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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-01 · 3122 added, 3002 removed, 365 unchanged (94% of the section changed)

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Controls and Procedures

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 Annual Report on Form 10-K, 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 filed 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 officers as appropriate to allow timely decisions regarding required disclosure.

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 Annual Report on Form 10-K, 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 filed 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 officers as

appropriate to allow timely decisions regarding required disclosure.

Control over Financial Reporting

Management’s

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules

13a-15(f) under the Exchange Act.

Internal control over financial reporting refers to the process designed by, or under the supervision

of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other

personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with GAAP, including those policies and procedures that:

(i) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect our transactions and the disposition of our assets, (ii) provide

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in

accordance with GAAP and that receipts and expenditures are being made only in accordance with authorizations of our management

and board of directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of our assets that could have a material effect on the consolidated financial statements.

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)

under the Exchange Act.

Internal control over financial reporting refers to the process designed by, or under the supervision of, our

principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel,

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with GAAP, including those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect our transactions and the disposition of our assets, (ii) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP and that receipts and expenditures

are being made only in accordance with authorizations of our management and board of directors, and (iii) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect

on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with policies and procedures may deteriorate

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with policies and procedures may deteriorate

evaluated the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this

evaluation management concluded that our internal control over financial reporting was effective as of December 31, 2020.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting

firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits us to provide only management’s

report in this Annual Report on Form 10-K.

Based on this evaluation management

concluded that our internal control over financial reporting was effective as of December 31, 2021.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits us to provide only management’s report in this

Annual Report on Form 10-K.

in Internal Controls over Financial Reporting

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Other Information.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Directors, Executive Officers, and Corporate Governance.

and Executive Officers

following table sets forth the names, ages and positions of all of our directors and executive officers and the positions they

hold as of the date hereof.

following table sets forth the names, ages and positions of all of our directors and executive officers and the positions they hold as

of the date hereof.

Our directors serve until their successors are elected and shall qualify.

Executive officers are elected

by our board of directors (the “Board”) and serve at the discretion of the directors.

Executive officers are elected by our board

of directors (the “Board”) and serve at the discretion of the directors.

with the Company

Chapman, M.D.

President and Chief Medical Officer

Kaplin, M.D., Ph.D.

Scientific Officer

Vice President of Operations and General Counsel

Chief Financial Officer

President and Chief Executive Officer

Independent Director;

Chairman of the Board

Director, Chairman of the Board

forth below is a brief description of the background and business experience of each of our executive officers and directors.

Rhodes , has been our interim Chief Financial Officer since January 29, 2021.

Chapman, M.D.

, has been our director since April 16, 2021 and currently serves as our President and Chief Medical Officer.

previously served as President and Chief Medical Officer of MyMD Pharmaceuticals (Florida), Inc., a Florida corporation previously known

as MyMD Pharmaceuticals, Inc.

(“MyMD Florida”) effective as of November 1, 2020.

Prior to joining MYMD Florida and since

Chapman has also served as the Chief Executive Officer of Chapman Pharmaceutical Consulting, Inc., a consulting organization

that provides support to pharmaceutical and biotech companies in North America, Europe, Japan, India and Africa on issues such as product

safety, pharmacovigilance, medical devices, clinical trials and regulatory issues.

In addition, from 2003-2004, Dr.

Chapman served as

the Associate Director of Drug Safety, Pharmacovigilance, and Clinical Operations for Organon Pharmaceuticals, where he was responsible

for the supervision of four fellow M.D.s and 10 drug safety specialists.

Prior to his time at Organon, Dr.

Chapman served as Director,

Medical Affairs, Drug Safety and Medical Writing Departments at Quintiles (currently known as IQVIA), from 1995-2003, where he grew the

division from no employees to forty employees, including eight board certified physicians, four RNs, two pharmacists, eight medical writers

and supporting staff.

Chapman has also served on the board of directors of Rock Creek Pharmaceuticals, Inc.

(f/k/a Star Scientific,

Inc.) from 2007-2016, including as a member of the Audit Committee from 2007-2014, chairperson of the Compensation Committee from 2007-2014,

and chairperson of the Executive Search Committee from 2007 to 2014.

Chapman is an experienced executive and global medical expert

and has extensive experience in providing monitoring and oversight for ongoing clinical trials including both adult and pediatric subjects.

Chapman is also the founder of the Chapman Pharmaceutical Health Foundation, an IRS Section 501(c)(3) nonprofit organization established

to solicit public funds and to support healthcare needs such as AIDS, diabetes, hypertension, lupus, sickle cell anemia, malaria and

tuberculosis, which was organized in 2006.

Chapman is a graduate of the Harvard Kennedy School of Cambridge, Massachusetts for financial

management in 2020.

Chapman received his M.D.

degree from Georgetown University in Washington, D.C.

in 1987, and completed his internship

in Internal Medicine, a residency in Anesthesiology and a fellowship in Cardiovascular and Obstetric Anesthesiology at Georgetown.

Kaplin, M.D., Ph.D.

has been our Chief Scientific Officer since April 16, 2021.

He previously served as Chief Scientific Officer

of MYMD Florida effective as of December 18, 2020.

Prior to joining MYMD Florida, Dr.

Kaplin has served in a number of positions at John

Hopkins University, including Principal Neuro-Psychiatric Consultant to the Johns Hopkins Multiple Sclerosis Center of Excellence, Director

of the Johns Hopkins Ketamine Clinic and the Departments of Psychiatry & Neurology at Johns Hopkins University School of Medicine,

positions he has held at various times from 2002 to present.

In addition, since 2019, Dr.

Kaplin has served as Adjunct Faculty at the

George Mason University Department of Global and Community Health.

Kaplin has also served as Co-Founder of numerous healthcare related

startups, including, from 2018 to present, REWARD Pathways Inc., a company devoted to addiction treatment development focused on a combined

eHealth and medicine approach to curing addiction, and from 2016 to present, Hollinger Kaplin Benjamin & Bond, an eHealth software

development company.

Kaplin’s research focuses on the investigation of the biological basis of immune mediated depression and

cognitive impairment by using multiple sclerosis as the model.

Kaplin has also been active for over a decade in the development and

application of health information technology to mental health, combining this work with providing neuropsychiatric consultation and ongoing

care of patients with multiple sclerosis spectrum disorders.

Kaplin’s original research has been published over 40 times in

several different publications, and he has authored or co-authored numerous review articles and textbooks.

Kaplin received his B.S.

in Biology from Yale University, graduating cum laude in 1988, and received his M.D.

from the Johns Hopkins University School

of Medicine in 1996.

has been our Executive Vice President of Operations and General Counsel since April 16, 2021.

He previously served as Executive

Vice President of Operations and General Counsel of MYMD Florida effective as of September 21, 2020.

Prior to joining MYMD Florida, Mr.

Rivard was a principal shareholder of Banner Witcoff, a national law firm specializing in intellectual property law, from 2003–2020,

and in that capacity also served as Chair of the firm’s Prosecution Policies and Procedures Committee, developing and refining

internal procedures, workflow, and docketing practices to improve efficiencies and mitigate risk.

Before becoming a principal shareholder,

Rivard was an associate at Banner Witcoff from 1998–2002.

In addition, prior to his time at Banner Witcoff, Mr.

Rivard served

as a patent examiner for the United States Patent and Trademark Office from 1992–1998.

Rivard brings more than 20 years of

experience as intellectual property counsel for clients ranging from startups to Fortune 100 companies in the life sciences, chemical

and consumer product industries, including primary outside intellectual property counsel for MYMD Florida from 2014–2020.

November 2021, Mr.

Rivard also serves as President and General Counsel of MIRA1a Therapeutics, Inc., a privately held company developing

a synthetic cannabinoid analog for treating chronic pain and anxiety.

Rivard received his Juris Doctor from Catholic University of

America’s Columbus School of Law, graduating cum laude in 1998, and his B.S.

in Chemical Engineering from Clarkson University in

Rhodes has been our Interim Chief Financial Officer since February 1, 2021.

Rhodes joined Brio Financial Group (“Brio”)

in January 2021.

From March 2020 to December 2020, Mr.

served as the Interim CFO of Roadway Moving and Storage.

From November 2018 to July 2019, he served as Interim CFO of Greyston

Bakery and Foundation.

Rhodes served as the Interim CFO of Roadway Moving and Storage.

From November

2018 to July 2019, he served as Interim CFO of Greyston Bakery and Foundation.

From December 2016 to September 2018, Mr.

Rhodes served as President, CEO and Director of GlyEco, Inc.,

and served as CFO of GlyEco, Inc.

Rhodes served

as President, CEO and Director of GlyEco, Inc., and served as CFO of GlyEco, Inc.

from February 2016 to December 2016.

From May 2014 to January 2016, he served as CFO of Calmare

Therapeutics.

Rhodes began his career at PricewaterhouseCoopers, where he worked for 15 years.

Rhodes holds a Bachelor of Science degree in Business Administration with a concentration in Accounting from Seton Hall University

and is a licensed CPA in New York .

Schreiber , has served as a member of our Board since August 8, 2017 and currently serves as our Chief Executive Officer

and President.

Prior to his time as our Chief Executive Officer, Mr.

Schreiber served as our Executive Chairman, an executive

officer position, and served as our principal executive officer since November 1, 2019.

Schreiber has been our President since

July 21, 2020.

From May 2014

to January 2016, he served as CFO of Calmare Therapeutics.

Rhodes began his career at PricewaterhouseCoopers, where he worked for

Rhodes holds a Bachelor of Science degree in Business Administration with a concentration in Accounting from Seton Hall

University and is a licensed CPA in New York

has been our director since April 16, 2021.

Eagle is currently the Chief Medical Officer of Guardant Health, Inc.

Previously, Dr.

Eagle was Vice President of Oncology for Genentech, where he oversaw the medical programs across

Genentech’s oncology portfolio.

Prior to his current role, Dr.

Eagle worked in several positions at Pfizer from 2009 to 2019, including

as the oncology business lead in the United Kingdom and Canada, the global lead for Oncology Strategic Alliances and Partnerships based

in New York, and as the head of the Oncology Therapeutic Area Global Medical and Outcomes Group, including the U.S.

oncology medical

Through his multiple roles at Pfizer, Dr.

Eagle delivered significant business growth and was involved in multiple strategic

acquisitions and divestitures.

In addition, while at Pfizer, Dr.

Eagle oversaw extensive oncology clinical trial programs, multiple regulatory

and payer approvals across Pfizer’s oncology portfolio, health outcomes assessments and scientific collaborations with key global

research organizations like the National Cancer Institute (NCI), and the European Organisation for Research and Treatment of Cancer (EORTC),

and led worldwide development of several compounds including celecoxib, aromasin, irinotecan, dalteparin and ozagomicin.

Eagle currently

serves as a member of the board of directors and chair of the Science and Policy Committee of Pierian Biosciences, a privately held life

sciences company.

Eagle attended Medical School at the University of New South Wales, Sydney, Australia and received his general

internist training at Royal North Shore Hospital in Sydney.

He completed his hemato-oncology and laboratory hematology training at Royal

Prince Alfred Hospital in Sydney and was granted Fellowship in the Royal Australasian College of Physicians (FRACP) and the Royal College

of Pathologists Australasia (FRCPA).

After his training, Dr.

Eagle performed basic research at the Royal Prince of Wales hospital to

develop a new monoclonal antibody to inhibit platelets before moving into the pharmaceutical industry.

Eagle’s qualifications

to sit on the board of directors of the combined company include his long and successful career in the international pharmaceutical industry,

his senior executive experience in areas such as business growth, strategic alliances and mergers and acquisition transactions, his experience

as a member of both public and private company boards in the healthcare and life science industries, and his wealth of oncology experience,

including leading and participating in scientific research, regulatory, pricing & re-imbursement negotiations for compounds in therapeutic

Schreiber has been our director since August 8, 2017 and he previously at various times as our Chief Executive Officer, President,

and Executive Chairman of the Board.

Schreiber combines over 30 years of experience in the securities industry.

As the managing director of capital

markets at Taglich Brothers, Inc.

(“Taglich Brothers”), Mr.

Schreiber builds upon his extensive background in capital

markets, deal structures, and syndications.

Prior to his time at Taglich Brothers, he was a member of the board of directors of

Paulson Investment Company, a 40-year-old full-service investment banking firm.

As the Managing

Director of Capital Markets at Taglich Brothers, Inc., Mr.

Schreiber builds upon his extensive background in capital markets, deal

structures, and syndications.

Prior to his time at Taglich Brothers, Inc., he was a member of the board of directors of Paulson Investment

Company, a 40-year-old full service investment banking firm.

In addition, Mr.

Schreiber serves as a director

and partner of Long Island Express North, an elite lacrosse training organization for teams and individuals.

He also volunteers

on the board of directors for Fox Lane Youth Lacrosse, a community youth program.

Schreiber is a graduate of Johns Hopkins

University, where he received a Bachelor’s Degree in Political Science.

Schreiber was selected to serve on the Board

in part because of his significant experience in capital markets and knowledge of our company.

Silverman, has served as a member of our Board since September 6, 2018 and currently serves as the Board’s lead independent

director and as Chairman of the Board.

Silverman currently serves as the managing member of Parkfield Funding LLC.

was the co-founder, and a principal and managing partner of Iroquois Capital Management, LLC (“Iroquois”), an investment

advisory firm.

Schreiber serves as a director and partner of Long Island

Express North, an elite lacrosse training organization for teams and individuals.

He also volunteers on the board of directors for Fox

Lane Youth Lacrosse, a community youth program.

Schreiber is a graduate of Johns Hopkins University, where he received a bachelor’s

degree in Political Science.

Silverman has been our director since September 6, 2018 and currently serves as Chairman of the Board.

Prior to the completion of the

Silverman was also the lead independent director.

Silverman currently serves as the managing member of Parkfield Funding

Silverman was the co-founder, and a principal and managing partner of Iroquois Capital Management, LLC (“Iroquois”),

an investment advisory firm.

Since its inception in 2003 until July 2016, Mr.

Silverman served as co-chief investment officer of Iroquois.

at Iroquois, he designed and executed complex transactions, structuring and negotiating investments in both public and private

companies and has often been called upon by the companies solve inefficiencies as they relate to corporate structure, cash flow,

and management.

While at Iroquois, he designed and executed complex transactions, structuring and negotiating investments in both public and private

companies and has often been called upon by the companies solve inefficiencies as they relate to corporate structure, cash flow, and

From 2000 to 2003, Mr.

Silverman served as co-chief investment officer of Vertical Ventures, LLC, a merchant bank.

Prior to forming Iroquois, Mr.

Silverman was a director of Joele Frank, a boutique consulting firm specializing in mergers and

acquisitions.

to forming Iroquois, Mr.

Silverman was a director of Joele Frank, a boutique consulting firm specializing in mergers and acquisitions.

Previously, Mr.

Silverman served as assistant press secretary to the president of the United States.

currently serves as a director of AYRO, Inc., Protagenic Therapeutics, and Neurotrope, Inc., all of which are public companies.

He previously served as a director of National Holdings Corporation from July 2014 through August 2016 and as a director of Marker

Therapeutics, Inc.

Silverman currently serves as

a director of Ayro Inc., Protagenic Therapeutics, Synaptogenix, Inc and Petros Pharmaceutical, Inc., all of which are public companies.

He previously served as a director of National Holdings Corporation from July 2014 through August 2016 and as a director of Marker Therapeutics,

from August 2016 until October 2018.

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from Lehigh University in 1992.

Silverman’s

qualifications to sit on the Board include his experience as an investment banker, management consultant and as a director of

numerous public companies.

White , has served as a member of the Board since August 8, 2017.

White has more than 30 years of experience in financial

management, operations and business development.

He currently serves as chief financial officer, treasurer and secretary of Intellicheck

Mobilisa, Inc., a technology company listed on the NYSE MKT.

Prior to working at Intellicheck Mobilisa, Inc., he served 11 years

as the chief financial officer, secretary and treasurer of FocusMicro, Inc.

(“FM”).

Jude Uzonwanne has been

our director since April 16, 2021.

Uzonwanne is currently the Chief Business Officer for 54gene, Inc., a US based biopharmaceutical

company focused on developing new genomic based drugs.

Prior to 54gene, he was a Principal with ZS Associates, Inc., a consulting and

professional services firm focusing on consulting, software and technology that provides services for clients in the private equity,

healthcare, and technology industries, a position he has held since January 2021.

Prior to joining ZS Associates, Mr.

Uzonwanne was a

Principal at IQVIA, Inc.

from 2018 to 2020, where he served as the head of the firm’s US Financial Investors Consulting practice

and as management consulting lead for IQVIA’s service to a top-6 global pharmaceutical company and select emerging biopharmaceutical

Prior to joining IQVIA, Mr.

Uzonwanne served as Vice President (Associate Partner) at EY-Parthenon LLP from 2016 to 2018,

where he managed teams advising corporate and private equity investors on a range of commercial due diligence targets in healthcare strategies

and advised clients on growth accelerating strategies and investments.

Prior to this role, Mr.

Uzonwanne has worked for several other

companies including Bain & Company, Dalberg Global Development Advisers, the Bill and Melinda Gates Foundation, and Monitor Group.

Since 2019, Mr.

Uzonwanne has served as a member of the board of directors of Bonita Foods, a privately held emerging market specialty

food and snacks company.

Uzonwanne is a graduate of Swarthmore College (double Honors B.A in Economics and Political Science).

Uzonwanne’s qualifications to sit on the Board include his experience as a corporate strategy and transaction services adviser

in the healthcare markets globally.

White has been our director since August 8, 2017.

White has more than 30 years of experience in financial management, operations

and business development.

He currently serves as chief financial officer, treasurer and secretary of Intellicheck, Inc., a technology

company listed on the NYSE MKT.

Prior to working at Intellicheck, Inc., he served 11 years as the chief financial officer, secretary

and treasurer of FocusMicro, Inc.

As co-founder of FM, Mr.

played an integral role in growing the business from the company’s inception to over $36 million in annual revenue in a

five-year period.

White has broad domestic and international experience including managing rapid and significant growth, import/export,

implementing tough cost management initiatives, exploiting new growth opportunities, merger and acquisitions, strategic planning,

resource allocation, tax compliance and organization development.

Prior to co-founding FM, he served 15 years in various financial

leadership positions in the government sector.

White started his career in Public Accounting.

White holds a Bachelor of

Arts in Business Administration from Washington State University and is a Certified Fraud Examiner.

White was selected to

serve on the Board because of his significant financial and accounting experience with public companies.

has served as a member of the Board since November 1, 2019.

Schroeder is currently the vice president of investment banking

at Taglich Brothers, a brokerage firm, and specializes in advisory services and capital raising for small public and private companies.

Prior to his time at Taglich Brothers, Mr.

Schroeder served as a Senior Equity Analyst publishing sell-side research on publicly

traded companies and served in various other positions in the brokerage and public accounting industry.

Schroeder currently

serves on the board of directors of publicly traded Intellinetics, Inc., a document solutions software development, sales and

marketing company, Air Industries Group (NYSE:AIRI), a manufacturer of aerospace parts and assemblies, and Decisionpoint Systems,

Inc., a leading provider and integrator of Enterprise Mobility, Wireless Applications and RFID solutions.

Schroeder received

degree in accounting and economics from New York University.

He is a Chartered Financial Analyst and a member of the CFA

Institute and CFA Society of New York.

Schroeder was selected to serve on the Board because of his leadership skills,

capital markets expertise, and extensive experience as a director of the board for other public companies.

White played an integral role in growing the business

from the company’s inception to over $36 million in annual revenue in a five-year period.

White has broad domestic and international

experience including managing rapid and significant growth, import/export, implementing tough cost management initiatives, exploiting

new growth opportunities, merger and acquisitions, strategic planning, resource allocation, tax compliance and organization development.

Prior to co-founding FM, he served 15 years in various financial leadership positions in the government sector.

White started his

career in Public Accounting.

White holds a Bachelor of Arts in Business Administration from Washington State University and is a

Certified Fraud Examiner.

White was selected to serve on the Board of Directors in part because of his significant financial and

accounting experience with public companies.

Relationships

are no family relationships between any of our officers or directors.

have adopted a Code of Ethics, which applies to our Board of Directors, our executive officers and our employees, outlines the

broad principles of ethical business conduct we adopted, covering subject areas such as:

with applicable laws and regulations,

of books and records,

disclosure reporting,

discrimination

and harassment,

and fair dealing, and

of company assets.

copy of our Code of Ethics is available without charge, to any person desiring a copy of the Code of Ethics, by written request

to us at our principal offices at c/o Akers Biosciences, Inc., 1185 Avenue of the Americas, 3rd Floor, New York, New York 10036.

Corporate Governance Reforms

On May 28, 2020, the United

States District Court for the District of New Jersey approved that certain Amended Stipulation and Agreement of Settlement, dated October

1, 2019 (the “Settlement”) among the settling parties in connection with a consolidated shareholder derivative action, Case

2:18-cv-15992.

Pursuant to the Settlement, effective as of July 21, 2020, we made various modifications to our corporate governance

and business ethics practices as further discussed below.

have adopted a Code of Business Ethics and Conduct, which applies to our Board, our executive officers and our employees, outlines the

broad principles of ethical business conduct we adopted, covering subject areas such as, compliance with applicable laws and regulations,

handling of books and records, public disclosure reporting, insider trading, conflicts of interest, competition and fair dealing, and

other violations.

Our Code of Business Ethics and Conduct is available on our website at www.mymd.com in the “Corporate

Governance” section found under the “Investors” tab.

Pursuant to the Settlement, we will conduct a review of our Code

of Business Ethics and Conduct on an annual basis and to monitor compliance.

We intend to disclose any amendments to, or waivers from,

our Code of Business Ethics and Conduct at the same website address provided above.

addition, pursuant to the Settlement, we adopted a Whistleblower Policy to encourage employees, officers and directors to bring forward

ethical and legal violations.

We have disclosed a copy of the Whistleblower Policy and intend to disclose any amendments to the Whistleblower

Policy at the same website address provided above.

to the Settlement, we formed a Risk and Disclosure Committee, which is served by the members of the Audit Committee, which reviews our

ethics and risk program and internal controls over compliance and identifies and recommends to the Board any changes that it deemed necessary.

The Risk and Disclosure Committee also monitors compliance with our Code of Business Ethics and Conduct, reviews and evaluates our public

disclosures and disclosure controls and procedures and handle any whistleblower complaints.

Composition and Committees

August 27, 2020, our shareholders reelected Christopher C.

Schreiber, Joshua Silverman, Bill J.

White and Robert C.

as members of the Board.

Amended and Restated Certificate of Incorporation, as amended (the “Charter”), and our Amended and Restated Bylaws (“Bylaws”)

provide that our Board will consist of a number of directors to be determined from time to time solely by resolution of the Board of

Directors, which is currently set at seven directors.

Vacancies or newly created directorships resulting from an increase in the authorized

number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the

directors then in office, although less than a quorum, or by a sole remaining director.

have no formal policy regarding Board diversity.

Our Board believes that each director should have a basic understanding of the principal

operational and financial objectives and plans and strategies of the Company, our results of operations and financial condition and relative

standing in relation to our competitors.

We take into consideration the overall composition and diversity of the Board and areas of expertise

that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships.

we will strive to assemble a Board that brings to us a variety of perspectives and skills derived from business and professional experience

as we may deem are in our and our stockholders’ best interests.

In doing so, we will also consider candidates with appropriate

non-business backgrounds.

are currently listed on the Nasdaq Capital Market and therefore rely on the definition of independence set forth in the Nasdaq Listing

Rules (“Nasdaq Rules”).

Under the Nasdaq Rules, a director will only qualify as an “independent director” if,

in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment

in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director concerning his

background, employment, share ownership, and affiliations with other board members, shareholders, business, contractor and family relationships,

as well as the amount of the compensation we pay to each director, we have determined that Mr.

Silverman, Mr.

Schroeder, and Mr.

White comprise the Board’s Audit Committee and Risk and Disclosure

Silverman and Mr.

White comprise the Board’s Compensation Committee, and Nominating and Corporate Governance

White acts as Chairman of the Audit Committee, and Mr.

Silverman acts as Chairman of the Compensation Committee.

The directors will serve until our next annual meeting and until their successors are duly elected and qualified.

May 28, 2020, the United States District Court for the District of New Jersey approved that certain Amended Stipulation and Agreement

of Settlement, dated October 1, 2019 (the “Settlement”) among the settling parties in connection with a consolidated

shareholder derivative action, Case No.:

2:18-cv-15992.

Pursuant to the Settlement, effective as of July 21, 2020, we made various

modifications to our corporate governance and business ethics practices as further discussed below.

are currently listed on the NASDAQ Capital Market and therefore rely on the definition of independence set forth in the NASDAQ

Listing Rules (“NASDAQ Rules”).

Under the NASDAQ Rules, a director will only qualify as an “independent director”

if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director

concerning his background, employment, share ownership, and affiliations with other board members, shareholders, business, contractor

and family relationships, as well as the amount of the compensation we pay to each director, we have determined that Mr.

White and Mr.

Schroeder have no material relationships with us that would interfere with the exercise of independent judgment

and are “independent directors”

as that term is defined in the NASDAQ Rules.

to the Settlement, we also adopted amendments to our Bylaws to require that at least 50% of the Board will qualify as “independent

directors”

under the NASDAQ Rules and that the Chairman of the Board will be an independent director.

Eagle, and Mr.

Uzonwanne have no material relationships with us that would interfere with the exercise of independent judgment and are “independent

directors” as that term is defined in the Nasdaq Listing Rules.

to the Settlement, we also adopted amendments to our Bylaws to require that at least 50% of the Board will qualify as “independent

directors” under the Nasdaq Rules and that the Chairman of the Board will be an independent director.

Currently, more than 50%

50% of the Board qualify as “independent directors”

under the NASDAQ Rules, and the Chairman of the Board is an independent

have established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Risk and

Disclosure Committee.

Each committee has its own charter, which is available on our website at www.akersbio.com/investor-center/corporate-governance.

Information contained on our website is not incorporated herein by reference.

Audit Committee is composed of Mr.

White (chairman), Mr.

Silverman and Mr.

Our Board has determined that each of the

current members of the Audit Committee is independent in accordance with NASDAQ Rules and Rule 10A-3 under the Exchange Act.

Board has also reviewed the education, experience and other qualifications of each member of the Audit Committee.

Based upon that

review, our Board has determined that Mr.

White qualifies as an “audit committee financial expert,”

as defined by

the rules of the SEC.

of the Board qualify as “independent directors” under the Nasdaq Rules.

Board delegates various responsibilities and authority to different Board committees.

Committees regularly report on their activities

and actions to the full Board.

Currently, the Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate

Governance Committee and a Risk and Disclosure Committee.

Committee assignments are re-evaluated annually.

Each of these committees operates

under a charter that has been approved by our Board.

The current charter of each of these committees is available on our website at www.mymd.com

in the “Corporate Governance” section under “Investors.” Pursuant to the Settlement, we adopted several amendments

to the committee charters.

We disclosed these amendments and intend to disclose any future amendments to the charters of these committees

at the same website address provided above.

following table sets forth the membership of each of the Board committees listed above.

Chapman, M.D.

Audit Committee is responsible for, among other matters:

the integrity of the Company’s financial reporting process, including critical accounting policies and estimates, and

systems of internal controls regarding finance, accounting, legal and regulatory compliance;

the integrity of our financial reporting process, including critical accounting policies and estimates, and systems of internal controls

regarding finance, accounting, legal and regulatory compliance;

the independence and performance of our independent auditors and our accounting personnel;

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and providing oversight for the independent auditors engaged to perform the audit of the financial statements;

the scope of the independent auditors’

the financial statements and the independent auditors’

areas of potential significant financial risk and exposure to us, to the extent that there are any, and assessing the steps

management has taken to monitor such risks;

the scope of the independent auditors’ examination;

the financial statements and the independent auditors’ report;

areas of potential significant financial risk and exposure to us, to the extent that there are any, and assess the steps management

has taken to monitor such risks;

compliance with legal and regulatory requirements;

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the report required by Item 407(d) of Regulation S-K, as required by the rules of the SEC;

issues regarding accounting principles and financial statement presentation (including any significant changes in our selection

or application of accounting principles);

issues regarding accounting principles and financial statement presentation (including any significant changes in our selection or

application of accounting principles);

the effectiveness of any special accounting steps adopted in light of identified significant and/or material control deficiencies.

members of our Compensation Committee are Mr.

Joshua Silverman (chairman) and Mr.

Each such member is “independent”

within the meaning of the Nasdaq Stock Market Rules.

In addition, each member of our Compensation Committee qualifies as a “non-employee

director”

under Rule 16b-3 of the Exchange Act.

Our Compensation Committee assists the Board of Directors in the discharge

of its responsibilities relating to the compensation of the Board of Directors and our executive officers.

Silverman will

serve as Chairman of our Compensation Committee.

Committee’s compensation-related responsibilities include, but are not limited to:

on an annual basis goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief

Executive Officer’s performance in light of those goals and objectives, and determining and recommending such goals,

objectives and compensation of our Chief Executive Officer’s to the Board for its approval;

Audit Committee is composed of Bill J.

White (Chair), Joshua Silverman, and Jude Uzonwanne.

Our Board has determined that each of the

current members of the Audit Committee is independent in accordance with Nasdaq Rules and Rule 10A-3 under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”).

Our Board has also reviewed the education, experience and other qualifications

of each member of the Audit Committee.

Based upon that review, our Board has determined that Mr.

White qualifies as an “audit committee

financial expert,” as defined by the rules of the SEC.

Compensation Committee is responsible for, among other matters:

on an annual basis goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive

Officer’s performance in light of those goals and objectives, and determining and recommending such goals, objectives and compensation

of our Chief Executive Officer’s to the Board for its approval;

and approving on an annual basis the compensation of our executive officers other than our Chief Executive Officer;

and recommending on an annual basis to the Board for its approval, the fees and equity compensation paid to the Company’s

non-employee directors;

and terminating any compensation consultant to be used by the Compensation Committee or us to assist in the evaluation of

the compensation of non-employee directors, the CEO or the other executive officers and approving such compensation consultant’s

fees and other retention terms, and overseeing the work of such compensation consultant;

and making recommendations to the Board with respect to incentive-compensation programs and equity-based plans and the adoption

of or material changes in material employee benefit, bonus, severance and other compensation plans;

and recommending on an annual basis to the Board for its approval, the fees and equity compensation paid to the Company’s non-employee

and terminating any compensation consultant to be used by the Compensation Committee or us to assist in the evaluation of the compensation

of non-employee directors, the CEO or the other executive officers and approving such compensation consultant’s fees and other

retention terms, and overseeing the work of such compensation consultant;

and making recommendations to the Board with respect to incentive-compensation programs and equity-based plans and the adoption of

or material changes in material employee benefit, bonus, severance and other compensation plans;

the need for and the appropriateness of employment agreements and change in control agreements for each of our executive officers

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to the Board for approval options and other equity-based compensation to be granted to the Chief Executive Officer and non-employee

directors’;

conjunction with the CEO, determining the issuance of options and other equity-based compensation under the Company’s

incentive compensation and other stock-based plans to all other officers and employees.

Compensation Committee has the authority to directly engage, at our expense, any compensation consultants or other advisers as

it deems necessary to carry out its responsibilities in determining the amount and form of employee, executive and director compensation.

conjunction with the CEO, determining the issuance of options and other equity-based compensation under the Company’s incentive

compensation and other stock-based plans to all other officers and employees.

Compensation Committee is composed of Joshua Silverman (Chair), Craig Eagle, M.D., and Jude Uzonwanne.

Our Board has determined that

each of the current members of the Compensation Committee is independent in accordance with Nasdaq Rules.

The Compensation Committee

may delegate the determination with respect to persons other than officers to the Chief Executive Officer but will approve the aggregate

amount granted to all employees and all new hire grants.

and Corporate Governance Committee

members of our Nominating and Corporate Governance Committee are Mr.

Josh Silverman and Mr.

Each such member is “independent”

within the meaning of the Nasdaq Stock Market Rules.

The purpose of the Nominating and Corporate Governance Committee is to recommend

to the board nominees for election as directors and persons to be elected to fill any vacancies on the board, develop and recommend

a set of corporate governance principles and oversee the performance of the board.

Committee’s responsibilities include:

Nominating and Corporate Governance Committee is responsible for, among other matters:

the administration of our Code of Business Ethics and Conduct and related policies;

the search for and recommending individuals qualified to become members of the Board, and selecting director nominees to be

presented for election by the shareholders at each annual meeting;

in cooperation with the Compensation Committee, that no agreements or arrangements are made with directors or relatives of

directors for providing professional or consulting services to us or our affiliate or individual officer or one of their affiliated,

without appropriate review and evaluation for conflicts of interest;

that Board members do not serve on more than three other for-profit public company boards that have a class of securities

registered under the Exchange Act in addition to the Board;

the Board’s committee structure and to recommend to the Board for its approval;

the search for and recommending individuals qualified to become members of the Board, and selecting director nominees to be presented

for election by the shareholders at each annual meeting;

in cooperation with the Compensation Committee, that no agreements or arrangements are made with directors or relatives of directors

for providing professional or consulting services to us or our affiliate or individual officer or one of their affiliated, without

appropriate review and evaluation for conflicts of interest;

that Board members do not serve on more than six other for-profit public company boards that have a class of securities registered

under the Exchange Act in addition to the Board;

the Board’s committee structure and to recommend to the Board for its approval;

recommendations received from shareholders for persons to be considered for nomination to the Board;

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the independence of directors annually and report to the Board;

to the Board for its approval, the leadership structure of the Board, including whether the Board should have an executive

or non-executive Chairman, whether the roles of Chairman and Chief Executive Officer should combine, and whether a Lead Director

of the Board should be appointed;

to the Board for its approval, the leadership structure of the Board, including whether the Board should have an executive or non-executive

Chairman, whether the roles of Chairman and Chief Executive Officer should combine, and whether a Lead Director of the Board should

be appointed;

provided that such structure shall be subject to the bylaws of the Company then in effect.

Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate.

The Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors, and conduct or

authorize investigations into any matter within the scope of its duties.

Nominating and Corporate Governance Committee is composed of Jude Uzonwanne (Chair), Bill J.

White, and Joshua Silverman.

current appointed Nominating and Corporate Governance Committee members is “independent” within the meaning of the Nasdaq

Stock Market Rules.

and Disclosure Committee

to the Settlement, we formed a Risk and Disclosure Committee, which is served by the members of the Audit Committee, which reviews

our ethics and risk program and internal controls over compliance and identifies and recommends to the Board any changes that

it deems necessary.

The Risk and Disclosure Committee also monitors compliance with our Code of Business Ethics and Conduct, reviews

and evaluates our public disclosures and procedures and handles any whistleblower complaints.

Each member of the Risk and Disclosure

Committee is “independent”

within the meaning of the NASDAQ Rules.

The purpose of the Risk and Disclosure Committee

is to (1) assist the Board in fulfilling its oversight responsibilities relating to (a) the compliance by the Company with the

Company’s Code of Ethics and the Whistleblower Policy, (b) the design, implementation and execution of the Company’s

Code of Ethics and ethics and risk program and evaluation of the internal controls over compliance;

and (c) matters relating to

the Company’s Whistleblower Policy and the Code of Ethics;

and (2) assist the Board and Company management in establishing

an appropriate “tone at the top”

and promoting a strong “culture of compliance”

throughout the Company,

while also recognizing that other Board committees assist the Board in fulfilling its oversight responsibilities relating to various

areas of legal and regulatory compliance.

