What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-04-01 compared with 2023-03-31 · 339 added, 330 removed, 321 unchanged (68% of the section changed)

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potential impact of changes in the legal and regulatory landscape, both within and outside of the U.S.;

impact of the ongoing COVID-19 pandemic on the administration, funding and policies of regulatory authorities, both within and outside

the impact of pandemics, such as COVID-19, on the administration, funding

and policies of regulatory authorities, both within and outside of the U.S.;

dependence on third parties to conduct pre-clinical and clinical trials and manufacture its product candidates;

impact of the ongoing COVID-19 pandemic on our results of operations, business plan and the global economy;

the impact of the pandemics, such as COVID-19, on our results of operations,

business plan and the global economy;

we may face with respect to our product candidates achieving market acceptance by providers, patients, patient advocacy groups, third

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indications, as well as therapy as an anti-aging product;

is a synthetic analog of cannabidiol (“CBD”) being developed to treat various conditions, including, but not limited

to, epilepsy, pain, and anxiety/depression, through its effects on the CB2 receptor, and a monoamine oxidase enzyme (“MAO”)

Supera-CBD has shown tremendous promise in treating neuroinflammatory and neurodegenerative diseases, and will be a major

focus as the Company moves forward.

in collaboration with its CRO is in the final stages of preparing the end of Phase II, “A double-blind, randomized, Phase 2

study to investigate the efficacy, tolerability and pharmacokinetics of MYMD1 in the treatment of participants aged 65 years or older

with chronic inflammation associated with sarcopenia/frailty” for submission to the FDA.

The submission is planned for the

beginning of the second quarter of 2024.

Exploratory analysis indicates the biomarker sTNFR1 is the most sensitive biomarker for

Sarcopenia patients aged 65-75 years old.

phase II study for rheumatoid arthritis, “A double-blind, randomized, placebo-controlled multicenter Phase II proof-of-concept

study to evaluate the efficacy, safety, biological activity, and pharmacokinetics of MYMD-1™ added to methotrexate in patients

with moderate-to-severe active rheumatoid arthritis” IND application was reviewed and approved by the FDA to begin clinical

trials on August 9, 2023.

November 17, 2023 an Annual Report was submitted to the FDA.

We completed enrollment in the fourth and final cohort of patients in the Phase 2 Aging and Sarcopenia Study (“A Double-Blind,

Placebo-controlled, Randomized Study to Investigate the Efficacy, Tolerability and Pharmacokinetics of MYMD-1 in The Treatment of

Participants Aged 65 Years or Older with Chronic Inflammation Associated with Sarcopenia/Frailty”).

As mentioned above, MyMD

is preparing the submission to the FDA in the beginning of the second quarter of 2024.

Exploratory analysis indicates the biomarker

sTNFR1 is the most sensitive biomarker for Sarcopenia patients aged 65-75 years old.

PK analysis indicates that PK/PD strategy is

consistent at measurements of biomarkers 2-4 hours post-dose.

There were no serious adverse events reported, no subject dropout’s

secondary to an adverse event.

Additionally, there were no clinically significant cardiovascular, ECG issues, or neurotoxicity issues

with any patients during the study.

Supera-CBD is a synthetic

analog of cannabidiol (“CBD”) being developed to treat various conditions, including, but not limited to, epilepsy, pain,

and anxiety/depression, through its effects on the CB2 receptor, and a monoamine oxidase enzyme (“MAO”) type B.

has shown tremendous promise in treating neuroinflammatory and neurodegenerative diseases, and will be a major focus as the Company

moves forward.

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

of the Merger.

of the Merger and Reverse Stock Split

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

“Original Merger Agreement”), as amended by Amendment No.

1 thereto, dated March 16, 2021 (the Original Merger

Agreement, as amended by Amendment No.

1, the “Merger Agreement”), by and among MyMD, a New Jersey corporation

previously known as Akers Biosciences, Inc., XYZ Merger Sub, Inc.

(“Merger Sub”), and MyMD Pharmaceuticals (Florida),

Inc., a Florida corporation previously known as MyMD Pharmaceuticals, Inc.

(“MyMD Florida”), Merger Sub was merged with

and into MyMD Florida, with MyMD Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of the

Company (the “Merger”).

At the effective time of the Merger, without any action on the part of any stockholder, each

issued and outstanding share of pre-Merger MyMD Florida’s Common Stock, par value $0.001 per share (the “MyMD Florida

Common Stock”), including shares underlying pre-Merger MyMD Florida’s outstanding equity awards, was converted into the

right to receive (x) 0.7718 shares (the “Exchange Ratio”) of the Company’s Common Stock, no par value per share

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

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

the Merger assumed by the Company upon closing of the Merger prior to the second-year anniversary of the closing of the Merger (the

“Option Exercise Period”), such payment (the “Additional Consideration”), and (z) potential milestone

payment in shares of Company Common Stock up to the aggregate number of shares issued by the Company to pre-Merger MyMD Florida

stockholders at the closing of the Merger (the “Milestone Payments”) payable upon the achievement of certain market

capitalization milestone events (the “Milestone Events”) during the 36-month period immediately following the closing of

the Merger (the “Milestone Period”).

The Milestone Events and corresponding Milestone Payments are set forth in the

Merger and Milestone Payments

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

amended, the “Merger Agreement”), by and among the Company, previously known as Akers Biosciences, Inc., XYZ Merger Sub,

Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation

previously known as MyMD Pharmaceuticals, Inc.

(“MyMD Florida”), Merger Sub was merged with and into MyMD Florida, with MyMD

Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”).

