UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: June 30, 2022

☐ 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. 001-36268

MyMD Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

New Jersey

22-2983783

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

855 N. Wolfe Street, Suite 601

Baltimore, MD 21205

(Address of principal executive offices and zip code)

(856) 848-8698

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, no par value per share		MYMD		The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller 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 August 12, 2022, there were 38,058,245 shares outstanding of the registrant’s common stock.

EXPLANATORY NOTE

This report is the Quarterly Report on Form 10-Q for the quarter ended June 30, 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 Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4.	Controls and Procedures	44

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Mine Safety Disclosures	46

Item 5.	Other Information	46

Item 6.	Exhibits	47

Signatures		48

PART I - Financial Information

Item 1. Financial Statements.

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

June 30, 2022 and December 31, 2021

(unaudited)

		1			2
	As of
	June 30,			December 31,
		2022			2021
ASSETS
Current Assets
Cash and Cash Equivalents	$	1,115,174		$	555,967
Marketable Securities		4,505,825			11,003,071
Prepaid Expenses		1,371,407			1,106,347

Total Current Assets		6,992,406			12,665,385

Non-Current Assets
Operating Lease Right-of-Use Assets		170,226			149,009
Goodwill		10,498,539			10,498,539
Investment in Oravax, Inc.		1,500,000			1,500,000

Total Non-Current Assets		12,168,765			12,147,548

Total Assets	$	19,161,171		$	24,812,933

LIABILITIES
Current Liabilities
Trade and Other Payables	$	2,841,535		$	986,626
Operating Lease Liability		61,519			53,240

Total Current Liabilities		2,903,054			1,039,866

Non-Current Liabilities
Due to MyMD Florida Shareholders		29,982			29,982
Operating Lease Liability, net of current portion		109,792			95,911

Total Non-Current Liabilities		139,774			125,893

Total Liabilities	$	3,042,828		$	1,165,759

Commitments and Contingencies		-

SHAREHOLDERS’ 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 June 30, 2022 and December 31, 2021		144,524			144,524

Common stock, no par value, 500,000,000 shares authorized 38,058,245 and 37,673,110 issued and outstanding as of June 30, 2022 and December 31, 2021		102,293,464			102,064,218
Accumulated Deficit		(86,319,645	)		(78,561,568	)

Total Shareholders’ Equity		16,118,343			23,647,174

Total Liabilities and Shareholders’ Equity	$	19,161,171		$	24,812,933

See accompanying notes to the condensed consolidated financial statements

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

	2022			2021			2022			2021
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Product Revenue	$	-		$	-		$	-		$	-
Product Cost of Sales		-			-			-			-
Gross Income		-			-			-			-

Administrative Expenses		1,346,763			1,540,392			2,741,875			2,618,555
Research and Development Expenses		2,163,968			1,661,265			4,793,711			3,012,242
Interest Expense and Debt Discount		-			40,526			-			701,090
Amortization of Intangible Assets		-			-			-			-
Stock Option Modification Expenses		132,246			15,036,051			229,245			15,036,051

Loss from Operations		(3,642,977	)		(18,278,234	)		(7,764,831	)		(21,367,938	)

Other (Income) Expenses
Interest and Dividend Income		(5,986	)		(5,641	)		(6,106	)		(5,641	)
(Gain)/Loss on Sale of Marketable Securities		1,999			(41,447	)		3,649			(41,447	)
Unrealized (Gain)/Loss on Marketable Securities		(2,947	)		41,447			145			41,447
Gain on Debt Forgiveness		-			(180,257	)		-			(180,257	)
Uninsured Casualty Loss		-			-			(4,442	)		-

Total Other Income		(6,934	)		(185,898	)		(6,754	)		(185,898	)

Loss Before Income Tax		(3,636,043	)		(18,092,336	)		(7,758,077	)		(21,182,040	)

Income Tax Benefit		-			-			-			-

Net Loss	$	(3,636,043	)	$	(18,092,336	)	$	(7,758,077	)	$	(21,182,040	)

Basic and Diluted loss per common share	$	(0.09	)	$	(0.50	)	$	(0.20	)	$	(0.66	)

Weighted average basic and diluted common shares outstanding		38,325,311			35,906,891			38,224,679			32,250,413

See accompanying notes to the condensed consolidated financial statements

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Shareholders’ Equity

For the Six Months Ended June 30, 2022 and 2021

(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
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
Net loss		-		-	-		-	-		-	-		(4,122,034	)		(4,122,034	)

Balance at March 31, 2022		72,992	$	144,524	-		38,058,245	-	$	102,161,218	-	$	(82,683,602	)	$	19,622,140
Stock-based compensation – stock options		-		-			-			132,246	-		-			132,246
Net loss		-		-	-		-	-		-	-		(3,636,043	)		(3,636,043	)

Balance at June 30, 2022		72,992	$	144,524	-		38,058,245

SEC Form 10-Q filed by MyMD Pharmaceuticals Inc.