Risk and Disclosure Committee’s responsibilities include:

the effectiveness of our Code of Ethics annually, including our ethics and risk program, and recommending to the Board any

changes to our policies and internal controls as necessary;

compliance with our Code of Ethics, and specifically reviewing and evaluating our public disclosures and annually reviewing

and evaluating our disclosure controls and procedures;

Risk and Disclosure Committee is responsible for, among other matters:

the effectiveness of our Code of Ethics annually, including our ethics and risk program, and recommending to the Board any changes

to our policies and internal controls as necessary;

compliance with our Code of Ethics, and specifically reviewing and evaluating our public disclosures and annually reviewing and evaluating

our disclosure controls and procedures;

and approving any waivers of provisions of the Code of Ethics;

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Committee and that any appropriate remedial action if necessary is taken based on the results of its review;

that non-retaliation policies are instituted and strictly complied with in order to protect any Company employee who reports

a whistleblower complaint.

Risk and Disclosure Committee is empowered to conduct or cause to be conducted any investigation appropriate to fulfilling its

responsibilities, and shall have direct access to the external auditors, the internal auditor and Company employees as necessary.

The Committee shall have the authority to (a) retain, at the expense of the Company, the advice and assistance of outside advisors,

including independent compliance consultants and independent legal advisors, as it may deem necessary or appropriate to fulfill

its responsibilities, (b) conduct or authorize investigations into or studies of matters within the Committee’s responsibilities

and (c) perform all acts necessary to fulfill its responsibilities and achieve its objectives under its charter and as otherwise

directed by the Board, provided that such acts are not in violation of the Certificate of Incorporation or Bylaws of the Company,

the Company’s Code of Ethics or the Whistleblower Policy or any laws or regulations applicable to the Company.

that non-retaliation policies are instituted and strictly complied with in order to protect any Company employee who reports a whistleblower

Risk and Disclosure Committee is composed of Bill J.

White (Chair), Joshua Silverman and Jude Uzonwanne.

Our Board has determined that

each of the current members of the Risk and Disclosure Committee is independent in accordance with Nasdaq Rules.

in Certain Legal Proceedings

have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an

evaluation of the ability or integrity of our directors or executive officers, or in which any director, officer, or principal

stockholder, or any affiliate thereof, is a party adverse to us or has a material interest adverse to us.

have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation

of the ability or integrity of our directors or executive officers, or in which any director, officer, nominee or principal stockholder,

or any affiliate thereof, is a party adverse to us or has a material interest adverse to us.

with Section 16(A) of the Exchange Act

16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own 10% or more of a class of

securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership

with the SEC.

Directors, executive officers and greater than 10% shareholders are required by the rules and regulations of the

SEC to furnish us with copies of all reports filed by them in compliance with Section 16(a).

16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who own more than ten percent

of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock.

solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without

conducting any independent investigation of our own, in fiscal year 2021, all Forms 3, 4 and 5 were timely filed with the SEC

by such reporting persons.

by such reporting persons with the following exceptions:

following the Merger, Dr.

Schreiber, Mr.

Uzonwanne, and Dr.

Eagle filed Form 4’s on April 21, 2021 disclosing the receipt of shares issued in connection with the

Merger closing on April 16, 2021.

Executive Compensation.

compensation provided to our “named executive officers”

for 2020 and 2019 is set forth in detail in the Summary Compensation

Table and other tables and the accompanying footnotes and narrative that follow this section.

named executive officers who appear in the 2020 Summary Compensation Table are:

Interim Chief Financial Officer

and Chief Executive Officer

following is a discussion of the material components of the executive compensation arrangements of our named executive officers, comprised

of (i) our Chief Executive Officer and former Chief Executive Officer, (ii) the two most highly compensated executive officers other

than the Chief Executive Officer who were serving as an executive officer at the end of the 2021 fiscal year and whose salary, as determined

by Regulation S-K, Item 402, exceeded $100,000 and (iii) up to two most highly compensated former executive officers who were no longer

serving as an executive officer at the end of the 2021 fiscal year (the individuals falling within categories (i), (ii) and (iii) are

collectively referred to as the “named executive officers”).

named executive officers for 2021 were as follows:

Chapman, M.D., President and Chief Medical Officer

Schreiber, Former President and Chief Executive Officer

Kaplin, M.D., Ph.D., Chief Scientific Officer

Paul Rivard, Esq., Executive Vice President of Operations and General Counsel

Compensation Table

following table summarizes information regarding the compensation awarded to, earned by or paid to, our Chief Executive Officer,

and our other most highly compensated executive officers who earned in excess of $100,000 during 2020 and 2019.

Other Compensation

Former Interim

Chief Financial Officer

Christopher C.

as of 4:05 pm Eastern Time on April 16, 2021, we filed an amendment to our Amended and Restated Certificate of Incorporation to effect

a reverse stock split (the “Reverse Split”) of the issued and outstanding shares of our common stock, at a ratio of one share

for two shares.

The stock awards listed below have been adjusted to give effect to the Reverse Split.

Chapman, M.D.

$ 4,854,000 (7)

President, Chief Medical

Kaplin, M.D., PhD (4)

4,854,000 (8)

Chief Scientific Officer

Schreiber (5)

President and Chief Executive Officer

the years ended December 31, 2020 and 2019, Financial Consulting Strategies LLC (“FCS”),

a consulting firm owned by Mr.

Yeaton, provided services to us valued at $14,500 and

$38,888, respectively.

1,213,500 (9)

Former President and Chief

Executive Officer

Paul Rivard, Esq.,(6)

1,618,000 (11)

Executive Vice President of Operations and General Counsel

In accordance with SEC rules, this column reflects the aggregate fair value of stock awards granted during the fiscal year ended December 31, 2021, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification (“FASB ASC”) Topic 718 for share-based compensation transactions.

In accordance with SEC rules, this column reflects the aggregate

fair value of option awards granted during the fiscal year ended December 31, 2020, computed as of their respective grant dates in

accordance with FASB ASC Topic 718 for share-based compensation transactions.

Chapman was appointed President and Chief Medical Officer of MyMD

effective April 16, 2021.

Prior to the Merger, Dr.

Chapman served as the President and Chief Medical Officer of MyMD Florida effective

November 1, 2020.

Kaplin was appointed Chief Scientific Officer of MyMD effective

April 16, 2021.

Prior to the Merger, Dr.

Kaplin served as Chief Scientific Officer of MyMD Florida effective December 18, 2020.

On January 24, 2020, Mr.

Yeaton entered into a new employment agreement

with us whereby he would serve solely as the interim Chief Financial Officer.

to a mutual understanding between Akers and Mr.

Yeaton’s employment

as interim Chief Financial Officer ceased as of August 19, 2020.

accordance with SEC rules, this column reflects the aggregate fair value of stock awards

granted during the fiscal year ended December 31, 2020, computed as of their respective

grant dates in accordance with Financial Accounting Standard Board Accounting Standards

Codification (“FASB ASC”) Topic 718 for share-based compensation transactions.

January 24, 2020, Mr.

Schreiber entered into an employment agreement, under which he

would receive an annual salary of $300,000.

Schreiber entered into an employment agreement, under which he would receive an annual salary of $300,000.

On November 20, 2020, Mr.

Schreiber resigned

from his position as Executive Chairman of the Akers Board of Directors and was appointed

as Akers’

Chief Executive Officer.

Schreiber continued to serve in his position

as President of Akers and his employment agreement with Akers remained in effect.

September 11, 2020, Akers granted each director restricted stock units (“RSUs”) to purchase shares of Akers common

stock, and Mr.

Schreiber resigned from his position as Executive Chairman of the Company’s Board of Directors and was appointed as the Company’s Chief Executive Officer.

Schreiber continued to serve in his position as President of the Company and his employment agreement with the Company remained in effect.

Effective April 16, 2021, Mr.

Schreiber resigned his position as the Company’s President and Chief Executive Officer.

On April 16, 2021, Mr.

Rivard entered into an employment agreement, under

which he would receive an annual salary of $165,000.

Prior to the Merger, Mr.

Rivard served as Executive Vice President of Operations

and General Counsel of MyMD Florida effective September 21, 2020.

On October 14, 2021, the Company granted each director restricted

stock units (“RSUs”) to purchase shares of the Company’s common stock, and Dr.

Chapman was granted 600,000 RSUs.

On October 14, 2021, the Company granted each director RSUs to purchase

shares of the Company’s common stock, and Dr.

Kaplin was granted 600,000 RSUs.

On October 14, 2021, the Company granted each director RSUs to purchase

shares of the Company’s common stock, and Mr.

Schreiber was granted 150,000 RSUs.

On September 11, 2020, the Company granted each director RSUs to purchase

shares of the Company’s common stock, and Mr.

Schreiber was granted 109,750 RSUs.

On October 14, 2021, the Company granted RSUs to purchase shares

of the Company’s common stock, and Mr.

Rivard was granted 200,000 RSUs.

Consists of (i) a discretionary grant of options to purchase 77,180

shares of MyMD common stock at an exercise price of $2.59 per share made to Dr.

Chapman on August 2, 2020 and (ii) a grant of

options to purchase 96,475 shares of MyMD common stock at an exercise price of $2.59 per share made to Dr.

Chapman on November

1, 2020 in connection with his appointment as President and Chief Medical Officer.

All such options vested immediately upon grant

and had an aggregate fair value on the date of grant of $270,000.

Consists of a grant of options to purchase 400,000 shares of MyMD

Florida common stock at an exercise price of $1.00 per share made to Dr.

Kaplin on December 18, 2020 in connection with his appointment

as Chief Scientific Officer.

All such options vested immediately upon grant and had an aggregate fair value on the date of grant

After giving effect to the Exchange Ratio and the Reverse Split, such MyMD Florida options became options to purchase

154,360 shares of the Company’s common stock at an exercise price of $2.59.

Consists of a grant of options to purchase 200,000 shares of MyMD

Florida common stock at an exercise price of $1.00 per share made to Mr.

Rivard on August 21, 2020.

All such options vested immediately

upon grant and had an aggregate fair value on the date of grant of $120,000.

After giving effect to the Exchange Ratio and the Reverse

Split, such MyMD Florida options became options to purchase 77,180 shares of the Company’s common stock at an exercise price

Disclosure to Summary Compensation Table

have entered into employment agreements with each of our Named Executive Officers.

of Chris Chapman, M.D.

Employment Agreement

November 1, 2020, MyMD Florida and Dr.

Chapman entered into an employment agreement, which was subsequently amended by that certain First

Amendment to Employment Agreement, dated December 18, 2020, that certain Second Amendment to Employment Agreement dated January 8, 2021,

and that certain Third Amendment to Employment Agreement dated February 11, 2021 (such agreement, as amended, the “Chapman Employment

Agreement”), pursuant to which Dr.

Chapman was appointed President and Chief Medical Officer of MyMD Florida.

Under the Chapman

Employment Agreement, Dr.

Chapman is entitled to an annual base salary of $165,000, payable monthly.

Chapman is also eligible to

receive bonus compensation in the form of lump-sum cash payments made within 30 days following the completion of certain specified “Bonus

Events” (as defined in the Chapman Employment Agreement).

The aggregate amount of bonus compensation payable to Dr.

achievement of all specified Bonus Events is $800,000.

In addition, Dr.

Chapman is eligible to receive additional bonus compensation

in connection with his annual performance, determined in the sole discretion of MyMD Florida’s board of directors.

and on the effective date of the Chapman Employment Agreement, Dr.

Chapman was also granted options to purchase 250,000 shares of MyMD

Florida common stock, at an exercise price of $1.00 per share.

(After giving effect to the Exchange Ratio and the Reverse Split, such

MyMD Florida options became options to purchase 96,475 shares of the Company’s common stock at an exercise price of $2.59.) Such

options all vested immediately upon grant.

The options had an original term of lasting until the earlier of (i) ten years from the date

of grant or (ii) the second-year anniversary of the effective date of a “Reorganization Event” as defined in the MyMD

Pharmaceuticals, Inc.

Amended and Restated 2016 Equity Incentive Plan (as amended, the “MyMD Florida Incentive Plan”)

(the practical effect of which makes the term of such options expire on the second-year anniversary of the effective date of the

merger, which occurred on April 16, 2021).

MyMD Florida also agreed to provide and cover the cost of health insurance and disability

policies for Dr.

Chapman during the term of employment under the Chapman Employment Agreement.

Chapman’s employment with MyMD Florida pursuant to the Chapman Employment Agreement commenced as of the effective date of the Chapman

Employment Agreement and was to continue for a period of two years, unless earlier terminated by either party, with such termination

effective upon the provision of written notice to the other party.

In the event of termination of Dr.

Chapman’s employment with

MyMD Florida for cause, MyMD Florida was to pay to Dr.

Chapman his monthly base salary for a period of three months following the date

that notice of termination of employment is provided, which would be the full extent of MyMD Florida’s obligations with respect

to severance payments to Dr.

Chapman under the Chapman Employment Agreement.

Chapman Employment Agreement also contains certain standard confidentiality, work for hire and assignment of inventions provisions.

August 2, 2020, Dr.

Chapman received a discretionary grant of options to purchase 200,000 shares of MyMD Florida common stock, at an

exercise price of $1.00 per share.

All such options vested immediately upon grant.

The options had an original term of ten years from

the date of grant, subject to certain events described in the applicable award agreement, including Dr.

Chapman’s, death, disability,

retirement or an “Event of Cause” (as defined in the applicable award agreement).

In connection with the Merger Agreement,

certain terms of such options were amended.

After giving effect to the Exchange Ratio and the Reverse Split, such MyMD Florida options

became options to purchase 77,180 shares of the Company’s common stock at an exercise price of $2.59.

Employment Agreement

following the effective time of the Merger, the Board appointed Dr.

Chapman to the offices of President and Chief Medical Officer on

the terms of the Chapman Employment Agreement.

November 24, 2021, the Company and Dr.

Chapman entered into a Fourth Amendment to Employment Agreement.

This agreement provided that

certain performance criteria applicable to Dr.

Chapman’s bonus compensation under the Chapman Employment Agreement would be waived

and deemed to have been achieved, and that Dr.

Chapman would be entitled to a bonus payment of $100,000 as a result.

of Christopher C.

January 24, 2020, our Board independently reviewed and approved entering into an executive chairman agreement with Christopher

Schreiber (the “Executive Chairman Agreement”).

January 24, 2020, the Board independently reviewed and approved entering into an executive chairman agreement with Christopher C.

(the “Executive Chairman Agreement”).

Pursuant to the Executive Chairman Agreement, Mr.

Schreiber agreed

to serve as the Executive Chairman of our Board, as long as he is a member of the Board, or until termination of the Executive

Chairman Agreement (as described below) or upon his earlier death, incapacity, removal, or resignation.

On November 20, 2020,

Schreiber resigned from his position as Executive Chairman of the Board and was appointed as our Chief Executive Officer,

effective November 20, 2020, with Mr.

Schreiber to continue serving as our principal executive officer and president.

Schreiber’s

Executive Chairman Agreement remains in effect, except for the title of his position.

Pursuant to the Executive Chairman Agreement,

Schreiber is entitled to receive:

(i) an annual base salary of $300,000, payable monthly in equal installments, paid retroactively

as of November 1, 2019 (it being agreed that such fee shall be inclusive of any fees associated with Schreiber’s services

as both a director of Akers and in the capacity of Executive Chairman), (ii) employee benefits including, health insurance, dental

insurance, basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation

in our 401(k) Plan, (iii) annual or other bonuses in cash and/or in securities of Akers and/or otherwise, which bonuses, if any,

shall be awarded in the complete discretion of the Board or a designated committee thereof and (iv) reimbursements for pre-approved

reasonable business-related expenses incurred in good faith in the performance of Mr.

Schreiber’s duties for the Company.

Executive Chairman Agreement established an “at will”

employment relationship pursuant to which Mr.

Schreiber served

as Executive Chairman.

We may terminate the Executive Chairman Agreement for any reason or no reason, and Mr.

Schreiber may voluntarily

resign for any reason or no reason with sixty (60) days’

The Executive Chairman Agreement also provides that Mr.

Schreiber may not compete against us or solicit our employees or customers for a period of one (1) year after termination of the

Executive Chairman Agreement or his association with us for any reason.

on October 5, 2018, the Board of Directors appointed Howard R.

Yeaton, who through FCS served previously as a consultant to us,

to serve as our Chief Executive Officer and Interim Chief Financial Officer.

Yeaton is the managing principal of FCS and our

relationship with FCS shall continue, with FCS continuing to provide accounting services to us.

During the year ended December

31, 2020, we paid a total of $32,823 to FCS in connection with these services, and during the year ended December 31, 2019, we

paid a total of $49,972 to FCS in connection with these services.

In connection with his appointment as our Chief Executive Officer

and interim Chief Financial Officer, we and Mr.

Yeaton entered into an offer of employment, dated October 5, 2018 which terminated

December 31, 2019, after which date Mr.

Yeaton stopped serving as our Chief Executive Officer.

The employment agreement provided

for the following compensation for Mr.

(i) twenty-five thousand dollars ($25,000) per month in base salary, (ii) a monthly

grant of one hundred fifty six (156) unrestricted shares of the our common stock pursuant to the Akers Biosciences, Inc.

Stock Incentive Plan, (iii) Mr.

Yeaton will be afforded other employee benefits including, health insurance, dental insurance,

basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation in our

401(k) Plan, and (iv) will be reimbursed for reasonable and necessary travel and business expenses including the expenses of travel

and hotel stays in or near Thorofare, New Jersey.

January 6, 2020, the Board appointed Mr.

Yeaton as our interim Chief Financial Officer.

In connection with his appointment as

our interim Chief Financial Officer, we and Mr.

Yeaton entered into a new offer of employment, dated January 6, 2020, which was

scheduled to terminate on August 19, 2020.

Pursuant to such agreement, Mr.

Yeaton received:

(i) twenty-five thousand dollars ($25,000)

per month in base salary, (ii) employee benefits including health insurance, dental insurance, basic life and accidental death

and dismemberment insurance, long and short term disability insurance and participation in our 401(k) Plan, and (iii) reimbursement

of reasonable and necessary travel and business expenses including the expenses of travel and hotel stays in or near Thorofare,

Pursuant to a mutual understanding between Akers and Mr.

Yeaton’s employment as interim Chief Financial

Officer ceased as of August 19, 2020.

July 21, 2020, we entered into a CFO Consulting Agreement (the “Consulting Agreement”) with Brio Financial Group (“Brio”),

pursuant to which we appointed Mr.

Stuart Benson as Interim Chief Financial Officer, effective August 19, 2020, with a term ending

June 30, 2021.

Pursuant to the Consulting Agreement, the Company will pay Brio an initial retainer fee of $7,500 and a fixed monthly

payment of $13,500, commencing August 15, 2020.

On January 28, 2021, Stuart Benson notified us that his employment as Interim

Chief Financial Officer of the Company would cease effective as of January 29, 2021, as Mr.

Benson’s employment with Brio

would come to an end on the same date.

Effective as of February 1, 2021, we appointed Ian Rhodes as our new Interim Chief Financial

Officer, pursuant to the same Consulting Agreement, with a term ending June 30, 2021.

Schreiber would continue to serve

as the Executive Chairman of the Board as long as he was a member of the Board, or until termination of the Executive Chairman Agreement

(as described below) or upon his earlier death, incapacity, removal, or resignation.

Pursuant to the Executive Chairman Agreement, Mr.

Schreiber was entitled to receive:

(i) an annual base salary of $300,000, payable monthly in equal installments, paid retroactively as

of November 1, 2019 (it being agreed that such fee would be inclusive of any fees associated with Schreiber’s services as both

a director of our company and in the capacity of Executive Chairman), (ii) employee benefits including health insurance, dental insurance,

basic life and accidental death and dismemberment insurance, long and short term disability insurance and participation in our 401(k)

Plan, (iii) annual or other bonuses in cash and/or in securities of our company and/or otherwise, which bonuses, if any, shall be awarded

in the complete discretion of the Board or a designated committee thereof and (iv) reimbursements for pre-approved reasonable business-related

expenses incurred in good faith in the performance of Mr.

Schreiber’s duties for us.

Executive Chairman Agreement established an “at will” employment relationship pursuant to which Mr.

Schreiber served as Executive

We had the right to terminate the Executive Chairman Agreement for any reason or no reason, and Mr.

Schreiber had the right

to voluntarily resign for any reason or no reason with sixty (60) days’ notice.

The Executive Chairman Agreement also provided

Schreiber may not compete against us or solicit our employees or customers for a period of one (1) year after termination of

the Executive Chairman Agreement or his association with us for any reason.

On November 20, 2020, Mr.

Schreiber resigned from his position

as Executive Chairman of the Board and was appointed as the Chief Executive Officer, effective November 20, 2020, with Mr.

to continue serving as our principal executive officer and president.

Schreiber’s Executive Chairman Agreement remained in

effect, except for the title of his position, until on April 15, 2021, Mr.

Schreiber tendered his resignation from his position as Chief

Executive Officer of the Company, effective April 16, 2021, upon closing of the Merger.

Since that date, Mr.

Schreiber has

served as a special advisor to the Company and received an annual base salary and employee benefits consistent with the terms of the

Executive Chairman Agreement.

of Adam Kaplin, M.D., Ph.D.

Employment Agreement

December 18, 2020, MyMD Florida and Dr.

Kaplin entered into an employment agreement, which was subsequently amended by that certain First

Amendment to Employment Agreement, dated February 11, 2021 (such agreement, as amended, the “Kaplin Employment Agreement”),

pursuant to which Dr.

Kaplin was appointed Chief Scientific Officer of MyMD Florida.

Under the Kaplin Employment Agreement, Dr.

is entitled to an annual base salary of $250,000, payable monthly.

Kaplin is also eligible to receive bonus compensation in the form

of lump-sum cash payments made within 30 days following the completion of certain specified “Bonus Events” (as defined in

the Kaplin Employment Agreement).

The aggregate amount of bonus compensation payable to Dr.

Kaplin upon achievement of all specified

Bonus Events is $800,000.

In addition, Dr.

Kaplin is eligible to receive additional bonus compensation in connection with his annual

performance, determined in the sole discretion of MyMD Florida’s board of directors.

On the effective date of the Kaplin Employment

Agreement, Dr.

Kaplin received a signing bonus in the form of a lump-sum cash payment in the amount of $100,000 and was also granted

options to purchase 400,000 shares of MyMD Florida common stock, at an exercise price of $1.00 per share.

(After giving effect to the

Exchange Ratio and the Reverse Split, such MyMD Florida options became options to purchase 154,360 shares of the Company’s common

stock at an exercise price of $2.59.) Such options all vested immediately upon grant.

The options had an original term of lasting until

the earlier of (i) ten years from the date of grant or (ii) the second-year anniversary of the effective date of a “Reorganization

Event” as defined in the MyMD Florida Incentive Plan (the practical effect of which makes the term of such options expire on the

second-year anniversary of the effective date of the merger, which occurred on April 16, 2021).

MyMD Florida also agreed to provide and

cover the cost of health insurance and disability policies for Dr.

Kaplin during the term of employment under the Kaplin Employment Agreement.

Kaplin’s employment with MyMD Florida pursuant to the Kaplin Employment Agreement commenced on December 18, 2020 and was to continue

for a term of two years unless earlier terminated by either party, with such termination effective upon the provision of written notice

to the other party.

In the event of termination of Dr.

Kaplin’s employment with MyMD Florida for cause, MyMD Florida was to pay

Kaplin his monthly base salary for a period of three months following the date that notice of termination of employment is provided,

which would be the full extent of MyMD Florida’s obligations with respect to severance payments to Dr.

Kaplin under the Kaplin

Employment Agreement.

Kaplin Employment Agreement also contained certain standard confidentiality, work for hire and assignment of inventions provisions.

Employment Agreement

following the effective time of the Merger, the Board appointed Dr.

Kaplin to the office of Chief Scientific Officer on the terms of

the Kaplin Employment Agreement.

November 24, 2021, the Company and Dr.

Kaplin entered into a Second Amendment to Employment Agreement.

This agreement provided that certain

performance criteria applicable to Dr.

Kaplin’s bonus compensation under the Kaplin Employment Agreement would be waived and deemed

to have been achieved, and that Dr.

Kaplin would be entitled to a bonus payment of $100,000 as a result.

Employment of Paul Rivard, Esq.

Pre-Merger Employment Agreement

Effective September 21,

2020, MyMD Florida and Mr.

Rivard entered into an employment agreement (such agreement, as amended, the “Rivard Employment Agreement”),

pursuant to which Mr.

Rivard was appointed Executive Vice President of Operations and General Counsel of MyMD Florida.

Under the Rivard

Employment Agreement, Mr.

Rivard is entitled to an annual base salary of $165,000, payable monthly.

Rivard is also eligible to receive

bonus compensation in the form of lump-sum cash payments made within 30 days following the completion of certain specified “Bonus

Events” (as defined in the Rivard Employment Agreement).

The aggregate amount of bonus compensation payable to Mr.

achievement of all specified Bonus Events is $160,000.

In addition, Mr.

Rivard is eligible to receive additional bonus compensation in

connection with his annual performance, determined in the sole discretion of MyMD Florida’s board of directors.

On the effective

date of the Rivard Employment Agreement, Mr.

Rivard was granted options to purchase 200,000 shares of MyMD Florida common stock, at an

exercise price of $1.00 per share.

(After giving effect to the Exchange Ratio and the Reverse Split, such MyMD Florida options became

options to purchase 77,180 shares of the Company’s common stock at an exercise price of $2.59.) Such options all vested immediately

The options had an original term of lasting until the earlier of (i) ten years from the date of grant or (ii) the second-year

anniversary of the effective date of a “Reorganization Event” as defined in the MyMD Florida Incentive Plan (the practical

effect of which makes the term of such options expire on the second-year anniversary of the effective date of the merger, which occurred

on April 16, 2021).

MyMD Florida also agreed to provide and cover the cost of health insurance and disability policies for Mr.

during the term of employment under the Rivard Employment Agreement.

Rivard’s employment

with MyMD Florida pursuant to the Rivard Employment Agreement commenced on September 21, 2020 and was to continue until terminated by

either party, with such termination effective upon the provision of written notice to the other party.

In the event of termination of

Rivard employment with MyMD Florida, MyMD Florida was to pay to Mr.

Rivard his monthly base salary for a period of three months following

the date that notice of termination of employment is provided.

The Rivard Employment Agreement

also contained certain standard confidentiality, work for hire and assignment of inventions provisions.

Post-Merger Employment Agreement

Immediately following the

effective time of the Merger, the Board appointed Mr.

Rivard to the office of Executive Vice President of Operations and General Counsel

on the terms of the Rivard Employment Agreement.

Equity Awards at Fiscal Year-End

following table sets forth information concerning the outstanding equity awards that have been previously awarded to Mr.

and which remained outstanding as of December 31, 2020.

of Shares or Units of Stock That Have Not Vested (#)

Value of Shares or Units of Stock That Have Not Vested ($)

Christopher C.

President and Chief Executive Officer

Granted on September 11, 2020.

January 23, 2014, we adopted the 2013 Stock Incentive Plan (“2013 Plan”).

The 2013 Plan was amended by the our Board

on January 9, 2015 and September 30, 2016, and such amendments were ratified by stockholders on December 7, 2018.

The 2013 Plan

provides for the issuance of up to 4,323 shares of Akers common stock, and 1,510 shares of common stock remain available for grants

under the 2013 Plan.

August 7, 2017, the stockholders approved, and Akers adopted the 2017 Stock Incentive Plan (“2017 Plan”).

Plan provides for the issuance of up to 7,031 shares of Akers common stock.

The purpose of the 2017 Plan is to provide additional

incentive to those of our officers, employees, consultants and non-employee directors and our parents, subsidiaries and affiliates

whose contributions are essential to the growth and success of our business.

As of December 31, 2020, grants of restricted stock

and options to purchase totaling 3,064 shares of common stock have been issued pursuant to the 2017 Plan and 3,967 shares of common

stock remain available for grants under the 2017 Plan.

The 2017 Plan provides for the issuance of shares of Akers common stock

through the grant of non-qualified options, incentive options, restricted stock and unrestricted stock to directors, officers,

consultants, attorneys, advisors and employees.

December 7, 2018, the stockholders approved, and we adopted the 2018 Plan and on August 27, 2020, the stockholders approved, and

we adopted an amendment to the plan to increase the number of shares of common stock available for issuance pursuant to awards

under the 2018 Plan by an additional 1,042,000 shares.

The 2018 Plan, as amended, provides for the issuance of up to 1,120,125

shares of Akers common stock.

The purpose of the 2018 Plan is to provide additional incentive to those of our officers, employees,

consultants and non-employee directors and to promote the success of our business.

As of December 31, 2020, grants of RSUs to

purchase 804,963 shares of common stock have been issued pursuant to the 2018 Plan, and 315,162 shares of common stock remain

available for issuance.

The 2018 Plan provides for the issuance of shares of Akers common stock through the grant of options,

restricted stock, stock appreciation rights, other stock-based awards, performance compensation awards to directors, officers,

consultants, advisors and employees.

In addition, the 2018 Plan provides the Compensation Committee of the Board with discretion

to accelerate the vesting and exercisability of outstanding awards upon the occurrence of a change of control (as defined in the

March 29, 2019, the Compensation Committee of the Board approved the grant of 5,201 RSUs to Mr.

Each RSU had a grant

date fair value of $23.28 which shall be amortized on a straight-line basis over the vesting period into administrative expenses

within our Consolidated Statement of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, and vested on January 1,

August 27, 2020, we held our 2020 annual meeting of stockholders.

At the annual meeting, the stockholders approved an amendment

to the 2018 Plan to increase the number of shares of common stock available for issuance pursuant to awards under the 2018 Plan

by an additional 1,042,000 shares, to a total of 1,120,125 shares of Akers common stock.

September 11, 2020, the Compensation Committee of our Board approved the grant of 263,500 RSUs to Mr.

a grant date fair value of $2.24 which shall be amortized on a straight-line basis over the vesting period into administrative

expenses within our Consolidated Statement of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, with 50% to vest

on the first anniversary of the date of grant, and the remaining 50% to vest on the second anniversary of the date of grant, provided

that the RSUs shall vest immediately upon the occurrence of (i) a change in control, provided that Mr.

Schreiber is employed or

providing services to us and our affiliates on the closing date of such change in control, (ii) Mr.

Schreiber’s termination

of employment or services to us and our affiliates by reason of death or disability, or (iii) Mr.

Schreiber’s termination

of employment or services by us without cause.

At our election, the vested RSUs may be settled for cash.

following table sets forth summary information concerning the total compensation earned for each non-employee member of the Board

during the year ended December 31, 2020 and is contemplated to continue serving as a director of the combined company.

All compensation

Schreiber is reported under the Summary Compensation Table.

earned or paid in cash ($)

Awards ($) (1)

Josh Silverman (2)

Robert Schroeder (4)

accordance with SEC rules, this column reflects the aggregate fair value of stock awards granted during the fiscal year ended

December 31, 2020, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting

Standards Codification Topic 718 for share-based compensation transactions.

November 20, 2020, Mr.

Silverman was appointed as Chairman of the Board.

following table sets forth information concerning the outstanding equity awards that have been previously awarded to each of our Named

Executive Officers and which remain outstanding as of December 31, 2021:

unexercisable

Christopher Chapman, M.D.

President, Chief Medical

Kaplin, M.D., PhD

Chief Scientific Officer

Christopher Schreiber

Former President and Chief

Executive Officer

Paul Rivard, Esq

Executive Vice President of Operations and General Counsel

All such options vested immediately upon grant.

The options had an original term of lasting until the earlier of (i) ten years from the

date of grant or (ii) the second-year anniversary of the effective date of a “Reorganization Event” as defined in the MyMD

Florida Incentive Plan (the practical effect of which makes the term of such options expire on the second-year anniversary of the effective

date of the merger, which occurred on April 16, 2021).

Granted on October 14, 2021.

These RSUs vest at various times based upon the market capitalization of the company.

(3) Granted on December 3, 2018.

(4) Granted on December 31, 2019

(5) Granted on August 3, 2020

(6) Granted on October 26, 2020

(7) Granted on December 18, 2020

(8) Granted on August 21, 2020

following table presents the total compensation for each person who served as a member of our Board during 2021.

All compensation paid

Chapman and Mr.

Schreiber during 2021 is reported under the Summary Compensation Table.

Other than as set forth in the

table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity

awards to, or pay any other compensation to any of the other members of our Board in such period.

Silverman (2)

Schroeder (4)

Eagle, M.D (5)

Uzonwanne (6)

accordance with SEC rules, this column reflects the aggregate fair value of stock awards granted during the fiscal year ended December

31, 2020, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards

Codification Topic 718 for share-based compensation transactions.

As of December 31, 2021, Mr.

Silverman had 219,000

outstanding RSUs.

Silverman had 673,776 outstanding

of December 31, 2021, Mr.

White had 223,776 outstanding RSUs.

of December 31, 2020, Mr.

Schroeder had 87,860 outstanding RSUs.

September 11, 2020, we granted each director restricted stock units to purchase shares of Akers common stock, as follows:

Schreiber was granted 263,500 RSUs;

Silverman and Mr.

White were granted 219,000 RSUs;

Schroeder was

granted 87,860 RSUs.

On March 29, 2019, we granted each directors RSUs to purchase 5,201 shares of our commons stock, which

vested in full on January 1, 2020.

Schroeder passed away on September 1, 2021.

As of December 31, 2021, Mr.

Schroeder (or his heirs or devisees) had 29,837 outstanding RSUs.

Eagle was appointed to the Board of Directors on April 16, 2021.

As of December 31, 2021,

Eagle had 150,000 outstanding RSUs.

Uzonwanne was appointed to the Board of Directors on April 16, 2021.

As of December 31,

Uzonwanne had 150,000 outstanding RSUs.

Disclosure to Director Compensation Table

approved by the Compensation Committee of the Board on March 29, 2019, beginning in April 2019, each serving director who is not

also holding a position as an executive officer is paid $8,000 per month.

On or around May 2020, the Compensation Committee of

the Board approved payments to Mr.

approved by the Compensation Committee of the Board on March 29, 2019, beginning in April 2019, each serving director who is not also

holding a position as an executive officer is paid $8,000 per month.

On or around May 2020, the Compensation Committee of the Board approved

payments to Mr.

Silverman of $18,000 per month, beginning in May 2020.

All director fees were paid on a monthly

There was no other compensation for directors during the year ended December 31, 2020.

All director fees were paid on a monthly basis.

There was no other

compensation for directors during the year ended December 31, 2021.

September 11, 2020, the Compensation Committee of the Board approved the grant of 131,750 RSUs to Mr.

Schreiber, 219,000 RSUs

to each of Mr.

Schreiber, 109,500 RSUs to each

Silverman and Mr.

and 43,930 RSUs to Mr.

