What changed in this filing

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Item 9A. Controls and Procedures

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39 unchanged sentences

Other Information.

April 8, 2025, the Company entered into the April 2025 Amendment Agreement with the Required Holders (as defined in the Series F Certificate

of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required Holders agreed to amend (i) the Series F-1

Certificate of Designations, as described below, by filing the April 2025 Series F-1 Certificate of Amendment with the Secretary of State

of the State of Delaware, (ii) the Series F Certificate of Designations, as described below, by filing the April 2025 Series F Certificate

of Amendment with the Secretary of State of the State of Delaware, (iii) the Series F-1 Purchase Agreement, to amend the definition of

“Excluded Securities” such that the definition includes the issuance of common stock issued after the date of the Series F-1

Purchase Agreement pursuant to an Approved Stock Plan (as defined in the Series F-1 Purchase Agreement), which in the aggregate does

not exceed more than 2% of the shares of common stock issued and outstanding as of the date of such issuance, and (iv) to amend the term

of the Series F-1 Short-Term Warrants to be five years from the date of issuance.

In addition, in consideration of the foregoing, the

Company agreed to reduce the size of the board of directors of the Company to no more than six directors, no later than the Company’s

2025 annual meeting of stockholders.

The April 2025 Series F Certificate of Amendment amends the Series F Certificate of Designations to (A) (i) extend

the maturity date to June 30, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations),

in each case, effective as of December 31, 2024, and (B) subject to obtaining the approval of the Company’s stockholders, effective

January 1, 2025, increase the aggregate Stated Value of the Series F Preferred Stock outstanding to an amount equal to 110% of the aggregate

Stated Value of the Series F Preferred Stock outstanding.

The April 2025 Series F Certificate of Amendment was filed with the Secretary

of State of the State of Delaware, effective as of April 8, 2025.

April 2025 Series F-1 Certificate of Amendment amends the Series F-1 Certificate of Designations to amend the definition of “Excluded

Securities” substantially similar to the Excluded Securities Modification.

The April 2025 Series F-1 Certificate of Amendment was

filed with the Secretary of State of the State of Delaware, effective as of April 8, 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

7 unchanged sentences

with the Company

Chapman, M.D.

President and Chief Medical Officer

Kaplin, M.D., Ph.D.

Scientific Officer

Director, President and Chief Medical Officer

Chief Financial Officer

Chairman of the Board

Stephen Friscia

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.

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

as MyMD Pharmaceuticals, Inc.

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

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

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

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

In addition, from 2003-2004, Dr.

Chapman served as

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

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,

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

Chapman is an experienced executive and global medical expert

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

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

to solicit public funds and to support healthcare needs.

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.

Kaplin, M.D., Ph.D., has been our Chief Scientific Officer since April 16, 2021.

He previously served as Chief Scientific Officer

of MYMD Florida effective as of December 18, 2020.

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.

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.

Mitchell Glass has been our director since April 8, 2024, and currently serves as our President and Chief Medical Officer, a

position he has held since June 13, 2024.

Glass is presently Chief Executive Officer of Chronic Airway Therapeutics, Chairman

and Chief Executive Officer of ACCOLADE Pharma LLC and a principal at Broom Street Associates.

Previously, Dr.

Glass was director of

pulmonary therapeutics at ICI/Zeneca and responsible world-wide for the development of zafirlukast (“Accolate®), the first

successful antileukotriene for the treatment of asthma.

Glass also served as Vice President at SmithKline Beecham beginning

March, 1995, where he also held executive roles in the development of carvedilol (COREG®) for heart failure, eprosartan

(TEVETEN®) for hypertension and led the worldwide portfolio development in cardiovascular, respiratory, renal and metabolic

diseases and disorders.

At Athrogenix, Dr.

Glass led the development of AGI1067 to a successful end of phase 2 meeting

with the FDA.

After 2 years as the CSO of the University City Science Center in Philadelphia

between 2005 and 2006, which included responsibility for 54 early-stage companies, Dr.

Glass joined Aqumen Pharma KK

(“Aqumen Pharma”) in 2006 as Director Aqumen KK.

Glass also served as Chief Executive Officer and Chief Medical Officer of

Aqumen Pharma’s U.S.

subsidiary was responsible for the ophthalmic portfolio, the lead compound of which was successfully

developed and marketed in the U.S.

and served in such roles until 2011.

Previously, Dr.

Glass served as the Chief Medical Officer

and Director at Invion Plc.

(ASX IVN) (“Invion”) beginning 2011 until 2019 and led the de-merger of Invion into

Chronic Airway Therapeutics, the lead compound of which, nadolol, executed a positive proof of concept study in smokers with

Glass graduated from the University of Chicago and is board certified in internal medicine, pulmonary and critical

care medicine.

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

Rhodes joined Brio Financial Group (“Brio”)

in January 2021.

Since August 2024, Mr.

Rhodes has been the Chief

Financial Officer of Renatus Tactical Acquisition Corp I.

Rhodes joined Brio Financial Group (“Brio”) in January

From March 2020 to December 2020, Mr.

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

From November

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

Rhodes served as the Interim Chief Financial Officer of Roadway Moving and Storage.

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

From December 2016 to September 2018, Mr.

Rhodes served

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

Rhodes served as President, Chief Executive Officer and Director of GlyEco, Inc., and served as Chief Financial Officer of GlyEco, Inc.

from February 2016 to December 2016.

From May 2014

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

Rhodes began his career at PricewaterhouseCoopers, where he worked for

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

University and is a licensed CPA in New York

From May 2014 to January 2016, he served as Chief Financial Officer of Calmare Therapeutics.

Rhodes began his career at PricewaterhouseCoopers,

where he worked for 15 years.

Rhodes holds a Bachelor of Science degree in Business Administration with a concentration in

Accounting from Seton Hall University and is a licensed CPA in New York.

has been our director since April 16, 2021.

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

(“Guardant”).

To date, under Dr.

Eagle’s leadership, Guardant has expanded liquid cancer biopsy testing as well as expanding

blood-based screening with an FDA approved colon cancer screening test and a research agreement with National Cancer Institute (“NCI”) for multi-cancer screening.

Previously, Dr.

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

Eagle was Vice President of Oncology at Genentech, where he oversaw the medical programs across Genentech’s

oncology portfolio.

Prior to his current role, Dr.

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

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

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

oncology medical business.

his multiple roles at Pfizer, Dr.

Eagle delivered significant business growth and was involved in multiple strategic acquisitions and

divestitures.

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

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

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

oncology medical

Through his multiple roles at Pfizer, Dr.

Eagle delivered significant business growth and was involved in multiple

strategic acquisitions and divestitures.

In addition, while at Pfizer, Dr.

Eagle oversaw extensive oncology clinical trial programs, multiple regulatory and payer

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

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

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

Eagle currently

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

sciences company.

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

internist training at Royal North Shore Hospital in Sydney.

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

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

of Pathologists Australasia (FRCPA).

After his training, Dr.

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

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

Eagle’s qualifications

to sit on the Board include his long and successful career in the international pharmaceutical industry, his senior executive experience

in areas such as business growth, strategic alliances and mergers and acquisition transactions, his experience as a member of both public

and private company boards in the healthcare and life science industries, and his wealth of oncology experience, including leading and

participating in scientific research, regulatory, pricing & re-imbursement negotiations for compounds in therapeutic areas.

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

President, and Executive Chairman of the Board.

Eagle oversaw extensive oncology clinical trial programs,

multiple regulatory and payer approvals across Pfizer’s oncology portfolio, health outcomes assessments and scientific

collaborations with key global research organizations like the NCI, and the European Organization for

Research and Treatment of Cancer (EORTC), and led worldwide development of several compounds including celecoxib, aromasin,

irinotecan, dalteparin and ozagomicin.

Eagle currently serves as a member of the board of directors and chair of the Science and

Policy Committee of Pierian Biosciences, a privately held life sciences company.

Eagle attended Medical School at the University

of New South Wales, Sydney, Australia and received his general internist training at Royal North Shore Hospital in Sydney.

completed his hemato-oncology and laboratory hematology training at Royal Prince Alfred Hospital in Sydney and was granted

Fellowship in the Royal Australasian College of Physicians (FRACP) and the Royal College of Pathologists Australasia (FRCPA).

his training, Dr.

Eagle performed basic research at the Royal Prince of Wales hospital to develop a new monoclonal antibody to

inhibit platelets before moving into the pharmaceutical industry.

Eagle’s qualifications to sit on the Board include his

long and successful career in the international pharmaceutical industry, his senior executive experience in areas such as business

growth, strategic alliances and mergers and acquisition transactions, his experience as a member of both public and private company

boards in the healthcare and life science industries, and his wealth of oncology experience, including leading and participating in

scientific research, regulatory, pricing & re-imbursement negotiations for compounds in therapeutic areas.

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

Executive Chairman of the Board at various times.

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

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.

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 the Company.

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.

Prior to the completion of

the Merger, Mr.

Silverman was also the lead independent director.

Silverman currently serves as the managing member of Parkfield

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

an investment advisory firm.

Silverman currently serves as the managing member of

Parkfield Funding LLC.

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

(“Iroquois”), an investment advisory firm.

Since its inception in 2003 until July 2016, Mr.

Silverman served as co-chief investment officer of Iroquois.

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

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

Silverman served as co-chief

investment officer of Iroquois.

While at Iroquois, he designed and executed complex transactions, structuring and negotiating

investments in both public and private companies and has often been called upon by the companies to solve inefficiencies as they

relate to corporate structure, cash flow, and management.

From 2000 to 2003, Mr.

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

to forming Iroquois, Mr.

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

Silverman served as co-chief investment officer of

Vertical Ventures, LLC, a merchant bank.

Prior to forming Iroquois, Mr.

Silverman was a director of Joele Frank, a boutique

consulting firm specializing in mergers and acquisitions.

Previously, Mr.

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

Silverman currently serves as

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

all of which are

public companies.

Silverman served as assistant press secretary to the

president of the United States.

Silverman currently serves as 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 professional, 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.

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.

Uzonwanne is currently an independent consultant at Miralogx LLC,

where he previously served as Chief Operating Officer / Senior Adviser from June 2022 to December 2024.

From June 2022 until April

Uzonwanne served as the Chief Executive Officer for Mira Pharmaceuticals Inc.

(“Mira”), a U.S.

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.

(“ZS Associates”), a consulting and professional services firm, a position he held from January 2021 to

Prior to joining ZS Associates, Mr.

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.

Uzonwanne was a Principal at IQVIA, Inc.

(“IQVIA”) 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 global pharmaceutical company and select emerging biopharmaceutical companies.

Prior to joining IQVIA,

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 1998 graduate of Swarthmore College (double Honors B.A in Economics and Political Science).

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

in the healthcare markets globally.

qualifications to sit on the Board include his extensive life sciences advisory experience, as well as a deep corporate strategy and

finance role across multiple 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 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.

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

and business development.

Most recently, he served as Chief Financial Officer of Sidus Space, Inc.

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.

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

White started his career in Public Accounting.

White holds a Bachelor of Arts in Business Administration from

Washington State University and is a Certified Fraud Examiner.

White was selected to serve on the Board of Directors in part

because of his significant financial and accounting experience with public companies.

White played an integral role in growing the

business from the company’s inception to leading its international expansion into Dubai, UAE.

White has broad domestic and

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

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

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

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.

Stephen Friscia has

been our director since June 13, 2024.

Friscia is the manager and co-founder of Kipps Capital, a family office established in 2016.

Previously, Mr.

Friscia was a managing director and portfolio manager for multiple institutional investment and asset management firms,

with several focused in small and mid-cap value equities, including Iridian Asset Management LLC, MacKay Shields LLC, Bear Stearns Asset

Management Inc., John A.

Levin & Co., Inc., and Evergreen Investments LLC (Wachovia Corporation).

Friscia received his B.A.

Pace University – Lubin School of Business.

Friscia’s qualifications to sit on the Board include his experience with

small and mid-cap companies.

Relationships

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

Governance Reforms

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

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

derivative action, Case No.:

2:18-cv-15992.

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

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

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

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

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

other violations.

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

Governance” section found under the “Investors” tab.

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

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

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

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

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

ethical and legal violations.

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

Policy at the same website address provided above.

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

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

employees, outlines the broad principles of ethical business conduct we adopted, covering subject areas such as, compliance with applicable

laws and regulations, handling of books and records, public disclosure reporting, insider trading, conflicts of interest, competition

and fair dealing, and other violations.

Our Code of Business Ethics and Conduct is available on our website at www.tnfpharma.com

in the “Governance” section found under the “Investors” tab.

We intend to disclose any amendments to, or waivers

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

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

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

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

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

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

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

Insider Trading Policy

Company has adopted an Insider Trading Policy which governs trading policy and procedures governing the purchase, sale, and/or other

dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading

laws, rules and regulations, as well as procedures designed to further the foregoing purposes.

A copy of the insider trading policy is

included in Exhibit 14.1 to this Annual Report on Form 10-K.

While the Company is not subject to the insider trading policy, the Company

does not trade in its securities when it is in possession of material non-public information other than pursuant to previously adopted

Rule 10b5-1 trading plans, if any.

Composition and Committees

5 unchanged sentences

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

Board Diversity

have no formal policy regarding Board diversity.

8 unchanged sentences

non-business backgrounds.

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

Rules (“Nasdaq Rules”).

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

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

in carrying out the responsibilities of a director.

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

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

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

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

Listing Rules (“Nasdaq Rules”).

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

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

independent judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each

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

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

Silverman, Mr.

Eagle, and Mr.

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

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

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

Uzonwanne have no material relationships with us that would interfere with the

exercise of independent judgment and are “independent directors” as that term is defined in the Nasdaq Listing

Our Bylaws to require that at least 50% of the Board will qualify as “independent

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

10 unchanged sentences

under a charter that has been approved by our Board.

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

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

to the committee charters.

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

at the same website address provided above.

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

in the “Corporate Governance” section under “Investors.”

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

Chapman, M.D.

Mitchell Glass, M.D.

Stephen Friscia

Audit Committee is responsible for, among other matters:

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

for election by the shareholders at each annual meeting;

for election by the stockholders at each annual meeting;

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

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

for providing professional or consulting services to us or our affiliates, individual officers or one of their affiliates, without

appropriate review and evaluation for conflicts of interest;

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

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

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

compliance with our corporate governance guidelines;

and implementing an annual self-evaluation of the Board, both individually and as a Board, and of its committees;

and recommending changes to procedures whereby shareholders may communicate with the Board;

the independence of directors annually and report to the Board;

and recommending changes to procedures whereby stockholders may communicate with the Board;

the independence of directors annually and reporting to the Board;

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

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

any independent investigation of our own, in fiscal year 2023, all Forms 3, 4 and 5 were timely filed with the SEC by such reporting

any independent investigation of our own, the Company believes that each person who, at any time during the year ended December 31, 2024,

was a director, officer or beneficial owner of more than ten percent of the Company’s common stock complied with all Section 16(a)

filing requirements during such fiscal year with the following exceptions:

a Form 3 for Mr.

Glass Mitchell was filed late on May 16,

2024 and a Form 3 for Mr.

Stephen Friscia was filed late on June 28, 2024.

Executive Compensation.

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Named Executive Officers for 2024 were as follows:

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

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

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.

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

Mitchell Glass, M.D., President and Chief Medical Officer

Rhodes, CPA, Interim Chief Financial Officer

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

Adam Kaplin, M.D., Former Chief Scientific Officer

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.

The stock awards listed below

have been adjusted to give effect to the Reverse Stock Split.

Compensation Table

Name and Principal Position

and Principal Position

Compensation (2)

Christopher Chapman, M.D.

2,218,565 (7)

Mitchell Glass, M.D.

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

Christopher Chapman, M.D.

Former President, Chief Medical Officer

Adam Kaplin, M.D., PhD (6)

Former Chief Scientific Officer

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

31, 2024, 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”)

column reflects the matching contribution paid to participants of the TNF Pharmaceuticals, Inc.

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.

Glass was appointed President and Chief Medical Officer of TNF effective June 13, 2024.

For further information regarding the terms

Glass’ employment, see the section below titled “Narrative Disclosure to Summary Compensation Table—Employment

of Mitchell Glass, M.D.”

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.

Rhodes’ employment, see the section below

titled “Narrative Disclosure to Summary Compensation Table—Employment of Ian Rhodes.”

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

Prior to the Merger, Dr.

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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.

On June 14, 2024, Dr.

Chapman resigned from

his position as President, Chief Medical Officer and member of the board of directors of the Company.

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.” Dr.

Glass is not entitled to any additional compensation for his service

as President and Chief Medical Officer.

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

Prior to the Merger, Dr.

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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.”

On April 15, 2024, Dr.

Kaplin resigned from his role as an officer of the Company.

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.”

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 1,

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

Pursuant to the Chapman Severance Agreement (as defined herein), such options accelerated upon Dr.

resignation and Dr.

Chapman was provided with three months following his resignation to exercise such options.

Such options were not exercised

within the prescribed period and, accordingly, were forfeited.

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.

Glass has served as a member of the Board of Directors since April 8, 2024.

Glass’ board fees totaled $6,500 for the year

ended December 31, 2024.

Disclosure to Summary Compensation Table

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

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

of Ian Rhodes

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

(“Brio”), pursuant to which, Brio would provide an Interim Chief Financial Officer for the Company.

Effective as of January

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

Pursuant to the Consulting Agreement, the Company

paid Brio an initial retainer fee of $7,500 and paid a fixed monthly payment of $13,500.

The Consulting Agreement also provided that

the Company would be billed for travel and other out-of-pocket costs.

The Consulting Agreement expired on June 30, 2021.

Since that time,

Rhodes has continued to serve as the Company’s interim Chief Financial Officer under the same terms set forth in the Consulting

of Chris Chapman, M.D.

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Employment Agreement, Dr.

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

Chapman is also eligible to

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

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

The aggregate amount of bonus compensation payable to Dr.

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

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

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

of certain specified “Bonus Events” (as defined in the Chapman Employment Agreement).

The aggregate amount of bonus compensation

payable to Dr.

Chapman upon achievement of all specified Bonus Events was $800,000.

In addition, Dr.

Chapman is eligible to receive additional bonus compensation

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

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

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

Florida Common Stock, at an exercise price of $1.00 per share.

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

such MyMD Florida options became options to purchase 3,215 shares of the Company’s Common Stock at an exercise price of $77.10.)

Chapman 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.

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

Chapman was also granted options to purchase 250,000 shares

of MyMD Florida Common Stock, at an exercise price of $1.00 per share, which was subsequently adjusted to options to purchase 3,215 shares

of the Company’s Common Stock at an exercise price of $77.10 in connection with the Merger and reverse stock split of the Company’s

Common Stock.

Such options all vested immediately upon grant.

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

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

Pharmaceuticals, Inc.

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

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

occurred on April 16, 2021).

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

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

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

in the MyMD Pharmaceuticals, Inc.

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

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

which occurred on April 16, 2021).

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

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

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Chapman under the Chapman Employment Agreement.

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

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

August 2, 2020, Dr.

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

exercise price of $1.00 per share.

Chapman received a discretionary grant of options to

purchase 200,000 shares of MyMD Florida Common Stock, at an exercise price of $1.00 per share which was subsequently adjusted to options

to purchase 2,572 shares of Common Stock at an exercise price of $77.10 in connection with the Merger and reverse stock split of the Company’s

Common Stock.

All such options vested immediately upon grant.

The options had an original term of ten years from

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

Chapman’s, death, disability,

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

In connection with the Merger Agreement,

certain terms of such options were amended.

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

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

The options had an original term of ten years from the date of grant, subject

to certain events described in the applicable award agreement, including Dr.

Chapman’s, death, disability, retirement or an “Event

of Cause” (as defined in the applicable award agreement).

In connection with the Merger Agreement, certain terms of such options

were amended.

These options expired on April 16, 2023.

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

Chapman to the offices of President and Chief Medical Officer on

the terms of the Chapman Employment Agreement.

to the position of President and Chief Medical Officer of the Company pursuant to the terms of the Chapman Employment Agreement.

November 24, 2021, the Company and Dr.

Chapman entered into a Fourth Amendment to Employment Agreement.

This agreement provided that

certain performance criteria applicable to Dr.

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

and deemed to have been achieved, and that Dr.

Chapman entered into a Fourth Amendment

to the Chapman Employment Agreement (the “Fourth Amendment”).

The Fourth Amendment provided that certain performance criteria

applicable to Dr.

Chapman’s bonus compensation under the Chapman Employment Agreement would be waived and deemed to have been achieved,

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

On August 30, 2022,

the Company and Dr.

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

On August 30, 2022, the Company and Dr.

Chapman entered

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

upon the achievement of which by the Company Dr.

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2023, the Company and Dr.

Chapman entered into a Sixth Amendment providing for Dr.

Chapman entered into the Sixth Amendment to the Chapman Employment Agreement providing for Dr.

annual base salary to be set at $310,000, effective retroactively to January 1, 2023, and on September 8, 2023, the Company and Dr.

entered into a Seventh Amendment to the Chapman Employment Agreement providing for Dr.

Chapman’s annual base salary to be set at

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.

$500,000, effective retroactively to January 1, 2023.

2023 Amendment

November 13, 2023, the Company entered into the Eighth Amendment to the

Chapman Employment Agreement providing for Dr.

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

to $250,000 in cash per annum, until payment of such 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.

Effective June 14, 2024, the Company entered into a general release and severance agreement with Dr.

Chapman (“Chapman

Severance Agreement”).

Pursuant to the Chapman Severance Agreement, Dr.

Chapman was entitled to (i) payment in the amount of $125,000,

less all lawful and authorized withholdings and deductions, to be paid in three (3) equal monthly installments, (ii) a one-time payment

equal to $25,000, less all lawful and authorized withholdings and deductions, (iii) reimbursement for continuation coverage under the

Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for a period of up to three (3) months, and (iv) acceleration of certain

unvested options granted to Dr.

Chapman pursuant to those certain non-qualified stock option agreements, dated April 4, 2023 and June

June 14, 2024, the Company and Christopher Chapman, M.D.

mutually agreed on the separation of Dr.

Chapman from his position as President,

Chief Medical Officer and member of the board of directors of the Company, effective as of June 14, 2024.

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

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December 18, 2020, MyMD Florida and Dr.

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

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

pursuant to which Dr.

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

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

Agreement”), pursuant to which Dr.

Kaplin was appointed Chief Scientific Officer of MyMD Florida.

Under the Kaplin Employment Agreement, Dr.

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

Kaplin is also eligible to receive bonus compensation in the form

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

the Kaplin Employment Agreement).

The aggregate amount of bonus compensation payable to Dr.

Kaplin upon achievement of all specified

Bonus Events is $800,000.

In addition, Dr.

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

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

On the effective date of the Kaplin Employment

Under the Kaplin Employment

Agreement, Dr.

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

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

(After giving effect to the

Exchange Ratio and the Reverse Stock Split, such MyMD Florida options became options to purchase 5,145 shares of the Company’s

Common Stock at an exercise price of $77.10.) Such options all vested immediately upon grant.

