Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2023

MyMD Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)

New Jersey

001-36268

22-2983783

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

MyMD Pharmaceuticals, Inc.

855 N. Wolfe Street, Suite 623

Baltimore, MD 21205

(Address of principal executive offices and zip code)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value per share		MYMD		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 31, 2023, MyMD Pharmaceuticals, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Company’s Annual Meeting, holders of the Company’s voting securities with a total aggregate voting power of 40,792,746 votes were present in person or represented by proxy, provided, however, that shares of Common Stock issued in respect of shares of Series F Convertible Preferred Stock were not entitled to vote on the Issuance Proposal (as defined below). The matters submitted for a vote and the related results are set forth below.

(1)	Election of six (6) directors to hold office for a one year term and until their successors are elected and qualified or until their earlier incapacity, removal or resignation:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Chris Chapman	16,342,788	439,439	12,219,051
Craig Eagle	14,772,763	2,009,464	12,219,051
Christopher C. Schreiber	16,350,050	432,177	12,219,051
Joshua Silverman	15,566,045	1,216,182	12,219,051
Jude Uzonwanne	14,413,848	2,368,379	12,219,051
Bill J. White	16,490,668	291,559	12,219,051

The terms of the Company’s directors were scheduled to expire at the Annual Meeting, and the Board nominated all six directors for re-election at the Annual Meeting. At the Annual Meeting, Dr. Chris Chapman, Dr. Craig Eagle, Mr. Christopher C. Schreiber, Mr. Joshua Silverman, Mr. Jude Uzonwanne, and Mr. Bill J. White were elected as directors of the Board to serve for a term expiring at the Company’s 2024 annual meeting of stockholders.

(2)

Approval of the Agreement and Plan of Merger (the “Plan of Merger”) between the Company and its wholly-owned Delaware subsidiary, MyMD Pharmaceuticals, Inc. (“MyMD Delaware”), pursuant to which the Company will merge with and into MyMD Delaware for the sole purpose of changing the Company’s state of domicile, including the approval of the Certificate of Incorporation of MyMD Delaware (the “Reincorporation Proposal”):

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
15,699,321		1,026,077		56,829		12,219,051

(3)

Authorization, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock underlying shares of convertible preferred stock and warrants issued by the Company pursuant to the terms of that certain Securities Purchase Agreement, dated February 21, 2023, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the Company’s common stock outstanding immediately prior to the issuance of such convertible preferred stock and warrants (including upon the operation of anti-dilution provisions contained in such convertible preferred stock and warrants):

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
15,753,076		883,582		145,569		12,219,051

(4)	Ratification of the appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:

Votes For		Votes Against		Votes Abstaining
28,724,777		208,334		68,167

(5)	Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers:

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
16,015,758		640,968		125,501		12,219,051

For more information about the foregoing proposals, see the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on June 30, 2023, and the amendment thereto, the relevant portions of which are incorporated herein by reference.

The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MYMD PHARMACEUTICALS, INC.

Date: August 1, 2023	By:	/s/ Chris Chapman
		Chris Chapman, M.D.
		President

Cover	Jul. 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 31, 2023
Entity File Number	001-36268
Entity Registrant Name	MyMD Pharmaceuticals, Inc.
Entity Central Index Key	0001321834
Entity Tax Identification Number	22-2983783
Entity Incorporation, State or Country Code	NJ
Entity Address, Address Line One	MyMD Pharmaceuticals, Inc.
Entity Address, Address Line Two	855 N. Wolfe Street
Entity Address, Address Line Three	Suite 623
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21205
City Area Code	(856)
Local Phone Number	848-8698
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value per share
Trading Symbol	MYMD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false