Each RSU had a grant date fair value of $2.24 which

shall be amortized on a straight-line basis over the vesting period into administrative expenses within our Consolidated Statement

of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, with 50% to vest on the first anniversary of the date of grant,

and the remaining 50% to vest on the second anniversary of the date of grant, provided that the RSUs shall vest immediately upon

the occurrence of (i) a change in control, provided that the grantee is employed or providing services to us and our affiliates

on the closing date of such change in control, (ii) the grantee’s termination of employment or services to us and our affiliates

by reason of death or disability, or (iii) the grantee’s termination of employment or services to us without cause.

election, the vested RSUs may be settled for cash.

November 23, 2020, we retained Taglich Brothers on a non-exclusive basis as a consultant to render consulting services, assist

with review, and analysis of, financial planning and budgeting matters of the Company for a term of 12 months.

Pursuant to the

Consulting Agreement with Taglich Brothers, we agreed to pay Taglich Brothers $10,000 per month.

Schreiber is the managing director of capital markets at Taglich Brothers, and Mr.

Schroeder is the vice president of investment

banking at Taglich Brothers.

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 our Consolidated Statement of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, with 50% to vest on the first anniversary of the date of grant, and the remaining 50% to

vest on the second anniversary of the date of grant, provided that the RSUs shall vest immediately upon the occurrence of (i) a change

in control, provided that the grantee is employed or providing services to us and our affiliates on the closing date of such change in

control, (ii) the grantee’s termination of employment or services to us and our affiliates by reason of death or disability, or

(iii) the grantee’s termination of employment or services to us without cause.

At our election, the vested RSUs may be settled

On April 16, 2021, concurrently with the closing of the Merger, pursuant to the terms of the RSU Agreements between the Company

and the four directors listed above, the 394,680 RSUs granted on September 11, 2020 under the 2018 Plan, as amended, that remained unvested

accelerated and vested in full.

November 23, 2020, we retained Taglich Brothers on a non-exclusive basis as a consultant to render consulting services, assist with review,

and analysis of, financial planning and budgeting matters of the Company for a term of 12 months.

Pursuant to the Consulting Agreement

with Taglich Brothers, we agreed to pay Taglich Brothers $10,000 per month.

Schreiber is the managing director of capital markets at Taglich Brothers.

This agreement was terminated without penalty effective August

Schroeder was the vice president of investment banking at Taglich Brothers until his death on September 1, 2021.

October 14, 2021, the Compensation Committee of the Board authorized the issuance of 2,795,000 restricted stock units with a fair market

value of $8.09 per RSU to the directors and key employees of the Company.

These RSUs will vest in thirds when certain market capitalization

milestones are met and maintained for twenty consecutive trading sessions.

Upon achievement of a vesting milestone, the expenses related

to the vested RSUs will be recorded at the fair market value of the Company’s common stock on the date of vesting.

Compensation Plans

Equity Incentive Plan

to the Merger Agreement, at the effective time of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”),

which was approved by the Company’s stockholders on April 15, 2021.

The 2021 Plan provides for the granting of incentive stock

options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other

awards which may be granted singly, in combination or in tandem, and which may be paid in cash or shares of common stock.

At the effective

time of the Merger, the number of shares of common stock that were reserved for issuance pursuant to awards under the 2021 Plan was 7,228,184

As of October 15, 2021, 4,433,184 shares remain available for issuance under the 2021 Plan.

The purpose of the 2021 Plan is to enable the Company to remain competitive and innovative in its ability to attract and retain the services

of key employees, key contractors, and non-employee directors of the Company or any of its subsidiaries.

The 2021 Plan provides for the

granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units,

performance awards, and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash or shares

of the Company’s common stock.

The 2021 Plan is expected to provide flexibility to the Company’s compensation methods in

order to adapt the compensation of key employees, key contractors, and non-employee directors to a changing business environment, after

giving due consideration to competitive conditions and the impact of applicable tax laws.

Date and Expiration .

The 2021 Plan was approved by the Company’s Board of Directors on March 18, 2021 (the “Plan

Effective Date”) and approved by the Company’s stockholders on April 15, 2021.

The 2021 Plan will terminate on the tenth

anniversary of the Plan Effective Date, unless sooner terminated by the Company’s Board of Directors.

No awards may be made under

the 2021 Plan after its termination date, but awards made prior to the termination date may extend beyond that date in accordance with

Authorization .

At the effective time of the Merger, the number of shares of common stock that were reserved for issuance pursuant

to awards under the 2021 Plan was 7,228,184 shares, 100% of which may be delivered as incentive stock options.

Shares to be issued may

be made available from authorized but unissued shares of the Company’s common stock, shares held by the Company in its treasury,

or shares purchased by the Company on the open market or otherwise.

During the term of the 2021 Plan, the Company will at all times reserve

and keep enough shares available to satisfy the requirements of the 2021 Plan.

If an award under the 2021 Plan is cancelled, forfeited,

or expires, in whole or in part, the shares subject to such forfeited, expired, or cancelled award may again be awarded under the 2021

Awards that may be satisfied either by the issuance of common stock or by cash or other consideration shall be counted against

the maximum number of shares that may be issued under the 2021 Plan only during the period that the award is outstanding or to the extent

the award is ultimately satisfied by the issuance of shares.

An award will not reduce the number of shares that may be issued pursuant

to the 2021 Plan if the settlement of the award will not require the issuance of shares, as, for example, a stock appreciation right

that can be satisfied only by the payment of cash.

Shares of common stock that are otherwise deliverable pursuant to an award under the

2021 Plan that are withheld in payment of the option price of an option or for payment of applicable employment taxes and/or withholding

obligations resulting from the award shall be treated as delivered to the award recipient and shall be counted against the maximum number

of shares of our common stock that may be issued under the 2021 Plan.

Only shares forfeited back to the Company or cancelled on account

of termination, expiration, or lapse of an award shall again be available for grant of incentive stock options under the 2021 Plan but

shall not increase the maximum number of shares described above as the maximum number of shares of the Company’s common stock that

may be delivered pursuant to incentive stock options.

Administration .

The 2021 Plan is administered by the compensation committee of the Board or such other committee of the board as is designated by it

to administer the 2021 Plan (the “2021 Plan Administration Committee”).

If necessary to satisfy the requirements of Rule

16b-3 promulgated under the Exchange Act, membership on the 2021 Plan Administration Committee shall be limited to those members of the

Board who are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.

At any time there is

no 2021 Plan Administration Committee to administer the 2021 Plan, any reference to the 2021 Plan Administration Committee is a reference

to the Board.

2021 Plan Administration Committee will determine the persons to whom awards are to be made;

determine the type, size, and terms of awards;

interpret the 2021 Plan;

establish and revise rules and regulations relating to the 2021 Plan as well as any sub-plans for awards to

be made to eligible award recipients who are not resident in the United States;

establish performance goals for awards and certify the

extent of their achievement;

and make any other determinations that it believes are necessary for the administration of the 2021 Plan.

The 2021 Plan Administration Committee may delegate certain of its duties to one or more of the Company’s officers as provided

in the 2021 Plan.

Notwithstanding the foregoing, to the extent necessary to satisfy the requirements of Rule 16b-3 promulgated under

the Exchange Act, any function relating to an award recipient subject to the reporting requirements of Section 16 of the Exchange Act

shall be performed solely by the 2021 Plan Administration Committee.

the adoption of the 2021 Plan, awards granted under the 2018 Plan remained in full force and effect under the terms and conditions of

the 2018 Plan and in accordance with each award’s respective terms.

Eligibility .

Employees (including any employee who is also a director or an officer), contractors, and non-employee directors of the Company or any

of its subsidiaries, whose judgment, initiative, and efforts contributed to or may be expected to contribute to the Company’s successful

performance, are eligible to participate in the 2021 Plan.

As of the Record Date, the Company had 8 employees, 0 contractors, and 5 non-employee

directors who would be eligible for awards under the 2021 Plan.

The 2021 Plan Administration Committee may grant either incentive stock options (“ISOs”) qualifying under Section 422

of the Code, or nonqualified stock options, provided that only employees of the Company and its subsidiaries (excluding subsidiaries

that are not corporations) are eligible to receive ISOs.

Stock options may not be granted with an option price less than 100% of the

fair market value of a share of common stock on the date the stock option is granted.

If an ISO is granted to an employee who owns or

is deemed to own more than 10% of the combined voting power of all classes of the Company’s stock (or of any parent or subsidiary),

the option price shall be at least 110% of the fair market value of a share of common stock on the date of grant.

The 2021 Plan Administration

Committee will determine the terms of each stock option at the time of grant, including, without limitation, the methods by or forms

in which shares will be delivered to participants or registered in their names.

The maximum term of each option, the times at which each

option will be exercisable, and provisions requiring forfeiture of unexercised options at or following termination of employment or service

generally are fixed by the 2021 Plan Administration Committee, except that the 2021 Plan Administration Committee may not grant stock

options with a term exceeding 10 years or, in the case of an ISO granted to an employee who owns or is deemed to own more than 10% of

the combined voting power of all classes of our stock (or of any parent or subsidiary), a term exceeding five years.

of stock options may pay the option price (i) in cash, check, bank draft, or money order payable to the order of the Company;

delivering to the Company shares of the Company’s common stock (including restricted stock) already owned by the participant having

a fair market value equal to the aggregate option price and that the participant has not acquired from the Company within six months

prior to the exercise date;

(iii) by delivering to the Company or its designated agent an executed irrevocable option exercise form,

together with irrevocable instructions from the participant to a broker or dealer, reasonably acceptable to the Company, to sell certain

of the shares purchased upon the exercise of the option or to pledge such shares to the broker as collateral for a loan from the broker

and to deliver to the Company the amount of sale or loan proceeds necessary to pay the purchase price;

(iv) by requesting that Company

withhold the number of shares otherwise deliverable upon exercise of the stock option by the number of shares having an aggregate fair

market value equal to the aggregate option price at the time of exercise ( i.e., a cashless net exercise);

and (v) by any

other form of valid consideration that is acceptable to the 2021 Plan Administration Committee in its sole discretion.

No dividends or

dividend equivalent rights may be paid or granted with respect to any stock options granted under the 2021 Plan.

Appreciation Rights .

The 2021 Plan Administration Committee is authorized to grant stock appreciation rights (“SARs”)

as a stand-alone award, or freestanding SARs, or in conjunction with options granted under the 2021 Plan, or tandem SARs.

a participant to receive an amount equal to the excess of the fair market value of a share of common stock on the date of exercise over

the fair market value of a share of our common stock on the date of grant.

The exercise price of a SAR cannot be less than 100% of the

fair market value of a share of the Company’s common stock on the date of grant.

The 2021 Plan Administration Committee will determine

the terms of each SAR at the time of the grant, including, without limitation, the methods by or forms in which shares will be delivered

to participants or registered in their names.

The maximum term of each SAR, the times at which each SAR will be exercisable, and provisions

requiring forfeiture of unexercised SARs at or following termination of employment or service generally are fixed by the 2021 Plan Administration

Committee, except that no freestanding SAR may have a term exceeding 10 years and no tandem SAR may have a term exceeding the term of

the option granted in conjunction with the tandem SAR.

Distributions to the recipient may be made in common stock, cash, or a combination

of both as determined by the 2021 Plan Administration Committee.

No dividends or dividend equivalent rights may be paid or granted with

respect to any SARs granted under the 2021 Plan.

Stock and Restricted Stock Units .

The 2021 Plan Administration Committee is authorized to grant restricted stock and restricted stock

Restricted stock consists of shares of our common stock that may not be sold, assigned, transferred, pledged, hypothecated, encumbered,

or otherwise disposed of, and that may be forfeited in the event of certain terminations of employment or service, prior to the end of

a restricted period as specified by the 2021 Plan Administration Committee.

Restricted stock units are the right to receive shares of

common stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the 2021

Plan Administration Committee, which include a substantial risk of forfeiture and restrictions on their sale or other transfer by the

The 2021 Plan Administration Committee determines the eligible participants to whom, and the time or times at which, grants

of restricted stock or restricted stock units will be made;

the number of shares or units to be granted;

the price to be paid, if any;

the time or times within which the shares covered by such grants will be subject to forfeiture;

the time or times at which the restrictions

will terminate;

and all other terms and conditions of the grants.

Restrictions or conditions could include, but are not limited to, the

attainment of performance goals (as described below), continuous service with the Company, the passage of time, or other restrictions

and conditions.

Except as otherwise provided in the 2021 Plan or the applicable award agreement, a participant shall have, with respect

to shares of restricted stock, all of the rights of a shareholder of the Company holding the class of common stock that is the subject

of the restricted stock, including, if applicable, the right to vote the common stock and the right to receive any dividends thereon,

provided that (i) any dividends with respect to such a restricted stock award may be withheld by the Company for the participant’s

account until such award is vested, subject to such terms as determined by the 2021 Plan Administration Committee, and (ii) any

dividends so withheld by the Company and attributable to any particular restricted stock award shall be distributed to such participant

in cash or, at the discretion of the 2021 Plan Administration Committee, in shares of the Company’s common stock having a fair

market value equal to the amount of such dividends, if applicable, upon vesting of the award.

If, however, such restricted stock award

is forfeited, the participant’s rights as to such dividends will also be forfeited.

The 2021 Plan Administration Committee may grant performance awards payable at the end of a specified performance period

in cash, shares of common stock, units, or other rights based upon, payable in, or otherwise related to the Company’s common stock.

Payment will be contingent upon achieving pre-established performance goals (as discussed below) by the end of the applicable performance

The 2021 Plan Administration Committee will determine the length of the performance period, the maximum payment value of an award,

and the minimum performance goals required before payment will be made, so long as such provisions are not inconsistent with the terms

of the 2021 Plan and, to the extent an award is subject to Section 409A of the Code, are in compliance with the applicable requirements

of Section 409A of the Code and any applicable regulations or guidance.

In certain circumstances, the 2021 Plan Administration Committee

may, in its discretion, determine that the amount payable with respect to certain performance awards will be reduced from the maximum

amount of any potential awards.

If the 2021 Plan Administration Committee determines, in its sole discretion, that the established performance

measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure, or

for other reasons that the 2021 Plan Administration Committee deems satisfactory, the 2021 Plan Administration Committee may modify the

performance measures or objectives and/or the performance period.

Awards of restricted stock, restricted stock units, performance awards, and other awards under the 2021 Plan may be made subject

to the attainment of performance goals relating to one or more business criteria which shall consist of one or more or any combination

of the following criteria (“Performance Criteria”):

cash (cash flow, cash generation or other cash measures);

ratio of debt to debt plus equity;

net borrowing, credit quality or debt ratings;

profit before tax;

economic profit;

before interest and taxes;

earnings before interest, taxes, depreciation and amortization;

gross margin;

earnings per share (whether

on a pre-tax, after-tax, operational or other basis);

operating earnings;

capital expenditures;

improvements in capital structure;

(expense management, expense ratio, expense efficiency ratios, expense levels or other expense measures);

economic value added;

of operating earnings to capital spending or any other operating ratios;

free cash flow;

profit (net profit, gross profit, operating

profit, economic profit, profit margin or other corporate profit measures);

net income (before or after taxes, operating income or other

income measures);

net asset value per share;

business expansion or consolidation (the accomplishment of mergers, acquisitions,

dispositions, public offerings or similar extraordinary business transactions);

sales growth;

price of the Company’s common stock;

return measures (including, without limitation, return on assets, capital, equity, investments or sales, and cash flow return on assets,

capital, equity, or sales);

market share;

inventory levels, inventory management, inventory turn or shrinkage;

stock price or performance;

internal rate of return or increase in net present value;

working capital targets relating to inventory and/or accounts receivable;

or product delivery or quality;

customer satisfaction;

employee retention;

safety standards;

productivity measures;

cost reduction measures;

strategic plan development and implementation;

or total return to shareholders.

Any Performance Criteria may be used to measure our performance

as a whole or of any of our business units and may be measured relative to a peer group or index.

Any Performance Criteria may include

or exclude (i) events that are of an unusual nature or indicate infrequency of occurrence, (ii) gains or losses on the disposition of

(iii) changes in tax or accounting regulations or laws;

(iv) the effect of a merger or acquisition, as identified in the

Company’s quarterly and annual earnings releases;

or (v) other similar occurrences.

In all other respects, Performance Criteria

shall be calculated in accordance with the Company’s financial statements, under generally accepted accounting principles, or under

a methodology established by the 2021 Plan Administration Committee prior to the issuance of an award, which is consistently applied

and identified in the Company’s audited financial statements, including in footnotes, or the Compensation Discussion and Analysis

sections of the Company’s annual report and definitive proxy statement, as applicable.

The 2021 Plan Administration Committee may grant other forms of awards, based upon, payable in, or that otherwise relate

to, in whole or in part, shares of the Company’s common stock, if the 2021 Plan Administration Committee determines that such other

form of award is consistent with the purpose and restrictions of the 2021 Plan.

The terms and conditions of such other form of award

shall be specified in the grant.

Such other awards may be granted for no cash consideration, for such minimum consideration as may be

required by applicable law, or for such other consideration as may be specified in the grant.

Forfeiture and Recoupment, Assignment .

The 2021 Plan Administration Committee, in its sole discretion, may determine that an award

will be immediately vested, in whole or in part, or that all or any portion may not be vested until a date, or dates, subsequent to its

date of grant, or until the occurrence of one or more specified events, subject in any case to the terms of the 2021 Plan.

Plan Administration Committee imposes conditions upon vesting, then, subsequent to the date of grant, the 2021 Plan Administration Committee

may, in its sole discretion, accelerate the date on which all or any portion of the award may be vested.

2021 Plan Administration Committee may impose on any award at the time of grant or thereafter, such additional terms and conditions as

the 2021 Plan Administration Committee determines, including terms requiring forfeiture of awards in the event of a participant’s

termination of employment or service.

The 2021 Plan Administration Committee will specify the circumstances on which performance awards

may be forfeited in the event of a termination of service by a participant prior to the end of a performance period or settlement of

Except as otherwise determined by the 2021 Plan Administration Committee, restricted stock will be forfeited upon a participant’s

termination of employment or service during the applicable restriction period.

In addition, the Company may recoup all or any portion

of any shares or cash paid to a participant in connection with any award in the event of a restatement of the Company’s financial

statements as set forth in the Company’s clawback policy, if any, as such policy may be approved or modified by the Board from

time to time.

granted under the 2021 Plan generally are not assignable or transferable except by will or by the laws of descent and distribution, except

that the 2021 Plan Administration Committee may, in its discretion and pursuant to the terms of an award agreement, permit transfers

of nonqualified stock options or SARs to (i) the spouse (or former spouse), children, or grandchildren of the participant (“Immediate

Family Members”);

(ii) a trust or trusts for the exclusive benefit of such Immediate Family Members;

(iii) a partnership in which

the only partners are (a) such Immediate Family Members and/or (b) entities which are controlled by the participant and/or his or her

Immediate Family Members;

(iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision;

or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided

that (x) there shall be no consideration for any such transfer, (y) the applicable award agreement pursuant to which such nonqualified

stock options or SARs are granted must be approved by the 2021 Plan Administration Committee and must expressly provide for such transferability,

and (z) subsequent transfers of transferred nonqualified stock options or SARs shall be prohibited except those by will or the laws of

descent and distribution.

Upon Changes in Capitalization .

In the event that any dividend or other distribution (whether in the form of cash, shares of the

Company’s common stock, other securities or other property), recapitalization, stock split, reverse stock split, rights offering,

reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of shares of

common stock or other securities of the Company, issuance of warrants or other rights to purchase shares of common stock or other securities

of the Company, or other similar corporate transaction or event affects the fair value of an award, then the 2021 Plan Administration

Committee shall adjust any or all of the following so that the fair value of the award immediately after the transaction or event is

equal to the fair value of the award immediately prior to the transaction or event:

(i) the number of shares and type of common stock

(or the securities or property) which thereafter may be made the subject of awards;

(ii) the number of shares and type of common stock

(or other securities or property) subject to outstanding awards;

(iii) the number of shares and type of common stock (or other securities

or property) specified as the annual per-participant limit under the 2021 Plan;

(iv) the option price of each outstanding stock

(v) the amount, if any, the Company pays for forfeited shares in accordance with the terms of the 2021 Plan;

and (vi) the number

of or exercise price of shares then subject to outstanding SARs previously granted and unexercised under the 2021 Plan, to the end that

the same proportion of the Company’s issued and outstanding shares of common stock in each instance shall remain subject to exercise

at the same aggregate exercise price;

provided, however, that the number of shares of common stock (or other securities or property)

subject to any award shall always be a whole number.

Notwithstanding the foregoing, no such adjustment shall be made or authorized to

the extent that such adjustment would cause the 2021 Plan or any stock option to violate Section 422 of the Code or Section 409A

All such adjustments must be made in accordance with the rules of any securities exchange, stock market, or stock quotation

system to which the Company is subject.

or Discontinuance of the 2021 Plan .

The Board may, at any time and from time to time, without the consent of participants, alter,

amend, revise, suspend, or discontinue the 2021 Plan in whole or in part;

provided, however, that (i) no amendment that requires shareholder

approval in order for the 2021 Plan and any awards under the 2021 Plan to continue to comply with Sections 421 and 422 of the Code (including

any successors to such sections or other applicable law) or any applicable requirements of any securities exchange or inter-dealer quotation

system on which our stock is listed or traded, shall be effective unless such amendment is approved by the requisite vote of our shareholders

entitled to vote on the amendment;

and (ii) unless required by law, no action by the Board regarding amendment or discontinuance of the

2021 Plan may adversely affect any rights of any participants or obligations of the Company to any participants with respect to any outstanding

awards under the 2021 Plan without the consent of the affected participant.

Repricing of Stock Options or SARs .

The 2021 Plan Administration Committee may not, without the approval of our shareholders, “reprice”

any stock options or SARs.

For purposes of the 2021 Plan, “reprice” means any of the following or any other action that has

the same effect:

(i) amending a stock option or SAR to reduce its option price or exercise price, respectively;

(ii) canceling a stock

option or SAR at a time when its option price or exercise price, respectively, exceeds the fair market value of a share of our common

stock in exchange for cash or a stock option, SAR, award of restricted stock, or other equity award with an option price or exercise

price that is less than the option price or exercise price of the original stock option or SAR;

or (iii) taking any other action that

is treated as a repricing under generally accepted accounting principles.

Florida Pre-Merger Plan

2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc.

Amended and Restated 2016 Equity Incentive Plan (the “2016

The MyMD Florida Incentive Plan provided for the issuance of up to 50,000,000 shares of pre-Merger MyMD Florida common

As of November 12, 2021, options to purchase 4,188,315 shares of the Company’s common stock have been issued pursuant to

the plan and 0 shares of common stock remain available for issuance.

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 (collectively with the 2016 Plan, the “MyMD Florida Incentive Plan”),

assuming all of pre-Merger MyMD Florida’s rights and obligations with respect to the options issued thereunder (except that the

term of the option will be amended to expire on the second-year anniversary of the effective time of closing).

The assumed pre-Merger

MyMD Florida’s options became a number of shares of Akers common stock equal to the product of (a) the number of shares of MyMD

Florida common stock subject to such option, multiplied by (b) the Exchange Ratio and rounding the resulting number down to the nearest

whole share of the Company’s common stock, at an exercise price per share of the Company’s common stock equal to the quotient

of (i) the exercise price per share of MyMD Florida common stock subject to such option immediately prior to the effective time of the

merger divided by (ii) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent, and then subsequently

adjusted for the reverse stock split of the MyMD Florida common stock.

Upon the closing of the Merger, the Company assumed all of pre-Merger

MyMD Florida’s rights and obligations under pre-Merger MyMD Florida stock options that were outstanding immediately prior to the

effective time of the Merger, and no additional awards can be issued under the MyMD Florida Incentive Plan.

MyMD Florida Incentive Plan authorized the grant of incentive stock options, non-qualified stock options, restricted stock, restricted

stock units, and other stock-based awards, or a combination of the foregoing.

MyMD Florida granted only incentive stock options and non-qualified

stock options under the plan.

A total of 50,000,000 shares of MyMD Florida common stock were authorized for the grant of awards under the MyMD Florida

Incentive Plan.

Administration .

The MyMD Florida Incentive Plan was administered by the MyMD Florida board of directors.

The MyMD Florida board had

the authority to grant awards under the plan and to adopt, amend, and repeal such administrative rules, guidelines, and practices relating

to the plan as it deemed advisable.

The MyMD Florida board had the authority to determine the persons to whom and the dates on which

awards will be granted, the number of shares of common stock to be subject to each award, the time or times during the term of each award

within which all or a portion of such award may be exercised, the exercise price, the type of consideration to be paid, and the other

terms and provisions of each award, which need not be identical.

The MyMD Florida board had the power to construe and interpret the MyMD

Florida Incentive Plan and awards granted under it.

All decisions, determinations and interpretations by the MyMD Florida board regarding

the plan were to be final, binding and conclusive on all participants or other persons claiming rights under the plan or any award.

granted under the MyMD Florida Incentive Plan could (i) either be “incentive stock options” within the meaning of Section

422 of the Code, or “nonqualified stock options,” and (ii) become vested upon such conditions as were determined by the MyMD

Florida board.

Such vesting could be based on continued service to MyMD Florida over a certain period, the occurrence of certain performance

milestones, or other criteria as determined by the MyMD Florida board.

Options granted under the MyMD Florida Incentive Plan could be

subject to different vesting terms.

Options could not have an exercise price per share of less than 100% of the fair market value of

a share of MyMD Florida common stock on the date of grant or a term longer than 10 years.

To the extent provided by the terms of an option,

a participant could satisfy any federal, state or local tax withholding obligation relating to the exercise of such option by a cash

payment upon exercise, by authorizing MyMD Florida to withhold a portion of the stock otherwise issuable to the participant upon exercise,

or by such other method as may be set forth in the option agreement or authorized by the MyMD Florida board.

The treatment of options

under the MyMD Florida Incentive Plan upon a participant’s termination of employment with or service to MyMD Florida was set forth

in the applicable award agreement, which typically provided that the options would terminate 24 months after a termination of employment

In connection with the Merger Agreement, on November 10, 2020, MyMD Florida amended each of the option grant award agreements

noted above to, among other things, revise the term of exercisability of such option to expire on the earlier of (i) the 10th anniversary

of the date of grant or (ii) the second anniversary of the effective date of a “Reorganization Event” as defined in the MyMD

Florida Incentive Plan.

Accordingly, the term of each such option was amended to expire on the second anniversary of the effective date

of the Merger.

Incentive stock options are not transferable except by will or by the laws of descent and distribution.

Non-qualified

stock options are transferable to certain permitted transferees (as provided in the MyMD Florida Incentive Plan) to the extent included

in the option award agreement.

Stock and Restricted Stock Unit Awards.

Subject to certain limitations, the MyMD Florida board was authorized to grant awards

of restricted stock and restricted stock units, which are rights to receive shares of MyMD Florida common stock or cash, as determined

by the MyMD Florida board and as set forth in the applicable award agreement, upon the settlement of the restricted stock units at the

end of a specified time.

The MyMD Florida board could impose any restrictions or conditions upon the vesting of restricted stock or restricted

stock unit awards, or that would provide for a delay in the settlement of a restricted stock unit award after it vests, that the committee

deemed appropriate and in accordance with the requirements of Section 409A of the Code.

Dividend equivalents could be credited in respect

of shares covered by a restricted stock or a restricted stock unit award, as determined by the MyMD Florida board.

At the discretion

of the MyMD Florida board, such dividend equivalents could be converted into additional shares covered by restricted stock or restricted

stock units, as applicable.

If a restricted stock or restricted stock unit award recipient’s employment or service relationship

with MyMD Florida terminated, any unvested portion of the restricted stock or restricted stock unit award would be forfeited, unless

the participant’s award agreement provided otherwise.

Restricted stock and restricted stock unit awards are generally not transferable

except (i) by will or by the laws of descent and distribution or (ii) to certain permitted transferees, to the extent provided in the

award agreement.

Stock-Based Awards .

The MyMD Florida Incentive Plan authorized the grant of other awards that are valued in whole or in part by reference

to, or are otherwise based on, shares of MyMD Florida common stock or other property, including awards entitling recipients to receive

shares of MyMD Florida common stock to be delivered in the future.

Reorganization Events.

In connection with any stock split, reverse stock split, stock dividend, dividend in property

other than cash, recapitalization, share combination, share reclassification, spin-off, or other similar change in capitalization or

event, the MyMD Florida board would equitably adjust the type(s), class(es) and number of shares of stock subject to the MyMD Florida

Incentive Plan, and any outstanding awards would also be appropriately adjusted as to the type(s), class(es), number of shares and exercise

price per share of common stock subject to such awards.

the event of a “Reorganization Event” (as defined in the MyMD Florida Incentive Plan) such as certain mergers or consolidations,

the MyMD Florida board could take any one or more of the following actions as to all or any (or any portion of) outstanding awards on

such terms as the board determines:

(i) provide that awards will be assumed, or substantially equivalent awards will be substituted,

by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a participant, provide that all of

the participant’s unexercised awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised

by the participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding

awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an award shall lapse, in whole or in part

prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of MyMD Florida

common stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event, make or provide

for a cash payment to participants with respect to each award held by a participant equal to (A) the number of shares of MyMD Florida

common stock subject to the vested portion of the award (after giving effect to any acceleration of vesting that occurs upon or immediately

prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the acquisition price in the Reorganization Event over

(II) the exercise price of such award and any applicable tax withholdings, in exchange for the termination of such award, (v) provide

that, in connection with a liquidation or dissolution of MyMD Florida, awards shall convey into the right to receive liquidation proceeds

(if applicable, net of the exercise price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing.

taking any of above actions, the MyMD Florida board would not be obligated by the MyMD Florida Incentive Plan to treat all awards of

the same type identically.

Termination .

The MyMD Florida board could amend, alter, suspend, discontinue, or terminate the MyMD Florida Incentive Plan, provided

that no such amendment would adversely affect the rights of any participant without the participant’s consent.

The MyMD Florida

Incentive Plan will terminate in 2026, unless earlier terminated earlier by the Company.

Pre-Merger Plans

January 23, 2014, we adopted the 2013 Stock Incentive Plan (“2013 Plan”).

The 2013 Plan was amended by the our Board on January

9, 2015 and September 30, 2016, and such amendments were ratified by stockholders on December 7, 2018.

The 2013 Plan provides for the

issuance of up to 2,162 shares of the Company’s common stock, and as of October 15, 2021, 755 shares of common stock remain

available for grants under the 2013 Plan.

August 7, 2017, the stockholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”).

Plan provides for the issuance of up to 3,516 shares of the Company’s common stock.

The purpose of the 2017 Plan is to provide

additional incentive to those of our officers, employees, consultants and non-employee directors and our parents, subsidiaries and affiliates

whose contributions are essential to the growth and success of our business.

As of December 31, 2020, grants of restricted stock and

options to purchase totaling 1,532 shares of common stock have been issued pursuant to the 2017 Plan and as of October 15, 2021,

1,984 shares of common stock remain available for grants under the 2017 Plan.

The 2017 Plan provides for the issuance of shares of the

Company’s common stock through the grant of non-qualified options, incentive options, restricted stock and unrestricted stock to

directors, officers, consultants, attorneys, advisors and employees.

December 7, 2018, the stockholders approved, and we adopted the 2018 Plan and on August 27, 2020, the stockholders approved, and we adopted

an amendment to the plan to increase the number of shares of common stock available for issuance pursuant to awards under the 2018 Plan

by an additional 521,000 shares.

The 2018 Plan, as amended, provides for the issuance of up to 560,063 shares of the Company’s

common stock.

The purpose of the 2018 Plan is to provide additional incentive to those of our officers, employees, consultants and non-employee

directors and to promote the success of our business.

As of October 15, 2021, grants of RSUs to purchase 263,026 shares of common

stock had been issued pursuant to the 2018 Plan, and 297,037 shares of common stock remained available for issuance.

The 2018 Plan provides

for the issuance of shares of the Company’s common stock through the grant of options, restricted stock, stock appreciation rights,

other stock-based awards, performance compensation awards to directors, officers, consultants, advisors and employees.

In addition, the

2018 Plan provides the Compensation Committee of the Board with discretion to accelerate the vesting and exercisability of outstanding

awards upon the occurrence of a change of control (as defined in the 2018 Plan).

March 29, 2019, the Compensation Committee of the Board approved the grant of 2,601 RSUs to Mr.

Each RSU had a grant date

fair value of $46.56 which was amortized on a straight-line basis over the vesting period into administrative expenses within our Consolidated

Statement of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, and vested on January 1, 2020.

September 11, 2020, the Compensation Committee of our Board approved the grant of 131,750 RSUs to Mr.

Each RSU had a grant

date fair value of $4.48 which was amortized on a straight-line basis over the vesting period into administrative expenses within our

Consolidated Statement of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, with 50% to vest on the first anniversary of

the date of grant, and the remaining 50% to vest on the second anniversary of the date of grant, provided that the RSUs would vest immediately

upon the occurrence of (i) a change in control, provided that Mr.

Schreiber is employed or providing services to us and our affiliates

on the closing date of such change in control, (ii) Mr.

Schreiber’s termination of employment or services to us and our affiliates

by reason of death or disability, or (iii) Mr.

Schreiber’s termination of employment or services by us without cause.

At our election,

the vested RSUs may be settled for cash.

The RSUs accelerated and vested in full upon the closing of the Merger on April 16, 2021.

Compensation Plan Information

following table provides information with respect to the Company’s Equity Compensation Plan as of the fiscal year ended

December 31, 2020.

following table provides information regarding the number of securities to be issued under the Equity Compensation Plans as of the fiscal

year ended December 31, 2021:

Plan Category

of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted-average

price of outstanding options, warrants and rights (b)

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

Equity compensation plans

approved by security holders(1)

exercise price of outstanding options (b)

remaining available for future issuance under equity

plans (excluding securities

in column (a))

Equity compensation plans approved

by security holders (1)

Equity compensation

plans not approved by security holders

Represents shares available to issuance under the Equity Compensation Plans.

(1) Represents

shares available for issuance under the Equity Compensation Plans.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

following table sets forth information regarding the beneficial ownership of our voting securities as of February 26, 2021

by (i) each person known to us to beneficially own five percent (5%) or more of any class of our voting securities;

of our named executive officers and directors;

following table sets forth information regarding the beneficial ownership of our voting securities as of March 31, 2022 by

(i) each person known to us to beneficially own five percent (5%) or more of any class of our voting securities;

(ii) each of our

named executive officers and directors;

and (iii) all of our named directors and executive officers as a group.

The percentages

of voting securities beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial

The percentages of

voting securities beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial

ownership of securities.

Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person

has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which

includes the power to dispose of or to direct the disposition of the security.

Except as indicated in the footnotes to this table,

to our knowledge and subject to community property laws where applicable, each beneficial owner named in the table below has sole

voting and sole investment power with respect to all shares beneficially owned and each person’s address is c/o Akers Biosciences,

Inc., 1185 Avenue of the Americas, 3 rd Floor, New York, New York 10036.

Percentage of common stock ownership is based

on 16,652,829 shares of common stock issued and outstanding as of February 26, 2021.

number of shares of Akers common stock beneficially owned by the principal stockholders and the percentage of shares outstanding,

as set forth below, take into account certain limitations on the conversion of Akers preferred stock or the exercise of warrants

to purchase Akers common stock.

Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or

shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes

the power to dispose of or to direct the disposition of the security.