The Merger consideration included potential milestone payments to the pre-Merger MyMD Florida stockholders (the “Milestone Payments”)

payable in shares of the Company’s Common Stock upon the achievement of certain market capitalization milestone events (the “Milestone

Events”) during the 36-month period immediately following the closing of the Merger (the “Milestone Period”).

The Milestone

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

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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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.

following the effective time of the Merger, the Company effected a 1-for-2 reverse stock split of the issued and outstanding Company

Common Stock (the “Reverse Stock Split”).

Upon completion of the Merger and the transactions contemplated in the Merger Agreement,

(i) the former MyMD Florida equity holders owned approximately 77.05% of the outstanding equity of the Company on a fully diluted basis,

assuming the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company Common stock and including 4,188,315 shares

of Company Common Stock underlying options to purchase shares of MyMD Florida Common Stock assumed by the company at closing and after

adjustments based on the Company’s net cash at closing;

and (ii) former Akers Biosciences, Inc.

stockholders own approximately

22.95% of the outstanding equity of the Company.

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

the Reverse Stock Split.

As a result of the Reverse Stock Split, immediately following the effective time of the Merger, every two shares

of our Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share

of our Common Stock.

No fractional shares were issued in connection with the Reverse Stock Split.

Each stockholder who did not have a

number of shares evenly divisible pursuant to the Reverse Stock Split ratio and who would otherwise be entitled to receive a fractional

share of our Common Stock was entitled to receive an additional share of our Common Stock.

connection with the closing of the Merger, we changed our name to MyMD Pharmaceuticals, Inc.

and our trading symbol on The Nasdaq Capital

Market to MYMD.

For additional information concerning the Merger, please see Note 3 to the Company’s Consolidated Financial Statements.

of Contribution and Assignment Agreement

acquired 100% of the membership interests of Cystron Biotech, LLC (“Cystron”) pursuant to a Membership Interest Purchase

Agreement, dated March 23, 2020 (as amended by Amendment No.

1 on May 14, 2020, the “MIPA”) from certain selling parties

(the “Cystron Sellers”).

Cystron is a party to a License and Development Agreement (as amended and restated on March 19,

2020, in connection with our entry into the MIPA, the “License Agreement”) with Premas Biotech PVT Ltd.

whereby Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ genetically engineered yeast

cerevisiae)-based vaccine platform, D-Crypt™, for the development of a vaccine against COVID-19 and other coronavirus infections.

We had partnered with Premas on this initiative as we sought to advance this COVID-19 vaccine candidate through the regulatory process,

both with the U.S.

Food and Drug Administration (“FDA”) and the office of the drug controller in India.

Premas was primarily

responsible for the development of the COVID-19 vaccine candidate through proof of concept and was entitled to receive milestone payments

upon achievement of certain development milestones through proof of concept.

of May 14, 2020, Premas had successfully completed its vaccine prototype and obtained transmission electron microscopic (TEM) images

of the recombinant virus like particle (VLP) assembled in yeast.

In July 2020, animal studies for the COVID-19 vaccine candidate were

initiated in India.

In addition, we announced that Premas had successfully completed the manufacturing process for the VLP vaccine candidate.

On August 27, 2020, we announced with Premas positive proof of concept results from the animal studies conducted during a four-week test

of the COVID-19 vaccine candidate in mice.

On March 18, 2021, the Company and the Cystron Sellers, which are also shareholders of Oravax

Medical, Inc.

(“Oravax”), entered into a Termination and Release Agreement terminating the MIPA effective upon consummation

of the Contribution Agreement (as defined below).

In addition, the Cystron Sellers agreed to waive any change of control payment triggered

under the MIPA as a result of the Merger.

April 16, 2021, pursuant to the Contribution and Assignment Agreement, dated March 18, 2021 (the “Contribution Agreement”)

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

contemplated therein.

Pursuant to the Contribution Agreement, effective upon the closing of the Merger, the Company agreed (i) to contribute

an amount in cash equal to $1,500,000 to Oravax and (ii) cause Cystron to contribute substantially all of the assets associated with

its business or developing and manufacturing Cystron’s COVID-19 vaccine candidate to Oravax (the “Contribution Transaction”).

In consideration for the Company’s commitment to consummate the Contribution Transaction, Oravax issued to the Company 390,000

shares of its capital stock (equivalent to 13% of Oravax’s outstanding capital stock on a fully diluted basis) and assumed all

of the obligations or liabilities in respect of the assets of Cystron (excluding certain amounts due to Premas), including the obligations

under the license agreement with Premas.

In addition, Oravax agreed to pay future royalties to the Company equal to 2.5% of all net sales

of products (or combination products) manufactured, tested, distributed and/or marketed by Oravax or its subsidiaries.

For additional

information concerning the Contribution Transaction, please see Note 3 to the Company’s Consolidated Financial Statements.

the Contribution Transaction, Oravax is pursuing the development of the COVID-19 vaccine candidate.

MyMD is currently evaluating several options

with respect to its interest in Oravax, including a potential distribution of Oravax shares to the MyMD shareholders.

This would make

Oravax a publicly held company.

MyMD’s interest in Oravax consists of 13% of Oravax’s outstanding shares of capital stock

and the rights to a 2.5% royalty on all future net sales.

In addition, MyMD currently has the right to designate a member of the board

of directors of Oravax, pursuant to which Mr.

Joshua Silverman, our Chairman of the Board, has been designated to serve as a director

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.

Company previously owned, through its subsidiary Cystron Biotech, LLC (“Cystron”), an exclusive license from Premas Biotech

(“Premas”) with respect to Premas’ vaccine platform for the development of a vaccine against COVID-19 and

other coronavirus infections.

