UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 001-36268

MyMD Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

New Jersey

22-2983783

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

855 N. Wolfe Street, Suite 601

Baltimore, MD

21205

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (856) 848-8698

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
Shares of Common Stock, no par value		MYMD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 12, 2023, the registrant had 39,605,144 shares of its Common Stock, no par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	40

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3.	Defaults Upon Senior Securities	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	42

Item 6.	Exhibits	42

Signatures		44

PART I - Financial Information

Item 1. Financial Statements.

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

March 31, 2023 and December 31, 2022

(unaudited)

	2023			2022
	As of
	March 31,			December 31,
	2023			2022
ASSETS
Current Assets
Cash and Cash Equivalents	$	188,548		$	749,090
Marketable Securities		15,359,954			4,086,902
Prepaid Expenses		738,138			565,787

Total Current Assets		16,286,640			5,401,779

Non-Current Assets
Operating Lease Right-of-Use Assets		123,815			139,662
Goodwill		10,498,539			10,498,539
Investment in Oravax, Inc.		1,500,000			1,500,000

Total Non-Current Assets		12,122,354			12,138,201

Total Assets	$	28,408,994		$	17,539,980

LIABILITIES
Current Liabilities
Trade and Other Payables	$	1,369,200		$	2,673,221
Due to MyMD Florida Shareholders		29,982			29,982
Operating Lease Liability		68,004			65,780
Dividends Payable		158,333			-

Total Current Liabilities		1,625,519			2,768,983

Non-Current Liabilities
Operating Lease Liability, net of current portion		58,027			75,941
Derivative Liabilities		3,270,500			-
Warrant Liabilities		9,448,000			-

Total Non-Current Liabilities		12,776,527			75,941

Total Liabilities	$	14,402,046		$	2,844,924

Commitments and Contingencies		-			-
Series F Convertible Preferred Stock, 15,000 shares designated, no par value and a stated value of $1,000 per share, 15,000 and 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022. Liquidation preference of $15,000,000 plus dividends at 10% per annum of $158,333 as of March 31, 2023.		912,889			-

STOCKHOLDERS’ EQUITY
Preferred Stock, no par value, 50,000,000 total preferred shares authorized
Series D Convertible Preferred Stock, 211,353 shares designated, no par value and a stated value of $0.01 per share, 72,992 shares issued and outstanding as of March 31, 2023 and December 31, 2022		144,524			144,524
Preferred stock value
Common stock, no par value, 500,000,000 shares authorized 39,470,009 issued and outstanding as of March 31, 2023 and December 31, 2022		108,378,504			108,309,436
Accumulated Deficit		(95,428,969	)		(93,758,904	)

Total Stockholders’ Equity		13,094,059			14,695,056

Total Liabilities and Stockholders’ Equity	$	28,408,994		$	17,539,980

See accompanying notes to these condensed consolidated financial statements.

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

	2023			2022
	For the Three Months Ended March 31,
	2023			2022
Product Revenue	$	-		$	-
Product Cost of Sales		-			-
Gross Income		-			-

Administrative Expenses		987,987			1,395,112
Research and Development Expenses		770,430			2,629,741
Stock Based Compensation		69,068			97,000
Warrant Issuance Expenses		762,834			-

Loss from Operations		(2,590,319	)		(4,121,853	)

Other (Income) Expenses
Interest and Dividend Income		(25,824	)		(120	)
(Gain)/Loss on Sales of Marketable Securities		(175	)		1,650
Change in Fair Value of Marketable Securities		1,712			3,092
Uninsured Casualty Losses		-			(4,442	)
Change in Fair Value of Warrant Liabilities		(1,175,000	)		-
Change in Fair Value of Derivative Liabilities		120,700			-

Total Other (Income) Expenses		(1,078,587	)		180

Loss Before Income Tax		(1,511,732	)		(4,122,033	)

Income Tax Benefit		-			-

Net Loss		(1,511,732	)		(4,122,033	)

Preferred Stock Dividends		158,333			-

Net Loss Attributable to Common Stockholders	$	(1,670,065	)	$	(4,122,033	)

Basic and Dilutive net loss per common share	$	(0.04	)	$	(0.11	)

Weighted average basic and diluted common shares outstanding		39,787,242			38,122,928

See accompanying notes to these condensed consolidated financial statements.

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders’ Equity

For the Three Months Ended March 31, 2023 and 2022

(unaudited)


	Series F Convertible				Series D Convertible
	Preferred Stock				Preferred Stock				Common Stock
	Shares		Series F		Shares		Series D		Shares		Common Stock		Accumulated Deficit			Total Equity
Balance at December 31, 2022		-	$	-		72,992	$	144,524		39,470,009	$	108,309,436	$	(93,758,904	)	$	14,695,056
Net loss		-		-		-		-		-		-		(1,511,732	)		(1,511,732	)
Issuance of 15,000 shares of Series F Convertible Preferred Stock, net of discount and offering costs of $14,087,111		15,000		912,889		-		-		-		-		-			-
Series F Convertible Preferred Stock Dividend		-		-		-		-		-		-		(158,333	)		(158,333	)
Stock-based compensation – stock options		-		-		-		-		-		69,068		-			69,068

Balance at March 31, 2023		15,000	$	912,889		72,992	$	144,524		39,470,009	$	108,378,504	$	(95,428,969	)	$	13,094,059

	Series F Convertible				Series D Convertible
	Preferred Stock				Preferred Stock				Common Stock
	Shares		Series F		Shares		Series D		Shares		Common Stock		Accumulated Deficit			Total Equity
Balance at December 31, 2021		-		-		72,992	$	144,524		37,673,110	$	102,064,218	$	(78,561,568	)	$	23,647,174
Net loss		-		-		-		-		-		-		(4,122,033	)		(4,122,033	)
Exercise of prepaid equity forward contracts for common stock		-		-		-		-		385,135		-		-			-
Stock-based compensation – stock options		-		-		-		-		-		81,002		-			81,002
Stock-based compensation – restricted stock units		-		-		-		-		-		15,998		-			15,998

Balance at March 31, 2022		-	$	-		72,992	$	144,524		38,058,245	$	102,161,218	$	(82,683,601	)	$	19,622,141

See accompanying notes to these condensed consolidated financial statements

MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

	2023			2022
	For the Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net loss from ongoing operations	$	(1,511,732	)	$	(4,122,033	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		(1,175,000	)		-
Change in fair value of derivative liabilities		120,700			-
(Gain)/loss on sale of marketable securities		(175	)		1,650
Change if fair value of marketable securities		1,712			3,092
Stock based compensation:
Options issued to key employees		19,908			81,002
Options issued to non-employees		49,160			15,998
Change in assets and liabilities
Prepaid expenses		(172,351	)		222,226
Trade and other payables		(1,304,021	)		1,431,487
Operating leases		157			396
Net cash used in operating activities		(3,971,642	)		(2,366,182	)

Cash flows from investing activities:
Purchases of marketable securities		(13,024,559	)		(562	)
Proceeds from sale of marketable securities		1,749,970			3,000,000
Net cash provided by/(used in) investing activities		(11,274,589	)		2,999,438

Cash flows from financing activities
Net proceeds from the issuance of Series F Convertible Preferred Stock, net of offering costs		14,685,689			-
Net cash provided by financing activities		14,685,689			-

Net increase/(decrease) in cash and cash equivalents		(560,542	)		633,256
Cash and cash equivalents at beginning of period		749,090			555,967
Cash and cash equivalents at end of period	$	188,548		$	1,189,223

Supplemental cash flow information
Cash paid for:					<

SEC Form 10-Q filed by MyMD Pharmaceuticals Inc.