Except as indicated in the footnotes to this table, to our

knowledge and subject to community property laws where applicable, each beneficial owner named in the table below has sole voting

and sole investment power with respect to all shares beneficially owned and each person’s address is c/o MyMD

Pharmaceuticals, Inc., 855 N.

Wolfe Street, Suite 601, Baltimore, MD 21205.

Percentage of common stock ownership is based on 36,058,245

shares of common stock issued and outstanding as of March 24, 2022.

Percentage of Series D Preferred Stock ownership is

based on 72,992 shares of Series D Preferred Stock issued and outstanding as of March 31, 2022.

The number of shares of common

stock beneficially owned by the principal stockholders and the percentage of shares outstanding, as set forth below, take into account

certain limitations on the exercise of warrants to purchase common stock.

ownership is determined in accordance with the rules of the SEC.

For the purpose of calculating the number of shares beneficially

owned by a stockholder and the percentage ownership of that stockholder, shares of common stock subject to options or warrants

that are currently exercisable or exercisable within sixty (60) days of February 26, 2021 by that stockholder are deemed

of February 26, 2021

Common Stock Beneficially

For the purpose of calculating the number of shares beneficially owned

by a stockholder and the percentage ownership of that stockholder, shares of common stock subject to options or warrants that are currently

exercisable or exercisable within sixty (60) days of March 31, 2022 by that stockholder are deemed outstanding.

of Shares of Common Stock Beneficially Owned (1)

Percentage of Class

of Shares of Series D Preferred Stock Beneficially Owned (2)

Percentage of Class

Total Voting Power

5% Beneficial Owner

Iroquois Capital Management

Intracoastal Capital LLC

Mainfield Enterprises Inc.

Capital Management LLC (3)

Richard Abbe / Iroquois

Capital Investment Group LLC (3)

Caroline Williams /

Starwood Trust (4)

Premas Biotech PVT Ltd.

Named Executive Officers and Directors

Joshua Silverman (6)

Christopher C.

Schreiber (5)(6)

Schroeder (5)(6)

All NEOs and directors as a group (5

Bill J White (7)

Craig Eagle, M.D.

Jude Uzonwanne (9)

Christopher C Schreiber (10)

Christopher Chapman,

Adam Kaplin, M.D., PhD (12)

Paul Rivard (13)

All current executive officers and Directors as a group (9 persons)

Less than 1%.

of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise

of all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable

or exercisable within 60 days of February 26, 2021, except as otherwise noted.

Shares issuable pursuant to the exercise

of stock options and other securities convertible into common stock exercisable within 60 days are deemed outstanding and

held by the holder of such options or other securities for computing the percentage of outstanding common stock beneficially

owned by such person but are not deemed outstanding for computing the percentage of outstanding common stock beneficially

owned by any other person.

information is based on a Schedule 13G/A filed with the SEC on February 22, 2021

by Iroquois Capital Management, LLC (“Iroquois Capital”) and on information

available to the Company.

The principal business office is 125 Park Avenue, 25 th

Floor, New York, NY 10017.

Iroquois Capital is the investment advisor for Iroquois

Master Fund, Ltd.

(“IMF”).

As directors of IMF, Kimberly Page and Richard

Abbe make voting and investment decisions on behalf of IMF.

As a result of the foregoing,

Abbe may be deemed to have beneficial ownership (as determined under

Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held

by Iroquois Capital and IMF.

The shares included in the table report the number of shares

that would be issuable giving effect to the 9.99% beneficial ownership blocker included

in the Pre-Funded Warrants and the warrants.

The percentage included in the table gives

effect to the 9.99% beneficial ownership blocker included in the Pre-Funded Warrants

and warrants.

owns 969,998 shares of Akers common stock, Pre-Funded Warrants to purchase 770,270 shares of Akers common stock

issued in connection with the Akers Private Placement and warrants to purchase 1,546,328 shares of Akers common

Abbe has voting control and investment discretion over securities held by Iroquois Capital Investment Group LLC (“ICIG”).

Abbe may be deemed to be the beneficial owner (as determined under Section 13(d) of the Securities Exchange

Act of 1934, as amended) of the securities held by ICIG.

ICIG owns 270,270 shares of common stock, Pre-Funded Warrants

to purchase 270,270 shares of Akers common stock issued in connection with the Akers Private Placement and warrants to

purchase 549,221 shares of Akers common stock.

to the 9.99% blocker, the amounts reported in the table exclude 570,918 shares underlying Pre-Funded Warrants and

2,081,080 shares underlying Investor Warrants.

Also excluded are 14,469 shares underlying warrants that are subject to

a 4.99% blocker.

information is based on a Schedule 13G/A filed with the SEC on January 29, 2021 by Intracoastal Capital LLC (“Intracoastal”).

The Schedule 13G reports shared voting power for 1,459,458 shares of Akers common stock and shared dispositive power for 1,459,458

shares of Akers common stock.

Kopin, whose principal business office is 245 Palm Trail, Delray Beach,

Florida 33483 and Mr.

Asher, whose principal business office is 111 W.

Jackson Boulevard, Suite 2000, Chicago, Illinois

60604, may be deemed to have beneficial ownership of the 1,459,458 shares of Akers Common Stock, which consists of (i) 729,729

shares of Akers common stock and (ii) 729,729 shares of Akers common stock issuable upon exercise of a warrant held by Intracoastal.

The shares exclude 195 shares of Akers common stock issuable upon exercise of a second warrant held by Intracoastal because

such shares are subject to a 4.99% blocker.

Without such 4.99% blocker, each of Intracoastal, Mr.

Kopin and Mr.

be deemed to have beneficial ownership of 1,459,653 shares of Akers common stock.

information is based on a Schedule 13G filed with the SEC on February 18, 2021 by Mainfield

Enterprises Inc.

(“Mainfield”).

The Schedule 13G reports shared voting power

for 1,081,081 shares of Akers common stock and shared dispositive power for 1,081,081

shares of Akers common stock.

The Akers common stock is held directly by Mainfield, which

is wholly-owned by Trumano International Inc.

(“Trumano”), which is party

to an investment management agreement with Enright Holding Corp.

(“Enright”).

Enright is party to an advisory agreement with Mercury Advisory Limited (“Mercury”),

Eli Gabso exercises investment discretion of the shares of Akers common stock

on behalf of Mercury.

The principal business address of Mainfield, Trumano and Enright

is c/o Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited, Tortola Pier Park, Building

1, Second Floor, Wickhams Cay I, Tortola VG1110, Tortola, British Virgin Islands.

principal business address of Mercury and Mr.

Gabso is c/o Sage Capital Global Limited,

9 th Floor, Berkeley Square House, Berkeley Square W1J6BR, London, UK.

shares exclude 1,081,081 shares of Akers common stock issuable upon exercise of a warrant

held by Mainfield because such shares are subject to a 4.99% blocker.

Without such 4.99%

blocker, each of Mainfield, Trumano, Enright, Mercury and Mr.

Gabso may be deemed to

have beneficial ownership of 2,162,162 shares of Akers common stock.

March 29, 2019, the Compensation Committee of the Board granted to each of Mr.

Schreiber, Mr.

White and Mr.

Silverman 5,201

RSUs, which vested on January 1, 2020, for services as directors of our company.

September 11, 2020, the Board granted to Mr.

Schreiber 263,500 RSUs, each of Mr.

Silverman and Mr.

White 219,000 RSUs, and

Schroeder 87,860 RSUs under the 2018 Plan.

connection with his appointment as our Chief Executive Officer and interim Chief Financial Officer, Akers and Mr.

Yeaton entered

into an employment agreement, dated October 5, 2018 which terminated on December 31, 2019.

Effective on January 1, 2020, Mr.

Yeaton entered into a new agreement with Akers whereby he served as the interim Chief Financial Officer.

Pursuant to a mutual

understanding between Akers and Mr.

Yeaton’s employment as interim Chief Financial Officer ceased as of

August 19, 2020.

of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise of

all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable

or exercisable within 60 days of March 24, 2022, except as otherwise noted.

Shares issuable pursuant to the exercise of stock options

and other securities convertible into common stock exercisable within 60 days are deemed outstanding and held by the holder of such

options or other securities for computing the percentage of outstanding common stock beneficially owned by such person but are not

deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.

Percentage of

common stock ownership is based on 36,058,245 shares of common stock issued and outstanding as of March 24, 2022.

Shares of Series D Convertible Preferred Stock beneficially owned and convertible

into common stock and the respective percentages of beneficial ownership of Series D Convertible Preferred Stock assume the exercise of

all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable

within 60 days of March 24, 2022, except as otherwise noted.

Shares issuable pursuant to the exercise of stock options and other securities

convertible into common stock exercisable within 60 days are deemed outstanding and held by the holder of such options or other securities

for computing the percentage of outstanding common stock beneficially owned by such person but are not deemed outstanding for computing

the percentage of outstanding common stock beneficially owned by any other person.

Percentage of Series D Preferred Stock ownership

is based on 72,992 shares of Series D Preferred Stock issued and outstanding as of March 24, 2022.

information is based on a Schedule 13G/A filed with the SEC on February 22, 2022 by

Iroquois Capital Management, LLC (“Iroquois Capital”) and on information available

to the Company.

The principal business office is 125 Park Avenue, 25 th Floor,

New York, NY 10017.

Iroquois Capital is the investment advisor for Iroquois Master Fund,

As directors of IMF, Kimberly Page and Richard Abbe make voting

and investment decisions on behalf of IMF.

As a result of the foregoing, Ms.

Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the

Securities Exchange Act of 1934, as amended) of the securities held by Iroquois Capital and

The shares included in the table report the number of shares that would be issuable

giving effect to the 9.99% beneficial ownership blocker included in the Pre-Funded Warrants

and the warrants.

The percentage included in the table gives effect to the 9.99% beneficial

ownership blocker included in the Pre-Funded Warrants and warrants.

IMF owns 260,366 shares of MyMD common

stock, Pre-Funded Warrants to purchase 385,135 shares of MyMD common stock issued in connection with the MyMD Private

Placement and warrants to purchase 773,164 shares of MyMD common stock.

Abbe has voting control and investment discretion

over securities held by Iroquois Capital Investment Group LLC (“ICIG”).

Abbe may be deemed to be the beneficial

owner (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by ICIG.

1,918,242 shares of common stock, Pre-Funded Warrants to purchase 135,135 shares of MyMD common stock issued in

connection with the MyMD Private Placement and warrants to purchase 274,610 shares of MyMD common stock.

information is based on a Schedule 13D filed with the SEC on April 16, 2021 by Caroline Williams,

Individually and as Trustee of the Starwood Trust (“Trust”).

The Schedule 13D

reports shared voting power for 3,747,210 shares of MyMD common stock and shared dispositive

power for 3,747,210 shares of MyMD common stock.

The MyMD common stock is held directly by

As trustee of the Trust, Ms.

Williams makes voting and investment decisions on

behalf of the Trust.

As a result of the foregoing, Ms.

Williams may be deemed to have beneficial

ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended)

of the securities held by The Starwood Trust.

The principal business address of The Starwood

Trust is 324 South Hyde Park Avenue, Suite 350, Tampa, Florida 33606.

The Trust owns 2,471,479

shares of MyMD common stock and options to purchase 1,275,731 shares of MyMD common stock.

Williams individually owns 1,272,972 shares of MyMD common stock as such is deemed to have beneficial ownership.

March 23, 2020, Premas Biotech PVT., Ltd received 103,782 shares of MyMD common stock and 72,992 shares of MyMD Series D Convertible

Preferred Stock as partial compensation for their rights to Cystron.

Prabuddha Kundu has sole voting and dispositive

power over the securities held for this account.

(i) 15,000 shares of common stock by Mr.

Silverman and (ii) 73,776 restricted stock unit (“RSU”) awards to Mr.

that are vested or scheduled to vest within 60 days of the Record Date.

73,776 RSU awards to Mr.

White that are vested or scheduled to vest within 60 days of the Record Date.

Eagle individually owns 482,375 common stock options which vested immediately upon grant and expire April 16, 2023.

Represents 115,770 shares of common stock issuable upon

the exercise of options held by Mr.

Uzonwanne exercisable within 60 days of the Record Date.

Represents 88,238 RSU awards to Mr.

Schreiber that are

vested or scheduled to vest within 60 days of the Record Date.

Chapman individually owns 289,425 common stock options which vested immediately upon grant and expire on April 23, 2023.

Kaplin individually owns 154,360 common stock options which options vested immediately upon grant and expire April 16, 2023.

Rivard individually owns 15,000 shares of MyMD common stock and 77,180

common stock options which fully vested upon grant and expire on April 16, 2023.

The Paul & Jennifer Rivard Revocable Living Trust

(the “Rivard Trust”) owns 77,180 common stock options which fully vested upon grant and expire on April 16, 2023.

makes voting and investment decisions on behalf of the Rivard Trust.

As a result of the foregoing, Mr.

Rivard may be deemed to have beneficial

ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of securities held by the Rivard Trust.

Certain Relationships and Related Transactions, and Director Independence.

with related persons are governed by our Code of Ethics, which applies to all of our associates, as well as each of our directors

and certain persons performing services for us.

This code covers a wide range of potential activities, including, among others,

conflicts of interest, self-dealing and related party transactions.

Transactions with related

persons are governed by our Code of Business Ethics and Conduct, which applies to all of our associates, as well as each

of our directors and certain persons performing services for us.

This code covers a wide range of potential activities, including, among

others, conflicts of interest, self-dealing and related party transactions.

Waiver of the policies set forth in this code will only be

permitted when circumstances warrant.

Such waivers for directors and executive officers, or that provide a benefit to a director

or executive officer, may be made only by the Board, as a whole, or the Audit Committee and must be promptly disclosed as required

by applicable law or regulation.

Absent such a review and approval process in conformity with the applicable guidelines relating

to the particular transaction under consideration, such arrangements are not permitted.

than as described below, compensation and employment agreements, and other arrangements which are described under “Item

Executive Compensation”

herein, since January 1, 2019, there has not been, and there is not currently proposed, any

transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded the lesser

of $120,000 or the average of our total assets at year-end for the last two completed fiscal years and in which any director,

executive officers, holder of 5% or more of any class of our capital stock, or any member of their immediate family had or will

have a direct or indirect material interest.

In connection with the

Private Placement, Iroquois Master Fund Ltd.

(“IMF”), and its affiliate, Iroquois Capital Investment Group, LLC (“ICIG”),

received an aggregate of 1,040,540 shares of Akers common stock, 1,040,540 Pre-Funded Warrants and 2,081,080 Investor Warrants

and Intracoastal Capital, LLC received 729,729 shares of Akers common stock, and 729,729 Investor Warrants, and Mainfield Enterprises

(“Mainfield”) received 1,081,081 shares of Akers common stock, and 1,081,081 Investor Warrants.

each of IMF, ICIG and Mainfield entered into a lock-up and support agreement with Akers, pursuant to which such

investors agreed, from the date of the lock-up and support agreement until May 31, 2021, to vote such investors’

of Akers common stock in favor of each matter proposed and recommended for approval by the Board or management at every stockholders’

For more information on the Private Placement, please see “Item 7.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations—Recent Developments—Private Placement”

included in this Annual

Report on Form 10-K.

Such waivers for directors and executive officers, or that provide a benefit to a director or executive

officer, may be made only by the Board, as a whole, or the Audit Committee and must be promptly disclosed as required by applicable law

or regulation.

Absent such a review and approval process in conformity with the applicable guidelines relating to the particular transaction

under consideration, such arrangements are not permitted.

All related party transactions for which disclosure is required to be provided

herein were approved in accordance with our Code of Business Ethics and Conduct and Whistleblower Policy.

than compensation agreements, and other arrangements which are described under “Item 11.

Executive Compensation” herein,

since January 1, 2020, there has not been, and there is not currently proposed, any transaction or series of similar transactions

to which we were or will be a party in which the amount involved exceeded or will exceed the lesser of $120,000 or the average

of our total assets at year-end for the last two completed fiscal years and in which any director, executive officer, holder of 5% or

more of any class of our capital stock, or any member of their immediate family had or will have a direct or indirect material interest.

November 11, 2020, the Company entered into a Securities Purchase Agreement (the “Private Placement SPA”) with certain institutional

and accredited investors (the “SPA Purchasers”), including Iroquois Master Fund Ltd.

(“IMF”) and its affiliate,

Iroquois Capital Investment Group, LLC (“ICIG”) Intracoastal Capital, LLC (“Intracoastal” and Mainfield Enterprises

(“Mainfield”), pursuant to which the Company agreed to issue and sell to the SPA Purchasers certain securities in a

private placement (the “Private Placement”).

In connection with the Private Placement, IMF and ICIG received an aggregate

of 1,040,540 shares (520,270 after giving effect to the Reverse Split) of the Company’s common stock, 1,040,540 Pre-Funded Warrants

(520,270 after giving effect to the Reverse Split) and 2,081,020 Investor Warrants (1,040,510 after giving effect to the Reverse Split);

Intracoastal received 729,729 shares (364,865 after giving effect to the Reverse Split) of the Company’s common stock, and 729,729

Investor Warrants (364,865 after giving effect to the Reverse Split), and Mainfield received 1,081,081 shares (540,541 after giving effect

to the Reverse Split) of the Company’s common stock, and 1,081,081 Investor Warrants (540,541 after giving effect to the Reverse

Related Party Transactions of MyMD Florida

On November 11, 2020, in connection

with the merger (the “Merger”) by and between XYZ Merger Sub Inc., a Florida corporation and wholly owned subsidiary of the

Company, and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation formerly known as MyMD Pharmaceuticals, Inc.

(“MyMD Florida”),

MyMD Florida entered into the Supera Asset Purchase Agreement, pursuant to which MyMD Florida agreed to acquire from Supera substantially

all of the assets (including all rights to Supera-1R) and certain obligations of Supera in consideration of the issuance to Supera of

an aggregate of 33,937,909 shares of MyMD Florida common stock.

(After giving effect to the Exchange Ratio and the Reverse Split, such

shares of MyMD Florida common stock are equivalent to 13,096,639 shares of the Company’s common stock.) Supera is owned principally

by The Starwood Trust, a trust for which MyMD Florida’s founder Jonnie R.

Williams, Sr.

was the settlor/grantor;

not have voting or investment power of the MyMD Florida shares held by the trust.

Supera is a Florida corporation that was incorporated

in September 2018 by Mr.

Williams and The Starwood Trust to develop and commercialize Supera-1R, and in December 2018, Mr.

Williams assigned

his rights and intellectual property relating to Supera-1R to Supera.

As partial consideration for such assignment, Supera has granted

to SRQ Patent Holdings II, a royalty with respect to product sales and other consideration arising from the assigned intellectual property.

On November 11, 2020, Supera

entered into an Amended and Restated Confirmatory Patent Assignment and Royalty Agreement, with SRQ Patent Holdings II under which Supera

(or its successor) is obligated to pay to 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 Supera by Mr.

is equal to 8% of the net sales price on products sales and, without duplication, 8% of milestone revenue or sublicense compensation.

This agreement was assumed by MyMD Florida in connection with the Supera Purchase and remained in place following the Merger.

Holdings II is an affiliate of Mr.

On November 11, 2020 MyMD

Florida entered into an Amended and Restated Confirmatory Patent Assignment and Royalty Agreement with SRQ Patent Holdings under which

MyMD Florida (or its successor) would be obligated to pay to SRQ Patent Holdings (or other 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 Florida

by SRQ Patent Holdings.

The royalty is equal to 8% of the net sales price on product sales and, without duplication, 8% of milestone

revenue or sublicense compensation.

This agreement remained in place following the Merger.

SRQ Patent Holdings is an affiliate of Mr.

On November 11, 2020, MyMD

Florida, The Starwood Trust and Mr.

Williams agreed to cancel options to purchase an aggregate of 31,300,000 of MyMD Florida common stock

and terminate the underlying stock option award agreements.

After giving effect to the Exchange Ratio and the Reverse Split, such options

to purchase MyMD Florida common stock are equivalent to options to purchase 12,078,670 shares of the Company’s common stock.

Upon the completion of the

Merger, all amounts due and owing with respect to the line of credit established between MyMD Florida and The Starwood Trust were paid

The Starwood Trust is a trust for which Mr.

Williams was the settlor/grantor;

Williams did not have voting or investment

power of the MyMD Florida shares held by the trust.

Principal Accounting Fees and Services.

1 unchanged sentence

All Other Fees

This category includes the audit of our annual consolidated financial statements, reviews of our financial statements

included in our Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection

with its engagements for those years.

This category includes the audit of our annual consolidated financial statements, reviews of our financial statements included

in our Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection with its

engagements for those years.

Audit-Related

This category consists of assurance and related services by our independent registered public accounting firm that are

reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit

This category consists of assurance and related services by our independent registered public accounting firm that are reasonably

related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

The services for the fees disclosed under this category include consents regarding equity issuances.

This category typically consists of professional services rendered by our independent registered public accounting firm

for tax compliance and tax advice.

This category typically consists of professional services rendered by our independent registered public accounting firm for

tax compliance and tax advice.

This category includes aggregate fees billed in each of the last two fiscal years for products and services provided

1 unchanged sentence

Policies and Procedures

the Audit Committee’s pre-approval policies and procedures, the Audit Committee is required to pre-approve all fees paid

to, and all services performed by, our independent registered public accounting firm.

At the beginning of each year, the Audit

Committee pre-approves the proposed services, including the nature, type and scope of services contemplated and the related fees

to be rendered by our independent registered public accounting firm during the year.

In addition, Audit Committee pre-approval

is also required for those engagements that may arise during the course of the year that are outside the scope of the initial

services and fees pre-approved by the Audit Committee.

the Audit Committee’s pre-approval policies and procedures, the Audit Committee is required to pre-approve all fees paid to, and

all services performed by, our independent registered public accounting firm.

At the beginning of each year, the Audit Committee pre-approves

the proposed services, including the nature, type and scope of services contemplated and the related fees to be rendered by our independent

registered public accounting firm during the year.

In addition, Audit Committee pre-approval is also required for those engagements that

may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee.

of the services rendered by Morison Cogen LLP in 2021 were pre-approved by the Audit Committee.

1 unchanged sentence

The following documents are filed as part of this Annual Report on Form 10-K:

of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm (PCAOB ID No:

Report of Independent Registered Public Accounting Firm (PCAOB

Balance Sheets

Statements of Comprehensive Loss

Statements of Changes in Shareholders’

Statements of Changes in Shareholders’ Equity

Statements of Cash Flows

2 unchanged sentences

statements or notes thereto.

“Index to Exhibits”

for a description of our exhibits.

“Index to Exhibits” for a description of our exhibits.

Form 10-K Summary.

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 by reference to Exhibit 2.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

& Restated Certificate of Incorporation dated March 7, 2002 (incorporated herein by reference to Exhibit 3.1 to Akers

Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7,

of Amendment to Certificate of Incorporation dated May 31, 2005 (incorporated herein by reference to Exhibit 3.2 to Akers

Biosciences, Inc.’s Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission on October

of Amendment to Certificate of Incorporation dated December 20, 2006 (incorporated herein by reference to Exhibit 3.3 to Akers

Biosciences, Inc.’s Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission on October

to Certificate of Incorporation of Akers Biosciences, Inc., dated June 2, 2008 (incorporated herein by reference to Exhibit

3.2 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission

on August 7, 2013).

to Certificate of Incorporation of Akers Biosciences, Inc., dated January 22, 2013 (incorporated

herein by reference to Exhibit 3.4 to Akers Biosciences, Inc.’s Registration Statement

on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

of Amendment to Certificate of Incorporation of Akers Biosciences, Inc., dated November

7, 2018 (incorporated herein by reference to Exhibit 3.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on November

of Amendment to Certificate of Incorporation of Akers Biosciences, Inc., dated November 15, 2019 (incorporated herein by reference

to Exhibit 3.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on November 29, 2019).

of Amendment to Certificate of Incorporation of Akers Biosciences, Inc., dated November 22, 2019 (incorporated herein by reference

to Exhibit 3.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on November 29, 2019).

of Amendment to the Certificate of Incorporation of Akers Biosciences, Inc., dated January 3, 2020 (incorporated herein by

reference to Exhibit 3.1 to Akers Biosciences, Inc’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on January 6, 2020)

of Amendment to the Certificate of Incorporation of Akers Biosciences, Inc., dated October

12, 2020 (incorporated herein by reference to Exhibit 3.13 to Akers Biosciences, Inc.’s

Amendment to Annual Report on Form 10-K/A filed with the Securities and Exchange Commission

on October 21, 2020).

to Certificate of Incorporation, Certificate of Designation of Series A Preferred Stock of Akers Biosciences, Inc., dated

September 21, 2012 (incorporated herein by reference to Exhibit 3.3 to Akers Biosciences, Inc.’s Registration Statement

on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

of Amendment to the Certificate of Incorporation, Certificate of Designation of Series B Convertible Preferred Stock of Akers

Biosciences, Inc., dated December 19, 2017 (incorporated herein by reference to Exhibit 3.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2017).

of Designation of Series C Convertible Preferred Stock of Akers Biosciences, Inc., dated December 9, 2019 (incorporated herein

by reference to Exhibit 3.10 to Akers Biosciences, Inc.’s Annual Report on Form 10-K, filed with the Securities and

Exchange Commission on March 25, 2020).

of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock of Akers Biosciences, Inc.,

dated March 24, 2020 (incorporated herein by reference to Exhibit 3.1 to Akers Biosciences, Inc.’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

of Designations of Series E Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 3.1 to Akers

Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2020).

and Restated Bylaws of Akers Biosciences, Inc.

dated July 21, 2020 (incorporated herein by reference to Exhibit 3.1 to Akers

Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2020).

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 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).

Amendment No.

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)

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).

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).

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).

of Securities

of Voting Agreement, by and between Akers Biosciences, Inc.

and the directors, officers and certain specified stockholders

of MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 2.2 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

of Voting Agreement, by and between MYMD Pharmaceuticals, Inc.

and the directors, officers and certain stockholders of Akers

Biosciences, Inc.

(incorporated herein by reference to Exhibit 2.3 to Akers Biosciences, Inc.’s Current Report on Form

8-K filed with the Securities and Exchange Commission on November 12, 2020)

of Underwriters’

Warrant (incorporated by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Registration Statement

on Form S-1 filed with the Securities Exchange Commission on November 18, 2013).

of Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K

filed with the Securities and Exchange Commission on January 10, 2017).

of Purchaser Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.2 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

of Purchaser Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on October 13, 2017).

of Underwriter’s Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 2017).

of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.7 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1 filed with the Securities and Exchange Commission on December 15, 2017).

of Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K

filed with the Securities and Exchange Commission on October 31, 2018).

of Series C Convertible Preferred Stock Warrant Certificate (incorporated herein by reference to Exhibit 4.9 to Akers Biosciences,

Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

of Pre-Funded Warrant Certificate (incorporated herein by reference to Exhibit 4.10 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

of Placement Agent Warrant Certificate (incorporated herein by reference to Exhibit 4.11 to Akers Biosciences, Inc.’s

of Underwriters’ Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on

Form S-1 filed with the Securities Exchange Commission on November 18, 2013).

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 January 10, 2017).

of Purchaser 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 April 5, 2017).

of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form

8-K filed with the Securities and Exchange Commission on April 5, 2017).

of Purchaser 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 October 13, 2017).

of Underwriter’s Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement

on Form S-1 filed with the Securities and Exchange Commission on December 15, 2017).

of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.7 to the Company’s Registration Statement

on Form S-1 filed with the Securities and Exchange Commission on December 15, 2017).

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 October 31, 2018).

of Series C Convertible Preferred Stock Warrant Certificate (incorporated herein by reference to Exhibit 4.9 to the Company’s

Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on April 8, 2020).

of Placement Agent Warrant (incorporated herein by references to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on May 15, 2020).

of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on August 13, 2020).

of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on November 18, 2020).

of Pre-Funded Warrant Certificate (incorporated herein by reference to Exhibit 4.10 to the Company’s Registration Statement

on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

Form of Placement Agent Warrant Certificate.

of Placement Agent 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 April 8, 2020).

of Placement Agent Warrant (incorporated herein by references to Exhibit 4.1 to the Company’s Current Report on Form

8-K filed with the Securities and Exchange Commission on May 15, 2020).

of Placement Agent 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 August 13, 2020).

of Placement Agent 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 November 18, 2020).

Agreement dated as of September 9, 2020 between Akers Biosciences, Inc.

and VStock Transfer, LLC as Rights Agent (incorporated

herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on September 9, 2020).

and VStock Transfer, LLC as Rights Agent (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 September 9, 2020).

Amendment No.

1 to Rights Agreement, dated as of March 18, 2021, by and between Akers Biosciences, Inc.

and VStock Transfer, LLC, as Rights Agent (incorporated herein by reference to Exhibit 4.19 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

of Pre-Funded Warrant.

of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 4.1 to Akers Biosciences, Inc.’s

(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 November 12, 2020).

1 unchanged sentence

of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 4.2 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

License and Supply Agreement by and between Akers Biosciences, Inc.

and Chubeworkx Guernsey Limited (as successor to Sono

International Limited) (“Chubeworkx”), (EN)10 (Guernsey) Limited (formerly BreathScan International (Guernsey)

Limited) and (EN)10 Limited (formerly BreathScan International Limited), dated June 12, 2013 (incorporated herein by reference

to Exhibit 10.4 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on August 7, 2013).

Purchase Agreement by and between Akers Biosciences, Inc.

and Chubeworkx, dated June 12, 2013 (incorporated herein by reference

to Exhibit 10.5 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on August 7, 2013).

Agreement by and between Akers Biosciences, Inc.

and Chubeworkx, dated June 12, 2013 (incorporated herein by reference to

Exhibit 10.7 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on August 7, 2013).

Agreement by and between Akers Biosciences, Inc.

and Thomas J.

Knox, dated September 14, 2012(incorporated herein by reference

to Exhibit 10.8 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on August 7, 2013).

Note entered into by Thomas J Knox issued in favor of Akers Biosciences, Inc., dated September 14, 2012 (incorporated herein

by reference to Exhibit 10.9 to Akers Biosciences, Inc.’s Registration Statement on Form S-1 filed with the Securities

and Exchange Commission on August 7, 2013).

and Supply Agreement by and among Akers Biosciences, Inc., Sono International Limited (“SIL”), BreathScan International

(Guersney) Limited and BreathScan International Limited, dated June 19, 2012 (incorporated herein by reference to Exhibit

10.10 to Akers Biosciences, Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission

on October 8, 2013).

Agreement by and among Akers Biosciences, Inc.

and Fisher Healthcare, and Amendment thereto, dated June 15, 2010 and May 1,

2012, respectively.

(incorporated herein by reference to Exhibit 10.11 to Akers Biosciences, Inc.’s Registration Statement

(incorporated herein by reference to Exhibit 4.2 to the Company’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

License and Supply Agreement by and between the Company and Chubeworkx Guernsey Limited (as successor to Sono International

Limited) (“Chubeworkx”), (EN)10 (Guernsey) Limited (formerly BreathScan International (Guernsey) Limited) and (EN)10

Limited (formerly BreathScan International Limited), dated June 12, 2013 (incorporated herein by reference to Exhibit 10.4 to the

Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Purchase Agreement by and between the Company and Chubeworkx, dated June 12, 2013 (incorporated herein by reference to Exhibit

10.5 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August

Agreement by and between the Company and Chubeworkx, dated June 12, 2013 (incorporated herein by reference to Exhibit 10.7

to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2013).

Agreement by and between the Company and Thomas J.

Knox, dated September 14, 2012(incorporated herein by reference to Exhibit

10.8 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August

Note entered into by Thomas J Knox issued in favor of the Company, dated September 14, 2012 (incorporated herein by reference

to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission

on August 7, 2013).

and Supply Agreement by and among the Company, Sono International Limited (“SIL”), BreathScan International (Guersney)

Limited and BreathScan International Limited, dated June 19, 2012 (incorporated herein by reference to Exhibit 10.10 to the

Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 8, 2013).

Agreement by and among the Company and Fisher Healthcare, and Amendment thereto, dated June 15, 2010 and May 1, 2012, respectively.

(incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A filed with

the Securities and Exchange Commission on October 8, 2013).

Brand Distribution Agreement by and among the Company and Cardinal Health 2000, and Amendment thereto, dated May 1, 2007 and

June 1, 2008, respectively.

(incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement

on Form S-1/A filed with the Securities and Exchange Commission on October 8, 2013).

Brand Distribution Agreement by and among Akers Biosciences, Inc.

and Cardinal Health 2000, and Amendment thereto, dated May

1, 2007 and June 1, 2008, respectively.

(incorporated herein by reference to Exhibit 10.12 to Akers Biosciences, Inc.’s

Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 8, 2013).

Incentive Stock and Award Plan (incorporated herein by reference to Exhibit 10.14 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Nonqualified Stock Option Agreement (Non-Employee) (incorporated herein by reference to Exhibit 10.15 to Akers Biosciences,

Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Nonqualified Stock Option Agreement (Employee) (incorporated herein by reference to Exhibit 10.16 to Akers Biosciences,

Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.17 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Incentive Stock Option (incorporated herein by reference to Exhibit 10.18 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Agreement, dated December 3, 2013, by and between Akers Biosciences, Inc.

Thomas Knox (incorporated herein by reference

to Exhibit 10.19 to Akers Biosciences, Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange

Commission on December 6, 2013).

Venture Agreement, dated October 24, 2014, by and between Akers Biosciences, Inc., Hainan Savy Investment Management Ltd,

and Thomas Knox (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form

8-K filed with the Securities and Exchange Commission on October 29, 2014).

and Restated 2013 Incentive Stock and Award Plan of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 10.1

to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January

of Lock Up Agreement of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2015).

Agreement between Akers Biosciences, Inc.

Incentive Stock and Award Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement

on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Nonqualified Stock Option Agreement (Non-Employee) (incorporated herein by reference to Exhibit 10.15 to the Company’s

Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Nonqualified Stock Option Agreement (Employee) (incorporated herein by reference to Exhibit 10.16 to the Company’s

Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement

on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

of Incentive Stock Option (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement

on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Agreement, dated December 3, 2013, by and between the Company and Mr.

Thomas Knox (incorporated herein by reference to Exhibit

10.19 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December

Venture Agreement, dated October 24, 2014, by and between the Company, Hainan Savy Investment Management Ltd, and Thomas Knox

(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 October 29, 2014).

and Restated 2013 Incentive Stock and Award Plan of the Company (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 January 9, 2015).

of Lock Up Agreement of the Company (incorporated herein by reference to Exhibit 10.2 to the Company’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2015).

Agreement between the Company and John J.

Gormally, dated December 1, 2015.

(incorporated herein by reference

to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on December 3, 2015).

Amendment to the Amended and Restated 2013 Incentive Stock and Award Plan of Akers Biosciences, Inc.

(incorporated by referenced

to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission

(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 December 3, 2015).

Amendment to the Amended and Restated 2013 Incentive Stock and Award Plan of the Company (incorporated by referenced to Exhibit

10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016).

of Placement Agency Agreement, dated March 30, 2017, by and between the Company and Joseph Gunnar and Co., LLC (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 April 5, 2017).

of Securities Purchase Agreement, dated March 30, 2017, by and between the Company and various purchasers.

(incorporated herein

by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on April 5, 2017).

Registration Rights Agreement, dated March 30, 2017, by and between the Company and various purchasers (incorporated herein

by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on April 5, 2017).

Company 2017 Equity Incentive Plan (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 August 11, 2017).