The options had an original term of lasting

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

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

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

MyMD Florida also agreed to provide and

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

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

Kaplin was also eligible to receive

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

“Bonus Events” (as defined in the Kaplin Employment Agreement).

The aggregate amount of bonus compensation payable to

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

In addition, Dr.

Kaplin was eligible to receive additional

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

On the effective date of the Kaplin Employment Agreement, Dr.

Kaplin received a signing bonus in the form of a lump-sum

cash payment in the amount of $100,000 and was also granted options to purchase 400,000 shares of MyMD Florida Common Stock, at an

exercise price of $1.00 per share.

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

became options to purchase 5,145 shares of the Company’s Common Stock at an exercise price of $77.10 per share.) Such options all

vested immediately upon grant.

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

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

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

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

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

and disability policies for Dr.

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

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

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

the Kaplin Employment Agreement.

to the position of Chief Scientific Officer of the Company pursuant to the terms of the Kaplin Employment Agreement.

November 24, 2021, the Company and Dr.

Kaplin entered into a Second Amendment to Employment Agreement.

This agreement provided that certain

performance criteria applicable to Dr.

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

to have been achieved, and that Dr.

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

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 entered into a Second Amendment

to the Kaplin Employment Agreement which provided that certain performance criteria applicable to Dr.

Kaplin’s bonus compensation

under the Kaplin Employment Agreement would be waived and deemed to have been achieved, and that Dr.

Kaplin would be entitled to a bonus

payment of $100,000 as a result.

On August 30, 2022, the Company and Dr.

Kaplin entered into a Third Amendment to the Kaplin Employment

Agreement to amend one of the performance criteria under the Kaplin Employment Agreement, upon the achievement of which by the Company

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.

November 13, 2023, the Company entered into an amendment to the Fourth Kaplin Employment Agreement (the “Kaplin Fourth Amendment”)

providing that Dr.

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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.

The Kaplin Fourth 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

The Kaplin Fourth 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.

Employment Agreement

September 21, 2020, MyMD Florida and Mr.

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

Agreement”), pursuant to which Mr.

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

Under the Rivard Employment Agreement, Mr.

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

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

The aggregate amount of bonus compensation payable

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

In addition, Mr.

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.

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

options became options to purchase 2,572 shares of the Company’s Common Stock at an exercise price of $77.70.) Such options all

vested immediately upon grant.

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

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

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

merger, which occurred on April 16, 2021).

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

policies for Mr.

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

Rivard’s employment with MyMD Florida pursuant to the Rivard Employment Agreement commenced on September 21, 2020 and was to continue

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

of termination of Mr.

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

Rivard his monthly base salary for a period

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

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

Employment Agreement

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

Rivard to the office of Executive Vice President of Operations and

General Counsel on the terms of the Rivard Employment Agreement.

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.

The Kaplin Fourth 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 term of the Kaplin Employment Agreement was not extended.

Kaplin served as the Company’s Chief Scientific

Officer and received a salary of $125,000 per annum and benefits without an employment agreement until he tendered his resignation from

such role effective April 15, 2024.

Equity Awards at Fiscal Year-End

1 unchanged sentence

Executive Officers and which remain outstanding as of December 31, 2024:

Executive Officer

Named Executive Officer

unexercisable

Christopher Chapman,

Market value of

Mitchell Glass, M.D.

President, Chief Medical Officer

Adam Kaplin, M.D., PhD

Chief Scientific Officer

Ian Rhodes, CPA

Interim Chief Financial Officer

Paul Rivard, Esq

Former Chief Legal Officer

Christopher Chapman, M.D.

Former President, Chief Medical Officer

Adam Kaplin, M.D., PhD

Former Chief Scientific 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.

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.

Pursuant to the terms of the Separation Agreement, dated as of June 14, 2024, by and between the Company and Dr.

Chapman (the “Separation Agreement”), in connection with Dr.

Chapman’s resignation from his position as President, Chief

Medical Officer and member of the board of directors of the Company, the vesting of such options accelerated and Dr.

Chapman had until

September 14, 2024, to exercise such options.

Such options were not exercised and were forfeited.

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.

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.

Pursuant to the Separation Agreement, the vesting of such options accelerated and Dr.

Chapman had until September

14, 2024, to exercise such options.

Such options were not exercised and were forfeited.

following table presents the total compensation for each person who served as a member of our Board during 2024.

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.

All compensation

Chapman and Dr.

Glass during 2024 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)

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Jude Uzonwanne

Stephen Friscia

Christopher Schreiber (3)

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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.

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.”

annual fee to be adjusted from $300,000 (the “Full Fee”) to $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 or in cash.

Disclosure to Director Compensation Table

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All director fees were paid on a monthly basis.

There was no other

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

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 Mr.

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

value of $242.70 per RSU to the directors and key employees of the Company.

These RSUs will vest in thirds when certain market capitalization

milestones are met and maintained for twenty consecutive trading sessions.

Upon achievement of a vesting milestone, the expenses related

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

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;

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 value of $242.70 per RSU to the directors and key employees of the Company.

These RSUs will vest in thirds when certain

market capitalization milestones are met and maintained for twenty consecutive trading sessions.

Upon achievement of a vesting

milestone, the expenses related to the vested RSUs will be recorded at the fair market value of the Company’s Common Stock on

the date of vesting.

As of December 31, 2024, none of the vesting milestones have been met.

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.

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.

Timing of Certain Equity Awards

We do not have any policies and practices on the timing

of awards of stock options or other equity grants in relation to the disclosure of material nonpublic information.

The Company grants

stock options based on timelines in the normal course of business independent of the occurrence of these types of events (e.g., at a

pre-established dates, such as on an employee’s start date, at board of director meetings held once each year and following annual

performance reviews).

During the last completed fiscal year, we did not grant equity awards in anticipation of the release of material

nonpublic information that is likely to result in changes to the price of our Common Stock and did not time the public release of such

information based on award grant dates.

During the last completed fiscal year, we have not made awards to any named executive officer

during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or

Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information

for the purpose of affecting the value of executive compensation.

Compensation Plans

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time of the Merger, the number of shares of Common Stock that were reserved for issuance pursuant to awards under the 2021 Plan was 240,940

As of December 31, 2023, 10,622 shares remain available for issuance under the 2021 Plan.

On November 25, 2025, the Company’s stockholders approved

the First Amendment to the 2021 Plan to increase the aggregate number of shares of the Company’s Common Stock available for the

grant of awards under the 2021 Plan to a total of 2,500,000 shares of Common Stock.

As of December 31, 2024, 2,349,184 shares remain available

for issuance under the 2021 Plan.

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

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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, 2023, the Company had 5

employees, 1 contractor, 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 December 31, 2024, the Company had 2 employees, 5 contractors, and

4 non-employee directors who would be eligible for awards under the 2021 Plan.

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

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

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

to shares of restricted stock, all of the rights of a stockholder of the Company holding the class of Common Stock that is the subject

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

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amend, revise, suspend, or discontinue the 2021 Plan in whole or in part;

provided, however, that (i) no amendment that requires shareholder

provided, however, that (i) no amendment that requires stockholder

approval in order for the 2021 Plan and any awards under the 2021 Plan to continue to comply with Sections 421 and 422 of the Code (including

any successors to such sections or other applicable law) or any applicable requirements of any securities exchange or inter-dealer quotation

system on which our stock is listed or traded, shall be effective unless such amendment is approved by the requisite vote of our shareholders

system on which our stock is listed or traded, shall be effective unless such amendment is approved by the requisite vote of our stockholders

entitled to vote on the amendment;

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Repricing of Stock Options or SARs .

The 2021 Plan Administration Committee may not, without the approval of our shareholders, “reprice”

The 2021 Plan Administration Committee may not, without the approval of our stockholders, “reprice”

any stock options or SARs.

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(i) amending a stock option or SAR to reduce its option price or exercise price, respectively;

(ii) canceling a stock

(ii) cancelling 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

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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.

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

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stock options under the 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.

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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Pre-Merger Plans

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 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”).

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

2016 Plan provides for the issuance of up to 1,666,667 shares of the Company’s common stock.

As of December 31, 2024, grants of

options to purchase 0 shares of Common Stock have been issued pursuant to the 2016 Plan, and 0 shares of Common Stock remain

available for issuance.

options to purchase 0 shares of Common Stock have been issued pursuant to the 2016 Plan, and 0 shares of Common Stock remain available

for issuance.

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

Plan provides for the issuance of up to 118 shares of the Company’s Common Stock.

The purpose of the 2017 Plan is to provide

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

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

As of December 31, 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.

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, 2024, 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, 2024, 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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As of December 31, 2024,

grants of RSUs to purchase 8,769 shares of Common Stock had been issued pursuant to the 2018 Plan, and 9,901 shares of Common Stock

remained available for issuance.

The 2018 Plan provides for the issuance of shares of the Company’s Common Stock through the grant

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

consultants, advisors, and employees.

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

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

grants of RSUs to purchase 8,769 shares of Common Stock had been issued pursuant to the 2018 Plan, and 9,901 shares of Common Stock remained

available for issuance.

The 2018 Plan provides for the issuance of shares of the Company’s Common Stock through the grant of options,

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

advisors, and employees.

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

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

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, 2023:

following table provides information regarding the number of securities

to be issued under the 2013 Plan, the 2016 Plan, the 2017 Plan the 2018 Plan, and the 2021 Plan (collectively, the “Equity Compensation

Plans”) as of December 31, 2024:

Plan Category

securities to

upon exercise

of outstanding

Weighted-average

Equity compensation

plans approved by security holders (1)

Equity compensation plans

not approved by security holders

exercise price

of outstanding

available for

future issuance

plans (excluding

column (a)) (c)

Equity compensation 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, 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;

following table sets forth information regarding the beneficial ownership of our voting securities as of April 4, 2025 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 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.

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 TNF Pharmaceuticals, Inc., 1185 Avenue of

the Americas, Suite 249, New York, NY 10036.

of Common Stock ownership is based on 7,392,565 shares of Common Stock issued and outstanding as of March 31, 2025.

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 April 4, 2025.

The Series F Preferred Stock ownership is based on approximately 3795.25 shares of

Series F Preferred Stock outstanding as of April 4, 2025.

The Series F-1 Preferred Stock ownership is based on approximately 2214.78 shares of Series F-1

Preferred Stock outstanding as of April 4, 2025.

The Series G Preferred Stock ownership is based on 8,063 shares of Series G Preferred

Stock outstanding as of April 4, 2025.

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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by a stockholder and the percentage ownership of that stockholder, shares of Common Stock subject to options or warrants that are currently

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

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.

exercisable or exercisable within sixty (60) days of April 4, 2025 by that stockholder are deemed outstanding.

Beneficial Owner

Abbe / Iroquois Capital Investment Group, LLC (6)

Biotech PVT Ltd.

Capital LLC (9)

Biotech, Inc.

Narrow Lane LP (12)

Executive Officers and Directors

Joshua Silverman (6)

Bill J White (7)

Craig Eagle, M.D.

Jude Uzonwanne (9)

Christopher C Schreiber (10)

Christopher Chapman, M.D.

Adam Kaplin, M.D., PhD (12)

Paul Rivard (13)

All current executive officers

and Directors as a group (8 persons)

Silverman (14)

Uzonwanne (17)

C Schreiber (18)

current executive officers and Directors as a group (8 persons)

Less than 1%.

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.

(1) Percentage

of Common Stock ownership is based on 7,392,565 shares of Common Stock issued and outstanding as

of March 31 , 2025.

(2) Percentage

of Series D Preferred Stock ownership is based on 72,992 shares of Series D Preferred Stock

issued and outstanding as of April 4 , 2025.

(3) Percentage

of Series F Preferred Stock ownership is based on approximately 3,795.25 shares of Series F Preferred

Stock issued and outstanding as of April 4 , 2025.

(4) Percentage

of Series F-1 Preferred Stock ownership is based on 2,214.78 shares of Series F-1 Preferred Stock

issued and outstanding as of April 4 , 2025.

(5) Percentage

of Series G Preferred Stock ownership is based on 8,063 shares of Series G Preferred Stock

issued and outstanding as of April 4 , 2025.

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 principal business office is 125 Park Avenue, 25th 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

Page”) and Richard Abbe (“Mr.

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

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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.

owns (1) 6,248 shares of Common Stock, (2) 1,314.51 shares of Series F Preferred Stock, which are convertible into up to approximately 3,611,291 shares of Common

Stock (subject to a 4.99% beneficial ownership blocker), (3) Series F Warrants to purchase up to 13,736,264 shares of Common Stock (subject to a 4.99%

beneficial ownership blocker), (4) 303.77 Series F-1 Preferred Shares, which are convertible into up to approximately 834,533 shares of Common Stock (subject

to a 4.99% beneficial ownership blocker), (5) Series F-1 Long-Term Warrants to purchase up to 3,846,154 shares of Common Stock (subject to

a 4.99% beneficial ownership blocker), and (6) Series F-1 Short-Term Warrants to purchase up to 3,846,154 shares of Common Stock (subject to

a 4.99% beneficial ownership blocker).

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

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held by ICIG.

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

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

for 3,747,210 shares of Common Stock.

The Common Stock is held directly by the Trust.

trustee of the Trust, Ms.

Williams makes voting and investment decisions on behalf of the

As a result of the foregoing, Ms.

Williams may be deemed to have beneficial ownership

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

The principal business address of The Starwood Trust is 324 South Hyde Park Avenue,

Suite 350, Tampa, Florida 33606.

The Trust owns 2,471,479 shares of Common Stock.

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

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.

ICIG owns (1) 473 shares of Common Stock, (2) 727.04 shares of Series F Preferred Stock, which are convertible into up to

1,997,363 shares of Common Stock (subject to a 4.99% beneficial ownership blocker), (3) Series F Warrants to purchase up to 7,554,945 shares of Common Stock

(subject to a 4.99% beneficial ownership blocker), (4) 193.03 Series F-1 Preferred Shares, which are convertible into up to 530,302 shares of

Common Stock (subject to a 4.99% beneficial ownership blocker), (5) Series F-1 Long-Term Warrants to purchase up to 2,060,437 shares of Common

Stock (subject to a 4.99% beneficial ownership blocker), and (6) Series F-1 Short-Term Warrants to purchase up to 2,060,437 shares of Common

Stock (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.

be deemed to be the beneficial owner of the 3,859 shares of Common Stock held in aggregate by such Accounts.

March 23, 2020, Premas Biotech PVT., Ltd received 103,782 (not adjusted for the Reverse Stock Split) shares of Common Stock and

72,992 shares of Series D Preferred Stock as partial compensation for their rights to Cystron.

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

(i) 5,000 shares of Common Stock held by Mr.

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

information is based on certain information made available to the Company.

Intracoastal Capital

LLC owns (1) 1,709.20 shares of Series F Preferred Stock, which are convertible into up to 4,695,604

shares of Common Stock (subject to a 4.99% beneficial ownership blocker), (2) Series F Warrants to

purchase up to 17,857,143 shares of Common Stock (subject to a 4.99% beneficial ownership blocker),

(3) 1,703.06 Series F-1 Preferred Shares, which are convertible into up to 4,678,736 shares of Common

Stock (subject to a 4.99% beneficial ownership blocker), (4) Series F-1 Long-Term Warrants

to purchase up to 5,906,595 shares of Common Stock (subject to a 4.99% beneficial ownership blocker),

and (5) Series F-1 Short-Term Warrants to purchase up to 5,906,595 shares of Common Stock (subject

to a 4.99% beneficial ownership blocker).

principal business address of Intracoastal Capital LLC is 245 Palm Trail, Delray Beach, Florida 33483.

information is based on a Schedule 13D filed with the SEC on May 30, 2024, by PharmaCyte Biotech, Inc.

(“PharmaCyte”)

and on information available to the Company.

Consists of (i) 7,000 Series G Preferred Shares, which are convertible into up to 19,230,770

shares of Common Stock, (ii) Series G Long-Term Warrants to purchase up to 19,230,772 shares of Common Stock, and (iii) Series G Short-Term Warrants to purchase

up to 19,230,772 shares of Common Stock.

principal business address of PharmaCyte is PharmaCyte Biotech, Inc., 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169.

information is based on certain information made available to the Company.

Consists of (i)

508 Series G Preferred Shares, which are convertible into up to 1,395,604 shares of Common Stock

(subject to a 4.99% beneficial ownership blocker), (ii) Series G Long-Term Warrants to purchase

up to 2,747,254 shares of Common Stock (subject to a 4.99% beneficial ownership blocker), and (iii)

Series G Short-Term Warrants to purchase up to 2,747,254 shares of Common Stock (subject to a 4.99%

beneficial ownership blocker).

principal business address of Five Narrow Lane LP is 510 Madison Avenue, Suite 1400, New York, NY 10022.

(11) Represents (i) 2,959 shares of Common Stock held by Mr.

Silverman and (ii) 4,445 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.

Silverman exercisable within 60 days of April 4, 2025.

(12) Represents

(i) 2,459 shares of Common Stock held by Mr.

White and (ii) 3,333 shares of Common Stock

issuable upon the exercise of options held by Mr.

White exercisable within 60 days of

April 4 , 2025.

(13) Represents

10,556 shares of Common Stock issuable upon the exercise of options held by Dr.

Eagle exercisable within 60 days of March 29, 2024.

Eagle exercisable within 60 days of April 4 ,

(14) Represents

3,333 shares of Common Stock issuable upon the exercise of options held by Mr.

Uzonwanne exercisable within 60 days of March 29, 2024.

(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 exercisable within 60 days of March 29,

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

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.

Uzonwanne exercisable

within 60 days of April 4 , 2025.

(15) Represents

(i) 2,941 shares of Common Stock held by Mr.

Schreiber and (ii) 3,333 shares of Common Stock issuable upon the exercise of options

Schreiber exercisable within 60 days of April 4 , 2025.

Certain Relationships and Related Transactions, and Director Independence.

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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.

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.

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more than 5% of our Common Stock.

Director Independence

See “Item 10.

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

Pursuant to the Series F Purchase Agreement, dated February 21, 2023, we issued to:

(i) ICIG, 2,750 shares of our

Series F Preferred Stock with a stated value of $1,000 per share and warrants to purchase up to 40,651 shares of Common Stock at an initial

exercise price of $1.816 per share, and (ii) IMF, 5,000 shares of our Series F Preferred Stock with a stated value of $1,000 per share

and warrants to purchase up to 73,910 shares of Common Stock at an initial exercise price of $1.816 per share.

The aggregate gross proceeds

from the February 2023 Offering were $15.0 million.

May 23, 2024, pursuant to the Series F-1 Purchase Agreement, we issued to:

(i) Iroquois Capital Investment Group LLC (“ICIG”)

750 shares of our Series F-1 Preferred Stock, Long-Term Series F-1 Warrants to purchase up to 412,996 shares of Common Stock at an initial

exercise price of $1.816 per share and Short-Term Series F-1 Warrants to purchase up to 412,996 shares of Common Stock at an initial

exercise price of $1.816 per share;

(ii) Iroquois Master Fund Ltd (“IMF”) 1,400 shares of our Series F-1 Preferred Stock,

Long-Term Series F-1 Warrants to purchase up to 770,926 shares of Common Stock at an initial exercise price of $1.816 per share and Short-Term

Series F-1 Warrants to purchase up to 770,926 shares of Common Stock at an initial exercise price of $1.816 per share;

(iii) Intracoastal

Capital LLC 2,150 shares of our Series F-1 Preferred Stock, Long-Term Series F-1 Warrants to purchase up to 1,183,921 shares of Common

Stock at an initial exercise price of $1.816 per share and Short-Term Series F-1 Warrants to purchase up to 1,183,921 shares of Common

Stock at an initial exercise price of $1.816 per share;

(iv) V4 Global, LLC 500 shares of our Series F-1 Preferred Stock, Long-Term Series

F-1 Warrants to purchase up to 275,331 shares of Common Stock at an initial exercise price of $1.816 per share and Short-Term Series

F-1 Warrants to purchase up to 275,331 shares of Common Stock at an initial exercise price of $1.816 per share;

250 shares of our Series F-1 Preferred Stock, Long-Term Series F-1 Warrants to purchase up to 137,666 shares of Common Stock at an initial

exercise price of $1.816 per share and Short-Term Series F-1 Warrants to purchase up to 137,666 shares of Common Stock at an initial

exercise price of $1.816 per share.

The aggregate gross proceeds from the Series F-1 Private Placement were $5.0 million.

May 23, 2024, pursuant to the Series G Purchase Agreement, we issued to:

(i) PharmaCyte, a Company controlled by Joshua Silverman, a director of the Company, 7,000 shares of our Series G Preferred Stock,

Long-Term Series G Warrants to purchase up to 3,854,626 shares of Common Stock at an initial exercise price of $1.816 per share and Short-Term

Series G Warrants to purchase up to 3,854,626 shares of Common Stock at an initial exercise price of $1.816 per share;

(ii) Five Narrow

Lane LP 750 shares of our Series G Preferred Stock, Long-Term Series G Warrants to purchase up to 412,996 shares of Common Stock at an

initial exercise price of $1.816 per share and Short-Term Series G Warrants to purchase up to 412,996 shares of Common Stock at an initial

exercise price of $1.816 per share;

and (iii) Hewlett Fund LP 1,000 shares of our Series G Preferred Stock, Long-Term Series G Warrants

to purchase up to 550,661 shares of Common Stock at an initial exercise price of $1.816 per share and Short-Term Series G Warrants to

purchase up to 550,661 shares of Common Stock at an initial exercise price of $1.816 per share.

The aggregate gross proceeds from the

Series G Private Placement were $8.9 million.

October 1, 2024, the Company entered into a Stock Purchase Agreement, dated as of October 1, 2024 (the “Prevail Purchase Agreement”),

by and between the Company and Prevail Partners, LLC (“Prevail”), a beneficial owner of more than 4.99% of the Company’s Common Stock, pursuant to which, the Company agreed to sell to Prevail

283,019 shares of Common Stock, at a price per share equal to $2.12, which was 120.0% of the dollar volume-weighted average price of

the Company’s Common Stock on the Nasdaq Stock Capital Market LLC for the thirty (30) trading days immediately preceding the date

of the Prevail Purchase Agreement.

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

Principal Accountant Fees and Services.

The following is a summary of the fees billed to us by Morison Cogen LLP, our former independent registered public

accounting firm, for professional services rendered in the years ended December 31, 2024 and 2023.

On September 30, 2024, in conjunction

with its exit from providing audit services to publicly traded companies, Morison Cogen LLP resigned from its role as our independent

registered public accounting firm.

On October 3, 2024, the Audit Committee engaged Stephano Slack LLC as our independent registered public

accounting firm for the fiscal year ended December 31, 2024, effective as of such date.

Fees for year ended December 31, 2024, consisted

of payments to Morison Cogen LLP and Stephano Slack LLC of $188,158 and $42,071, respectively.

Audit-Related Fees

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This category includes aggregate fees billed in each of the last two fiscal years for products and services provided

by the Morison Cogen LLP, other than the services reported in the categories above.

by Morison Cogen LLP and Stephano Slack, LLC, other than the services reported in the categories above.

