What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 1613 added, 1291 removed, 1825 unchanged (61% of the section changed)

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Scientific Officer

Chief Legal Officer

Chief Financial Officer

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

Chapman, M.D.

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

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

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

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

Prior to joining MYMD Florida and since

He also serves as the Chairman and CEO of Telomir Pharmaceuticals, Inc.,

since November 2022.

From April 2023 through March 2024, Dr.

Chapman was the Executive Chairman of MIRA Pharmaceuticals,

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

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Chapman served as

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

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

Prior to his time at Organon, Dr.

Chapman served as Director,

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

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

and supporting staff.

the Associate Director of Drug Safety, Pharmacovigilance, and Clinical Operations for Organon Pharmaceuticals.

Prior to his time at Organon,

Chapman served as Director, Medical Affairs, Drug Safety and Medical Writing Departments at Quintiles (currently known as IQVIA),

from 1995-2003.

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

(f/k/a Star Scientific,

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

(f/k/a Star Scientific, Inc.)

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

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

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

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

tuberculosis, which was organized in 2006.

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

management in 2020.

to solicit public funds and to support healthcare needs.

which was organized in 2006.

Chapman received an executive certificate from

the Harvard Kennedy School of Cambridge, Massachusetts for financial management in 2020.

Chapman received his M.D.

degree from Georgetown University in Washington, D.C.

in 1987, and completed his internship

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

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

degree from Georgetown

University in Washington, D.C.

in 1987, and completed his internship in Internal Medicine, a residency in Anesthesiology and a fellowship

in Cardiovascular and Obstetric Anesthesiology at Georgetown.

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.

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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.

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.

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, 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.

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.

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.

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

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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,

and Executive Chairman of the Board.

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

President, and Executive Chairman of the Board.

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

As the Managing Director

of Capital Markets at Taglich Brothers, Inc., 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.

Schrieber retired in 2023 from his position as the Managing Director of Capital Markets at Taglich Brothers, Inc., where Mr.

Schreiber built 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.

Schrieber joined the Board of Directors of Sonon Group, a German based company that focuses on providing

solar-powered mobility applications.

In addition, Mr.

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

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 the Company.

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

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Silverman currently serves as

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

a director of AYRO Inc., Petros Pharmaceuticals, Inc., Synaptogenix Inc., Femasys Inc., and Pharmacyte Biotech, Inc.

all of which are

public companies.

Silverman received his B.A.

from Lehigh University in 1992.

Silverman’s qualifications to sit on the Board include

his experience as an investment banker, management consultant and as a director of numerous public companies.

Silverman’s qualifications to

sit on the Board include his experience as an investment professional, 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.

From June 2022 until April 2023, Mr.

Uzonwanne served as the Chief

Executive Officer for Mira Pharmaceuticals Inc., 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 June 2022.

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.

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.

Uzonwanne was a Principal at

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

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

Prior to joining IQVIA, Mr.

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

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

strategies and advised clients on growth accelerating strategies and investments.

Prior to this role, Mr.

Uzonwanne has worked for several other companies

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

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).

qualifications to sit on the Board include his experience as a corporate strategy and transaction services adviser in the healthcare

markets globally..

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

in the healthcare markets globally.

White has been our director since August 8, 2017.

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

and business development.

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

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

operations and business development.

Most recently he has served as Chief Financial Officer of

Sidus Space, Inc (Nasdaq SIDU), 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.

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 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 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

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 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

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Compensation Committee is responsible for, among other matters:

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.

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;

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

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;

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;

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;

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;

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

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 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.

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

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Executive Compensation.

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”).

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 2023 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 2023 fiscal year (the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the

“named executive officers”).

named executive officers for 2023 were as follows:

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

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

Ian Rhodes, CPA, Interim Chief Financial Officer

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

Effective as of 4:05 pm Eastern Time on February 14, 2024 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 30.

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Compensation Table

Name and Principal Position

Compensation (2)

Chapman, M.D.

Chief Medical Officer

4,854,000 (7)

Kaplin, M.D., PhD (5)

Scientific Officer

4,854,000 (7)

Chief Legal Officer

Christopher Chapman, M.D.

2,218,565 (7)

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

effective April 16, 2021.

President, Chief Medical Officer

Adam Kaplin, M.D., PhD (4)

Chief Scientific Officer

Ian Rhodes, CPA.

Interim Chief Financial Officer

Paul Rivard, Esq.

Former Chief Legal Officer

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

31, 2023, computed as of their respective grant dates in accordance with FASB ASC Topic 718 for share-based compensation transactions.

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

and amounts paid for personal time off and severance of separated employees.

Chapman was appointed President and Chief Medical Officer of MyMD effective April 16, 2021.

Prior to the Merger, Dr.

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

November 1, 2020.

Kaplin was appointed Chief Scientific Officer of MyMD effective

April 16, 2021.

Chapman served

as the President and Chief Medical Officer of MyMD Florida effective November 1, 2020.

For further information regarding the terms of Dr.

Chapman’s employment,

see the section below titled “Narrative Disclosure to Summary Compensation Table—Employment of Chris Chapman, M.D.”

