What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 1458 added, 1829 removed, 1658 unchanged (66% of the section changed)

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Other Information.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers, and Corporate Governance.

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Scientific Officer

Vice President of Operations and General Counsel

Chief Legal Officer

Chief Financial Officer

Director, Chairman of the Board

Chairman of the Board

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

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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.

Chapman’s qualifications to sit on the Board include his extensive experience and leadership roles within the pharmaceutical industry.

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.

Since June 20, 2022, Dr.

Kaplin has served as the President and Chief Scientific

Officer of Mira Pharmaceuticals, which is developing novel synthetic cannabinoid analogs for a range of neuropsychiatric conditions.

He has been an adjunct faculty member at Johns Hopkins since December 18, 2020, and he served as the Chief Psychiatric Consultant to

the Johns Hopkins Multiple Sclerosis and Transverse Myelitis Centers from July 1, 2004 to December 18, 2020.

Kaplin completed

his undergraduate training at Yale University and his M.D.

training at the Johns Hopkins School of Medicine.

His research training

experience includes having trained in the labs of two Nobel Laureates and completed his Ph.D.

and postdoctoral training in the Lab of

Solomon Snyder, M.D., who was the 2005 recipient of the National Medal of Science (the highest science honor in the United States).

Kaplin investigated the biological basis of the effects of the immune system on mood regulation and cognition, and he provided neuropsychiatric

care to patients afflicted with such comorbidities.

His research is focused on understanding the biological basis of depression and dementia

and discovering new ways to diagnose prognosticate and treat these diseases.

has been our Chief Legal Officer since March 22, 2023, and prior to that time he served as 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.

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, Mr.

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.

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.

May 2022, Mr.

Rivard has also served as Executive Vice President and General Counsel of MIRA Pharmaceuticals, Inc., a privately held

company developing a synthetic cannabinoid analog for treating chronic pain and anxiety, and from November 2021 until May 2022

served as President of that company.

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 1992.

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Previously, Dr.

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

Genentech’s oncology portfolio.

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.

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 business.

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 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 Organization for Research and Treatment of Cancer (EORTC), and

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

Eagle currently

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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

to sit on the Board 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 areas.

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

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

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.

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 serves as a director and partner of Long Island Express

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

Schreiber is a graduate of Johns Hopkins University, where he received a bachelor’s degree in political science.

Schreiber’s qualifications to sit on the Board include his financial expertise and his experience with

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

Prior to the completion of the

Prior to the completion of

the Merger, Mr.

Silverman was also the lead independent director.

Silverman currently serves as the managing member of Parkfield Funding

Silverman currently serves as the managing member of Parkfield

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

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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,

a director of Ayro Inc.

and Petros Pharmaceutical, Inc., both 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.

from August 2016 until October

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from Lehigh University in 1992.

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.

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.

Uzonwanne has been our director since April 16, 2021.

Uzonwanne has been the Chief Executive Officer for Mira

Pharmaceuticals Inc.

since June 2022.

Mira is a US based biopharmaceutical company focused on developing an oral FDA approved

marijuana analog.

Prior to Mira, he was the Chief Business Officer at a genetics-based healthcare company, 54gene from March 2021 to

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

held from January 2021 to March 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.

Uzonwanne was a Principal at IQVIA, Inc.

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 companies.

Prior to joining

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 has worked for several other companies

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

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.

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.

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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.

Most recently he has served as the chief financial officer for ProPhase Labs Inc.

PRPH), and the chief

financial officer, chief operating officer, treasurer and secretary of Intellicheck, Inc., (Nasdaq:

Prior to working at Intellicheck,

Inc., he served 11 years as the chief financial officer, chief operating officer, secretary and treasurer of FocusMicro, Inc.

As co-founder of FM, Mr.

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.

White played an integral role in growing the business from the company’s inception to leading its international

expansion into Dubai, UAE.

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.

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

Governance Reforms

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.

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

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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.

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

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

We are currently in compliance with these requirements.

Board delegates various responsibilities and authority to different Board committees.

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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

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

and any other officers recommended by the Chief Executive Officer or the Board.

and approving the options and other equity-based compensation to be granted to executive officers, other than the Chief Executive

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

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.

reviewing and approving 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 the compensation of our Chief Executive Officer based on this evaluation or recommending such

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

reviewing and approving on an annual basis the compensation of our

executive officers other than our Chief Executive Officer;

reviewing on an annual basis, the fees and equity compensation paid to the Company’s non-employee directors for service on the Board and Board

committees and recommending any changes to the Board as necessary;

selecting, retaining 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 Chief

Executive Officer or the other executive officers and approving such compensation consultant’s fees and other retention terms,

and overseeing the work of such compensation consultant;

reviewing, approving and, when appropriate, making recommendations

to the Board for approval, incentive-compensation programs and equity-based plans and the adoption of or material changes in material

employee benefit, bonus, severance and other compensation plans;

reviewing and approving and, when appropriate, recommending to the

Board for approval, any employment agreements and change in control agreements for each of our executive officers and any other officers

recommended by the Chief Executive Officer or the Board, which includes the ability to adopt, amend and terminate such agreements,

arrangements or plans;

determining and approving the options and other equity-based

compensation to be granted to executive officers, including the Chief Executive Officer, and shall recommend to the Board for

approval options and other equity-based compensation to be granted to non-employee directors, and

in conjunction with the Chief Executive Officer, 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.

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with Section 16(a) of the Exchange Act

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 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.

16(a) of the Exchange Act 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 2022, all Forms 3, 4 and 5 were timely filed with the SEC by such reporting

Executive Compensation.

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”).

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

comprised of (i) our principal executive officer, (ii) the two most highly compensated executive officers other than the principal

executive officer who were serving as executive officers at the end of the 2022 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 2022 fiscal year (the individuals falling within categories (i), (ii) and

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

named executive officers for 2022 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

Rivard, Esq., Chief Legal Officer and Former Executive Vice President of Operations and General Counsel

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 of the issued and outstanding shares of our Common

Stock, at a ratio of 1 for 2.

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

Compensation Table

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.

Compensation (3)

Chapman, M.D.

Chief Medical Officer

4,854,000 (7)

President, Chief Medical

Kaplin, M.D., PhD (5)

4,854,000 (8)

Chief Scientific Officer

Schreiber (5)

Scientific Officer

4,854,000 (7)

Former President and Chief

Executive Officer

Paul Rivard, Esq.,(6)

Chief Legal Officer

1,618,000 (8)

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.

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.

This column reflects the

matching contribution paid to participants of the MyMD Pharmaceuticals 401(k) PS Plan (the “401(k) Plan”).

Chapman was appointed President and Chief Medical Officer of MyMD

7 unchanged sentences

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

On January 24, 2020, Mr.

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 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.

Rivard entered into an employment agreement,

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

On March 22, 2023, Mr.

Rivard was appointed as Chief Legal Officer and his annual salary was increased to $275,000,

retroactively to January 1, 2023.

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

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 600,000 restricted stock units

(“RSUs”) to each of Dr.

Chapman and Dr.

On October 14, 2021, the Company granted 200,000 RSUs to Mr.

Disclosure to Summary Compensation Table

22 unchanged sentences

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

(After giving effect to the Exchange Ratio and the Reverse Stock 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.

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.

20 unchanged sentences

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.

After giving effect to the Exchange Ratio and the Reverse Stock 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

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

of Christopher C.

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 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.

On August 30,

2022, the Company and Dr.

Chapman entered into a Fifth Amendment to amend one of the performance criteria under the Chapman Employment

Agreement, upon the achievement of which by the Company Dr.

Chapman would be entitled to an additional bonus payment of $100,000.

February 1, 2023, the Company and Dr.

Chapman entered into a Sixth Amendment providing for Dr.

Chapman’s annual base salary to

be set at $310,000, effective retroactively to January 1, 2023.

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

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(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

Exchange Ratio and the Reverse Stock 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

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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.

On August 30, 2022, the

Company and Dr.

Kaplin entered into a Third Amendment to amend one of the performance criteria under the Kaplin Employment Agreement,

upon the achievement of which by the Company Dr.

Kaplin would be entitled to an additional bonus payment of $100,000.

of Paul Rivard, Esq.

Employment Agreement

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.

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.

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

Rivard upon 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 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 Stock 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 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 Mr.

Rivard 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.

of termination of Mr.

