

 

Professional services costs declined $115,900decreased $171,829 during the three months ended March 31, 2022.2023. These costs included legal and accounting and specialized consulting services related to the merger as well as other legal and accounting services regularly incurred in the normal course of business. The decrease is primarily related to non-recurring legal and accounting expenses recorded during the three months ended March 31, 2022 that were related to the Merger.

 

Stock market and investor relations costs increased $224,175decreased $168,542 during the three months ended March 31, 2022.2023. These costs include the annual NASDAQNasdaq listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication efforts and the costs of annual and special shareholder meetings. Prior to the Merger, MyMD Florida was not a reporting company and did not experience the costs associated with a publicly reporting entity.

 

Other administrative expenses increased $16,836 for$1,172 during the three months ended March 31, 2022.2023. These costs include Board expenses, business insurance, corporate travel and other general operating expenses. We incurred significant decreases in costs associated with the settlement of shareholder litigation related to the merger.terminated aircraft lease, corporate travel and legal settlements, which was offset by increases director’s fees and business insurance costs.

 

Interest Expense and Accretion of Debt DiscountStock-Based Compensation

 

Interest expense and the accretion of the debt discount on the line-of-credit declined $660,564 duringDuring the three months ended March 31, 2022. The line-of-credit included a requirement2023, stock-based compensation totaled $69,068. These expenses include stock options issued to issue one share of stock for each dollar borrowed. The fair market value, as determined using Black-Scholes, was amortized over the remaining life of the credit line. The line of credit also carried an annualized 5% interest rate.

The line of credit was terminated on April 16, 2021 in relation to the mergerstaff and was paid in full on April 28, 2021.

Stock-Based Compensationservice providers.

 

During the three months ended March 31, 2022, we issued 200,000 stock options to an employee with an issue date fair value of $3.59 per option. The options expire January 28, 2029 and are subject to a variable vesting schedule. For the three months ended March 31, 2022, we recognized expenses of $81,002.

 

WeDuring the three months ended March 31, 2022, we issued 4,040 restricted stock units with an issue date fair value of $3.96 per RSU. These units vested upon issue. For the three months ended March 31, 2022, we recognized expenses of $15,998.

Other IncomeWarrant Issuance Expenses

During the three months ended March 31, 2023, we issued 6,651,885 February 2023 Warrants in connection with the February 2023 Offering. The portion of the fees and Expenseoffering expenses incurred in connection with the February 2023 Offering attributable to the issuance of the February 2023 Warrants totaled $762,834.

Other expense, net of income,There were no warrant issuance expenses for the three months ended March 31, 2022, totaled $180. Other income, net of expense,2022.

Research and Development Expenses

The table below summarizes our research and development expenses for the three months ended March 31, 2023 and 2022:

  

For the Three Months Ended

December 31,

 
Description 2023  2022 
Salaries and Wages $291,624  $211,420 
Development Programs  380,588   1,479,472 
Professional Services  69,264   - 
Regulatory Expenses  

7,100

   932,563 
Other Research and Development Expenses  22,004   6,286 
Total Research and Development Expenses $770,430  $2,629,741 

Salaries and wages increased $80,204 during the three months ended March 31, 2023. The increase is attributed to the full year costs of a staff member added in May 2021 totaled $0.and bonuses paid to three employees.

Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs decreased $1,098,884 during the three months ended March 31, 2023 as a result of the completion of pre-clinical toxicology studies, the completion of Phase 1 clinical trials and the acquisition of base compounds for current and future trails.

Professional services costs increased $69,264 during the three months ended March 31, 2023. These costs are primarily related to legal and patent related fees associated with the protection of our intellectual property.

Regulatory expenses decreased $925,463 during the three months ended March 31, 2023. Regulatory expenses include clinical research organizations (CRO) and regulatory consulting fees associated with Phase 2 clinical study designs, protocol preparations and the maintenance of the investigator brochures.

Other research and development expenses increased $15,718 during the three months ended March 31, 2023. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites.