Policies and Procedures

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may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee.

of the services rendered by Morison Cogen LLP in 2023 were pre-approved by the Audit Committee.

of the services rendered by Morison Cogen LLP and Stephano Slack LLC in 2024 were pre-approved by the Audit Committee.

Exhibit and Financial Statement Schedules.

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

of Independent Registered Public Accounting Firm (PCAOB ID No:

Report of Independent Registered Public Accounting Firm (PCAOB ID No:

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Form 10-K Summary.

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

Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the

Securities and Exchange Commission on November 12, 2020).

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 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)

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).

Certificate of Amendment of Certificate of Incorporation of TNF Pharmaceuticals, Inc.

(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 July 26, 2024).

Certificate of Amendment of Certificate of Incorporation of TNF Pharmaceuticals, Inc.

(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 July 26, 2024).

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).

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).

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (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 24, 2020).

Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-3 filed with the Securities and Exchange Commission on May 22, 2020)

Form of Certificate of Designations of Series F Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023).

Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock of MyMD Pharmaceuticals, Inc.

(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 8, 2024).

Certificate of Amendment of Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock of MyMD Pharmaceuticals, Inc.

(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 May 21, 2024).

Certificate of Amendment of Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock.

Certificate of Designations of Series F-1 Convertible Preferred Stock (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 May 23, 2024).

Certificate of Amendment of Certificate of Designations of Series F-1 Convertible Preferred Stock.

Certificate of Designations of Series G 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 May 23, 2024).

Certificate of Amendment of Certificate of Designations of Series G 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 June 17, 2024).

Description of Securities.

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).

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.

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

and VStock Transfer, LLC, as Rights

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

Securities and Exchange Commission on March 19, 2021).

of Pre-Funded Warrant.

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.

of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 4.1 to the Company’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

of Investor Warrant.

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

Form of Investor Warrant.

of Akers Biosciences, Inc.

(incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report

on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

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).

Form of Nonqualified Stock Option Agreement (Non-Employee) (incorporated herein by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Form of Nonqualified Stock Option Agreement (Employee) (incorporated herein by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Form of Incentive Stock Option (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

Amended and Restated 2013 Incentive Stock and Award Plan of the Company (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2015).

First Amendment to the Amended and Restated 2013 Incentive Stock and Award Plan of the Company (incorporated by referenced to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016).

(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).

Form of Amendment to Series F Warrant, dated March 14, 2024, by and between TNF Pharmaceuticals, Inc.

and the investors party thereto.

(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 May 15, 2024).

Form of Series G Long-Term 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 May 21, 2024).

Form of Amendment to Series G Long-Term Warrant (incorporated herein by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024).

Form of Series G Short-Term Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).

Form of Amendment to Series G Short Term Warrant (incorporated herein by reference to Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024).

Form of Series F-1 Long-Term Warrant (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).

Form of Amendment to Series F-1 Long-Term Warrant (incorporated herein by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024).

Form of Series F-1 Short-Term Warrant (incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).

Form of Amendment to Series F-1 Short-Term Warrant (incorporated herein by reference to Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024).

Form of Placement Agency Agreement, dated March 30, 2017, by and between the Company and Joseph Gunnar and Co., LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

3 unchanged sentences

2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2017).

Form of Resignation Agreement of John J.

Gormally (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2018).

Form of Securities Purchase Agreement, dated October 31, 2018, by and among the Company and the investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2018).

4 unchanged sentences

Membership Interest Purchase Agreement, dated as of March 23, 2020, by and among the members of Cystron Biotech, LLC and the Company (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

Amendment No.1 to the Membership Interest Purchase Agreement, dated May 14, 2020 (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020).

Support Agreement, dated as of March 23, 2020, by and among the Company and certain of its stockholders (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

2 unchanged sentences

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2020).

6 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).

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.

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).

First Amendment to the TNF Pharmaceuticals, Inc.

2021 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 November 26, 2024).

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

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

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

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

and Supera Pharmaceuticals, Inc.

(incorporated

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

on May 18, 2021).

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

herein by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange

Commission on May 18, 2021).

Agreement between Paul Rivard and MyMD Pharmaceuticals (Florida), Inc., dated September 21, 2020 (incorporated herein by reference

to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18,

1 to Employment Agreement between Paul Rivard and MyMD Pharmaceuticals (Florida), Inc., dated November 24, 2020 (incorporated

herein by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange

Commission on May 18, 2021).

2 to Employment Agreement between Paul Rivard and MyMD Pharmaceuticals (Florida), Inc., dated December 18, 2020 (incorporated

herein by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange

Commission on May 18, 2021).

4 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated November 24, 2021 (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).

(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).

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)

Third Amendment to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals, Inc., dated August 30, 2022 (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 10, 2022).

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

Adam Kaplin (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 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).

Amendment No.

3 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated February 11, 2021 (incorporated herein by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

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).

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).

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).

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

Chris Chapman

Chris Chapman (incorporated herein by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024).

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).

General Release and Severance Agreement, by and between MyMD Pharmaceuticals, Inc.

and Christopher Chapman, dated as of June 14, 2024 (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 June 17, 2024).

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).

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).

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

1 unchanged sentence

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.

Form of Omnibus Waiver and Amendment, dated April 5, 2024, by and between TNF Pharmaceuticals, Inc.

and the investors party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2024).

Form of Amendment Agreement, dated as of June 17, 2024, by and among MyMD Pharmaceuticals, Inc.

and the investors party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2024).

Form of Series G Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).

Form of Series F-1 Purchase Agreement (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 May 21, 2024).

Form of Series G Registration Rights Agreement (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 May 21, 2024).

Form of Series F-1 Registration Rights 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 May 21, 2024).

Form of Omnibus Waiver, Consent, Notice and Amendment, by and among MyMD Pharmaceuticals, Inc.

and the investors party thereto (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 May 21, 2024).

Stock Purchase Agreement, dated as of October 1, 2024, by and between TNF Pharmaceuticals, Inc.

and Prevail Partners, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2024).

Form of Omnibus Amendment Agreement, dated March 30, 2025, by and between TNF Pharmaceuticals, Inc.

and the investors party thereto.

TNF Pharmaceuticals, Inc.

Insider Trading Policy.

List of Subsidiaries of TNF Pharmaceuticals, Inc.

(incorporated herein by reference to Exhibit 21.1 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.

Certification

of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification

of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification

of the Principal Executive Officer pursuant to 18 U.S.C.

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

Certification

of the Principal Financial Officer pursuant to 18 U.S.C.

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

MyMD Pharmaceuticals, Inc.

Compensation Recovery Policy

Consent of Morison Cogen LLP, Independent Registered Public Accounting Firm.

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

TNF Pharmaceuticals, Inc.

Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024).

Data Files of Financial Statements and Notes.

15 unchanged sentences

April 11, 2025

Christopher C.

Chapman, M.D.

Mitchell Glass

and Chief Medical Officer

1 unchanged sentence

registrant and in the capacities and on the dates indicated.

Christopher C.

Mitchell Glass

Chief Medical Officer and Director

15 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID No:

Consolidated Balance Sheets

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Shareholders’ Equity

Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

2 unchanged sentences

the Board of Directors and Stockholders of

Pharmaceuticals, Inc.

Pharmaceuticals.

and Subsidiaries

on the Financial Statements

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

and Subsidiaries (the Company) as of December

31, 2023 and 2022 and the related consolidated statements of comprehensive loss, changes in stockholders’ equity, and cash flows

for each of the two years in the period ended December 31, 2023 and the related notes (collectively referred to as the consolidated financial

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

the Company as of December 31, 2023 and 2022 and the results of their operations and their cash flows for each of the two years in the

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.

Our responsibility is to express an opinion

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

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of TNF Pharmaceuticals.

and Subsidiaries (the “Company”)

as of December 31, 2024 and the related consolidated statements of comprehensive loss, changes in stockholders’ equity, and

cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements).

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

as of December 31, 2024, and the results of their operations and their cash flows for the year then ended, in conformity with

accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as

a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company has experienced a net loss and negative

cash flows from operations for the year ended December 31, 2024, which raises substantial doubt about their ability to continue as a going

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.

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

Our responsibility

is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect

to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for

the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

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

Audit Matters

6 unchanged sentences

or on the accounts or disclosures to which they relate.

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

of preferred stock and bifurcated embedded derivative

discussed in Notes 1 and 2 to the consolidated financial statements, on February 21, 2023, the Company sold 15,000 shares of Series F

Convertible Preferred Stock (“Series F 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”).

2 unchanged sentences

Management’s estimate of the Embedded Derivative liabilities

as of December 31, 2024 was $0.

On April 8, 2025, the Company entered into an Omnibus Amendment Agreement with the Series F

Preferred Stock holders, which amended certain terms of the Certificate of Designations surrounding the Stated Value, the timing and

amount of installment redemptions and the final maturity date of the Series F Preferred Stock.

This amendment resulted in an

extinguishment of the original instrument and reissuance of Series F Preferred Stock on December 31, 2024.

The estimated fair value

of the Series F Preferred Stock at December 31, 2024 reissuance was $4,930,000.

discussed in Notes 1 and 2 to the consolidated financial statements, on May 20, 2024, the Company sold 5,050 shares of Series F-1

Convertible Preferred Stock (“Series F-1 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, 2024 was $854,000 and $1,303,000.

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 estimated fair value of the Series F-1 Preferred Stock at

issuance was $9,323,000.

discussed in Notes 1 and 2 to the consolidated financial statements, on May 20, 2024, the Company sold 8,950 shares of Series G

Convertible Preferred Stock (“Series G Preferred Stock”).

The estimated fair value of the Series G Preferred Stock at

issuance was $22,260,000.

applies considerable judgment in selecting assumptions used to estimate the fair value of Preferred Stock and Embedded Derivative liabilities

and changes in market conditions or variations in certain assumptions could result in significant fluctuations in the estimate.

estimates the fair value of the Preferred Stock and Embedded Derivative liabilities using a Monte Carlo simulation model, with the following

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 the Preferred Stock and 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 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 differences.

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 calculations of fair value of Preferred Stock and Embedded Derivative liabilities.

the re-measurement at December 31, 2024, we evaluated management’s ability to accurately estimate fair value by comparing management’s

fair value re-measurements at quarterly reporting dates during 2024 to their fair value re-measurement at December 31, 2024.

- Assessment of Impairment

of December 31, 2024, the Company’s goodwill balance was approximately $10.5 million.

As discussed in Note 2 to the consolidated

financial statements, the Company tests goodwill for impairment annually, or more frequently if certain events or changes in circumstances

indicate that the fair value of the reporting unit may be less than its carrying amount.

The Company operates as a single reporting unit

and performed its annual impairment test as of December 31, 2024, using both qualitative and quantitative approaches.

The Company’s

assessment included consideration of a third-party valuation and a recent equity financing transaction.

The results of these analyses,

along with various mitigating factors, were evaluated to determine if goodwill impairment was necessary.

principal considerations for our determination that performing procedures relating to the impairment assessment for goodwill is a critical

audit matter is the significant judgment by management in making the qualitative and quantitative assessment of whether goodwill was

This in turn led to significant auditor judgment in assessing whether the fair value of the reporting unit exceeded its carrying

amount, particularly given the pre-revenue status of the Company, its reliance on ongoing research and development activities, and its

low market capitalization relative to book value.

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:

Gain ing an understanding of management’s impairment testing

process and verifying that the Company operates as a single reporting unit.

Evaluat ion of management’s qualitative

assessment of whether events or changes in circumstances indicate potential of goodwill.

Review ing the third-party valuation report

and other key documents used by management to assess the fair value of the reporting unit.

Evaluat ing the recent equity financing

transaction, including the investor composition and terms, and assessing its relevance in determining the fair value of the reporting

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 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, 2024 as they fall due in the next twelve-month

period, and as such have concluded that there are 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

matter are the significant judgments in management’s plans to fund its operating budget and contractual obligations.

This required

a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate management’s conclusion

that it is probable the Company’s plans will be effectively implemented within twelve months after the date the consolidated financial

statements are issued and will provide the necessary cash flows to fund the Company’s operating budget and contractual obligations.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included the following:

of the reasonableness of key assumptions and estimates used by the management in the short-term cash flow projection in the light of

its existing operating requirements and plans.

Evaluation of the reasonableness

of management’s plans on the cash flow requirements of the operations.

Testing the completeness,

accuracy, and relevance of underlying data in the short-term cash flow projection.

Evaluation of the adequacy

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

in Oravax, Inc.

- Assessment of Impairment

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

as an equity security without a readily determinable fair value.

Under this election, an equity security without a readily available

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

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

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

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

If deemed impaired, the Company is required

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

and its carry amount.

As of December 31, 2024, the Company performed a qualitative assessment to evaluate whether the investment is impaired

and determined that the investment was not impaired and thus no adjustment to fair market value was required as of December 31, 2024.

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

used significant judgment in their qualitative assessment.

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

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

qualitative assessment of whether investments in equity securities were impaired.

This in turn led to significant auditor judgment and

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

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

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included the following:

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

of the investment might not be recoverable for reasonableness.

Reviewing management’s

assessment of events or changes in circumstances for reasonableness.

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

security without a readily determinable fair value.

Stephano Slack LLC

have served as the Company’s auditor since 2024.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Pharmaceuticals, Inc.

(formerly, MyMD Pharmaceuticals, Inc.) and Subsidiaries

on the Financial Statements

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

(formerly, MyMD Pharmaceuticals, Inc.) and Subsidiaries

(the Company) as of December 31, 2023 and the related consolidated statements of comprehensive loss, changes in stockholders’ equity,

and cash flows for the year ended December 31, 2023 and the related notes (collectively referred to as the consolidated financial statements).

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

as of December 31, 2023 and the results of their operations and their cash flows for the year ended December 31, 2023 in conformity with

accounting principles generally accepted in the United States of America.

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 a net loss and negative cash flows from operations for the year ended

December 31, 2023, 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.

Our responsibility is to express an opinion

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

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Audit Matters

critical audit matters communicated below are matters arising from the audit of the consolidated financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated

financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical

audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating

the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which

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

Management’s estimate of the Embedded Derivative liabilities at inception and as of December 31, 2023 was $3,149,800 and

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

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these procedures and evaluating the audit evidence obtained from these procedures

the Board of Directors and Stockholders of

Pharmaceuticals, Inc.

and Subsidiaries

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

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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.

Since its 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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These procedures included the following:

of the reasonableness of key assumptions and estimates used by the management in the short-term cash flow projection in the light

of its existing operating requirements and plans.

of the reasonableness of key assumptions and estimates used by the management in the short-term

cash flow projection in the light of its existing operating requirements and plans.

of the reasonableness of management’s plans on the cash flow requirements of the operations.

the completeness, accuracy, and relevance of underlying data in the short-term cash flow projection.

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

the completeness, accuracy, and relevance of underlying data in the short-term cash flow

of the adequacy of the Company’s disclosure of these circumstances in the consolidated

financial statements.

of Impairment for Investment in Oravax, Inc.

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These procedures included the following:

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

of the investment might not be recoverable for reasonableness.

management’s detailed qualitative analysis considering various impairment indicators

that may indicate that the carrying amount of the investment might not be recoverable for

reasonableness.

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

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

equity security without a readily determinable fair value.

have served as the Company’s auditor since 2010.

/s/ Morison Cogen LLP

We have served as the Company’s auditor since

management’s significant accounting policies related to the election to measure its

investment in Oravax Medical, Inc.

as an equity security without a readily determinable fair

Morison Cogen LLP

served as the Company’s auditor from 2010 to 2024.

Bell, Pennsylvania

April 1, 2024

PHARMACEUTICALS, INC.

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31, 2024 and 2023

and Cash Equivalents

December 31, 2024

December 31, 2023

Current Assets

Lease Right-of-Use Assets

in Oravax, Inc.

Cash and Cash Equivalents

Marketable Securities

Prepaid Expenses

Total Current Assets

Non-Current Assets

and Other Payables

MyMD Florida Shareholders

Lease Liability

Operating Lease Right-of-Use Assets

Investment in Oravax, Inc.

Total Non-Current Assets

Current Liabilities

Compensation Payable

Lease Liability, net of current portion

Trade and Other Payables

Due to MyMD Florida Shareholders

Operating Lease Liability

Derivative Liabilities

Warrant Liabilities

Dividends Payable

Total Current Liabilities

Non-Current Liabilities

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.

Deferred Compensation Payable

Total Non-Current Liabilities

Total Liabilities

Commitments and Contingencies

Mezzanine Equity

Series F Convertible Preferred Stock, 15,000 shares designated, par value $ 0.001 and a stated value of $ 1,000 per share, 4,211 and 6,633 shares issued and outstanding as of December 31, 2024 and December 31, 2023.

Liquidation preference of $ 4,211,000 plus dividends at 10 % per annum of $ 1,600,807 as of December 31, 2024

Series F Convertible Preferred Stock – Discount

( 4,702,023 )

Series F Convertible Preferred Stock – Derivative

( 1,394,184 )

Convertible Preferred Stock – Derivative

( 1,394,184 )

Series F-1 Convertible Preferred Stock, 5,050 shares designated, par value $ 0.001 and a stated value of $ 1,000 per share, 4,747 and 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023.

Liquidation preference of $ 4,747,000 plus dividends at 10 % per annum of $ 295,836 as of December 31, 2024

Series F-1 Convertible Preferred Stock – Discount

( 4,744,101 )

Series G Convertible Preferred Stock, 12,826,273 shares designated, par value $ 0.001 and a stated value of $ 1,000 per share, 8,884 and 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023.

Liquidation preference of $ 8,884,000 plus dividends at 10 % per annum of $ 559,032 as of December 31, 2024

Convertible Preferred

Series G Convertible Preferred Stock – Discount

( 8,884,000 )

Convertible Preferred Stock – Discount

( 8,884,000 )

Total Mezzanine Equity

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, 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

Preferred Stock, par value $ 0.001 , 50,000,000 total preferred shares authorized

Series D Convertible Preferred Stock, 211,353 shares designated, $ 0.001 par value and a stated value of $ 0.01 per share, 72,992 shares issued and outstanding as of December 31, 2024 and December 31, 2023

Common Stock, par value $ 0.001 , 250,000,000 shares authorized, 3,363,603 and 2,018,857 shares issued and outstanding as of December 31, 2024 and December 31, 2023

Additional Paid in Capital

Accumulated Deficit

( 129,138,286 )

( 101,977,067 )

Stockholders’ Equity

Liabilities and Stockholders’ Equity

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

accompanying notes are an integral part of these consolidated financial statements

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Statements of Comprehensive Loss

the Years Ended December 31,

For the Years Ended December 31,

Product Revenue

Cost of Sales

Administrative

Product Cost of Sales

Administrative Expenses

Research and Development Expenses

Stock Based Compensation

Warrant Issuance Expenses

from Operations

Series F Warrant Issuance Expenses

Series F-1 Warrant Issuance Expenses

Series G Warrant Issuance Expenses

Loss from Operations

( 10,168,790 )

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Interest and Dividend Income

(Gain)/Loss on Sales of Marketable

Unrealized (Gain)/Loss on

Marketable Securities

Change in fair value of Derivatives

Gain on Sales of Marketable Securities

Unrealized Gain on Marketable Securities

Change in fair value of Derivatives Liabilities

( 3,088,800 )

Change in fair value of Warrant

Change in fair value of Warrant Liabilities

( 9,756,000 )

Casualty Losses

Other (Income) Expenses

Loss on issuance of Series F-1 Convertible Preferred Stock

Loss on issuance of Series G Convertible Preferred Stock

Casualty Loss/(Gain)

Total Other (Income) Expenses

( 13,123,102 )

2 unchanged sentences

( 3,999,950 )

Income Tax Benefit

$ ( 23,359,334 )

1 unchanged sentence

Preferred Stock Dividends

Income/(Loss) Attributable to Common Stockholders

Net Loss Attributable to Common Stockholders

$ ( 27,161,219 )

$ ( 8,218,163 )

and Dilutive net loss per common share

average basic and diluted common shares outstanding

Basic and Dilutive net loss per common share

Weighted average basic and diluted common shares outstanding

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

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the Years Ended December 31, 2024 and 2023

$0.001 Par Per Share

F Convertible

F-1 Convertible

G Convertible

D Convertible

Stock $0.001 Par Per Share

Balance at December

$ 114,200,096

Balance at December

$ ( 101,977,067 )

1 unchanged sentence

( 23,359,334 )

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

shares of Series F Convertible Preferred Stock

Accelerated Conversion of 204

shares of Series F Convertible Preferred Stock

Accelerated Conversion of 416

shares of Series F Convertible Preferred Stock

Conversion of shares of Series F Convertible Preferred Stock, One

Redemption of 772 shares of

Series F Convertible Preferred Stock for cash

Accelerated Conversion of 570

shares of Series F Convertible Preferred Stock

Accelerated Conversion of shares of Series F Convertible Preferred Stock,Two

Redemption of 617 shares of

Series F Convertible Preferred Stock for cash

Accelerated Conversion of 851

shares of Series F Convertible Preferred Stock

Conversion of shares of Series F Convertible Preferred Stock, Three

Deemed Dividend for the true-up

of the August 1, 2023 installment for the Series F Convertible Preferred Stock paid with common stock

Deemed Dividend for the true-up

of the installment for the Series F Convertible Preferred Stock paid with common stock

Deemed Dividend for the true-up

of the October 1, 2023 installment for the Series F Convertible Preferred Stock paid with common stock

Dividend for the true-up of the installment for the Series F Convertible Preferred Stock paid with common stock, One

Series F Convertible Preferred

Stock Dividend

of common stock for vested restricted stock units

of common stock for services

of 5,050 shares of Series F-1 Convertible Preferred Stock, net of discount and offering costs of $ 35,252

of 8,950 shares of Series G Convertible Preferred Stock, net of discount and offering costs of $ 48,559

of shares of Series G Convertible Preferred Stock, net of discount and offering costs

shares of stock

Conversion of 1,251 shares of Series F Convertible Preferred Stock

Conversion of 303 shares of Series F-1 Convertible Preferred Stock

of 66 shares of Series G Convertible Preferred Stock

Preferred Stock Dividends

( 3,801,885 )

of warrant liability upon warrant modiffication for Series F Convertible Preferred Stock

of warrant liability upon warrant modiffication for Series F-1 Convertible Preferred Stock

Modification of Series F Convertible Preferred Stock

( 4,673,735 )

based compensation - stock options

1 unchanged sentence

$ 138,780,138

$ ( 129,138,286 )

Series F Convertible

Series F-1 Convertible

Series g Convertible

Series D Convertible

1 unchanged sentence

Preferred Stock

Common Stock $0.001

Par Per Share

Additional Paid In Capital

Preferred Stock

Balance at December 31, 2022

2 unchanged sentences

$ 108,308,120

Net proceeds from private placement of 47,059 common shares, net of offering costs $ 449,500

Exercise of prepaid equity forward contracts for Common Stock

Stock-based compensation – restricted stock units

$ ( 93,758,904 )

( 3,999,950 )

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

Issuance of shares of Convertible Preferred Stock, net of discount and

offering costs

Conversion of 4,937 shares of Series F Convertible Preferred Stock, July 1, 2023 through October 1, 2023, monthly installments of $ 1,429,871 paid with common stock