Kaplin was appointed Chief Scientific Officer of MyMD effective April 16, 2021.

Prior to the Merger, Dr.

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

On April 16, 2021, Mr.

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.

Kaplin served as Chief Scientific

Officer of MyMD Florida effective December 18, 2020.

For further information regarding the terms of Dr.

Kaplin’s employment, see the section below titled “Narrative

Disclosure to Summary Compensation Table—Employment of Adam Kaplin, M.D., Ph.D.”

Ian Rhodes serves as our interim Chief Financial Officer on the terms of a CFO Consulting

Agreement, dated July 21, 2020, between the Company and Brio Financial Group.

For further information regarding the terms of Mr.

employment, see the section below titled “Narrative Disclosure to Summary Compensation Table—Employment of Ian Rhodes.”

April 16, 2021, Mr.

Rivard entered into an employment agreement, under which he received an annual salary of $165,000.

22, 2023, Mr.

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

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 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.

Rivard served as Executive Vice President of Operations and General Counsel of MyMD Florida effective

September 21, 2020.

Effective as of November 14, 2023, Mr.

Rivard separated from his employment with the Company.

April 4, 2023, the Company granted 25,000 non-qualified stock options, on June 7, 2023, the Company granted 10,000 non-qualified

stock options, and on September 6, 2023 the Company granted 33,334 non-qualified stock options to Dr.

June 7, 2023, the Company granted 5,000 non-qualified stock options to Dr.

June 7, 2023, the Company granted 5,000 non-qualified stock options to Mr.

Disclosure to Summary Compensation Table

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options became options to purchase 2,572 shares of the Company’s Common Stock at an exercise price of $77.10.

These options expired on April 16, 2023.

Employment Agreement

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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 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.

On 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.

Chapman’s annual base salary to be set at $310,000,

effective retroactively to January 1, 2023, and on September 8, 2023, the Company and Dr.

Chapman entered into

a Seventh Amendment providing for Dr.

Chapman’s annual base salary to be set at $500,000, effective retroactively to January 1,

November 2023

November 13, 2023, the Company entered the Eighth Amendment to the employment agreement of Dr.

Chapman providing for Dr.

Chapman’s annual base salary to be adjusted from five hundred thousand dollars ($500,000) (the “Full Base Salary”)

to two hundred fifty thousand dollars ($250,000) in cash per annum, until payment of his Full Base Salary would no longer jeopardize

the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion.

The amendment

further provides that the remaining $250,000 of base salary per annum (the “Deferral Amount”) shall be deferred until

payment of the Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined

by the Company in its sole discretion, at which time the Deferral Amount may be paid, at Dr.

Chapman’s election, in shares of

Common Stock or in cash.

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

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

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.

On August 30, 2022, the Company

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.

2023 Amendment

November 13, 2023, the Company entered into an amendment to the employment agreement of Dr.

providing that Dr.

Kaplin’s employment shall have an initial term of four months, which the parties may mutually agree to extend

for additional consecutive terms of one month each.

The amendment further provided that, in the event of termination without cause by

the Company prior to the end of the initial term, Dr.

Kaplin would receive his monthly base salary through the end of the initial term.

The amendment further provided that all outstanding and unvested shares granted pursuant to the Nonqualified Stock Option Agreement,

dated June 7, 2023, between the Company and Dr.

Kaplin shall accelerate upon the termination of Dr.

Kaplin’s employment.

amendment further provided that, in the event of a termination for any reason prior to the end of the first renewal term following the

end of the initial term, the Company would continue to cover the costs of Dr.

Kaplin’s health insurance coverage through the end

of the first renewal term, subject to the execution and timely return of a release.

The initial term ended on March 12, 2024, and the

Kaplin’s employment agreement was not extended.

Kaplin serves as the Company’s Chief Scientific Officer and

receives a salary of $125,000 per annum and benefits without an employment

of Ian Rhodes

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

Effective as of January 29, 2021, the Company appointed Ian Rhodes as its interim Chief Financial Officer.

to the Consulting Agreement, the Company paid Brio an initial retainer fee of $7,500 and paid a fixed monthly payment of $13,500.

Consulting Agreement also provided that the Company would be billed for travel and other out-of-pocket costs, such as report production,

postage, etc.

The Consulting Agreement expired on June 30, 2021.

Since that time, Mr.

Rhodes has continued to serve as the Company’s

interim Chief Financial Officer under the same terms set forth in the Consulting Agreement.

of Paul Rivard, Esq.

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Under the Rivard Employment Agreement, Mr.

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

Rivard is also

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

Rivard was also

eligible to receive bonus compensation in the form of lump-sum cash payments made within 30 days following the completion of certain

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The aggregate amount of bonus compensation payable

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

Rivard upon achievement of all specified Bonus Events was $160,000.

In addition, Mr.

Rivard is eligible to receive additional bonus

Rivard was 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.

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

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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.

March 22, 2023, Mr.

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

November 13, 2023, the Company entered into a mutual employment separation agreement with Paul M.