Warrant Exercise Agreement, dated October 12, 2017 by and between the Company and various holders (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 October 13, 2017).

of Placement Agency Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc.

and Joseph Gunnar and Co., LLC

(incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on April 5, 2017).

of Securities Purchase Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc.

and various purchasers.

(incorporated

herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on April 5, 2017).

Registration Rights Agreement, dated March 30, 2017, by and between Akers Biosciences, Inc.

and various purchasers (incorporated

herein by reference to Exhibit 10.3 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on April 5, 2017).

Biosciences, Inc.

2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2017).

Warrant Exercise Agreement, dated October 12, 2017 by and between Akers Biosciences, Inc.

and various holders (incorporated

herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on October 13, 2017).

of Resignation Agreement of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 10.1 to Akers Biosciences,

Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2018).

of Employment to Howard R.

Yeaton, dated October 5, 2018 (incorporated herein by reference to Exhibit 10.2 to Akers Biosciences,

Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2018).

of Securities Purchase Agreement, dated October 31, 2018, by and among Akers Biosciences, Inc.

and the investors signatory

thereto (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on October 31, 2018).

Biosciences, Inc.

2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2018).

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.29 to Akers Biosciences, Inc.’s Registration

Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

of Employment to Howard R.

Yeaton, dated January 6, 2020 (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences,

Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2020).

of Resignation Agreement of the Company (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 October 11, 2018).

of Securities Purchase Agreement, dated October 31, 2018, by and among the Company and the investors signatory thereto (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 October 31, 2018).

Company 2018 Equity Incentive Plan (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 December 7, 2018).

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement

on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

of Employment to Christopher C.

Schreiber, dated January 31, 2020 (incorporated herein by reference to Exhibit 10.1 to Akers

Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2020).

Interest Purchase Agreement, dated as of March 23, 2020, by and among the members of Cystron Biotech, LLC and Akers Biosciences,

(incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on March 24, 2020).

Agreement, dated as of March 23, 2020, by and among Akers Biosciences, Inc.

and certain of its stockholders (incorporated

herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on March 24, 2020).

Rights Agreement, dated as of March 23, 2020, by and among certain members of Cystron Biotech, LLC and Akers Biosciences,

(incorporated herein by reference to Exhibit 10.3 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on March 24, 2020).

and Restated License and Development Agreement by and among Premas Biotech PVT Ltd and Cystron Biotech, LLC (incorporated

herein by reference to Exhibit 10.4 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

Schreiber, dated January 31, 2020 (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 January 31, 2020).

Interest Purchase Agreement, dated as of March 23, 2020, by and among the members of Cystron Biotech, LLC and the Company

(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 24, 2020).

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2020).

No.1 to the Membership Interest Purchase Agreement, dated May 14, 2020 (incorporated herein by reference to Akers Biosciences,

Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020).

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2020).

Consulting Agreement, dated as of July 21, 2020, between Akers Biosciences, Inc.

and Brio Financial Group (incorporated herein

by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on July 22, 2020).

Agreement and General, Release, dated as of August 3, 2020, by and among Akers Biosciences, Inc.

and ChubeWorkx Guernsey Limited

(incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on August 07, 2020).

and Support Agreement, dated as of August 3, 2020, by and among Akers Biosciences, Inc.

and ChubeWorkx Guernsey Limited (incorporated

herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on August 07, 2020).

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2020).

Biosciences, Inc.

2018 Plan Amendment (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2020).

of Lock-Up/Leak-Out Agreement (incorporated herein by reference to Exhibit 10.1 to Akers Biosciences, Inc.’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

Secured Promissory Note, dated November 11, 2020, by and between Akers Biosciences, Inc.

and MYMD Pharmaceuticals, Inc.

Agreement, dated as of March 23, 2020, by and among the Company and certain of its stockholders (incorporated herein by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March

Rights Agreement, dated as of March 23, 2020, by and among certain members of Cystron Biotech, LLC and the Company (incorporated

herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on March 24, 2020).

and Restated License and Development Agreement by and among Premas Biotech PVT Ltd and Cystron Biotech, LLC (incorporated herein

by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on March 24, 2020).

of Securities Purchase Agreement (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 April 8, 2020).

No.1 to the Membership Interest Purchase Agreement, dated May 14, 2020 (incorporated herein by reference to the Company’s

Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020).

of Securities Purchase Agreement (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 May 15, 2020).

Consulting Agreement, dated as of July 21, 2020, between the Company and Brio Financial Group (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 July 22, 2020).

Agreement and General, Release, dated as of August 3, 2020, by and among the Company and ChubeWorkx Guernsey Limited (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 August 07, 2020).

and Support Agreement, dated as of August 3, 2020, by and among the Company and ChubeWorkx Guernsey Limited (incorporated

herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on August 07, 2020).

of Securities Purchase Agreement (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 August 13, 2020).

Company 2018 Plan Amendment (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 August 28, 2020).

of Lock-Up/Leak-Out Agreement (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 November 12, 2020).

Secured Promissory Note, dated November 11, 2020, by and between the Company and MYMD Pharmaceuticals, Inc.

(incorporated

herein by reference to Exhibit 10.2 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on November 12, 2020).

of Securities Purchase Agreement, dated November 11, 2020, by and between Akers Biosciences, Inc.

and purchasers named therein

(incorporated herein by reference to Exhibit 10.3 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on November 12, 2020).

of Lock-Up and Support Agreement, dated November 11, 2020, by and between Akers Biosciences, Inc.

and its stockholders named

therein (incorporated herein by reference to Exhibit 10.4 to Akers Biosciences, Inc.’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on November 12, 2020).

List of Subsidiaries of Akers Biosciences, Inc.

Consent of Morison Cogen LLP, Independent Registered Public Accounting Firm.

herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on November 12, 2020).

of Securities Purchase Agreement, dated November 11, 2020, by and between the Company and purchasers named therein (incorporated

herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on November 12, 2020).

of Lock-Up and Support Agreement, dated November 11, 2020, by and between the Company and its stockholders named therein (incorporated

herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange

Commission on November 12, 2020).

Contribution and Assignment Agreement, dated March 16, 2021, by and among Akers Biosciences, Inc., Cystron Biotech LLC, and Oravax Medical Inc.

(incorporated herein by reference to Exhibit 10.48 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

Termination and Release Agreement, dated March 16, 2021, by and among Akers Biosciences, Inc., Cystron Biotech LLC, Premas Biotech Pvt.

Ltd., and the other parties signatory thereto (incorporated herein by reference to Exhibit 10.49 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

MyMD Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Form of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Asset Purchase Agreement, dated November 11, 2020, by and between MyMD Pharmaceuticals, Inc.

and Supera Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

MyMD Pharmaceuticals (Florida) Inc.

Second Amendment to Amended and Restated 2016 Stock Incentive Plan, dated July 1, 2019 (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amended and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings II, LLC and Supera Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amended and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings, LLC and MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc., effective December 18, 2020 (incorporated herein by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

1 to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc, dated February 11, 2021 (incorporated herein by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., effective November 1, 2020 (incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

1 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated December 18, 2020 (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

2 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated January 8, 2021 (incorporated herein by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

3 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated February 11, 2021 (incorporated

herein by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange

Commission on May 18, 2021).

Agreement between Paul Rivard and MyMD Pharmaceuticals (Florida), Inc., dated September 21, 2020 (incorporated herein by reference

to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18,

1 to Employment Agreement between Paul Rivard and MyMD Pharmaceuticals (Florida), Inc., dated November 24, 2020 (incorporated

herein by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange

Commission on May 18, 2021).

2 to Employment Agreement between Paul Rivard and MyMD Pharmaceuticals (Florida), Inc., dated December 18, 2020 (incorporated

herein by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange

Commission on May 18, 2021).

4 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated November 24, 2021.

2 to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals, Inc., dated November 24, 2021.

of Subsidiaries of MyMD Pharmaceuticals, Inc.

of Morison Cogen LLP, Independent Registered Public Accounting Firm.

of Cherry Bekaert LP, Independent Registered Public Accounting Firm.

Certification

4 unchanged sentences

of the Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Certification

of the Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

Data Files of Financial Statements and Notes.

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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.

The schedules and exhibits to the Agreement and Plan of Merger and Reorganization have been omitted pursuant to Item 601(b)(2) of Regulation

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

accordance with Section 13 or 15(d) 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.

BIOSCIENCES, INC.

accordance with Section 13 or 15(d) 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.

PHARMACEUTICALS, INC.

March 31, 2022

Christopher C.

and Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

/s/ Christopher C.

President, Chief Executive Officer and Director

March 1, 2021

Chapman, M.D.

and Chief Medical Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Christopher C.

(Principal Executive Officer)

/s/ Ian Rhodes

Interim Chief Financial Officer

March 1, 2021

(Principal Financial Officer and Principal Accounting Officer)

/s/ Joshua Silverman

Chairman of the Board

March 1, 2021

Chief Medical Officer and Director

Chapman, M.D.

Executive Officer)

Chief Financial Officer

Financial Officer and Principal Accounting Officer)

Joshua Silverman

March 1, 2021

/s/ Robert C.

March 1, 2021

Christopher C.

Jude Uzonwanne

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Balance Sheets F-3

of Independent Registered Public Accounting Firm (PCAOB ID No:

Report of Independent Registered Public Accounting Firm (PCAOB ID No:

Balance Sheets

Statements of Comprehensive Loss

Statements of Changes in Shareholders’

Statements of Changes in Shareholders’ Equity

Statements of Cash Flows

1 unchanged sentence

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Akers

Biosciences, Inc.

the Board of Directors and Stockholders of

Pharmaceuticals, Inc.

and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Akers Biosciences, Inc.

and Subsidiaries (the Company) as of December 31, 2020 and 2019, and the related consolidated

statements of comprehensive loss, changes in shareholders’

equity, and cash flows for each of the two years in the period

ended December 31, 2020, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020 and 2019, and the results of their operations and their cash flows for each of the two years in the period ended December

31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we

are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an

opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such

Our audits included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated

below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical

audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,

by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts

on the Financial Statements

have audited the accompanying consolidated balance sheet of MyMD Pharmaceuticals, Inc.

and Subsidiaries (the Company) as of December

31, 2021 and the related consolidated statements of comprehensive loss, changes in stockholders’ equity, and cash flows for the

year then ended and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and the

results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted

in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provide a reasonable basis for our opinion.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we

are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts

or disclosures to which it relates.

Going Concern Assessment

As discussed in Note 3 to the consolidated

financial statements, historically, the Company has incurred net losses.

Since its inception, the Company has met its liquidity

requirements principally through the sale of its common stock in public and private placements.

The Company believes that its

current financial resources as of the date of issuance of the consolidated financial statements are sufficient to fund its current

operating budget and contractual obligations as of December 31, 2020 as they fall due in the next twelve-month period, and as

such have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon

the Company’s ability to continue as a going concern.

Concern Assessment

discussed in Note 3 to the consolidated financial statements, historically, the Company has incurred net losses.

Since its inception,

the Company has met its liquidity requirements principally through the sale of its common stock in public and private placements.

Company believes that its current financial resources as of the date of issuance of the consolidated financial statements are sufficient

to fund its current operating budget and contractual obligations as of December 31, 2021 as they fall due in the next twelve-month period,

and as such have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon

the Company’s ability to continue as a going concern.

In making such a determination, management prepared a short-term cash flow

Management used significant assumptions in preparing the short-term cash flow projection, which included operating

costs and financing obligations.

The principal considerations for our determination

that performing procedures relating to the going concern assessment is a critical audit matter are the significant judgments in

management’s plans to fund its operating budget and contractual obligations.

This required a high degree of auditor judgment

and an increased extent of effort when performing audit procedures to evaluate management’s conclusion that it is probable

the Company’s plans will be effectively implemented within twelve months after the date the consolidated financial statements

are issued and will provide the necessary cash flows to fund the Company’s operating budget and contractual obligations.

Addressing the matter involved performing

procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Management used significant assumptions in preparing the short-term cash flow projection, which included operating costs

and financing obligations.

principal considerations for our determination that performing procedures relating to the going concern assessment is a critical audit

matter are the significant judgments in management’s plans to fund its operating budget and contractual obligations.

This required

a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate management’s conclusion

that it is probable the Company’s plans will be effectively implemented within twelve months after the date the consolidated financial

statements are issued and will provide the necessary cash flows to fund the Company’s operating budget and contractual obligations.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included the following:

of the reasonableness of key assumptions and estimates used by the management in the short-term cash flow projection in the

light of its existing operating requirements and plans.

of the reasonableness of management’s plans on the cash flow requirements of the operations.

of the reasonableness of key assumptions and estimates used by the management in the short-term cash flow projection in the light

of its existing operating requirements and plans.

of the reasonableness of management’s plans on the cash flow requirements of the operations.

the completeness, accuracy, and relevance of underlying data in the short-term cash flow projection.

of the adequacy of the Company’s disclosure of these circumstances in the consolidated financial statements.

/s/ Morison Cogen LLP

We have served as the Company’s auditor

Blue Bell, Pennsylvania

March 1, 2021

BIOSCIENCES, INC.

of the adequacy of the Company’s disclosure of these circumstances in the consolidated financial statements.

Morison Cogen LLP

have served as the Company’s auditor since 2010.

Bell, Pennsylvania

of Independent Registered Public Accounting Firm

the Board of Directors and Stockholders of MyMD Pharmaceuticals, Inc and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheet of MyMD Pharmaceuticals, Inc.

and Subsidiaries (the “Company”) as

of December 31, 2020, and the related consolidated statements of comprehensive loss, changes in shareholders’ deficit, and cash

flows for year then ended, and the related notes (collectively, referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and

the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

discussed in Note 3 to the consolidated financial statements, the Company has incurred recurring losses from operations and negative

cash flows from operating activities.

Management’s plans in regard to these matters are also described in Note 3.

Our opinion is

not modified with respect to this matter.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that was communicated or required to be communicated

to the Company’s Audit Committee and that (i) relates to accounts or disclosures that are material to the financial statements

and (ii) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

served as the Company’s auditor from 2020 to 2022.

CHERRY BEKAERT LLP

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

Balance Sheets

Consolidated Balance

31, 2021 and 2020

1 unchanged sentence

Marketable Securities

Other Receivables

Prepaid expenses

assets of discontinued operations

Current Assets

Restricted Cash

assets of discontinued operations

Lease Right-of-Use Asset

in Oravax, Inc.

Non-Current Assets

Trade and Other

liabilities of discontinued operations

Trade and Other Payables

Trade and Other Payables, related

Lease Liability

Current Liabilities

Due to MyMD Florida

Line of Credit Payable–

Related Party, net of discount

Notes Payable

Lease Liability, net of current portion

Non-Current Liabilities

Total Liabilities

Commitments and Contingencies

SHAREHOLDERS’

Preferred Stock,

No par value, 50,000,000 total preferred shares authorized

Series A Convertible Preferred Stock,

10,000,000 shares designated, $0.001 par value and a stated value of $0.0725 per share, 0 shares issued and

outstanding as of December 31, 2020 and December 31, 2019

Series C Convertible Preferred Stock,

1,990,000 shares designated, no par value and a stated value of $4.00 per share, 0 shares issued and outstanding as of December

31, 2020 and December 31, 2019

Series D Convertible Preferred Stock,

211,353 shares designated, no par value and a stated value of $0.01 per share, 72,992 and 0 shares issued and outstanding

as of December 31, 2020 and December 31, 2019

Series E Junior Participating Preferred

Stock, 100,000 shares designated, no par value and a stated value of $0.001 per share, 0 shares issued and outstanding as

of December 31, 2020 and December 31, 2019

SHAREHOLDERS’

EQUITY/(DEFICIT)

Preferred Stock, No par

value, 50,000,000 total preferred shares authorized

Series C Convertible Preferred

Stock, 1,990,000 shares designated, no par value and a stated value of $ 4.00 per share, 0 and 0 shares issued and outstanding as

of December 31, 2021 and 2020

Series D Convertible Preferred

Stock, 211,353 shares designated, no par value and a stated value of $ 0.01 per share, 72,992 and 0 shares issued and outstanding

as of December 31, 2021 and 2020

Series E Junior Participating

Preferred Stock, 100,000 shares designated, no par value and a stated value of $ 0.001 per share, 0 shares issued and outstanding

as of December 31, 2021 and 2020

Preferred stock, value

Common stock, No par value,

shares authorized 17,585,261 and 1,738,837 issued and outstanding as of December 31, 2020 and December 31, 2019

Accumulated Other

Comprehensive Income

500,000,000 shares authorized 37,673,110 and 0 issued and outstanding as of December 31, 2021 and 2020

stock, par $ 0.0001 ,

shares authorized 0

and 28,553,307

issued and outstanding as of December 31, 2021 and 2020

Additional Paid in Capital

( 78,561,568 )

( 48,672,523 )

Shareholders’

Liabilities and Shareholders’

accompanying notes are an integral part to these consolidated financial statements.

BIOSCIENCES, INC.

Shareholders’ Equity/(Deficit)

( 5,257,032 )

Liabilities and Shareholders’ Equity/(Deficit)

accompanying notes are an integral part of these consolidated financial statements

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

2 unchanged sentences

Product Revenue

Product Cost of Sales

Administrative Expenses

Sales and Marketing Expenses

Research and Development Expenses

Litigation Settlement

Accretion of Debt Discount

Amortization of Intangible Assets

Stock Based Compensation

Stock Option Modification

Loss from Operations

(12,285,703 )

Other (Income) Expenses

Loss on Disposal of Non-Current Assets

Foreign Currency Transaction (Gain)

Gain on Fair Market Value Change

of Equity Investments

(Gain) Loss on Investments

Dividend Income

Interest and Dividend Income

Gain on Sales of Marketable

Loss on Marketable Securities

Gain on Debt Forgiveness

Casualty Losses

Total Other Income

Loss Before Income Taxes

(12,152,214 )

Income Tax Benefit

Net Loss from

Continuing Operations

(12,152,214 )

Net Loss from

Discontinued Operations

Loss Before Income Tax

( 29,889,045 )

Other Comprehensive Income (Loss)

Net Unrealized

Gain on Marketable Securities

Total Other Comprehensive

Comprehensive

$ ( 29,889,045 )

$ ( 9,487,824 )

Basic and Diluted

Loss per Common Share from Continuing Operations

Basic and Diluted

Loss per Common Share from Discontinued Operations

Basic and Diluted Loss per Common

Weighted average

basic and diluted common shares outstanding

Basic and Dilutive net loss per common share

Weighted average basic and diluted common shares outstanding

accompanying notes are an integral part to these consolidated financial statements.

BIOSCIENCES, INC.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

Statement of Changes in Shareholders’

Consolidated Statement of Changes in Stockholders’ Equity /(Deficit)

the Years Ended December 31, 2021 and 2020

Comprehensive

Shareholders’

Income/(Loss)

Balance at January 1,

Public offering –

common stock, net of offering costs of $306,222

Public offering –

pre-funded warrants, net of offering costs of $688,005

Issuance of stock

grants to officer

Issuance of common

stock to vendor for services

Exercise of prepaid

equity forward contracts for common stock

Stock-based compensation

restricted stock units

unrealized gain on marketable securities

Balance at December 31, 2019

Exercise of pre-funded

warrants for common stock

Stock-based compensation

restricted stock units

Stock-based compensation

acquisition of license for preferred series “D”

Stock-based compensation

acquisition of license for common stock

Stock-based compensation

shares issued to vendors

Exercise of Series

C Convertible Preferred Warrants for common stock

Exercise of Series

D Convertible Preferred Shares for common stock

Registered direct

offering of common stock, net of offering costs of $513,795

Registered direct

offering of common stock, net of offering costs of $504,281

Registered direct

offering of common stock, net of offering costs of $689,874

Private placement

of common stock, net of offering costs of $1,522,694

Private placement

of pre-funded warrants, net of offering costs of

Share-based compensation

shares issued for litigation settlements

Reclassification

of unrealized gain on marketable securities

December 31, 2020

accompanying notes are an integral part to these consolidated financial statements.

BIOSCIENCES, INC.

at December 31, 2020

$ ( 48,672,523 )

$ ( 5,257,032 )

( 29,889,045 )

merger with Akers Biosciences Inc effective April 16, 2021

of post-merger MyMD Pharmaceutical Inc common shares at an exchange ratio of 0.7718 per pre-merger MyMD common share

( 43,411,487 )

of the terms of 4,188,315 pre-merger MyMD stock options per the terms of the merger agreement

of per-merger MyMD stock options

of prepaid equity forward contracts for common stock

based compensation for services

of warrants for common stock

at December 31, 2021

$ 102,064,218

$ ( 78,561,568 )

at December 31, 2019

$ ( 39,184,699 )

$ ( 2,332,830 )

( 9,487,824 )

placement of common shares

of the terms of 4,188,315 MyMD stock options

compensation for borrowings

at December 31, 2020

$ ( 48,672,523 )

$ ( 5,257,032 )

accompanying notes are an integral part of these consolidated financial statements

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

Statements of Cash Flows

the Years Ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows

the Years Ended December 31,

Cash flows from operating

loss from continuing operations

Net loss from

ongoing operations

$ ( 29,889,045 )

$ ( 9,487,824

Net loss from discontinued

Adjustments to reconcile

net loss to net cash used in operating activities:

on sale of securities

on fair market value of equity investments

Accrued income -

marketable securities

Depreciation and

Loss on disposal

of fixed assets

Impairment of prepaid

Impairment of production

Impairment of intangible

Inventory adjustment

for net realizable value

Reserve for obsolete

Reserve for doubtful

trade receivables

Reserve for doubtful

other receivables

Stock-based compensation

to employees - common stock

Stock-based compensation

to directors - restricted stock units

Stock-based compensation

- shares issued to vendors

Stock-based compensation

shares issued to Chubeworkx

Stock-based compensation

shares issued to Cystron

Changes in assets

and liabilities:

Decrease in trade

(Increase)/decrease

in deposits and other receivables

in inventories

Decrease in prepaid

Decrease in other

Increase/(decrease)

in trade and other payables

cash used in operating activities

Accrued interest/dividends

of debt discount

Amortization of intangible assets

sale of marketable securities

loss on marketable securities

Gain on forgiveness of

based compensation:

option modification expense

stock options

issued to non-employees

Change in assets and liabilities

Prepaid expenses

Trade and other payables

( 4,268,961 )

Operating leases

Net cash used by operating

( 19,516,475 )

( 4,663,546 )

Cash flows from investing

Proceeds from the

sale of equipment

Short-term note

Purchases of marketable

from sale of marketable securities

cash used in investing activities

Proceeds from sale of marketable

Net cash received in business

Net cash provided by investing

Cash flows from financing

Net proceeds from

issuance of common stock

Net proceeds from

issuance of pre-funded warrants for the purchase of common stock

Net proceeds from

the exercise of pre-funded warrants for the purchase of common stock

proceeds from exercise of warrants for common stock

of the line of credit – related party

( 3,062,444 )

Net proceeds from borrowings

proceeds from note payable

Net proceeds from issuance

of common stock

Net proceeds from the Payroll

Protection Program

Net proceeds from the exercise

of warrants for common stock

cash provided by financing activities

Net increase/(decrease) in cash and

cash equivalents and restricted cash

Cash and cash

equivalents and restricted cash at beginning of year

Cash and cash

equivalents and restricted cash at end of year

Supplemental cash

flow information:

increase in cash and cash equivalents

and cash equivalents at beginning of year

and cash equivalents at end of year

Supplemental cash flow information

Cash paid for:

Supplemental Schedule

of Non-Cash Financing and Investing Activities

unrealized gains on marketable securities

of Series D Convertible Preferred Stock for Common Stock

Supplemental Schedule of Non-Cash Financing and Investing Activities

Operating lease right-of-use

asset obtained in exchange for lease obligation

options issued and modified recorded as deferred financing charges

Investment in Oravax Medical, Inc.

accompanying notes are an integral part to these consolidated financial statements.

BIOSCIENCES, INC.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

1 – Organization and Description of Business

Biosciences, Inc.

(“Akers”), is a New Jersey corporation.

These consolidated financial statements include three wholly

owned subsidiaries, Cystron Biotech, LLC (“Cystron”), Akers Acquisition Sub, Inc.

and Bout Time Marketing Corporation,

(together, the “Company”).

Pharmaceuticals, Inc., previously known as Akers Biosciences, Inc., is a New Jersey corporation (“MyMD”).

These consolidated

financial statements include four wholly owned subsidiaries as of December 31, 2021, MyMD Pharmaceuticals (Florida), Inc.

Florida”), XYZ Merger Sub, Inc.

(“Merger Sub”), Akers Acquisition Sub, Inc.

and Bout Time Marketing Corporation, (together,

the “Company”).

All material intercompany transactions have been eliminated in consolidation.

Company was historically a developer of rapid health information technologies, but, since March 2020, has been primarily focused

on the development of a vaccine candidate against SARS-CoV-2, a coronavirus currently causing a pandemic throughout the world.

In response to the global pandemic, the Company is pursuing rapid development and manufacturing of its COVID-19 vaccine candidate,

or combination product candidate (the “COVID-19 Vaccine Candidate”) in collaboration with Premas Biotech PVT Ltd.

(“Premas”), an entity incorporated in India.

July 7, 2020, the Company immediately ceased the production and sale of its rapid, point-of-care screening and testing products.

The Company will continue to provide support for these testing products that remain in the market through respective product expiration

For a more detailed discussion of the Company’s cessation of its screening and testing products, see Note 3 and Note

Significant Accounting Policies

of Presentation

accompanying consolidated financial statements for the years ended December 31, 2020 and 2019 have been prepared in accordance

and in conformity with the accounting principles generally accepted in the United States of America (“U.S.

and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated

financial information.

November 25, 2019, the Company effectuated a reverse stock split of its shares of Common Stock whereby every twenty-four (24)

pre-split shares of Common Stock were exchanged for one (1) post-split share of the Company’s Common Stock (“Reverse

Stock Split”).

No fractional shares were issued in connection with the Reverse Stock Split and the remaining fractions

were rounded up to the next whole share.

Shareholders who would otherwise have held a fractional share of the Common Stock

were given one additional full share of the Company’s Common Stock.

Share amounts presented in these consolidated financial

statements have been adjusted to reflect the Reverse Stock Split.

BIOSCIENCES, 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 immunometabolic 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.

Phase 2 clinical trials for autoimmune diseases are planned.

MyMD Florida’s intellectual property

portfolio consists of 15 U.S.

granted patents and 28 pending applications (3 US, 25 foreign).

Supera Pharmaceuticals, Inc.

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 4 th

Annual International Cannabinoid Summit describing the superior potency of Supera-CBD.

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, 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, 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, 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 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”).

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”).

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.

entity was dissolved pursuant to this transaction.

connection with the closing of the Merger, the Company changed its name to MyMD Pharmaceuticals, Inc.

and the Company’s 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.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 - Significant Accounting Policies, continued

2 – Significant Accounting Policies

of Presentation

accompanying consolidated financial statements for the years ended December 31, 2021 and 2020 have been prepared in accordance and in

conformity with the accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and the applicable

rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial information.

Company effected a 1-for-2 reverse stock split immediately 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 Annual Report on Form 10-K,

including the consolidated financial statements and accompanying notes, were retroactively adjusted to reflect the effects of the Reverse

Stock Split and the Exchange Ratio.

of Estimates and Judgments

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, income and expenses.

results may differ from these estimates.

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, income and expenses.

Actual results may

differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis.

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 are included in the following notes

for revenue recognition, allowances for doubtful accounts, inventory valuations, impairment of intangible assets and valuation

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 are included in the following notes for the impairment of intangible assets and the valuation

of share-based payments.

and Presentation Currency

consolidated financial statements are presented in U.S.

Dollars, which is the Company’s functional currency.

All financial

information presented in U.S.

Dollars, which is the Company’s functional currency.

All financial information

presented in U.S.

Dollars 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 Consolidated Statements of Comprehensive

Comprehensive

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.

Foreign Currency Transaction Gains or Losses, resulting from cash balances

denominated in Foreign Currencies, are recorded in the Consolidated Statements of Comprehensive Loss.

(d) Comprehensive

Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive

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.

and Cash Equivalents

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.

December 31, 2020 and 2019, restricted cash included in non-current assets on the Company’s Consolidated Balance Sheets

was $0 and $115,094, respectively, representing cash in trust for the purpose of funding legal fees for certain litigations.

BIOSCIENCES, INC.

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.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

2 unchanged sentences

Value of Financial Instruments

Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and

other payables.

The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their

fair value because of their short maturities.

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:

Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables.

The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their

short maturities.

framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure

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:

to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company

5 unchanged sentences

that are derived principally from or corroborated by observable market data by correlation or other means

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.

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.

to the valuation methodology are unobservable and significant to the fair value measurement.

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.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 - Significant Accounting Policies, continued

Value of Financial Instruments, continued

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.

is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2021 and December 31, 2020.

Valued using quoted prices in active markets for identical assets.

Schedule of Marketable Securities

Prices in Active

for Identical Assets

Marketable securities

at December 31, 2020

Marketable securities at December

Prices for Similar Assets or Liabilities in

Markets (Level 2)

securities at December 31, 2021

securities at December 31, 2020

securities are classified as available for sale and are valued at fair market value.

Maturities of the securities are less

than one year.

of December 31, 2020, the Company held certain mutual funds which, under FASB ASC 321-10, were considered equity

As such, the change in fair value in the year ended December 31, 2020 of a gain of $54,100 includes

the reclassification of the accumulated other comprehensive income of $17,886 as of December 31, 2019, which

was included in net loss from continuing operations in the Consolidated Statements of Comprehensive Loss.

and losses resulting from the sales of marketable securities were (losses) and gains of ($36,714) and $3,952 for the years

ended December 31, 2020 and 2019, respectively

from the sales of marketable securities in the years ended December 31, 2020 and 2019 were $2,314,374 and $2,857,960,

respectively.

BIOSCIENCES, INC.

Maturities of the securities are less than one year.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

2 – Significant Accounting Policies (continued)

Receivables and Allowance for Doubtful Accounts

carrying amounts of current trade receivables is stated at cost, net of allowance for doubtful accounts and approximate their

fair value given their short-term nature.

normal credit terms extended to customers ranges between 30 and 90 days.

Credit terms longer than these may be extended after

considering the credit worthiness of the customers and the business requirements.

The Company reviews all receivables that

exceed terms and establishes an allowance for doubtful accounts based on management’s assessment of the collectability

of trade and other receivables.

A considerable amount of judgment is required in assessing the amount of allowance.

considers the historical level of credit losses, makes judgments about the credit worthiness of each customer based on ongoing

credit evaluations and monitors current economic trends that might impact the level of credit losses in the future.

of December 31, 2020, and 2019, allowances for doubtful accounts for trade receivables were $0.

Bad debt expenses for trade

receivables were $0 and $5,325 for the years ended December 31, 2020 and 2019.

to the Company’s pursuit of strategic alternatives, pursuant to an unsecured promissory note dated July 4, 2019, on

July 25, 2019 the Company advanced $100,000 to a company in the hemp related industry with which the Company had been considering

a potential business transaction.

Discussions with this party toward a potential transaction have been suspended.

the year ended December 31, 2020,

the Company deemed the promissory note uncollectable and wrote the note off against the

the year ended December 31, 2020, the Company advanced MYMD $1,200,000 under a Secured Promissory Note.

The Company advanced

two additional draws of $600,000, or $1,200,000 cumulatively, on January 21, 2021 and February 25, 2021 to MYMD under this

secured promissory note (see Note 3).

of December 31, 2020 and 2019, allowance for doubtful accounts for other receivables was $0 and $100,000, respectively.

Bad debts expense for other receivables were $0 and $100,000 for the years ended December 31, 2020 and 2019.

BIOSCIENCES, INC.

of December 31, 2021, the Company held certain mutual funds which, under FASB ASC 321-10, were considered equity investments.

the change in fair value in the year ended December 31, 2021 was of a loss of $ 42,793 which was included in net loss from operations

in the Consolidated Statements of Comprehensive Loss.

Gains resulting from the sales of marketable securities

were $ 39,597 and $ 0

for the years ended December 31, 2021 and 2020, respectively

from the sales of marketable securities in the years ended December 31, 2021 and 2020 were $ 18,483,176 and $ 0 , respectively.

(g) Prepaid Expenses

expenses represent expenses paid prior to the date that the related services are rendered or used and are comprised principally of prepaid

insurance and research and development expenses.

(h) Concentrations

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial

institutions.

At times, the Company’s cash in banks is in excess of the Federal Despot Insurance Corporation (“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 December 31, 2021.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

2 – Significant Accounting Policies (continued)

expenses represent expenses paid prior to the date that the related services are rendered or used are recorded as prepaid expenses.

Prepaid expenses are comprised principally of prepaid insurance.

Concentrations

instruments which 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

The Company has not experienced any loss as a result of these cash deposits.

These cash balances are maintained with two

Management of Cash Investments

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.

Company’s investment portfolios are regularly monitored for risk and are held with two brokerage firms.

BIOSCIENCES, INC.

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.

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

(j) 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.

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:

Representation

on the Board of Directors

Participation

in policy-making processes

intra-entity transactions

of management personnel

Technological

of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small.

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

investment in Oravax, Inc.

is accounted for using the cost method.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

2 – Significant Accounting Policies (continued)

(k) Property,

Plant and Equipment

of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

include expenditures that are directly attributable to the acquisition of the asset.

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”

the Consolidated Statements of Comprehensive Loss.

is recognized in profit and loss on the accelerated basis 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.

Costs include

expenditures that are directly attributable to the acquisition of the asset.

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 Consolidated Statements

of Comprehensive Loss.

is recognized over the estimated useful lives of the property, plant and equipment.

assets are depreciated over the shorter of the lease term or their useful lives.

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

of Estimated Useful Lives of Property Plant and Equipment

and equipment

equipment & software

remaining lease or

estimated useful life

Shorter of the remaining lease or estimated useful life

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

BIOSCIENCES, INC.

(l) Intangible

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 to our Consolidated

Statements of Comprehensive Loss.

and Trade Secrets

The Company has developed or acquired several diagnostic

tests that can detect the presence of various substances in a person’s breath, blood, urine and saliva.

Propriety protection for

the Company’s products, technology and process is important to its competitive position.

As of March 24, 2022, the Company

has 15 issued U.S.

patents, eight foreign patents, three pending U.S.

patent applications, one pending international application,

and 23 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

copyrights, trademarks and trade secrets) using all legal remedies available to the Company.

The Company records expenses related to the application

for and maintenance of patents as a component of research and development expenses on the Consolidated Statement of Comprehensive Loss.

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.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

2 – Significant Accounting Policies (continued)

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 to our Consolidated Statements of Comprehensive Loss.

and Trade Secrets

Company has developed or acquired several diagnostic tests that can detect the presence of various substances in a person’s

breath, blood, urine and saliva.

Propriety protection for the Company’s products, technology and process is important to

its competitive position.

As of December 31, 2019, the Company has ten patents from the United States Patent Office in effect.

Other patents are in effect in Australia through the Design Registry European Union Patents, in Hong Kong and in Japan.

are in the national phase of prosecution in many Patent Cooperation Treaty participating countries.

Additional proprietary

technology consists of numerous different inventions.

Management intends to protect all other intellectual property (e.g.

trademarks and trade secrets) using all legal remedies available to the Company.

associated with applying for patents are capitalized as patent costs.