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Other Income and Expense

 

The table below summarizes our other income and expenses for the three months ended March 31, 20222023 and 2021, as well as the percentage of change year-over-year:2022:

 

  

For the Three Months Ended

March 31,

  Percent 
Description 2022  2021  Change 
          
Realized Loss on Investments $1,650  $-   100.0%
Equity Investments Losses  3,092   -   100.0%
Interest and Dividend Income  (120)  -   100.0%
Gain on Recovery of Casualty Loss  (4,442)  -   100.0%
Total Other Expense, Net of Income $180  $-   100.0%
  For the Three Months Ended
March 31,
 
Description 2023  2022 
Interest and Dividend Income $(25,824) $(120)
(Gain)/Loss on Investments  (175)  1,650 

Loss on changes in fair value of Equity Investments

  1,712   3,092 

Gain on changes in fair value of Warrant Liabilities

  

(1,175,000

)  - 

Loss on changes in fair value of Derivative Liabilities

  

120,700

   - 
Uninsured Casualty (Gain)/Loss  -   (4,442)
Total Other (Income)/Expense $(1,078,587) $180 

Realized losses on investments were $1,650Other income, net of expenses, totaled $24,287 for the three months ended March 31, 2022 as compared to $0 for the same period in 2021.

Equity investment losses were $3,0922023, and other expenses, net of income, totaled $180 for the three months ended March 31, 2022 as compared $0 for the same period in 2021. The losses were due to a decrease in the fair market value of the equity investments.2022.

 

InterestDuring the three months ended March 31, 2023 interest and dividend income, increasedthe changes in fair value of our investments and realized gains from the sale of investments were primarily the result of rising interest rates.

During the three months ended March 31, 2023, the Company recorded a loss of $120,100 related to $120 forthe change in fair value of the derivative liabilities, which is recorded in other income (expense) on the Statements of Operations. The Company estimated the $3.3 million fair value of the bifurcated embedded derivative at March 31, 2023 using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $1.72 on the valuation date, estimated equity volatility of 125.0%, estimated traded volume volatility of 195.0%, the time to maturity of 1.25 years, a discounted market interest rate of 6.4%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 0.4%.

During the three months ended March 31, 2023, the Company recorded a gain of $1,175,000 related to the change in fair value of the warrant liabilities, which is recorded in other income (expense) on the Statements of Operations. The fair value of the Warrants of approximately $9.4 million was estimated at March 31, 2023 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 4.9 years; equity volatility of 125.0%; and a risk-free interest rate of 3.61%.

During the three months ended March 31, 2022, comparedwe recovered $4,442 from a financial institution related to $0 for the three months ended March 31,an uninsured casualty loss that occurred in August 2021.

 

We recovered $4,442 of the uninsured casualty losses identified in October 2021.

35

Liquidity and Capital Resources

 

As of March 31, 2022, our2023, the Company’s cash on hand totaled $1,189,223was $188,548 and marketable securities totaling $7,998,891. Wewere $15,359,954. The Company has incurred a net loss from operations of $4,122,033$1,511,732 for the three months ended March 31, 2022.2023. As of March 31, 2022, we2023, the Company had working capital of $7,605,453, shareholders’$14,661,121 and stockholders’ equity of $19,622,141 and$13,094,059 including an accumulated deficit of $82,683,601.$95,428,969. During the three months ended March 31, 2022,2023, cash flows used in operating activities were $2,366,182$3,971,642, consisting primarily of a net loss of $4,122,033 offset by$1,511,732, an increase in prepaid expenses of $172,351 and a reduction in trade and other payables of $1,431,487.$1,304,021 offset by non-cash change in the fair value of the warrant liabilities of $1,175,000. Since its inception, the Company’s inception, we haveCompany has met ourits liquidity requirements principally through the sale of our common stockits Common Stock in public offerings and private placements.

 

Holders of the Company’s Series F Preferred Shares (as defined below) are entitled to certain dividends and amortization payments as described in the section titled “Series F Preferred Shares” below. Each payment may be made in cash or, at the Company’s option and subject to certain conditions, either in shares of Common Stock in an amount based on the Conversion Price in effect at the time that such payment is due or in a combination of cash and shares of Common Stock. If the Company elects to make all payments to the holders of the Series F Preferred Shares that fall due within the twelve-month period following March 31, 2023 in cash, the Company estimates that it will pay to the holders of the Series F Preferred Shares up to $12.75 million, assuming that a Triggering Event (as defined in the Certificate of Designation) has not occurred. The dividend rate is subject to adjustment, and the actual amount due to the holders of the Series F Preferred Shares may exceed such amount. If the Company elects to make all such payments in shares of Common Stock, based on the Conversion Price of $2.255 per share of Common Stock in effect as of March 31, 2023 and 15,000 shares of Series F Preferred Stock outstanding as of March 31, 2023, the Company estimates that it will issue to the holders of the Series F Preferred Shares up to 5.7 million shares of Common Stock. The Conversion Price is subject to adjustment, including based on the market price of the Company’s Common Stock during the thirty trading day period immediately prior to the date on which a payment is due to the holders of the Series F Preferred Shares, and the actual number of shares issuable to the holders of the Series F Preferred Shares may exceed such number. For more information regarding payments due to the holders of the Series F Preferred Shares, see the section titled “Series F Preferred Shares” below.