Rivard, its Chief Legal Officer.

separation agreement provided for a lump-sum severance payment equal to three months of his normal base salary in exchange for a waiver

The separation agreement further provided that Mr.

Rivard will be deemed a contractor providing services to the Company

for purposes of any awards previously granted to him under the 2021 Plan if at the relevant time(s) he is providing services to the Company

while under the employ of a law firm representing the Company.

Equity Awards at Fiscal Year-End

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Executive Officers and which remain outstanding as of December 31, 2023:

Executive Officer

unexercisable

Christopher Chapman, M.D.

Christopher Chapman,

President, Chief Medical Officer

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Chief Scientific Officer

Interim Chief Financial Officer

Paul Rivard, Esq

Chief Legal Officer

All such options vested immediately upon grant.

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

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

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

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

Granted on October 14, 2021.

Former Chief Legal Officer

April 4, 2023.

One third of the options awarded on such date vest immediately, one third vest on the first anniversary date of the grant date, and one third vest on the second anniversary

of the grant date.

June 7, 2023.

One third of the options awarded on such date vest immediately, one third vest on the first anniversary date of the grant date, and one third vest on the second anniversary

of the grant date.

on September 6, 2023.

These options vest at various times based upon the achievement of various performance milestones.

on October 14, 2021.

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

Granted on December 3, 2018.

Granted on December 31, 2019.

Granted on August 3, 2020 .

Granted on October 26, 2020 .

Granted on December 18, 2020 .

Granted on August 21, 2020.

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)

following table presents the total compensation for each person who served as a member of our Board during 2023.

All compensation paid

Chapman during 2023 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.

Compensation (2)

Josh Silverman

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Christopher Schreiber (3)

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 RSUs.

As of December 31, 2022, Mr.

White had 223,776 outstanding RSUs.

As of December 31, 2022, Dr.

Eagle had 150,000 outstanding RSUs.

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.

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

31, 2023, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards

Codification Topic 718 for share-based compensation transactions.

column includes salaries and matching contributions paid to participants of the 401(k) Plan for non-executive employee members of

January 24, 2020, Mr.

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

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

In connection with an overall reduction in compensation paid to the

Company’s directors implemented in November 2023, effective November 13, 2023, the Company entered into an amendment to the employment

agreement of Mr.

Schreiber providing for Mr.

Schreiber’s annual fee to be adjusted from three hundred thousand dollars ($300,000)

(the “Full Fee”) to sixty thousand dollars ($60,000) in cash per annum, until payment of his Full Fee would no longer jeopardize

the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion.

The amendment further

provides that the remaining $240,000 of the fees per annum (the “Fee Deferral Amount”) shall be deferred until payment of

the Fee Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company

in its sole discretion, at which time the Fee Deferral Amount may be paid, at Mr.

Schreiber’s election, in shares of Common Stock

The amendment also clarified that Mr.

Schreiber’s title is “Director.”

Disclosure to Director Compensation Table

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

On November 13, 2023, the

Board approved certain adjustments to the director fees.

Silverman’s fees were decreased from $216,000 to $60,000 annually,

with payment of the excess amount of $156,000 deferred until the date that payment of such amount would no longer jeopardize the Company’s

ability to continue as a going concern, as determined by the Company in its sole discretion, at which time such amount may be paid, at

Silverman’s election, in shares of Common Stock or in cash.

Eagle’s, Uzonwanne’s, and White’s fees

were decreased from $96,000 to $60,000 annually, with payment of the excess amounts of $36,000 per director deferred until the date that

payment of such amounts would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company

in its sole discretion, at which time such amounts may be paid, at each director’s election, in shares of Common Stock or in cash.

October 14, 2021, the Compensation Committee of the Board authorized the issuance of 93,166 restricted stock units with a fair market

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

On June 5, 2023, the Compensation

Committee of the Board authorized the issuance, effective as of June 7, 2023, of options to purchase an aggregate of 66,498 shares of

Common Stock with an exercise price of $49.80 per share to the directors and key employees of the Company.

These options vested (i) one

third on the date of grant;

(ii) one third on the first anniversary of the date of grant;

and (iii) one third on the second anniversary

of the date of grant, provided that the holder remains employed by the Company or a subsidiary on the applicable vesting date.

Compensation Plans

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shall be performed solely by the 2021 Plan Administration Committee.

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.

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 .

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

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

performance, are eligible to participate in the 2021 Plan.

As of the 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.

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

any of its subsidiaries, whose judgment, initiative, and efforts contributed to or may be expected to contribute to the

Company’s successful performance, are eligible to participate in the 2021 Plan.

As of the December 31, 2023, the Company had 5

employees, 1 contractor, 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

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(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;

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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 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.

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

As of December 31, 2023, options to purchase 0 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 (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

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stock options under the plan.

A total of 50,000,000 shares of MyMD Florida Common Stock were authorized for the grant of awards under the MyMD Florida

Incentive Plan.

A total of 50,000,000 shares of pre-Merger MyMD Florida Common Stock were authorized for the grant of awards under the

MyMD Florida Incentive Plan.

Administration .

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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 December 31, 2022 756 shares of Common Stock remain available

for grants under 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 73 shares of the Company’s Common Stock, and as of December 31, 2023 19 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”).