Once the patents are approved, the respective costs are

amortized over their estimated useful lives (maximum of 17 years) on a straight-line basis and assessed for impairment when necessary.

Patent pending costs for patents that are not approved are charged to the Consolidated Statements of Comprehensive Loss the year

the patent is rejected.

addition, 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.

Intangible Assets

1 unchanged sentence

and accumulated impairment losses.

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.

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:

Patents and trademarks

BIOSCIENCES, INC.

of Amortization Recognized Estimated Useful Lives of Intangible Assets

and trademarks

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

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) Recoverability

of Long-Lived Assets

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.

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) Right-of-Use

Company leases 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 houses 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 .

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

The Company cancelled the Supera Aviation

lease in April 2021 without penalty.

Company leases a facility in Baltimore, Maryland (“2020 Wolfe St”) under an operating lease (“2020 Baltimore Lease”)

with annual rentals of $ 24,000

plus certain operating expenses.

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

On November 17, 2021, the 2020 Baltimore Lease was cancelled without penalty.

Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”)

with annual rentals of $ 52,800

plus certain operating expenses.

The Baltimore

Lease took effect on November 17, 2021 for a term of 12

months with automatic renewals unless a sixty day notice is provided.

The initial term expires on November 30, 2022 .

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

2 – Significant Accounting Policies (continued)

Company leased its facility in West Deptford, New Jersey (the “Thorofare Facility”) under an operating lease

(“Thorofare Lease”) with annual rentals of $132,000 plus common area maintenance (CAM) charges.

The Thorofare Facility

houses the Company’s office, manufacturing, laboratory and warehouse space.

The Thorofare Lease took effect on January 1,

On January 7, 2013, the Company extended the Thorofare Lease extending the term to December 31, 2019.

On November 11, 2019,

the Company entered into another extension of the Thorofare Lease, extending the term to December 31, 2021, effective January

1, 2020, and providing for an early termination option with a 150-day notice period.

On July 16, 2020, the Company exercised the

early termination option under the lease agreement, with the effect of the post exercise lease maturity date changing to December

The lease terminated on November 30, 2020, at the lessor’s request, and the property was handed over to the

property manager on November 30, 2020.

January 1, 2020 (“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, 2020.

As a result, the Consolidated Balance Sheet as of December

31, 2019 was not restated and is not comparative.

adoption of ASC 842 resulted in the recognition of ROU assets of $306,706 and lease liabilities for an operating lease of $306,706

on the Company’s Consolidated Balance Sheet as of January 1, 2020.

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.

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.

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.

adoption of ASC 842 resulted in the recognition of operating lease ROU assets of $ 1,014,636 ,

operating lease liabilities for an operating leases of $ 1,016,015

and an adjustment to accumulated deficit of $ 1,379

on the Company’s Consolidated Balance Sheet

as of January 1, 2020.

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.

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.

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.

assets are reviewed for impairment.

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.

BIOSCIENCES, INC.

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.

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.

Company’s operating leases are comprised of the Supera Aviation, the Hyde Park, the 2020 Wolfe St and the 2021 Wolfe St.

on the Consolidated Balance Sheet.

The information related to these leases are presented below:

Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease

of December 31, 2021

of December 31, 2020

Balance Sheet

Operating Lease

Lease Payable, current

Lease Payable - net of

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

June 2020, the Company recorded an adjustment to its right-of-use asset and liability in the amounts of $153,709 and $155,737,

respectively, to adjust for the effect of the Company having elected to exercise the early termination option under the lease

agreement, as discussed earlier.

The following information reflects the effect of the adjustments discussed above in connection

with the Company’s exercise of the early termination option.

Company’s lease expense, including CAM charges was $154,362 for the year ended December 31, 2020.

2 – Significant Accounting Policies (continued)

following provides details of the Company’s lease expense:

Schedule of Lease Cost

Ended December 31, 2021

Ended December 31, 2020

Operating Leases

information related to leases is presented below:

December 31, 2020

Operating cash used by operating

Weighted-average remaining lease term

operating leases (in months)

Weighted-average discount rate –

Schedule of Other Information Related to Leases

of December 31, 2021

Operating Leases

Recoverability

of Long-Lived Assets

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.

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.

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:

Representation

on the Board of Directors

Participation

in policy-making processes

intra-entity transactions

of management personnel

Technological

of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group

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.

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.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 - Significant Accounting Policies, continued

on January 1, 2019, the Company recognizes 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:

Identify the contract with the customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations in the contract

Recognize revenue when the company satisfies a performance obligation

Company does not have any significant contracts with customers requiring performance beyond delivery.

Shipping and handling activities

are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised

service to the customer.

Revenue and costs of sales are recognized when control of the product transfers to our customer, which

generally occurs upon delivery to the customer but can also occur when goods are shipped by the Company, depending on the shipment

terms of the contract.

The Company’s performance obligations are satisfied at that time.

The Company has not historically

experienced customer returns of its products.

Company uses the most likely amount approach to determine the variable consideration of the transaction price in order to account

for the contractual rebates and incentives that are estimated and adjusted for over time.

The Company provides for rebates to

its distributors.

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

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.

BIOSCIENCES, INC.

Operating cash

remaining lease term

discount rate

of December 31, 2021, the annual minimum lease payments of the Company’s operating lease liabilities were as follows:

Schedule of Operating Lease Minimum Lease Payments

of December 31, 2021

For Years Ending December 31,

Total future minimum lease payments, undiscounted

Imputed interest

Present value of future

minimum lease payments

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

2 – Significant Accounting Policies (continued)

Taxes, continued

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

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.

For the years ended December 31, 2020 and 2019, no liability

for unrecognized tax benefits was required to be reported.

is no income tax benefit for the losses for the years ended December 31, 2020 and 2019 since management has determined that the

realization of the net deferred assets is not assured and has created a valuation allowance for the entire amount of such tax

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.

There were no amounts accrued for penalties and interest for the years ended December 31,

2020 and 2019.

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.

and Development Costs

accordance with FASB ASC 730, research and development

costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities

on the Company’s behalf.

These costs included costs incurred to acquire and develop the license for the COVID-19 vaccine

project (See Note 3).

and Handling Fees and Costs

Company charges actual shipping costs plus a handling fee to customers which are classified as product revenue in the Consolidated

Statement of Comprehensive Loss.

Shipping and other related delivery costs, including those for incoming raw materials are classified

as product cost of sales.

BIOSCIENCES, INC.

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:

the contract with the customer

the performance obligations in the contract

the transaction price

the transaction price to the performance obligations in the contract

revenue when the company satisfies a performance obligation

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.

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.

For the years ended December 31, 2021 and 2020, no liability for unrecognized tax benefits was required to be reported.

There was no income tax benefit recorded for the

losses for the years ended December 31, 2021 and 2020 since management determined that the realization of the net deferred tax assets

is not more likely than not to be realized and has recorded a full valuation allowance on the net deferred tax assets.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

2 – Significant Accounting Policies (continued)

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.

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

In June 2018, the FASB issued ASU No.

2018-07, Compensation –

Stock Compensation (Topic 718), Improvements to Nonemployee

Share-Based Payment Accounting.

The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions

for acquiring goods and services from nonemployees.

Prior to this Update, Topic 718 applied only to share-based transactions to

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.

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.

There were no

amounts accrued for penalties and interest for the years ended December 31, 2021 and 2020.

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.

years from 2018 through 2021 remain subject to examination by federal and state jurisdictions.

(r) Stock-based

Company accounts for stock-based compensation under the provisions of FASB 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.

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.

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

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 - Significant Accounting Policies, continued

and Diluted Earnings per Share of Common Stock

earnings per common share is based on the weighted average number of shares outstanding during the periods presented.

earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding

Diluted earnings

per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the

Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive.

net loss per share is computed using the weighted average number of shares of common and dilutive potential common stock outstanding

during the period.

Potential common shares that would have the effect of increasing diluted earnings per share are considered

anti-dilutive.

the Company reported a net loss for the years ended December 31, 2020 and 2019, respectively, common stock equivalents were anti-dilutive.

net loss per share is computed using the weighted average number of common and dilutive potential common shares outstanding during

the years ended December 31, 2020 and 2019.

The following securities are excluded from the calculation of weighted average dilutive

common shares because their inclusion would have been anti-dilutive:

the Company reported a net loss for the years ended December 31, 2021 and 2020, common stock equivalents were anti-dilutive.

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

the Years Ended December 31,

Stock Options

Restricted Stock Units

to purchase Common Stock

Warrants to purchase Common Stock

Pre-funded Warrants to purchase Common

Warrants to purchase Series C Preferred

Series D Convertible

Preferred Stock

to purchase Series C Preferred Stock

Unvested Restricted Stock Units

D Convertible Preferred Stock

potentially dilutive shares

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 - Significant Accounting Policies, continued

accordance with FASB ASC 205, results of operations of a component of an entity that has either been disposed of or is held for

sale is to be reported as discontinued operations in the consolidated financial statements if the disposition or sale represents

a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.

See Note 6 herein.

BIOSCIENCES, INC.

and Development Costs

accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that

conduct certain research and development activities on the Company’s behalf.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

2 – Significant Accounting Policies (continued)

(u) Reclassifications

reclassifications were made to the reported amounts in these consolidated financial statements as of December 31, 2020 to conform to

the presentation as of December 31, 2021.

Issued Accounting Pronouncements

Issued Accounting Pronouncements Adopted

February 2016, the FASB issued ASU 2016-02—Leases (Topic 842) (“ASU-2016-02”), which requires an entity to recognize

right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements.

offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions.

Lessees and lessors are required

to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to

assess the amount, timing and uncertainty of cash flows arising from leases.

Leases will be classified as either finance or operating,

with classification affecting the pattern of expense recognition in the income statement.

The Company has adopted ASU-2016-02,

effective January 1, 2020.

Issued Accounting Pronouncements Not Adopted

June 2016, the FASB 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 that 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 no material impact on the Company’s

consolidated financial statements upon the adoption of this ASU.

July 2017, the FASB issued ASU No.

2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480),

Derivatives and Hedging (Topic 815):

(I) Accounting for Certain Financial Instruments with Down Round Features, (II) Replacement

of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily

Redeemable Noncontrolling Interests with a Scope Exception.

The amendments in Part I change the classification analysis of

certain equity-linked financial instruments (or embedded features) with down round features.

When determining whether certain

financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity

classification when assessing whether the instrument is indexed to an entity’s own stock.

The amendments also clarify existing

disclosure requirements for equity-classified instruments.

The amendments in Part II recharacterize the indefinite deferral of

certain Topic 480, Distinguishing Liabilities from Equity, provisions that now are presented as pending content in the Codification

to a scope exception.

Those amendments do not have an accounting effect.

The amendments in Part I are effective for fiscal years,

and interim periods within those fiscal years, beginning after December 15, 2019.

Early adoption in permitted.

As of January 1,

2020, the Company adopted the amendments in Part I which has no impact on the Company’s financial statements

August 2020, the FASB issued ASU No.

2020-06, Debt –

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging –

Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts

in an Entity’s Own Equity.

The amendments in this Update affect entities that issue convertible instruments and/or contracts

in an entity’s own equity.

For convertible instruments, the instruments primarily affected are those issued with beneficial

conversion features or cash conversion features because the accounting models for those specific features are removed.

all entities that issue convertible instruments are affected by the amendments to the disclosure requirements in this Update.

For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded features

that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the derivatives

scope exception related to certain requirements of the settlement assessment.

The settlement assessment was simplified by removing

the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral

2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in

an Entity’s Own Equity (the “2020 Update”) .

The amendments in the 2020 Update affect entities that issue

convertible instruments and/or contracts in an entity’s own equity.

For convertible instruments, the instruments primarily affected

are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features

However, all entities that issue convertible instruments are affected by the amendments to the disclosure requirements in

the 2020 Update.

For contracts in an entity’s own equity, the contracts primarily affected are freestanding instruments and embedded

features that are accounted for as derivatives under the current guidance because of failure to meet the settlement conditions of the

derivatives scope exception related to certain requirements of the settlement assessment.

The settlement assessment was simplified by

removing the requirements (1) to consider whether the contract would be settled in registered shares, (2) to consider whether collateral

is required to be posted, and (3) to assess shareholder rights.

Those amendments also affect the assessment of whether an embedded

conversion feature in a convertible instrument qualifies for the derivatives scope exception.

Additionally, the amendments in

this Update affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments.

The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange

Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years

beginning after December 15, 2021, including interim periods within those fiscal years.

For all other entities, the amendments

are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption

is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal

An entity should adopt the guidance as of the beginning of its annual fiscal year.

Entities are allowed to adopt the guidance

through either a modified retrospective method of transition or a fully retrospective method of transition.

The Company expects

to adopt this standard as of January 1, 2021 and does not anticipate the adoption to have a material impact on its financial statements.

Reclassifications

reclassifications were made to the reported amounts in these consolidated financial statements as of December 31, 2019 to conform

to the presentation as of December 31, 2020.

BIOSCIENCES, INC.

Those amendments also affect the assessment of whether an embedded conversion

feature in a convertible instrument qualifies for the derivatives scope exception.

Additionally, the amendments in this Update affect

the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments.

The amendments in

the 2020 Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer,

excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021,

including interim periods within those fiscal years.

For all other entities, the amendments are effective for fiscal years beginning

after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal

years beginning after December 15, 2020, including interim periods within those fiscal years.

An entity should adopt the guidance as

of the beginning of its annual fiscal year.

Entities are allowed to adopt the guidance through either a modified retrospective method

of transition or a fully retrospective method of transition.

The Company adopted this standard as of January 1, 2021 and the adoption

did not have a material impact on its financial statements.

Issued Accounting Pronouncements Not Adopted

June 2016, the FASB 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

that 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 no material impact on the Company’s condensed consolidated financial

statements upon the adoption of this ASU.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Recent Developments, Liquidity and Management’s Plans

Production and Sale of Rapid, Point-Of-Care Screening and Testing Products

previously disclosed, in light of the unfavorable factors persistent in our rapid, point-of-care screening and testing product

business and the progress the Company has made in its partnership with Premas, the Company conducted a strategic review of the

screening and testing products business.

Following such review, in early July 2020, the Company ceased the production and sale

of its rapid, point-of-care screening and testing products.

The Company will continue to provide support for these testing products

that remain in the market through their respective product expiration dates.

The Company had been experiencing declining sales

revenue and production backlogs for these products and, as it previously reported, had eliminated its sales force for such products.

The Company intends to devote its attention to its partnership with Premas for the development of its COVID-19 Vaccine Candidate

and transactions that the Company believes will increase shareholder value.

In connection with the ceasing production and sale

of its existing product line, on July 16, 2020, the Company decided to close the Thorofare Facility and exercised the early termination

option under the Thorofare Lease, which provided for a 150-day notice to terminate the lease.

Pursuant to the early termination

option, the Thorofare Lease which matured on December 13, 2020.

lease terminated on November 30, 2020, at the lessor’s request, and the property was handed over to the property manager

on November 30, 2020.

Company determined that the discontinuation of the production and distribution of the Company’s screening and testing products

constituted a strategic shift in the Company’s business and as a result the elimination of the product lines should be presented

as discontinued operations under FASB ASC 205-20 Presentation of Financial Statements, Discontinued Operations.

March 23, 2020, the Company acquired Cystron pursuant to that certain Membership Interest Purchase Agreement (the “MIPA”).

2 – Significant Accounting Policies (continued)

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 Company is assessing

the impact of this ASU on its financial statements and related disclosure.

3 – Recent Developments, Liquidity and Management’s Plans

and Disposition of Cystron

Company acquired 100 % 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 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’

vaccine platform for the development of a vaccine against COVID-19 and other coronavirus infections.

Cystron was incorporated on March

Upon the Company’s purchase of Cystron, Cystron’s sole asset consisted

of an exclusive license with respect to Premas’

vaccine platform for the development of a vaccine against COVID-19 and other

coronavirus infections.

Since its formation and through the date of its acquisition by the Company, Cystron did not have any employees.

The acquisition of Cystron was accounted for as the purchase of an asset.

consideration for the Membership Interests (as defined in the MIPA), the Company delivered to the members of Cystron (the “Sellers”):

(1) that number of newly issued shares of its common stock equal to 19.9% of the issued and outstanding shares of its common stock

and pre-funded warrants as of the date of the MIPA, but, to the extent that the issuance of its common stock would have resulted

in any Seller owning in excess of 4.9% of the Company’s outstanding common stock, then, at such Seller’s election,

such Seller received “common stock equivalent”

preferred shares with a customary 4.9% blocker (with such common stock

and preferred stock collectively referred to as “Common Stock Consideration”), and (2) $1,000,000 in cash.

24, 2020 the Company paid $1,000,000 to the Sellers and delivered 411,403 shares of common stock and 211,353 shares of Series

D Convertible Preferred Stock with a customary 4.9% blocker, with an aggregate fair market value of $1,233,057, totaling

$2,233,057 (“March Transaction”).

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Additionally,

the Company shall (A) make an initial payment to the Sellers of up to $1,000,000 upon its receipt of cumulative gross proceeds

from the consummation of an initial equity offering after the date of the MIPA of $8,000,000, and (B) pay to Sellers an amount

in cash equal to 10% of the gross proceeds in excess of $8,000,000 raised from future equity offerings after the date of the MIPA

until the Sellers have received an aggregate additional cash consideration equal to $10,000,000 (collectively, the “Equity

Offering Payments”).

Upon the achievement of certain milestones, including the completion of a Phase 2 study for a COVID-19

Vaccine Candidate that meets its primary endpoints, Sellers will be entitled to receive an additional 750,000 shares of the Company’s

common stock or, in the event the Company is unable to obtain stockholder approval for the issuance of such shares, 750,000 shares

of non-voting preferred stock that are valued following the achievement of such milestones and shall bear a 10% annual dividend

(the “Milestone Shares”).

Pursuant to the MIPA, the Company shall

make contingent payments for the achievement of certain development and commercial milestones as follows;

(i) $250,000 upon the

dosing of the first patient in a Phase I Clinical Trial, (ii) $500,000 upon the dosing of the first patient in a Phase II Clinical

Trial, (iii) $5,000,000 upon the dosing of the first patient in a Phase III Clinical Trial, and (iv) $15,000,000 upon approval

by the FDA of the NDA for the COVID-19 vaccine.

to the MIPA, upon the Company’s consummation of the registered direct equity offering closed on April 8, 2020, the Company

paid the Sellers $250,000 on April 20, 2020 (the “April Payment”).

Upon consummation of the registered direct equity

offerings that closed on May 18, 2020 and August 13, 2020, the Company paid $892,500 (the “May Payment”)

and $684,790 (the “August Payment”), respectively, on September 25, 2020.

October 13, 2020, Premas, one of the former members of Cystron, returned $908,117 representing its portion of the initial cash

component for the purchase of Cystron (the “March Transaction”) and its portion of the April Payment, May Payment

and August Payment under the MIPA, as amended.

is working with the Reserve Bank of India to comply with regulations related to its ownership in a foreign entity and its ability

to receive funds for the sale of that entity.

The Company believes that (i) Premas will be successful in its efforts to resolve

such regulatory matters with the Reserve Bank of India, (ii) the Company will disburse the amounts due to Premas under the MIPA,

and (iii) the Company maintains a 100% membership in Cystron.

the Company’s consummation of the Private Placement (as defined below), the Company paid $1,204,525 of the proceeds from

the Private Placement to three of the four former members of Cystron on December 1, 2020 (the “November Payment”)

and recorded a liability of $602,172 to the fourth former member of Cystron pursuant to the MIPA.

of December 31, 2020, $1,510,290 is included in Trade and Other Payables for Premas’

portion of the initial cash component,

the April Payment, May Payment, August Payment and November Payment.

the year ended December 31, 2020, $5,867,046 is included in Research and Development Expense within the Consolidated

Statement of Comprehensive Loss for the March Payment, April Payment, May Payment, August Payment and November

Company shall also make quarterly royalty payments to Sellers equal to 5% of the net sales of a COVID-19 vaccine or combination

product by the Company for a period of five (5) years following the first commercial sale of the COVID-19 vaccine;

provided, that

such payment shall be reduced to 3% for any net sales of the COVID-19 vaccine above $500 million.

addition, Sellers shall be entitled to receive 12.5% of the transaction value, as defined in the MIPA, of any change of control

transaction, as defined in the MIPA, that occurs prior to the fifth (5th) anniversary of the closing date of the MIPA, provided

that the Company is still developing the COVID-19 Vaccine Candidate at that time.

Following the consummation of any change of

control transaction, the Sellers shall not be entitled to any royalty payments as described above under the MIPA.

is a party to a License and Development Agreement (the “Initial License Agreement”) with Premas.

As a condition to

the Company’s entry into the MIPA, Cystron amended and restated the Initial License Agreement on March 19, 2020 (as amended

and restated, the “License Agreement”).

Pursuant to the License Agreement, 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.

the achievement of certain developmental milestones by Cystron, Cystron shall pay to Premas a total of up to $2,000,000.

16, 2020, the Company paid Premas $500,000 for the achievement of the first two development milestones.

On May 18, 2020, the Company

paid Premas $500,000 for the achievement of the third development milestone.

On July 7, 2020, the Company and Premas agreed that

the fourth milestone under the License Agreement had been satisfied.

Due to the achievement of this milestone on July 7, 2020,

Premas was paid $1,000,000 on August 4, 2020.

Accordingly, for the year ended December 31, 2020, Research and Development

Expenses of $2,000,000 were recorded in the Consolidated Statement of Comprehensive Loss.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Medical Panel

April 10, 2020, the Company established the Cystron Medical Panel and appointed its first member to the panel.

Each member shall

be compensated with an initial grant of the Company’s common stock with an aggregate fair market value of $25,000 and a

monthly cash stipend in the initial amount of $2,500.

During the year ended December 31, 2020, the Company recorded $31,573 as

a charge to research and development expense within the Consolidated Statements of Comprehensive Loss.

The Cystron Medical

Panel was disbanded effective January 31, 2021.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

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.

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.

April 16, 2021, pursuant to the Contribution and Assignment Agreement, dated March 18, 2021 (the “Contribution Agreement”)

by and among the Company, Cystron, Oravax Medical, Inc.

(“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.

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.

and Plan of Merger and Reorganization

November 11, 2020, the Company, XYZ Merger Sub Inc., a Florida corporation and a wholly-owned subsidiary of the Company (“

Sub ”), and MYMD Pharmaceuticals, Inc., a privately-held Florida corporation (“

MYMD ”), entered into

an Agreement and Plan of Merger and Reorganization (the “

Merger Agreement ”), pursuant to which, among other

things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with

and into MYMD, with MYMD being the surviving corporation and becoming a wholly-owned subsidiary of the Company (the “

Merger ”).

The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section

368(a) of the Internal Revenue Code of 1986, as amended.

In addition, in connection with the execution of the Merger Agreement,

Akers agreed to advance a bridge loan of up to $3,000,000 to MYMD pursuant to a Secured Promissory Note.

to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “

Effective Time ”),

(i) each outstanding share of common stock of MYMD (“

MYMD common stock ”), will be converted into the right

to receive the number of shares of the common stock of Akers (the “

Akers common stock ”) equal to the exchange

ratio described below;

and (ii) each outstanding stock option of MYMD (collectively, “

MYMD options ”) that has

not previously been exercised prior to the Effective Time, whether or not vested, will be assumed by the Company 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 the second-year anniversary of the Effective Time).

In connection with the Merger,

each holder of options is required to enter into a Lock-Up Agreement/Leak-Out Agreement with respect to the shares of Akers common

stock issued upon the exercise of such option.

Also, not later than 30 days after the second-year anniversary of the Effective

Date, the Company will pay stockholders of MYMD on a pro rata basis an amount in cash equal to the aggregate cash proceeds received

by Akers from the exercise of any MYMD options assumed by the Company prior to the second-year anniversary of the Effective Time;

provided, however, the amount of such payment will not exceed the maximum amount of cash consideration that may be received by

stockholders of MYMD without affecting the intended tax consequences of the Merger.

Additionally,

under the terms of the Merger Agreement, the Company has agreed to pay contingent consideration to MYMD stockholders in the form

of milestone payments payable in shares of Akers common stock (collectively, the “

Milestone Payments ”).

Milestone Payments are payable in the dollar amounts set forth in the chart below upon the achievement of the milestone events

set forth opposite such dollar amount during the 36-month period immediately following the Effective Date (the “

Period ”) as follows:

capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period

is equal to or greater than $500 million (the “

First Milestone Event ”).

every $250 million incremental increase in market capitalization of Akers 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 billion market capitalization of Akers.

million per each incremental increase (it being understood, however, that, if such incremental increase results in market

capitalization equal to $1 billion, such $20 million payment in respect of such incremental increase shall be payable without

duplication of any amount payable in respect of a Second Milestone Event).

Capitalization of Akers for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than

$1 billion (the “

Second Milestone Event ”).

every $1 billion incremental increase in market capitalization of Akers 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

million per each incremental increase.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

milestone payment will be payable in shares of common stock of Akers (the “Milestone Shares”), with the number of

Milestone Shares to be issued determined by dividing the applicable Milestone Payment amount by the volume-weighted average price

of a share of Akers’

common stock during the 10 trading days immediately preceding the achievement of the milestone event;

provided, however, that in no event shall the price of a share of Akers common stock used to determine the number of Milestone

Shares to be issued be deemed to be less than $5.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits,

and the like occurring after the closing date).

Notwithstanding

the above, the number of Milestone Shares payable by Akers shall not exceed the number of shares of Akers common stock to be issued

to MyMD stockholders at the Effective Time in connection with the Merger (as described in the following paragraph).

the exchange ratio formula in the Merger Agreement, and immediately upon the closing of the Merger, the former MYMD securityholders

are expected to own approximately 80% of the aggregate number of shares of Akers common stock issued and outstanding immediately

following the consummation of the Merger (the “

Post-Closing Shares ”), and the stockholders of the Company as

of immediately prior to the Merger are expected to own approximately 20% of the aggregate number of Post-Closing Shares.

prior to the Effective Time, the name of the Company will be changed from “Akers Biosciences, Inc.”

to “MyMD

Pharmaceuticals, Inc.”

At the Effective Time, the Merger Agreement contemplates that the board of directors of the Company

will consist of seven directors, with (i) Akers having the right to designate up to four members and (ii) MYMD having the right

to designate up to three members.

The officers of the Company immediately after the Effective Time will be elected by the board

of directors of Akers.

Merger Agreement contains customary representations, warranties and covenants made by the Company and MYMD, including covenants

relating to obtaining the requisite approvals of the stockholders of the Company and MYMD, indemnification of directors and officers,

and the Company’s and MYMD’s conduct of their respective businesses between the date of signing the Merger Agreement

and the closing of the Merger.

Consummation of the Merger is subject to certain closing conditions, including, among other things,

approval by the stockholders of Akers and MYMD.

Merger Agreement contains certain termination rights for both the Company and MYMD, including, among other things, (a) Akers may,

upon written notice, extend the originally scheduled End Date (defined in the Merger Agreement as April 15, 2021) to May 15, 2021

Extended Date ”) so long as (i) Akers and Merger Sub are not then in material breach of any provision

of the Merger Agreement and (ii) within three calendar days of the written request by MYMD, Akers makes an additional loan to

MYMD of up to $600,000, which will have the same terms and conditions of the Note (as defined below and such additional note “

Note ”) and (b) Akers may, upon written notice, extend the Extended Date to June 30, 2021, so long as (i) Akers and Merger

Sub are not then in material breach of any provision of the Merger Agreement, (ii) on the effective date of such extension, the

loan amount evidenced by the Note and the Second Note may, at the sole option of MYMD upon written notice to Akers, be converted

into shares of MYMD common stock at a conversion price of $2.00 per share, subject to certain adjustments and (iii) Akers will,

at MYMD’s request, either (at the option of MYMD);

(A) subscribe for 300,000 shares of MYMD common stock at a subscription

price of $2.00 per share, subject to certain adjustments as set forth in the Merger Agreement, or (B) make an additional loan

to MYMD of up to $600,000, which will have the same terms and conditions of the Note (the “

Third Note ,”

all amounts outstanding under the Note, the Second Note and the Third Note, the “

Loan Amount ”).

if Akers terminates the Merger Agreement under certain circumstances specified therein, the Loan Amount, if any, at the sole discretion

of MYMD, will be convertible into shares of common stock of MYMD at a conversion price of $2.00 per share upon delivery of written

notice by MYMD to Akers within 30 calendar days after the effective date of termination of the Merger Agreement.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Merger Agreement also contemplates that the Company will seek approval from its stockholders to effect a reverse stock split,

if applicable, at a reverse stock split ratio mutually agreed to by the Company and MYMD and within the range approved by the

Company’s stockholders immediately prior to the Effective Time, which range shall be sufficient to cause the price of Akers

common stock on the Nasdaq Capital Market following such reverse stock split and the Effective Time to be no less than $5.00 per

In addition, under the Merger Agreement, Akers may, in its discretion, consummate a spin-off of all or a part of its pre-closing

assets and liabilities (the “

Spin-Off ”).

connection with the Merger, the Company will seek the approval of its stockholders of (a) the transactions contemplated in the

Merger Agreement, including the issuance of Akers common stock pursuant to the Merger and (b) the amendment of its certificate

of incorporation, including for purposes of (i) effectuating a reverse split of Akers common stock at a ratio to be determined

by a split ratio to be mutually agreed to by Akers and MYMD within the range approved by the Company’s stockholders immediately

prior to the Effective Time and on certain terms as specifically described herein, (ii) change Akers’

name to “MyMD

Pharmaceuticals, Inc.,”

and (c) to the extent necessary, the Spin-Off.

accordance with the terms of the Merger Agreement, (i) the officers and directors of Akers have each entered into a voting agreement

with MYMD (the “

Akers Voting Agreements ”), and (ii) the officers, directors and certain affiliated stockholders

of MYMD have each entered into a voting agreement with Akers (the “

MYMD Voting Agreements ,”

together with the

Akers Voting Agreements, the “

Voting Agreements ”).

The Voting Agreements place certain restrictions on the

transfer of the shares of Akers and MYMD held by the respective signatories thereto and include covenants as to the voting of

such shares in favor of approving the transactions contemplated by the Merger Agreement and against any actions that could adversely

affect the consummation of the Merger.

with the execution of the Merger Agreement or prior to the closing, the officers and directors of Akers, and the officers,

directors and certain stockholders of MYMD, each entered into lock-up/leak-out agreements (the “

Lock-Up/Leak-Out Agreements ”)

pursuant to which they have agreed, among other things, not to sell or dispose of (subject to certain exceptions specified therein)

any shares of Akers common stock which are or will be beneficially owned by them at the Effective Time or which are acquired thereafter,

with such shares being released from such restrictions 180 days after the Effective Time.

After the expiration of such initial

180-day period, such stockholders will be subject to a 180-day leak-out period during which they may not sell shares in excess

of the amount permitted by the Rule 144 volume limitations (even if such stockholder is not currently subject to such provisions

of Rule 144), which leak- out period shall be extended for an additional 180 days for any shares of Akers common stock issued

upon the exercise of existing options or warrants.

Promissory Note

set forth above, in connection with the execution of the Merger Agreement, Akers will advance a bridge loan to MYMD in an amount

of up to $3,000,000 pursuant to a Secured Promissory Note (the “

Note ”).

Advances under the Note will be made

in accordance with MYMD’s cash needs pursuant to a pre-agreed operating budget for MYMD.

The Note accrues interest on the

outstanding principal amount at the rate of 5% per annum and matures on the earliest of (i) April 15, 2022, (ii) upon demand of

Akers in the event the Merger is consummated, or (iii) the date on which MYMD’s obligations under the Note are accelerated

in accordance with the terms of the Note.

As set forth above, in the event the Merger Agreement is terminated by MYMD upon a change

in Akers’

board of directors’

recommendations to the Akers stockholders in connection with the Merger Agreement and

certain other circumstances specified in the Merger Agreement, the principal amount of the Note, and all accrued and unpaid interest

thereon, shall be converted into shares of MYMD common stock at a conversion price of $2.00 per share.

MYMD may prepay the Note

in whole or in part at any time or from time to time at its sole discretion.

Under the terms of the Note, if, at any time after

the termination or expiration of the Merger Agreement, MYMD (i) incurs any debt other than Permitted Debt (as defined in the Note),

(ii) issues any equity interests, or (iii) consummates any Asset Sale or Recovery Event (each as defined in the Note) then, in

each case, no later than two business days after MYMD receives the net cash proceeds of such incurrence, issuance or other action,

then MYMD shall be required to prepay an amount under the Note equal to the net cash proceeds received, up to the total amount

of the advances made under the Note at such time, including all accrued and unpaid interest thereon, of the Note.

and performance of all obligations under the Note are secured by a first priority security interest in all of MYMD’s right,

title and interest in and to its assets as collateral.

As of December 31, 2020, the Company had

advanced MYMD $1,200,000 under the Note, which is classified as Other Receivables on the Consolidated Balance Sheets.

advanced two additional draws of $600,000, or $1,200,000 cumulatively, on January 21, 2021 and February 25, 2021 to MYMD under

this secured promissory note (see Note 2(i)).

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Purchase Agreement

with the Merger Agreement, on November 11, 2020, the Company entered into a Securities Purchase Agreement (the “

Placement SPA ”) with certain institutional and accredited investors (the “

SPA Purchasers ”),

pursuant to which the Company agreed to issue and sell to the SPA Purchasers in a private placement (the “

Placement ”) (i) an aggregate of 9,765,933 shares of Akers common stock, at an offering price of $1.85 per share or,

at the election of each investor, pre-funded warrants (“

Pre-Funded Warrants ”), and (ii) for each share of Akers

common stock (or for each Pre-Funded Warrant, as applicable) purchased in the Private Placement, a common warrant (the “

Warrants ”

and, together with the Pre-Funded Warrants, the “

Warrants ”) to purchase one share

of Akers common stock, for gross proceeds of approximately $18.1 million before the deduction of placement agent fees and expenses

and estimated offering expenses.

In addition, the Company also issued the Placement Agent a warrant to purchase up to 390,368

shares of its common stock at an exercise price of $1.85 (the “

Placement Agent Warrant ”).

The Placement Agent

Warrant will be exercisable at any time and from time to time in whole or in part for a term of five and a half years.

Private Placement closed on November 17, 2020, and the Company issued an aggregate of 8,725,393 shares of the Company’s

common stock, Pre-Funded Warrants to purchase 1,040,540 shares of its common stock, and Investor Warrant to purchase 9,765,933

shares of its common stock.

In February 2021, an investor exchanged 932,432 shares of common stock purchased in the Private Placement

into Pre-Funded Warrants to purchase 932,432 shares of common stock.

the Private Placement SPA, the Company agreed not to (i) issue, enter into any agreement to issue or announce the issuance

or proposed issuance of, any shares of the Company’s common stock or any securities convertible into or exercisable or exchangeable

for shares of the Company’s common stock at an effective price less than the exercise price of the Investor Warrants or

(ii) file any registration statement or any amendment or supplement thereto, other than as contemplated under the Private Placement

SPA, for a period of 90 days following the later of (x) the date the Registration Statement (as defined below) is declared

effective by the SEC and (y) the record date for the Company’s stockholder meeting called to approve the Merger.

the Company agreed not to effect or enter into an agreement to effect any issuance of the Company’s common stock or common

stock equivalents involving a variable rate transaction (as defined in the Private Placement SPA) from the date of the

Private Placement SPA until such time as no SPA Purchaser holds any of the Investor Warrants, subject to certain

exceptions (including the issuance of any of the Company’s common stock pursuant to the Merger Agreement).