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.

Rivard his monthly base salary for a period

of three months following the date that notice of termination of employment is provided.

Rivard 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 Mr.

Rivard to the office of Executive Vice President of Operations and

General Counsel on the terms of the Rivard Employment Agreement.

On March 22, 2023, Mr.

Rivard was appointed Chief

Legal Officer and his annual salary was increased to $275,000, retroactively to January 1, 2023.

Equity Awards at Fiscal Year-End

3 unchanged sentences

Christopher Chapman, M.D.

President, Chief Medical

Kaplin, M.D., PhD

President, Chief Medical Officer

Adam 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

Chief Legal Officer

All such options vested immediately upon grant.

11 unchanged sentences

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.

The following table presents

the total compensation for each person who served as a member of our Board during 2022.

All compensation paid to Dr.

Chapman during 2022

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.

Fees earned or paid in cash

All Other Compensation (2)

Josh Silverman (3)

Craig Eagle, M.D (5)

Jude Uzonwanne (6)

Christopher Schreiber (7)

In accordance with SEC rules, this column reflects the aggregate fair

value of stock awards granted during the fiscal year ended December 31, 2022, computed as of their respective grant dates in accordance

with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for share-based compensation transactions.

This column includes salaries

and matching contributions paid to participants of the 401(k) Plan for non-executive employee members of the Board.

As of December 31, 2022, Mr.

Silverman had 673,776 outstanding

of December 31, 2021, Mr.

White had 223,776 outstanding RSUs.

Schroeder passed away on September 1, 2021.

Silverman had 673,776 outstanding RSUs.

As of December 31, 2022, 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,

White had 223,776 outstanding RSUs.

As of December 31, 2022, Dr.

Eagle had 150,000 outstanding RSUs.

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

As of December 31,

As of December 31, 2022, Mr.

Uzonwanne had 150,000 outstanding RSUs.

On January 24, 2020, Mr.

Schreiber entered into an employment agreement with the Company, under which he would

receive an annual salary of $300,000.

Since then he has served the Company in various positions, and his employment agreement with

the Company remains in effect.

As of December 31, 2022, Mr.

Schreiber had 238,238 outstanding RSUs.

Disclosure to Director Compensation Table

7 unchanged sentences

compensation for directors during the year ended December 31, 2022.

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

13 unchanged sentences

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.

As of December 31, 2022, 4,078,977 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

8 unchanged sentences

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

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 their terms.

Authorization .

44 unchanged sentences

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.

the adoption of the 2021 Plan, awards granted under the 2018 Plan (as defined below) 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 .

2 unchanged sentences

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.

As of the December 31, 2022, the Company had 9 employees, 0 contractors, and

4 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

25 unchanged sentences

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.

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 .

39 unchanged sentences

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.

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

121 unchanged sentences

or property) specified as the annual per-participant limit under the 2021 Plan;

(iv) the option price of each outstanding stock

(iv) the option price of each outstanding stock option;

(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

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;

2 unchanged sentences

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.

the extent that such adjustment would cause the 2021 Plan or any stock option to violate Section 422 of the Code or Section 409A of the

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 .

16 unchanged sentences

(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

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;

4 unchanged sentences

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.

The MyMD Florida Incentive Plan provided for the issuance of up to 50,000,000 shares of pre-Merger MyMD Florida Common Stock.

As of December 31, 2022, options to purchase 4,188,315 shares of Company Common Stock have been issued pursuant to

the plan and 0 shares of Company 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 (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 Company 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 Company Common Stock, at an exercise price per share of Company 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

17 unchanged sentences

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.

Options 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 or service.

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.

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.

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

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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

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

The 2013 Plan was amended by the 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.

issuance of up to 2,162 shares of the Company’s Common Stock, and as of December 31, 2022 756 shares of Common Stock remain available

for grants under the 2013 Plan.

December 21, 2016, the shareholders approved, and the Company adopted the 2016 Stock Incentive Plan (the “2016 Plan”).

2016 Plan provides for the issuance of up to 50,000,000 shares of the Company’s common stock.

As of December 31, 2022, 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.

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

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As of December 31, 2022, 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,

options to purchase totaling 2,538 shares of Common Stock have been issued pursuant to the 2017 Plan and as of December 31, 2022, 978

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).

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 Stock Incentive Plan (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 December 31, 2022,

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.

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Compensation Plan Information

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:

following table provides information regarding the number of securities to be issued under the 2021 Plan, the 2013 Plan, the 2016 Plan, the 2017 Plan and the 2018 Plan (collectively, the “Equity Compensation Plans”) as of December 31, 2022:

Plan Category

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in column (a))

Equity compensation plans approved

by security holders (1)

compensation plans approved by security holders (1)

Equity compensation

plans not approved by security holders

(1) Represents

shares available for issuance under the Equity Compensation Plans.

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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.

and sole investment power with respect to all shares beneficially owned and each person’s address is c/o MyMD Pharmaceuticals,

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.

Percentage of Common Stock ownership is based on 39,470,009 shares of

Common Stock issued and outstanding as of March 29, 2023.

Percentage of Series D Convertible Preferred Stock (the

“Series D Preferred Stock”) ownership is based on 72,992 shares of Series D Preferred Stock issued and outstanding as of

March 29, 2023.

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.

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exercisable or exercisable within sixty (60) days of March 29, 2023 by that stockholder are deemed outstanding.

of Shares of Common Stock Beneficially Owned (1)

Number of Shares of Common Stock Beneficially Owned (1)

Percentage of Class

of Shares of Series D Preferred Stock Beneficially Owned (2)

Number of Shares of Series D Preferred Stock Beneficially Owned (2)

Percentage of Class

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5% Beneficial Owner

Capital Management LLC (3)

Richard Abbe / Iroquois

Capital Investment Group LLC (3)

Caroline Williams /

Starwood Trust (4)

Richard Abbe / Iroquois Capital Investment Group LLC (3)

Caroline Williams / Starwood Trust (4)

Samuel Duffey (5)

Premas Biotech PVT Ltd.

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Christopher C Schreiber (11)

Christopher Chapman,

Christopher Chapman, M.D.

Adam Kaplin, M.D., PhD (13)

5 unchanged sentences

or exercisable within 60 days of March 29, 2023, 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.

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.

of Common Stock ownership is based on 39,470,009 shares of Common Stock issued and outstanding as of March 29, 2023.

of Series D Preferred Stock beneficially owned and convertible into Common Stock and the respective percentages of beneficial

ownership of Series D 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 29, 2023,

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 29, 2023.

information is based on a Schedule 13G/A (the “Schedule 13G”) filed with the SEC on February 14, 2023 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.

As directors of IMF, Kimberly Page and Richard Abbe make voting and investment decisions on behalf of IMF.

result of the foregoing, Ms.

Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange)

of the securities held by Iroquois Capital and IMF.

to the Schedule 13G, IMF owns 31,384 shares of Common Stock and warrants to purchase 1,126,105 shares of Common Stock (all of which

are subject to a 9.99% beneficial ownership blocker).

In connection with the February 2023 Offering, we issued to IMF warrants to

purchase up to 2,217,295 shares of Common Stock, which warrants are subject to a 4.99% beneficial ownership blocker.

Abbe also 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 Exchange Act) of the securities

held by ICIG.

ICIG owns 700,414 shares of Common Stock and warrants to purchase 645,039 shares of Common Stock (that are subject to a

9.99% beneficial ownership blocker).

In connection with the February 2023 Offering, we issued to ICIG additional warrants to purchase

up to 1,219,512 shares of Common Stock, which warrants are subject to a 4.99% beneficial ownership blocker.

In addition, by virtue of

his position as a custodian or trustee of certain Accounts (The Samantha Abbe Irrevocable Trust, The Talia Abbe Irrevocable Trust and

The Bennett Abbe Irrevocable Trust), Mr.

Abbe may be deemed to be the beneficial owner of the 115,770 shares of Common Stock held in

aggregate by such Accounts.

In addition, by virtue of his position as trustee of the Abbe Berman Foundation, Mr.

Abbe may be deemed to

be the beneficial owner of the 49,110 shares of Common Stock held by the Abbe Berman Foundation.

information is based on a Schedule 13D filed with the SEC on April 16, 2021 by Caroline Williams,

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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.

reports shared voting power for 3,747,210 shares of Common Stock and shared dispositive power

for 3,747,210 shares of Common Stock.

The Common Stock is held directly by the Trust.

trustee of the Trust, Ms.

Williams makes voting and investment decisions on behalf of the

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.

Williams may be deemed to have beneficial ownership

(as determined under Section 13(d) of the Exchange Act) of the securities held by The Starwood

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 Common Stock and options

to purchase 1,275,731 shares of Common Stock.

Williams individually owns 1,272,972 shares of Common Stock as such is deemed to have beneficial ownership.

information is based on a Schedule 13D filed with the SEC on September 8, 2022 by Samuel Duffey, individually and as trustee of the

Rachel Jean Williams 2021 Irrevocable Trust (“RJW Trust”).

The Schedule 13D reports that Mr.

Duffey holds sole voting

and dispositive power over 968,841 shares of Common Stock, which includes (i) 775,891 shares of Common Stock and (ii) 192,950 shares

of Common Stock that may be acquired by Mr.

Duffey pursuant to options.

Duffey holds shared voting and dispositive power with

respect to 1,272,971 shares of Common Stock that are held by the Trust as its sole trustee.

March 23, 2020, Premas Biotech PVT., Ltd received 103,782 shares of Common Stock and 72,992 shares of Series D Preferred Stock as

partial compensation for their rights to Cystron.

Kundu has sole voting and dispositive power over the securities held for this account.

(i) 15,000 shares of Common Stock held 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.

that are vested or scheduled to vest within 60 days of March 29, 2023.

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.

White that are vested or scheduled to vest within 60 days of March 29, 2023.

482,375 shares of Common Stock issuable upon the exercise of options held by Dr.

Eagle which vested immediately upon grant and expire

April 16, 2023.

115,770 shares of Common Stock issuable upon the exercise of options held by Mr.

Uzonwanne exercisable within 60 days of March 29, 2023.

88,238 RSU awards to Mr.

Schreiber that are vested or scheduled to vest within 60 days of March 29, 2023.

289,425 shares of Common Stock issuable upon the exercise of options held by Dr.

Chapman which vested

immediately upon grant and expire on April 23, 2023.

154,360 shares of Common Stock issuable upon the exercise of options held by Dr.

Kaplin which vested

immediately upon grant and expire April 16, 2023.

(i) 25,000 shares of Common Stock held by Mr.

Rivard, (ii) 77,180 shares of Common Stock issuable upon the exercise of options

Rivard which fully vested upon grant and expire on April 16, 2023 and (iii) 77,180 shares of Common Stock issuable upon

the exercise of options held by The Paul & Jennifer Rivard Revocable Living Trust (the “Rivard Trust”) which fully

vested upon grant and expire on April 16, 2023.

Rivard makes voting and investment decisions on behalf of the Rivard Trust.

a result of the foregoing, Mr.

Rivard may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange

Act) of securities held by the Rivard Trust.

Certain Relationships and Related Transactions, and Director Independence.

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

with related persons are governed by our Code of Business Ethics and Conduct, which applies to all of our employees, as well as each

of our directors and certain persons performing services for us.

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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.

than compensation agreements, and other arrangements which are described below and under “Item 11.

Compensation” herein, since January 1, 2021, 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.

On August 17, 2022, pursuant to

a securities purchase agreement with certain institutional and accredited investors, dated August 15, 2022, the Company issued and sold,

in a registered direct offering (the “August RD”), an aggregate of 1,411,764 shares of its Common Stock at an offering price

of $4.25 per share and, in a concurrent private placement (together with the August RD, the “August Offerings”), 1,411,764 unregistered

investor warrants to purchase up to 1,411,764 shares of its Common Stock at an exercise price of $5.25, for gross and net proceeds of

$5,999,997 and $5,550,028, respectively.

In connection with the August Offering, we issued to Iroquois Capital Investment Group LLC

(“ICIG”) 235,294 shares of Common Stock and warrants to purchase an additional 235,294 shares of Common Stock.

is the beneficial owner of more than five percent of our Common Stock.

In connection with the August Offering, we also issued to

Iroquois Master Fund Ltd., an affiliate of ICIG (“IMF”), 352,941 shares of Common Stock and warrants to purchase an additional

352,941 shares of Common Stock.

In addition, in connection with

the February 2023 Offering we issued to ICIG 2,750 shares of our Series F Preferred Stock and warrants to purchase up to

1,219,512 shares of Common Stock.

In connection with the February 2023 Offering we also issued to IMF 5,000 shares of Series F

Preferred Stock and warrants to purchase up to 2,217,295 shares of Common Stock.

Party Transactions of MyMD Florida

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 Stock Split, such shares of MyMD Florida Common Stock are

equivalent to 13,096,639 shares of Company 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 did 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

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

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.

The royalty 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.

SRQ Patent Holdings II is an affiliate of Mr.

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.

SRQ Patent Holdings is an

affiliate of Mr.

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 Stock Split, such options to purchase MyMD Florida Common Stock are equivalent to options to purchase 12,078,670

shares of Company 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 off in

Principal Accountant Fees and Services.

Audit-Related Fees

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of the services rendered by Morison Cogen LLP in 2022 were pre-approved by the Audit Committee.

Exhibits, Financial Statement Schedules.

Exhibit and Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form 10-K:

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’ Equity

Statements of Cash Flows

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Statements Schedule

3 unchanged sentences

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 the Company’s Current Report on Form 8-K filed with

the Securities and Exchange Commission on November 12, 2020).

INDEX TO EXHIBITS

Exhibit Description

Agreement and Plan of Merger and Reorganization, dated November 11, 2020, by and among Akers Biosciences, Inc., XYZ Merger Sub Inc., and MYMD Pharmaceuticals, Inc.

(incorporated 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.

4 unchanged sentences

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 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 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 the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission

on September 9, 2020).

Form of Certificate of Designations of Series F Convertible Preferred Stock (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 February 21, 2023).

Description of Securities

Form 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).

Form 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).

Form 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 (incorporated herein by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

Form 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).

Form 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).

Form 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).

Form 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).

Rights 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 the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2020).

Amendment No.

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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.

Form of Pre-Funded Warrant.

of Akers Biosciences, Inc.

(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).

of Investor 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 12, 2020).

Form of Investor Warrant.

of Akers Biosciences, Inc.

(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).

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 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 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 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).

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).

(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).

Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022).

Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023).

2013 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).

Form 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).

Form 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).

Form 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).

Form 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).

Amended 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).

First 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).

Form 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).

Form 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).

Form 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).

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).

Form of Resignation Agreement of John J.

Gormally (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).

Form 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).

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).

Form 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).

Offer of Employment to Christopher C.

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).

Membership 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).

Support 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 24, 2020).

Registration 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).

Amended 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).

Form 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).

Amendment 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).

CFO 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).

Settlement 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).

Leak-Out 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).

First Amendment to the Akers Biosciences, Inc., 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 August 28, 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 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).

(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 November 12, 2020).

Form 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).

Contribution and Assignment Agreement, dated March 16, 2021, by and among Akers Biosciences, Inc., Cystron Biotech LLC, and Oravax Medical Inc.

35 unchanged sentences

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.

Amendment No.

4 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated November 24, 2021 (incorporated herein by reference to Exhibit 10.66 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

Amendment No.

2 to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals, Inc., dated November 24, 2021 (incorporated herein by reference to Exhibit 10.67 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022).

Fifth Amendment to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated August 30, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022).

Third Amendment to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals, Inc., dated August 30, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022).

Sixth Amendment to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated January 1, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2023).

Form of 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 February 21, 2023).

Third Amendment to Employment Agreement between Paul Rivard, Esq.

and MyMD Pharmaceuticals, Inc., dated March 22, 2023.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2023).

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

18 unchanged sentences

# 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

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

** The schedules and exhibits to the Agreement and

Plan of Merger and Reorganization have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule and/or

exhibit will be furnished to the SEC upon request.

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

15 unchanged sentences

Christopher C.

Jude Uzonwanne

to Consolidated Financial Statements

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’ Equity

Statements of Cash Flows

to Consolidated Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

on the Financial Statements

have audited the accompanying consolidated balance sheet of MyMD Pharmaceuticals, Inc.

have audited the accompanying consolidated balance sheets 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.

31, 2022 and 2021 and the related consolidated statements of comprehensive loss, changes in stockholders’ equity, and cash flows

for each of the two years in the period ended December 31, 2022 and the related notes (collectively referred to as the consolidated financial

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of

the Company as of December 31, 2022 and 2021 and the results of their operations and their cash flows for each of the two years in the

period ended December 31, 2022 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.

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

2 unchanged sentences

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

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits 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

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 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.

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 audit also included evaluating the accounting principles

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.

We believe that our audit provide a reasonable basis for our opinion.

We believe that our audits 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.

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were 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.

communication of the critical audit matters 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 matters below, providing a separate opinion on the critical audit matters

or on the accounts or disclosures to which they relate.

Concern Assessment

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and financing obligations.

the Board of Directors and Stockholders of

Pharmaceuticals, Inc.

and Subsidiaries

principal considerations for our determination that performing procedures relating to the going concern assessment is a critical audit

12 unchanged sentences

of the adequacy of the Company’s disclosure of these circumstances in the consolidated financial statements.

of Impairment for Investment in Oravax, Inc.

discussed in Note 2 to the consolidated financial statements, the Company has elected to measure its investment in Oravax Medical, Inc.

as an equity security without a readily determinable fair value.

Under this election, an equity security without a readily available

fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions

for the identical or a similar investment of the same issuer.

At each reporting period, the Company is required to make a qualitative

assessment considering impairment indicators to evaluate whether the investment is impaired.

If deemed impaired, the Company is required

to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment

and its carry amount.

As of December 31, 2022, the Company performed a qualitative assessment to evaluate whether the investment is impaired

and determined that the investment was not impaired and thus no adjustment to fair market value was required as of December 31, 2022.

In making such a determination, management prepared a detailed qualitative analysis considering various impairment indicators.

used significant judgment in their qualitative assessment.

principal considerations for our determination that performing procedures relating to the impairment assessment of investments in equity

securities without readily determinable fair value is a critical audit matter is the significant judgment by management in making the

qualitative assessment of whether investments in equity securities were impaired.

This in turn led to significant auditor judgment and

effort in performing procedures to evaluate the reasonableness of significant judgments management applied in determining whether events

or changes in circumstances indicate that the carrying amount of the investment might not be recoverable.

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:

management’s detailed qualitative analysis considering various impairment indicators that may indicate that the carrying amount

of the investment might not be recoverable for reasonableness.

management’s assessment of events or changes in circumstances for reasonableness.

management’s significant accounting policies related to the election to measure its investment in Oravax Medical, Inc.

equity security without a readily determinable fair value.

Morison Cogen LLP

1 unchanged sentence

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

Consolidated Balance

Balance Sheets

31, 2022 and 2021

and Cash Equivalents

Cash and Cash

Marketable Securities

Current Assets

Lease Right-of-Use Asset

Operating Lease Right-of-Use

in Oravax, Inc.

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Trade and Other Payables

Trade and Other Payables, related

Due to MyMD Florida Shareholders

Lease Liability

Current Liabilities

Due to MyMD Florida

Line of Credit Payable–

Related Party, net of discount

Notes Payable

Non-Current Liabilities

Due to MyMD Florida Shareholders,

net of current portion

Lease Liability, net of current portion

Non-Current Liabilities

Total Liabilities

Commitments and Contingencies

SHAREHOLDERS’

EQUITY/(DEFICIT)

SHAREHOLDERS’ EQUITY

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

Series D Convertible Preferred Stock, 211,353

shares designated, no par value and a stated value of $ 0.01 per share, 72,992 shares issued and outstanding as of December 31, 2022

and December 31, 2021

Preferred stock value

Common stock, No par value,

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 )

Common stock, no par value, 500,000,000 shares

authorized 39,470,009 and 37,673,110 issued and outstanding as of December 31, 2022 and December 31, 2021

( 93,758,904 )

Shareholders’ Equity/(Deficit)

( 78,561,568 )

Liabilities and Shareholders’ Equity/(Deficit)

Shareholders’ Equity

Liabilities and Shareholders’ Equity

accompanying notes are an integral part of these consolidated financial statements

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Accretion of Debt Discount

Amortization of Intangible Assets

Stock Based Compensation

1 unchanged sentence

Loss from Operations

( 15,282,763 )

( 28,809,707 )

Other (Income) Expenses

Interest and Dividend Income

Gain on Sales of Marketable

Loss on Marketable Securities

(Gain)/Loss on Sales of Marketable Securities

Unrealized (Gain)/Loss on Marketable Securities

Gain on Debt Forgiveness

Casualty Losses

Total Other Income

Uninsured Casualty Losses

Other (Income ) Expenses

Loss Before Income Tax

1 unchanged sentence

( 29,889,045 )

Income Tax Benefit

$ ( 15,197,336 )

Basic and Dilutive net loss per common share

Weighted average basic and diluted common shares outstanding

$ ( 29,889,045 )

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.

1 unchanged sentence

AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity /(Deficit)

Statement of Changes in Stockholders’ Equity /(Deficit)

the Years Ended December 31, 2022 and 2021

at December 31, 2020

Series D Convertible

Balance at December 31, 2021

$ 102,064,218 - -

2 unchanged sentences

( 15,197,336 )

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

Net proceeds from private

placement of 1,411,764 common shares, net of offering costs of $ 449,500

Exercise of prepaid equity

forward contracts for Common Stock

Stock-based compensation

– stock options

Stock-based compensation

– restricted stock units

compensation – warrants

Balance at December

$ 108,309,436 - -

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

$ ( 93,758,904 )

Balance at December 31, 2020

$ ( 48,672,523 )

at December 31, 2019

$ ( 5,257,032 )

2 unchanged sentences

( 29,889,045 )

placement of common shares

of the terms of 4,188,315 MyMD stock options

compensation for borrowings

at December 31, 2020

( 29,889,045 )

Reverse merger with Akers Biosciences Inc effective

April 16, 2021

Issuance of post-merger MyMD Pharmaceutical

Inc common shares at an exchange ratio of 0.7718 per pre-merger MyMD common share

( 43,411,487 )

Modification of the terms of 4,188,315 pre-merger

MyMD stock options per the terms of the merger agreement

Exercise of per-merger MyMD stock options

Exercise of prepaid equity forward contracts

for Common Stock

Stock based compensation for services

Exercise of warrants

for Common Stock

Balance at December

$ 102,064,218

$ ( 78,561,568 )

$ 102,064,218

$ ( 78,561,568 )

accompanying notes are an integral part of these consolidated financial statements

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AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Statements of Cash Flows

the Years Ended December 31,

Cash flows from operating

Net loss from

ongoing operations

Net loss from ongoing operations

$ ( 15,197,336 )

$ ( 29,889,045 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net 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:

Accretion of debt discount

(Gain)/loss on sale of marketable securities

Unrealized (gain)/loss on marketable securities

Gain on forgiveness of debt

Stock based compensation:

Option modification expense

stock options

issued to non-employees

Options issued to key employees

Options issued to non-employees

Warrants issued for services

Restricted stock units

to non-employees

Change in assets and liabilities

2 unchanged sentences

( 4,268,961 )

Operating leases

Net cash used by operating

cash used by operating activities

( 12,270,068 )

1 unchanged sentence

Cash flows from investing

Purchases of marketable

Proceeds from sale of marketable

Net cash received in business

Net cash provided by investing

Cash flows from financing

of the line of credit – related party

Purchases of marketable securities

( 4,836,837 )

Proceeds from sale of marketable securities

Net cash received in

business combination

cash provided by investing activities

Cash flows from financing

Repayment of the line of credit – related

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

Net proceeds from note payable

Net proceeds from issuance of Common Stock

Net proceeds from the

exercise of warrants for Common Stock

cash provided by financing activities

increase in cash and cash equivalents

and cash equivalents at beginning of year

and cash equivalents at end of year

Net increase in cash and cash equivalents

Cash and cash equivalents

at beginning of year

Cash and cash equivalents

at end of year

Supplemental cash flow information

Cash paid for:

Supplemental Schedule of Non-Cash Financing and Investing Activities

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.

Investment in Oravax

Medical, Inc.

accompanying notes are an integral part to these consolidated financial statements.

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All material intercompany transactions have been eliminated in consolidation.

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.

Florida was formed in 2014 and is a Florida-based clinical development stage biopharmaceutical company that is developing its product

candidate, MYMD-1, as an immuno regulator to treat autoimmune diseases, ageing-related diseases.

Substantive operations began in 2016

and the Company’s Investigative New Drug application was filed with the U.S.

Food and Drug Administration in December 2018.

MyMD Florida completed its first-in-human Phase

1 clinical trial in December 2019.

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.

Florida completed its first-in-human Phase 1 clinical trial in December 2019.

A second Phase 1 dosing study was completed in December

MYMD-1 is being developed to treat age-related illnesses such as frailty and sarcopenia.

MYMD-1 works by regulating the release

of numerous pro-inflammatory cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”).

MYMD-1 currently is being evaluated in a multicenter Phase 2 clinical trial in patients with sarcopenia and frailty (age-related muscle

MyMD Florida’s intellectual property portfolio consists of 16 U.S.

granted patents, 15 granted foreign patents and 19 pending

applications (3 US, 16 foreign).

Pharmaceuticals, Inc.

(“Supera”) was formed in September 2018 and is a Florida based development company that is developing

its product candidate “Supera-CBD” as an FDA-approved synthetic analog of naturally grown cannabidiols.

Substantially all

of Supera’s research and development activities in 2020 and 2021 were related to intellectual property development and securing

patents, along with product manufacturing and planning initial pre-clinical development activities.

During the year ended December 31,

2021, these activities included preclinical work on Supera-CBD confirming it effectiveness in treating anxiety.

The preclinical data

was presented at the 4 th Annual International Cannabinoid Summit describing the superior potency of Supera-CBD.

preclinical genotoxicity studies were completed in February 2022.

April 16, 2021, pursuant to the previously announced Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (the

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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

Stock” or “Common Stock”), (y) an amount in cash, on a pro rata basis, equal to the aggregate cash proceeds received by the Company from the

exercise of any options to purchase shares of MyMD Florida Common Stock outstanding at the effective time of the Merger assumed by

4 unchanged sentences

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”).

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.

Supera was acquired by MyMD Florida through the issuance of 33,937,909 shares of pre-Merger MyMD Florida 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

connection with the closing of the Merger, the Company changed its name

to MyMD Pharmaceuticals, Inc.

and the Company Common Stock, listed 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.

April 8, 2022 , the MyMD Florida subsidiary was dissolved and merged into the New Jersey corporation MyMD Pharmaceuticals, Inc.

pursuant to an Agreement and Plan of Merger dated April 8, 2022.

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.

Basis of Presentation

Consolidated Financial Statements of the Company are prepared in U.S.

Dollars and in accordance with accounting principles generally

accepted in the United States of America (US GAAP).

Company effected a 1-for-2 reverse stock split immediately following the effective time of the Merger.

4 unchanged sentences

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

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.

Use 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.

Actual results may

differ from these estimates.

affect the application of accounting policies and the reported amounts of assets, liabilities and expenses.

Actual results may differ

from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates

are recognized in the period in which the estimates are revised and in any future periods affected.

Information about significant areas

of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts

recognized in the financial statements 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.

Revisions to accounting estimates are recognized

in the period in which the estimates are revised and in any future periods affected.

Information about significant areas of estimation,

uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in

the financial statements is included in the following notes for recording research and development expenses, impairment of intangible

assets and the valuation of share-based payments.

Functional and Presentation Currency

These consolidated financial statements are 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 Loss.

(d) Comprehensive

All financial

information has been rounded to the nearest dollar.

Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated

in Foreign Currencies, are recorded in the Consolidated Statements of Operations and Comprehensive Loss.

Comprehensive Loss

Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive

1 unchanged sentence

that historically has not been recognized in the calculation of net income.

and Cash Equivalents

Since the Company has no items of other comprehensive income

(loss), comprehensive loss is equal to net loss.

Cash 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.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 – Significant Accounting Policies (continued)

Value of Financial Instruments

Fair Value of Financial Instruments

Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables.

7 unchanged sentences

to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company

has the ability to access.

to the valuation methodology include:

10 unchanged sentences

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.

Fair Value of Financial Instruments, continued

following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2022 and December

of Marketable Securities

Valued using quoted prices in active markets for identical assets.

Schedule of Marketable Securities

Prices in Active

Prices for Similar Assets or Liabilities in

Markets (Level 2)

Prices in Active Markets for Identical Assets or Liabilities (Level 1)

Prices for Similar Assets or Liabilities in Active Markets (Level 2)

Unobservable Inputs (Level 3)

securities at December 31, 2022

2 unchanged sentences

Maturities of the securities are less than one year.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 – Significant Accounting Policies (continued)

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

of December 31, 2022 and 2021, 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, 2022 and 2021 was a gain of $ 2,958

and a loss of $ 42,793 ,

respectively.

and losses resulting from the sales of marketable securities were losses of $ 5,964 and gains of $ 39,597 for the years ended December

31, 2022 and 2021, respectively.

from the sales of marketable securities were $ 11,750,000 and $ 18,483,176 in the years ended December 31, 2022 and 2021, respectively.

Purchases of marketable securities were $ 4,836,837 and $ 13,403 during the years ended December 31, 2022 and 2021, respectively.

Prepaid Expenses

expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid

insurance and research and development expenses.

(h) Concentrations

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

to Consolidated Financial Statements

2 – Significant Accounting Policies (continued)

Management of Cash Investments

institutions and accounts receivable.

At times, the Company’s cash in banks is in excess of the FDIC insurance limit.

has not experienced any loss as a result of these cash deposits.

These cash balances are maintained with three banks as of December 31,

Risk Management of Cash and Investments

is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of

4 unchanged sentences

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

18 unchanged sentences

otherwise, the Company will valuate these investments using the

investment in Oravax, Inc.

is accounted for using the cost method.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 – Significant Accounting Policies (continued)

(k) Property,

Plant and Equipment

In accordance with FASB ASC 321-10-35-2, the Company has elected to measure

its investment in Oravax Medical, Inc.

(“Oravax”) (Note 3) as an equity security without a readily determinable fair value.

Under this election, an equity security without a readily available fair value is reflected at cost minus impairment, if any, plus or

minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether

the investment is impaired.

If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an

impairment loss equal to the difference between the fair value of the investment and its carry amount.

As of December 31, 2022, the Company

performed a qualitative assessment to evaluate whether the investment is impaired and determined that the investment was not impaired

and thus no adjustment to fair market value was required as of December 31, 2022.

Property, Plant and Equipment

of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

2 unchanged sentences

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.

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.

Leased 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

Shorter of the remaining lease or estimated useful life

Plant and equipment

Furniture and fixtures

Computer equipment & software

Leasehold Improvements

Shorter of the remaining

lease or estimated useful life

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

(l) Intangible

Intangible Assets

Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate

3 unchanged sentences

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.

other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the 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

to Consolidated Financial Statements

2 – Significant Accounting Policies (continued)

protection for the Company’s products, technology and process is important to its competitive position.

As of December 31, 2022,

the Company has 16 issued U.S.

patents, 50 foreign patents, four pending U.S.

patent applications and 15 foreign patent applications

pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected

to expire between 2036 and 2041.

Management intends to protect all other intellectual property (e.g.

copyrights, trademarks and trade

secrets) using all legal remedies available to the Company.

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.

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

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

of Amortization Recognized Estimated Useful Lives of Intangible Assets

Schedule of 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

is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not

reduce the fair value below its carrying amount.

Events or circumstances that might indicate an interim evaluation is warranted include,

among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs,

unanticipated competitive activities, and acts by governments and courts.

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

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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

Right-of-Use Assets

Company leased 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 facility housed 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

The Company cancelled the Hyde Park lease in March

2022 without penalty.

Company leased an aircraft under an operating lease (“Supera Aviation Lease”) with annual rentals of $ 600,000 plus certain

operating expenses.

The Supera Aviation Lease took effect on October 26, 2018 for a term of 36 months to expire on September 26, 2021.

The Company cancelled the Supera Aviation Lease in April 2021 without penalty.

Company leased a facility in Baltimore, Maryland (“2020 Wolfe St”) under an operating lease (“2020 Baltimore Lease”)

with annual rentals of $ 24,000 to $ 25,462 plus certain operating expenses.

The 2020 Baltimore Lease took effect on November 9, 2020 for

a term of 12 months with automatic renewals unless a sixty-day notice was provided.

The initial term expired on November 30, 2021 .

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

The 2021 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

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 – Significant Accounting Policies (continued)

The lease renewed effective December 1, 2022 for a term of 12 months with automatic renewals unless a sixty-day notice

Company leases a facility in Tampa, Florida (“Platt St”) under an operating lease (“Platt Street Lease”) with

annual rentals of $ 22,030 to $ 23,259 plus certain operating expenses.

The Platt Street Lease took effect on April 1, 2022 for a term

of 36 months.

The initial term expires on March 31, 2025 .

January 1, 2019 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases

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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

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on a collateralized basis over a similar term.

The lease term for all of the Company’s leases includes the non-cancellable period

The lease term for all 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

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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.

Company’s operating leases are comprised of the 2021 Baltimore Lease and the Platt Street Lease on the Consolidated Balance

The information related to these leases are presented below:

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of December 31, 2021

Balance Sheet

2021 Baltimore

Sheet Location

Operating Lease

1 unchanged sentence

Lease Payable - net of

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

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

Schedule of Lease Expense

December 31, 2022

December 31, 2021

2021 Baltimore

Supera Aviation

2020 Baltimore

2021 Baltimore

Lease Expenses

Operating Leases

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of December 31, 2022

2021 Baltimore

Operating Leases

Operating cash

remaining lease term

discount rate

Average remaining lease

Average discount rate

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

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of December 31, 2022

2021 Baltimore

For Years Ending December 31,

3 unchanged sentences

minimum lease payments

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 – Significant Accounting Policies (continued)

Revenue Recognition

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 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:

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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

to Consolidated Financial Statements

2 – Significant Accounting Policies (continued)

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.

and Diluted Earnings per Share of Common Stock

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.

Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that

some portion or all the deferred tax assets will not be realized.

Management makes judgments as to the interpretation of the tax laws

that might be challenged upon an audit and cause changes to previous estimates of tax liability.

In management’s opinion, adequate

provisions for income taxes have been made.

If actual taxable income by tax jurisdiction varies from estimates, additional allowances

or reversals of reserves may be necessary.

Tax benefits are

recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities.

The amount recognized

is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.

A liability for “unrecognized

tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and

measurement standards.

For the years ended December 31, 2022 and 2021, no liability for unrecognized tax benefits was required to be

was no income tax benefit recorded for the losses for the years ended December 31, 2022 and 2021 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.

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, 2022 and 2021.

The Company does not expect its uncertain tax position to change during the next twelve months.

Management is currently unaware of any

issues under review that could result in significant payments, accruals or material deviations from its position.

Tax years from 2019 through 2022 remain

subject to examination by federal and state jurisdictions.

Basic 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.

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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

net loss per share is computed using the weighted average number of shares of Common Stock and dilutive potential Common Stock outstanding

during the period.

the Company reported a net loss for the years ended December 31, 2022 and 2021, 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:

of December 31, 2022 and 2021, the following securities are excluded from the calculation of weighted average dilutive common shares

because their inclusion would have been anti-dilutive:

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

the Years Ended December 31,

to purchase Common Stock

Warrants to purchase Common Stock

to purchase Series C Preferred Stock

the Years Ended

Stock Options

Unvested Restricted Stock Units

D Convertible Preferred Stock

Warrants to purchase Common Stock

Pre-funded Warrants to purchase Common Stock

Series C Preferred Convertible Warrants

Series D Preferred Convertible Stock

potentially dilutive shares

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

to Consolidated Financial Statements

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

Stock-based Payments

Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards

Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation

expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date.

The Company estimates

the fair value of stock-based awards on the date of grant using the Black-Scholes model.

The value of the portion of the award that is

ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method.

In June 2018,

the FASB issued ASU No.

2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment

Accounting (the “2018 Update”).

The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment

transactions for acquiring goods and services from nonemployees.

Prior to the 2018 Update, Topic 718 applied only to share-based transactions

to employees.

Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards

within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when

the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the

instruments have been satisfied.

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

(t) Research and Development Costs

In 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

Recently Issued Accounting Pronouncements

Issued Accounting Pronouncements Adopted

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 “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

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

2 – Significant Accounting Policies (continued)

July 2017, FASB issued ASU 2017-11, Earnings per Share (Topic 260);

Distinguishing Liabilities from Equity (Topic 480);

Derivatives and

Hedging (Topic 815):

The new guidance amends ASC 815 to exclude consideration of a down-round feature in the evaluation of whether an

instrument is indexed to an entity’s own stock under ASC 815-40-15-7C.

That is, a down-round provision would not preclude an entity

from concluding that an instrument or feature that includes a down-round feature is indexed to the entity’s own stock.

This guidance

applies to both freestanding financial instruments and embedded conversion options (e.g., in convertible instruments with beneficial

conversion features (BCFs) or cash conversion features (CCFs)).

The ASU is effective for annual reporting periods beginning after December

The Company adopted this guidance as of January 1, 2020.

The adoption of this standard did not have a material impact on their

consolidated financial statements.

August 2020, FASB issued ASU 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

ASU 2020-06 simplifies the guidance in U.S.

GAAP on the issuer’s accounting for convertible debt instruments.

guidance removes from U.S.

GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a BCF.

As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in

Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as

preferred stock.

This ASU is effective for fiscal years beginning after December 15, 2021 and early adoption is allowed.

early adopted this guidance as of January 1, 2021.

The adoption of this standard did not have a material impact on their consolidated

financial statements.

May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50),

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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.

The adoption of this

ASU had no material impact on the Company’s consolidated financial statements and related disclosure.

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.

3 – Recent Developments, Liquidity and Management’s Plans

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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.

by and among the Company, Cystron, Oravax and, for the limited purpose set forth therein, Premas, the parties consummated the transactions

contemplated therein.

Pursuant to the Contribution Agreement, among other things, the Company caused Cystron to contribute substantially

all of the assets associated with its business of developing and manufacturing Cystron’s COVID-19 vaccine candidate to Oravax (the

“Contribution Transaction”).

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, 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

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

Note 3 – Recent

Developments, Liquidity and Management’s Plans (continued)

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

Holders of pre-Merger Company Common Stock held approximately 22.95% of the outstanding equity of the

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

accordance with ASC 805, the Company accounted for the transaction as a reverse merger with Akers Biosciences, Inc.

2 unchanged sentences

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

valuation was based upon 8,335,627 common shares outstanding and 263,026 vested restricted stock units (“RSU’) with a fair

market value of $ 4.94 per share, the closing price of Akers common shares on the NASDAQ Stock Exchange on April 16, 2021.

Schedule of Net Assets Acquired to be Allocated to Goodwill

Consideration

and Cash Equivalents

in Oravax, Inc.

and Other Payables

of Net Assets Acquired to be Allocated to Goodwill

Total Consideration

Cash and Cash Equivalents

Marketable Securities

Other Receivables

Prepaid Expenses

Investment in Oravax, Inc.

Trade and Other Payables

( 3,601,020 )

Tangible Assets Acquired

of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill

Net Tangible Assets

Excess 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

10 unchanged sentences

report, there have been no exercises of the MyMD Florida options assumed by the Company.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

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

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The Milestone Events and corresponding Milestone Payments are set forth in the table below.

Summary of Milestone Events Payment

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

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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

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, 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.

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.

As of December 31, 2022, none of the contingencies noted above have been met.

of December 31, 2022, the Company’s cash on hand was $ 749,090 and marketable securities were $ 4,086,902 .

The Company has incurred

a net loss from operations of $ 15,197,336 for the year ended December 31, 2022.

As of December 31, 2022, the Company had working

capital of $ 2,632,796 and stockholders’ equity of $ 14,695,056 including an accumulated deficit of $ 93,758,904 .

During the year

ended December 31, 2022, cash flows used in operating activities were $ 12,270,068 , consisting primarily of a net loss of $ 15,197,336

offset by non-cash share-based compensation of $ 695,191 and an increase in trade and other payables of $ 1,686,595 and a decrease in prepaid

expenses of $ 540,560 .

Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock in public and private placements.

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, 2022 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.

4 – Trade and Other Payables

and other payables consist of the following:

Schedule of Trade and Other Payables

of December 31,

Payable – Trade

of Trade and Other Payables

Accounts Payable – Trade

Accrued Expenses

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.

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

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

Promissory Note

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.

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.

of December 31, 2022 and December 31, 2021 MyMD had advanced MyMD Florida $ 3,000,000 under the Bridge Loan Note plus accrued interest

totaling $ 26,137 .

The balance of $ 3,026,137 as of December 31, 2022 and December 31, 2021, respectively, were eliminated on consolidation.

6 – Stock-based Payments

incentive Plans

4 unchanged sentences

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 the issuance of up to 2,162 shares of the Company’s Common Stock.

As of December 31, 2022, grants of restricted stock and options

to purchase 1,406 shares of Common Stock have been issued pursuant to the 2013 Plan, and 755 shares of Common Stock remain available

for issuance.

1 unchanged sentence

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

Plan provides for the issuance of up to 50,000,000 shares of the Company’s Common Stock.

As of December 31, 2022, 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.

1 unchanged sentence

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.

Plan provides for the issuance of up to 3,516 shares of the Company’s Common Stock.

As of December 31, 2022, grants of restricted

stock and options to purchase 2,538 shares of Common Stock have been issued pursuant to the 2017 Plan, and 978 shares of Common Stock

remain available for issuance.

Stock Incentive Plan

2 unchanged sentences

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

shares of Common Stock have been issued

pursuant to the 2018 Plan, and 297,037

shares of Common Stock remain available

for issuance.

up to 560,063 shares of the Company’s Common Stock.

As of December 31, 2022, grants of RSUs and restricted stock to purchase 263,026

shares of Common Stock have been issued pursuant to the 2018 Plan, and 297,037 shares of Common Stock remain available for issuance.

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

Note 6 - Stock-based Compensation, continued

Plan provides for the issuance of up to 7,228,184 shares of the Company’s Common Stock.

As of December 31, 2022, grants of RSUs

and stock options to purchase 3,149,207 shares of Common Stock have been issued pursuant to the 2021 Plan, and 4,078,977 shares of Common

Stock remain available for issuance.

following table summarizes the activities for MyMD stock options for the year ended December 31, 2022:

Summary of Stock Options Activity

at December 31, 2020

of Stock Options Activity

December 31, 2021

Canceled/Expired

2 unchanged sentences

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

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 $ 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

under the 2018 Plan and vested on January 1, 2020.

Upon vesting, such RSUs shall be settled with the issuance of common stock.

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.

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

of $ 1.15 for the Company’s common shares on December 31, 2022 and the closing stock price of $ 6.06 for the Company’s common

shares on December 31, 2021.

January 28, 2022, the Company’s Compensation Committee approved the issuance of 200,000 stock options under the 2021 Stock Incentive

These shares had a grant date fair value of $ 3.59 per share or a cumulative fair market value of $ 717,660 as calculated using Black-Scholes

(exercise price $ 3.96 per share, stock price $ 3.96 per share, volatility of 124.43 %, discount rate of 1.74 % and seven -year term).

grant was segmented into four vesting tranches triggered by performance achievements and expire on January 28, 2029 .

The Company is amortizing

the expenses over the vesting cycles of the individual tranches.

June 21, 2022, the Company granted 100,000 stock options under the 2021 Stock Incentive Plan to a third-party consultant in consideration

of services rendered.

These shares had a grant date fair value of $ 2.30 per share or a cumulative fair market value of $ 199,360 as calculated

using Black-Scholes (exercise price $ 2.30 per share, stock price $ 2.30 per share, volatility of 130.51 %, discount rate of 3.24 % and five -year

The grant vested immediately and expire on June 21, 2027.

The Company is amortizing the expense over twelve months, the term of

the consulting agreement.

the years ended December 31, 2022 and 2021, the Company incurred stock option expenses totaling $ 444,342 and $ 0 , respectively.

The unamortized

stock option expenses as of December 31, 2022 and 2021 totaled $ 113,847 and $ 0 , respectively.

of MyMD Florida Stock Options

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 December 31, 2022, options to purchase 4,188,315

shares of Company Common Stock have been issued pursuant to the plan and 0

shares of Company 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 (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.

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.

Company assumed 4,188,315 MyMD Florida stock options subject to certain terms contained in the Merger Agreement (including, but not limited

to, the amendment of such stock option to change the term of such stock option for a period expiring on April 16, 2023, the second-year

anniversary of the Merger).

The Company recorded expenses of $ 15,036,051 for the assumption of the options and the modification of the

terms which is included on the Consolidated Statement of Comprehensive Loss for the year 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.

September 11, 2020, the Compensation Committee of the Board of Directors approved grants totaling 394,680 Restricted Stock Units to the

Company’s four directors.

Each RSU had a grant date fair value of $ 4.48 which shall be amortized on a straight-line basis over

the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss.

Such RSUs were granted under

the 2018 Plan, as amended.

Fifty percent (50%) of each RSU will vest on the first anniversary date of the Grant and the remaining fifty

percent (50%) will vest on the second anniversary date;

provided that the RSUs shall vest immediately upon the occurrence of (i) a change

in control, provided that the director is employed by or providing services to the Company and its affiliates on the closing date of

such change of control, or (ii) the director’s termination of employment of service by the Company was without cause .

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

9 unchanged sentences

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.

As of March 29, 2023, the vested RSUs have not been converted to common shares of the Company.

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 employees.

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

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

(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 .

(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 .

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.

of December 31, 2022, none of the vesting milestones have been met.

January 28, 2022, the Compensation Committee of the Board of Directors approved a grant of 4,040 RSUs to a sub-contractor with a grant

date fair value of $ 15,998 and vested immediately.

Such RSUs were granted under the 2021 Plan.

The Company recorded expenses of $ 15,998

which is included Stock Based Compensation on the Consolidated Statement of Comprehensive Loss during the year ended December 31, 2022.

July 7, 2022, the Compensation Committee of the Board of Directors approved a grant of 50,167 RSUs to a sub-contractor with a grant date

fair value of $ 150,000 and vested immediately.

Such RSUs were granted under the 2021 Plan.

The Company recorded expenses of $ 138,587

which is included Stock Based Compensation on the Consolidated Statement of Comprehensive Loss during the year ended December 31, 2022.

following is the status of outstanding unvested restricted stock units outstanding as of December 31, 2022 and the changes for the

year ended December 31, 2022:

of Restricted Stock Units Activity

December 31, 2021

Canceled/Expired

at December 31, 2022

as of December 31, 2021

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

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.

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

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, 2022, 50,000,000

shares of Preferred Stock were authorized

and four classes of Preferred Stock or Warrants are designated.

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.

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 “Series D Certificate of Designation”) with the Secretary of State of the State of New Jersey.

Pursuant to the

Series D 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 Series D 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 Series D Certificate of

holder of Preferred Stock is entitled at any time to convert any whole or partial number of shares of Preferred Stock into shares of

29 unchanged sentences

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

August 5, 2021, the Company issued 16,826 shares of 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 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 net proceeds of $ 29,982 is recorded as a 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

Note 7 – Equity, continued

Common Stock Warrants

The table below summarizes the warrant activity

for the year ended December 31, 2021:

Summary of Warrant Activity

Balance at December 31, 2020

February 16, 2022, 385,135 prefunded warrants were exercised in exchange for 385,135 shares of Common Stock.

August 17, 2022, pursuant to a securities purchase agreement with certain institutional and accredited investors, dated August 15, 2022,

the Company issued and sold in a registered direct offering (the “August Offering”) an aggregate of 1,411,764 shares of its

Common Stock at an offering price of $ 4.25 per share and 1,411,764 unregistered investor warrants to purchase up to 1,411,764 shares

of its Common Stock at an exercise price of $ 5.25 , for gross and net proceeds of $ 5,999,997 and $ 5,550,028 , respectively.

Stock Warrants

table below summarizes the warrant activity for the year ended December 31, 2022:

of Warrant Activity

December 31, 2021

Canceled/Expired

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

at December 31, 2022

as of December 31, 2022

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price

of $ 1.15 for the Company’s common shares on December 31, 2022 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

July 7, 2022, the Company issued warrants to purchase up to 38,265

shares of its Common Stock at an exercise price of $ 5.98

to a vendor for services.

The cumulative fair market value of $ 93,233

as calculated using Black-Scholes (exercise price $ 5.98

per share, stock price $ 2.99

per share, volatility of 131.06 % ,

discount rate of 3.07 %

The 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.

The fair-market value of the warrants was amortized over the life of the service contract.

During the year ended December 31, 2022, the Company recognized $ 84,851

in expense which is included in Stock-Based Compensation on the Consolidated Statement of Comprehensive Loss.

August 17, 2022, in connection with the August Offering, the Company issued unregistered investor warrants to purchase up to 1,411,764

shares of its Common Stock at an exercise price of $ 5.25 (the “August Investor Warrants”) in a private placement.

Investor Warrants will be exercisable at any time and from time to time, in whole or in part, beginning six-months following the date

of issuance and for a term of five years from the initial exercise date.

Common Stock Warrants

table below summarizes the pre-funded warrant activity for the year ended December 31, 2022:

of Warrant Activity

December 31, 2021

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.

at December 31, 2022

as of December 30, 2022

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 $ 1.15 for the Company’s common shares

on December 31, 2022 and the closing stock price of $ 6.06 for Common Stock on December 31, 2021.

C Convertible Preferred Stock Warrants

table below summarizes the warrant activity for the year ended December 31, 2022:

Summary of Warrant Activity

of Warrant Activity

at December 31, 2021

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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

of $ 1.15 for the Company’s common shares on December 31, 2022 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.

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,

Company’s income tax (benefit)/provision is as follows for the years ended December 31, 2022 and 2021:

of Income Tax (Benefit)/Provision

( 5,914,000 - )

( 6,219,000 )

in Valuation Allowance

Change in Valuation

Income Tax Benefit

reconciliation of income taxes using the statutory U.S.

1 unchanged sentence

31, 2022 and 2021 are as follows:

Schedule of Reconciliation of Income Taxes Using Statutory U.S.

Income Tax Rate and Benefit from Income Taxes

Ended December 31,

Federal Income Tax Rate

Jersey State income taxes, net of U.S.

of Reconciliation of Income Tax Rate and Benefit from Income Taxes

Statutory U.S.

Federal Income Tax

New Jersey State income taxes, net of U.S.

Federal tax effect

Adjustment to deferred tax assets

in Valuation Allowance

Change in Valuation

of December 31, 2022, and 2021, the Company had U.S.

2 unchanged sentences

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 .

federal net operating loss generated in tax years beginning

before January 1, 2018 expire beginning with the year ending December 31, 2023 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.

federal net operating

loss of approximately $ 49.4 million does not expire, however it is limited to 80 % of each subsequent year’s net

As of December 31, 2022, and 2021, 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.

state net operating loss carry forwards of approximately $ 41.0 million

and $ 38.2 million, respectively, some of which expire beginning with the year ending December 31, 2023 through 2042 .

net operating losses of approximately $ 3.8 million expired during 2022.

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.

change in ownership of greater than 50 % in a moving three-year period.

The Company 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 impact on the Company’s financial statements since the Company recorded a full valuation

allowance for the deferred tax assets as of December 31, 2022 and 2021.

principal components of the deferred tax assets and related valuation allowances as of December 31, 2022 and 2021 are as follows:

Schedule of Deferred Tax Assets and Related Valuation Allowances

Ended December 31,

of Deferred Tax Assets and Related Valuation Allowances

operating loss carry-forwards

Capitalized research and development

and development tax credit

Share-based compensation

( 28,336,000 )

( 22,117,000 )

deferred tax asset

PHARMACEUTICALS, INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

8 - Income Tax Expense, continued

valuation allowance for deferred tax assets increased by approximately $ 5.9 million and $ 6.2 million, for the years ended December

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.

31, 2022 and 2021, 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.

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

4 unchanged sentences

issues under review that could result in significant payments, accruals or material deviations from its position.

Company files U.S.

The Company files

federal income tax returns and state income tax returns.

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.

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

9 – Commitments and Contingencies

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.

February 1, 2021, the Company formed the Scientific Advisory Board to (i) provide strategic advice and make recommendations to management

regarding current and planned research and development programs, (ii) advise management regarding the scientific merit of technology

or products involved in licensing and acquisition opportunities and (iii) provide strategic advice to management regarding emerging science

and technology issues and trends.

During the years ended December 31, 2022 and 2021, the Company incurred costs of $ 148,000 and $ 174,000 , respectively.

These expenses are included in Research and Development Expenses on the Consolidated Statement of Comprehensive Loss.

The Scientific

Advisory Board was disbanded effective September 30, 2022.

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.

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.

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

to Consolidated Financial Statements

9 – Commitments and Contingencies, continued

and/or long-term disruptions in the Company’s operations will negatively impact the Company’s business, operating results

We do not yet

know the full extent of potential delays or impacts on the Company’s business, vaccine development efforts, healthcare systems

or the global economy as a whole.

However, the effects have had and will likely continue to have a material impact on the Company’s

operations, liquidity and capital resources, and the Company will continue to monitor the COVID-19 situation closely.

and/or long-term disruptions in the Company’s operations may negatively impact the Company’s business, operating results

and financial condition in other ways as well.

Specifically, the Company anticipates that the stress of COVID-19 on healthcare systems

generally around the globe will negatively impact regulatory authorities and the third parties that the Company may engage in connection

generally around the globe may negatively impact regulatory authorities and the third parties that the Company may engage in connection

with the development and testing of its product candidates.

8 unchanged sentences

and Settlements

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.

MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences, Inc.), et al.

650545/2021 (Sup.

(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.

(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-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

6 unchanged sentences

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.

September 23, 2021, the Court granted MyMD Pharmaceutical, Inc.’s (“MyMD’s”) Motion to Dismiss Plaintiff’s

Amended Complaint and dismissed Plaintiff’s Amended Complaint.

The Court indicated that Mr.

6 unchanged sentences

that Plaintiff does not attempt to circumvent the statute of limitations.

May 27, 2022, the Court granted-in-part and denied-in-part MyMD’s Motion to Dismiss Plaintiff’s Complaint.

The Court reaffirmed

the ruling in the First Raymond Akers Action that any tort-based Pierce claims are time-barred.

However, the Court denied the Motion

as it pertained to Plaintiff’s contract-based Pierce claim and “Repayment of Monies Owed” claim.

On July 29, 2022,

MyMD filed its Answer, which included affirmative defenses.

As of December 31, 2022, the Second Raymond Akers Action is in the discovery

legal fees incurred were expensed as and when incurred.

5 unchanged sentences

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.

Taglich Brothers, the Company agreed to pay Taglich Brothers $ 10,000 per month.

During the year ended December 31, 2021, the Company

paid $ 80,000 for consulting services to Taglich Brothers, Inc.

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

Schroeder, a former Director was the Vice

President of Investment Banking at Taglich Brothers until his death on September 1, 2021.

Patent Holdings and SRQ Patent Holdings II

is a party to two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements, both dated November 11, 2020, with SRQ

10 unchanged sentences

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.

The balance due of $ 14,577 was paid on April 28, 2021.

Aviation I, LLC

1 unchanged sentence

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.

The Company incurred expenses totaling $ 150,000 for the year ended

December 31, 2021.

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

3 unchanged sentences

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.

6 unchanged sentences

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.

The Company recorded accretion of the debt discount totaling $ 0 and $ 608,460 , respectively,

during the years ended December 31, 2022 and 2021.

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

3 unchanged sentences

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

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 % .

Company made matching contributions to the 401(k) Plan during the years ended December 31, 2022 and 2021 of $ 41,443 and $ 16,514 , respectively.

12— Paycheck Protection Program Loan

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.

amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period.

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 Consolidated Statement

of Comprehensive Loss.

13— Patent Assignment and Royalty Agreement

November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s

current product candidate.

Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to

the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined.

The agreement is effective

until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership

or licensing agreement including the assigned patents.

No revenue has been received subject to these agreements as of December 31, 2022

14 – Subsequent Events

On February 23, 2023,

pursuant to a securities purchase agreement with certain institutional and accredited investors, dated February 21, 2023, the

Company issued and sold in a registered direct offering i) an aggregate of 15,000

shares of the Company’s newly-designated Series F Convertible Preferred Stock with a stated value of $ 1,000

per share, convertible into shares of Common Stock pursuant to the terms of the securities purchase agreement, and (ii) warrants to

acquire up to an aggregate of 6,651,885

shares of Common Stock, subject to adjustment, for gross and net proceeds of $ 15,000,000

and $ 14,041,500 ,

respectively.

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