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The purpose of the 2017 Plan is to provide

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

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

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

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.

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

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

As of December 31, 2022, grants of

restricted stock and options to purchase totaling 93 shares of Common Stock have been issued pursuant to the 2017 Plan and as of

December 31, 2023, 25 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 Stock Incentive Plan (the “2018 Plan”) and on August

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the vesting and exercisability of outstanding awards upon the occurrence of a change of control (as defined in the 2018 Plan).

March 29, 2019, the Compensation Committee of the Board approved the grant of 2,601 RSUs to Mr.

Each RSU had a grant date

fair value of $46.56 which was amortized on a straight-line basis over the vesting period into administrative expenses within our Consolidated

Statement of Comprehensive Loss.

Such RSUs were granted under the 2018 Plan, and vested on January 1, 2020.

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

Each RSU had a grant

date fair value of $4.48 which was amortized on a straight-line basis over the vesting period into administrative expenses within our

Consolidated Statement of Comprehensive Loss.

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

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

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

Schreiber is employed or providing services to us and our affiliates

on the closing date of such change in control, (ii) Mr.

Schreiber’s termination of employment or services to us and our affiliates

by reason of death or disability, or (iii) Mr.

Schreiber’s termination of employment or services by us without cause.

At our election,

the vested RSUs may be settled for cash.

The RSUs accelerated and vested in full upon the closing of the Merger on April 16, 2021.

Compensation Plan Information

following table provides information 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

of securities to be issued upon exercise of outstanding options, warrants and rights (a)

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, 2023:

Weighted-average

exercise price of outstanding options (b)

remaining available for future issuance under equity

plans (excluding securities

in column (a))

compensation plans approved by security holders (1)

Equity compensation

plans not approved by security holders

plans approved by security holders (1)

Equity compensation plans

not approved by security holders

shares available for issuance under the Equity Compensation Plans.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

following table sets forth information regarding the beneficial ownership of our voting securities as of March 29, 2023 by

(i) each person known to us to beneficially own five percent (5%) or more of any class of our voting securities;

(ii) each of our

named executive officers and directors;

and (iii) all of our named directors and executive officers as a group.

The percentages of

voting securities beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial

ownership of securities.

Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or

shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes

the power to dispose of or to direct the disposition of the security.

Except as indicated in the footnotes to this table, to our

knowledge and subject to community property laws where applicable, each beneficial owner named in the table below has sole voting

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

following table sets forth information regarding the beneficial ownership of our voting securities as of March 29, 2024 by (i) each person

known to us to beneficially own five percent (5%) or more of any class of our voting securities;

(ii) each of our named executive officers

and directors;

and (iii) all of our directors and executive officers as a group.

The percentages of voting securities beneficially

owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes

the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the

disposition of the security.

Except as indicated in the footnotes to this table, to our knowledge and subject to community property laws

where applicable, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares

beneficially owned and each person’s address is c/o MyMD Pharmaceuticals, Inc., 855 N.

Wolfe Street, Suite 601, Baltimore, MD 21205.

Percentage of Common Stock ownership is based on 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.

Percentage of Common Stock ownership is based on 2,157,632 shares of Common Stock issued and outstanding as of March 29, 2024.

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, 2024.

number of shares of Common Stock beneficially owned by the principal stockholders and the percentage of shares outstanding, as set forth

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exercisable or exercisable within sixty (60) days of March 29, 2024 by that stockholder are deemed outstanding.

Number of Shares of Common Stock Beneficially Owned (1)

Percentage of Class

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

Percentage of Class

Total Voting Power

5% Beneficial Owner

Richard Abbe / Iroquois Capital Investment Group LLC (3)

Caroline Williams / Starwood Trust (4)

Samuel Duffey (5)

of Shares of Common Stock Beneficially Owned (1)

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

5% Beneficial

Richard Abbe /

Iroquois Capital Investment Group LLC (3)

Caroline Williams / Starwood

Premas Biotech PVT Ltd.

Named Executive Officers and Directors

Executive Officers and Directors

Joshua Silverman (6)

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Paul Rivard (13)

All current executive officers and Directors as a group (9 persons)

All current executive officers

and Directors as a group (8 persons)

Less than 1%.

of Common Stock beneficially owned and the respective percentages of beneficial ownership of Common Stock assume the exercise of

all options and other securities convertible into Common Stock beneficially owned by such person or entity currently exercisable

or exercisable within 60 days of 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.

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.

Percentage of Common Stock ownership is based on 2,157,632

shares of Common Stock issued and outstanding as of March 29, 2024.

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, 2024.

information is based on a Schedule 13G/A filed with the

SEC on February 14, 2024 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 (“Ms.

Page”) and Richard

Abbe”) make voting and investment decisions on behalf of IMF.