Redemption of 1,389 shares of Series F Convertible Preferred Stock, November 1, 2023 through December 1, 2023, monthy linstallments of $ 1,429,871 paid with cash and common stock

of shares of Series F Convertible Preferred Stock, with cash and common stock

Accelerated Conversion of 2,041 shares of Series F Convertible Preferred Stock

Deemed Dividend for the true-up of the August 1, 2023 installment for the Series F Convertible Preferred Stock paid with common stock

Deemed Dividend for the true-up of the October 1, 2023 installment for the Series F Convertible Preferred Stock paid with common stock

Preferred Stock Dividends

( 2,785,381 )

Stock based compensation - stock options

Stock-based compensation – warrants

Balance at December 31, 2023

$ 114,200,096

$ ( 101,977,067 )

$ 114,200,096

$ ( 101,977,067 )

accompanying notes are an integral part of these consolidated financial statements

2 unchanged sentences

Statements of Cash Flows

the Years Ended December 31,

Cash flows from operating

For the Years Ended December 31,

Cash flows from operating activities:

Net loss from ongoing operations

1 unchanged sentence

$ ( 3,999,950 )

Adjustments to reconcile net loss to net cash

used in operating activities:

Gain (loss) on sale of marketable

Adjustments to reconcile net loss to net cash used in operating activities:

Gain on sale of marketable securities

Change in fair value of marketable securities

3 unchanged sentences

( 9,756,000 )

Loss on issuance of Series F-1 Convertible Preferred Stock

Loss on issuance of Series G Convertible Preferred Stock

Stock based compensation:

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Options issued to non-employees

Warrants issued for services

Restricted stock units

to non-employees

Shares issued for services

Change in assets and liabilities

2 unchanged sentences

Operating leases

compensation payable

cash used by operating activities

Deferred compensation payable

Net cash used by operating activities

( 8,976,347 )

( 12,980,625 )

Cash flows from investing

Cash flows from investing activities:

Purchases of marketable securities

1 unchanged sentence

( 13,454,304 )

Proceeds from sale of

marketable securities

cash provided by investing activities

Cash flows from financing

Redemption of Series F Convertible Preferred

Dividends on Series F Convertible Preferred

Proceeds from sale of marketable securities

Net cash (used in)/provided by investing activities

( 6,101,329 )

Premium on Series F Convertible Preferred Stock

Net proceeds from the issuance of preferred

Net proceeds from issuance

of common stock

cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents

at beginning of year

Cash and cash equivalents

at end of year

Cash flows from financing activities

Net proceeds from the issuance of Series F Convertible Preferred Stock

Net proceeds from the issuance of Series F-1 Convertible Preferred Stock

Net proceeds from the issuance of Series G Convertible Preferred Stock

Redemption of Convertible Preferred Stock

Dividend on Convertible Preferred Stock

( 1,452,145 )

Premium on Convertible Preferred Stock

Net cash provided by financing activities

Net increase/(decrease) in cash and cash equivalents

( 2,507,856 )

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental cash flow information

Cash paid for:

Supplemental Schedule of

Non-Cash Financing and Investing Activities

Operating lease right-of-use

asset obtained in exchange for lease obligation

Initial fair value of

warrant liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants

Initial fair value of

derivative liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants

Supplemental Schedule of Non-Cash Financing and Investing Activities

Initial fair value of warrant liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants

Initial fair value of derivative liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants

Initial fair value of warrant liabilities pursuant to the issuance of Series F-1 Convertible Preferred Stock and Warrants

Initial fair value of derivative liabilities pursuant to the issuance of Series F-1 Convertible Preferred Stock and Warrants

Initial fair value of warrant liabilities pursuant to the issuance of Series G Convertible Preferred Stock and Warrants

Reclass of warrant liability to equity upon warrant modification for the Series

Modification of Series F Convertible Preferred Stock

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

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Pharmaceuticals, Inc.

is a Delaware corporation (“MyMD”) that was incorporated in New Jersey prior to the Reincorporation (as defined below).

These condensed consolidated financial statements include two

wholly owned subsidiaries as of December 31, 2023, Akers Acquisition Sub, Inc.

and Bout Time Marketing Corporation, (together, the

is a Delaware corporation (“TNF” or the “Company”) that was incorporated in New Jersey

prior to the Reincorporation (as defined below).

On July 22, 2024, the Company changed its name from MyMD Pharmaceuticals, Inc.

Pharmaceuticals, Inc.

by filing a certificate of amendment to its certificate of incorporation with the Secretary of State of Delaware.

In addition, effective before the open of market trading on July 24, 2024, the Company’s common stock, par value $ 0.001 per share

(“Common Stock”) ceased trading under the ticker symbol “MYMD” and began trading on the Nasdaq Stock Market under

the ticker symbol “TNFA.”

consolidated financial statements include two wholly owned subsidiaries as of December 31, 2024, Akers Acquisition Sub, Inc.

Time Marketing Corporation (together, the “Company”).

All material intercompany transactions have been eliminated in consolidation.

April 8, 2022, the MyMD Florida (as defined below) subsidiary was dissolved and merged into the New Jersey corporation MyMD Pharmaceuticals,

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

(formerly MYMD-1) is an oral, next-generation TNF-α inhibitor with the potential to transform the way TNF-α based

diseases are treated due to its selectivity and ability to cross the blood brain barrier.

Its ease of oral dosing is a significant

differentiator compared to currently available TNF-α inhibitors, all of which require delivery by injection or infusion.

Isomyosamine has also been shown to selectively block TNF-α action where it is overactivated without preventing it from doing

its normal job of responding to routine infection.

Isomyosamine is doubly effective at inhibiting inflammation by blocking both

TNF-a and IL-6 activity, whereas currently approved anti-TNF and anti-IL-6 treatments for rheumatoid arthritis (“RA”) can only target one or the other.

addition, in early clinical studies it has not been associated with serious side effects known to occur with traditional

immunosuppressive therapies that treat inflammation.

the Company’s annual meeting of stockholders held on July 31, 2023, the stockholders approved a plan to merge the Company with

3 unchanged sentences

The Reincorporation was effected as of March 4, 2024.

In connection with the Reincorporation to Delaware, the par value of the common and preferred stock was changed to $ 0.001 per share.

is an oral, next-generation TNF-α inhibitor with the potential to transform the way TNF-α based diseases are treated due

to its selectivity and ability to cross the blood brain barrier .

Its ease of oral dosing is a significant

differentiator compared to currently available TNF-α inhibitors, all of which require delivery by injection or infusion.

has also been shown to selectively block TNF-α action where it is overactivated without preventing it from doing its normal job

of responding to routine infection.

MYMD-1 is doubly effective at inhibiting inflammation by blocking both TNF-a and IL-6 activity, whereas

currently approved anti-TNF and anti-IL-6 treatments for RA can only target one or the other.

In addition, in early clinical studies

it has not been associated with serious side effects known to occur with traditional immunosuppressive therapies that treat inflammation.

On February 14, 2024, the Company effected a 1-for-30 reverse stock split (the “Reverse Stock Split”).

Simultaneously with the Reverse Stock Split, number of shares of our common

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

550,000,000 shares to 66,666,666 shares.

In connection with the Reincorporation

to Delaware, the par value of the Company’s Common Stock and preferred stock was changed to $ 0.001 per share.

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

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

the principal executive offices, assets or liabilities.

In addition, the Company’s Common Stock retained the same CUSIP number

and continued to trade on the Nasdaq Capital Market under the symbol “MYMD.” Holders of shares of the Company’s Common

Stock did not have to exchange their existing MyMD New Jersey stock certificates for MyMD Delaware stock certificates.

of the Effective Date of the Reincorporation, the rights of the Company’s stockholders are governed by the Delaware General Corporation

Law, the MyMD Delaware Certificate of Incorporation and the Bylaws of MyMD Delaware.

February 14, 2024, the Company effected a 1-for-30 reverse stock split (the “Reverse Stock Split”).

Simultaneously with the

Reverse Stock Split, number of shares of the Company’s Common Stock authorized for issuance was reduced from 500,000,000 shares

to 16,666,666 shares, and our authorized capital stock was reduced from 550,000,000 shares to 66,666,666 shares.

The Reverse Stock Split

reduced the total number of issued and outstanding shares of Common Stock, including shares held by the Company as treasury shares.

share amounts have been retroactively adjusted for the Reverse Stock Split.

Recent Events

share amounts have been retroactively adjusted for the Reverse Stock Split, unless stated otherwise.

July 25, 2024, the Company increased the number of authorized shares of the Company’s Common Stock from 16,666,666 to 250,000,000

and made a corresponding change to the number of authorized shares of the Company’s capital stock by filing a Certificate of Amendment

to its Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Share Increase”).

Increase was approved by the Company’s stockholders at the Company’s special meeting of stockholders held on July 24, 2024.

February 2023 Offering

February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Series F Purchase Agreement”) with certain

accredited investors (the “Series F Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of

15,000 shares of the Company’s newly-designated Series F convertible preferred stock with a stated value of $ 1,000 per share, initially

convertible into up to 6,651,885 shares (pre-split) of the Company’s Common Stock at an initial conversion price of $ 2.255 per

share (pre-split), subject to adjustment (the “Series F Preferred Shares”), and (ii) warrants to acquire up to an aggregate

of 6,651,885 shares (pre-split) of the Company’s Common Stock, subject to adjustment (the “Series F Warrants”) (collectively,

the “February 2023 Offering”).

On February 21, 2023, the Company entered

into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the

“Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 shares

of the Company’s newly-designated Series F convertible preferred stock with a stated value of $ 1,000 per

share, initially convertible into up to 6,651,885 shares

(pre-split) of the Company’s common stock (the “Common Stock”) at an initial conversion price of $ 2.255 per

share (pre-split), subject to adjustment (the “Preferred Shares”), and (ii) warrants to acquire up to an aggregate of 6,651,885 shares

(pre-split) of Common Stock, subject to adjustment (the “Warrants”) (collectively, the “February 2023

Following the Reverse Stock Split, (i) the conversion price of the Preferred Shares was adjusted to $ 3.18 per

share pursuant to the terms of the Certificate of Designations, and (ii) the exercise price of the Warrants was adjusted to $ 3.18 per

share and the number of shares of Common Stock issuable upon exercise of the Warrants was adjusted proportionately to 4,716,904 shares

pursuant to the terms of the Warrants.

Series F Convertible Preferred Stock

The Preferred Shares became convertible upon

issuance into Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion

price of $ 2.255

(pre-split) (as adjusted, the “Conversion Price”).

The Conversion Price is subject to customary adjustments for stock

dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of

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

Conversion Price (subject to certain exceptions).

Following the Reverse Stock Split, the Conversion Price for the Preferred Shares

was adjusted to $ 3.18

per share pursuant to the terms of the Certificate of Designations.

The Company is required to redeem the Preferred Shares in 12

equal monthly installments, commencing on July 1, 2023.

Following the Reverse Stock Split, (i) the conversion price of the Series F Preferred Shares

was adjusted to $ 3.18 per share pursuant to the terms of the Series F Certificate of Designations (as defined below), and (ii) the exercise

price of the Series F Warrants was adjusted to $ 3.18 per share and the number of shares of Common Stock issuable upon exercise of the

Series F Warrants was adjusted proportionately to 4,716,904 shares pursuant to the terms of the Series F Warrants.

connection with the Private Placements (as defined herein), (i) the conversion price of the Series F Preferred Shares was adjusted to

$ 1.816 per share pursuant to the full ratchet anti-dilution provisions contained in the Series F Certificate of Designations and, (ii)

the exercise price of the Series F Warrants was adjusted to $ 1.816 per share and the number of shares of Common Stock issuable upon exercise

of the Series F warrants was adjusted proportionally to 8,259,911 shares pursuant to the full ratchet anti-dilution provisions contained

in the Series F Warrants.

F Convertible Preferred Stock

Series F Preferred Shares became convertible upon issuance into Common Stock (the “Series F Conversion Shares”) at the election

of the holder at any time at an initial conversion price of $ 2.255 (pre-split) (as adjusted, the “Series F Conversion Price”).

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

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

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

Following the Reverse

Stock Split, the Series F Conversion Price was adjusted to $ 3.18 per share pursuant to the terms of the Certificate of Designations of

Series F Convertible Preferred Stock, which was subsequently amended and restated by the filing of the Amended and Restated Certificate

of Designations of Series F Convertible Preferred Stock, effective April 8, 2024 (as amended and restated, the “Series F Certificate

of Designations”) with the Secretary of State of the State of Delaware.

The Series F Conversion Price was further adjusted to $ 1.816

per share pursuant to the full ratchet anti-dilutive provisions contained in the Series F Certificate of Designations in connection with

the Private Placements (as defined herein).

to the Series F Certificate of Amendment (as defined below), the Company was initially required to redeem the Series F Preferred Shares

in 12 equal monthly installments, commencing on July 1, 2023.

The amortization payments due upon such redemption are payable, at the

company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i)

the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the

Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or

(B) a “Floor Price” of $6.60 (subject to adjustment for stock splits, stock dividends, stock combinations,

recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock

The Company may require holders to convert their Preferred Shares into Conversion Shares if the closing price of the

Common Stock exceeds $ 202.95

per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events)

for 20 consecutive trading days and the daily dollar trading volume of the Common Stock exceeds $ 3,000,000

per day during the same period and certain equity conditions described in the Certificate of Designation are satisfied.

holders of the Preferred Shares are entitled to dividends of 10 % per annum, compounded monthly, which is payable in cash or shares of

Common Stock at the Company’s option, in accordance with the terms of the Certificate of Designations.

Upon the occurrence and

during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Preferred Shares accrue dividends at

the rate of 15 % per annum.

Upon conversion or redemption, the holders of the Preferred Shares are also entitled to receive a dividend

make-whole payment.

The holders of Preferred Shares have no voting rights on account of the Preferred Shares, other than with respect

to certain matters affecting the rights of the Preferred Shares.

During the year ended December 31, 2023, the Company recorded dividends

totaling $ 3,451,710 , which are reported as Preferred Stock Dividends on the Consolidated Statement of Comprehensive Income (Loss).

Company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Series

F Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s

Series F Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor

Price” of $6.60 on a post-split basis (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations

or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market.

April 5, 2024, the Company entered into an Omnibus Waiver and Amendment (the “Omnibus Agreement”) with the Required Holders

(as defined in the Series F Certificate of Designations).

Pursuant to the Omnibus Agreement, the Required Holders agreed (i) to defer

payment of the monthly installment amounts due on March 1, 2024, and April 1, 2024 (the “Installments”), under Section 9(a)

of the Series F Certificate of Designations, until May 1, 2024, and (ii) to waive any breach or violation of the Series F Purchase Agreement,

the Series F Certificate of Designations, or the Series F Warrants resulting from missing the Installments.

The Company may require holders

to convert their Series F Preferred Shares into shares of Common Stock if the closing price of the Common Stock exceeds $ 6.765 per share

(as adjusted for the Reverse Stock Split) (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations

or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock exceeds $ 3,000,000 per

day during the same period and certain equity conditions described in the Series F Certificate of Designations are satisfied.

May 20, 2024, the Company entered into an Omnibus Waiver, Consent, Notice and Amendment (the “Series F Agreement”) with the

Required Holders (as defined in the Series F Certificate of Designations).

Pursuant to the Series F Agreement, the Required Holders agreed

to (i) amend the Series F Purchase Agreement to amend certain terms relating to purchase rights thereunder, (ii) waive certain rights

under the Series F Purchase Agreement and Series F Certificate of Designations in respect of the issuance of the Company’s Series

F-1 Convertible Preferred Stock, with a par value of $ 0.001 per share and a stated value of $ 1,000 per share (“Series F-1 Preferred

Stock”), the Company’s Series G Convertible Preferred Stock, with a par value of $ 0.001 per share and a stated value of $ 1,000

per share (“Series G Preferred Stock”), and entrance by the Company into the Purchase Agreements (as defined herein), (iii)

waive the requirement that the Company reserve for issuance a sufficient number of shares of Common Stock as required by the Series F

Certificate of Designations, the Series F Purchase Agreement and Series F Warrants, until such time as the Company obtains the Stockholder

Approval (as defined herein), and (iv) consent to the issuance of the Series F-1 Preferred Stock and Series G Preferred Stock as required

pursuant to certain terms of the Series F Certificate of Designations, the Series F Purchase Agreement and the Series F Warrants, as

The Company and the Required Holders further agreed pursuant to the Series F Agreement, to amend the Series F Certificate

of Designations by filing a Certificate of Amendment to the Series F Certificate of Designations (the “Series F Certificate of

Amendment”) with the Secretary of State of the State of Delaware.

The Series F Certificate of Amendment amends the Series F Certificate

of Designations to (i) extend the maturity date to December 31, 2024, (ii) permit and modify certain procedures related to the payment

of installment amounts with respect to the Installment Dates (as defined in the Series F Certificate of Designations) falling between

(and including) July 1, 2024, and (and including) August 1, 2024, thereunder, and (iii) modify the schedule of Installment Dates.

April 8, 2025, the Company entered into an Omnibus Amendment Agreement (“April 2025 Amendment Agreement”) with the Required Holders

(as defined in the Series F Certificate of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required

Holders agreed to amend (i) the Series F-1 Certificate of Designations, as described below, by filing a Certificate of Amendment to the

Series F-1 Certificate of Designations with the Secretary of State of the State of Delaware (the “April 2025 Series F-1 Certificate

of Amendment”), (ii) the Series F Certificate of Designations, as described below, by filing a Certificate of Amendment to the

Series F Certificate of Designations with the Secretary of State of the State of Delaware (the “April 2025 Series F Certificate

of Amendment”), (iii) the Series F-1 Purchase Agreement, to amend the definition of “Excluded Securities” such that

the definition includes the issuance of common stock issued after the date of the Seres F-1 Purchase Agreement pursuant to an Approved

Stock Plan (as defined in the Series F-1 Purchase Agreement), which in the aggregate does not exceed more than 2% of the shares of common

stock issued and outstanding as of the date of such issuance (the “Excluded Securities Modification”), and (iv) to amend

the term of the Series F-1 Short-Term Warrants to be five years from the date of issuance.

In addition, in consideration of the foregoing,

the Company agreed to reduce the size of the board of directors of the Company to no more than six directors, no later than the Company’s

2025 annual meeting of stockholders.

April 2025 Series F Certificate of Amendment amends the Series F Certificate of Designations to (A) (i) extend the maturity date to June

30, 2025, and (ii) modify the schedule of Installment Dates (as defined in the Series F Certificate of Designations), in each case, effective

as of December 31, 2024, and (B) subject to obtaining the approval of the Company’s stockholders, effective January 1, 2025, increase

the aggregate Stated Value of the Series F Preferred Stock outstanding to an amount equal to 110% of the aggregate Stated Value of the

Series F Preferred Stock outstanding.

The April 2025 Series F Certificate of Amendment was filed with the Secretary of State of the State

of Delaware, effective as of April 8, 2025.

holders of the Series F Preferred Shares are entitled to dividends of 10 %

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

terms of the Series F Certificate of Designations.

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

the Series F Certificate of Designations), the Series F Preferred Shares accrue dividends at the rate of 15 %

Upon conversion or redemption, the holders of the Series F Preferred Shares are also entitled to receive a dividend make-whole

Except as required by applicable law, the holders of the Series F Preferred Shares are entitled to vote with holders of the

Common Stock on as as-converted basis, with the number of votes to which each holder of Series F Preferred Shares is entitled to be calculated

assuming a conversion price of $ 60.21

per share, which was the Minimum Price (as defined

in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series F Purchase

Agreement, subject to certain beneficial ownership limitations as set forth in the Series F Certificate of Designations.

Certificate of Designations further provides that the holders of record of the Series F Preferred Shares, exclusively and as a separate

class, shall be entitled to elect one director of the Company one time on or before June 30, 2024.

Effective as of April 8, 2024, the

Company appointed Dr.

Mitchell Glass to serve as a member of the Company’s board of directors, with Mr.

Glass having been elected

to such position by the holders of the Series F Preferred Shares.

During the years ended December 31, 2024 and 2023, the Company

recorded dividends totaling $ 2,927,803

and $ 4,218,213 ,

respectively, which are reported as Preferred Stock Dividends on the Consolidated Statements of Comprehensive Loss.

Notwithstanding

the foregoing, the Company’s ability to settle conversions and make amortization and dividend make-whole payments using shares

of Common Stock is subject to certain limitations set forth in the Certificate of Designations.

Further, the Certificate of Designations

contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion

of, or as part of any amortization payment or dividend make-whole payment under, the Certificate of Designations or Warrants.

Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other

things, the Company’s failure to pay any amounts due to the holders of the Preferred Shares when due.

In connection with a Triggering

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

Shares at a premium set forth in the Certificate of Designations.

Preferred Shares were determined to be more akin to a debt-like host than an equity-like host.

The Company identified the following embedded

features that are not clearly and closely related to the debt host instrument:

1) make-whole interest upon a contingent redemption event,

2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate

of Designation), and 4) variable share-settled installment conversion.

These features were bundled together, assigned probabilities of

being affected and measured at fair value.

Subsequent changes in fair value of these features are recognized in the Condensed Consolidated

Statement of Comprehensive Income (Loss).

The Company estimated at issuance the $ 3,149,800 fair value of the bifurcated embedded derivative

at issuance using a Monte Carlo simulation model, with the following inputs the fair value of our common stock of $ 1.90 on the issuance

date , estimated equity volatility of 120.0 %, estimated traded volume volatility of 190.0 %, the time to maturity of 1.35 years,

of Common Stock is subject to certain limitations set forth in the Series F Certificate of Designations.

Further, the Series F Certificate

of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable

upon conversion of, or as part of any amortization payment or dividend make-whole payment under, the Series F Certificate of Designations

or Series F Warrants.

Series F Preferred Shares are classified in temporary equity as the holder of the Series F Preferred Stock has the right to require the

Company to redeem for cash all or any portion of such holder’s shares upon the suspension from trading or the failure of the Common

Stock to be trading or listed (as applicable) on an eligible market for a period of five (5) consecutive trading days.

The Series F Preferred

Stock is not unconditionally redeemable and is only conditionally puttable at the holder’s option upon this trading suspension

This would not be considered to be within the Company’s control.

Series F Preferred Shares were determined to be more akin to a debt-like host than an equity-like host.

The Company identified the following

embedded features that are not clearly and closely related to the debt host instrument:

1) make-whole interest upon a contingent redemption

event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in

the Series F Certificate of Designations), and 4) variable share-settled installment conversion.

These features were bundled together,

assigned probabilities of being affected and measured at fair value.

Subsequent changes in fair value of these features are recognized

in the Consolidated Statements of Comprehensive Loss.

The Company estimated at issuance the $ 3,149,800 fair value of the bifurcated

embedded derivative using a Monte Carlo simulation model, with the following inputs;

the fair value of our Common Stock of $ 1.90 on the

issuance date, estimated equity volatility of 120.0 %, estimated traded volume volatility of 190.0 %, the time to maturity of 1.35 years,

a discounted market interest rate of 6.8 %, dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 0.5 %.