On April 16, 2021, pursuant to the Contribution and Assignment Agreement, dated March 18, 2021 (the “Contribution

Agreement”) by and among the Company, Cystron, Oravax Medical, Inc.

(“Oravax”) and, for the limited purpose set forth

therein, Premas, 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.

Oravax is pursuing the development of the COVID-19 vaccine candidate.

MyMD’s interest in Oravax consists of 13% of Oravax’s outstanding shares of capital stock and the rights to a 2.5% royalty

on all future net sales.

MyMD has evaluated several options with respect to its interest in Oravax, including a potential distribution

of Oravax shares to the MyMD shareholders.

This would make Oravax a publicly held company.

In addition, MyMD currently has the right

to designate a member of the board of directors of Oravax, pursuant to which Mr.

Joshua Silverman, our Chairman of the Board, has been

designated to serve as a director of Oravax.

October 2023, the Company implemented a reduction in workforce, eliminating three of the Company’s ten employees.

Separated employees

were granted a severance package equal to one-quarter of their annual salary.

June 7, 2023, the Company granted the three separated employees’ options to purchase an aggregate of 7,668 shares of Common Stock

with an exercise price of $47.10 per share.

As consideration for a waiver and release in their separation agreements, the Company amended

the employees’ respective June 7, 2023 option agreements to accelerate vesting of the portion of optioned shares that otherwise

would have vested upon the first and second anniversaries of the date of grant.

The options have an exercise period of twelve months

from the date of separation.

Going Concern

of December 31, 2023, the Company’s cash on hand was $2,681,010 and marketable securities were $2,242,106.

The Company has incurred

a net loss attributable to shareholders of $8,218,163 for the year ended December 31, 2023.

As of December 31, 2023, the Company had

working capital of $828,253 and stockholders’ equity of $12,369,572 including an accumulated deficit of $101,977,067.

year ended December 31, 2023, cash flows used in operating activities were $12,980,625.

The Company does not currently have sufficient

available liquidity to fund its operations for at least the next 12 months.

Such factors raise substantial doubt about our ability to

sustain operations for at least one year from the issuance of the audited financial statements included in this Annual Report.

The accompanying

financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification

of liabilities that might be necessary should we be unable to continue as a going concern.

response to these conditions and events, we are evaluating various financing strategies to obtain sufficient additional liquidity to

meet our operating and capital requirements for the next twelve months following the date of this Annual Report.

The potential sources

of financing that we are evaluating include one or any combination of secured or unsecured debt, convertible debt and equity in both

public and private offerings.

We also plan to finance near-term operations with our cash on hand, as well as by exploring additional

ways to raise capital.

There is no assurance we will manage to raise additional capital or otherwise increase cash flows, if required.

The sources of financing described above that could be available to us and the timing and probability of obtaining sufficient capital

depend, in part, on our further developing and commercializing our product candidates and on future capital market conditions.

current assumptions regarding the pace of such development are incorrect, or if there are any other changes or differences in our current

assumptions that negatively impact our financing strategy, we may have to reduce expenditures or significantly delay, scale back or discontinue

the development or commercialization of our product candidates.

Nasdaq Deficiency

As previously disclosed, on October

11, 2023, we received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market

indicating that for the last 30 consecutive business days, the bid price for our Common Stock had closed below the minimum $1.00 per share

requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

The letter also indicated that the Company would be provided with a compliance period until April 8, 2024 (the “Compliance Period”),

in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

Effective as of 4:05 p.m.

Standard Time on February 14, 2024, we effected the Reverse Stock Split of our common stock at a ratio of one-for-thirty.

Simultaneously

with the Reverse Stock Split, number of shares of our common stock authorized for issuance was reduced from 500,000,000 shares to 16,666,666

shares, and our authorized capital stock was reduced from 550,000,000 shares to 66,666,666 shares.

Our common stock continued to be traded

on the Nasdaq Capital Market under the symbol MyMD and began trading on a split-adjusted basis at market open on February 15, 2024.

March 4, 2024, we were notified by Nasdaq that we had regained compliance with all Nasdaq listing requirements and the matter was closed.

Operations Overview

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application and maintenance costs to protect our intellectual property.

of our nine employees are principally involved in research and development activities for either MYMD-1 or Supera-CBD.

Four of our six employees are principally involved in research and development activities for either MYMD-1 or Supera-CBD.

Their salaries,

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functions and third-party costs for legal, accounting, insurance, investor relations, stock market and board expenses.

We expect general and administrative

expenses to decline over the near-term.

We incurred significant non-recurring legal and accounting fees in 2021 associated with the Merger

with Akers Biosciences and we do not anticipate the addition of new general and administrative staff.

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

Expense and Accretion of Debt Discount (related party)

expense and accretion of debt discount are the financing costs associated with the line-of-credit established between MYMD and The

Starwood Trust (the “Line of Credit”), which was terminated upon the closing of the Merger with Akers Biosciences and

paid in full along with the accumulated interest due.

Based Compensation

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

Option Modification Expenses

option modification expenses includes the re-valuation of the outstanding stock options that was performed in relation to the Merger

with Akers Biosciences.

based compensation includes the fair market value, as determined using the Black-Scholes option pricing model, of stock options issued to

key staff and consultants.

Income (Expense), net

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of Operations

of Statements of Operations for the Fiscal Years Ended December 31, 2022 and 2021

of Statements of Operations for the Years Ended December 31, 2023 and 2022

are focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD.

The following table summarized the results of operations for the years ended December 31, 2023 and 2022.