Management has evaluated the Company’s current cash requirements for operations in conjunction with management’s strategic plan (which includes financing activities) and believes that the Company’s current financial resources as of the date of the issuance of these condensed consolidated financial statements, are sufficient to fund its current operating budget and contractual obligations as of March 31, 20222023 as they fall due within the next twelve-month period, , alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these condensed consolidated financial statements.

 

Management has created an alternative plan providing that, in the event no financing consummated by September 30, 2022, management will slow down clinical efforts in order to maintain adequate cash reserves to maintain operations for an additional six months, providing additional time for the Company to complete a financing. Management believes a financing will occur prior to September 30, 2022.Operating Activities

 

Operating ActivitiesOur net cash used in operating activities totaled $3,971,642, consisting primarily of a net loss of $1,511,732, an increase in prepaid expenses of $172,351 and a reduction in trade and other payables of $1,304,021 offset by non-cash change in the fair value of the warrant liabilities of $1,175,000.

 

Our net cash used byin operating activities totaled $2,366,182 during the three months ended March 31, 2022. Net cash used consisted principally of the net losslosses from operations of $4,122,033 and partially offset by an increase in trade and other payables of $1,431,487.

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Investing Activities

 

Our net cash used by operating activities totaled $1,505,182 during the three months ended March 31, 2021. Net cash used consisted principally of the net loss of $3,089,703 partially offset by non-cash accretion of the debt discount of $608,460 and an increase in trade and other payables of $927,935.

Investing Activities

Our net cash providedconsumed by investing activities totaled $2,999,438$11,274,589 for the three months ended March 31, 2022,2023 as compared to cash provided by investing activities total $0totaling $2,999,438 during the three months ended March 31, 2021.2022. During the three months ended March 31, 2023 we purchased securities totaling $13,024,5569 and sold securities totaling $1,749,970. During the three months ended March 31, 2022 we purchased securities totaling $562 (2021: $0) and sold securities totaling $3,000,000 (2021: $0).$3,000,000.

 

Financing Activities

 

Net cash provided by financing activities during the three months ended March 31, 20222023 was $0 as compared to $1,794,182$14,685,689, which consisted of the net proceeds from the sale of Series F Convertible Preferred Stock, net of offering costs. Net cash provided by financing activities during the three months ended March 31, 2021. During2022 was $0.

August 2022 Offering

On August 15, 2022, we entered into a securities purchase agreement (the “August 2022 SPA”) with certain accredited and institutional investors pursuant to which we agreed to issue 1,411,764 shares of Common Stock (the “August 2022 Shares”) in a registered direct offering and unregistered warrants to purchase up to an aggregate of 1,411,764 shares of Common Stock in a concurrent private placement (the “August 2022 Warrants”). The August 2022 Warrants have an exercise price of $5.25 per share, became exercisable six months following the three months ended March 31, 2021 wedate of issuance and have a term of exercise equal to five years from the initial exercise date. We received $1,800,000 in net proceeds from the bridge loansale of the August 2022 Shares and paid $5,818the August 2022 Warrants, after deducting fees and other estimated offering expenses payable by the Company, of approximately $5.5 million. As of March 31, 2023, none of the August 2022 Warrants have been exercised and 1,411,764 of the August 2022 Warrants remain outstanding.

February 2023 Offering

On February 21, 2023, we entered into a Securities Purchase Agreement (the “February 2023 SPA”) with certain accredited investors, pursuant to which we agreed to sell in a registered direct offering (the “February 2023 Offering”) (i) an aggregate of 15,000 shares (the “Series F Preferred Shares”) of our newly-designated Series F Convertible Preferred Stock, with a stated value of $1,000 per Preferred Share and without par value (the “Series F Preferred Stock”), convertible into shares of Common Stock (the “Series F Conversion Shares”) pursuant to the terms of the Certificate of Designations of the Series F Preferred Stock (the “Certificate of Designation”), and (ii) 6,651,885 warrants (the “February 2023 Warrants”) to acquire up to an aggregate of 6,651,885 shares of Common Stock, subject to adjustment (the “February 2023 Warrant Shares”). The Conversion Price (as defined below) is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).