Private Placement SPA provides that (i) within 10 days following the date that the Company first files a proxy statement

with the SEC in connection with the Merger (including by means of a registration statement on Form S-4), the Company shall file

a registration statement (the “

Registration Statement ”) under the Securities Act of 1933, as amended (the “

Act ”) for the resale of all of the Shares and the shares of the Company’s common stock issuable upon exercise

of the Warrants (the “

Warrant Shares ”) by the Purchasers and (ii) the Company shall use commercially reasonable

efforts to cause such Registration Statement to be declared effective within 60 days of the filing thereof (or 90 days in the

event of a full review);

provided, however, that the Company shall not be required to register any Shares or Warrant Shares that

are eligible for resale pursuant to Rule 144 under the Securities Act (assuming cashless exercise of the Warrants).

Company currently intends to use the proceeds from the Private Placement in order to satisfy the closing conditions set forth

in the Merger Agreement that requires the Company to have a minimum parent net cash amount equal to $25 million, less certain amounts advanced to MyMD, which

shall also include any amounts to be used to payoff The Starwood Trust to repay in full the Starwood Line of Credit at the

closing of the Merger, and for general working capital purposes.

In addition, the Company paid $1,204,525 of the proceeds

from the Private Placement to three of the former members of Cystron and recorded a liability of $602,172 to the fourth

former member of Cystron pursuant to the MIPA.

In addition, the Company paid a cash fee of $501,500 and issued warrants to

purchase an aggregate of 255,135 shares of common stock to the designees of H.C.

Wainwright & Co., LLC

HCW ”), pursuant to a side letter by and between the Company and HCW, dated November 23, 2020, regarding

certain tail fees provided in two engagement letters (one dated October 18, 2019 and the other dated April 7, 2020) entered

into in connection with prior offerings by and between Akers and HCW.

Such warrants issued were in the same form as the

Investor Warrants except that the HCW warrants have an exercise price of $2.3125 per share.

BIOSCIENCES, INC.

November 11, 2020, MyMD, Merger Sub, and MyMD Florida entered into the Merger Agreement (Note 1).

completion of the Merger 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 stakeholders of pre-Merger MyMD Florida at the Exchange Ratio.

Upon completion of

the Merger and the transactions contemplated in the Merger Agreement, the former stakeholders of pre-Merger MyMD Florida held approximately

77.05 % of the Company’s Common Stock outstanding 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 pre-Merger MyMD Florida Common Stock assumed by the company 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.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Investor Warrants

Investor Warrant issued in the Private Placement has an initial exercise price equal to $2.06 per share of common stock.

Warrants are immediately exercisable and will terminate five and a half years following issuance.

The exercise price and number

of shares of Akers common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock

splits, reorganizations or similar events affecting Akers common stock and the exercise price.

at any time following the six-month anniversary of November 17, 2020, there is no effective registration statement registering,

or the prospectus contained therein is not available for the issuance of the shares underlying the Investor Warrants (the “

Warrant Shares ”) to the holder, then the Investor Warrants may also be exercised, in whole or in part, at such time

by means of a “cashless exercise”

in which the holder shall be entitled to receive a number of Investor Warrant Shares

according to a formula set forth in the Investor Warrants.

holder (together with its affiliates) may not exercise any portion of the Investor Warrant to the extent that the holder would

own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the outstanding Akers common stock

immediately after exercise;

provided, however that upon notice to Akers, the holder may increase or decrease the beneficial ownership

limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase in the beneficial

ownership limitation will not be effective until 61 days following notice of such increase from the holder to Akers.

the event of a fundamental transaction, as described in the Investor Warrants and generally including any reorganization, recapitalization

or reclassification of Akers common stock, the sale, transfer or disposition of all or substantially all of Akers’

or assets, Akers’

consolidation or merger with or into another person, the acquisition of more than 50% of Akers outstanding

common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by Akers’

common stock, the holders of the Investor Warrants will be entitled to receive upon exercise of such warrants the kind and amount

of securities, cash or other property that the holders would have received had they exercised the Investor Warrants immediately

prior to such fundamental transaction.

The Merger shall not be deemed a fundamental transaction as defined in the Investor Warrants.

Pre-Funded Warrants

the request of an investor, in lieu of Akers common stock, certain investors received Pre-Funded Warrants.

The Pre-Funded Warrants

are exercisable at any time immediately upon issuance and until such warrant is exercised in full.

The exercise price of the Pre-Funded

Warrants is $0.001 per share of Akers common stock, and, in lieu of making the cash payment otherwise contemplated to be made

to Akers upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise

(either in whole or in part) the net number of shares of Akers common stock determined according to a formula set forth in the

Pre-Funded Warrants.

holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrants to the extent that the holder would

own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the outstanding Akers common stock

immediately after exercise;

provided, however, that upon notice to the Company, the holder may increase or decrease the beneficial

ownership limitation, provided that in no event shall the beneficial ownership limitation exceed 9.99% and any increase in the

beneficial ownership limitation will not be effective until 61 days following notice of such increase from the holder to the Company.

BIOSCIENCES, INC.

Note 3 – Recent

Developments, Liquidity and Management’s Plans (continued)

accordance with ASC 805, the Company accounted for the transaction as a reverse merger with Akers Biosciences, Inc.

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 .

valuation is 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

Consideration

and Cash Equivalents

in Oravax, Inc.

and Other Payables

( 3,601,020 )

Tangible Assets Acquired

of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill

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.

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”).

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 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.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

and Support Agreement

November 11, 2020, the Company entered into a Lock-Up and Support Agreement (the “

Support Agreement ”) with

substantially all of the SPA Purchasers, pursuant to which, from the date of the Support Agreement until May 31, 2021, such SPA

Purchasers agreed to vote their respective shares of Akers common stock in favor of each matter proposed and recommended for approval

by the Akers board of directors or management at every shareholders’

Pursuant to the Support Agreement, such SPA

Purchasers also agreed to, until the earlier of (a) the termination of the Merger Agreement or (b) the date that the SPA Purchasers

vote their respective shares of Akers common stock in support of the Merger and all matters related to the Merger, will not, directly

or indirectly, without the Company’s prior written consent, transfer, assign, or dispose of their rights to vote the shares

of Akers common stock issued in the private placement or otherwise take any act that could restrict or otherwise affect their

legal power, authority, or right to vote all of their shares of Akers common stock issued in the Private Placement in the manner

required by the Support Agreement.

Securities LLC Engagement Letter

October 31, 2020, the Company entered into an engagement letter (the “

Engagement Letter ”) with Katalyst Securities

LLC (the “

Placement Agent ”), pursuant to which the Placement Agent agreed to serve as the non-exclusive placement

agent for the Company, on a reasonable best efforts basis, in connection with the Private Placement.

The Company has agreed to

pay the Placement Agent an aggregate cash fee equal to 6.5% of the gross proceeds received in the Private Placement and reimburse

the Placement Agent’s expenses in the Private Placement up to $25,000.

In addition, the Company agreed to grant to Katalyst

the Placement Agent Warrant, which was issued upon closing of the Private Placement.

The Placement Agent Warrant is

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

As of December 31, 2020, the Company’s

cash and cash equivalents on hand were $18,617,955, and marketable securities were $16,718,452.

Historically, the Company has

incurred net losses and the Company incurred a net loss of $17,580,609 for the year ended December 31, 2020.

As of December 31,

2020, the Company had working capital of $34,579,466 and stockholder’s equity of $34,579,466 and an accumulated deficit

Note 3 – Recent

Developments, Liquidity and Management’s Plans (continued)

the terms of the Merger Agreement, the Company has agreed to pay contingent consideration in combined company common stock to MYMD Florida

stockholders if the combined company meets certain market capitalization milestones, referred to as Milestone Events, during the period

commencing on the business day following the closing date of the merger and ending on the 36 month anniversary of such date, referred

to as the Milestone Period.

The Milestone Events and corresponding Milestone Payments are set forth in the table below.

Summary of Milestone Events Payment

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”).

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.

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).

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”)

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

per each incremental increase

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 stock and (ii) the volume weighted average trading price for the combined company

common stock for such trading day.

of December 31, 2021, the Company’s cash on hand was $ 555,967

and marketable securities were $ 11,003,071 .

The Company has incurred a net loss from operations of $ 29,889,045

for the year ended December 31, 2021.

of December 31, 2021, the Company had working capital of $ 11,625,519 ,

stockholders’ equity of $ 23,647,174

including an accumulated deficit of $ 78,561,568 .

During the year ended December 31, 2021, cash flows used in operating activities were $ 19,516,475 ,

consisting primarily of a net loss of $ 29,889,045

and a decrease in trade and other payables

of $ 4,268,961

During the year ended December 31, 2020, cash flows used in operating activities were $11,924,941, consisting

primarily of a net loss from operations of $12,152,214 and a net loss from discontinued operations of $5,428,395.

Since its inception,

the Company has met its liquidity requirements principally through the sale of its common stock in public and private placements.

Development and

commercialization of the Company’s COVID-19 Vaccine Candidate will require the Company to raise significant additional funds

as the project proceeds through clinical trials, the attainment of the required regulatory approvals and the commercialization

of the vaccine.

The timing of these events is difficult to estimate and are unlikely to be fully completed within the next twelve-months.

The Company’s ability to obtain additional capital may depend on prevailing economic conditions and financial, business

and other factors beyond its control.

The COVID-19 pandemic has caused an unstable economic environment globally, and the ultimate

impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are

highly uncertain and cannot be predicted with confidence.

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 the board or management of the Company, may determine are needed.

Disruptions in the global financial

markets may adversely impact the availability and cost of credit, as well as the Company’s ability to raise money in the

capital markets.

Current economic conditions have been and continue to be volatile.

Continued instability in these market conditions

may limit the Company’s ability to access the capital necessary to fund and grow its business.

offset by non-cash share-based compensation of $ 15,036,051 .

Since its inception, the Company has met its liquidity requirements principally through the sale of its common stock in public and private

The Company evaluated

the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s

current financial resources as of the date of the issuance of these consolidated financial statements, are sufficient to fund

its current operating budget and contractual obligations as of December 31, 2020 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 consolidated financial statements.

are measured at the lower of cost or net realizable value.

The cost of inventories is based on the weighted-average principle,

and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing

them to their existing location and condition.

In the case of manufactured inventories and work in progress, costs include an

appropriate share of production overhead based on normal operating capacity.

As the Company discontinued the production and

distribution of all of the Company’s diagnostic tests on July 7, 2020, all inventories amounting to $197,723 was fully impaired

and disposed of as of December 31, 2020.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

the current cash requirements for operations in conjunction with management’s strategic plan and believes

that the Company’s current financial resources as of the date of the issuance of these consolidated financial statements,

are sufficient to fund its current operating budget and contractual obligations as of December 31, 2021 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 consolidated financial statements.

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.

Accordingly, management has since reevaluated the Company’s liquidity

and financial condition and determined that sufficient capital exists to sustain operations one year from the date the financial statement

is issued and therefore substantial doubt has been alleviated.

4 – Trade and Other Payables

and other payables consist of the following:

Accounts Payable –

Schedule of Trade and Other Payables

of December 31,

Payable – Trade

Accrued Expenses

Deferred Compensation

Accounts Payable

Other (Note 3)

Payable – Trade – Related Party

Payable – Other – Related Party

Accrued Expenses – Related Party

Interest Payable – Related Party

and Other Payables, Total

Note 10 for related party information.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Discontinued Operations

Company conducted a strategic review of the screening and testing products business.

Following such review, in early July 2020,

the Company ceased the production and sale of its rapid, point-of-care screening and testing products.

The Company had been experiencing

declining sales revenue and production backlogs for these products and, as it previously reported, had eliminated its sales force

for such products.

assets and liabilities of the discontinued operations have been reflected in the Consolidated Balance Sheet as of December 31,

2020 and consist of the following:

Current Assets:

Current Liabilities:

and Other Payables of Discontinued Operations

Total Current Liabilities

Non-Current Liabilities

Total Liabilities

Shareholders’

Total Liabilities

and Shareholders’

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

results from the discontinued operations have been reflected in the Consolidated Statement of Comprehensive Loss for the year

ended December 31, 2020 and consist of the following:

Product Revenue

Research and Development Expenses

Administrative Expenses

Sales and Marketing Expenses

Regulatory and Compliance Expenses

Litigation Settlement Expenses

Amortization of Non-Current Assets

Impairment of Prepaid Royalties

Impairment of Production Equipment

Impairment of

Intangible Assets

Loss from Discontinued

$ (5,428,395 )

a result of the discontinued operations, the previously presented 2019 financial statements have been revised to present the consolidated

financial statements of the continuing operations separate from the discontinued operations.

The effects on the Consolidated Balance

Sheet as of December 31, 2019 were as follows:

As previously

Marketable Securities

Accounts Receivable,

Deposits and Other

Inventories, net

Prepaid Expenses

Assets –

discontinued operations

Current Assets

Prepaid Expenses,

net of current

Restricted Cash

Plant, Property

and Equipment, net

Intangible assets,

Assets –

discontinued operations

Non-Current Assets

Trade and Other

Liabilities –

discontinued operations

Current Liabilities

Commitments and Contingencies

SHAREHOLDERS’

Preferred Stock,

No par value, 50,000,000 total preferred shares authorized

Common stock, No par value, 100,000,000

shares authorized 1,738,837 issued and outstanding as of December 31, 2019

Accumulated Other

Comprehensive Income

(119,583,130 )

Shareholders’

Liabilities and Shareholders’

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

effects on the Consolidated Statement of Comprehensive Loss for the year ended December 31, 2019 were as follows:

For the Year Ended

Previously Reported

Product Revenue

Research and Development Expenses

Administrative Expenses

Sales and Marketing Expenses

Compliance and Regulatory Expenses

Litigation Settlement Expenses

Amortization of Non-Current Assets

Impairment of

Intangible Assets

from Operations

Other (Income) Expense

Loss on Disposal

of Non-Current Assets

Foreign Currency

Transaction (Gain) Loss

Gain on Investments

and Dividend Income

Total Other Income

Loss from Continuing Operations

from Discontinued Operations

Loss Before Income Taxes

Income Tax Benefit

Other Comprehensive Income

Unrealized Gain on Marketable Securities

Total Other Comprehensive

Comprehensive

$ (3,844,450 )

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

depreciation, amortization and significant operating noncash items of the discontinued operations were as follows:

the Year Ended

Depreciation and amortization

Impairment of Prepaid Royalties

Impairment of intangible assets

Impairment of production equipment

Inventory adjustment for net realizable

Reserve for obsolete inventory

Share based compensation

- shares issued to Chubeworkx

BIOSCIENCES, INC.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

7 - Share-based Compensation

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;

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 December 31, 2021 and 2020, MyMD

had advanced MyMD Florida $ 3,000,000

and $ 1,200,000 ,

respectively, under the Bridge Loan Note plus accrued interest totaling $ 26,137 .

The balance of $ 3,026,137

as of December 31, 2021 was eliminated on consolidation.

Note 6 - Stock - based Compensation

incentive Plans

Stock Incentive Plan

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.

Plan provides for the issuance of up to 4,323 shares of the Company’s common stock.

As of December 31, 2020, grants of restricted

stock and options to purchase 2,813 shares of Common Stock have been issued pursuant to the 2013 Plan, and 1,510 shares of Common

Stock remain available for issuance.

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.

As of December 31, 2021, grants of restricted stock and options to purchase 1,407

shares of Common Stock have been issued

pursuant to the 2013 Plan, and 755

shares of Common Stock remain available

for issuance.

Stock Incentive Plan

August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”).

2017 Plan provides for the issuance of up to 7,031 shares of the Company’s common stock.

As of December 31, 2020, grants

of restricted stock and options to purchase 3,064 shares of Common Stock have been issued pursuant to the 2017 Plan, and 3,967

shares of Common Stock remain available for issuance.

December 21, 2016, the shareholders approved, and the Company adopted the 2016 Stock Incentive Plan (“2016 Plan”).

Plan provides for the issuance of up to 50,000,000

shares of the Company’s common stock.

As of December 31, 2021, 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.

Stock Incentive Plan

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 1,120,125 shares of the Company’s common stock.

August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”).

Plan provides for the issuance of up to 3,516

shares of the Company’s common stock.

As of December 31, 2021, grants of restricted stock and options to purchase 1,532

shares of Common Stock have been issued

pursuant to the 2017 Plan, and 1,984

shares of Common Stock remain available

for issuance.

Stock Incentive Plan

December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”).

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 560,063

shares of the Company’s common stock.

As of December 31, 2021, grants of RSUs to purchase 263,026

804,963 shares of Common Stock have been issued pursuant to the 2018 Plan, and 315,162 shares of Common Stock remain available

shares of Common Stock have been issued

pursuant to the 2018 Plan, and 297,037

shares of Common Stock remain available

for issuance.

BIOSCIENCES, INC.

Stock Incentive Plan

April 15, 2021, the shareholders approved, and the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”).

Plan provides for the issuance of up to 7,228,184

shares of the Company’s common stock.

As of December 31, 2021, grants of RSUs to purchase 2,795,000

shares of Common Stock have been issued

pursuant to the 2021 Plan, and 4,433,184

shares of Common Stock remain available

for issuance.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

7 - Share-based Compensation, continued

following table summarizes the option activities for the years ended December 31, 2020:

Note 6 - Stock-based Compensation, continued

following table summarizes the activities for MyMD stock options for the year ended December 31, 2021:

Summary of Stock Options Activity

at December 31, 2020

2 unchanged sentences

as of December 31, 2021

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing

stock price of $1.99 for the Company’s common shares on December 31, 2020.

As the closing stock price on December 31, 2020

is lower than the exercise price, there is no intrinsic value to disclose.

Company had no outstanding stock options as of December 31, 2020.

the years ended December 31, 2020 and 2019, the Company incurred stock option expenses totaling $0 and $0, respectively.

BIOSCIENCES, INC.

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price

for the Company’s common shares on December

31, 2021 and the closing stock price of $ 3.98 for the Company’s common shares on December 31, 2020.

All of the Company’s outstanding stock options

are fully vested and exercisable.

During the years ended December 31, 2021 and 2020,

the Company incurred stock option expenses totaling $ 15,036,051 and $ 2,864,145 , respectively.

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 September 30, 2021, 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.

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).

recorded expenses of $ 15,036,051 for the assumption of the options and the modification of the terms which is included on the 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.

Adoption of 2021 Equity Incentive Plan

Pursuant to the Merger Agreement, at the effective

time of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was approved by the Company’s

stockholders on April 15, 2021.

The 2021 Plan provides for the granting of incentive stock options, nonqualified stock options, stock

appreciation rights, restricted stock, restricted stock units, performance awards, and other awards which may be granted singly, in combination

or in tandem, and which may be paid in cash or shares of Company Common Stock.

At the effective time of the Merger, the number of shares

of Company Common Stock that are reserved for issuance pursuant to awards under the 2021 Plan is 7,228,184 shares (post-Reverse Stock

As of December 31, 2021, 4,433,184 shares remain available for issuance.

The 2021 Plan will terminate on April 16, 2031,

the tenth anniversary of its effective date.

No award may be made under the 2021 Plan after its expiration date.

In connection with the

2021 Plan, the Board adopted forms of (i) a Nonqualified Stock Option Agreement, (ii) an Incentive Stock Option Agreement and (iii) a

Restricted Stock Award Agreement.

Pursuant to the Incentive Stock Option Agreement,

participants will be granted options to purchase shares of Company Common Stock at a price equal to the fair market value per share of

the Company Common Stock on the date of grant or 110% of such fair market value, in the case of a ten percent (10%) or more stockholder

as provided in Section 422 of the United States Internal Revenue Code of 1986.

Options granted pursuant to the Incentive Stock Option

Agreement will expire on the date immediately preceding the tenth anniversary of the date of grant (or the date immediately preceding

the fifth anniversary of the date of grant, in the case of a ten percent (10%) or more stockholder, as provided in Section 422 of the

Code), unless terminated earlier.

Pursuant to the Nonqualified Stock Option Agreement,

participants will be granted options to purchase shares of Company Common Stock at a price equal to the fair market value per share of

the Company Common Stock on the date of grant.

The options issued pursuant to the Nonqualified Stock Option Agreement will expire on

the date immediately preceding the tenth anniversary of the date of grant, unless terminated earlier.

Pursuant to the Restricted Stock Award Agreement,

participants will be granted restricted stock subject to such restrictions, price and vesting requirements set forth at the discretion

of the Compensation Committee of the Company’s Board of Directors or such other committee appointed or designated by the Company’s

Board of Directors to administer the 2021 Plan (the “Committee”).

Restricted stock granted to participants pursuant to the

Restricted Stock Award Agreement may be converted into the number of shares of Company Common Stock equal to the number of restricted

stock units at such time as such units are no longer subject to restrictions as established by the Committee.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

7 - Share-based Compensation, continued

March 29, 2019, the Compensation Committee of the Board of Directors approved the grant of 5,201 Restricted Stock Units (“RSU”)

6 - Stock-based Compensation, continued

March 29, 2019, the Compensation Committee of the Board of Directors approved the grant of 2,601

Restricted Stock Units (“RSU”)

to each of the three directors.

Each RSU had a grant date fair value of $23.28 which shall be amortized on a straight-line basis

over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss.

Each RSU had a grant date fair value of $ 46.56

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

1 unchanged sentence

Upon vesting, such RSUs shall be settled with the issuance of common stock.

The Company stock underlying these RSUs are subject to a lock-up/leak-out agreement for a period of 180 days from the effective

date of the merger with MyMD (Note 3).

September 11, 2020, the Compensation Committee of the Board of Directors approved grants totaling 789,360 Restricted Stock Units

to the Company’s four directors.

Each RSU had a grant date fair value of $2.24 which shall be amortized on a straight-line

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.

were granted under the 2018 Plan, as amended.

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.

of December 31, 2020, the unamortized value of the RSUs was $1,364,879.

A summary of activity related to the RSUs for the year

ended December 31, 2020 is as follows:

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

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.

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.

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 the date of this filing, 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 2,795,000 Restricted Stock Units to the Company’s six directors and seven key

Each RSU had a grant date fair value of $ 8.09 which will be amortized upon vesting into administrative expenses within the

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 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 stock equals or exceeds

$5.00 during such trading day period .

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 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.

The following is the status of outstanding restricted stock units

outstanding as of December 31, 2021 and changes for the year ended December 31, 2021:

Summary of Restricted Stock Units Activity

at December 31, 2020

2 unchanged sentences

as of December 31, 2021

the years ended December 31, 2020 and 2019, the Company incurred RSU expense of $404,589 and $362,005, respectively.

BIOSCIENCES, INC.

As of December 31, 2021 and 2020, the unamortized

value of the RSUs was $ 22,611,550 and $ 0 , respectively.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

7 - Share-based Compensation, continued

Stock Warrants

table below summarizes the warrant activity for the year ended December 31, 2020:

at December 31, 2019

Canceled/Expired

at December 31, 2020

Preferred Stock

holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the Certificate of Designation for each

class of preferred shares or warrants, at meetings of the Company.

As of December 31, 2021, 50,000,000

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing

stock price of $1.99 for the Company’s common shares on December 31, 2020.

All warrants were vested on date of grant.

BIOSCIENCES, INC.

shares of Preferred Stock were authorized

and four classes of Preferred Stock or Warrants are designated.

D Convertible Preferred Stock

March 24, 2020, the Company designated 211,353 Series D Convertible Preferred Shares, no par value with a stated value of $ 0.01 per share

and filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate

of Designation”) with the Secretary of State of the State of New Jersey.

Pursuant to the Certificate of Designation, in the event

of the Company’s liquidation 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.

holder of Preferred Stock is entitled at any time to convert any whole or partial number of shares of Preferred Stock into shares of

the Company’s common stock determined by dividing the Stated Value of the Preferred Stock being converted by the conversion price

of $ 0.01 per share.

holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of the Company’s common 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 stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial Ownership Limitation”).

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 the Company.

to the Beneficial Ownership Limitation, on any matter presented to the Company’s stockholders for their action or consideration

at any meeting of the Company’s stockholders (or by written consent of stockholders in lieu of a meeting), each holder of Preferred

Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company’s common stock into which

the shares of 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 Preferred Stock beneficially owned by such holder).

Except as otherwise

required by law or by the other provisions of the Company’s certificate of incorporation, the holders of Preferred Stock will vote

together with the holders of the Company’s common stock and any other class or series of stock entitled to vote thereon as a single

holder of Preferred Stock shall be entitled to receive dividends as and when paid to the holders of the Company’s common stock

on an as-converted basis.

of December 31, 2021, the Company had 72,992 shares of Series D Convertible Preferred Stock outstanding which represent 36,496 underlying

shares of the Company Common Stock.

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

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.

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

February 11, 2021, 466,216 shares of common stock issued pursuant to that certain Securities Purchase Agreement, dated November 11, 2020,

by and between the Company and certain institutional and accredited investors were cancelled and 466,216 prefunded warrants (as defined

therein) were issued at the request of a shareholder.

May 18, 2021, 466,216 prefunded warrants were exercised in exchange for 466,716 shares of common stock.

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.

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 Consolidated Balance Sheet

as of December 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.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

7 - Share-based Compensation, continued

Note 7 – Equity, continued

Common Stock Warrants

table below summarizes the pre-funded warrant activity for the year ended December 31, 2020:

at December 31, 2019

The table below summarizes the warrant activity

for the year ended December 31, 2021:

Summary of Warrant Activity

Balance at December 31, 2020

Canceled/Expired

at December 31, 2020

as of December 31, 2020

pre-funded warrants were vested on date of grant and are exercisable at any time.

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the closing stock

price of $1.99 for the Company’s common shares on December 31, 2020.

the year ended December 31, 2020, pre-funded warrants to purchase 795,000 shares of common stock were exercised at an exercise

price of $0.0001 per share, yielding net proceeds of $80.

Series ‘C’

Stock Warrants

Balance at December 31, 2021

Exercisable as of December 31, 2021

The aggregate intrinsic value is calculated as

the difference between the exercise price of the underlying awards and the closing stock price of $ 6.06 for the Company’s common

shares on December 31, 2021.

All warrants were vested on date of grant.

During the year ended December 31, 2021, warrant

holders exercised 289,058 Common Stock Warrants for 289,058 shares of the Company’s common stock generating net proceeds of $ 1,189,840 .

Pre-funded Common Stock Warrants

The table below summarizes the pre-funded warrant

activity for the year ended December 31, 2021:

Summary of Warrant Activity

Balance at December 31, 2020

Canceled/Expired

Balance at December 31, 2021

Exercisable as of December 31, 2021

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 $ 6.06 for the Company’s common shares on December 31, 2021.

February 16, 2022, a warrant holder exercised 385,135

pre-paid equity forward contracts for

shares of the Company’s common stock.

C Convertible Preferred Stock Warrants

table below summarizes the warrant activity for the year ended December 31, 2021:

Summary of Warrant Activity

at December 31, 2020

2 unchanged sentences

as of December 31, 2021

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing

stock price of $1.99 for the Company’s common shares on December 31, 2020.

preferred series ‘C’

warrants were vested on date of grant.

the year ended December 31, 2020, 1,935,000 warrants to purchase 1,935,000 shares of the Company’s common stock were exercised

yielding net proceeds of $7,740,000.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

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

On December 30, 2019, the Company’s

shareholders approved an increase to 100,000,000 of the number of the authorized shares of Common Stock.

holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the Certificate of Designation

for each class of preferred shares or warrants, at meetings of the Company.

As of December 31, 2020, 50,000,000 shares of Preferred

Stock were authorized and four classes of Preferred Stock or Warrants are designated as described below.

A Convertible Preferred Stock

September 14, 2012, the Company designated 10,000,000 Series A Convertible Preferred Shares, $0.001 par value, with a stated value

The Series A Convertible Preferred Shares have the following rights:

Preferred stockholders have voting rights equal to the number of common shares stockholder would own upon conversion

of shares of preferred stock.

The holders of the Convertible Preferred Stock are entitled to receive preferential dividends at a rate of $0.00135 per

Such dividends compound annually and are fully cumulative and have priority to any dividends on common stock.

Preferences :

The holders of the Convertible Preferred Stock are entitled to receive liquidation preferences for payment

of any dividends due the holders.

After payment of the liquidation preferences, the remaining assets, if any, are to be distributed

to the holders of the Convertible Preferred Stock and common stock on a pro rata basis.

One share of the Convertible Preferred Stock is convertible into five shares of the Company’s common stock at the option

of the holder.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

C Convertible Preferred Stock

December 9, 2019, the Company designated 1,990,000 Series C Convertible Preferred Shares, no par value with a stated value of

The Series C Preferred Shares have the following rights.

Except as otherwise expressly provided or otherwise required by law, the

holders of shares of Series C Preferred Stock shall have no voting rights.

However, as long as any shares of Preferred Stock are

outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of

Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend

the Certificate of Designation, (b) increase the number of authorized shares of Preferred Stock, or (c) enter into any agreement

with respect to any of the foregoing.

with respect to any of the foregoing

Except for stock dividends or distributions for which adjustments are to be

made, holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series C 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 shall be paid on shares of Series C Preferred

Preferences :

Upon any liquidation, dissolution or winding-up of Company, whether

voluntary or involuntary (a “

Liquidation ”), the Holders shall be entitled to participate on an

as-converted-to-Common Stock basis with holders of the Common Stock in any distribution of assets of the Company to the holders

of the Common Stock.

Each share of Series C Preferred Stock shall be convertible, at any time and from time to

time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock determined

by dividing the Stated Value of such share of Series C Preferred Stock by the Conversion Price then in effect.

D Convertible Preferred Stock

March 24, 2020, the Company designated 211,353 Series D Convertible Preferred Shares, no par value with a stated value of $0.01

per share and filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock

(the “Certificate of Designation”) with the Secretary of State of the State of New Jersey.

Pursuant to the Certificate

of Designation, in the event of the Company’s liquidation 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.

holder of Preferred Stock is entitled at any time to convert any whole or partial number of shares of Preferred Stock into shares

of the Company’s common stock determined by dividing the Stated Value of the Preferred Stock being converted by the conversion

price of $0.01 per share.

holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of the Company’s common 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 stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial

Ownership Limitation”).

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 the Company.

to the Beneficial Ownership Limitation, on any matter presented to the Company’s stockholders for their action or consideration

at any meeting of the Company’s stockholders (or by written consent of stockholders in lieu of a meeting), each holder of

Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company’s common

stock into which the shares of 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 Preferred Stock beneficially owned by such

Except as otherwise required by law or by the other provisions of the Company’s certificate of incorporation, the

holders of Preferred Stock will vote together with the holders of the Company’s common stock and any other class or series

of stock entitled to vote thereon as a single class.

holder of Preferred Stock shall be entitled to receive dividends as and when paid to the holders of the Company’s common

stock on an as-converted basis.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

E Junior Participating Preferred Stock (Rights Agreement)

September 9, 2020 the Company designated 100,000 Series E Junior Participating Preferred Shares, no par value with a stated value

The Series E Junior Participating Preferred Shares have the following rights.

Company’s board of directors (the “Board”) declared a dividend of one preferred share purchase right (a “Right”)

for each of the Company’s issued and outstanding shares of common stock.

The dividend is payable to the stockholders of

record on September 21, 2020 (the “Record Date”).

Each Right entitles the registered holder, subject to the terms

of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s

Series E Junior Participating Preferred Stock, no par value with a stated value of $0.001 (the “Preferred Stock”)

at $15.00 (the “Purchase Price”), subject to certain adjustments.

The description and terms of the Rights are set

forth in the Rights Agreement dated as of September 9, 2020 (the “Rights Agreement”) between the Company and VStock

Transfer, LLC, as Rights Agent (the “Rights Agent”).

Rights will not be exercisable until the earlier to occur of (i) the tenth business day following a public announcement or filing

that a person has, or affiliates or associates of such person have, become an “Acquiring Person,”

which is defined

as a person, or affiliates or associates of such person, who, at any time after the date of the Rights Agreement, has acquired,

or obtained the right to acquire, Beneficial Ownership of 10% or more of the Company’s outstanding shares of common stock,

subject to certain exceptions, or (ii) the tenth business day (or such later date as may be determined by action of the Board

prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement

of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any

person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”).

Beneficial Ownership,

as defined in the Rights Agreement, includes certain interests in securities created by derivatives contracts, which are beneficially

owned, directly or indirectly, by a counterparty (or any of such counterparty’s affiliates or associates) under any derivatives

contract to which such person or any of such person’s affiliates or associates is a receiving party (as such terms are defined

in Rights Agreement), subject to certain limitations.

the Distribution Date, (i) the Rights will be evidenced by the common stock certificates (or, for uncertificated shares of common

stock, by the book-entry account that evidences record ownership of such shares) and will be transferred with, and only with,

such Common Stock, and (ii) new common stock certificates issued after the Record Date will contain a legend incorporating the

Rights Agreement by reference (for book entry common stock, this legend will be contained in the notations in book entry accounts).

Until the earlier of the Distribution Date and the Expiration Date (defined below), the transfer of any shares of common stock

outstanding on the Record Date will also constitute the transfer of the Rights associated with such shares of common stock.

soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to

each record holder of the common stock as of the close of business on Distribution Date separate rights certificates evidencing

the Rights (“Right Certificates”), and such Right Certificates alone will evidence the Rights.

The Company may choose

book entry in lieu of physical certificates, in which case, references to “Rights Certificates”

shall be deemed to

mean the uncertificated book entry representing the Rights.

Rights, which are not exercisable until the Distribution Date, expire upon the earliest to occur of (i) the close of business

on September 8, 2021;

(ii) the time at which the Rights are redeemed or exchanged pursuant to the Rights Agreement;

the time at which the Rights are terminated upon the closing of any merger or other acquisition transaction involving the Company

pursuant to a merger or other acquisition agreement that has been approved by the Board prior to any person becoming an Acquiring

Person (the earliest of (i), (ii), and (iii) is referred to as the “Expiration Date”).

share of Preferred Stock will be entitled to a preferential per share dividend rate equal to the greater of (i) $0.001 and (ii)

the sum of (1) 1,000 times the aggregate per share amount of all cash dividends, plus (2) 1,000 times the aggregate per share

amount (payable in kind) of all non-cash dividends or other distributions other than certain dividends or subdivisions of the

outstanding shares of common stock.

Each Preferred Stock will entitle the holder thereof to a number of votes equal to 1,000 on

all matters submitted to a vote of the stockholders of the Company.

In the event of any merger, consolidation or other transaction

in which shares of common stock are exchanged, each Preferred Stock will be entitled to receive 1,000 times the amount received

per one share of common stock.

Pursuant to the Rights Agreement, the preferential rates noted above may be adjusted in the event

that the Company (i) pays dividends in common stock, (ii) subdivides the outstanding common stock or (iii) combines outstanding

Common Stock into a smaller number of shares.

Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of

the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend, or a subdivision,

combination or reclassification of the Preferred Stock, (ii) if the holders of Preferred Stock are granted certain rights, options

or warrants to subscribe for the applicable Preferred Stock or securities convertible into the applicable Preferred Stock at less

than the current market price of the applicable Preferred Stock, or (iii) upon the distribution to holders of Preferred Stock

of evidences of indebtedness, cash (excluding regular quarterly cash dividends), assets (other than dividends payable in Preferred

Stock) or subscription rights or warrants (other than those referred to in (ii) immediately above).

The number of outstanding

Rights and the number of one one-thousandths of a Preferred Stock issuable upon exercise of each Right are also subject to adjustment

in the event of a stock split, reverse stock split, stock dividends and other similar transactions.

some exceptions, no adjustment in the purchase price relating to a Right will be required until cumulative adjustments amount

to at least one percent (1%) of the purchase price relating to the Right.

No fractional shares of Preferred Stock are required

to be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) and, in lieu

of the issuance of fractional shares, the Company may make an adjustment in cash based on the market price of the Preferred Stock

on the trading date immediately prior to the date of exercise.

the event that a person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right will

thereafter have the right to receive, upon exercise, common stock (or, in certain circumstances, other securities, cash or other

assets of the Company) having a value equal to two (2) times the exercise price of the Right.

Notwithstanding any of the foregoing,

following the occurrence of a person becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified

in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null and void

and any holder of such Rights (including any purported transferee or subsequent holder) will be unable to exercise or transfer

any such Rights.

However, Rights are not exercisable following the occurrence of a person becoming an Acquiring Person until the

Distribution Date.

the event that, after a person or a group of affiliated or associated persons has become an Acquiring Person, the Company is acquired

in a merger or other business combination transaction, or 50% or more of the Company’s assets or earning power are sold,

proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise of a

Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its

parent) that at the time of such transaction have a market value of two (2) times the exercise price of the Right.

any time before any person or group of affiliated or associated persons becomes an Acquiring Person, the Board may redeem the

Rights in whole, but not in part, at a price of $0.001 per Right (subject to certain adjustments) (the “Redemption Price”).

The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole

discretion may establish.

Immediately upon the action of the Board electing to redeem or exchange the Rights, the right to exercise

the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

Board may, at its option, at any time after the first occurrence of a Flip-in Event (as defined in the Rights Agreement), exchange

all or part of the then outstanding and exercisable Rights for shares of common stock at an exchange ratio of one share of common

stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the

effective date.

However, the Board shall not effect such an exchange at any time after any person, together with all affiliates

and associates of such person, becomes a beneficial owner of 50% or more of the outstanding shares of common stock.

upon the action of the Board to exchange the Rights, the Rights will terminate and the only right of the holders of Rights will

be to receive the number of shares of Common equal to the number of Rights held by such holder multiplied by the exchange ratio.

a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including,

without limitation, the right to vote or to receive dividends.

Board may amend or supplement the Rights Agreement without the approval of any holders of Rights at any time so long as the Rights

are redeemable.

At any time the Rights are no longer redeemable, no such supplement or amendment may (i) adversely affect the

interests of the holders of Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person), (ii)

cause the Rights Agreement to become amendable other than in accordance with Section 27 of the Rights Agreement, or (iii) cause

the Rights again to become redeemable.

Company does not anticipate any material impact on the consolidated financial statements.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Equity, continued

December 9, 2019, the Company entered into that certain “Purchase Agreement”

pursuant to which the Company agreed

to sell an aggregate of 613,500 shares of Common Stock, 1,376,500 pre-funded warrants (the “Pre-funded Warrants”),

Preferred ‘C’

warrants to purchase approximately 1,990,000 shares of Common Stock (the “Preferred ‘C’

Warrants”) and Underwriter’s Warrants to purchase approximately 159,200 shares of Common Stock (the “Underwriter’s

Warrants”).

The combined purchase price for one share of Common Stock was $4.00 and each Pre-funded Warrant was priced at

$3.9999 with (the “Offering”).

The Purchase Agreement contains customary representations, warranties, and covenants

by the Company.

Through the Offering, the Company raised proceeds of $6,965,635, net of offering costs of $994,227.

costs were allocated on a pro rata basis to the proceeds from the sale of each of the Common Stock and the pre-funded warrants.

Pre-Funded Warrant has an initial exercise price of $0.0001 per share and is exercisable immediately after the date of issuance.

Subject to limited exceptions, a holder of the Pre-Funded Warrants will not have the right to exercise any portion of such securities

if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s

Common Stock outstanding immediately after the exercise.

The exercise price of the Pre-Funded Warrants, and in some cases the

number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, will be subject to adjustment in the event

of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock.

The pre-funded

warrants represented prepaid equity forward contracts that were equity classified, as they were not subject to ASC 480 and did

not meet the definition of a derivative under ASC 815 due to their requiring a substantial upfront payment.

Preferred ‘C’

Warrant has an initial exercise price of $4.00 per share, is exercisable immediately after the date

of issuance and will expire five years from December 30, 2019, the date it became exercisable.

Subject to limited exceptions,

a holder of the Preferred ‘C’

Warrants will not have the right to exercise any portion of such securities if the holder,

together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common

Stock outstanding immediately after the exercise.

The exercise price of the Preferred ‘C’

Warrants, and in some cases

the number of shares of Common Stock issuable upon exercise of the Preferred ‘C’

Warrants, will be subject to adjustment

in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock.

Underwriter’s Warrant has an initial exercise price of $5.00 per share, will be exercisable immediately after the

date of issuance and will expire five years from December 30, 2019, the date it became exercisable.

Subject to limited exceptions,

a holder of the Underwriter’s Warrants will not have the right to exercise any portion of such securities if the holder,

together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common

Stock outstanding immediately after the exercise.

The exercise price of the Underwriter’s Warrants, and in some cases the

number of shares of Common Stock issuable upon exercise of the Underwriter’s Warrants, will be subject to adjustment in

the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the Common Stock.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Equity, continued

Transactions, continued

addition, the Warrants provide that, in the event of a fundamental transaction (as such term is described in the Warrant), the

holder of such Warrant, at the holder’s option, may receive, for each warrant share (as such term is described in the Warrant)

that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number

of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and

any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common

Stock for which the Warrant is exercisable immediately prior to such fundamental transaction.

If holders of Common Stock are given

any choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given

the same choice as to the alternate consideration it receives upon any exercise of the Warrant following such fundamental transaction.

The Company shall cause any successor entity (as such term is described in the Warrant), at the option of the holder, to deliver

to the holder in exchange for the Warrant a security of the successor entity evidenced by a written instrument substantially similar

in form and substance to the Warrant which is exercisable for a corresponding number of shares of capital stock of such successor

entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of the Warrant

(without regard to any limitations on the exercise of this Warrant) prior to such fundamental transaction, and with an exercise

price which applies the exercise price hereunder to such shares of capital stock.

Offering was made pursuant to a registration statement on Form S-1 (Files No.

333-234447 and 333-235359 previously filed with

the Securities and Exchange Commission on November 1, 2019 and declared effective on December 5, 2019.

Such securities are being

offered only by means of a prospectus.

the year ended December 31, 2019, pursuant to his October 2018 employment agreement, the Company issued 1,563 shares of Common

Stock under the 2017 Plan to Mr.

Yeaton, with a fair value on the date of grant, of $27,367.

April 8, 2020, pursuant to a securities purchase agreement with certain institutional and accredited investors, the Company issued

and sold in a registered direct offering (the “April Offering”) an aggregate of 766,667 shares of common stock of

the Company at an offering price of $6.00 per share, for gross and net proceeds of $4,600,002 and $4,086,207, respectively.

connection with the April Offering, the Company issued to the placement agent or designees warrants to purchase up to 61,333 shares

of its common stock at an exercise price of $7.50 (the “April Placement Agent Warrants”) in a private placement.

April Placement Agent Warrants will be 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 years from the effective date of the April Offering.

May 18, 2020, pursuant to a securities purchase agreement with certain institutional and accredited investors, the Company issued

and sold in a registered direct offering (the “May Offering”) an aggregate of 1,366,856 shares of its common stock

at an offering price of $3.53 per share, for gross and net proceeds of $4,825,002 and $4,320,720, respectively.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

connection with the May Offering, the Company issued to the placement agent or designees warrants to purchase up to 109,348 shares

of its common stock at an exercise price of $4.4125 (the “May Placement Agent Warrants”) in a private placement.

May Placement Agent Warrants will be 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 years from the effective date of the May Offering.

August 13, 2020, pursuant to a securities purchase agreement with certain institutional and accredited investors,

dated August 11, 2020, the Company issued and sold in a registered direct offering (the “August Offering”) an aggregate

of 1,207,744 shares of its common stock at an offering price of $5.67 per share, for gross and net proceeds of $6,847,908 and

$6,158,034, respectively.

connection with the August Offering, the Company issued to the placement agent or designees warrants to purchase up to 96,620

shares of its common stock at an exercise price of $7.0875 (the “August Placement Agent Warrants”) in a private placement.

The August Placement Agent Warrants will be 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 years from the effective date of the August Offering.

November 17, 2020, pursuant to the Private Placement SPA, the Company issued and sold in the Private Placement an

aggregate of 8,725,393 shares of its common stock and 1,040,540 Pre-Funded Warrants at an offering price of $1.85 per share,

for gross and net proceeds of $18,066,976 and $16,362,786, respectively.

connection with the Private Placement, the Company issued Investor Warrants to purchase up to 9,765,933 shares of

common stock at an exercise price of $2.06.

The Investor 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 and one-half years from the effective date of the Private

connection with the Private Placement, the Company issued to the Placement Agent or designees the Placement Agent

Warrants to purchase up to 390,368 shares of its common stock at an exercise price of $1.85 in a private placement.

The Placement

Agent 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 and one-half years from the effective date of the Private Placement.

the year ended December 31, 2020, 138,361 shares of Series D Preferred Stock were converted to 138,361 common shares.

As of December

31, 2020, 72,992 shares of Series D Preferred Stock were issued and outstanding.

the year ended December 31, 2020, warrants to purchase an aggregate of 1,935,000 shares of Series C Convertible Preferred Stock

were exercised at an exercise price of $4.00 per share, yielding proceeds of $7,740,000 and immediately converted to 1,935,000

shares of common stock.

the year ended December 31, 2020, Pre-Funded Warrant holders from the December 9, 2019 public offering exercised warrants

for the purchase of 795,000 shares of Common Stock, with an exercise price of $0.0001 per common share, raising net proceeds of

BIOSCIENCES, INC.

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price

of $ 6.06 for the Company’s common shares on December 31, 2021.

All Series C Convertible Preferred Stock Warrants were vested on

date of grant.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Company’s income tax (benefit)/provision is as follows:

8 – Income Taxes

The values represented in the tables below for

the year ended December 31, 2020 are for Akers Biosciences, Inc as pre-merger MyMD Florida and Supera were pass through entities for

income tax purposes.

Company’s income tax (benefit)/provision is as follows:

Schedule of Income Tax (Benefit)/ Provision

Ended December 31,

Change in Valuation

Income Tax Benefit

( 6,219,000 )

( 1,958,000 )

in Valuation Allowance

reconciliation of income taxes using the statutory U.S.

income tax rate and the benefit from income taxes for the years ended

December 31, 2020 and 2019 are as follows:

income tax rate and the benefit from income taxes for the years ended December

31, 2020 and 2019 are as follows:

Schedule of Reconciliation of Income Taxes Using Statutory U.S.

Income Tax Rate and Benefit from Income Taxes

Ended December 31,

Statutory U.S.

Federal Income

New Jersey State

income taxes, net of U.S.

Federal Income Tax Rate

Jersey State income taxes, net of U.S.

Federal tax effect

True-up for prior year deferred tax

Change in Valuation

of December 31, 2020 and 2019, the Company had Federal net operating loss carry forwards of approximately $100,615,000 and $79,678,000,

expiring through the year ending December 31, 2037 for net operating losses originating in tax years beginning before January

Net operating losses recorded in tax years beginning January1, 2018 and after are allowed for an indefinite carryforward

period but limited to 80% of each subsequent year’s net income.

As of December 31, 2020 and 2019, the Company had New

Jersey state net operating loss carry forwards of approximately $7,548,000 and $28,855,000, expiring through the year ending December

The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited

by provisions of the Internal Revenue Code regarding changes in ownership of corporations.

Such limitation may have an impact

on the ultimate realization of its carryforwards and future tax deductions.

Section 382 of the Code, use of our net operating loss carryforwards (“NOLs”) will be limited if we experience a cumulative

change in ownership of greater than 50% in a moving three-year period.

We will experience an ownership change as a result of the

Merger and therefore our ability to utilize our NOLs and certain credit carryforwards remaining at the Effective Time will be

The limitation will be determined by the fair market value of our common stock outstanding prior to the ownership change,

multiplied by the applicable federal rate.

It is expected that the Merger will impose a limitation on our NOLs.

Adjustment to deferred tax assets

in Valuation Allowance

of December 31, 2021, and 2020, the Company had U.S.

federal net operating loss carry forwards of approximately $ 101.9 million and $ 100.6

million, respectively.

Approximately $ 57.7 million of the U.S.

federal net operating loss generated in tax years beginning before January

1, 2018 expire beginning with the year ending December 31, 2022 through 2037 .

The remaining U.S.

federal net operating loss of approximately

$ 44.2 million does not expire, however it is limited to 80 %

of each subsequent year’s net income.

As of December 31, 2021, and 2020, the Company had U.S.

state net operating loss carry forwards of approximately $ 38.2 million and $ 7.5

million, respectively, some of which expire beginning with the year ending December

31, 2022 through 2041 .

The timing and

manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue

Code regarding changes in ownership of corporations.

Such limitation may have an impact on the ultimate realization of its carryforwards

and future tax deductions.

Section 382 of the Code, use of the Company’s net operating loss carryforwards is limited if the Company experiences a cumulative

change in ownership of greater than 50 %

in a moving three-year period.

experienced an ownership change as a result of the Merger and therefore the Company’s ability to utilize its net operating loss

and certain credit carryforwards are limited.

The limitation is determined by the fair market value of the Company’s common stock

outstanding immediately prior to the ownership change, multiplied by the applicable federal rate.

It is expected that the Merger caused

the Company’s net operating loss carryforwards to be limited.

However, the limitation had no immediate impact on the Company’s

financial statements since the Company recorded a full valuation allowance for the deferred tax assets as of December 31, 2021 and 2020.

principal components of the deferred tax assets and related valuation allowances as of December 31, 2021 and 2020 are as follows:

Schedule of Deferred Tax Assets and Related Valuation Allowances

Ended December 31,

Reserves and other

Net operating loss carry-forwards

Research and development tax credit

Valuation Allowance

operating loss carry-forwards

and development tax credit

Share-based compensation

( 28,336,000 )

( 22,117,000 )

BIOSCIENCES, INC.

deferred tax asset

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

8 - Income Tax Expense, continued

valuation allowance for deferred tax assets as of December 31, 2020 and 2019 was $22,117,000 and $20,159,000.

The change in the

total valuation for the years ended December 31, 2020 and 2019 were increases of $1,958,000 and $738,000, respectively.

the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the

deferred tax assets will not be realized.

ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which

the net operating losses and temporary differences become deductible.

Management considered projected future taxable income and

tax planning strategies in making this assessment.

Furthermore, during December 2019, the shares issued to investors in the capital

raise resulted in a greater than 50% change in ownership under the Internal Revenue Service regulations.

This change in ownership

will result in limitations to the amount of net operating loss carryforwards that may be utilized in future years to offset future

taxable income.

The value of the deferred tax assets was fully offset by a valuation allowance, due to the current uncertainty

of the future realization of the deferred tax assets.

Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes

in the Consolidated Statement of Comprehensive Loss.

As of January 1, 2020, the Company had no unrecognized tax

benefits and no charge during 2020, and accordingly, the Company did not recognize any interest or penalties during 2020

related to unrecognized tax benefits.

There is no accrual for uncertain tax positions as of December 31, 2020.

valuation allowance for deferred tax assets increased by approximately $ 6.2 million and $ 2.0 million, for the years ended December 31,

2021 and 2020, respectively, due mainly to increases in the Company’s deferred tax asset related to its net operating loss carryforward.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all

of the deferred tax assets may be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future

taxable income during the periods in which the net operating losses and temporary differences become deductible.

Management considers

projected future taxable income and tax planning strategies in making this assessment.

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.

There were no amounts accrued for penalties and interest for the years ended December 31, 2021 and 2020.

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.

Company files U.S.

federal income tax returns and state income tax returns.

and state income tax returns filed for the

tax years ending on December 31, 2017 and thereafter are subject to examination by the relevant taxing authorities.

Since the Company had losses in the past, all prior years

that generated net operating loss carryforwards are open and subject to audit examination in relation to the net operating loss generated

from those years.

9 – Commitments and Contingencies

December 4, 2019, the Company formed an advisory board (the “Advisory Board”) with expertise in the hemp and minor

cannabinoid sectors.

The Advisory Board will assist the Board of Directors in its strategic review including, potentially, the

extraction, testing, purification and formulation of safe cannabinoids within the hemp industry.

During December 2019, the Company

appointed two members to the Advisory Board.

Compensation over the term of service shall consist of an award of shares of the

Company’s stock with a value of $25,000 for each advisor.

During the years ended December 31, 2020 and 2019, the Company

expensed $50,000 and $-, respectively, which is included in Administrative Expenses on the Statements of Comprehensive Loss.

Advisory Board was disbanded as of December 31, 2020.

BIOSCIENCES, INC.

Advisory Board

On February 1, 2021,

the Company formed the Scientific Advisory Board to (i) provide strategic advice and make recommendations to the Board regarding

current and planned research and development programs, (ii) advise the Board regarding the scientific merit of technology or products

involved in licensing and acquisition opportunities and (iii) provide strategic advice to the Board regarding emerging science and technology

issues and trends.

During the years ended December 31, 2021 and 2020, the Company incurred costs of $ 174,000 and $ 0 , respectively.

These expenses are included in Research and Development Expenses on the Consolidated Statement of Comprehensive Loss.

December 2019, a novel strain of coronavirus, COVID-19, 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.

ultimate impact of the global COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change.

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.

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.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

1 unchanged sentence

9 – Commitments and Contingencies, continued

ultimate impact of the 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 the Company’s

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 the Company’s business, vaccine development efforts, healthcare systems or the global economy as a

However, the effects are likely 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.

response to public health directives and orders, the Company has implemented 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, including Premas, whose operations are located in India.

Further, restrictions on the Company’s ability

to travel, stay-at-home orders and other similar restrictions on its business have limited its ability to support

its operations.

and/or long-term disruptions in the Company’s operations will negatively impact its business, operating results

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

and Premas may engage in connection with the development and testing of the Company’s COVID-19 Vaccine Candidate.

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 the Company’s ability to access capital, which

could in the future negatively affect its liquidity.

A recession or market correction resulting from the continuation of

the COVID-19 pandemic could materially affect the Company’s business and the value of its common stock.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Commitments and Contingencies, continued

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.

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.

and Settlements

Gormally, et al., No.

2:18-15992 (D.N.J.) and Chan v.

Gormally, et al.

2:19-cv-4989 (D.N.J.)

November 9, 2018, Cale Watts (“Watts Plaintiff”) filed a verified shareholder derivative complaint alleging violations

of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, and waste of corporate assets based on alleged

material weaknesses in controls, management, and documentation (the “Watts Action”).

On January 14, 2019, the parties

reached an agreement in principle to settle the Watts Action that included corporate reforms and a payment of attorneys’

fees of $200,000.

The parties finalized a Stipulation of Settlement on March 4, 2019.

On February 7, 2019, Tiffany Chan, Jasmine

Henderson, and Don Danesh (“Chan Plaintiffs”) filed a verified shareholder derivative complaint alleging violations

of Section 14(a) of the Exchange Act and SEC Rule 14a-9, breach of fiduciary duty, unjust enrichment, and waste of corporate assets

based on the same circumstances as the Watts Action (the “Chan Action”).

The Chan Action further alleged that the

Company should not have settled the Watts Action because the Watts Action plaintiffs lacked standing and the settlement would

cause irreparable harm to the Company and its shareholders.

On March 22, 2019, the Watts Plaintiff filed a motion for preliminary

approval of the proposed settlement, approving the proposed form and method of providing notice of the settlement, scheduling

a hearing for final approval of the settlement (“Watts Motion for Preliminary Approval”).

On April 1, 2019, the Chan

Plaintiffs filed an Opposition to the Motion for Preliminary Approval and a Motion to Intervene and Stay Proceedings (“Motion

to Intervene and Stay”).

Subsequently, the Watts Plaintiff, Chan Plaintiffs, and Defendants reached an agreement in principle

to settle the Watts and Chan Actions that included corporate reforms and a payment of attorneys’

fees of $325,000.

2, 2019, the Watts Plaintiff filed an Unopposed Motion for Preliminary Approval of the Settlement (the “Omnibus Motion for

Preliminary Approval”).

The Omnibus Motion for Preliminary Approval was granted on January 8, 2020.

Plaintiffs filed a motion

for final approval of the proposed settlement by May 7, 2020.

On May 28, 2020, the Court entered a final order and judgment approving

the settlement.

The resolution of this matter had no significant impact on the consolidated financial statements of the Company.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Commitments and Contingencies, continued

and Settlements, continued

Therapeutics Inc.

and NovoTek Pharmaceuticals Limited v.

Akers Biosciences, Inc.

June 21, 2019, the Company received a complaint, filed by Novotek Therapeutics Inc., and Novotek Pharmaceuticals Limited (collectively,

“Novotek”), Beijing-based entities, in the United States District Court for the District of New Jersey, alleging,

among other things, breach of contract.

Novotek is seeking, among other things, damages in the amount of $1,551,562, plus interest,

disbursements and attorneys’

The Company vigorously disputed the allegations in the complaint and has retained counsel

to defend it.

On September 16, 2019, the Company filed a partial motion to dismiss the complaint, which was fully submitted as

of November 4, 2019.

On June 9, 2020, the Court denied the Company’s motion.

In anticipation of the case being settled,

on October 20, 2020, the Court administratively closed the case.

On November 13, 2020, the parties entered into a settlement agreement

without either party admitting liability, effective as of November 3, 2020.

The settlement agreement requires the Company to make

a lump sum payment of $1,350,000 to Novotek within 60 days.

The Company disbursed the settlement funds on December 31, 2020.

settlement expense is included in Loss from Discontinued Operations on the Consolidated Statements of Comprehensive Loss

for the year ended December 31, 2020.

Akers Biosciences, Inc.

David’s Healthcare Partnership, L.P., LLP CAUSE NO:

D-1-GN-19-004262

July 25, 2019, the Company was notified that on July 23, 2019, a complaint was filed by Neelima Varma, against the Company and

David’s Healthcare Partnership, L.P., LLP (“St.

David’s”), in the district court of Travis County,

Texas, alleging, among other things, negligence gross negligence and strict product liability, breach of express warranty, breach

of implied warranty and fraudulent misrepresentation and omission with respect to a medical device which the Company had sold

through one of its distributors to St.

David’s.

Varna was seeking aggregate monetary relief from the company and St.

David’s in excess of $1,000,000.

The Company carries product liability insurance.

On July 29, 2020, this matter was resolved.

The resolution of this matter had no significant impact on the consolidated financial statements of the Company.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

Commitments and Contingencies, continued

and Settlements, continued

Akers Biosciences, Inc., John Does 1-10, and XYZ Corp.

1-10, Docket No.

ESX-L-5272-19 (N.J.

Ct., Essex County):

Carrara, a former executive, sued the Company for breach of contract in connections with the termination of his employment.

In his operative Complaint, filed August 9, 2019, Carrara primarily alleged that the Company breached the terms of his employment

by failing to pay “severance”

after terminating his employment “without cause.”

Based on this alleged

breach, Carrara sought compensatory damages and damages for lost wages and benefits.

Carrara also sought punitive and/or liquidated

damages and attorney’s fees.

On August 29, 2019, the Company filed an answer to the operative complaint, denying all substantive

allegations of wrongdoing.

As of July 23, 2020, the parties have resolved all material disputes.

The parties are in the process

of preparing the appropriate documentation to effectuate this resolution and expect to file a stipulation of dismissal with prejudice

The resolution of this matter had no significant impact on the consolidated financial statements of the Company.

Settlement Agreement and General Release

August 3, 2020, the Company entered into a Settlement Agreement and General Release (the “SAGR”) with ChubeWorkx.

The Company and ChubeWorkx entered into the SAGR to terminate a prior Settlement Agreement, dated August 17, 2016, by and among

the Company and ChubeWorkx, (the “Prior Settlement Agreement”

and, collectively with all other contracts, agreements

and understandings by and between the Company and ChubeWorkx, whether written or oral, the “Prior Agreements”) pursuant

to which the Company granted ChubeWorkx a security interest in substantially all of the Company’s assets, and to fully and

finally settle and compromise any and all current and future claims and liabilities of any nature arising between the Company

and ChubeWorkx in relation to, or otherwise connected with, the Prior Agreements, on the terms set forth in the SAGR.

consideration for the settlement of claims pursuant to the SAGR, on August 5, 2020, the Company (i) paid to ChubeWorkx an amount

equal to $300,000 and (ii) delivered to ChubeWorkx 500,000 shares of the Company’s common stock (the “Shares”)

with a fair market value of $2,510,000.

Accordingly, for the year ended December 31, 2020, litigation settlement expense of $2,810,000

was recorded in Discontinued Operations on the Consolidated Statements of Comprehensive Loss.

Company granted ChubeWorkx registration rights with respect to the Shares.

The Company filed a registration statement on Form

S-3 with the Securities and Exchange Commission on August 18, 2020, which was declared effected on September 8, 2020, for the

resale of such Shares.

of the September 8, 2020 (the “Release Date”), the Company delivered and completed the full transfer to ChubeWorkx

of the Shares in accordance with the SAGR, and, therefore, any and all claims, differences, and disputes of any current and/or

future claims and/or liabilities arising between the Company and ChubeWorkx in relation to, or otherwise connected with, the Prior

Agreements were fully and finally settled and compromised (with the exception of any claims arising under the SAGR or the Leak-Out

and Support Agreement as described below).

As of the Release Date, each of the Prior Agreements was terminated, and ChubeWorkx

will automatically and irrevocably released all security interests and liens created under the Security Agreement or otherwise

as security for the Company obligations under the Prior Agreements.

Related to the Merger with MYMD

January 22, 2021 and February 10, 2021, five alleged Akers stockholders filed separate actions in the state and federal courts

of New York and New Jersey against Akers and the members of its board of directors, respectively captioned as follows:

Akers Biosciences, Inc., et al., No.

Related to the Merger with MYMD Florida

January 22, 2021 and March 18, 2021, nine alleged MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences, Inc.) stockholders filed separate

actions in the state and federal courts of New York, New Jersey, and Pennsylvania against MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences,

Inc.) and the members of its board of directors, respectively captioned as follows:

(i) Douglas McClain v.

MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences, Inc.), et al., No.

650497/2021 (Sup.

(ii) Owen Murphy v.

Akers Biosciences,

MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences, Inc.), et al.

650545/2021 (Sup.

Sue Gee Cheng v.

Akers Biosciences, Inc., et al., No.

1:21-cv-01110

Akers Biosciences, Inc.

(iii) Sue Gee Cheng v.

MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences, Inc.), et al., No.

1:21-cv-01110 (S.D.N.Y.);

(iv) Danny Lui v.

MyMD Pharmaceuticals, Inc.

Biosciences, Inc.) , et al.

GLO-C-000006-21 (N.J.

Misenheimer v.

(v) Alan Misenheimer v.

MyMD Pharmaceuticals,

(p/k/a Akers Biosciences, Inc.), et al.

1:21-cv-02310 (D.N.J.);

(vi) Robert Wilhelm v.

MyMD Pharmaceuticals, Inc.

Akers Biosciences, Inc.), et al.

1:21-cv-02310 (D.N.J.) (collectively, the “

MYMD Merger Complaints ”).

The McClain and Lui actions are styled as putative class actions brought on behalf of the plaintiff and other similarly

situated stockholders, while the Murphy, Cheng , and Misenheimer actions are brought solely on behalf of the individual

stockholders.

The MYMD Merger Complaints generally assert that Akers and its board of directors failed to disclose allegedly material

information in the joint proxy and consent solicitation statement/prospectus and seek an order enjoining or unwinding the consummation

of the Merger Agreement and awarding damages.

The defendants believe that the claims asserted in the MYMD Merger Complaints are

without merit and intend to appropriately defend themselves against them.

Accordingly, the Company does not expect that these

claims will have a material adverse effect on its financial condition or results of operations.

1:21-cv-04616 (D.N.J.);

(vii) Adam Franchi v.

MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences,

Inc.), et al.

1:21-cv-04696 (D.N.J.);

(viii) Cody McBeath v.

MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences, Inc.),

2:21-cv-01151 (E.D.

and (ix) Ray Craven v.

MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences, Inc.), et al.

1:21-cv-05762 (D.N.J.) (collectively, the “MYMD Merger Complaints”).

The Lui action is styled as a putative class

action brought on behalf of the plaintiff and other similarly situated stockholders, while the other eight actions are brought solely

on behalf of the individual stockholders.

The MYMD Merger Complaints generally assert that MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences,

Inc.) and its board of directors failed to disclose allegedly material information in the joint proxy and consent solicitation statement/prospectus

and seek an order enjoining or unwinding the consummation of the Merger Agreement and awarding damages.

reflected on page 61 of the Company’s Amendment No.

1 to Form S-4, Registration No.

333-252181, filed on March 19, 2021 (the “Amended

S-4”), each of the nine MYMD Merger Complaints sought an order enjoining or unwinding consummation of the Merger Agreement on the

basis of alleged material omissions in the Company’s preliminary S-4 filed on January 15, 2021.

The Amended S-4 contains, among

other things, supplemental disclosures addressing these purported material omissions.

Prior to the April 15, 2021 special meeting of

MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences, Inc.)’s stockholders to approve the proposed merger, none of the plaintiffs

sought to enjoin the transaction, which was approved at the special meeting.

As of November 11, 2021, all of the Merger Complaints have

been voluntarily dismissed.

Akers Actions

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”).

Akers asserts one common

law whistleblower retaliation claim against the Company.

September 23, 2021, the Court granted MyMD Pharmaceutical, Inc.’s (“MyMD”) 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.”

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.

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.

legal fees incurred were expensed as and when incurred.

BIOSCIENCES, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

10 – Related Parties

on October 5, 2018 and through December 31, 2019, the Board appointed Howard R.

Yeaton, to serve as the Chief Executive Officer

and interim Chief Financial Officer of the Company.

Effective on January 1, 2020, Mr.

Yeaton entered into a new agreement with

the Company whereby he served as the Company’s Interim Chief Financial Officer.

Pursuant to a mutual understanding between

the Company and Mr.

Yeaton’s employment as Interim Chief Financial Officer ceased as of August 19, 2020.

his service as the Company’s Interim Chief Financial Officer Mr.

Yeaton was the managing principal of Financial Consulting

Strategies (“FCS”), and the Company had an ongoing relationship with FCS with FCS continuing to provide accounting

services to the Company, as of December 31, 2020.

As of December 31, 2020, FCS was considered to be a related party.

During the year ended December 31, 2020 and 2019, the Company incurred costs of $14,500 and $38,888, respectively with FCS in

connection with these services.

As of December 31, 2020, and December 31, 2019 the Company had an obligation to FCS in the amounts

of $0 and $18,323, respectively, for these services which is included in trade and other payables in the Consolidated Balance

of December 31, 2020, included in accounts payable and accrued expenses was an obligation of $3,173, representing an obligation

to issue 471 shares of common stock to Mr.

Yeaton, earned during 2019, but not issued.

The accrual is reflected in trade and other

payables on the Consolidated Balance Sheet.

Brothers, Inc.

November 23, 2020, the Company retained Taglich Brothers,

(“Taglich Brothers”) on a non-exclusive basis as a consultant to render consulting services, assist with review,

and analysis of, financial planning and budgeting matters of the Company for a term of 12 months.

Pursuant to the Consulting Agreement

with Taglich Brothers, the Company agreed to pay Taglich Brothers $10,000 per month.

Schreiber is the managing director of capital markets at Taglich Brothers, and Mr.

Schroeder is the vice president of investment

banking at Taglich Brothers.

(“Taglich Brothers”) on a non-exclusive basis as a consultant to render consulting services, assist with review, and

analysis of, financial planning and budgeting matters of the Company for a term of 12 months.

Pursuant to the Consulting Agreement with

Taglich Brothers, the Company agreed to pay Taglich Brothers $ 10,000

During the year ended December 31,

2021, the Company paid $ 80,000

for consulting services to Taglich Brothers,

which is included in administrative expenses on the Consolidated Statement of Comprehensive Loss.

This agreement was cancelled

on August 31, 2021.

Schreiber, a Director, is the Managing Director of Capital Markets at Taglich Brothers.

Schroeder, a former

Director was the Vice President of Investment Banking at Taglich Brothers until his death on September 1, 2021.

Patent Holdings and SRE Patent Holdings II

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

Jonnie Williams, Sr.

No revenue has been received subject to these agreements as of December 31, 2021 and 2020.

Jonnie Williams, Sr.

Company recorded an obligation to Mr.

Williams, a shareholder, for various expenses incurred on behalf of the Company between 2016 and

The balance due totaled $ 0 and $ 14,577 as of December 31, 2021 and December 31, 2020.

This debt was paid on April 28, 2021.

Aviation I, LLC

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 .

As of December 31, 2021 and 2020, the Company had a balance due of $ 0

and $ 477,042 .

The Company incurred expenses totaling $ 150,000

for the year ended December 31, 2021 and

for the year ended December 31, 2020.

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 .

The balance of $ 109,658 was forgiven and is recorded as a gain on debt forgiveness on the Consolidated

Statement of Comprehensive Loss for the year ended December 31, 2021.

of credit payable

November 2018, Supera entered into a revolving credit facility which allows for borrowings of up to $ 1,000,000 with a shareholder.

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.

As of December 31, 2021 and December 31, 2020,

the principal balance totaled $ 0 and $ 599,747 .

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 term of 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 .

As of December 31, 2021 and December 31, 2020, the unamortized debt discount totaled

$ 0 and $ 1,457,882 and the principal balance totaled $ 0 and $ 3,192,119 .

The Company recorded amortization of the debt discount totaling

$ 608,460 and $ 1,191,859 during the years ended December 31, 2021 and 2020, respectively.

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.

11 – Employee Benefit Plan

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 years ended December 31, 2020 and 2019, the Company made matching contributions to the 401(k) Plan of $19,571 and $20,420,

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 %

contribution, and 50 %

contribution, up to a maximum of 5 % .

the years ended December 31, 2021 and 2020, the Company made matching contributions to the 401(k) Plan of $ 16,414

respectively.

Subsequent Events

February 11, 2021, a subscriber to the November 17, 2020 Private Placement directed the Company’s transfer agent to cancel

932,432 common shares purchased and issue 932,432 pre-funded warrants pursuant to the terms of the securities purchase agreement

dated November 11, 2020.

As a result of this transaction, Akers’

common shares issued and outstanding as of February 26,

2021 was 16,652,829.

The conversion had no significant impact on the consolidated financial statements of the Company.

Note 12— 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, Relief 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 13— Patent assignment and royalty

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures