Amended Current Report Filing (8-k/a)
July 02 2021 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 16, 2021
MyMD
Pharmaceuticals, Inc.
(Exact
name of Registrant as specified in its charter)
New
Jersey
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001-36268
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22-2983783
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
Registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, no par value per share
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MYMD
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The
NASDAQ Capital Market
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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. [ ]
Explanatory
Note
MyMD
Pharmaceuticals, Inc., previously known as Akers Biosciences, Inc. (the “Company”), is filing this Amendment No. 1 to the
Company’s Current Report on Form 8-K, dated April 16, 2021, and filed with the Securities and Exchange Commission on April 22,
2021, solely for the purpose of providing the financial statements and information required by Item 9.01(a) and the pro forma financial
information required by Item 9.01(b) in connection with the previously reported merger (the “Merger”), by and between XYZ
Merger Sub Inc., a Florida corporation and wholly owned subsidiary of the Company, and MyMD Pharmaceuticals (Florida), Inc., a Florida
corporation formerly known as MyMD Pharmaceuticals, Inc. (“MyMD Florida”). The unaudited pro forma condensed combined financial
statements also give effect to the purchase of substantially all of the assets and certain liabilities of Supera Pharmaceuticals, Inc.,
a Florida corporation (“Supera”), pursuant to an Asset Purchase Agreement, dated November 11, 2020, by and between pre-Merger
MyMD Florida and Supera (the “Supera Purchase”), and the contribution of substantially all of the assets of Cystron Biotech,
LLC, a wholly owned subsidiary of the Company (“Cystron”), pursuant to that certain Contribution and Assignment Agreement
(the “Contribution Agreement”) by and among the Company, Cystron, Oravax Medical, Inc., a newly formed, partially owned subsidiary
of the Company, and Premas Biotech PVT Ltd. (such transaction the “Contribution Transaction”).
As
a result of the Merger, the historical financial statements of pre-Merger MyMD Florida will be treated as the historical financial statements
of the Company and will be reflected in the Company’s quarterly and annual reports for periods ending after the effective time
of the Merger. Accordingly, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2021, the
Company will report results of MyMD Florida and the Company on a consolidated basis.
Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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The
audited financial statements of MyMD Florida as of and for the years ended December 31, 2020 and 2019, together with the reports of Cherry
Bekaert LLP with respect thereto, are included as Exhibit 99.1 and are incorporated by reference herein. The audited financial statements
of Supera as of and for the years ended December 31, 2020 and 2019, together with the reports of Cherry Bekaert LLP with respect thereto,
are included as Exhibit 99.2 and are incorporated by reference herein.
The
unaudited financial statements of MyMD Florida as of and for the three months ended March 31, 2021 and the notes relating thereto are
included as Exhibit 99.3 hereto and are incorporated by reference herein. The unaudited financial statements of Supera as of and for
the three months ended March 31, 2021 and the notes relating thereto are included as Exhibit 99.4 and are incorporated by reference herein.
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(b)
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Pro
Forma Financial Information.
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The unaudited pro forma condensed
combined statement of comprehensive loss of the Company for the year ended December 31, 2020 and balance sheets and statement
of comprehensive loss as of and for the three months ended March 31, 2021 are included as Exhibit 99.5 hereto and are incorporated
by reference herein.
Exhibit
No.
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Description
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23.1
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Consent of Cherry Bekaert LLP
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23.2
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Consent of Cherry Bekaert LLP
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99.1
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Audited financial statements of MyMD Pharmaceuticals (Florida), Inc. as of and for the years ended December 31, 2020 and 2019.
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99.2
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Audited financial statements of Supera Pharmaceuticals, Inc. as of and for the years ended December 31, 2020 and 2019.
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99.3
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Unaudited financial statements of MyMD Pharmaceuticals (Florida), Inc. as of and for the three months ended March 31, 2021 and the notes relating thereto.
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99.4
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Unaudited financial statements of Supera Pharmaceuticals, Inc. as of and for the three months ended March 31, 2021 and the notes relating thereto.
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99.5
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Unaudited pro forma condensed combined statement of comprehensive loss of the Company for the year ended December 31, 2020 and balance sheets and statement of comprehensive loss as of and for the three months ended March 31, 2021.
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*
* *
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.
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MyMD
PHARMACEUTICALS, INC.
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Date:
July 2, 2021
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By:
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/s/
Chris Chapman
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Chris
Chapman, M.D.
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President,
Chief Medical Officer, and Director
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