At closing, we received net proceeds from the February 2023 Offering of approximately $13.9 million, after deducting various fees and expenses. We intend to use the net proceeds from this offering for general corporate purposes.

Series F Preferred Shares

The terms of the Series F Preferred Shares are as set forth in the form of Certificate of Designation. The Series F Preferred Shares will be convertible into the Conversion Shares at the election of the holder at any time at an initial conversion price of $2.255 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company will be required to redeem the Series F Preferred Shares in 12 equal monthly installments, commencing on July 1, 2023. The amortization payments due upon such redemption are payable, at the company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below). For purposes of the Certificate of Designation, the “Floor Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the line-of-credit.date of the Nasdaq Stockholder Approval (as defined below) (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market. The Company may require holders to convert their Series F Preferred Shares into Conversion Shares if the closing price of the Common Stock exceeds $6.765 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock exceeds $3,000,000 per day during the same period and certain equity conditions described in the Certificate of Designation are satisfied.

The holders of the Series F Preferred Shares will be entitled to dividends of 10% per annum, compounded monthly, which will be payable in cash or shares of Common Stock at the Company’s option, in accordance with the terms of the Certificate of Designation. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designation), the Series F Preferred Shares will accrue dividends at the rate of 15% per annum. In connection with a Triggering Event, each holder of Series F Preferred Shares will be able to require the Company to redeem in cash any or all of the holder’s Series F Preferred Shares at a premium set forth in the Certificate of Designation. Upon conversion or redemption, the holders of the Series F Preferred Shares are also entitled to receive a dividend make-whole payment. The holders of Series F Preferred Shares have no voting rights on account of the Series F Preferred Shares, other than with respect to certain matters affecting the rights of the Series F Preferred Shares.

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The Company will be subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designation), distributions or redemptions, and the transfer of assets, among other matters. There is no established public trading market for the Series F Preferred Shares and the Company does not intend to list the Series F Preferred Shares on any national securities exchange or nationally recognized trading system.

February 2023 Warrants

The February 2023 Warrants are exercisable immediately upon issuance at an exercise price of $2.255 per share (the “Exercise Price”) and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions). There is no established public trading market for the February 2023 Warrants and the Company does not intend to list the February 2023 Warrants on any national securities exchange or nationally recognized trading system.

Nasdaq Stockholder Approval

Our ability to issue Series F Conversion Shares and February 2023 Warrant Shares using shares of Common Stock is subject to certain limitations set forth in the Certificate of Designation, including a limit on the number of shares that may be issued until the time, if any, that our stockholders have approved the issuance of more than 19.9% of our outstanding shares of Common Stock in accordance with the Nasdaq Listing Rules (the “Nasdaq Stockholder Approval”). In the February 2023 SPA, we agreed to seek the Nasdaq Stockholder Approval at a meeting of stockholders. Certain stockholders, who beneficially held approximately 44% of our outstanding Common Stock as of the date of the February 2023 SPA, are party to a voting agreement pursuant to which, among other things, each such stockholder agreed, solely in their capacity as a stockholder, to vote all of their shares of Common Stock in favor of the approval of the Nasdaq Stockholder Approval and against any actions that could adversely affect our ability to perform our obligations under the February 2023 SPA. The voting agreement also places certain restrictions on the transfer of the shares of Common Stock held by the signatories thereto.

 

Critical Accounting Policies

 

Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, costs and expenses and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our condensed consolidated financial statements are prepared. Accordingly, we evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions.

 

OurExcept as noted below, our critical accounting estimates have not changed materially from those previously reported in our Annual Report for the year ended December 31, 2022, on Form 10-K.

 

Derivative Financial Instruments

36

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” If liability accounting is required, the Company’s derivative instruments are recorded at fair value at the issuance date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.

The Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as liabilities. The Company has also determined that the following embedded features in the preferred stock are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities. The fair value of the warrants and embedded features are estimated using internal valuation models. The Company’s valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended March 31, 2022 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time we are a party to litigation and subject to claims incident to the ordinary course of business. Future litigation may be necessary to defend ourselves and our customers by determining the scope, enforceability, and validity of third-party proprietary rights or to establish our proprietary rights. For a description of certain legal proceedings, please read Note 8 to the interim condensed consolidated financial statements, which information is incorporated herein by reference.