1 unchanged sentence

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

The discount to the fair value is included as a reduction

to the carrying value of the Preferred Shares.

During the year ended December 31, 2023, the Company recorded a total discount of $ 14,087,111

upon issuance of the Preferred Shares, which was comprised of the issuance date fair value of the associated embedded derivative of $ 3,149,800 ,

stock issuance costs of $ 314,311 and the fair value of the Warrants of $ 10,623,000 .

the year ended December 31, 2023, the Company recorded a gain of $ 3,088,800

related to the change in fair value of the derivative liabilities which is recorded in other income (expense) on the Consolidated

Statement of Comprehensive Income (Loss).

The Company estimated the $ 61,000

fair value of the bifurcated embedded derivative at December 31, 2023 using a Monte Carlo simulation model, with the following

inputs the fair value of our common stock of $ 0.26

($ 7.80 post reverse split) on the valuation date , estimated equity volatility of 140.0 %,

estimated traded volume volatility of 150.0 %,

the time to maturity of 0.5

years, a discounted market interest rate of 6.40 %,

dividend rate of 10.0 %,

a penalty dividend rate of 15.0 %,

and probability of default of 3.90 %.

Common Stock Warrants

to the February 2023 Offering, the Company issued to investors Warrants to purchase 4,716,904 shares of Common Stock, with an exercise

price of $ 3.18 per share (subject to adjustment), for a period of five years from the date of issuance.

The Exercise Price and the number

of shares issuable upon exercise of the Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications

discount to the fair value is included as a reduction to the carrying value of the Series F Preferred Shares.

The Company recorded a

total discount of $ 14,087,111 upon issuance of the Series F Preferred Shares, which was comprised of the issuance date fair value of

the associated embedded derivative of $ 3,149,800 , stock issuance costs of $ 314,311 and the fair value of the Series F Warrants of $ 10,623,000 .

the years ended December 31, 2024 and 2023, the Company recorded gains of $ 61,000 and $ 3,088,800 , respectively, related

to the change in fair value of the derivative liabilities, which is recorded in other income (expense) on the Consolidated

Statements of Comprehensive Loss.

The Company estimated the $ 0 fair value of the bifurcated embedded derivative at December

31, 2024 using a Monte Carlo simulation model, with the following inputs;

the fair value of the Company’s Common Stock of $ 1.15

on the valuation date, estimated equity volatility of 105.0 %, estimated traded volume volatility of 320.0 %, the time to maturity

of 0.5 years, a discounted market interest rate of 6.0 %, dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and

probability of default of 3.6 %.

F Common Stock Warrants

to the February 2023 Offering, the Company issued to investors the Series F Warrants to purchase 4,716,904 shares of Common Stock, with

an initial exercise price of $ 3.18 per share (subject to adjustment), which was adjusted to $ 1.816 per share and the number of shares

of Common Stock issuable upon exercise of the Series F warrants was adjusted proportionally to 8,259,911 shares pursuant to the full

ratchet anti-dilution provisions contained in the Series F Warrants in connection with the Private Placements (as defined herein)(the

“Series F Exercise Price”), for a period of five years from the date of issuance.

The Series F Exercise Price and the number

of shares issuable upon exercise of the Series F Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications

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

2 unchanged sentences

Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the

Warrants will be increased proportionately.

Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election upon the

occurrence of a Fundamental Transaction (as defined in the agreements).

As such, the Company recorded the Warrants as a liability at

fair value with subsequent changes in fair value recognized in earnings.

The Company utilized the Black Scholes Model to calculate the

value of these warrants issued during the year ended December 31, 2023.

The fair value of the Warrants of $ 10,623,000 was estimated at

the date of issuance using the following weighted average assumptions:

Series F Warrants will be increased proportionately.

Series F Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election

upon the occurrence of a Fundamental Transaction (as defined in the agreements).

As such, the Company recorded the Series F Warrants

as a liability at fair value with subsequent changes in fair value recognized in earnings.

The Company utilized the Black Scholes Model

to calculate the value of these warrants.

The fair value of the Series F Warrants of $ 10,623,000 was estimated at the date of issuance

using the following weighted average assumptions:

dividend yield 0 %;

expected term of 5.0 years;

equity volatility

and a risk-free interest rate of 4.09 %.

costs incurred attributable to the issuance of the Warrants of $ 762,834 were immediately expensed in accordance with ASC 480.

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

which is recorded in other income (expense) on the Consolidated Statement of Comprehensive Loss.

The fair value of the Warrants of $ 867,000

was estimated at December 31, 2023 utilizing the Black Scholes Model using the following weighted average assumptions:

term of 5.0 years;

equity volatility of 125.0 %;

and a risk-free

interest rate of 4.09 %.

costs incurred attributable to the issuance of the Series F Warrants of $ 762,834 were immediately expensed in accordance with ASC 480.

the year ended December 31, 2024, the Company recorded a loss of $ 7,094,000 related to the change in fair value of the Series F Warrant

liabilities through the March 31, 2024 reclassification of Series F Warrant liabilities to equity, which is recorded in other income

(expense) on the Consolidated Statements of Comprehensive Loss (see below).

The fair value of the Series F Warrants of $ 7,961,000

was estimated at March 31, 2024, utilizing the Black Scholes Model using the following weighted average assumptions:

dividend yield 0 %;

2 unchanged sentences

and a risk-free interest rate of 4.31 %.

Reduction in Workforce

the year ended December 31, 2023, the Company recorded a gain of $ 9,756,000 related to the change in fair value of the Series F Warrant

liabilities, which is recorded in other income (expense) on the Consolidated Statements of Comprehensive Loss.

May 14, 2024, the Company entered into an Amendment (the “Series F Warrant Amendment”) with the Series F Investors in the

February 2023 Offering, effective as of March 31, 2024.

The Series F Warrant Amendment modified certain terms of the Series F Warrants

relating to the rights of the holders of the Series F Warrants to provide that, in the event of a Fundamental Transaction (as defined

in the Series F Warrants) that is not within the Company’s control, including the Fundamental Transaction not being approved by

the Company’s Board of Directors, the holder of the Series F Warrant shall only be entitled to receive from the Company or any

successor entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion

of such Series F Warrant, that is being offered and paid to the holders of the Company’s common stock in connection with the Fundamental

Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock

are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction;

further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such

holders of Common Stock will be deemed to have received common stock of the successor entity (which such successor entity may be the

Company following such Fundamental Transaction) in such Fundamental Transaction.

The modification resulted in the reclassification of

the Series F Warrants to be considered equity classified as they were no longer in the scope of ASC 815.

In accordance with ASC 815-40,

the Company remeasured the Series F Warrant liabilities at $ 7,961,000 fair value as of March 31, 2024, the effective date of the modification,

and recognized the $ 7,094,000 loss on the change in fair value and reclassified the $ 7,961,000 fair value of the Series F Warrants to

additional paid-in capital as of March 31, 2024.

November 7, 2024, each holder of the Series F Preferred Shares agreed that payment by the Company of any Installment Amounts (as defined

in the Series F Certificate of Designations) that are accrued and are unredeemed, unconverted and/or otherwise unpaid as of November

7, 2024, will be deferred until December 1, 2024.

F-1 Private Placement

May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Purchase Agreement”) with certain

accredited investors (the “Series F-1 Investors”) pursuant to which it agreed to sell to the Series F-1 Investors (i) an

aggregate of 5,050 shares of the Company’s newly-designated Series F-1 Preferred Stock, initially convertible into up to 2,780,839

shares of Common Stock at a conversion price of $ 1.816 per share, (ii) short-term warrants to acquire up to an aggregate of 2,780,839

shares of Common Stock (the “Series F-1 Short-Term Warrants”) at an exercise price of $ 1.816 per share, and (iii) long-term

warrants to acquire up to an aggregate of 2,780,839 shares of Common Stock (the “Series F-1 Long-Term Warrants,” and collectively

with the Series F-1 Short-Term Warrants, the “Series F-1 Warrants”) at an exercise price of $ 1.816 per share (collectively,

the “Series F-1 Private Placement”).

The closing of the Series F-1 Private Placement occurred on May 23, 2024 (the “Series

F-1 Closing Date”).

F-1 Preferred Stock

Series F-1 Preferred Stock became convertible upon issuance into Common Stock (the “Series F-1 Conversion Shares”) at the

election of the holder at any time at an initial conversion price of $ 1.816 (the “Series F-1 Conversion Price”).

F-1 Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject

to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common

Stock, at a price below the then-applicable Series F-1 Conversion Price (subject to certain exceptions).

Company is required to redeem the Series F-1 Preferred Stock in seven (7) equal monthly installments, commencing on December 1, 2024.

The amortization payments due upon such redemption are payable, at the Company’s election, in cash at 105% of the applicable Installment

Redemption Amount (as defined in the Series F-1 Certificate of Designations), or subject to certain limitations, in shares of Common

Stock valued at the lower of (i) the Series F-1 Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the

three lowest closing prices of the Company’s Common Stock during the thirty consecutive trading day period ending and including

the trading day immediately prior to the date the amortization payment is due or (B) $0.364, which is 20% of the “Minimum Price”

(as defined in Nasdaq Stock Market Rule 5635) on the date in which the Series F-1 Stockholder Approval (as defined herein) was obtained

or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Capital Market, and, in each case, subject to adjustment

for stock splits, stock dividends, stock combinations, recapitalizations or other similar events, which amortization amounts are subject

to certain adjustments as set forth in the Series F-1 Certificate of Designations (the “Series F-1 Floor Price”).

April 8, 2025, the Company entered into the April 2025 Amendment Agreement with the Required Holders (as defined in the Series

F Certificate of Designations and Series F-1 Certificate of Designations), pursuant to which, the Required Holders agreed to amend (i)

the Series F-1 Certificate of Designations, as described below, by filing the April 2025 Series F-1 Certificate of Amendment with the

Secretary of State of the State of Delaware, (ii) the Series F Certificate of Designations, as described below, by filing the April 2025

Series F Certificate of Amendment, (iii) the Series F-1 Purchase Agreement, to amend the definition of “Excluded Securities”

such that the definition includes the issuance of common stock issued after the date of the Seres F-1 Purchase Agreement pursuant to

an Approved Stock Plan (as defined in the Series F-1 Purchase Agreement), which in the aggregate does not exceed more than 2% of the

shares of common stock issued and outstanding as of the date of such issuance, and (iv) to amend the term of the Series F-1 Short-Term

Warrants to be five years from the date of issuance.

In addition, in consideration of the foregoing, the Company agreed to reduce the

size of the board of directors of the Company to no more than six directors, no later than the Company’s 2025 annual meeting of

stockholders.

April 2025 Series F-1 Certificate of Amendment amends the Series F-1 Certificate of Designations to amend the definition of “Excluded

Securities” substantially similar to the Excluded Securities Modification.

The April 2025 Series F-1 Certificate of Amendment was

filed with the Secretary of State of the State of Delaware, effective as of April 8, 2025.

holders of the Series F-1 Preferred Stock are entitled to dividends of 10 % per annum, compounded monthly, which are payable in arrears

monthly in cash or shares of Common Stock at the Company’s option, in accordance with the terms of the Series F-1 Certificate of

Designations.

Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series F-1 Certificate of Designations),

the Series F-1 Preferred Stock will accrue dividends at the rate of 15 % per annum.

Upon conversion or redemption, the holders of the

Series F-1 Preferred Stock are also entitled to receive a dividend make-whole payment.

The holders of the Series F-1 Preferred Stock

are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series

F-1 Preferred Stock is entitled to be calculated assuming a conversion price of $ 2.253 per share, which was the Minimum Price (as defined

in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series F-1 Purchase

Agreement, subject to certain beneficial ownership limitations as set forth in the Series F-1 Certificate of Designations.

year ended December 31, 2024, the Company recorded dividends totaling $ 315,410 , which are reported as Preferred Stock Dividends

on the Consolidated Statements of Comprehensive Loss.

Notwithstanding

the foregoing, the Company’s ability to settle conversions and make amortization and dividend make-whole payments using shares

of Common Stock is subject to certain limitations set forth in the Series F-1 Certificate of Designations.

Further, the Series F-1 Certificate

of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable

upon conversion of, or as part of any amortization payment or dividend make-whole payment under, the Series F-1 Certificate of Designations

or Series F-1 Warrants.

Series F-1 Preferred Shares are classified as temporary equity as the holder of the Series F-1 Preferred Stock has the right to require

the Company to redeem for cash all or any portion of such Holder’s shares upon the suspension from trading or the failure of the

Common Stock to be trading or listed (as applicable) on an eligible market for a period of five (5) consecutive Trading Days.

F-1 Preferred Stock is not unconditionally redeemable and is only conditionally puttable at the Holder’s option upon this trading

suspension or failure.

This would not be considered to be within the Company’s control.

estimated fair value of the Series F-1 Preferred Stock on the issuance date of approximately $ 9.3 million, was determined utilizing Monte

Carlo simulations.

The estimated aggregate fair value of the Warrants of approximately $ 7.9 million was determined utilizing the Black

Scholes Model.

The aggregate fair value of the Warrants exceeds the aggregate gross proceeds from the transaction as the Warrants were

issued in the money.

Further, the fair value of the derivative liability related to the Series F-1 Preferred Stock was determined to

be approximately $ 0.9 million on the date of issuance.

approximately $ 5.1 million stock discount (contra-Preferred Stock) resulting from (i) approximately $4.2 million related to the difference

between the gross proceeds and the allocated residual fair value of the Series F-1 Preferred Stock (i.e., $0), and (ii) approximately

$0.9 million related to the stock derivative at issuance, is accounted for as a reduction to the carrying value of the Series F Preferred

Stock and will be accreted from the issuance date to maturity in accordance with ASC 480-10-S99-3A as redemption is deemed probable pursuant

to the Installment Redemption terms of the Series F-1 Certificate of Designations.

the year ended December 31, 2024, the Company recorded a loss of $ 449,000 , related to the change in fair value of the derivative liabilities,

which is recorded in other income (expense) on the Consolidated Statements of Comprehensive Loss.

The Company estimated the $ 1,303,000 fair value of the bifurcated embedded derivative at December 31, 2024 using a Monte Carlo simulation model, with the following inputs:

the fair value of the Company’s Common Stock of $ 1.15 on the valuation date, estimated equity volatility of 105.0 %, estimated

traded volume volatility of 320.0 %, the time to maturity of 0.5 years, a discounted market interest rate of 7.0 %,

dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 3.6 %.

Series F-1 Warrants were accounted for as liabilities based on the following analysis.

The Series F-1 Preferred Shares were determined

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

The Company identified the following embedded features that are not clearly

and closely related to the debt host instrument:

1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon

a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Series F Certificate of Designations),

and 4) variable share-settled installment conversion.

These features were bundled together, assigned probabilities of being affected

and measured at fair value.

Subsequent changes in fair value of these features are recognized in the Consolidated Statements

of Comprehensive Loss.

The Company estimated at issuance the $ 3,149,800 fair value of the bifurcated embedded derivative using a Monte

Carlo simulation model, with the following inputs:

the fair value of our Common Stock of $ 1.90 on the issuance date, estimated equity

volatility of 120.0 %, estimated traded volume volatility of 190.0 %, the time to maturity of 1.35 years, a discounted market interest

rate of 6.8 %, dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 0.5 %.

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.

to the Series F-1 Private Placement, the Company issued to investors (i) the Series F-1 Long-Term Warrants to purchase 2,780,839 shares

of Common Stock, with an exercise price of $ 1.816 per share (subject to adjustment), for a period of five years from the date of issuance

and (ii) the Series F-1 Short-Term Warrants to purchase 2,780,839 shares of Common Stock, with an exercise price of $ 1.816 per share

(subject to adjustment), for a period of eighteen months from the date of issuance.

exercise price of the Series F-1 Warrants and the number of shares issuable upon exercise of the Series F-1 Warrants are subject to customary

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

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

Stock, at a price below the then-applicable exercise price (subject to certain exceptions).

Upon any such price-based adjustment to the

exercise price, the number of shares issuable upon exercise of the Series F-1 Warrants will be increased proportionately.

August 16, 2024, the Company entered into (i) an Amendment (the “Series F-1 Long Term Warrant Amendment”) with the Series

F-1 Investors, effective as of June 30, 2024 relating to the Series F-1 Long Term Warrants, and (ii) an Amendment (the “Series

F-1 Short Term Warrant Amendment” and, together with the Series F-1 Long Term Warrant Amendment, the “Series F-1 Warrant

Amendments”) with the Series F-1 Investors, effective as of June 30, 2024 relating to the Series F-1 Short Term Warrants.

F-1 Warrant Amendments modified certain terms of the Series F-1 Warrants relating to the rights of the holders of the Series F-1 Warrants

to provide that, in the event of a Fundamental Transaction (as defined in the Series F-1 Warrants) that is not within the Company’s

control, including the Fundamental Transaction not being approved by the Company’s Board of Directors, the holder of the Series

F-1 Warrant shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in

the same proportion), at the Black Scholes Value of the unexercised portion of such Series F-1 Warrant, that is being offered and paid

to the holders of the Company’s Common Stock in connection with the Fundamental Transaction, whether that consideration be in the

form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative

forms of consideration in connection with the Fundamental Transaction;

provided, further, that if holders of Common Stock of the Company

are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received

common stock of the successor entity (which such successor entity may be the Company following such Fundamental Transaction).

Additionally,

the Series F-1 Warrant Amendments amend the definition of Black Scholes Value related to the volatility input which is now an expected

volatility equal to the 30 day volatility, obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day

annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure of the applicable

Fundamental Transaction and (2) the date of a holder’s request.

The modification resulted in the reclassification of the Series

F-1 Warrants to be considered equity classified as they were no longer in the scope of ASC 815.

In accordance with ASC 815-40, the Company

remeasured the Series F-1 Warrants at fair value as of July 25, 2024 ($ 6,965,000 ), and recognized the $ 6,000 change in fair value as

a non-cash loss and reclassified the Series F-1 Warrants to additional paid-in capital as of July 25, 2024.

For the year ended December

31, 2024, the Company recognized a non-cash gain on the change in fair value of $ 968,000 .

G Private Placement

May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series G Purchase Agreement” and collectively

with the Series F-1 Purchase Agreement, each a “Purchase Agreement” and collectively, the “Purchase Agreements”)

with certain accredited investors (the “Series G Investors” and collectively with the Series F-1 Investors, the “Investors”),

with certain accredited investors (the “Series G Investors”), pursuant to which it agreed to sell to the Series G Investors

(i) an aggregate of 8,950 shares of the Company’s newly-designated Series G Preferred Stock, initially convertible into up to 4,928,416

shares of the Company’s Common Stock, at a conversion price of $ 1.816 per share (ii) short-term warrants to acquire up to an aggregate

of 4,928,416 shares of Common Stock (the “Series G Short-Term Warrants”) at an exercise price of $ 1.816 per share, and (iii)

long-term warrants to acquire up to an aggregate of 4,928,416 shares of Common Stock (the “Series G Long-Term Warrants,”

and collectively with the Series G Short-Term Warrants, the “Series G Warrants”) at an exercise price of $ 1.816 per share

(collectively, the “Series G Private Placement” and collectively with the Series F-1 Private Placement, each a “Private

Placement” and collectively, the “Private Placements”).

The closing of the Series G Private Placement occurred on May

23, 2024 (the “Series G Closing Date” and collectively with the Series F-1 Closing Date, the “Closing Date”).

G Preferred Stock

Series G Preferred Shares became convertible upon issuance into Common Stock (the “Series G Conversion Shares”) at the election

of the holder at any time at an initial conversion price of $ 1.816 (the “Series G Conversion Price”).

The Series G Conversion

Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based

adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at

a price below the then-applicable Series G Conversion Price (subject to certain exceptions).

At any time after the issuance date of the

Series G Preferred Shares, the Company has the option to redeem in cash all or any portion of the shares of Series G Preferred Shares

then outstanding at a premium upon notice by the Company to all holders of the Series G Preferred Shares.

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

arrears monthly, at the holder’s options, (i) in cash, (ii) “in kind” in the form of additional shares of Series G

Preferred Shares (the “PIK Shares”), or (iii) in a combination thereof, in each case, in accordance with the terms of the

Certificate of Designations of the Series G Preferred Shares (the “Series G Certificate of Designations”).

Upon the occurrence

and during the continuance of a Triggering Event (as defined in the Series G Certificate of Designations), the Series G Preferred Stock

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

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

entitled to receive a dividend make-whole payment.

The holders of the Series G Preferred Shares will be entitled to vote with holders

of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series G Preferred Share is entitled to

be calculated assuming a conversion price of $ 2.253 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the

Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series G Purchase Agreement, subject to certain

beneficial ownership limitations as set forth in the Series G Certificate of Designations.

During the year ended December 31, 2024, the

Company recorded dividends totaling $ 559,393 , which are reported as Preferred Stock Dividends on the Consolidated Statements

of Comprehensive Loss.

Notwithstanding

the foregoing, the Company’s ability to settle conversions and make dividend make-whole payments using shares of Common Stock is

subject to certain limitations set forth in the Series G Certificate of Designations.

Further, the Series G Certificate of Designations

contains a certain beneficial ownership limitation, which applies to each Series G Investor, other than PharmaCyte Biotech, Inc., after

giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series G Preferred Shares or as part of any dividend

make-whole payment under the Series G Certificate of Designations.

June 17, 2024, the Company entered into an Amendment Agreement (the “Series G Amendment”) with the Required Holders (as defined

in the Series G Certificate of Designations).

Pursuant to the Series G Amendment, the Required Holders agreed to amend the Series G Certificate

of Designations by filing a Certificate of Amendment (“Series G Certificate of Amendment”) to the Series G Certificate of

Designations with the Secretary of State of the State of Delaware (the “Secretary of State”) to increase the number of authorized

shares of Series G Preferred Stock from 8,950 to 12,826,273 , in order to authorize a sufficient number of shares of Series G Preferred

Stock for the payment of PIK Shares.

On June 17, 2024, the Company filed the Series G Certificate of Amendment with the Secretary of

State, thereby amending the Series G Certificate of Designations.

The Series G Certificate of Amendment became effective with the Secretary

of State upon filing.

Series G Preferred Shares are classified as temporary equity as the holder of the Series G Preferred Stock has the right to require the

Company to redeem for cash all or any portion of such Holder’s shares upon the suspension from trading or the failure of the Common

Stock to be trading or listed (as applicable) on an eligible market for a period of five (5) consecutive Trading Days.

The Series G Preferred

Stock is not unconditionally redeemable and is only conditionally puttable at the Holder’s option upon this trading suspension

This would not be considered to be within the Company’s control.

estimated fair value of the Series G Preferred Stock on the issuance date of approximately $ 22.3 million, was determined utilizing Monte

Carlo simulations.

The estimated aggregate fair value of the Warrants of approximately $ 14.1 million was determined utilizing the Black

Scholes Model.

The aggregate fair value of the Warrants exceeds the aggregate gross proceeds from the transaction as the Warrants were

issued in the money.

approximately $ 9.0 million stock discount (contra-Preferred Stock) resulting from the difference between the gross proceeds and the allocated

residual fair value of the Series G Preferred Stock (i.e.