For the Year Ended

Operating Expenses

Research and Development

General and Administrative

Interest Expense & Accretion of Debt

Research and Development

Stock Based Compensation

Stock Option Modifications

Warrant Issuance Expenses

Total Operating Expenses

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$ (15,197,336 )

Preferred Stock Dividends

Net Loss Attributable to Common Shareholders

$ (8,218,163 )

$ (15,197,336 )

had no revenue from operations during the years ended December 31, 2023 and 2022.

Administrative

table below summarizes our administrative expenses for the years ended December 31, 2023 and 2022 as well as the percentage of change

year-over-year:

For the Years Ended

Personnel Costs

Professional Service Costs

Stock Market & Investor Relations Costs

Other Administrative Costs

Total Administrative Expense

costs increased $241,770 during the year ended December 31, 2023.

The increase is attributable to changes in the base salary for two

executives, bonuses, and the accumulated personal time off and severance paid to separated employees in October and November 2023.

services costs decreased $566,266 during the year ended December 31, 2023.

These costs included legal, accounting and specialized consulting

services related to the initial and quarterly calculation of the fair market value of the Series F Convertible Preferred Stock and its’

The decrease is primarily related to a reduction in the usage of general consultants and the allocation of consulting services

between the administrative and research and development functions.

market and investor relations costs decreased $60,461 during the year ended December 31, 2023.

These costs include the annual Nasdaq

listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication

efforts, transfer agent fees, and the costs of annual shareholder meetings.

administrative expenses increased $307,693 during the year ended December 31, 2023.

These costs include Board expenses, business insurance,

corporate travel, and other general business expenses.

The increase is attributable to an increase in corporate travel expenses, offset

by small reductions in most other general business expense categories.

and Development Expenses

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of change year-over-year:

For the Year Ended

Salaries and Wages

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and wages increased $677,914 during the year ended December 31, 2023.

The increase is attributed to the full year costs of a staff member

added in May 2021 and bonuses paid to three employees.

The increase is attributable to changes in the base salary for

an executive, bonuses, and the accumulated personal time off and severance paid to separated employees in October 2023.

program costs include those associated with pre-clinical development, clinical trials and other material and development programs.

Costs decreased $1,087,049 during the year ended December 31, 2022 as a result of the completion of pre-clinical toxicology studies,

the completion of Phase 1 clinical trials and the acquisition of base compounds for current and future trails.

increased $1,864,473 during the year ended December 31, 2023, a result of the completion of pre-clinical toxicology studies and the Phase

2 Sarcopenia clinical trial, the analysis of the Phase 2 Sarcopenia study results, and the acquisition of base compounds for use in on-going

services costs increased $209,462 during the year ended December 31, 2023.

These costs are primarily related to legal and patent related

fees associated with the protection of our intellectual property.

expenses increased $3,064,146 during the year ended December 31, 2022.

fees associated with the protection of our intellectual property and the allocation of consulting services between the research and development

and administrative functions.

expenses decreased $4,100,274 during the year ended December 31, 2023.

Regulatory expenses include clinical research organizations (CRO)

and regulatory consulting fees associated with Phase 2 clinical study designs, protocol preparations and the maintenance of the investigator

research and development expenses declined $18,818 during the year ended December 31, 2022.

These non-recurring regulatory services were completed in 2022.

research and development expenses increased $148,798 during the year ended December 31, 2022.

These expenses include laboratory supplies,

training and travel for department personnel while working with third-party trial sites.

Administrative

table below summarizes our administrative expenses for the years ended December 31, 2022 and 2021 as well as the percentage of change

year-over-year:

For the Years

Personnel Costs

Professional Service Costs

Stock Market & Investor Relations Costs

Other Administrative Costs

Total Administrative Expense

costs decreased $227,195 during the year ended December 31, 2022.

During the year ended December 31, 2021, bonuses were included

in general and administrative expenses, regardless of the employee’s primary responsibilities.

The increase is attributable to specialized

freight costs for materials and travel in support of the studies and data analysis of the Phase 2 Sarcopenia trial results.

During the year ended December 31, 2023, stock-based compensation totaled

These expenses include stock options issued to directors, staff, and service providers.

During the year ended December 31,

2022, these bonuses were allocated to the appropriate department based upon the employee’s responsibilities.

services costs decreased $115,687 during the year ended December 31, 2022.

These costs included legal and accounting and specialized

consulting services related to the Merger as well as other legal and accounting services regularly incurred in the course of business.

The decrease is primarily related to non-recurring legal and accounting expenses recorded during the year ended December 31, 2021 that

were related to the Merger.

market and investor relations costs increased $65,799 during the year ended December 31, 2022.

These costs include the annual Nasdaq

listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication

efforts and the costs of annual shareholder meetings.

administrative expenses decreased $622,859 during the year ended December 31, 2022.

These costs include Board expenses, business insurance,

corporate travel and the settlement of shareholder litigation related to the Merger.

We incurred significant decreases in costs

associated with the terminated aircraft lease, corporate travel and legal settlements which was offset by increases director’s

fees and business insurance costs.

Expense and Accretion of Debt Discount

Line of Credit included a requirement to issue one share of stock for each dollar borrowed.

The fair market value, as determined using

Black-Scholes, was amortized over the remaining life of the Line of Credit.

The Line of Credit also carried an annualized 5% interest rate.

Line of Credit was terminated on April 16, 2021 in connection with the Merger and was paid in full on April 28, 2021.

the year ended December 31, 2022, stock-based compensation totaled $695,191.

These expenses include stock options issued to staff and

service providers, restricted stock units and Common Stock warrants issued for services.

During the year ended December 31, 2021, we

did not incur any stock-based compensation expenses.

Option Modification Expenses

the year ended December 31, 2022, we did not incur any stock option modification expenses.

During the year ended December 31, 2021, we

recorded $15,036,051 in stock option modification expenses related to the 4,188,315 pre-Merger MyMD Florida options that were assumed

by MyMD upon the consummation of the Merger.

2022, stock-based compensation totaled $695,191 for stock options issued to staff and service providers, restricted stock units and Common

Stock warrants issued for services.

Income and Expense

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year-over-year:

For the Years

For the Years Ended

Interest and Dividend Income

Gain on Debt Forgiveness

(Gain)/Loss on FMV of Equity Investments

(Gain)/Loss on Investments

Gain/(Loss) on Sale of Marketable Securities

Gain on changes in fair value of Marketable Securities

Gain on changes in fair value of Derivative Liabilities

Gain on changes in fair value of Warrant Liabilities

Uninsured Casualty Gain/(Loss)

Total Other Income/(Expense)

income, net of expenses, totaled $85,427 for the year ended December 31, 2022, and other expenses, net of income, totaled $1,079,338

income, net of expenses, totaled $13,123,102 for the year ended December 31, 2023, and other income, net of expenses, totaled $85,427

for the year ended December 31, 2022.

During the year ended December 31, 2022 interest and dividend income, the

changes in fair value of our investments and realized gains from the sale of investments are primarily the result of rising interest rates.

gain on debt forgiveness totaling $180,257 resulted from (i) $109,657 from the negotiated settlement of the amounts due under the related

party Line of Credit, aircraft lease and personal loans and (ii) $70,600 from the forgiveness of the Payroll Protection Program loans

received in 2020.

the year ended December 31, 2021, we identified an uninsured casualty loss of $1,265,306 related to wire fraud due to a compromised electronic

mail account.

This incident began in late August 2021 and was discovered on October 26, 2021.

The Company’s internal review of

disbursements made during the period of the incident did not identify any additional losses.

third-party forensic technology company’s investigation confirmed that we were a victim of wire fraud due to a compromised electronic

the year ended December 31, 2023 interest and dividend income, the changes in fair value of our investments and realized gains from the

sale of investments are primarily the result of rising interest rates.

the year ended December 31, 2023, we recorded a gain of $3,088,800 related to the change in fair value of the derivative

We estimated the $61,000 fair value of the bifurcated embedded derivative at December 31, 2023 using a Monte Carlo

simulation model, with the following inputs:

the fair value of our common stock of $0.26 ($7.80 post reverse split) on the valuation

date, estimated equity volatility of 140.0%, estimated traded volume volatility of 150.0%, the time to maturity of 0.5 year, a

discounted market interest rate of 6.40%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of

the year ended December 31, 2023, we recorded a gain of $9,756,000 related to the change in fair value of the warrant liabilities.

fair value of the Warrants of approximately $867,000 was estimated at December 31, 2023 utilizing the Black Scholes Model using the following

weighted average assumptions:

dividend yield 0%;

remaining term of 4.15 years;

equity volatility of 120.0%;

and a risk-free interest

rate of 3.91%.

For the year ended December

31, 2023, we identified a casualty loss of $178,198 related to wire fraud due to a compromised electronic

mail account.

Following the incident, we have taken measures to enhance our electronic mail security and have modified our internal procedures

to ensure the authenticity of payment instructions.

Despite these prophylactic measures, the risk of such cyber-attacks against us or

our third-party providers and business partners remain a serious issue.

Cybersecurity incidents are pervasive, and the risks of cybercrime

are complex and continue to evolve.

Although we are making significant efforts to maintain the security and integrity of our information

systems and are exploring various measures to manage the risk of a security breach or disruption, there can be no assurance that our

security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.

the year ended December 31, 2022, we recovered $4,442 from the receiving financial institution.

of December 31, 2022, and 2021, we had U.S.

This incident occurred on May 17, 2023 and was discovered on July 20, 2023 when the vendor notified us of a delinquent invoice.

An investigation determined that the original invoice from the vendor, sent to our consultant on this project, was intercepted and resent

with altered wring instructions from a domain name that varied from the actual vendor’s domain by one character.

notified our cyber insurance carrier on November 9, 2023.During the year ended December

31, 2022, we recovered $4,442 from a financial institution involved in an October, 2021 incident.

As of December 31, 2023, and 2022, we had U.S.

federal net operating loss carry forwards of approximately $113.1 million and $107.1 million,

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million does not expire, however it is limited to 80% of each subsequent year’s net income.

As of December 31, 2022, and

2021, we had U.S.

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.

As of December 31, 2023, and 2022, we

state net operating loss carry forwards of approximately $45.2 million and $41.0 million, respectively, some of which expire

beginning with the year ending December 31, 2024 through 2043.

Section 382 of the Code, use of our net operating loss carryforwards is limited if we experience a cumulative change in ownership of

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However, the limitation had no impact on our financial

statements since we recorded a full valuation allowance for our deferred tax assets as of December 31, 2022 and 2021.

(See Note 8 to

statements since we recorded a full valuation allowance for our deferred tax assets as of December 31, 2023 and 2022 (See Note 7 to

the Consolidated Financial Statements).

and Capital Resources

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

Company has incurred net losses of $15,197,336 and $29,889,045 for the years ended December 31, 2022 and 2021, respectfully.

As of December

31, 2022, the Company had working capital of $2,632,796 and a 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 from operations of $15,197,336 offset by an increase in trade and other payables of $1,686,595, a decrease in prepaid expenses

of $540,560 and non-cash stock compensation expenses of $695,191.

Since inception, the Company has met its liquidity requirements principally

through the sale of its Common Stock in public and private placements.

See also “Recent Developments” below.

has evaluated the Company’s 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.

As of December 31, 2023, the Company’s cash on hand was $2,681,010

and marketable securities were $2,242,106.

The Company has incurred a net loss attributable to shareholders of $8,218,163 for the year

ended December 31, 2023.

As of December 31, 2023, the Company had working capital of $828,253 and stockholders’ equity of $12,369,572

including an accumulated deficit of $101,977,067.

During the year ended December 31, 2023, cash flows used in operating activities were

Since inception, the Company has

met its liquidity requirements principally through the sale of its common and preferred stock in public and private placements;

there is no assurance that management will be able to obtain additional financing in the future.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

information, see the section above titled “Going Concern.”

net cash used by operating activities during the year ended December 31, 2023, were $12,980,625, consisting primarily of a net loss of

$3,999,950 and fair value adjustments of $3,088,800 for derivatives and $9,756,000 for warrants related to the Preferred Shares offset

by non-cash share-based compensation of $3,049,537, an increase in trade and other payables of $1,042,997 and a decrease in prepaid expenses

net cash used by operating activities totaled $12,270,068 during the year ended December 31, 2022.

2 unchanged sentences

in prepaid expenses of $540,560 and non-cash stock compensation expenses of $695,191.

net cash used by operating activities totaled $19,516,475 during the year ended December 31, 2021.

Net cash used consisted principally

of the net losses from operations of $29,889,045 and a decrease in trade and other payables of $4,268,961 partially offset by non-cash

option modification expenses of $15,036,051.

net cash provided by investing activities totaled $6,913,163 for the year ended December 31, 2022 as compared to cash provided by investing

activities totaling $19,850,625 during the year ended December 31, 2021.

During the year ended December 31, 2022 we purchased securities

totaling $4,836,837 and sold securities totaling $11,750,000.

During the year ended December 31, 2021 we purchased securities totaling

$13,403, sold securities totaling $18,483,176 and received $1,380,852 from the merger.

cash provided by financing activities during the year ended December 31, 2022 was $5,550,028 which consisted of the net proceeds

from the sale of Common Stock.

Net cash provided by financing activities during the year ended December 31, 2021 was $73,533 which

consisted of the payoff of our Line of Credit totaling $3,062,444 offset by proceeds of $120,000 from the Line of Credit and

$1,826,137 from a Secured Promissory Note made to us by pre-Merger MyMD Florida which was paid off at the time of the Merger and net

proceeds of $1,189,840 from the exercise of warrants for Common Stock.

August 15, 2022, we entered into a securities purchase agreement (the “August 2022 SPA”) with certain

accredited and institutional investors pursuant to which we agreed to issue 1,411,764 shares of Common Stock (the

“August 2022 Shares”) in a registered direct offering and unregistered warrants to purchase up to an aggregate of

1,411,764 shares of Common Stock in a concurrent private placement (the “August 2022 Warrants”).

August 2022 Warrants have an exercise price of $5.25 per share, became exercisable six months following the date of issuance

and have a term of exercise equal to five years from the initial exercise date.

We received net proceeds from the sale of the

August 2022 Shares and the August 2022 Warrants, after deducting fees and other estimated offering expenses payable by the

Company, of approximately $5.5 million.

As of March 29, 2023, none of the August 2022 Warrants have been exercised and

1,411,764 of the August 2022 Warrants remain outstanding.

Accounting Policies

Our net cash provided by investing activities totaled $1,845,726 for the

year ended December 31, 2023 as compared to cash provided by investing activities totaling $6,913,163 during the year ended December 31,

During the year ended December 31, 2023 we purchased securities totaling $13,454,304 and sold securities totaling $15,300,000.

the year ended December 31, 2022 we purchased securities totaling $4,836,837 and sold securities totaling $11,750,000.

cash provided by financing activities during the year ended December 31, 2023 was $13,066,819 which consisted of 14,685,689 for the net

proceeds from the sale of Preferred Stock offset by $89,635 for the redemption of Preferred Stock, $1,452,145 for dividends and $77,090

for premiums related to the Preferred Stock.

Net cash provided by financing activities during the year ended December 31, 2022

was $5,550,028 which consisted of the net proceeds from the sale of Common Stock.

2022 Offering

August 15, 2022, we entered into a securities purchase agreement (the “August 2022 SPA”) with certain accredited and institutional

investors pursuant to which we agreed to issue 47,059 shares of Common Stock (the “August 2022 Shares”) in a registered direct

offering and unregistered warrants to purchase up to an aggregate of 47,063 shares of Common Stock in a concurrent private placement

(the “August 2022 Warrants”).

The August 2022 Warrants have an exercise price of $157.50 per share, became exercisable six

months following the date of issuance and have a term of exercise equal to five years from the initial exercise date.

We received net

proceeds from the sale of the August 2022 Shares and the August 2022 Warrants, after deducting fees and other estimated offering expenses

payable by the Company, of approximately $5.5 million.

As of December 31, 2023, none of the August 2022 Warrants have been exercised

and 47,063 of the August 2022 Warrants remain outstanding.

2023 Offering

February 21, 2023, we entered into a Securities Purchase Agreement (the “February 2023 SPA”) with certain accredited

investors, pursuant to which we agreed to sell in a registered direct offering (the “February 2023 Offering”) (i) an

aggregate of 15,000 shares (the “Series F Preferred Shares”) of our newly-designated Series F Convertible Preferred

Stock, with a stated value of $1,000 per Preferred Share (the “Series F Preferred Stock”), convertible into shares of

Common Stock (the “Series F Conversion Shares”) pursuant to the terms of the Certificate of Designations of the Series F

Preferred Stock (the “Certificate of Designation”), and (ii) warrants (the “February 2023 Warrants”) to

acquire up to an aggregate of 6,651,885 shares of Common Stock (pre-split), subject to adjustment (the “February 2023 Warrant

The Conversion Price (as defined below) is subject to customary adjustments for stock dividends, stock splits,

reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities

convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain

Following the Reverse Stock Split, (i) the Conversion Price was adjusted to $3.18 per share pursuant to the terms of

the Certificate of Designations, and (ii) the Exercise Price was adjusted to $3.18 per share and the number of February 2023

Warrant Shares was adjusted proportionately to 4,716,904 shares pursuant to the terms of the February 2023

closing, we received net proceeds from the February 2023 Offering of approximately $14.1 million, after deducting various fees and expenses.

We intend to use the net proceeds from this offering for general corporate purposes.

As of December

31, 2023, there were 6,833 Series F Preferred Shares outstanding and February 2023 Warrants outstanding to purchase

up to 4,716,904 shares of Common Stock.

F Preferred Shares

terms of the Series F Preferred Shares are as set forth in the form of Certificate of Designation.

The Series F Preferred Shares

became convertible upon issuance into the Conversion Shares at the election of the holder at any time at an initial conversion price

of $2.255 (pre-split) (the “Conversion

The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the

like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or

exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).

Following the

Reverse Stock Split, the Conversion Price for the Preferred Shares was adjusted to $3.18 per share pursuant to the terms of the

Certificate of Designations.

The Company is required to redeem the Series F Preferred Shares in 12 equal monthly installments,

commencing on July 1, 2023.

The amortization payments due upon such redemption are payable, at the company’s election, in

cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect

and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the

thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below).

For purposes of the Certificate of Designation, the “Floor Price” means $6.60 (subject to adjustment for stock splits,

stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted,

from time to time, by the Nasdaq Stock Market.

The Company may require holders to convert their Series F Preferred Shares into

Conversion Shares if the closing price of the Common Stock exceeds $202.95 per share (subject to adjustment for stock splits, stock

dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar

trading volume of the Common Stock exceeds $3,000,000 per day during the same period and certain equity conditions described in the

Certificate of Designation are satisfied.

The holders of the Series F Preferred Shares are entitled to dividends

of 10% per annum, compounded monthly, which are payable in cash or shares of Common Stock at the Company’s option, in accordance

with the terms of the Certificate of Designation.

Upon the occurrence and during the continuance of a Triggering Event (as defined in

the Certificate of Designation), the Series F Preferred Shares accrue dividends at the rate of 15% per annum.

In connection with a Triggering

Event, each holder of Series F Preferred Shares is able to require the Company to redeem in cash any or all of the holder’s Series

F Preferred Shares at a premium set forth in the Certificate of Designation.

Upon conversion or redemption, the holders of the Series

F Preferred Shares are also entitled to receive a dividend make-whole payment.

The holders of Series F Preferred Shares have no voting

rights on account of the Series F Preferred Shares, other than with respect to certain matters affecting the rights of the Series F Preferred

Company is subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment

transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends

pursuant to the Certificate of Designation), distributions or redemptions, and the transfer of assets, among other matters.

no established public trading market for the Series F Preferred Shares and the Company does not intend to list the Series F Preferred

Shares on any national securities exchange or nationally recognized trading system.

2023 Warrants

February 2023 Warrants became exercisable immediately upon issuance, have an exercise price of $2.255 per share (pre-split) (as

adjusted, the “Exercise Price”) and expire five years from the date of issuance.

The Exercise Price is subject to

customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a

“full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or

exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions).

Upon any such

price-based adjustment to the Exercise Price, the number of Warrant Shares issuable upon exercise of the Warrants will be increased

proportionately.

The Warrants were issued with an initial Exercise Price of $2.255 per share (pre-split).

Following the Reverse

Stock Split, the Exercise Price for the Warrants was adjusted to $3.18 per share and the number of February 2023 Warrant

Shares was adjusted to 4,716,904 shares pursuant to the terms of the Warrants.

There is no established public trading market for the

February 2023 Warrants and the Company does not intend to list the February 2023 Warrants on any national securities exchange or

nationally recognized trading system.

Accounting Estimates

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US

65 unchanged sentences

To calculate the fair

value of the options, certain assumptions are made regarding components of the model, including the fair value of the underlying Common Stock, risk-free interest rate, volatility, expected dividend yield and expected option life.

value of the options, certain assumptions are made regarding components of the model, including the fair value of the underlying Common

Stock, risk-free interest rate, volatility, expected dividend yield and expected option life.

Changes to the assumptions could cause

17 unchanged sentences

have no significant known off balance sheet arrangements.

2023 Offering

February 21, 2023, we entered into a Securities Purchase Agreement (the “February 2023 SPA”) with certain accredited

investors, pursuant to which we agreed to sell in a registered direct offering (the “February 2023 Offering”) (i) an

aggregate of 15,000 shares (the “Series F Preferred Shares”) of our newly-designated Series F Convertible Preferred

Stock, with a stated value of $1,000 per Preferred Share and without par value (the “Series F Preferred Stock”), convertible

into shares of Common Stock (the “Series F Conversion Shares”) pursuant to the terms of the Certificate of Designations

of the Series F Preferred Stock (the “Certificate of Designation”), and (ii) 6,651,885 warrants (the “February 2023

Warrants”) to acquire up to an aggregate of 6,651,885 shares of Common Stock, subject to adjustment (the “February 2023

Warrant Shares”).

The Conversion Price (as defined below) is subject to customary adjustments for stock dividends, stock splits,

reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible,

exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).

closing, we received net proceeds from the February 2023 Offering of approximately $14.1 million, after deducting various fees

and expenses.

We intend to use the net proceeds from this offering for general corporate purposes.

Preferred Shares

terms of the Series F Preferred Shares are as set forth in the form of Certificate of Designation.

The Series F Preferred

Shares will be convertible into the Conversion Shares at the election of the holder at any time at an initial conversion price of $2.255

(the “Conversion Price”).

The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications

and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable

or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).

will be required to redeem the Series F Preferred Shares in 12 equal monthly installments, commencing on July 1, 2023.

The amortization

payments due upon such redemption are payable, at the company’s election, in cash, or subject to certain limitations, in shares

of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the

three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the

amortization payment is due or (B) the Floor Price (as defined below).

For purposes of the Certificate of Designation, the “Floor

Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the

Nasdaq Stock Market) on the date of the Nasdaq Stockholder Approval (as defined below) (subject to adjustment for stock splits, stock

dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time

to time, by the Nasdaq Stock Market.

The Company may require holders to convert their Series F Preferred Shares into Conversion

Shares if the closing price of the Common Stock exceeds $6.765 per share (subject to adjustment for stock splits, stock dividends, stock

combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common

Stock exceeds $3,000,000 per day during the same period and certain equity conditions described in the Certificate of Designation are

holders of the Series F Preferred Shares will be entitled to dividends of 10% per annum, compounded monthly, which will be payable

in cash or shares of Common Stock at the Company’s option, in accordance with the terms of the Certificate of Designation.

the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designation), the Series F Preferred

Shares will accrue dividends at the rate of 15% per annum.

In connection with a Triggering Event, each holder of Series F Preferred

Shares will be able to require the Company to redeem in cash any or all of the holder’s Series F Preferred Shares at a premium

set forth in the Certificate of Designation.

Upon conversion or redemption, the holders of the Series F Preferred Shares are also

entitled to receive a dividend make-whole payment.

The holders of Series F Preferred Shares have no voting rights on account of

the Series F Preferred Shares, other than with respect to certain matters affecting the rights of the Series F Preferred Shares.

Company will be subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment

transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends

pursuant to the Certificate of Designation), distributions or redemptions, and the transfer of assets, among other matters.

no established public trading market for the Series F Preferred Shares and the Company does not intend to list the Series F

Preferred Shares on any national securities exchange or nationally recognized trading system.

2023 Warrants

February 2023 Warrants are exercisable immediately upon issuance at an exercise price of $2.255 per share (the “Exercise Price”)

and expire five years from the date of issuance.

The Exercise Price is subject to customary adjustments for stock dividends, stock splits,

reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances

of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise

Price (subject to certain exceptions).

There is no established public trading market for the February 2023 Warrants and the Company

does not intend to list the February 2023 Warrants on any national securities exchange or nationally recognized trading system

Stockholder Approval

ability to issue Series F Conversion Shares and February 2023 Warrant Shares using shares of Common Stock is subject to

certain limitations set forth in the Certificate of Designation, including a limit on the number of shares that may be issued until

the time, if any, that our stockholders have approved the issuance of more than 19.9% of our outstanding shares of Common Stock in

accordance with the Nasdaq Listing Rules (the “Nasdaq Stockholder Approval”).

In the February 2023 SPA we agreed to

seek the Nasdaq Stockholder Approval at a meeting of stockholders.

Certain stockholders, who beneficially held approximately 44% of

our outstanding Common Stock as of the date of the February 2023 SPA, are party to a voting agreement pursuant to which, among other

things, each such stockholder agreed, solely in their capacity as a stockholder, to vote all of their shares of Common Stock in

favor of the approval of the Nasdaq Stockholder Approval and against any actions that could adversely affect our ability to perform

our obligations under the February 2023 SPA.

The voting agreement also places certain restrictions on the transfer of the

shares of Common Stock held by the signatories thereto.

as of 4:05 p.m.

Eastern Standard Time on February 14, 2024, we effected the Reverse Stock Split of our common stock at a ratio of

one-for-thirty.

Simultaneously with the Reverse Stock Split, number of shares of our common stock authorized for issuance was

reduced from 500,000,000 shares to 16,666,666 shares, and our authorized capital stock was reduced from 550,000,000 shares to

66,666,666 shares.

All share and per share information in this report have been retroactively adjusted to reflect the Reverse Stock

Reincorporation

March 4, 2024, MyMD New Jersey merged with and into its wholly owned subsidiary, MyMD Delaware, with MyMD Delaware being the surviving

corporation, pursuant to the Plan of Merger for the purpose of changing the Company’s state of incorporation from New Jersey to

MyMD Delaware is deemed to be the successor issuer of MyMD New Jersey under Rule 12g-3 of the Securities Exchange Act of 1934,

Reincorporation did not result in any change in the Company’s name, business, management, fiscal year, accounting, location of

the principal executive offices, assets or liabilities.

In addition, the Company’s common stock retains the same CUSIP number and

continues to trade on the Nasdaq Capital Market under the symbol “MYMD.” As of the Effective Date of the Reincorporation,

the rights of the Company’s stockholders are governed by the Delaware General Corporation Law, the MyMD Delaware Certificate of

Incorporation, and the Bylaws of MyMD Delaware.

Quantitative and Qualitative Disclosures About Market Risk.

3 unchanged sentences

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 7. Management’s Discussion and Analysis