As a result of the foregoing,

Abbe may be deemed to have beneficial ownership (as determined under Section

13(d) of the Exchange Act) of the securities held by Iroquois Capital and IMF.

owns (1) 6,248 shares of Common Stock, (2) 2,083 shares of Series F Preferred Stock, which are convertible into up to

655,032 shares of Common Stock (subject to a 4.99% beneficial ownership blocker), and (3) warrants to purchase up to 1,609,769

shares of Common Stock, including warrants to purchase up to 1,572,328 shares of Common

Stock that are subject to a 4.99% beneficial ownership blocker and warrants to purchase up to 37,441 shares of Common Stock that are subject to a 9.99% beneficial ownership blocker.

Abbe also has voting control and investment discretion over securities held by Iroquois Capital Investment Group LLC (“ICIG”).

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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,

Individually and as Trustee of the Starwood Trust (“Trust”).

ICIG owns (1) 473 shares of Common Stock, (2) 2,083 shares of Series F Preferred Stock, which are

convertible into up to 360,378 shares of Common Stock (subject to a 4.99% beneficial ownership blocker), and warrants to purchase up to 881,633 shares of Common Stock, including warrants to purchase up to 864,780 shares of Common Stock

that are subject to a 4.99% beneficial ownership blocker and warrants to purchase up to 16,853 shares of Common Stock that are subject

to a 9.99% beneficial ownership blocker.

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 3,859 shares of Common

Stock held in aggregate by such Accounts.

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

individually and as Trustee of the Starwood Trust (“Trust”), and on information available to the Company.

The Schedule 13D

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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.

The Trust owns 2,471,479 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.

March 23, 2020, Premas Biotech PVT., Ltd received 103,782 shares of Common Stock and 72,992 shares of Series D Convertible 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) 5,000 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 March 29, 2023.

73,776 RSU awards to Mr.

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

Silverman, (ii) 2,459 restricted stock unit (“RSU”) awards to Mr.

that are vested or scheduled to vest within 60 days of March 29, 2024, and (iii) 2,222 shares of Common Stock issuable upon the exercise of

options held by Mr.

Silverman exercisable within 60 days of March 29, 2024.

(i) 2,459 RSU awards to Mr.

White that are vested or scheduled to vest within 60 days of March 29, 2024 and (ii) 1,666 shares of

Common Stock issuable upon the exercise of options held by Mr.

White exercisable within 60 days of March 29, 2024.

5,277 shares of Common Stock issuable upon the exercise of options held by Dr.

Eagle which vested immediately upon grant and expire

April 16, 2023.

Eagle exercisable within 60 days of March 29, 2024.

1,666 shares of Common Stock issuable upon the exercise of options held by Mr.

Uzonwanne exercisable within 60 days of March 29, 2024.

88,238 RSU awards to Mr.

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

(i) 2,941 RSU awards to Mr.

Schreiber that are vested or scheduled to vest within 60 days of March 29, 2024 and (ii) 1,666 shares

of Common Stock issuable upon the exercise of options held by Mr.

Schreiber exercisable within 60 days of the March 29, 2024.

11,666 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.

Chapman exercisable within 60 days of March 29,

1,666 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.

Kaplin exercisable within 60 days of March 29, 2024.

Represents (i) 15,000 shares of Common Stock and (ii) 1,666 shares of Common Stock issuable upon the exercise of options held by Mr.

Rivard exercisable within 60 days of March 29, 2024 .

of November 14, 2023, Mr.

Rivard separated from his employment with the Company.

Certain Relationships and Related Transactions, and Director Independence.

13 unchanged sentences

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

Executive Compensation”

herein, since January 1, 2022, 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.

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 47,059 shares of its Common

Stock at an offering price of $127.50 per share and, in a concurrent private placement (together with the August RD, the “August

Offerings”), 47,063 unregistered investor warrants to purchase up to 47,063 shares of its Common Stock at an exercise price

of 157.50, 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”) 7,844 shares of Common Stock and warrants to purchase an additional 7,844

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;

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

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.

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

ICIG 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”), 11,765 shares of Common Stock and warrants to

purchase an additional 11,765 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 40,651 shares of Common Stock (adjusted

to 864,780 shares of Common Stock pursuant to the terms of the Warrants following the Reverse Stock Split).

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 73,910 shares of Common Stock

(adjusted to 1,572,328 shares of Common Stock pursuant to the terms of the Warrants following the Reverse Stock Split).

April 14, 2023, the Company issued a reimbursement payment to Mr.

Jonnie Williams, Sr.

in the amount $500,000.

The payment represented

reimbursement for expenses incurred by Mr.

Williams meeting with potential strategic corporate partners on behalf of the Company as part

of the Company’s business development efforts.

Williams is an immediate family member of a stockholder who beneficially holds

more than 5% of our Common Stock.

Director Independence

See “Item 10.

Executive Officers, and Corporate Governance—Director Independence,” above.

Principal Accountant Fees and Services.

23 unchanged sentences

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 ID No:

Consolidated Balance Sheets

8 unchanged sentences

Form 10-K Summary.

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.

1 to Agreement and Plan of Merger and Reorganization, dated March 16, 2021, by and among Akers Biosciences, Inc., XYZ Merger Sub Inc., and MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021)

Amended and Restated Certificate of Incorporation, effective April 16, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective April 16, 2021 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Amended and Restated Bylaws of MyMD Pharmaceuticals, Inc., effective April 16, 2021 (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

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).