$0) is accounted for as a reduction to the carrying value of the Preferred

Stock and is not accreted until redemption becomes probable in accordance with ASC 480-10-S99-3A.

the fair value of the liabilities required to be subsequently measured at fair value exceeds the net proceeds received, the excess of

the fair value over the net proceeds received is recognized as a loss in earnings.

As such, the Company recognized a loss on the issuance

of preferred stock of approximately $ 5.1 million.

August 8, 2024, the Company entered into an Amendment Agreement (the “August Series G Amendment”) with the Required Holders

(as defined in the Series G Certificate of Designations).

Pursuant to the August Series G Amendment, the Required Holders agreed to amend

the Series G Certificate of Designations by filing a Certificate of Amendment (“August Series G Certificate of Amendment”)

to the Series G Certificate of Designations with the Secretary of State to adjust the calculation of the PIK Shares.

On August 8, 2024,

the Company filed the August Series G Certificate of Amendment with the Secretary of State, thereby amending the Series G Certificate

of Designations.

The August Series G Certificate of Amendment became effective with the Secretary of State upon filing.

Series G Preferred Shares were determined to be more akin to a debt-like host than an equity-like host.

The Company identified the following

embedded features that are not clearly and closely related to the debt host instrument:

1) make-whole interest upon a contingent redemption

event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in

the Series G Certificate of Designations), and 4) variable share-settled installment conversion.

These features were bundled together,

assigned probabilities of being affected and measured at fair value.

Subsequent changes in fair value of these features are recognized

in the Consolidated Statements of Comprehensive Loss.

The Company estimated at issuance the $ 3,149,800 fair value of the bifurcated

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

the fair value of our Common Stock of $ 1.90 on the

issuance date, estimated equity volatility of 120.0 %, estimated traded volume volatility of 190.0 %, the time to maturity of 1.35 years,

a discounted market interest rate of 6.8 %, dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 0.5 %.

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.

to the Series G Private Placement, the Company issued to investors (i) the Series G Long-Term Warrants to purchase 4,928,416 shares of

Common Stock, with an exercise price of $ 1.816 per share (subject to adjustment), for a period of five years from the date of issuance

and (ii) the Series G Short-Term Warrants to purchase 4,928,416 shares of Common Stock, with an exercise price of $ 1.816 per share (subject

to adjustment), for a period of eighteen months from the date of issuance.

exercise price of the Series G Warrants and the number of shares issuable upon exercise of the Series G Warrants are subject to customary

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

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

Stock, at a price below the then-applicable exercise price (subject to certain exceptions).

Upon any such price-based adjustment to the

exercise price, the number of shares issuable upon exercise of the Series G Warrants will be increased proportionately.

August 16, 2024, the Company entered into (i) an Amendment (the “Series G Long Term Warrant Amendment”) with the Series G

Investors, effective as of June 30, 2024, relating to the Series G Long Term Warrants, and (ii) an Amendment (the “Series G Short

Term Warrant Amendment” and, together with the Series G Long Term Warrant Amendment, the “Series G Warrant Amendments”)

with the Series G Investors, effective as of June 30, 2024, relating to the Series G Short Term Warrants.

The Series G Warrant Amendments

modified certain terms of the Series G Warrants relating to the rights of the holders of the Series G Warrants to provide that, in the

event of a Fundamental Transaction (as defined in the Series G Warrants) that is not within the Company’s control, including the

Fundamental Transaction not being approved by the Company’s Board of Directors, the holder of the Series G Warrant shall only be

entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at

the Black Scholes Value (as defined in the Series G Warrants) of the unexercised portion of such Series G Warrant, that is being offered

and paid to the holders of the Company’s Common Stock in connection with the Fundamental Transaction, whether that consideration

be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from

among alternative forms of consideration in connection with the Fundamental Transaction;

provided, further, that if holders of Common

Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be

deemed to have received common stock of the successor entity (which such successor entity may be the Company following such Fundamental

Transaction).

Additionally, the Series G Warrant Amendments amend the definition of Black Scholes Value related to the volatility input

which is now an expected volatility equal to the 60 day volatility, obtained from the “HVT” function on Bloomberg (determined

utilizing a 365 day annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure

of the applicable Fundamental Transaction and (2) the date of a holder’s request.

The modification resulted in the reclassification

of the Series G Warrants to be considered equity classified as they were no longer in the scope of ASC 815.

In accordance with ASC 815-40,

the Company remeasured the Series G Warrants at fair value as of July 25, 2024 ($ 12,343,000 ) and recognized the $ 11,000 change in fair

value as a non-cash loss and reclassified the Series G Warrants to additional paid-in capital as of July 25, 2024.

For the year ended

December 31, 2024, the Company recognized a non-cash gain on the change in fair value of $ 1,716,000 .

Rights Agreements

connection with the Series F-1 Private Placement, the Company entered into a Registration Rights Agreement with the Series F-1 Investors

(the “Series F-1 Registration Rights Agreement,”), pursuant to which the Company agreed to file a resale registration statement

(the “Series F-1 Registration Statement”) with the SEC to register for resale (A) 200% of the Series F-1 Conversion Shares

and (B) 200% of the Series F-1 Warrant Shares promptly following the Closing Date, but in no event later than 30 calendar days after

the Closing Date, and to have such Series F-1 Registration Statement declared effective by the Effectiveness Deadline (as defined in

the Series F-1 Registration Rights Agreement).

connection with the Series G Private Placement, the Company entered into a Registration Rights Agreement with the Series G Investors

(the “Series G Registration Rights Agreement” and, together with the Series F-1 Registration Rights Agreement, the “Registration

Rights Agreements”) pursuant to which the Company agreed to file a resale registration statement (the “Series G Registration

Statement”) with the SEC to register for resale (A) 200% of the Series G Conversion Shares, (B) 200% of the shares of Common Stock

issuable upon conversion of the PIK Shares, and (C) 200% of the Series G Warrant Shares promptly following the Closing Date, but in no

event later than 30 calendar days after the Closing Date, and to have such Series G Registration Statement declared effective by the

Effectiveness Deadline (as defined in the Series G Registration Rights Agreement).

connection with the Registration Rights Agreements, the Company filed a registration statement on Form S-3 covering such securities,

which registration statement was filed on June 21, 2024, amended on August 8, 2024 and declared effective by the SEC on August 12, 2024.

Under the Series F-1 Registration Rights Agreement, the Company is obligated to pay certain liquidated damages to the Series F-1 Investors

if the Company, among other things, failed to file the Series F-1 Registration Statement when required, failed to file or cause the Series

F-1 Registration Statement to be declared effective by the SEC when required, or fails to maintain the effectiveness of the Series F-1

Registration Statement.

Placement Warrants

connection with the Private Placements, pursuant to (A) an engagement letter (the “GPN Agreement”) with GP Nurmenkari Inc.

(“GPN”) and (B) an engagement letter (the “Palladium Agreement,” and collectively with the GPN Agreement, the

“Engagement Letters”) with Palladium Capital Group, LLC (“Palladium,” and collectively with GPN, the “Placement

Agents”), the Company engaged the Placement Agents to act as non-exclusive placement agents in connection with each Private Placement,

pursuant to which, the Company agreed to (i) pay the Placement Agents a cash fee equal to 3% of the gross proceeds of each Private Placement

(including any cash proceeds realized by the Company from the exercise of the Series F Warrants), (ii) reimbursement and payment of certain

expenses, and (iii) issue to the Placement Agents on the Closing Date, warrants to purchase up to an aggregate of 693,833 of shares of

Common Stock to each Placement Agent, which is equal to 3% of the aggregate number of shares of Common Stock underlying the securities

issued in each Private Placement, including upon exercise of any Series F Warrants, with terms identical to the Series G Long-Term Warrants

and Series F-1 Long-Term Warrants.

Stockholder Approval

Company’s ability to issue Series F-1 Conversion Shares and Series G Conversion Shares and Series F-1 Warrant Shares and Series

G Warrant Shares using shares of Common Stock is subject to certain limitations set forth in the Series F-1 Certificate of Designations

and Series G Certificate of Designations, as applicable.

Prior to the Nasdaq Stockholder Approval (as defined below), such limitations

included a limit on the number of shares that could be issued until the time that the Company’s stockholders have approved the

issuance of more than 19.99 % of the Company’s outstanding shares of Common Stock in accordance with the rules of the Nasdaq Stock

Each Purchase Agreement requires the Company to hold a meeting of its stockholders no later than August 1, 2024, to seek approval

(the “Stockholder Approval”) (i) under Nasdaq Stock Market Rule 5635(d) for the issuance of shares of Common Stock in excess

of 19.99 % of the Company’s issued and outstanding shares of Common Stock at prices below the “Minimum Price” (as defined

in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the applicable Purchase Agreement pursuant to the terms of the Series

F-1 Preferred Shares and Series G Preferred Shares, as applicable, and the Series G Warrants and Series F-1 Warrants, as applicable,

and (ii) to increase the number of authorized shares of the Company to ensure that the number of authorized shares of Common Stock is

sufficient to meet the Required Reserve Amount (as defined in the Purchase Agreements) pursuant to the terms of each Purchase Agreement.

The Company received the Nasdaq Stockholder Approval at a special meeting of stockholders held on July 24, 2024.

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

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

June 7, 2023, the Company granted the three employees options to purchase an aggregate of 7,668

shares of Common Stock with an exercise price

As consideration for a waiver and

release in their separation agreements, the Company amended the employees’ respective June 7, 2023 option agreements to accelerate

vesting of the portion of optioned shares that otherwise would have vested upon the first and second anniversaries of the date of grant.

The options have an exercise period of twelve months from the date of separation.

The Company recognized as compensation expense $168,496

which represented the remaining unamortized fair value of the original grant.

Executive Officer Contract Amendments and Separations

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

June 7, 2023, the Company granted the three employee’s options to purchase an aggregate of 7,668 shares of Common Stock with

an exercise price of $ 49.80 per share.

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

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

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

The options have an exercise period of twelve months

from the date of separation.

The Company recognized as compensation expense $ 168,496 which represented the remaining unamortized fair

value of the original grant.

Officer Contract Amendments and Separations

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

9 unchanged sentences

Stock or in cash.

As of December 31, 2023, the Company had recognized a salary deferral of $28,846 which is included in Deferred Compensation

Payable on the Consolidated Balance Sheet.

As of December 31, 2024 and December 31, 2023, the Company had recognized a salary deferral of $149,038 and $28,846,

respectively, which was paid to Dr.

Chapman on June 27, 2024.

Chapman’s employment agreement terminated June 14, 2024.

Pursuant to a General Release and Severance Agreement (the “Separation

Agreement”), dated as of June 14, 2024, Dr.

Chapman is entitled to (i) payment in the amount of $ 125,000 , less all lawful and authorized

withholdings and deductions, to be paid in three (3) equal monthly installments, (ii) a one-time payment equal to $ 25,000 , less all lawful

and authorized withholdings and deductions, (iii) reimbursement for continuation coverage under the Consolidated Omnibus Budget Reconciliation

Act of 1985, as amended (“COBRA”) for a period of up to three (3) months, and (iv) acceleration of certain unvested options

granted to Dr.

Chapman pursuant to those certain Nonqualified Stock Option Agreements, dated April 4, 2023 and June 7, 2023.

recognized $ 150,000 of salary expense and $ 197,427 of stock-based compensation during the yere ended December 31, 2024, which is included

in the Consolidated Statement of Comprehensive Loss.

connection with an overall reduction in compensation paid to the Company’s directors implemented in November 2023, effective November

11 unchanged sentences

The amendment also clarified that Mr.

Schreiber’s title is “Director.” As of December 31, 2023, the Company

had recognized a salary deferral of $27,692 which is included in Deferred Compensation Payable on the Consolidated Balance Sheet .

Effective November 13, 2023, the Company entered into

an amendment to the employment agreement of Dr.

Adam Kaplin, its Chief Scientific Officer, 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

The amendment further provides that, in the event of termination without cause by the Company prior to the end of the initial term,

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

The amendment further provides that all outstanding

and unvested shares granted pursuant to the Nonqualified Stock Option Agreement, dated June 7, 2023, between the Company and Dr.

shall accelerate upon the termination of Dr.

Schreiber’s title is “Director.” As of December 31, 2024 and 2023,

the Company had recognized a salary deferral of $175,385 and $27,692, respectively, which was paid to Mr.

Schreiber on August 22, 2024.

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

Adam Kaplin, its Chief Scientific Officer,

providing that Dr.

Kaplin’s employment and had an initial term of four months, which the parties had the option to 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 shall receive his monthly base salary through the end of the initial

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.

Kaplin’s amendment further provides 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 will 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.

Effective November 13, 2023, the Company entered into

a mutual employment separation agreement with Paul M.

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 will 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.

Kaplin’s employment was terminated effective

April 15, 2024.

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

Rivard, its Chief Legal Officer.

The separation agreement provides for a lump-sum

severance payment equal to three months of his normal base salary in exchange for a waiver and release.

The separation agreement further

provides 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

Director’s Deferral of Board Service Fees

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 Mr.

Silverman’s election, in shares

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

The separation agreement further provides 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.

Deferral of Board Service Fees

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 Mr.

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.

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.

Upon their appointment to the Board, Messrs.

Friscia and Glass were also subject to this deferral.

December 31, 2024 and 2023, the Company had recognized a board fee deferral of $ 209,800 and $ 44,000 , respectively, which was paid to

the respective Board member on August 21, 2024.

2 – Significant Accounting Policies

21 unchanged sentences

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

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

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

Comprehensive Income (Loss)

9 unchanged sentences

Fair Value of Financial Instruments

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

The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their

short maturities.

value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of

and for the year ended December 31, 2024.

The carrying amounts of cash equivalents, accounts receivable, other current assets, other

assets, accounts payable, and accrued expenses approximated their fair values as of December 31, 2024 due to their short-term nature.

The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation

model, which uses as inputs the fair value of the Company’s Common Stock and estimates for the equity volatility and traded volume

volatility of the Company’s Common Stock, the time to maturity of the convertible preferred stock, the risk-free interest rate

for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and the probability of default.

value of the warrant liabilities was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions:

dividend yield, expected term in years;

equity volatility;

and risk-free interest rate.

framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure

18 unchanged sentences

following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2024 and December

of Marketable Securities

Schedule of Marketable Securities

Valued using quoted prices in active markets for identical assets.

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

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

Unobservable Inputs (Level 3)

securities at December 31, 2023

Marketable securities

at December 31, 2022

Quoted Prices in Active Markets for Identical Assets or Liabilities

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

Significant Unobservable Inputs (Level 3)

Marketable securities at December 31, 2024

Marketable securities at December 31, 2023

securities are classified as available for sale and are valued at fair market value.

Maturities of the securities are less than one year.

The maturities of the securities are less than one

of December 31, 2024 and 2023, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments.

As such, the change in fair value in the year ended December 31, 2023 and 2022 was a gain of $ 514 and a gain of $ 2,958 , respectively.

and losses resulting from the sales of marketable securities were gains of $ 416 and losses of $ 5,964 for the years ended December 31,

2023 and 2022, respectively.

As such, the change in fair value in the year ended December 31, 2024 and 2023 were gains of $ 671 and $ 514 , respectively.

and losses resulting from the sales of marketable securities were gains of $ 976 and $ 416 for the years ended December 31, 2024 and 2023,

respectively.

from the sales of marketable securities were $ 6,750,480 and $ 15,300,030 in the years ended December 31, 2024 and 2023, respectively.

6 unchanged sentences

The following table presents

information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2023, and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

of Fair Value Hierarchy of the Valuation Inputs

Warrant liabilities (Note 3)

Derivative liabilities (Note 3)

information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and 2023,

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of Fair Value Hierarchy of the Valuation Inputs

As of December 31,

Warrant Liabilities

Derivative Liabilities

following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring

of Change in Fair Value of Warrant Liabilities

Balance on December 31, 2022

Issuance of warrants reported at

Change in fair value

of warrant liabilities

basis for the years ended December 31, 2024 and 2023:

Summary of Change in Fair Value of Warrant Liabilities

As of December 31,

Balance on December 31, 2023 and 2022

Issuance of warrants reported at fair value

Changes in fair value of warrant liabilities

( 1,175,000 )

Reclassification of warrant liability to equity upon warrant modification

( 7,961,000 )

Balance on March 31,

Change in fair value

of warrant liabilities

Issuance of warrants reported at fair value

Changes in fair value of warrant liabilities

( 2,701,000 )

( 1,635,000 )

Balance on June 30,

Change in fair value

of warrant liabilities

Changes in fair value of warrant liabilities

( 5,356,000 )

Reclassification of warrant liability to equity upon warrant modification

( 19,308,000 )

Balance on September 30,

Change in fair value

of warrant liabilities

Changes in fair value of warrant liabilities

( 1,590,000 )

1 unchanged sentence

following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on

a recurring basis:

of Change in Fair Value of Derivative Liabilities

Balance on December 31, 2022

Issuance of convertible preferred

stock with derivative liabilities

Change in fair value

of derivative liabilities

a recurring basis for the years ended December 31, 2024 and 2023:

Summary of Change in Fair Value of Derivative Liabilities

As of December 31,

Balance on December 31, 2023 and 2022

Issuance of derivatives reported at fair value

Changes in fair value of derivative liabilities

Balance on March 31,

Change in fair value

of derivative liabilities

Issuance of derivatives reported at fair value

Changes in fair value of derivative liabilities

Balance on June 30,

Change in fair value

of derivative liabilities

Changes in fair value of derivative liabilities

( 2,566,900 )

Balance on September 30,

Change in fair value

of derivative liabilities

Changes in fair value of derivative liabilities

Balance on December 31,

were no assets or liabilities measured on a non-recurring basis as of December 31, 2024 or December 31, 2023.

Derivative Financial Instruments

6 unchanged sentences

months of the balance sheet date.

Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as

The Company has also determined that the following embedded features in the preferred stock are not clearly and closely

related to the debt host instrument:

1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion

event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable

share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities.

The fair value

of the warrants and embedded features are estimated using internal valuation models.

The Company’s valuation models utilize inputs

and other assumptions and may not be reflective of the price at which they can be settled.

Company has determined that the Series F Convertible

Preferred Stock warrants are derivatives that are required to be accounted for as liabilities.

The Company has also determined that the

following embedded features in the preferred stock are not clearly and closely related to the debt host instrument:

1) make-whole interest

upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions

Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and

as such are bifurcated from the preferred stock and accounted for as liabilities.

The fair value of the warrants and embedded features

are estimated using internal valuation models.

The Company’s valuation models utilize inputs and other assumptions and may not

be reflective of the price at which they can be settled.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition

of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including

whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require “net

cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly

period end date while the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured

at fair value and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash

gain or loss on the Statements of Comprehensive Income (Loss).

Company applies the guidance in ASC 815-40 to account for warrants that are liability classified that are subsequently modified resulting

in a reclassification to equity.

The warrants are remeasured at fair value on the modification date, the change in fair value is recognized

as a non-cash gain or loss on the Statement of Comprehensive Income (Loss), and the warrants are reclassified to additional paid-in capital.

Prepaid Expenses

2 unchanged sentences

Concentrations

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial

institutions and accounts receivable.

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with

financial institutions and accounts receivable.

At times, the Company’s cash in banks exceeds the FDIC insurance limit.

The Company has not

experienced any loss because of these cash deposits.

These cash balances are maintained with two banks as of December 31, 2023.

Company has not experienced any loss because of these cash deposits.

These cash balances are maintained with two banks and do not

exceed the FDIC limit as of December 31, 2024.

Risk Management of Cash and Investments

48 unchanged sentences

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

of Estimated Useful Lives of Property Plant and Equipment

Schedule of Estimated Useful Lives of Property Plant and Equipment

Plant and equipment

2 unchanged sentences

Leasehold Improvements

Shorter of the remaining lease or estimated

Shorter of the remaining lease or estimated useful life

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

11 unchanged sentences

the Company has 18 issued U.S.

patents, 64 foreign patents, 2 pending U.S.

patent applications and 10 foreign patent

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

issued are expected to expire between 2036 and 2041.

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

trademarks, and trade secrets) using all legal remedies available to the Company.

patents, 69 issued foreign patents, one pending U.S.

patent applications and five foreign patent applications

pending in such jurisdictions as Canada, China, Israel, and Japan, which if issued are expected to expire between 2036 and 2041.

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

copyrights, trademarks, and trade secrets) using all legal remedies available

to the Company.

Company records expenses related to the application for and maintenance of patents as a component of research and development expenses

on the Consolidated Statement of Comprehensive Loss.

Costs and Trade Secrets

may be purchased from third parties.

8 unchanged sentences

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

of Estimated Useful Lives of Intangible Assets

Patents and trademarks

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

Schedule of Estimated Useful Lives of Intangible Assets

and trademarks

is evaluated annually for impairment or whenever the Company identifies certain triggering events or circumstances that would more likely than not

reduce the fair value below its carrying amount.

2 unchanged sentences

unanticipated competitive activities, and acts by governments and courts.

No impairment was recorded for each of the years ended December 31, 2023 and 2022.

No impairment was recorded for each of the years ended December

31, 2024 and 2023.

Recoverability of Long-Lived Assets

15 unchanged sentences

Right-of-Use Assets

Company leased a facility in Tampa, Florida (“Hyde Park”) under an operating lease (“Hyde Park Lease”) with annual

rentals of $ 22,048 to $ 23,320 plus certain operating expenses.

The Hyde Park facility housed the MyMD Florida operations.

The Hyde Park

Lease took effect on July 1, 2019 for a term of 36 months to expire on June 30, 2022 .

The Company cancelled the Hyde Park lease in March

2022 without penalty.

Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”)

with annual rentals of $ 52,800 to $ 56,016 plus certain operating expenses.

The 2021 Baltimore Lease took effect on November 17, 2021

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

The initial term expires on November 30, 2022 .

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

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

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

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

of 36 months.

The Platt Street Lease was cancelled without penalty effective October 31, 2023.

Company leased a facility in Baltimore, Maryland under an operating lease (“2021 Baltimore Lease”) with annual rentals of

$ 52,800 to $ 56,016 plus certain operating expenses.

The 2021 Baltimore Lease took effect on November 17, 2021, for a term of 12 months

with automatic renewals unless sixty-day notice is provided.

The initial term expired on November 30, 2022.

The lease renewed effective

December 1, 2022, for a term of 12 months with automatic renewals unless a sixty-day notice is provided.

The 2021 Baltimore Lease was

terminated by the lessor on April 30, 2024.

Company leased a facility in Tampa, Florida under an operating lease (“Platt Street Lease”) with annual rentals of $ 22,030

to $ 23,259 plus certain operating expenses.

The Platt Street Lease took effect on April 1, 2022, for a term of 36 months.

The Platt Street

Lease was cancelled without penalty effective October 31, 2023.

Company leased a facility in Baltimore, Maryland under an operating lease (“2024 Baltimore Lease”) with annual rentals of

$ 32,400 plus certain operating expenses.

The 2024 Baltimore Lease took effect on May 1, 2024, for a term of 12 months with automatic

renewals unless sixty-day notice was provided.