 

Item 1A. Risk Factors

The following description of risk factors includes any material changes to, and supersedes the description of, risk factors associated with our business, financial condition and results of operations previously disclosed in “Item 1A. Risk Factors” of our Annual Report for the year ended December 31, 20212022 on Form 10-K, as filed with the SEC on March 31, 2022.2023. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and stock price.

 

The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Form 10-Q. The following information should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

 

We may not be able to adequately protect or enforce our intellectual property rights, which could harm our competitive position.

Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. We will primarily rely on patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods, to protect our proprietary technologies or processes. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose proprietary technologies and processes, despite efforts by the us to protect our proprietary technologies and processes. While we hold rights in several patents, there can be no assurances that any additional patents will be issued, or additional rights will be granted, to us. Even if new patents are issued, the claims allowed may not be sufficiently broad to adequately protect our technology and processes. Our competitors may also be able to develop similar technology independently or design around the patents to which we have rights.

Currently, MyMD Florida has 1516 issued U.S. patents, 1050 foreign patents, three pending U.S. patent applications and 1915 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea and one pending international patent application, which if issued are expected to expire between 2036 and 2041. Although we expect to obtain additional patents and in-licenses in the future, there is no guarantee that we will be able to successfully obtain such patents or in-licenses in a timely manner or at all. Further, any of our rights to existing patents, and any future patents issued to us, may be challenged, invalidated or circumvented. As such, any rights granted under these patents may not provide us with meaningful protection. Even if foreign patents are granted, effective enforcement in foreign countries may not be available. If our patents or rights to patents do not adequately protect our technology or processes, competitors may be able to offer products similar to our products.

37

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

There were no unregistered sales of the Company’s equity securities during the three months ended March 31, 2022,2023, other than those previously reported in a Current Report on Form 8-K.

 

Item 3. Defaults Upon Senior Securities

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

41

 

Item 5. Other Information.

 

None.

38

Item 6. Exhibits.

 

Exhibit

Number

 Exhibit Description
2.1** Agreement and Plan of Merger and Reorganization, dated November 11, 2020, by and among Akers Biosciences, Inc., XYZ Merger Sub Inc., and MYMD Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).
   
2.2 Amendment No.1No. 1 to Agreement and Plan of Merger and Reorganization, dated March 16, 2021, by and among Akers Biosciences, Inc., XYZ Merger Sub Inc., and MyMD Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).
   
3.1 Amended and Restated Certificate of Incorporation, effective April 16, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).
   
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective April 16, 2021 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).
   
3.3 Amended and Restated Bylaws of MyMD Pharmaceuticals, Inc., effective April 16, 2021 (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

39

31.1*
3.4 CertificationForm of Principal Executive Officer requiredCertificate of Designations of Series F Convertible Preferred Stock (incorporated herein by Rule 13a-14(a) or Rule 15d-14(a)reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023).
4.1Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023).

10.1#Sixth Amendment to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated January 1, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2023).
   
31.2*10.2 CertificationForm of Principal Financial Officer requiredPurchase Agreement (incorporated herein by Rule 13a-14(a) or Rule 15d-14(a)reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023).
   
32.1*10.3# Third Amendment to Employment Agreement between Paul Rivard, Esq. and MyMD Pharmaceuticals, Inc., dated March 22, 2023. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2023).
31.1+Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2+Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1+Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002
   
32.2*32.2+ Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002
   
101*101 Interactive Data Files of Financial Statements and Notes.
104*101.INS

Inline XBRL Instance Document

101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as(embedded within the Inline XBRL and contained in Exhibit 101).

document)

 

+ Filed herewith

* Filed herewith.

# Management contract or compensatory plan or arrangement.

 

** The schedules and exhibits to the Agreement and Plan of Merger and Reorganization have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

 

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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, thereunto duly authorized.

 

 MYMD PHARMACEUTICALS, INC.
  
Date: May 16, 202215, 2023By:/s/ Chris Chapman
 Name:Chris Chapman
 Title:President, Chief Medical Officer, and Director
  (Principal Executive Officer)
                             
Date: May 16, 202215, 2023By:/s/ Ian Rhodes
 Name:Ian Rhodes
 Title:Chief Financial Officer
  (Principal Financial Officer)

 

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