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).

1 to Agreement and Plan of Merger and Reorganization, dated March 16, 2021, by and among Akers Biosciences, Inc., XYZ Merger

Sub Inc., and MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 2.2 to the Company’s Registration Statement

on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021)

Agreement and Plan of Merger, dated March 4, 2024, by and between MyMD Pharmaceuticals, Inc., a New Jersey corporation, and MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

and Restated Certificate of Incorporation, effective April 16, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

of Amendment to Amended and Restated Certificate of Incorporation, effective April 16, 2021 (incorporated herein by reference to

Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective February 14, 2024 (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 13, 2024).

Certificate of Incorporation of MyMD Pharmaceuticals, Inc., a Delaware corporation (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 March 7, 2024).

Certificate of Correction, dated March 25, 2024, to the Certificate of Incorporation of MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on March 26, 2024).

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).

Bylaws of MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

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.

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).

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).

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).

1 to Rights Agreement, dated as of March 18, 2021, by and between Akers Biosciences, Inc.

and VStock Transfer, LLC, as Rights Agent (incorporated herein by reference to Exhibit 4.19 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

Form of Pre-Funded Warrant.

and VStock Transfer, LLC, as Rights

Agent (incorporated herein by reference to Exhibit 4.19 to the Company’s Registration Statement on Form S-4/A filed with the

Securities and Exchange Commission on March 19, 2021).

of Pre-Funded Warrant.

of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

Form 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).

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).

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).

(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).

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).

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).

9 unchanged sentences

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).

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.

19 unchanged sentences

(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.

(incorporated herein by reference to Exhibit 10.48 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

Termination and Release Agreement, dated March 16, 2021, by and among Akers Biosciences, Inc., Cystron Biotech LLC, Premas Biotech Pvt.

Ltd., and the other parties signatory thereto (incorporated herein by reference to Exhibit 10.49 to the Company’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

MyMD Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Form of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

Asset Purchase Agreement, dated November 11, 2020, by and between MyMD Pharmaceuticals, Inc.

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).

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

(incorporated herein by reference to Exhibit 10.48 to the Company’s Registration Statement on Form S-4/A filed with the Securities

and Exchange Commission on March 19, 2021).

and Release Agreement, dated March 16, 2021, by and among Akers Biosciences, Inc., Cystron Biotech LLC, Premas Biotech Pvt.

and the other parties signatory thereto (incorporated herein by reference to Exhibit 10.49 to the Company’s Registration Statement

on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on

Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form

8-K filed with the Securities and Exchange Commission on April 22, 2021).

of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form

8-K filed with the Securities and Exchange Commission on April 22, 2021).

Purchase Agreement, dated November 11, 2020, by and between MyMD Pharmaceuticals, Inc.

and Supera Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

MyMD Pharmaceuticals (Florida) Inc.

Second Amendment to Amended and Restated 2016 Stock Incentive Plan, dated July 1, 2019 (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amended and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings II, LLC and Supera Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amended and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings, LLC and MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc., effective December 18, 2020 (incorporated herein by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

1 to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc, dated February 11, 2021 (incorporated herein by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., effective November 1, 2020 (incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

1 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated December 18, 2020 (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Amendment No.

2 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated January 8, 2021 (incorporated herein by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

(incorporated

herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission

on May 18, 2021).

Pharmaceuticals (Florida) Inc.

Second Amendment to Amended and Restated 2016 Stock Incentive Plan, dated July 1, 2019 (incorporated

herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission

on May 18, 2021).

and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings II,

LLC and Supera Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on

Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings, LLC

and MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form

10-Q filed with the Securities and Exchange Commission on May 18, 2021).

Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc., effective December 18, 2020 (incorporated herein by reference

to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18,

1 to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc, dated February 11, 2021 (incorporated

herein by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange

Commission on May 18, 2021).

Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., effective November 1, 2020 (incorporated herein by reference

to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18,

1 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated December 18, 2020 (incorporated

herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange

Commission on May 18, 2021).

2 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated January 8, 2021 (incorporated

herein by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange

Commission on May 18, 2021).

3 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated February 11, 2021 (incorporated

9 unchanged sentences

Commission on May 18, 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.

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).

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).

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).

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).

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).

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).

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).

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.

(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).

Seventh Amendment to Employment Agreement, dated September 6, 2023, by and between MyMD Pharmaceuticals, Inc.

Chris Chapman

Eighth Amendment to Employment Agreement, dated November 13 2023, by and between MyMD Pharmaceuticals, Inc.

Chris Chapman (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 14, 2023).

Amendment to Employment Agreement, dated November 13, 2023, by and between MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and

Exchange Commission on November 14, 2023).

Employment Mutual Separation Agreement, dated November 13, 2023, by and between MyMD Pharmaceuticals, Inc.

Rivard (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

First Amendment to Agreement, dated November 13, 2023, by and between MyMD Pharmaceuticals, Inc.

and Christopher C.