On February 26, 2025, the Company provided notice of its intention not to renew the Baltimore

Lease, effective April 30, 2025.

accordance with FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a

22 unchanged sentences

over the lease term.

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

Company’s operating leases are comprised of the 2024 Baltimore Lease, the 2021 Baltimore Lease and the Platt Street Lease on the

Consolidated Balance Sheets.

The information related to these leases are presented below:

of Condensed Consolidated Balance Sheet Information Related to Operating Lease

Sheet Location

of December 31, 2023

of December 31, 2022

Sheet Location

Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease

Balance Sheet Location

As of December 31, 2024

As of December 31, 2023

2021 Baltimore

2024 Baltimore

2021 Baltimore

Balance Sheet Location

Operating Lease

Lease Right of Use

Lease Payable, current

Lease Payable - net of

Lease Payable - net of current

following provides details of the Company’s lease expense:

of Lease Expense

December 31, 2023

December 31, 2022

Schedule of Lease Expense

Lease Expenses

For the Years Ended December 31, 2024

For the Years Ended December 31, 2023

2021 Baltimore

2024 Baltimore

2021 Baltimore

Lease Expenses

Operating Leases

information related to leases is presented below:

of Other Information Related to Leases

of December 31, 2023

information as of December 31, 2024 related to leases is presented below:

Schedule of Other Information Related to Leases

Other Lease Information

2021 Baltimore

2024 Baltimore

Other Information

Operating Leases

Operating cash

Average remaining lease

Operating cash used

Average remaining lease term

Average discount rate

of December 31, 2024, the annual minimum lease payments of the Company’s operating lease liabilities were as follows:

of Operating Lease Minimum Lease Payments

of December 31, 2023

Schedule of Operating Lease Minimum Lease Payments

2021 Baltimore

2024 Baltimore

Annual Minimum Lease Payments

2021 Baltimore

2024 Baltimore

For Years Ending December 31,

1 unchanged sentence

Imputed interest

Present value of future

minimum lease payments

Present value of future minimum lease payments

Revenue Recognition

40 unchanged sentences

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

years from 2020 through 2023 remain subject to examination by federal and state jurisdictions.

Since the Company had losses in the past, all prior years that generated net operating loss carryforwards are open

and subject to audit examination in relation to the net operating loss generated from those years.

Basic and Diluted Earnings per Share of Common Stock

earnings per common share is based on the weighted average number of shares outstanding during the periods presented.

earnings per common stock is based on the weighted average number of shares outstanding during the periods presented.

Diluted earnings

per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the

Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive.

per share is computed using the weighted average number of common stock plus dilutive common share equivalents outstanding during the

Potential common stock that would have the effect of increasing diluted earnings per share are considered anti-dilutive.

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

1 unchanged sentence

the Company reported a net loss for the years ended December 31, 2024 and 2023, Common Stock equivalents were anti-dilutive.

of December 31, 2023 and 2022, the following securities are excluded from the calculation of weighted average dilutive common shares

of December 31, 2024 and 2023, the following securities are excluded from the calculation of weighted average dilutive common stock

because their inclusion would have been anti-dilutive:

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

the Years Ended

Schedule of Weighted Average Number of Shares Outstanding Earnings Per Share

For the Years Ended

Stock Options

1 unchanged sentence

Warrants to purchase Common Stock

Pre-funded Warrants to purchase Common Stock

Series C Preferred Convertible Warrants

Series D Preferred Convertible Stock

Series F Preferred Convertible

potentially dilutive shares

Series F Preferred Convertible Stock

Series F-1 Convertible Preferred Stock

Series G Convertible Preferred Stock

Total potentially dilutive shares

Stock-based Payments

23 unchanged sentences

Recently Issued Accounting Pronouncements

Issued Accounting Pronouncements Adopted

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

Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40),

Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity - Classified Written Call Options.

The amendments

in this Update clarify an issuer’s accounting for modifications or exchanges of freestanding equity - classified written call options

(for example, warrants) that remain equity classified after modification or exchange.

The amendments are effective for all entities for

fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

An entity should apply the amendments

prospectively to modifications or exchanges occurring on or after the effective date of the amendments.

Early adoption is permitted for

all entities, including adoption in an interim period.

If an entity elects to early adopt the amendments in this Update in an interim

period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period.

The adoption of this

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

In June 2016, the FASB issued Accounting Standards Update (ASU) No.

2016-13, Financial Instruments – Credit Losses (Topic 326),

Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No.

2019-10 and other subsequently issued related ASUs.

The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual

right to receive cash.

The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets.

The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those

fiscal years.

The Company adopted this new guidance effective January 1, 2023 utilizing the modified retrospective transition method.

The adoption of this standard did not have a material impact on the Company’s financial statements, but did change how the allowance

for credit losses is determined.

Issued Accounting Pronouncements Not Adopted

does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the Company’s

condensed consolidated financial statements.

As new accounting pronouncements are issued, the Company will adopt those that are applicable

under the circumstances.

In November 2023, the FASB issued ASU

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant

segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable

segment’s profit or loss and assets that are currently required annually.

The ASU does not change how a public entity identifies its

operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments.

The new disclosure requirements

are also applicable to entities that account and report as a single operating segment entity.

ASU 2023-07 is effective for fiscal years

beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

The Company adopted

the guidance for the annual reporting period ended December 31, 2024.

There was no impact on the Company’s reportable segments

identified and additional required disclosures have been included in Note 12, Segment Reporting.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures which requires public entities

to disclose specific categories in the effective tax rate reconciliation, as well as expanded disclosures on income taxes paid by jurisdictions.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently

evaluating the impact related to the adoption of ASU 2023-09 on their consolidated financial statement disclosures.

November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220), which requires disclosure in the

notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement

of operations.

The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods

beginning after December 15, 2027, with early adoption permitted.

The requirements will be applied prospectively with the option for

retrospective application.

The Company is currently evaluating the impact related to the adoption of ASU 2024-03 on their consolidated

financial statement disclosures.

3 – Going Concern

The Company has

evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s

ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The accompanying consolidated

financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of

liabilities in the normal course of business.

The Company has sustained a net loss attributable to common stockholders of $ 8,218,163

and $ 15,197,336 and negative cash flows from operations of $ 12,980,625 and $ 12,270,068 for the years ended December 31, 2023 and 2022.

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

The Company’s ability to continue

as a going concern for the next 12 months from the date of this Annual Report is dependent upon its ability to obtain additional

capital financing.

Through the date of this Annual Report, the Company has been primarily financed through the proceeds from the

sale of preferred and common stock.

In the event the Company does not complete an offering, the Company expects to seek additional funding

through private equity or debt financings.

The Company may not be able to obtain financing on acceptable terms, or at all.

of additional equity would result in dilution to existing stockholders.

If the Company is unable to obtain additional funds when they

are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business

plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition

and results of operations.

No assurance can be given that the Company will be successful in these efforts.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about

the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements

of December 31, 2024, the Company’s cash on hand was $ 173,154

and marketable securities were $ 8,345,082 .

The Company has incurred a total net loss attributable to common stockholders of $ 27,161,219

for the year ended December 31, 2024.

As of December 31, 2024, the Company had working capital of $ 2,710,626

and stockholders’ equity of $ 9,789,740 ,

including an accumulated deficit of $ 129,138,286 .

Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and Preferred

Stock in public and private placements.

the year ended December 31, 2024, the Company raised $ 12,487,399 , net of offerings costs of $ 1,512,601 , through the private placement

of the Company’s Series F-1 Preferred Stock and Series G Preferred Stock and warrants to purchase shares of the Company’s

Common Stock.

Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that

the Company’s current financial resources as of the date of the issuance of these Consolidated Financial Statements are

sufficient to fund its current operating budget and contractual obligations as of December 31, 2024 as they fall due within the next

twelve-month period from the date of the issuance of these financial statements, alleviating any substantial doubt raised by the Company’s

historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these consolidated financial

4 – Trade and Other Payables

3 unchanged sentences

Accrued Expenses

Trade and other payables,

and other payables, Total

5 – Stock-based Payments

1 unchanged sentence

Stock Incentive Plan

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

The 2013 Plan was amended by the Board

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

The 2013 Plan provides

for the issuance of up to 73 shares of the Company’s Common Stock.

As of December 31, 2023, grants of restricted stock and options

to purchase 54 shares of Common Stock have been issued pursuant to the 2013 Plan, and 19 shares of Common Stock remain available for

Stock Incentive Plan

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

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

As of December 31, 2023, grants of options

to purchase 0 shares of Common Stock have been issued pursuant to the 2016 Plan, and 0 shares of Common Stock remain available

for issuance.

2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc.

Amended and Restated 2016 Equity Incentive Plan (the “2016

The 2016 Plan provided for the issuance of up to 50,000,000 shares of the Company’s Common Stock.

As of December

31, 2024, no options were outstanding and no shares of Common Stock remain available for issuance under the 2016 Plan.

Pursuant to the

Merger Agreement, effective as of the effective time of the Merger, the Company assumed pre-Merger MyMD Florida’s Second Amendment

to Amended and Restated 2016 Stock Incentive Plan (the pre-Merger MyMD Florida’s Second Amendment to Amended and Restated 2016

Incentive Plan together 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 each options was amended to expire on the

second-year anniversary of the effective time of closing).

All such options expired on April 16, 2023.

Stock Incentive Plan

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

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

Plan provides for the issuance of up to 118 shares of the Company’s Common Stock.

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Stock Incentive Plan

December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”).

December 7, 2018, the stockholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”).

27, 2020, the 2019 Plan was modified to increase the total authorized shares.

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Stock Incentive Plan

April 15, 2021, the shareholders approved, and the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”).

Plan provides for the issuance of up to 240,940 shares of the Company’s Common Stock.

As of December 31, 2023, grants of RSUs and

stock options to purchase 230,318 shares of Common Stock have been issued pursuant to the 2021 Plan, and 10,622 shares of Common Stock

remain available for issuance.

following table summarizes the activities for MyMD stock options for the year ended December 31, 2023:

April 15, 2021, the stockholders approved, and the Company adopted the 2021 Stock Incentive Plan, as amended, (“2021 Plan”).

The 2021 Plan provides for the issuance of up to 2,500,000 shares of the Company’s Common Stock.

As of December 31, 2024, grants

of RSUs and stock options to purchase 109,983 shares of Common Stock have been issued pursuant to the 2021 Plan, and 2,390,017 shares

of Common Stock remain available for issuance.

following table summarizes the activities for the Company’s stock options for the year ended December 31, 2024:

of Stock Options Activity

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Exercisable as of December 31, 2024

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

of $ 7.77 for the Company’s common shares on December 31, 2023 and the closing stock price of $ 34.50 for the Company’s common

shares on December 31, 2022.

January 28, 2022, the Company’s Compensation Committee approved the issuance of 6,668 stock options under the 2021 Stock Incentive

These shares had a grant date fair value of $ 107.70 per share or a cumulative fair market value of $ 717,660 as calculated using

Black-Scholes (exercise price $ 118.80 per share, stock price $ 118.80 per share, volatility of 124.43 %, discount rate of 1.74 % and seven-year

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

will amortize the expenses over the vesting cycles of the individual tranches when the performance achievement is probable.

June 21, 2022, the Company granted 3,334 stock options under the 2021 Stock Incentive Plan to a third-party consultant in consideration

of services rendered.

These shares had a grant date fair value of $ 59.70 per share or a cumulative fair market value of $ 199,360 as calculated

using Black-Scholes (exercise price $ 69.00 per share, stock price $ 69.00 per share, volatility of 130.51 %, discount rate of 3.24 % and

five -year term).

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

The Company is amortizing the expense over twelve months,

the term of the consulting agreement.

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

price of $ 1.15

for the Company’s Common Stock on December 31, 2024 and the closing stock price of $ 7.77

for the Company’s Common Stock on December 31, 2023.

April 4, 2023, the Company issued 25,000

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discount rate of 3.39 %

and a five-year term).

1/3 of the options vested on the grant date, 1/3 vest on the first anniversary of the grant and 1/3 vest on the

second anniversary of the grant.

The 1/3rd of the fair-market value of the options was expensed on the grant date and the remaining 2/3 rd

is amortized over 24 month vesting.

and a five -year

1/3 of the options vested on the grant date, 1/3 vest on the first anniversary of the grant and 1/3 vest on the second anniversary

of the grant.

The 1/3rd of the fair-market value of the options was expensed on the grant date and the remaining 2/3 rd is

amortized over 24 month vesting.

June 7, 2023, the Company issued 66,503

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is amortized over 24 month vesting.

On July 19, 2023, the Company issued 1,667

July 19, 2023, the Company issued 1,667

options to a consultant for services.

These shares had a grant date fair value of $ 29.18

had a grant date fair value of $ 29.18

per share or a cumulative fair market value of

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The options vested on the grant date.

The fair-market value of the options was recorded immediately for services previously performed.

September 6, 2023, the Company issued 33,334 options to a key employee.

These shares had a grant date fair value of $ 23.10 per share

or a cumulative fair market value of $ 769,700 as calculated using Black-Scholes (exercise price $ 24.30 per share, stock price $ 24.30

per share, volatility of 117.90 %, discount rate of 4.44 % and a ten -year term).

The options will vest upon the achievement of specific

performance goals.

The fair-market value of the options will be recognized in the period the vesting event is achieved.

As of December

31, 2023, none of the vesting events have occurred.

September 6, 2023, the Company issued 3,334 options to a key employee.

These shares had a grant date fair value of $ 23.10 per share or

a cumulative fair market value of $ 76,970 as calculated using Black-Scholes (exercise price $ 24.30 per share, stock price $ 24.30 per

share, volatility of 117.90 %, discount rate of 4.44 % and a ten -year term).

½ of the options vested on the grant date, ½

vest on the first anniversary of the grant.

The fair-market value of the vested options was amortized upon the issuance of the grant

and the remaining options will be amortized over the 12-month vesting cycle.

The fair-market value of the options was recorded immediately for services previously

September 6, 2023, the Company issued 33,334

options to a key employee.

These shares had a

grant date fair value of $ 23.10

per share or a cumulative fair market value of

as calculated using Black-Scholes (exercise price

per share, stock price $ 24.30

per share, volatility of 117.90 %,

discount rate of 4.44 %

and a ten -year

The options will vest upon the achievement of specific performance goals.

The fair-market value of the options will be recognized

in the period the vesting event is achieved.

As of December 31, 2023, none of the vesting events have occurred.

September 6, 2023, the Company issued 3,334

options to a key employee.

These shares had a

grant date fair value of $ 23.10

per share or a cumulative fair market value of

as calculated using Black-Scholes (exercise price

per share, stock price $ 24.30

per share, volatility of 117.90 %,

discount rate of 4.44 %

and a ten -year

½ of the options vested on the grant date, ½ vest on the first anniversary of the grant.

The fair-market value

of the vested options was amortized upon the issuance of the grant and the remaining options will be amortized over the 12-month vesting

the years ended December 31, 2024 and 2023, the Company recognized stock option expenses totaling $ 1,057,271 and $ 3,049,537 , respectively.

unamortized stock option expenses as of December 31, 2024 and 2023 totaled $ 148,583 and $ 2,418,338 , respectively.

the year ended December 31, 2023, the Company converted 261

vested RSUs issued in March 2019 and 7,600

vested RSUs issued in September 2020 to members

of the Board of Directors into 7,861

common shares of the Company.

Expenses related

to these RSUs had been recognized by pre-merger Akers Biosciences, Inc in 2021 and prior years.

the year ended December 31, 2023, the Company converted 261 vested RSUs issued in March 2019 and 7,600 vested RSUs issued in September

2020 to members of the Board of Directors into 7,861 shares of Common Stock of the Company.

Expenses related to these RSUs had been recognized

by pre-merger Akers Biosciences, Inc in 2021 and prior years.

October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 93,169 Restricted Stock Units to the

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of each RSU is:

(33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least

ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value

of the Common Stock equals or exceeds $150.00 during such trading day period.

(33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least

ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value

of the Common Stock equals or exceeds $150.00 during such trading day period.

remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at

least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market

(33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten

(10) trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market

value of the Common Stock equals or exceeds $150.00 during such trading day period.

(33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten

(10) trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market

value of the Common Stock equals or exceeds $150.00 during such trading day period.

remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at

least ten (10) trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair

market value of the Common Stock equals or exceeds $150.00 during such trading day period .

the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause

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of December 31, 2024, none of the vesting milestones have been met.

January 28, 2022, the Compensation Committee of the Board of Directors approved a grant of 135 RSUs to a sub-contractor with a grant

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

Such RSUs were granted under the 2021 Plan.

The Company recorded expenses of $ 15,998

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

July 7, 2022, the Compensation Committee of the Board of Directors approved a grant of 1,673 RSUs to a sub-contractor with a grant date

fair value of $ 150,000 and vested immediately.

Such RSUs were granted under the 2021 Plan.

The Company recorded expenses of $ 138,587

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

the year ended December 31, 2024 the Company converted 908 vested RSUs issued in September 2020 to a member of the Board of Directors,

convertible into 908 shares of Common Stock of the Company.

Expenses related to these RSUs had been recognized by pre-merger Akers Biosciences,

in 2021 and prior years.

following is the status of outstanding unvested restricted stock units outstanding as of December 31, 2024 and the changes for the year

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Capital Stock

of December 31, 2023, the Company’s authorized capital stock consisted of 66,666,666

shares, of which 16,666,666

are shares of Common Stock, $ 0.001

par value per share (the “Common Stock”), and 50,000,000

are shares of preferred stock, $ 0.001

par value per share, 1,990,000

of which have been designated as Series C Convertible Preferred Stock (the “Series C Preferred Stock”), 211,353

of which have been designated as Series D Convertible Preferred Stock (the “Series D Preferred Stock”), 100,000

of which have been designated as Series E Junior Participating Preferred Stock and 15,000

of which have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock”).

As of December

31, 2023 and December 31, 2022, there were 2,018,857

and 1,315,674

shares of Common Stock issued and outstanding, respectively.

There were 72,992

shares of Series D Preferred Stock issued and outstanding and warrants to purchase Series C Preferred Stock convertible into 918

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

There were 6,833

shares of Series F Preferred Stock issued and outstanding as of December 31, 2023 and December 31, 2022.

There were no shares of

Series C Convertible Preferred Stock or Series E Junior Participating Preferred Stock issued and outstanding as of December 31, 2023

and December 31, 2023.

July 24, 2024, the Company’s stockholders approved the adoption of the Certificate of Amendment to the Company’s Certificate

of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 16,666,666 to 250,000,000 (“Authorized

Share Increase Amendment”) and to make a corresponding change to the number of authorized shares of capital stock.

2024, the Company filed the Authorized Share Increase Amendment with the Secretary of State of Delaware (the “Secretary of State”).

On June 17, 2024, the Company filed a Certificate of Amendment to the Series G Certificate of Designations with the Secretary of State

to increase the number of authorized shares of Series G Preferred Stock from 8,950 to 12,826,273 .

of December 31, 2024, the Company’s authorized capital stock consisted of 300,000,000 shares, of which 250,000,000 are shares of

Common Stock, and 50,000,000 are shares of preferred stock, $ 0.001 par value per share, 1,990,000 of which have been designated as Series

C Convertible Preferred Stock (the “Series C Preferred Stock”), 211,353 of which have been designated as Series D Convertible

Preferred Stock (the “Series D Preferred Stock”), 100,000 of which have been designated as Series E Junior Participating

Preferred Stock, 15,000 of which have been designated as Series F Convertible Preferred Stock (the “Series F Preferred Stock”)

5,050 of which have been designated as Series F-1 Convertible Preferred Stock and 12,826,273 of which have been designated as Series

G Preferred Stock.

As of December 31, 2024 and December 31, 2023, there were 3,363,603 and 2,018,857 shares of Common Stock issued and

outstanding, respectively.

There were 72,992 shares of Series D Preferred Stock issued and outstanding and warrants to purchase Series

C Preferred Stock convertible into 918 shares of Common Stock issued and outstanding as of December 31, 2024 and December 31, 2023.

were 4,211 and 6,633 shares of Series F Preferred Stock issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

There were 4,747 and 0 shares of Series F-1 Preferred Stock issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

There were 8,884 and 0 shares of Series G Preferred Stock issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

There were no shares of Series C Convertible Preferred Stock or Series E Junior Participating Preferred Stock issued and outstanding

as of December 31, 2024 and December 31, 2023.

holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the certificate of designation for each

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D Preferred Stock is not listed on the Nasdaq, any national securities exchange or other nationally recognized trading system.

Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol “MYMD”.

Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol “TNFA”.

to Deliver Conversion Shares

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of Series D Conversion Shares that would have been issued if we had timely complied with its delivery requirements.

of December 31, 2023, the Company had 72,992 shares of Series D Convertible Preferred Stock outstanding which represent 1,217 underlying

shares of the Company Common Stock.

of December 31, 2024 and December 31, 2023, the Company had 72,992 shares of Series D Convertible Preferred Stock outstanding which represent

1,217 underlying shares of the Company’s Common Stock.

F Convertible Preferred Stock

following are the principal terms of the Series F Preferred Stock:

holders of the Series F Preferred Stock are entitled to dividends of 10.0 % per annum, compounded monthly, which are payable in cash or

shares of Common Stock at the Company’s option, in accordance with the terms of the certificate of designation of the Series F

Preferred Stock (the “Series F Certificate of Designation”).

holders of the Series F Preferred Stock are entitled to dividends of 10.0 % per annum, compounded monthly, which are payable in cash

or shares of Common Stock at the Company’s option, in accordance with the terms of the certificate of designation of the Series

F Preferred Stock (the “Series F Certificate of Designation”).

Upon the occurrence and during the continuance of a Triggering

Event (as defined in the Series F Certificate of Designation), shares of Series F Preferred Stock will accrue dividends at the rate of 15.0 %

15.0 % per annum.

Upon conversion or redemption, the holders of shares of Series F Preferred Stock are also entitled to receive a dividend

make-whole payment.

Series F Preferred Stock has no voting rights, except as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”) and as expressly provided in the Series F Certificate of Designation.

To the extent that under the DGCL the

vote of the holders of shares of Series F Preferred Stock, voting separately as a class or series, as applicable, is required to authorize

a given action of the Company, the affirmative vote or consent of a majority of the outstanding shares of Series F Preferred Stock, voting

together in the aggregate and not in separate series unless required under the DGCL, represented at a duly held meeting at which a quorum

is presented or by written consent of such majority (except as otherwise may be required under the DGCL) shall constitute the approval

of such action by both the class or the series, as applicable.

To the extent that under the DGCL holders of shares of Series F Preferred

Stock are entitled to vote on a matter with holders of shares of Common Stock, voting together as one class, each share of Series F Preferred

Stock shall entitle the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into

which it is then convertible (subject to certain beneficial ownership limitations) using the record date for determining the stockholders

of the Company eligible to vote on such matters as the date as of which the Conversion Price is calculated.