Schreiber (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

List of Subsidiaries of MyMD Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023)

of Morison Cogen LLP, Independent Registered Public Accounting Firm.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

MyMD Pharmaceuticals, Inc.

Compensation Recovery Policy

Data Files of Financial Statements and Notes.

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Filed herewith

Furnished herewith.

Management contract or compensatory plan or arrangement.

** The schedules and exhibits to the Agreement and

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

A copy of any omitted schedule and/or

exhibit will be furnished to the SEC upon request.

The schedules and exhibits to the Agreement and Plan of Merger and Reorganization have been omitted pursuant to Item 601(b)(2) of Regulation

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

accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

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PHARMACEUTICALS, INC.

March 31, 2023

April 1, 2024

Christopher C.

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Chief Medical Officer and Director

April 1, 2024

Chapman, M.D.

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Chief Financial Officer

April 1, 2024

Financial Officer and Principal Accounting Officer)

Joshua Silverman

April 1, 2024

Christopher C.

April 1, 2024

Jude Uzonwanne

April 1, 2024

to Consolidated Financial Statements

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on the Financial Statements

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

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

and Subsidiaries (the Company) as of December

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period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3 to the financial statements, the Company has experienced net losses and negative cash flows from operations for the years ended

December 31, 2023 and 2022, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans

in regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

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or on the accounts or disclosures to which they relate.

Concern Assessment

discussed in Note 3 to the consolidated financial statements, historically, the Company has incurred net losses.

Since its inception,

the Company has met its liquidity requirements principally through the sale of its common stock in public and private placements.

Company believes that its current financial resources as of the date of issuance of the consolidated financial statements are sufficient

to fund its current operating budget and contractual obligations as of December 31, 2022 as they fall due in the next twelve-month period,

and as such have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon

the Company’s ability to continue as a going concern.

In making such a determination, management prepared a short-term cash flow

Management used significant assumptions in preparing the short-term cash flow projection, which included operating costs

and financing obligations.

of bifurcated embedded derivative

discussed in Note 2 to the consolidated financial statements, on February 21, 2023, the Company sold 15,000 shares of Series F

Convertible Preferred Stock (“Preferred Stock”), with various embedded features.

The Preferred Stock was determined to

be more akin to a debt-like host than an equity-like host.

The Company concluded that the embedded features were not clearly and

closely related to the debt host instrument and thus were deemed to be bifurcated embedded derivatives (“Embedded

Derivative”).

The Embedded Derivative liabilities are measured at fair value at inception and then are required to be

re-measured and reported at fair value at each reporting period.

Management’s estimate of the Embedded Derivative liabilities

at inception and as of December 31, 2023 was $3,149,800 and $61,000.

Management applies considerable judgment in selecting

assumptions used to estimate the Embedded Derivative liabilities and changes in market conditions or variations in certain

assumptions could result in significant fluctuations in the estimate.

Management estimates the fair value of the Embedded Derivative

liabilities using a Monte Carlo simulation model, with the following inputs:

the fair value of the Company’s common stock on

the issuance date and re-measurement date, estimated equity volatility, estimated traded volume volatility, the time to maturity, a

discounted market interest rate, a dividend rate, a penalty dividend rate, and probability of default.

The fair value of the

bifurcated derivative liabilities was estimated utilizing the with and without method which uses the probability weighted difference

between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

the inherent uncertainty in selecting assumptions and the complexity of the calculations, we have determined that management’s

valuation of Embedded Derivative liabilities is a critical audit matter which required a high degree of auditor judgment and an increased

extent of effort when performing audit procedures to evaluate the judgments made and the reasonableness of the models and assumptions

used in the valuation.

The audit effort included the use of professionals with specialized skill and knowledge to assist in performing

these procedures and evaluating the audit evidence obtained from these procedures

the Board of Directors and Stockholders of

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and Subsidiaries

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:

the involvement of our fair value specialists, we developed an independent fair value estimate

for a sample and compared our estimate to the Company’s estimate and evaluated any

We developed our estimate by evaluating the observable and unobservable inputs

used by management or developing independent inputs.

the involvement of our fair value specialists, we evaluated the methods, models, and judgments

applied by management in the determination of principal assumptions and the calculation of

Embedded Derivative liabilities.

the re-measurement at December 31, 2023, we evaluated management’s ability to accurately

estimate fair value by comparing management’s fair value re-measurements at quarterly

reporting dates during 2023 to their fair value re-measurement at December 31, 2023.

Concern Assessment

discussed in Note 3 to the consolidated financial statements, historically, the Company has incurred net losses.

inception, the Company has met its liquidity requirements principally through the sale of its preferred and common stock in public

and private placements.

The Company believes that its current financial resources as of the date of issuance of the consolidated

financial statements are not sufficient to fund its current operating budget and contractual obligations as of December 31, 2023 as

they fall due in the next twelve-month period, and as such have concluded that there are no material uncertainties related to events

or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern.

In making such a

determination, management prepared a short-term cash flow projection.

Management used significant assumptions in preparing the

short-term cash flow projection, which included operating costs and financing obligations.

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

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equity security without a readily determinable fair value.

Morison Cogen LLP

have served as the Company’s auditor since 2010.

/s/ Morison Cogen LLP

We have served as the Company’s auditor since

Bell, Pennsylvania

April 1, 2024

PHARMACEUTICALS, INC.

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31, 2023 and 2022

Cash and Cash

Marketable Securities

and Cash Equivalents

Current Assets

Operating Lease Right-of-Use

Lease Right-of-Use Assets

in Oravax, Inc.

Non-Current Assets

Trade and Other Payables

Due to MyMD Florida Shareholders

and Other Payables

MyMD Florida Shareholders

Lease Liability

Current Liabilities

Non-Current Liabilities

Due to MyMD Florida Shareholders,

net of current portion

Compensation Payable

Lease Liability, net of current portion

Non-Current Liabilities

Commitments and Contingencies

SHAREHOLDERS’ EQUITY

Preferred Stock, no par

value, 50,000,000 total preferred shares authorized

Series D Convertible Preferred Stock, 211,353

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

and December 31, 2021

and Contingencies

F Convertible Preferred Stock, with

par value $ 0.001 per share and a stated value of $ 1,000

per share, 15,000

shares designated as of December 31, 2023 and December 31, 2022, 6,833

shares issued and outstanding as of December 31, 2023 and December 31, 2022.

Liquidation preference of $ 6,833,500

plus dividends at 10 %

per annum of $ 265,350

as of December 31, 2023.

STOCKHOLDERS’

Stock, with par

value $ 0.001 per share, 50,000,000

total preferred shares authorized

Series D Convertible

Preferred Stock, 211,353

shares designated, with

par value $ 0.001 per share and a stated value of $ 0.01

per share, 72,992

shares issued and outstanding as of December 31, 2023 and December 31, 2022

Preferred stock value

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

Common stock, par value

$ 0.001 per share, 16,666,666 shares

authorized 2,018,857 and

1,315,674 issued

and outstanding as of December 31, 2023 and December 31, 2022

Additional Paid In Capital

( 101,977,067 )

( 93,758,904 )

Shareholders’ Equity

Liabilities and Shareholders’ Equity

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these consolidated financial statements

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Product Revenue

Product Cost of Sales

Administrative Expenses

Cost of Sales

Administrative

Research and Development Expenses

Accretion of Debt Discount

Stock Based Compensation

Stock Option Modification

Loss from Operations

Warrant Issuance Expenses

from Operations

( 17,123,052 )

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Interest and Dividend Income

(Gain)/Loss on Sales of Marketable Securities

Unrealized (Gain)/Loss on Marketable Securities

Gain on Debt Forgiveness

Uninsured Casualty Losses

(Gain)/Loss on Sales of Marketable

Unrealized (Gain)/Loss on

Marketable Securities

Change in fair value of Derivatives

( 3,088,800 )

Change in fair value of Warrant

( 9,756,000 )

Casualty Losses

Other (Income) Expenses

( 13,123,102 )

Loss Before Income Tax

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( 15,197,336 )

Income Tax Benefit

$ ( 3,999,950 )

$ ( 15,197,336 )

Basic and Dilutive net

loss per common share

Weighted average basic

and diluted common shares outstanding

Preferred Stock Dividends

Income/(Loss) Attributable to Common Stockholders

$ ( 8,218,163 )

$ ( 15,197,336 )

and Dilutive net loss per common share

average basic and diluted common shares outstanding

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

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AND SUBSIDIARIES

Statement of Changes in Stockholders’ Equity /(Deficit)

Statement of Changes in Stockholders’ Equity

the Years Ended December 31, 2023 and 2022

Series D Convertible

Balance at December 31, 2021

$ 102,064,218 - -

$ ( 78,561,568 )

( 15,197,336 )

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

$0.001 Par Per Share

F Convertible

D Convertible

Stock $0.001 Par Per Share

Balance at December

$ ( 93,758,904 )

Balance at December

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( 3,999,950 )

$ ( 5,257,032 )

Round-up shares from the 1-for-30

reverse split effective February 23, 2024

Round-up shares from the 1-for-30

reverse split effective February 23, 2024

Issuance of common stock for

vested restricted stock units

Exercise of prepaid equity

forward contract

Issuance of 15,000 shares of

Series F Convertible Preferred Stock, net of discount and offering costs of $ 14,087,111

Conversion of 1,250 shares

of Series F Convertible Preferred Stock, July 1, 2023 installment of $ 1,429,871 paid with common stock

Conversion of shares

of Series F Convertible Preferred Stock

Conversion of 1,250 shares

of Series F Convertible Preferred Stock, August 1, 2023 installment of $ 1,429,871 paid with common stock

Conversion of shares of Series

F Convertible Preferred Stock, One

Conversion of 1,250 shares

of Series F Convertible Preferred Stock, September 1, 2023 installment of $ 1,429,871 paid with common stock

of shares of Series F Convertible Preferred Stock, Two

Conversion of 1,187 shares

of Series F Convertible Preferred Stock, October 1, 2023 installment of $ 1,429,871 paid with common stock

of shares of Series F Convertible Preferred Stock, Three

Accelerated Conversion of 204