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the each holder shares of the Series F Preferred

Upon conversion or redemption, the holders of shares of Series F Preferred Stock are also entitled to receive a dividend make-whole

as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the

Series F Preferred Stock are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to

which each holder of Series F Preferred Stock is entitled to be calculated assuming a conversion price of $ 60.21 per share, which was

the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery

of the Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series F Certificate of Designation.

The Series F Certificate of Designation further provides that the holders of record of the Series F Preferred Stock, exclusively and

as a separate class, shall be entitled to elect one director of the Company one time on or before June 30, 2024.

To the extent that under

the DGCL the vote of the holders of shares of Series F Preferred Stock, voting separately as a class or series, as applicable, is required

to authorize a given action of the Company, the affirmative vote or consent of a majority of the outstanding shares of Series F Preferred

Stock, voting together in the aggregate and not in separate series unless required under the DGCL, represented at a duly held meeting

at which a quorum is presented or by written consent of such majority (except as otherwise may be required under the DGCL) shall constitute

the approval of such action by both the class or the series, as applicable.

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of shares of the Series F Preferred

Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series F Preferred

4 unchanged sentences

as to payments upon the liquidation.

Series F Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”).

The initial conversion

price, subject to adjustment as set forth in the Series F Certificate of Designation, was $ 2.255

(pre-split) (the “Conversion Price”).

Conversion Price can be adjusted as set forth in the Series F Certificate of Designation for stock dividends and stock splits or the

occurrence of a fundamental transaction (generally including any reorganization, recapitalization or reclassification of the Common

Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger

with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the

beneficial owner of 50% of the voting power represented by the outstanding Common Stock).

The Conversion Price is also subject to

“full ratchet” price-based adjustment in the event of any issuances of Common Stock, or securities convertible,

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

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

terms of the Certificate of Designations.

If any shares of Series F Preferred Stock are converted or reacquired by us, such shares

shall resume the status of authorized but unissued shares of Series F Preferred Stock of the Company and shall no longer be

designated as Series F Preferred Stock.

Company is required to redeem the shares of Series F Preferred Stock in 12 equal monthly installments, commencing on July 1, 2023.

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

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

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

date the amortization payment is due or (B) a “Floor Price” of $6.60 (subject to adjustment for stock splits, stock dividends,

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

the Nasdaq Stock Market;

provided that if the Floor Price is the lowest effective price, the Company will be required to make the amortization

payment in cash.

Company was initially restricted from issuing shares of Common Stock upon conversion of the Series F Preferred Stock or exercise of the

associated warrants in excess of 19.99 % of the shares of Common Stock outstanding as of the date immediately prior to the issuance of

the shares of Series F Preferred Stock and the associated warrants (the “Issuable Maximum”) until the Company obtained stockholder

approval for the issuance of shares of Common Stock in excess of the Issuable Maximum (“Stockholder Approval”).

received the Stockholder Approval on July 31, 2023.

Series F Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date.

Holders shall effect conversions by providing us with the form of conversion notice (the “Series F Notice of Conversion”)

specifying the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent

to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable

holder delivers by email such Series F Notice of Conversion to us.

on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $6.765 (as

adjusted for the Reverse Stock Split) (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations

or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000

per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied

(the “Mandatory Conversion Date”), the Company shall deliver written notice of the Mandatory Conversion (as defined below)

to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, the Company shall convert all of each holder’s

shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”).

If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including

the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio.

Ownership Limitation

Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99%

or 9.99% at the election of the holder of the outstanding Common Stock.

However, any holder may increase or decrease such percentage

to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective

until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

F-1 Preferred Stock

following are the principal terms of the Series F-1 Preferred Stock:

holders of the Series F-1 Preferred Stock are entitled to dividends of 10 % per annum, compounded monthly, which are payable in arrears

monthly in cash or shares of Common Stock at our option, in accordance with the terms of the Series F-1 Certificate of Designations.

Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series F-1 Certificate of Designations), the

Series F-1 Preferred Stock will accrue dividends at the rate of 15 % per annum.

Upon conversion or redemption, the holders of the Series

F-1 Preferred Stock are also entitled to receive a dividend make-whole payment.

as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the

Series F-1 Preferred Stock are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to

which each holder of Series F-1 Preferred Stock is entitled to be calculated assuming a conversion price of $ 2.253 per share, which was

the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery

of the Series F-1 Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series F-1 Certificate

of Designations.

To the extent that under the DGCL the vote of the holders of shares of Series F-1 Preferred Stock, voting separately

as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of a majority

of the outstanding shares of Series F-1 Preferred Stock, voting together in the aggregate and not in separate series unless required

under the DGCL, represented at a duly held meeting at which a quorum is presented or by written consent of such majority (except as otherwise

may be required under the DGCL) shall constitute the approval of such action by both the class or the series, as applicable.

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of shares of the Series F-1

Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series

F-1 Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series F-1 Preferred Stock (plus any applicable

make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder

would receive if such holder converted such share of Series F-1 Preferred Stock into Common Stock immediately prior to the date of such

All shares of capital stock of the Company shall be junior in rank to all shares of Series F-1 Preferred Stock with respect

to the preferences as to payments upon the liquidation.

Company was initially restricted from issuing shares of Common Stock upon conversion of the Series F-1 Preferred Stock and Series G Preferred

Stock or exercise of the associated warrants in excess of 19.99 % of the shares of Common Stock outstanding as of the date immediately

prior to the issuance of the shares of Series F-1 Preferred Stock and Series G Preferred Stock and the associated warrants (the “Issuable

Maximum”) until the Company obtained stockholder approval for the issuance of shares of Common Stock in excess of the Issuable

The Company received the Stockholder Approval on July 24, 2024.

Series F-1 Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance

Holders shall effect conversions by providing us with the form of conversion notice (the “Notice of Conversion”) specifying

the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent to

the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable

the number of shares of Series F-1 Preferred Stock to be converted, the number of shares of Series F-1 Preferred Stock owned subsequent

to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable

holder delivers by email such Notice of Conversion to us.

on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $202.95 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar

events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day

during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory

Conversion Date”), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory

Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder’s shares of Series F Preferred Stock

into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”).

on any day after the issuance of the shares of Series F-1 Preferred Stock the closing price of the Common Stock has exceeded $5.448 per

share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20

consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same

period and certain equity conditions described in the Series F-1 Certificate of Designation are satisfied (the “Mandatory Conversion

Date”), the Company shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory

Conversion Date and, on such Mandatory Conversion Date, the Company shall convert all of each holder’s shares of Series F-1 Preferred

Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”).

If any of the Equity Conditions

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until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

holders of common shares are entitled to one vote per share at meetings of the Company.

April 27, 2023, 4,505 prefunded warrants were exercised in exchange for 4,505 shares of common stock.

of December 31, 2023, the Company had 2,018,857 shares of Common Stock issued and outstanding.

During the year ended December 31, 2023

the Company issued 539,534 shares of common stock as installment conversions and 85,323 shares of common stock for make-whole adjustments

for the Series F Convertible Preferred.

February 16, 2022, 12,838 prefunded warrants were exercised in exchange for 12,838 shares of Common Stock.

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

the Company issued and sold in a registered direct offering (the “August Offering”) an aggregate of 47,059 shares of its

Common Stock at an offering price of $ 127.50 per share and 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.

G Preferred Stock

following are the principal terms of the Series G Preferred Stock:

as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the

Series G Preferred Stock are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to

which each holder of Series G Preferred Stock is entitled to be calculated assuming a conversion price of $ 2.253 per share, which was

the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery

of the Series G Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series G Certificate of Designations.

To the extent that under the DGCL the vote of the holders of shares of Series G Preferred Stock, voting separately as a class or series,

as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of a majority of the outstanding

shares of Series G Preferred Stock, voting together in the aggregate and not in separate series unless required under the DGCL, represented

at a duly held meeting at which a quorum is presented or by written consent of such majority (except as otherwise may be required under

the DGCL) shall constitute the approval of such action by both the class or the series, as applicable.

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of shares of the Series G Preferred

Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series G Preferred

Stock equal to the greater of (A) 125% of the stated value of such share of Series G Preferred Stock (plus any applicable make-whole

amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive

if such holder converted such share of Series G Preferred Stock into Common Stock immediately prior to the date of such payment.

shares of capital stock of the Company shall be junior in rank to all shares of Series G Preferred Stock with respect to the preferences

as to payments upon the liquidation.

Company was initially restricted from issuing shares of Common Stock upon conversion of the Series F-1 Preferred Stock and Series G Preferred

Stock or exercise of the associated warrants in excess of 19.99 % of the shares of Common Stock outstanding as of the date immediately

prior to the issuance of the shares of Series F-1 Preferred Stock and Series G Preferred Stock and the associated warrants until the

Company obtained stockholder approval for the issuance of shares of Common Stock in excess of the Issuable Maximum.

The Company received

the Stockholder Approval on July 24, 2024.

Series G Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date.

Holders shall effect conversions by providing us with the form of conversion notice (the “Notice of Conversion”) specifying

the number of shares of Series G Preferred Stock to be converted, the number of shares of Series G Preferred Stock owned subsequent to

the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable

holder delivers by email such Notice of Conversion to us.

Ownership Limitation

Series G Preferred Stock cannot be converted to Common Stock if the holder, other than PharmaCyte Biotech, Inc., and its affiliates would

beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock.

However, any holder may increase

or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation

will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder

providing such notice.

holders of Common Stock are entitled to one vote per share at meetings of the Company.

the year ended December 31, 2023, the Company issued 7,861 shares of Common Stock for previously vested restricted stock units.

the year ended December 31, 2023, 4,505 prefunded warrants were exercised in exchange for 4,505 shares of Common Stock.

the year ended December 31, 2023 the Company issued 539,534

shares of Common Stock as installment conversions and 85,323

shares of Common Stock for make-whole adjustments for the Series F Preferred Stock.

the year ended December 31, 2024, the Company issued 908 shares of Common Stock for previously vested restricted stock units.

the year ended December 31, 2024, the Company issued 283,019

shares of Common Stock in exchange for services with a fair market value of $ 600,000 .

the year ended December 31, 2024 the Company issued 747,283

shares of Common Stock as installment conversions and 0

shares of Common Stock for make-whole adjustments for the Series F Preferred Stock.

the year ended December 31, 2024 the Company issued 262,768

shares of Common Stock as installment conversions and 0

shares of Common Stock for make-whole adjustments for the Series F-1 Preferred Stock.

the year ended December 31, 2024 the Company issued 50,768

shares of Common Stock for the exercise of the Series G Preferred Stock.

Stock Warrants

2 unchanged sentences

Balance at December 31, 2023

Series F Modification

Warrants issued February 23, 2023

( 4,716,904 )

Warrant modification November 6, 2024

Canceled/Expired

2 unchanged sentences

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

of $ 7.77 for the Company’s common shares on December 31, 2023 and the closing stock price of $ 34.50 for the Company’s common

shares on December 31, 2022.

of $ 1.15 for the Company’s Common Stock on December 31, 2024 and the closing stock price of $ 7.77 for the Company’s Common

Stock on December 31, 2023.

All warrants were vested on date of grant.

July 7, 2022, the Company issued warrants to purchase up to 1,276 shares of its Common Stock at an exercise price of $ 164.40 to a vendor

for services.

These warrants had a grant date fair value of $ 66.37 per warrant or a cumulative fair market value of $ 84,851 as calculated

using Black-Scholes (exercise price $ 179.40 per share, stock price $ 82.20 per share, volatility of 131.06 %, discount rate of 3.07 % and

a five - year term).

The warrants will be exercisable at any time and from time to time, in whole or in part, following the date of issuance

and for a term of five years from the effective date.

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

During the year ended December 31, 2022, the Company recognized $ 84,851 in expense which is included in Stock-Based Compensation

on the Consolidated Statement of Comprehensive Loss.

August 17, 2022, in connection with the August Offering, the Company issued unregistered investor warrants to purchase up to 47,063 shares

of its Common Stock at an exercise price of $ 157.50 (the “August Investor Warrants”) in a private placement.

The August Investor

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

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

to the February 2023 Offering, the Company issued to investors Warrants to purchase 4,716,904

shares of Common Stock (as adjusted, and subject to further adjustment), with an exercise price of $ 3.18

per share (as adjusted, and subject to further adjustment), for a period of five

years from the date of issuance.

The Exercise Price and the number of shares issuable upon exercise of the Warrants are

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

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

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

Upon any such price-based adjustment to the Exercise Price, the number of shares issuable upon exercise of the Warrants will be

increased proportionately.

Common Stock Warrants

table below summarizes the pre-funded warrant activity for the year ended December 31, 2023:

of Warrant Activity

Balance at December 31, 2022

Canceled/Expired

Balance at December 31, 2023

Exercisable as of December 31, 2023

pre-funded warrants were vested on date of grant and are exercisable at any time.

The aggregate intrinsic value is calculated as the

difference between the exercise price of the underlying award and the closing stock price of $ 34.50 for the Company’s common shares

on December 31, 2022

C Convertible Preferred Stock Warrants

table below summarizes the warrant activity for the year ended December 31, 2023:

of Warrant Activity

Balance at December 31, 2022

Canceled/Expired

Balance at December 31, 2023

Exercisable as of December 31, 2023

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

of $ 7.77 for the Company’s common shares on December 31, 2023 and the closing stock price of $ 34.50 for the Company’s common

shares on December 31, 2022.

All Series C Convertible Preferred Stock Warrants were vested on date of grant.

7 – Income Taxes

Company’s income tax (benefit)/provision is as follows for the years ended December 31, 2023 and 2022:

of Income Tax (Benefit)/Provision

( 5,914,000 )

Change in Valuation Allowance

( 4,129,000 )

Income Tax Benefit

reconciliation of income taxes using the statutory U.S.

income tax rate and the benefit from income taxes for the years ended December

31, 2023 and 2022 are as follows:

of Reconciliation of Income Tax Rate and Benefit from Income Taxes

Statutory U.S.

Federal Income Tax Rate

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

Federal tax effect

Adjustment to deferred tax assets

Change in Valuation Allowance

of December 31, 2023, and 2022, the Company had U.S.

federal net operating loss carry forwards of approximately $ 113.1 million

and $ 107.1 million, respectively.

Approximately $ 51.5 million of the U.S.

federal net operating loss generated in tax

years beginning before January 1, 2018 expire beginning with the year ending December 31, 2024 through 2037 .

The remaining U.S.

federal net operating loss of approximately $ 61.6 million does not expire, however it is limited to 80 % of each

subsequent year’s net income.

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

state net operating loss carry forwards

of approximately $ 45.2 million and $ 41.0 million, respectively, some of which expire beginning with the year

ending December 31, 2024 through 2043 .

federal net operating losses of approximately $ 2.3 million expired during

The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions

of the Internal Revenue Code regarding changes in ownership of corporations.

Such limitation may have an impact on the ultimate

realization of its carryforwards and future tax deductions.

Section 382 of the Code, use of the Company’s net operating loss carryforwards is limited if the Company experiences a cumulative

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

The Company experienced an ownership change as a result

of the Merger and therefore the Company’s ability to utilize its net operating loss and certain credit carryforwards are limited.

The limitation is determined by the fair market value of the Company’s common stock outstanding immediately prior to the ownership

change, multiplied by the applicable federal rate.

It is expected that the Merger caused the Company’s net operating loss carryforwards

to be limited.

However, the limitation had no impact on the Company’s financial statements since the Company recorded a full valuation

allowance for the deferred tax assets as of December 31, 2023 and 2022.

principal components of the deferred tax assets and liabilities, and related valuation allowances as of December 31, 2023 and 2022 are

of Deferred Tax Assets and Related Valuation Allowances

Reserves and other

Net operating loss carry-forwards

Capitalized research and development

Research and development tax credit

Share-based compensation

Warrant liability

( 2,860,000 )

Derivative liability

Valuation Allowance

( 30,122,000 )

( 34,250,000 )

Net deferred tax asset

valuation allowance for deferred tax assets (decreased) by approximately $ ( 4.1 ) million during the year ended December 31, 2023,

due mainly to write-offs of the gross deferred tax asset related to share-based compensation, net of increases in the Company’s

deferred tax assets related to its net operating loss carryforward and capitalized research expenses.

The valuation allowance for deferred

tax assets increased by approximately $ 5.9 million during the year ended December 31, 2022, due mainly to increases in the Company’s

deferred tax asset related to its net operating loss carryforward.

In assessing the realization of deferred tax assets, management considers

whether it is more likely than not that some portion or all of the deferred tax assets may be realized.

The ultimate realization of deferred

tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary

differences become deductible.

Management considers projected future taxable income and tax planning strategies in making this assessment.

Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general

and administrative expense.

There were no amounts accrued for penalties and interest for the years ended December 31, 2023 and 2022.

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

Management is currently unaware of any

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

Company files U.S.

federal income tax returns and state income tax returns.

Since the Company had losses in the past, all prior years

that generated net operating loss carryforwards are open and subject to audit examination in relation to the net operating loss generated

from those years.

8 – Commitments and Contingencies

Advisory Board

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

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

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

and technology issues and trends.

During the years ended December 31, 2023 and 2022, the Company incurred costs of $ 0 and $ 148,000 , respectively.

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

The Scientific

Advisory Board was disbanded effective September 30, 2022.

Capital Market Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

October 11, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”)

indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between August

29, 2023, to October 10, 2023, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The

Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).

The letter also indicated that the Company will be provided with a

compliance period of 180 calendar days, or until April 8, 2024 (the “Compliance Period”), in which to regain compliance pursuant

to Nasdaq Listing Rule 5810(c)(3)(A).

Effective as of 4:05 p.m.

Eastern Standard Time on February 14, 2024, we

effected the Reverse Stock Split of our common stock at a ratio of one-for-thirty .

Simultaneously with the Reverse Stock Split, number

of shares of our common stock authorized for issuance was reduced from 500,000,000 shares to 16,666,666 shares, and our authorized capital

stock was reduced from 550,000,000 shares to 66,666,666 shares.

Our common stock continued to be traded on the Nasdaq Capital Market under

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

On March 4, 2024, we were notified by

Nasdaq that we had regained compliance with all Nasdaq listing requirements and the matter was closed.

and Settlements

Akers Actions

April 14, 2021, Raymond F.

Akers, Jr., Ph.D.

filed a lawsuit against MyMD Pharmaceuticals, Inc.

(p/k/a Akers Biosciences, Inc.) in the

Superior Court of New Jersey, Law Division, Gloucester County (the “First Raymond Akers Action”).

Akers asserts one common

law whistleblower retaliation claim against the Company.

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

Amended Complaint and dismissed Plaintiff’s Amended Complaint.

The Court indicated that Mr.

Akers is “free to file another

complaint, however, tort-based ‘Pierce’ allegations, and/or CEPA claims are barred by the statute of limitations.”

March 1, 2022, Mr.

Akers filed a second action against MyMD in the Superior Court of New Jersey, Law Division, Gloucester County (the

“Second Raymond Akers Action”) again asserting one common law whistleblower retaliation claim against the Company.

believes that the Second Raymond Akers Action is without merit and, moreover, was filed against the Court’s specific admonition

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

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

The Court reaffirmed

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

However, the Court denied the Motion

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

On July 29, 2022,

MyMD filed its Answer, which included affirmative defenses.

As of December 31, 2023, the Second Raymond Akers Action is in the discovery

legal fees incurred were expensed as and when incurred.

9 – Related Parties

Patent Holdings and SRQ Patent Holdings II

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

Patent Holdings and SRQ Patent Holdings II, under which MyMD (or its successor) will be obligated to pay to SRQ Patent Holdings or SRQ

Patent Holdings II (or its designees) certain royalties on product sales or other revenue received on products that incorporate or are

covered by the intellectual property that was assigned to MyMD.

The royalty is equal to 8% of the net sales price on product sales and,

without duplication, 8% of milestone revenue or sublicense compensation.

SRQ Patent Holdings and SRQ Patent Holdings II are affiliates

Jonnie Williams, Sr.

No revenue has been received subject to these agreements as of December 31, 2023 and 2022.

Pharmaceuticals Limited License Agreement

is a party to an Amended and Restated Limited License Agreement, dated June 27, 2022 and amended on April 20, 2023, with MIRA Pharmaceuticals,

MIRA), under which the parties agreed to share technical information and know-how pertaining to the synthetic manufacture

and formulation of the parties’ respective Supera-CBD™ and MIRA1a™ product candidates.

MyMD, which holds patent rights

to MIRA1a™ in 22 foreign countries, was granted a perpetual, non-exclusive, royalty-free license to use improvements to MIRA1a™

made under the agreement, and MIRA was granted a limited, perpetual, worldwide, non-exclusive, royalty-free license to use Supera-CBD™

as a synthetic intermediate in the manufacture of MIRA1a™.

MyMD’s President and Chief Medical Officer, Chris Chapman, M.D.,

is Executive Chairman of MIRA

10 – Employee Benefit Plan

Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified

employees of the Company (the “401(k) Plan”).

Under the 401(k) Plan, the Company matches 100 % up to a 3 % contribution, and

50 % over a 3 % contribution, up to a maximum of 5 %.

Company made matching contributions to the 401(k) Plan during the years ended December 31, 2023 and 2022 of $ 44,942 and $ 41,443 , respectively.

11— Patent Assignment and Royalty Agreement

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

current product candidate.

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

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

The agreement is effective

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

or licensing agreement including the assigned patents.

No revenue has been received subject to these agreements as of December 31, 2023

12 – Subsequent Events

March 4, 2024 (the “Effective Date”), MyMD Pharmaceuticals, Inc., a New Jersey corporation (“MyMD New Jersey”

or, prior to the Reincorporation (as defined below), the “Company”) merged with and into its wholly-owned subsidiary, MyMD

Pharmaceuticals, Inc., a Delaware corporation (“MyMD Delaware” or, following the Reincorporation, the “Company”),

with MyMD Delaware being the surviving corporation, pursuant to that certain Agreement and Plan of Merger, dated as of March 4, 2024,

by and between MyMD New Jersey and MyMD Delaware (the “Plan of Merger”), for the purpose of changing the Company’s

state of incorporation from New Jersey to Delaware (the “Reincorporation”).

The Plan of Merger and the Reincorporation were

approved by the Company’s stockholders at the 2023 annual meeting of stockholders, held on July 31, 2023 (the “2023 Annual

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

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

the principal executive offices, assets or liabilities.

In addition, the Company’s common stock will retain the same CUSIP number

and continue to trade on the Nasdaq Capital Market under the symbol “MYMD.” Holders of shares of the Company’s common

stock will not have to exchange their existing Company stock certificates for MyMD Delaware stock certificates.

of the Effective Date of the Reincorporation, the rights of the Company’s stockholders are governed by the Delaware General Corporation

Law, the MyMD Delaware Certificate of Incorporation and the Bylaws of MyMD Delaware.

to the February 2023 Offering, the Company issued Warrants to investors to purchase 4,716,904 shares of Common Stock (as adjusted, and

subject to further adjustment), with an exercise price of $ 3.18 per share (as adjusted, and subject to further adjustment), for a period

of five years from the date of issuance.

The Exercise Price and the number of shares issuable upon exercise of the Warrants are subject

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

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

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

Upon any such price-based adjustment

to the Exercise Price, the number of shares issuable upon exercise of the Warrants will be increased proportionally.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures