Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | MyMD Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001321834 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,880,037 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and Cash Equivalents | $ 569,366 | $ 18,617,955 |
Marketable Securities | 30,480,537 | 16,718,452 |
Other Receivables | 3,026,137 | 1,200,009 |
Prepaid expenses | 214,111 | 294,343 |
Current assets of discontinued operations | 7,700 | 12,002 |
Total Current Assets | 34,297,851 | 36,842,761 |
Non-Current Assets | ||
Other Assets | 1,500,000 | |
Total Non-Current Assets | 1,500,000 | |
Total Assets | 35,797,851 | 36,842,761 |
Current Liabilities | ||
Trade and Other Payables | 2,335,751 | 2,203,902 |
Current liabilities of discontinued operations | 38,308 | 59,393 |
Total Current Liabilities | 2,374,059 | 2,263,295 |
Total Liabilities | 2,374,059 | 2,263,295 |
Commitments and Contingencies | ||
SHAREHOLDERS' EQUITY | ||
Common stock, no par value, 100,000,000 shares authorized 8,326,730 and 8,792,946 issued and outstanding as of March 31, 2021 and December 31, 2020 | 171,925,670 | 171,598,681 |
Accumulated Deficit | (138,646,402) | (137,163,739) |
Total Shareholders' Equity | 33,423,792 | 34,579,466 |
Total Liabilities and Shareholders Equity | 35,797,851 | 36,842,761 |
Series A Convertible Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | ||
Series C Convertible Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | ||
Series D Convertible Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value | 144,524 | 144,524 |
Series E Junior Participating Preferred Stock [Member] | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, no par value | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, no par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,326,730 | 8,792,946 |
Common stock, shares outstanding | 8,326,730 | 8,792,946 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 0.0725 | $ 0.0725 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,990,000 | 1,990,000 |
Preferred stock, par value per share | ||
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 211,353 | 211,353 |
Preferred stock, par value per share | ||
Preferred stock, stated value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 72,992 | 72,992 |
Preferred stock, shares outstanding | 72,992 | 72,992 |
Series E Junior Participating Preferred Stock [Member] | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, par value per share | ||
Preferred stock, stated value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Pro Forma Condensed Combined Ba
Pro Forma Condensed Combined Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and Cash Equivalents | $ 569,366 | $ 18,617,955 |
Marketable Securities | 30,480,537 | 16,718,452 |
Other Receivables | 3,026,137 | 1,200,009 |
Prepaid Expenses | 214,111 | 294,343 |
Total Current Assets | 34,297,851 | 36,842,761 |
Non-Current Assets | ||
Total Non-Current Assets | 1,500,000 | |
Total Assets | 35,797,851 | 36,842,761 |
Current Liabilities | ||
Trade and Other Payables | 2,335,751 | 2,203,902 |
Total Current Liabilities | 2,374,059 | 2,263,295 |
Total Liabilities | 2,374,059 | 2,263,295 |
Commitments and Contingencies | ||
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | 171,925,670 | 171,598,681 |
Accumulated Deficit | (138,646,402) | (137,163,739) |
Total Shareholders' Equity | 33,423,792 | 34,579,466 |
Total Liabilities and Shareholders Equity | 35,797,851 | 36,842,761 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | 144,524 | 144,524 |
Series E Junior Participating Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Pro Forma [Member] | ||
Current assets: | ||
Cash and Cash Equivalents | 1,006,544 | |
Marketable Securities | 25,600,923 | |
Other Receivables | ||
Prepaid Expenses | 223,029 | |
Total Current Assets | 26,830,496 | |
Non-Current Assets | ||
Investment in Oravax | 1,500,000 | |
Goodwill | 18,467,102 | |
Total Non-Current Assets | 19,967,102 | |
Total Assets | 46,797,598 | |
Current Liabilities | ||
Trade and Other Payables | 3,767,777 | |
Bridge Loan Payable - Related Party | ||
Accrued Interest | $ 123,613 | |
Due to Related Party Starwood Trust and Jonnie Williams, Sr and Supera | ||
Line of Credit, Related Party, net unamortized Debt Discount | ||
Payroll Protection Program Loan | 70,600 | |
Total Current Liabilities | 3,838,377 | |
Total Liabilities | 3,838,377 | |
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | ||
Additional Paid-in-Capital | ||
Accumulated Deficit | (88,670,222) | |
Total Shareholders' Equity | 42,959,221 | |
Total Liabilities and Shareholders Equity | 46,797,598 | |
Pro Forma [Member] | Series C Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Pro Forma [Member] | Series D Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | 144,524 | |
Pro Forma [Member] | Series E Junior Participating Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Pro Forma [Member] | Common Sock No Par Value [Member] | ||
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | 131,484,919 | |
Pro Forma [Member] | Legal Acquirer Company [Member] | ||
Current assets: | ||
Cash and Cash Equivalents | 569,366 | |
Marketable Securities | 30,480,537 | |
Other Receivables | 3,026,137 | |
Prepaid Expenses | 223,029 | |
Total Current Assets | 34,297,851 | |
Non-Current Assets | ||
Investment in Oravax | 1,500,000 | |
Goodwill | ||
Total Non-Current Assets | 1,500,000 | |
Total Assets | 35,797,851 | |
Current Liabilities | ||
Trade and Other Payables | 2,374,059 | |
Bridge Loan Payable - Related Party | ||
Accrued Interest | ||
Due to Related Party Starwood Trust and Jonnie Williams, Sr and Supera | ||
Line of Credit, Related Party, net unamortized Debt Discount | ||
Payroll Protection Program Loan | ||
Total Current Liabilities | 2,374,059 | |
Total Liabilities | 2,374,059 | |
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | ||
Additional Paid-in-Capital | ||
Accumulated Deficit | (138,646,402) | |
Total Shareholders' Equity | 33,423,792 | |
Total Liabilities and Shareholders Equity | 35,797,851 | |
Pro Forma [Member] | Legal Acquirer Company [Member] | Series C Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Pro Forma [Member] | Legal Acquirer Company [Member] | Series D Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | 144,524 | |
Pro Forma [Member] | Legal Acquirer Company [Member] | Series E Junior Participating Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Pro Forma [Member] | Legal Acquirer Company [Member] | Common Sock No Par Value [Member] | ||
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | 171,925,670 | |
Pro Forma [Member] | Accounting Acquirer Pre-Merger MYMD Florida [Member] | ||
Current assets: | ||
Cash and Cash Equivalents | 437,178 | |
Marketable Securities | ||
Other Receivables | ||
Prepaid Expenses | 1,218 | |
Total Current Assets | 438,396 | |
Non-Current Assets | ||
Investment in Oravax | ||
Goodwill | ||
Total Non-Current Assets | ||
Total Assets | 438,396 | |
Current Liabilities | ||
Trade and Other Payables | 2,204,805 | |
Bridge Loan Payable - Related Party | 3,000,000 | |
Accrued Interest | 257,411 | |
Due to Related Party Starwood Trust and Jonnie Williams, Sr and Supera | 185,577 | |
Line of Credit, Related Party, net unamortized Debt Discount | 2,936,626 | |
Payroll Protection Program Loan | 70,600 | |
Total Current Liabilities | 8,655,019 | |
Total Liabilities | 8,655,019 | |
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | 4,004 | |
Additional Paid-in-Capital | 43,411,488 | |
Accumulated Deficit | (51,632,115) | |
Total Shareholders' Equity | (8,216,623) | |
Total Liabilities and Shareholders Equity | 438,396 | |
Pro Forma [Member] | Accounting Acquirer Pre-Merger MYMD Florida [Member] | Series C Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Pro Forma [Member] | Accounting Acquirer Pre-Merger MYMD Florida [Member] | Series D Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Pro Forma [Member] | Accounting Acquirer Pre-Merger MYMD Florida [Member] | Series E Junior Participating Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Pro Forma [Member] | Accounting Acquirer Pre-Merger MYMD Florida [Member] | Common Sock No Par Value [Member] | ||
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | ||
Cystron Biotech Spin-Off Adjustments [Member] | ||
Current assets: | ||
Cash and Cash Equivalents | ||
Marketable Securities | (1,500,000) | |
Other Receivables | ||
Prepaid Expenses | ||
Total Current Assets | (1,500,000) | |
Non-Current Assets | ||
Investment in Oravax | ||
Goodwill | ||
Total Non-Current Assets | ||
Total Assets | (1,500,000) | |
Current Liabilities | ||
Trade and Other Payables | (1,500,000) | |
Bridge Loan Payable - Related Party | ||
Accrued Interest | ||
Due to Related Party Starwood Trust and Jonnie Williams, Sr and Supera | ||
Line of Credit, Related Party, net unamortized Debt Discount | ||
Payroll Protection Program Loan | ||
Total Current Liabilities | (1,500,000) | |
Total Liabilities | (1,500,000) | |
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | ||
Additional Paid-in-Capital | ||
Accumulated Deficit | (10,290) | |
Total Shareholders' Equity | ||
Total Liabilities and Shareholders Equity | (1,500,000) | |
Cystron Biotech Spin-Off Adjustments [Member] | Series C Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Cystron Biotech Spin-Off Adjustments [Member] | Series D Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Cystron Biotech Spin-Off Adjustments [Member] | Series E Junior Participating Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Cystron Biotech Spin-Off Adjustments [Member] | Common Sock No Par Value [Member] | ||
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | 10,290 | |
Adjustments [Member] | ||
Current assets: | ||
Cash and Cash Equivalents | ||
Marketable Securities | (3,379,614) | |
Other Receivables | (3,026,137) | |
Prepaid Expenses | ||
Total Current Assets | (6,405,751) | |
Non-Current Assets | ||
Investment in Oravax | ||
Goodwill | 18,467,102 | |
Total Non-Current Assets | 18,467,102 | |
Total Assets | 12,061,351 | |
Current Liabilities | ||
Trade and Other Payables | 688,913 | |
Bridge Loan Payable - Related Party | (3,000,000) | |
Accrued Interest | (257,411) | |
Due to Related Party Starwood Trust and Jonnie Williams, Sr and Supera | (185,577) | |
Line of Credit, Related Party, net unamortized Debt Discount | (2,936,626) | |
Payroll Protection Program Loan | ||
Total Current Liabilities | (5,690,701) | |
Total Liabilities | (5,690,701) | |
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | (4,004) | |
Additional Paid-in-Capital | (43,411,488) | |
Accumulated Deficit | 101,618,585 | |
Total Shareholders' Equity | 17,752,052 | |
Total Liabilities and Shareholders Equity | 12,061,351 | |
Adjustments [Member] | Series C Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Adjustments [Member] | Series D Convertible Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Adjustments [Member] | Series E Junior Participating Preferred Stock [Member] | ||
Stockholders'/Members' Deficit | ||
Preferred stock, value | ||
Adjustments [Member] | Common Sock No Par Value [Member] | ||
Stockholders'/Members' Deficit | ||
Common Stock $0.0001 no par value, 90,000,000 shares authorized 40,043,504 outstanding as of December 31, 2020 | $ (40,451,041) |
Pro Forma Condensed Combined _2
Pro Forma Condensed Combined Balance Sheets (Parenthetical) | Mar. 31, 2021$ / sharesshares |
Preferred stock, no par value | $ / shares | |
Preferred stock, shares authorized | 50,000,000 |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 8,326,730 |
Common stock, shares outstanding | 8,326,730 |
Series C Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 1,990,000 |
Preferred stock, par value per share | $ / shares | |
Preferred stock, stated value | $ / shares | $ 4 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Series D Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 211,353 |
Preferred stock, par value per share | $ / shares | |
Preferred stock, stated value | $ / shares | $ 0.01 |
Preferred stock, shares issued | 72,992 |
Preferred stock, shares outstanding | 72,992 |
Series E Junior Participating Preferred Stock [Member] | |
Preferred stock, shares authorized | 100,000 |
Preferred stock, par value per share | $ / shares | |
Preferred stock, stated value | $ / shares | $ 0.001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Pro Forma [Member] | |
Preferred stock, no par value | $ / shares | $ 50,000,000 |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 90,000,000 |
Common stock, shares outstanding | 40,043,504 |
Pro Forma [Member] | Series C Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 1,990,000 |
Preferred stock, par value per share | $ / shares | |
Preferred stock, stated value | $ / shares | $ 4 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Pro Forma [Member] | Series D Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 211,353 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.01 |
Preferred stock, shares issued | 72,992 |
Preferred stock, shares outstanding | 72,992 |
Pro Forma [Member] | Series E Junior Participating Preferred Stock [Member] | |
Preferred stock, shares authorized | 100,000 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Pro Forma [Member] | Common Sock No Par Value [Member] | |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 8,326,730 |
Common stock, shares outstanding | 8,326,730 |
Pro Forma [Member] | Legal Acquirer Company [Member] | |
Preferred stock, no par value | $ / shares | $ 50,000,000 |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 90,000,000 |
Common stock, shares outstanding | 40,043,504 |
Pro Forma [Member] | Legal Acquirer Company [Member] | Series C Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 1,990,000 |
Preferred stock, par value per share | $ / shares | |
Preferred stock, stated value | $ / shares | $ 4 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Pro Forma [Member] | Legal Acquirer Company [Member] | Series D Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 211,353 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.01 |
Preferred stock, shares issued | 72,992 |
Preferred stock, shares outstanding | 72,992 |
Pro Forma [Member] | Legal Acquirer Company [Member] | Series E Junior Participating Preferred Stock [Member] | |
Preferred stock, shares authorized | 100,000 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Pro Forma [Member] | Legal Acquirer Company [Member] | Common Sock No Par Value [Member] | |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 8,326,730 |
Common stock, shares outstanding | 8,326,730 |
Pro Forma [Member] | Accounting Acquirer MyMD [Member] | |
Preferred stock, no par value | $ / shares | $ 50,000,000 |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 90,000,000 |
Common stock, shares outstanding | 40,043,504 |
Pro Forma [Member] | Accounting Acquirer Pre-Merger MYMD Florida [Member] | Series C Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 1,990,000 |
Preferred stock, par value per share | $ / shares | |
Preferred stock, stated value | $ / shares | $ 4 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Pro Forma [Member] | Accounting Acquirer Pre-Merger MYMD Florida [Member] | Series D Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 211,353 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.01 |
Preferred stock, shares issued | 72,992 |
Preferred stock, shares outstanding | 72,992 |
Pro Forma [Member] | Accounting Acquirer Pre-Merger MYMD Florida [Member] | Series E Junior Participating Preferred Stock [Member] | |
Preferred stock, shares authorized | 100,000 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Pro Forma [Member] | Accounting Acquirer Pre-Merger MYMD Florida [Member] | Common Sock No Par Value [Member] | |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 8,326,730 |
Common stock, shares outstanding | 8,326,730 |
Cystron Biotech Spin-Off Adjustments [Member] | |
Preferred stock, no par value | $ / shares | $ 50,000,000 |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 90,000,000 |
Common stock, shares outstanding | 40,043,504 |
Cystron Biotech Spin-Off Adjustments [Member] | Series C Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 1,990,000 |
Preferred stock, par value per share | $ / shares | |
Preferred stock, stated value | $ / shares | $ 4 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Cystron Biotech Spin-Off Adjustments [Member] | Series D Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 211,353 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.01 |
Preferred stock, shares issued | 72,992 |
Preferred stock, shares outstanding | 72,992 |
Cystron Biotech Spin-Off Adjustments [Member] | Series E Junior Participating Preferred Stock [Member] | |
Preferred stock, shares authorized | 100,000 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Cystron Biotech Spin-Off Adjustments [Member] | Common Sock No Par Value [Member] | |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 8,326,730 |
Common stock, shares outstanding | 8,326,730 |
Adjustments [Member] | |
Preferred stock, no par value | $ / shares | $ 50,000,000 |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 90,000,000 |
Common stock, shares outstanding | 40,043,504 |
Adjustments [Member] | Series C Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 1,990,000 |
Preferred stock, par value per share | $ / shares | |
Preferred stock, stated value | $ / shares | $ 4 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Adjustments [Member] | Series D Convertible Preferred Stock [Member] | |
Preferred stock, shares authorized | 211,353 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.01 |
Preferred stock, shares issued | 72,992 |
Preferred stock, shares outstanding | 72,992 |
Adjustments [Member] | Series E Junior Participating Preferred Stock [Member] | |
Preferred stock, shares authorized | 100,000 |
Preferred stock, par value per share | $ / shares | $ 0 |
Preferred stock, stated value | $ / shares | $ 0.001 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Adjustments [Member] | Common Sock No Par Value [Member] | |
Common stock, no par value | $ / shares | |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 8,326,730 |
Common stock, shares outstanding | 8,326,730 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Research and Development Expenses | (19,365) | 2,483,057 |
Administrative Expenses | 1,508,336 | 1,055,148 |
Sales and Marketing Expenses | 6,250 | |
Loss from Operations | (1,488,971) | (3,544,455) |
Other (Income) Expenses | ||
(Gain)/Loss on Investments | (12,649) | 36,714 |
Loss on Fair Market Value of Equity Investments | 14,402 | |
Interest and Dividend Income | (43,453) | (46,703) |
Total Other Income | (41,700) | (9,989) |
Loss from Continuing Operations Before Income Tax | (1,447,271) | (3,534,466) |
Income Tax Benefit | ||
Loss from Continuing Operations | (1,447,271) | (3,534,466) |
Loss from Discontinued Operations Before Income Tax | (35,392) | (4,070) |
Income Tax | ||
Loss from Discontinued Operations | (35,392) | (4,070) |
Net Loss | (1,482,663) | (3,538,536) |
Other Comprehensive Income (Loss) | ||
Net Unrealized Loss on Marketable Securities | (240,937) | |
Total Other Comprehensive Income (Loss) | (240,937) | |
Comprehensive Loss | $ (1,482,663) | $ (3,779,473) |
Basic and Diluted loss per common share from continuing operations | $ (0.17) | $ (3.18) |
Basic and Diluted loss per common share from discontinued operations | 0 | 0 |
Basic and Diluted loss per common share | $ (0.17) | $ (3.18) |
Weighted average basic common shares outstanding | 8,544,298 | 1,113,737 |
Pro Forma Condensed Consolidate
Pro Forma Condensed Consolidated Statements of Comprehensive Loss (Unaudited) | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Operating Expenses: | ||
Administrative Expenses | 1,508,336 | |
Sales and Marketing Expenses | ||
Research and Development Expenses | (19,365) | |
Loss from Operations | (1,488,971) | |
Other (Income) Expenses | ||
(Gain)/Loss on Investments | (12,649) | |
Loss on Fair Market Value of Equity Investments | 14,402 | |
Total Other Income | (41,700) | |
Loss from Continuing Operations Before Income Tax | (1,447,271) | |
Income Tax Benefit | ||
Loss from Continuing Operations | $ (1,447,271) | |
Basic and Diluted loss per common share from continuing operations | $ / shares | $ (0.17) | |
Weighted average basic common shares outstanding | shares | 8,544,298 | |
Pro Forma [Member] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Operating Expenses: | ||
Administrative Expenses | 2,755,584 | |
Sales and Marketing Expenses | ||
Research and Development Expenses | 1,042,926 | |
Total operating expenses | 3,798,510 | |
Loss from Operations | (3,798,510) | |
Other (Income) Expenses | ||
Loss on Disposal of Property and Equipment | ||
Foreign Currency Transaction Loss | ||
(Gain)/Loss on Investments | (12,649) | |
Loss on Fair Market Value of Equity Investments | 14,402 | |
Interest and Dividend (Income)/Expense | 643,248 | |
Total Other Income | 65,401 | |
Loss from Continuing Operations Before Income Tax | (4,443,511) | |
Income Tax Benefit | ||
Loss from Continuing Operations | $ (4,443,511) | |
Basic and Diluted loss per common share from continuing operations | $ / shares | $ (0.12) | |
Weighted average basic common shares outstanding | shares | 37,500,088 | [1] |
Cystron Biotech Spin-Off Adjustments [Member] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Operating Expenses: | ||
Administrative Expenses | ||
Sales and Marketing Expenses | ||
Research and Development Expenses | 10,290 | |
Total operating expenses | 10,290 | |
Loss from Operations | (10,290) | |
Other (Income) Expenses | ||
Loss on Disposal of Property and Equipment | ||
Foreign Currency Transaction Loss | ||
(Gain)/Loss on Investments | ||
Loss on Fair Market Value of Equity Investments | ||
Interest and Dividend (Income)/Expense | ||
Total Other Income | ||
Loss from Continuing Operations Before Income Tax | (10,290) | |
Income Tax Benefit | ||
Loss from Continuing Operations | (10,290) | |
Adjustments [Member] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Operating Expenses: | ||
Administrative Expenses | 979,757 | |
Sales and Marketing Expenses | ||
Research and Development Expenses | ||
Total operating expenses | 979,757 | |
Loss from Operations | (979,757) | |
Other (Income) Expenses | ||
Loss on Disposal of Property and Equipment | ||
Foreign Currency Transaction Loss | ||
(Gain)/Loss on Investments | ||
Loss on Fair Market Value of Equity Investments | ||
Interest and Dividend (Income)/Expense | 26,137 | |
Total Other Income | 26,137 | |
Loss from Continuing Operations Before Income Tax | (26,137) | |
Income Tax Benefit | ||
Loss from Continuing Operations | $ (26,137) | |
Weighted average basic common shares outstanding | shares | 28,955,790 | |
Legal Acquirer Akers [Member] | Pro Forma [Member] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Operating Expenses: | ||
Administrative Expenses | 1,508,336 | |
Sales and Marketing Expenses | ||
Research and Development Expenses | (19,365) | |
Total operating expenses | 1,488,971 | |
Loss from Operations | (1,488,971) | |
Other (Income) Expenses | ||
Loss on Disposal of Property and Equipment | ||
Foreign Currency Transaction Loss | ||
(Gain)/Loss on Investments | (12,649) | |
Loss on Fair Market Value of Equity Investments | 14,402 | |
Interest and Dividend (Income)/Expense | (43,453) | |
Total Other Income | (41,700) | |
Loss from Continuing Operations Before Income Tax | (1,447,271) | |
Income Tax Benefit | ||
Loss from Continuing Operations | $ (1,447,271) | |
Basic and Diluted loss per common share from continuing operations | $ / shares | $ (0.17) | |
Weighted average basic common shares outstanding | shares | 8,544,298 | |
Accounting Acquirer MyMD [Member] | Pro Forma [Member] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Operating Expenses: | ||
Administrative Expenses | 1,247,248 | |
Sales and Marketing Expenses | ||
Research and Development Expenses | 1,052,001 | |
Total operating expenses | 2,299,249 | |
Loss from Operations | (2,299,249) | |
Other (Income) Expenses | ||
Loss on Disposal of Property and Equipment | ||
Foreign Currency Transaction Loss | ||
(Gain)/Loss on Investments | ||
Loss on Fair Market Value of Equity Investments | ||
Interest and Dividend (Income)/Expense | 660,564 | |
Total Other Income | 660,564 | |
Loss from Continuing Operations Before Income Tax | 2,959,813 | |
Income Tax Benefit | ||
Loss from Continuing Operations | $ (2,959,813) | |
[1] | All outstanding stock options, Series D convertible preferred stock and pre-funded warrants exercisable for the combined company's common stock are anti-dilutive and therefore excluded from the weighted-average shares calculation for the three months ended March 31, 2021 as referenced in the pro forma condensed combined Statement of Comprehensive Loss. |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) | Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Total |
Balance at Dec. 31, 2019 | $ 128,920,414 | $ (119,583,130) | $ 17,886 | $ 9,355,170 | |
Balance, shares at Dec. 31, 2019 | 869,732 | ||||
Net loss | (3,538,536) | (3,538,536) | |||
Stock-based compensation - acquisition of license for series D convertible preferred stock | $ 418,479 | 418,479 | |||
Stock-based compensation - acquisition of license for series D convertible preferred stock, shares | 211,353 | ||||
Stock-based compensation - acquisition of license for common stock | $ 814,578 | 814,578 | |||
Stock-based compensation - acquisition of license for common stock, shares | 205,702 | ||||
Exercise of prepaid equity forward contracts for common stock | $ 77 | 77 | |||
Exercise of prepaid equity forward contracts for common stock, shares | 382,500 | ||||
Stock-based compensation - restricted stock units | $ 8,620 | 8,620 | |||
Stock-based compensation - restricted stock units, shares | |||||
Net unrealized loss on marketable securities | (240,937) | (240,937) | |||
Balance at Mar. 31, 2020 | $ 418,479 | $ 129,743,689 | (123,121,666) | (223,051) | 6,817,451 |
Balance, shares at Mar. 31, 2020 | 211,353 | 1,457,934 | |||
Balance at Dec. 31, 2020 | $ 144,524 | $ 171,598,681 | (137,163,739) | 34,579,466 | |
Balance, shares at Dec. 31, 2020 | 72,992 | 8,792,946 | |||
Net loss | (1,482,663) | (1,482,663) | |||
Stock-based compensation - restricted stock units | $ 326,989 | 326,989 | |||
Stock-based compensation - restricted stock units, shares | |||||
Common stock cancelled for prepaid equity forward contract for common stock | |||||
Common stock cancelled for prepaid equity forward contract for common stock, shares | (466,216) | ||||
Balance at Mar. 31, 2021 | $ 144,524 | $ 171,925,670 | $ (138,646,402) | $ 33,423,792 | |
Balance, shares at Mar. 31, 2021 | 72,992 | 8,326,730 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (1,447,271) | $ (3,534,466) |
Net loss from discontinued operations | (35,392) | (4,070) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss/(gain) on sale of securities | (12,649) | 36,714 |
Loss on fair market value of equity investments | 14,402 | |
Accrued interest/dividends | (24,324) | (4,713) |
Depreciation and amortization | ||
Impairment of intangible assets | ||
Changes in assets and liabilities | ||
Decrease in prepaid expenses | 80,232 | 89,897 |
Increase/(decrease) in trade and other payables | (1,368,151) | 531,819 |
Increase in right-of-use liabilities | 1,128 | |
Cash Flows from Discontinued Operations | (16,783) | (324,969) |
Net cash used in operating activities | (2,482,947) | (1,966,983) |
Cash flows from investing activities: | ||
Short-term note receivable | (1,800,000) | |
Purchases of marketable securities | (15,269,129) | (41,989) |
Proceeds from sale of marketable securities | 1,503,487 | 2,303,890 |
Net cash (used in)/provided by investing activities | (15,565,642) | 2,261,901 |
Cash flows from financing activities | ||
Net proceeds from the exercise of prepaid equity forward contracts for the purchase of common stock | 77 | |
Net cash provided by financing activities | 77 | |
Net increase/(decrease) in cash and restricted cash | (18,048,589) | 294,995 |
Cash and restricted cash at beginning of period | 18,617,955 | 632,538 |
Cash and restricted cash at end of period | 569,366 | 927,533 |
Supplemental cash flow information | ||
Interest | ||
Income Taxes | ||
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Net unrealized losses on marketable securities | (240,937) | |
Operating lease right-of-use asset obtained in exchange for lease obligation | 306,706 | |
Other assets - Investment in Oravax included in trade and other payables | 1,500,000 | |
Vendors [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 7,318 | |
Cystron [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 1,233,057 | |
Director [Member] | Restricted Stock Units (RSUs) [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | $ 326,989 | $ 1,302 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business MyMD Pharmaceuticals, Inc., previously known as Akers Biosciences, Inc., is a New Jersey corporation. These consolidated financial statements include four wholly owned subsidiaries as of March 31, 2021, XYZ Merger Sub, Inc. (“Merger Sub”), Cystron Biotech, LLC (“Cystron”), Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation, (together, the “Company”). All material intercompany transactions have been eliminated in consolidation. The Company was historically a developer of rapid health information technologies and between March 2020 and April 2021, was primarily focused on the development of a vaccine candidate against SARS-CoV-2, a coronavirus currently causing a pandemic throughout the world (“COVID-19”). Following closing of the Merger and the Contribution Transaction described below that occurred on April 16, 2021, the Company is focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MyMD-1 and Supera-CBD. On July 7, 2020, the Company immediately ceased the production and sale of its rapid, point of care screening and testing products. The Company will continue to provide support for these testing products that remain in the market through respective product expiration dates. For a more detailed description of the Company’s cessation of its screening and testing products (Note 5). On April 16, 2021, pursuant to the previously announced Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto, dated March 16, 2021 (the Original Merger Agreement, as amended by Amendment No. 1, the “Merger Agreement”), by and among MyMD Pharmaceuticals, Inc., a New Jersey corporation previously known as Akers Biosciences, Inc. (the “Company”), Merger Sub, and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation previously known as MyMD Pharmaceuticals, Inc. (“MyMD Florida”), Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of pre-Merger MyMD Florida’s common stock, par value $0.001 per share (the “MyMD Florida Common Stock”), including shares underlying pre-Merger MyMD Florida’s outstanding equity awards, was converted into the right to receive (x) 0.7718 shares (the “Exchange Ratio”) of the Company’s common stock, no par value per share (the “Company Common Stock”), (y) an amount in cash, on a pro rata basis, equal to the aggregate cash proceeds received by the Company from the exercise of any options to purchase shares of MyMD Florida Common Stock outstanding at the effective time of the Merger assumed by the Company upon closing of the Merger prior to the second-year anniversary of the closing of the Merger (the “Option Exercise Period”), such payment (the “Additional Consideration”), and (z) potential milestone payment in shares of Company Common Stock up to the aggregate number of shares issued by the Company to pre-Merger MyMD Florida stockholders at the closing of the Merger (the “Milestone Payments”) payable upon the achievement of certain market capitalization milestone events during the 36-month period immediately following the closing of the Merger (the “Milestone Period”). Immediately following the effective time of the Merger, the Company effected a 1-for-2 reverse stock split of the issued and outstanding Company Common Stock (the “Reverse Stock Split”). Upon completion of the Merger and the transactions contemplated in the Merger Agreement, (i) the former MyMD Florida equity holders owned approximately 77.05% of the outstanding equity of the Company on a fully diluted basis, assuming the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company Common stock and including 4,188,315 shares of Company Common Stock underlying options to purchase shares of MyMD Florida Common Stock assumed by the Company at closing and after adjustments based on the Company’s net cash at closing; and (ii) former Akers Biosciences, Inc. stockholders own approximately 22.95% of the outstanding equity of the Company. The Company acquired 100% of the membership interests of Cystron pursuant to a Membership Interest Purchase Agreement, dated March 23, 2020 (as amended by Amendment No. 1 on May 14, 2020, the “MIPA”) from certain selling parties (the “Cystron Sellers”). Cystron is a party to a License and Development Agreement (as amended and restated on March 19, 2020, in connection with our entry into the MIPA, the “License Agreement”) with Premas Biotech PVT Ltd. (“Premas”) whereby Premas granted Cystron, amongst other things, an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against COVID-19. On April 16, 2021, pursuant to the Contribution and Assignment Agreement, dated March 18, 2021 (the “Contribution Agreement”) by and among the Company, Cystron, Oravax Medical, Inc. (“Oravax”) and, for the limited purpose set forth therein, Premas, the parties consummated the transactions contemplated therein. Pursuant to the Contribution Agreement, among other things, the Company caused Cystron to contribute substantially all of the assets associated with its business of developing and manufacturing Cystron’s COVID-19 vaccine candidate to Oravax (the “Contribution Transaction”) (Note 3). Effective as of 4:05 pm Eastern Time on April 16, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to affect the Reverse Stock Split. As a result of the Reverse Stock Split, immediately following the effective time of the Merger, every two shares of the Company Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Each stockholder who did not have a number of shares evenly divisible pursuant to the Reverse Stock Split ratio and who would otherwise be entitled to receive a fractional share of Company Common Stock was entitled to receive an additional share of Company Common Stock. The number of shares on equity related disclosures included in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and accompanying notes, were retrospectively adjusted to reflect the effects of the Reverse Stock Split. In connection with the closing of the Merger, the Company changed its name to MyMD Pharmaceuticals, Inc. and its NASDAQ trading symbol to MYMD (Note 3). |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies (a) Basis of Presentation The Condensed Consolidated Financial Statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s 2020 Form 10-K, as filed on March 1, 2021. In the opinion of the Company’s management, these condensed consolidated financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2021 and its results of operations and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for revenue recognition, recording research and development expenses, allowances for doubtful accounts, inventory and prepaid asset write-downs, impairment of equipment and intangible assets and valuation of share-based payments. (c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss. (d) Comprehensive Loss The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive loss. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. (f) Fair Value of Financial Instruments The 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. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. (f) Fair Value of Financial Instruments, continued The following is a description of the valuation methodologies used for assets measured at fair value as of March 31, 2021 and December 31, 2020. Marketable Securities: Quoted Prices in Active Quoted Prices for Significant Marketable securities at March 31, 2021 $ 30,480,537 $ - $ - Marketable securities at December 31, 2020 $ 16,718,452 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of March 31, 2021, 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 three months ended March 31, 2021 was a loss of $14,402. Gains and losses resulting from the sales of marketable securities were gains (losses) of $12,649 and $(36,714) for the three months ended March 31, 2021 and 2020, respectively. Proceeds from the sales of marketable securities in the three months ended March 31, 2021 and 2020 were $1,503,487 and $2,303,890, respectively. (g) Other Receivables During the year ended December 31, 2020, the Company advanced MyMD Florida $1,200,000 under a secured promissory note (the “Bridge Loan Note”). During the three months ended March 31, 2021, the Company advanced additional draws of $1,800,000 to MyMD Florida under the Bridge Loan Note (see Note 3). The Company accrued interest of $26,137 during the three months ended March 31, 2021, which is included in interest and dividend income on the Condensed Consolidated Statement of Comprehensive Loss. As MyMD Florida is the surviving entity and a wholly owned subsidiary of the Company after the consummation of the Merger on April 16, 2021, the promissory note was eliminated in the consolidated financial statements of the Company after the Merger. (Note 3). (h) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are recorded as prepaid expenses. Prepaid expenses are comprised principally of prepaid insurance. (i) Concentrations Financial 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 is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with two banks. (j) Risk Management of Cash and Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with two brokerage firms. (k) Investments In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for recording investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will record these investments using the cost method. Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation. (l) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf. These costs included costs incurred to acquire and develop the license for the COVID-19 vaccine project (See Note 3). (m) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of March 31, 2021, and December 31, 2020, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the three months ended March 31, 2021 and 2020 since management has determined that the realization of the net deferred assets is not assured and has created a valuation allowance for the entire amount of such tax benefits. The 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 three months ended March 30, 2021 and 2020. 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. (n) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share 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 period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of common and dilutive potential common stock outstanding during the period. As the Company reported a net loss for the three months ended March 31, 2021 and 2020, common stock equivalents were anti-dilutive. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Three Months Ended 2021 2020 Stock Options - 20 RSUs 394,680 - Warrants to purchase common stock 5,463,032 123,645 Pre-funded Warrants to purchase common stock 986,486 15,000 Series D Preferred Convertible Stock 36,496 105,677 Warrants to purchase Series C Preferred stock 27,500 995,000 Total potentially dilutive shares 6,908,194 1,239,342 (o) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. (p) Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. (q) Discontinued Operations In accordance with FASB ASC 205, results of operations of a component of an entity that has either been disposed of or is held for sale is to be reported as discontinued operations in the condensed consolidated financial statements if the disposition or sale represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results (Note 5). (r) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Recently Issued Accounting Pronouncements Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects 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. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU. |
Recent Developments, Liquidity
Recent Developments, Liquidity and Management's Plans | 3 Months Ended |
Mar. 31, 2021 | |
Expenses Related Public Offering [Domain] | |
Recent Developments, Liquidity and Management's Plans | Note 3 – Recent Developments, Liquidity and Management’s Plans Acquisition and Disposition of Cystron On March 23, 2020, the Company acquired Cystron pursuant to the MIPA. Cystron was incorporated on March 10, 2020. Upon the Company’s purchase of Cystron, Cystron’s sole asset consisted of an exclusive license with respect to Premas’ vaccine platform for the development of a vaccine against COVID-19 and other coronavirus infections. Since its formation and through the date of its acquisition by the Company, Cystron did not have any employees. The acquisition of Cystron was accounted for as the purchase of an asset. On March 18, 2021, the Company and the Cystron Sellers, which are also shareholders of Oravax, entered into a Termination and Release Agreement terminating the MIPA effective upon consummation of the Contribution Agreement. In addition, the Cystron Sellers agreed to waive any change of control payment triggered under the MIPA as a result of the Merger. On April 16, 2021, the parties consummated the Contribution Transaction. Pursuant to the Contribution Agreement, effective upon the closing of the Merger, the Company agreed (i) to contribute an amount in cash equal to $1,500,000 to Oravax and (ii) cause Cystron to contribute substantially all of the assets associated with its business or developing and manufacturing Cystron’s COVID-19 vaccine candidate to Oravax. In consideration for the Company’s commitment to consummate the Contribution Transaction, Oravax issued to the Company 390,000 shares of its capital stock (equivalent to 13% of Oravax’s outstanding capital stock on a fully diluted basis) and assumed all of the obligations or liabilities in respect of the assets of Cystron (excluding certain amounts due to Premas), including the obligations under the license agreement with Premas. In addition, Oravax agreed to pay future royalties to the Company equal to 2.5% of all net sales of products (or combination products) manufactured, tested, distributed and/or marketed by Oravax or its subsidiaries. As of March 31, 2021 and December 31, 2020, $300,000 and $1,510,290, respectively, is included in Trade and Other Payables for amounts due to Premas’ under the MIPA. During March 2021, the Company paid Premas a total of $1,200,000, deferred $300,000 to a future date to be determined by Premas. The remaining balance of $10,290 was waived per the terms of the Contribution Agreement and was credited to Research and Development Expenses in the Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2021. For the three months ended March 31, 2021 and 2020, $(19,365) and $2,483,057, respectively, is included in Research and Development Expense within the Consolidated Statement of Comprehensive Loss. Agreement and Plan of Merger and Reorganization On November 11, 2020, the Company, Merger Sub, and MyMD Florida entered into the Merger Agreement. In addition, in connection with the execution of the Merger Agreement, the Company agreed to advance a bridge loan of up to $3,000,000 to MYMD Florida pursuant to the Bridge Loan Note. On April 16, 2021, the parties consummated the transactions contemplated pursuant to the Merger Agreement, including the Merger, and Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing after the Merger as the surviving entity and a wholly owned subsidiary of the Company. At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of pre-Merger MyMD Florida Common Stock, including shares underlying MyMD Florida’s outstanding equity awards, was converted into the right to receive (x) 0.7718 shares of Company Common Stock, (y) the Additional Consideration, and (z) potential Milestone Payments (up to 28,553,307 shares, the aggregate number of shares issued by the Company to pre-Merger MyMD Florida stockholders at the closing of the Merger), payable upon the achievement of certain market capitalization milestone events during the Milestone Period. Immediately following the effective time of the Merger, the Company effected the Reverse Stock Split. In connection with the closing of the Merger, the Company changed its name to MyMD Pharmaceuticals, Inc. and the Company Common Stock listed on The Nasdaq Capital Market, previously trading through the close of business on April 16, 2021 under the trading symbol “AKER”, commenced trading on The Nasdaq Capital Market, on a post-Reverse Stock Split adjusted basis, under the trading symbol “MYMD” on April 19, 2021. Upon completion of the Merger and the transactions contemplated in the Merger Agreement, the Company issued 28,553,307 post reverse stock split shares of Company Common Stock to the former stakeholders of pre-Merger MyMD Florida at the Exchange Ratio. Upon completion of the Merger and the transactions contemplated in the Merger Agreement, the former stakeholders of pre-Merger MyMD Florida held approximately 77.05% of the Company’s Common Stock outstanding on a fully diluted basis, assuming the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company Common Stock and including 4,188,315 shares of Company Common Stock underlying options to purchase shares of pre-Merger MyMD Florida Common Stock assumed by the company at closing and after adjustments based on the Company’s net cash at closing. Holders of pre-Merger common stock of the Company held approximately 22.95% of the outstanding equity of the Company. Also upon completion of the Merger and the transactions contemplated by the Merger Agreement, the Company assumed 4,188,315 MyMD Florida stock options subject to certain terms contained in the Merger Agreement (including, but not limited to, the amendment of such stock option to extend the term of such stock option for a period expiring on April 16, 2024, the second-year anniversary of the Merger (the “Option Exercise Period”). The holders of approximately 49.68% of outstanding shares of Company Common Stock are subject to lockup agreements pursuant to which such stockholders have agreed, except in limited circumstances, not to transfer, grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber, any shares of Company capital stock for 180 days following the effective time of the Merger. For the subsequent 180 days after the initial 180-day lock-up period, any disposal of Company Common Stock must be only in accordance with the volume limitations set forth in paragraph (2) of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Act”). Pursuant to the terms and conditions of the Merger Agreement, not later than 30 days after the Option Exercise Period, the Company will pay stockholders of MyMD Florida the Additional Consideration from the exercise of any MyMD Florida options assumed by the Company prior to the second-year anniversary of the Merger; provided, however, the amount of such payment will not exceed the maximum amount of cash consideration that may be received by stockholders of MyMD Florida without affecting the intended tax consequences of the Merger. Under the terms of the Merger Agreement, the Company has agreed to pay contingent consideration to MyMD Florida stockholders in the form of the Milestone Payments. The Milestone Payments are payable in the dollar amounts set forth in the chart below upon the achievement of the milestone events set forth opposite such dollar amount during the Milestone Period as follows: Milestone Event Milestone Payment Market capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500 million (the “First Milestone Event”). $20 million. For every $250 million incremental increase in market capitalization of the Company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1 billion market capitalization of the Company. $10 million per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1 billion, such $20 million payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event). Market Capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than $1 billion (the “Second Milestone Event”). $25 million. For every $1 billion incremental increase in market capitalization of the Company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period. $25 million per each incremental increase. Each milestone payment will be payable in shares of Company Common Stock (the “Milestone Shares”), with the number of Milestone Shares to be issued determined by dividing the applicable Milestone Payment amount by the volume-weighted average price of a share of the Company’s common stock during the 10 trading days immediately preceding the achievement of the milestone event; provided, however, that in no event shall the price of a share of Company Common Stock used to determine the number of Milestone Shares to be issued be deemed to be less than $5.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits, and the like occurring after the closing date). Notwithstanding the foregoing, the number of Milestone Shares payable by the Company shall not exceed 28,553,307 shares of Company Common Stock issued to MyMD Florida stockholders at the closing in connection with the Merger. Secured Promissory Note On November 11, 2020, concurrently with the execution of the Merger Agreement, the Company agreed to provide a bridge loan up to an aggregate principal amount of $3,000,000 to pre-Merger MyMD Florida pursuant the Bridge Loan Note. Advances under the Bridge Loan Note (“Bridge Loan Advances”) were made in the amounts and at the times as needed to fund MyMD Florida’s operating expenses. Bridge Loan Advances accrue interest at 5% per annum, which may be increased to 8% per annum upon occurrence of any event of default, from the date of such default. The principal and the accrued interest thereon are to be repaid on the earliest of (a) April 15, 2022; (b); if the Merger was consummated, then upon demand of the Company following the consummation of the Merger; or (c) the date on which the obligations under the Bridge Loan Note are accelerated upon event of default as set forth in the Bridge Loan Note. The payment and performance of all obligations under the Note are secured by a first priority security interest in all of MyMD Florida’s right, title and interest in and to its assets as collateral. The outstanding principal amount and the accrued interest of the Bridge Loan Note were convertible into shares of MyMD Florida Common Stock in accordance with the terms of the Merger Agreement. As of March 31, 2021 and December 31, 2020, the Company had advanced MyMD Florida $3,000,000 and $1,200,000, respectively, under the Bridge Loan Note, which is classified as Other Receivables on the Condensed Consolidated Balance Sheets. |
Description of the Transaction
Description of the Transaction and Basis of the Pro Forma Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Description of the Transaction and Basis of the Pro Forma Presentation | 1. Description of the Transaction and Basis of the Pro Forma Presentation The unaudited pro forma condensed combined financial statements were prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of SEC Regulation S-X, and present the pro forma financial position and results of operations of the combined companies based upon the historical data of the Company and pre-Merger MyMD Florida, after giving effect to the Supera Purchase, the Contribution Transaction and the Merger. In accordance with the guidance under FASB ASC 805: Business Combinations, this transaction is accounted for as a reverse acquisition involving only the exchange of equity; whereby, the fair value of the equity of the accounting acquiree (the Company) is used to measure consideration transferred since the value of the Company’s equity interests are more reliably measurable than the value of the accounting acquirer’s (pre-Merger MyMD Florida) equity interest. Pre-Merger MyMD Florida is the accounting acquirer based upon the terms of the Merger. Merger Agreement Pursuant to the Merger Agreement, Merger Sub merged with and into pre-Merger MyMD Florida, with pre-Merger MyMD Florida continuing after the Merger as the surviving corporation on April 16, 2021. Based on the Exchange Ratio of 0.7718, the Company issued to pre-Merger MyMD Florida’s shareholders 0.7718 shares of the Company’s common stock per share of pre-Merger MyMD Florida’s common stock, pursuant to the terms of the Merger Agreement. On a pro forma basis, based upon the number of shares of the Company’s common stock issued in the Merger (including shares of the Company’s common stock issuable upon certain outstanding Company options and warrants), pre-Merger Company shareholders own approximately 22.95% of the combined company and pre-Merger MyMD Florida shareholders own approximately 77.05% of the combined company. The Company issued 28,553,307 shares of common stock and 4,188,315 stock options to the pre-Merger MyMD Florida shareholders on a post reverse split basis. Treatment of the MyMD and Supera Merger The merger of Supera into pre-Merger MyMD Florida was treated as a merger under common control. The financial statements were combined, and intercompany transactions were eliminated. Intercompany eliminations consisted of $444,000 related to the use and reimbursement of expenses for a private aircraft as recorded in the Statements of Operations for the three months ended March 31, 2021. Pre-Merger MyMD Florida’s shareholders owned 60% and Supera shareholders owned 40% of the combined entity. Based upon an exchange ratio of 1.3575 shares of pre-Merger MyMD Florida’s common stock per share of Supera common stock, pre-Merger MyMD Florida issued 33,937,909 common shares to the shareholders of Supera upon the closing of the merger. Pre-Merger MyMD Florida had approximately 73,991,413 of common shares issued and outstanding and 10,853,360 stock options outstanding upon completion of the Merger. The pro forma condensed combined financial statements present the pre-Merger MyMD Florida’s combined entity as of and for the three months ended March 31, 2021. Treatment of the Contribution and Assignment Agreement in the Merger On March 18, 2021, the Company entered into the Contribution Agreement by and among the Company, Cystron, and Oravax, pursuant to which the Company agreed to contribute (i) an amount in cash equal to $1,500,000 to Oravax, (ii) cause Cystron to contribute substantially all of the assets associated with its business of developing and manufacturing a COVID-19 Vaccine Candidate to Oravax, and deliver to Premas on behalf of Cystron $1,200,000 in satisfaction of all current accrued and unpaid milestone payments due pursuant to the License Agreement between Cystron and Premas (such transaction, the “Contribution Transaction”). The aggregate purchase price for the contribution consisted of 390,000 shares of capital stock of Oravax, or 13% of the projected outstanding shares of Oravax and the assumption of all obligations or liabilities in respect of the assets of Cystron, including the License Agreement. In addition, Oravax agreed to pay future royalties to the Company equal to 2.5% of all net sales of products (or combination products) manufactured, tested, distributed and/or marketed by Oravax or its subsidiaries. In addition to the cash amount equal to $1,200,000, the Company will hold for payment and delivery, an additional amount equal to $300,000 and 67,286 shares of the Company’s common stock and 72,922 shares of the Company’s Series D Convertible Preferred Stock, due to Premas, to be paid and delivered at a future date upon Premas obtaining the requisite permissions from Indian Authorities and making a demand on the Company for payment and delivery of the same. For the avoidance of doubt, the 134,572 shares of the Company’s common stock and 72,992 shares of the Company’s Series D Convertible Preferred Stock referred to in the preceding sentence were previously issued and are outstanding in the stock books of the Company registered in the name of Premas. (Note 3) The Company will not have significant influence on the operating and financing decisions of Oravax. The Company treated the transaction under the cost method of accounting per the guidance contained in FASB ASC 325 Investments - Other which is included in the Condensed Consolidated Balance Sheet as of March 31, 2021. (Adjustments a,b) Treatment of the Starwood Line of Credit in the Merger Pursuant to the Merger Agreement, in connection with the Merger, all amounts due and owing with respect to the line of credit established between pre-Merger MyMD Florida and The Starwood Trust were paid in full upon the closing of the Merger. The unaudited pro forma condensed combined balance sheet is adjusted to reclassify the line of credit plus its accrued interest to marketable securities to reflect the disbursement of funds (Adjustment 1). Any amounts to be used to pay off The Starwood Trust to repay in full the line of credit established between pre-Merger MyMD Florida and The Starwood Trust immediately following the closing is being treated as a reduction to the Company’s $25,000,000 minimum cash contribution merger condition. (Adjustment 1) Treatment of the Bridge Loan Note in the Merger The Bridge Loan Note pursuant to which the Company was able to loan to pre-Merger MyMD Florida up to $3.0 million became an intercompany transaction upon the closing of the Merger and as such is eliminated in the pro forma condensed combined balance sheet as of December 31, 2020 (Adjustment 2, 4). The outstanding loan amount, plus accumulated interest, are being treated as a reduction to the Company’s $25,000,000 minimum cash contribution merger condition. As of March 31, 2021, the Company had advanced pre-Merger MyMD Florida a total of $3,000,000 under the Bridge Loan Note. Treatment of Stock Options, Restricted Stock Units and Warrants in the Merger All pre-Merger MyMD Florida stock options granted under the pre-Merger MyMD Florida stock option plan that are outstanding prior to the effective date of the Merger were cancelled and re-issued under the Company’s stock option plan based upon the original terms, as adjusted for the share exchange ratio, vested immediately and will expire two years from the effective date of the transaction. The fair market value of the options was calculated utilizing the Black-Scholes methodology using the Company’s closing share price of $4.94 per share on April 16, 2020. The pro forma condensed combined balance sheet has been adjusted to reflect the compensation expense associated with the modification of the outstanding options, net of the previously amortized costs. The cash exercise price received by the combined company upon exercise of the pre-Merger MyMD Florida stock options prior to expiration was accumulated and distributed to pre-Merger MyMD Florida shareholders of record as of the effective date of the Merger. Due to the significant uncertainties related to the exercise of the pre-Merger MyMD Florida stock options, the fair market value of such potential exercise is not measurable as of the pro forma date and is being treated as an undefined contingent liability. Per the Merger Agreement, there is no requirement for pre-Merger MyMD Florida stock options to be exercised as of the effective date of the Merger and are therefore being treated as unissued shares for the pro forma condensed combined financial statements. All of the Company’s restricted stock units granted under the Company’s incentive stock option plan that are outstanding prior to the effective date of the Merger vested upon the completion of the transaction. The vested RSUs are to be settled in shares of common stock of the Company to be issued upon closing of the Merger and with giving effect to any shares that would be withheld for tax liability. The pro forma condensed combined balance sheet has been adjusted for the effect of the unamortized compensation expense (Adjustment 6). The Company’s outstanding warrants are un-affected by the Merger and their pre-Merger terms and conditions will remain in effect until the expiration. Treatment of the Excess Cash Contribution Pursuant to Amendment No. 1 to the Merger Agreement, a contribution of Parent Net Cash in excess of the Minimum Parent Net Cash, as adjusted for the Bridge Loan and the Starwood Line of Credit, reduced the number of available Merger Shares. The following table provides details of the adjustment: Excess Parent Cash Calculation Parent Cash, Cash Equivalents and Marketable Securities as of December 31, 2020 $ 35,336,407 Less Net change year-to-date (4,279,566 ) Liabilities, less non-cash items (495,306 ) Estimated operating and other expenses (1,000,000 ) Available funds under the Bridge Loan - Contribution and Assignment Agreement (1,500,000 ) Starwood Line-of-Credit Retirement (3,192,119 ) Parent Net Cash, Cash Equivalents and Marketable Securities as of April 16, 2021 $ 24,869,416 Minimum Parent Net Cash, per Merger Agreement $ 25,000,000 Less Bridge Loan, actual (3,000,000 ) Available funds under the Bridge Loan - Starwood Line-of-Credit Retirement (3,192,119 ) Adjusted Minimum Parent Net Cash, per Merger Agreement $ 18,807,881 Excess Parent Net Cash Contribution $ 6,061,535 Excess Cash Factor Calculation Excess Parent Net Cash $ 6,061,535 Divided by Valuation Peg 206,000,000 Excess Cash Factor 2.95 % Merger Share Calculation, per Merger Agreement Adjusted outstanding shares of the Company’s common stock as of April 16, 2021 9,752,195 Divided by 20% plus the Excess Cash Factor 22.95 % Merger Shares of common stock of the combined company 42,493,817 Multiplied by 80% less the Excess Cash Factor 77.05 % Estimated shares of the Company’s common stock issued to MyMD upon closing of the Merger 32,741,622 Treatment of the Market Capitalization Milestones The ability of the combined company to meet the market capitalization milestones is subject to the combined company’s future performance and other market conditions that are out of the company’s control. As such, the fair market value of the Milestone Shares is not measurable as of the pro forma date and is being treated as an undefined contingent liability. Treatment of the Transaction Costs Transaction costs primarily consist of printing, stock exchange, accounting and legal fees which are estimated to range from $750,000 to $1,500,000. There can be no assurance that these estimates will not change. Due to the expected volatility of the anticipated transaction costs, they are being treated as a contingent liability and have been excluded from the pro forma condensed combined financial statements. These transactions and related costs are one-time events and are not expected to have a continuing impact on the combined entity and as such would not impact the pro forma earnings per share. |
Preliminary Purchase Price
Preliminary Purchase Price | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Preliminary Purchase Price | 2. Preliminary Purchase Price The Company issued to pre-Merger MyMD Florida shareholders and their designees a number of shares of its common stock (including in respect of outstanding pre-Merger MyMD Florida options), which represented approximately 80% of the combined company. The estimated preliminary purchase price, which represented the consideration transferred to the pre-Merger MyMD Florida stockholders in the reverse merger, was calculated based on the number of shares of the combined company that the Company’s shareholders owned as of the closing of the Merger. The accompanying unaudited pro forma condensed combined financial statements reflect an estimated purchase price of approximately $48.18 million, which consists of the following: Estimated number of shares of the combined company owned by the Company’s shareholders (1) 9,752,195 Multiplied by the price per share of the Company’s common stock (2) $ 4.94 Estimated purchase price $ 48,175,844 (1) Represents the number of shares of the combined company that the Company’s shareholders owned as of the closing of the Merger pursuant to the Merger Agreement, which, for purposes of these pro forma financial statements, is calculated as the sum of a) 8,326,730 the Company’s shares outstanding as of March 3, 2021, b) 36,496 shares of the Company’s common stock issuable upon conversion of the Company’s Series D Convertible Preferred Stock, c) 402,483 shares of the Company’s common stock issued upon settlement of the Company’s restricted stock units that vested upon the completion of the Merger, and d) 986,486 shares of the Company’s common stock underlying outstanding the Company’s pre-funded warrants. (2) $4.94 was the closing trading price of the Company’s common stock on April 16, 2021. The number of shares of common stock the Company issued to pre-Merger MyMD Florida shareholders (including in respect of outstanding pre-Merger MyMD Florida options), for purposes of these pro forma financial statements, is calculated pursuant to the terms of the Merger Agreement as follows: Shares of Company common stock outstanding as of April 16, 2021 8,326,730 Shares of Company common stock subject to Series D Convertible Preferred stock 36,496 Shares of Company common stock subject to outstanding restricted stock units 402,483 Shares of Company common stock subject to outstanding pre-funded warrants (1) 986,486 Adjusted outstanding shares of Company common stock 9,752,195 Divided by the assumed percentage of Company ownership of the combined company 22.95 % Estimated adjusted total shares of common stock of the combined company 42,493,817 Multiplied by the assumed percentage of pre-Merger MyMD Florida ownership of the combined company 77.05 % Estimated shares of Company common stock issued to pre-Merger MyMD Florida upon closing of the Merger (2) 32,741,622 (1) 986,486 shares of Company common stock underlying outstanding the Company’s pre-funded warrants are included in the calculation of the estimated total number of shares to be issued upon the completion of the Merger. An additional 5,463,032 shares issuable upon exercise of the outstanding the Company’s warrants with a strike price in excess of $3.44 were excluded per the Merger Agreement. (2) The common stock issued to pre-Merger MyMD Florida upon closing includes 4,188,315 shares allocated to fully vested stock options of pre-Merger MyMD Florida assumed by the Company upon closing, which will expire two years from the effective date of the Merger. Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida’s outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger. The allocation of the preliminary purchase price to the estimated fair value of the assets acquired and liabilities assumed as of March 31, 2021, (Adjustment 8) is as follows: Based on Historical Balance Sheet of the Company as of March 31, 2021 Pro Forma Adjustments (1)(2) Purchase Price Allocation – Pro Forma Total Consideration $ 48,175,844 $ - $ 48,175,844 Cash and Cash Equivalents 569,366 - 569,366 Marketable Securities 30,480,537 (1,500,000 ) 28,980,537 Other Receivables 3,026,137 (3,026,137 ) - Prepaid Expenses 221,811 - 221,811 Investment in Oravax 1,500,000 - 1,500,000 Trade and Other Payables (2,374,059 ) 811,087 (1,562,972 ) Net Tangible Assets Acquired 33,423,792 (3,715,050 ) 29,708,742 Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill $ 14,752,052 $ (3,715,050 ) $ 18,467,102 (1) Transaction costs primarily consist of printing, stock exchange, accounting and legal fees which are estimated to range from $750,000 to $1,500,000. There can be no assurance that these estimates will not change. Due to the expected volatility of the anticipated transaction costs, they are being treated as a contingent liability and have been excluded from the pro forma condensed combined financial statements. (2) The adjustments reflect the effect of the Contribution and Assignment Agreement, the elimination of the MyMD Bridge Loan and an adjustment for withholding taxes on the issuance of shares to settle the RSUs. The purchase price allocation will remain preliminary until the Company completes a final valuation of the assets acquired and liabilities assumed as of the date that the Merger was consummated. The excess of consideration transferred over the estimated fair value of the net identifiable assets will be allocated to goodwill. The final determination of the allocation consideration transferred is expected to be completed as soon as practicable after the consummation of the Merger but will in no event exceed one year from the acquisition date. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial statements. For acquired working capital accounts such as prepaid expenses and other current assets, accounts payable and certain accrued expenses, the Company determined that no preliminary fair value adjustments were required due to the short timeframe until settlement for these assets and liabilities. |
Accounting Policies and Merger
Accounting Policies and Merger Pro Forma Adjustments | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Accounting Policies and Merger Pro Forma Adjustments | 3. Accounting Policies and Merger Pro Forma Adjustments Based on the Company’s review of pre-Merger MyMD Florida’s summary of significant accounting policies disclosed in pre-Merger MyMD Florida’s financial statements, the nature and amount of any adjustments to the historical financial statements of pre-Merger MyMD Florida to conform its accounting policies to those of the Company are not expected to be significant. Upon consummation of the Merger, further review of pre-Merger MyMD Florida’s accounting policies and financial statements may result in required revisions to pre-Merger MyMD Florida’s policies and classifications to conform to the Company’s accounting policies. The adjustments included in the pro forma condensed combined balance sheet are as follows: (a) To record the disbursement of the $1,500,000 investment in Oravax under the Contribution and Assignment Agreement to be paid by the Company. Description Debit Credit Trade and Other Payables $ 1,500,000 Marketable Securities $ 1,500,000 (b) To record the effect on the Consolidated Balance Sheets from the reduction of research and development expense incurred during the three months ended March 31, 2021 that are non-recurring as the result of the Contribution Transaction. Description Debit Credit Accumulated Deficit $ 10,290 Common Stock $ 10,290 (1) To record the payoff of the Starwood Line of Credit plus accumulated interest upon close of the Merger. Description Debit Credit Starwood Line of Credit $ 2,936,626 Due to Related Party 185,577 Starwood Line of Credit – Accrued Interest 257,411 Marketable Securities $ 3,379,614 (2) To record interest expense on the Company/pre-Merger MyMD Florida Bridge Loan. Description Debit Credit Accumulated Deficit $ 26,137 Other Receivables $ 26,137 (3) To reclassify the pre-Merger MyMD Florida Common Stock and Additional Paid-In Capital Description Debit Credit Pre-Merger MyMD Florida Common Stock $ 4,004 Pre-Merger MyMD Florida Additional Paid-In Capital 43,411,488 Common Stock $ 43,415,492 (4) To eliminate the Company/pre-Merger MyMD Florida Bridge Loan. Description Debit Credit Bridge Loan – Related Party $ 3,026,137 Other Receivables $ 3,026,137 (5) To record the expenses related to the modification of the outstanding pre-Merger MyMD Florida stock options’ expiration dates to comply with the Merger Agreement. Description Debit Credit Accumulated Deficit $ 37,373,172 Common Stock $ 37,373,172 (6) To record the expenses related to the accelerated vesting of the outstanding unvested Restricted Stock Units pursuant to the terms of the restricted stock unit agreements and record the federal and state withholding liability. Description Debit Credit Accumulated Deficit $ 979,757 Trade and Other Payables $ 688,913 Common Stock 290,844 (7) To reclassify the Company’s deficit account. Description Debit Credit Common Stock $ 139,662,586 Accumulated Deficit $ 139,662,449 (8) To record the acquisition value of the Merger in excess of tangible assets acquired. Description Debit Credit Goodwill $ 18,467,102 Common Stock $ 18,467,102 The adjustment included in the pro forma condensed combined statement of comprehensive loss is as follows: (aa) To record the interest on the Company/pre-Merger MyMD Florida Bridge Loan for the three months ended March 31, 2021. Description Debit Credit Interest and Dividend Expense $ 26,137 (bb) To record the elimination of a credit balance in research and development expense incurred during the three months ended March 31, 2021 that are non-recurring as the result of the Contribution Transaction. (Note 3) Description Debit Credit Research and Development Expense $ 10,290 $ The pro forma condensed combined basic and diluted earnings per share from continuing operations have been adjusted to reflect the pro forma condensed combined net loss for the three months ended March 31, 2021. In addition, the numbers of shares used in calculating the pro forma condensed combined basic and diluted net loss per share have been adjusted to reflect the estimated total number of shares of common stock of the combined company outstanding as of the closing of the Merger. The estimated total numbers of shares of common stock of the combined company outstanding as of the closing of the Merger was calculated as the estimated adjusted total shares of common stock issued and outstanding of the combined company of 37,282,520, plus 4,188,315 shares reserved for pre-Merger MyMD Florida stock options assumed by the Company at closing, 986,486 shares reserved for pre-funded warrants of the Company, and 36,496 shares reserved for the Series D Convertible Preferred stock as described in Note 2, “Preliminary Purchase Price.” The following table sets forth the calculation of the pro forma weighted average number of common shares outstanding — basic and diluted: Pro Forma All Shares Issued/Issuable upon Merger Pro Forma Weighted Average Shares for the Year Ended March 31, 2021 (3) Pre-Merger MyMD Florida: Common shares issued and outstanding 73,991,413 - Stock options outstanding 10,853,360 - Total pre-Merger MyMD Florida share basis 84,844,773 - Post conversion basis at the Exchange Ratio of 0.7718 65,479,931 Effect of 1-for-2 reverse stock split (32,738,309 ) Post reverse split basis at the Exchange Ratio of 0.7718 32,741,622 - Recapitalization/Conversion of pre-Merger MyMD Florida common shares into Company common shares based on the Exchange Ratio: 28,553,307 28,553,307 Recapitalization/Conversion of pre-Merger MyMD Florida stock options into Company common shares based on the Exchange Ratio (1) 4,188,315 - 32,741,622 28,553,307 The Company pre-Merger: Common shares: issued and outstanding (2) 8,326,730 8,544,298 Post-merger: Series D Convertible Preferred stock converted to common stock 36,496 - Restricted Stock Units converted to common stock; vesting accelerated to the effective date 402,483 402,483 Pre-funded warrants convertible to common stock 986,486 - 9,752,195 8,946,781 Estimated adjusted total shares of common stock for the combined entity 42,493,817 37,500,088 (1) Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida’s outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger and are therefore being treated as unissued shares for the purposes of calculating the weighted-shares outstanding. (2) The Company’s pre-Merger common shares issued and outstanding of 8,326,730 was the actual number of common shares issued and outstanding as of March 31, 2021. (3) All outstanding stock options, Series D convertible preferred stock and pre-funded warrants exercisable for the combined company’s common stock are anti-dilutive and therefore excluded from the weighted-average shares calculation for the three months ended March 31, 2021 as referenced in the pro forma condensed combined Statement of Comprehensive Loss. Liquidity As of March 31, 2021, the Company’s cash on hand was $569,366 and marketable securities were $30,480,537. The Company has incurred a net loss from continuing operations of $1,447,271 and a net loss from discontinued operations of $35,392 for the three months ended March 31, 2021. As of March 31, 2021, the Company had working capital of $31,923,792, stockholders’ equity of $33,423,792 and an accumulated deficit of $138,646,402. During the three months ended March 31, 2021, cash flows used in operating activities were $2,482,947, consisting primarily of a net loss of $1,482,663 and a decrease in trade and other payables of $1,368,151 offset by non-cash share-based compensation of $326,989. Since its inception, the Company has met its liquidity requirements principally through the sale of its common stock in public and private placements. The 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 condensed consolidated financial statements, are sufficient to fund its current operating budget and contractual obligations as of March 31, 2021 as they fall due within the next twelve-month period, 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 condensed consolidated financial statements. |
Trade and Other Payables
Trade and Other Payables | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Trade and Other Payables | Note 4 - Trade and Other Payables Trade and other payables consist of the following: March 31, 2021 December 31, 2020 Accounts Payable – Trade $ 1,960,284 $ 569,999 Accrued Expenses 75,467 123,613 Accounts Payable – Other (Note 3) 300,000 1,510,290 $ 2,335,751 $ 2,203,902 See also Note 9 for related party information. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Discontinued Operations | Note 5 – Discontinued Operations The Company conducted a strategic review of the screening and testing products business. Following such review, in early July 2020, the Company ceased the production and sale of its rapid, point-of-care screening and testing products. The Company had been experiencing declining sales revenue and production backlogs for these products and, as it previously reported, had eliminated its sales force for such products. The assets and liabilities of the discontinued operations have been reflected in the condensed consolidated balance sheet as of March 31, 2021 and consist of the following: March 31, 2021 December 31, 2020 Current Assets: Prepaid Expenses $ 7,700 $ 12,002 Total Assets $ 7,700 $ 12,002 Current Liabilities Trade and Other Payables $ 38,308 $ 59,393 Total Liabilities $ 38,308 $ 59,393 The results from the discontinued operations have been reflected in the condensed consolidated statements of operations for the three months ended March 31, 2021 and consist of the following: For the Three Months Ended March 31, 2021 Product Revenue $ - Product Cost of Sales 2,340 Gross Loss (2,340 ) Administrative Expenses 30,942 Regulatory and Compliance Expenses 2,110 Loss from Discontinued Operations $ (35,392 ) As a result of the discontinued operations, the previously presented 2020 financial statements have been revised to present the consolidated financial statements of the continuing operations separate from the discontinued operations. The effects on the Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2020 were as follows: For the Three Months Ended March 31, 2020 As Previously Reported Adjusted As Revised Product Revenue $ 363,515 $ 363,515 $ - Product Cost of Sales (172,871 ) (172,871 ) - Gross Income 190,644 190,644 - Research and Development Expenses 2,483,057 - 2,483,057 Administrative Expenses 1,157,732 102,584 1,055,148 Sales and Marketing Expenses 14,463 8,213 6,250 Compliance and Regulatory Expenses 72,091 72,091 - Amortization of Non-Current Assets 8,874 8,874 - Impairment of Intangible Assets 2,952 2,952 - Loss from Operations (3,548,525 ) (4,070 ) (3,544,455 ) Other (Income) Expense Gain on Investments 36,714 - 36,714 Interest and Dividend Income (46,703 ) - (46,703 ) Total Other Income (9,989 ) - (9,989 ) Loss from Continuing Operations (3,538,536 ) - (3,534,466 ) Loss from Discontinued Operations - (4,070 ) (4,070 ) Loss Before Income Taxes (3,538,536 ) - (3,538,536 ) Income Tax Benefit - - - Net Loss (3,538,536 ) - (3,538,536 ) Other Comprehensive Loss Net Unrealized Loss on Marketable Securities (240,937 ) - (240,937 ) Total Other Comprehensive Loss (240,937 ) - (240,937 ) Comprehensive Loss $ (3,779,473 ) $ - $ (3,779,473 ) The Company did not incur any depreciation, amortization or other significant operating non-cash items related to discontinued operations during the three months ended March 31, 2021. |
Share-based Payments
Share-based Payments | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Share-based Payments | Note 6 - Share-based Payments Equity Incentive Plans 2013 Stock Incentive Plan On 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 2,162 shares of the Company’s common stock. As of March 31, 2021, grants of restricted stock and options to purchase 1,407 shares of common stock have been issued pursuant to the 2013 Plan, and 755 shares of common stock remain available for issuance. 2017 Stock Incentive Plan On August 7, 2017, the shareholders approved, and the Company adopted, the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 3,516 shares of the Company’s common stock. As of March 31, 2021, grants of restricted stock and options to purchase 1,532 shares of common stock have been issued pursuant to the 2017 Plan, and 1,984 shares of common stock remain available for issuance. 2018 Stock Incentive Plan On December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). The 2018 Plan initially provided for the issuance of up to 39,063 shares of the Company’s common stock. On August 27, 2020, the stockholders approved an amendment to the 2018 Plan increasing the number of shares available for issuance by an additional 521,000 shares to a total of 560,063 shares of the Company’s common stock. As of March 31, 2021, grants of RSUs to purchase 402,483 shares of common stock have been issued pursuant to the 2018 Plan, and 157,580 shares of common stock remain available for issuance. Stock Options The Company did not have any outstanding stock options as of March 31, 2021 and did not incur any stock option expense during the three months ended March 31, 2021 and 2020. Restricted Stock Units On March 29, 2019, the Compensation Committee of the Board of Directors approved grants totaling 7,803 Restricted Stock Units (“RSU”) to three of the Company’s then-current directors. Each RSU had a grant date fair value of $46.56 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2018 Plan and vested on January 1, 2020. Upon vesting, such RSUs shall be settled with the issuance of common stock. The Company Common Stock underlying these RSUs is subject to a lock-up/leak-out agreement for a period of 180 days from the effective date of the Merger with MyMD Florida (Note 3). On September 11, 2020, the Compensation Committee of the Board of Directors approved grants totaling 394,680 RSUs to the Company’s four then-current directors. Each RSU had a grant date fair value of $4.48 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2018 Plan, as amended. Fifty percent (50%) of each RSU was to vest on the first anniversary date of the grant and the remaining fifty percent (50%) was to vest on the second anniversary date; provided that the RSUs shall vest immediately upon the occurrence of (i) a change in control, provided that the director is employed by or providing services to the Company and its affiliates on the closing date of such change of control, or (ii) the director’s termination of employment of service by the Company was without cause. Upon closing of the Merger, all of the unvested RSUs were vested (Notes 3 and 11). At March 31, 2021, the unamortized value of the RSUs was $1,037,890. A summary of activity related to RSUs for the three months ended March 31, 2021 is presented below: Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2020 394,680 $ 4.48 Granted - - Exercised - - Vested - - Forfeited - - Canceled/Expired - - Balance at March 31, 2021 394,680 $ 4.48 The Company incurred RSU expense of $326,989 and $1,302 during the three months ended March 31, 2021 and 2020, respectively. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Equity | Note 7 - Equity On February 11, 2021, 468,216 shares of common stock issued pursuant to that certain Securities Purchase Agreement, dated November 11, 2020, by and between the Company and certain institutional and accredited investors were cancelled and 468,216 prefunded warrants (as defined therein) were issued at the request of a shareholder. On April 16, 2021, the Company effectuated the Reverse Stock Split of the shares on common stock whereby every two (2) pre-split shares of Company Common Stock were exchanged for one (1) post-split share of Company Common Stock. No fractional shares were issued in connection with the Reverse Split and the remaining fractions were rounded up to the next whole share. Shareholders who would otherwise have held a fractional share were given one additional share of Company Common Stock. Share amounts presented in these condensed consolidated financial statements have been adjusted to reflect the Reverse Split. Common Stock Warrants The table below summarizes the warrant activity for the three months ended March 31, 2021: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 5,463,032 $ 5.57 5.31 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2021 5,463,032 $ 5.57 5.06 $ 12,094,858 Exercisable as of March 31, 2021 5,463,032 $ 5.57 5.06 $ 12,094,858 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $6.44 for the Company’s Common Stock on March 31, 2021. All warrants were vested on date of grant. The warrants outstanding as of March 31, 2021 represent underlying shares of Company Common Stock of 5,463,032. Pre-funded Common Stock Warrants The table below summarizes the pre-funded warrant activity for the three months ended March 31, 2021: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 520,270 $ 0.002 - $ - Granted 468,216 0.002 - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2021 986,486 $ 0.002 - $ 6,350,997 Exercisable as of March 31, 2021 986,486 $ 0.002 - $ 6,350,997 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $6.44 for the Company’s Common Stock on March 31, 2021. All pre-funded warrants were vested on the date of grant and are exercisable at any time. The pre-funded warrants outstanding as of March 31, 2021 represent underlying shares of Company Common Stock of 986,486. Warrants for the purchase of Series C Convertible Preferred Stock The table below summarizes the activity during the three months period ended March 31, 2021 for warrants issued in December 2019 for the purchase of Series C Convertible Preferred Stock: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 27,500 $ 8.00 3.94 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2021 27,500 $ 8.00 3.70 $ - Exercisable as of December 31, 2020 27,500 $ 8.00 3.70 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $6.44 for the Company’s Common Stock on March 31, 2021. All warrants to purchase Series C Convertible Preferred Stock were vested on the date of grant. The warrants for the of Series C Convertible Preferred Stock outstanding as of March 31, 2021 represent underlying shares of Company Common Stock of 27,500. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies COVID-19 The ultimate impact of the global COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to future developments. These include but are not limited to the duration of the COVID-19 pandemic, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that regulators, or the Company’s Board of Directors or management of the Company, may determine are needed. We do not yet know the full extent of potential delays or impacts on the Company’s business, vaccine development efforts, healthcare systems or the global economy as a whole. The Company will continue to monitor the COVID-19 situation closely. In response to public health directives and orders, the Company has implemented work-from-home policies for many of the Company’s employees and temporarily modified the Company’s operations to comply with applicable social distancing recommendations. The effects of the orders and the Company’s related adjustments in its business are likely to negatively impact productivity, disrupt its business and delay the Company’s timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on its ability to conduct its business in the ordinary course. Similar health directives and orders are affecting third parties with whom we do business. Further, restrictions on the Company’s ability to travel, stay-at-home orders and other similar restrictions on its business have limited its ability to support its operations. Severe and/or long-term disruptions in the Company’s operations will negatively impact its business, operating results and financial condition in other ways, as well. Specifically, the Company anticipates that the stress of COVID-19 on healthcare systems generally around the globe will negatively impact regulatory authorities and the third parties that the Company may engage in connection with the development and testing of the Company’s COVID-19 Vaccine Candidate. In addition, while the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, it has significantly disrupted global financial markets, and may limit the Company’s ability to access capital, which could in the future negatively affect its liquidity. A recession or market correction resulting from the continuation of the COVID-19 pandemic could materially affect the Company’s business and the value of its common stock. Litigation Related to the Merger with MYMD Florida Between January 22, 2021 and March 18, 2021, nine alleged Akers Biosciences, Inc. stockholders filed separate actions in the state and federal courts of New York, New Jersey, and Pennsylvania against Akers Biosciences, Inc. and the members of its board of directors, respectively captioned as follows: (i) Douglas McClain v. Akers Biosciences, Inc., et al., Owen Murphy v. Akers Biosciences, Inc., et al. Sue Gee Cheng v. Akers Biosciences, Inc., et al., Danny Lui v. Akers Biosciences, Inc. et al. Alan Misenheimer v. Akers Biosciences, Inc., et al. Robert Wilhelm v. Akers Biosciences, Inc., et al. Adam Franchi v. Akers Biosciences, Inc., et al. Cody McBeath v. Akers Biosciences, Inc., et al. Ray Craven v. Akers Biosciences, Inc., et al. MYMD Merger Complaints Lui As reflected on page 61 of the Company’s Amendment No. 1 to Form S-4, Registration No. 333-252181, filed on March 19, 2021 (the “ Amended S-4 Ray Craven v. Akers Biosciences, Inc., et al. The defendants believe that the claims asserted in the remaining MYMD Merger Complaint are without merit and intend to appropriately defend themselves against them. Accordingly, the Company does not expect that these claims will have a material adverse effect on its financial condition or results of operations. All legal fees incurred were expensed as and when incurred. Raymond Akers Action On April 14, 2021, Raymond F. Akers, Jr., Ph.D. filed a lawsuit against Akers Biosciences, Inc. in the Superior Court of New Jersey, Law Division, Gloucester County (the “Raymond Akers Action”). Mr. Akers asserts one common law whistleblower retaliation claim against the Company. The Company has not yet been served with the Complaint in the Raymond Akers Action and, therefore, has not yet responded to the Complaint. The Company intends to defend the Raymond Akers Action. Accordingly, the Company does not expect that this claim will have a material adverse effect on its financial condition or results of operations. All legal fees incurred were expensed as and when incurred. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Related Parties | Note 9 – Related Parties Taglich Brothers, Inc. On November 23, 2020, the Company retained Taglich Brothers, Inc. (“Taglich Brothers”) on a non-exclusive basis as a consultant to render consulting services, assist with review, and analysis of, financial planning and budgeting matters of the Company for a term of 12 months. Pursuant to the Consulting Agreement with Taglich Brothers, the Company agreed to pay Taglich Brothers $10,000 per month. The Company recorded $40,000 for these services during the three months ended March 31, 2021, which is included in administrative expenses on the Condensed Consolidated Statement of Comprehensive Loss. There were no amounts owing to Taglich Brothers as of March 31, 2021 and December 31, 2020. Mr. Schreiber is the managing director of capital markets at Taglich Brothers and the Secretary of the Company, and Mr. Schroeder is the vice president of investment banking at Taglich Brothers and a Director of the Company. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Employee Benefit Plan | Note 10 – Employee Benefit Plan The 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%. The Company made matching contributions to the 401(k) Plan during the three months ended March 31, 2021 and 2020 of $4,066 and $17,827, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Subsequent Events | Note 11 – Subsequent Events Agreement and Plan of Merger and Reorganization On April 16, 2021, the parties consummated the previously announced transactions contemplated pursuant to the Merger Agreement, including the Merger, and Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing after the Merger as the surviving entity and a wholly owned subsidiary of the Company. For additional information concerning the Merger, please see Note 3. RSU Vesting On April 16, 2021, concurrently with the closing of the Merger, pursuant to the terms of the Restricted Stock Unit Agreements between the Company and each of Mr. Schreiber, Mr. Schroeder, Mr. Silverman and Mr. White, respectively, the 394,680 RSUs granted on September 11, 2020 under the 2018 Plan, as amended, accelerated and vested in full. At the election of the Company, the vested RSUs may be settled for cash. Adoption of 2021 Equity Incentive Plan Pursuant to the Merger Agreement, at the effective time of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was approved by the Company’s stockholders on April 15, 2021. The 2021 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other awards which may be granted singly, in combination or in tandem, and which may be paid in cash or shares of Company Common Stock. At the effective time of the Merger, the number of shares of Company Common Stock that are reserved for issuance pursuant to awards under the 2021 Plan is 7,228,184 shares (post-Reverse Stock Split), 100% of which may be delivered as incentive stock options. The 2021 Plan will terminate on April 16, 2031, the tenth anniversary of its effective date. No award may be made under the 2021 Plan after its expiration date. In connection with the 2021 Plan, the Board adopted forms of (i) a Nonqualified Stock Option Agreement, (ii) an Incentive Stock Option Agreement and (iii) a Restricted Stock Award Agreement. Pursuant to the Incentive Stock Option Agreement, participants will be granted options to purchase shares of Company Common Stock at a price equal to the fair market value per share of the Company Common Stock on the date of grant or 110% of such fair market value, in the case of a ten percent (10%) or more stockholder as provided in Section 422 of the United States Internal Revenue Code of 1986 (the “Code”). Options granted pursuant to the Incentive Stock Option Agreement will expire on the date immediately preceding the tenth anniversary of the date of grant (or the date immediately preceding the fifth anniversary of the date of grant, in the case of a ten percent (10%) or more stockholder, as provided in Section 422 of the Code), unless terminated earlier. Pursuant to the Nonqualified Stock Option Agreement, participants will be granted options to purchase shares of Company Common Stock at a price equal to the fair market value per share of the Company Common Stock on the date of grant. The options issued pursuant to the Nonqualified Stock Option Agreement will expire on the date immediately preceding the tenth anniversary of the date of grant, unless terminated earlier. Pursuant to the Restricted Stock Award Agreement, participants will be granted restricted stock subject to such restrictions, price and vesting requirements set forth at the discretion of the Compensation Committee of the Company’s Board of Directors or such other committee appointed or designated by the Company’s Board of Directors to administer the 2021 Plan (the “Committee”). Restricted stock granted to participants pursuant to the Restricted Stock Award Agreement may be converted into the number of shares of Company Common Stock equal to the number of restricted stock units at such time as such units are no longer subject to restrictions as established by the Committee. Assumption of MyMD Florida Stock Options 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 “2016 Plan”), assuming all of pre-Merger MYMD Florida’s rights and obligations with respect to the options issued thereunder. In addition, under the terms of the Merger Agreement, the Company assumed all of pre-Merger MyMD Florida’s rights and obligations under pre-Merger MyMD Florida’s stock options that were outstanding immediately prior to the effective time of the Merger, and each such stock option, whether or not vested, was converted into a stock option representing the right to purchase shares of Company Common Stock, on terms substantially the same as those in effect immediately prior to the effective time, except that the number of shares of Company Common Stock issuable and the exercise price per share of such stock options was adjusted by the Exchange Ratio. Additionally, the number of shares and exercise price per share of Company Common Stock under the assumed pre-Merger MyMD Florida stock options was further adjusted by the Reverse Stock Split. Amended and Restated Certificate of Incorporation Pursuant to the Merger Agreement, on April 16, the Company filed an amended and restated certificate of incorporation (the “A&R Charter”) with the Secretary of State of the State of New Jersey, which was approved by the Company’s stockholders on April 15, 2021. Among other things, the A&R Charter (i) changed the Company’s name to MyMD Pharmaceuticals, Inc., (ii) increased the number of shares of Company Common Stock available from 100,000,000 shares to a total of 500,000,000 shares of the Company’s Common Stock, (iii) changed the structure of the board of directors from a classified board of three classes to a non-classified board of a single class, and (iv) simplified and consolidated various provisions. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The Condensed Consolidated Financial Statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of and for the years ended December 31, 2020 and 2019 included in the Company’s 2020 Form 10-K, as filed on March 1, 2021. In the opinion of the Company’s management, these condensed consolidated financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2021 and its results of operations and cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2021. |
Use of Estimates and Judgments | (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for revenue recognition, recording research and development expenses, allowances for doubtful accounts, inventory and prepaid asset write-downs, impairment of equipment and intangible assets and valuation of share-based payments. |
Functional and Presentation Currency | (c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss. |
Comprehensive Loss | (d) Comprehensive Loss The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive loss. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. |
Fair Value of Financial Instruments | (f) Fair Value of Financial Instruments The 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. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value as of March 31, 2021 and December 31, 2020. Marketable Securities: Quoted Prices in Active Quoted Prices for Significant Marketable securities at March 31, 2021 $ 30,480,537 $ - $ - Marketable securities at December 31, 2020 $ 16,718,452 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of March 31, 2021, 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 three months ended March 31, 2021 was a loss of $14,402. Gains and losses resulting from the sales of marketable securities were gains (losses) of $12,649 and $(36,714) for the three months ended March 31, 2021 and 2020, respectively. Proceeds from the sales of marketable securities in the three months ended March 31, 2021 and 2020 were $1,503,487 and $2,303,890, respectively. |
Other Receivables | (g) Other Receivables During the year ended December 31, 2020, the Company advanced MyMD Florida $1,200,000 under a secured promissory note (the “Bridge Loan Note”). During the three months ended March 31, 2021, the Company advanced additional draws of $1,800,000 to MyMD Florida under the Bridge Loan Note (see Note 3). The Company accrued interest of $26,137 during the three months ended March 31, 2021, which is included in interest and dividend income on the Condensed Consolidated Statement of Comprehensive Loss. As MyMD Florida is the surviving entity and a wholly owned subsidiary of the Company after the consummation of the Merger on April 16, 2021, the promissory note was eliminated in the consolidated financial statements of the Company after the Merger. (Note 3). |
Prepaid Expenses | (h) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are recorded as prepaid expenses. Prepaid expenses are comprised principally of prepaid insurance. |
Concentrations | (i) Concentrations Financial 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 is in excess of the FDIC insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with two banks. |
Risk Management of Cash and Investments | (j) Risk Management of Cash and Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with two brokerage firms. |
Investments | (k) Investments In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for recording investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will record these investments using the cost method. Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation. |
Research and Development Costs | (l) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf. These costs included costs incurred to acquire and develop the license for the COVID-19 vaccine project (See Note 3). |
Income Taxes | (m) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of March 31, 2021, and December 31, 2020, no liability for unrecognized tax benefits was required to be reported. There is no income tax benefit for the losses for the three months ended March 31, 2021 and 2020 since management has determined that the realization of the net deferred assets is not assured and has created a valuation allowance for the entire amount of such tax benefits. The 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 three months ended March 30, 2021 and 2020. 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. |
Basic and Diluted Earnings Per Share of Common Stock | (n) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share 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 period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of common and dilutive potential common stock outstanding during the period. As the Company reported a net loss for the three months ended March 31, 2021 and 2020, common stock equivalents were anti-dilutive. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Three Months Ended 2021 2020 Stock Options - 20 RSUs 394,680 - Warrants to purchase common stock 5,463,032 123,645 Pre-funded Warrants to purchase common stock 986,486 15,000 Series D Preferred Convertible Stock 36,496 105,677 Warrants to purchase Series C Preferred stock 27,500 995,000 Total potentially dilutive shares 6,908,194 1,239,342 |
Stock-based Payments | (o) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. |
Reclassifications | (p) Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. |
Discontinued Operations | (q) Discontinued Operations In accordance with FASB ASC 205, results of operations of a component of an entity that has either been disposed of or is held for sale is to be reported as discontinued operations in the condensed consolidated financial statements if the disposition or sale represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results (Note 5). |
Recently Issued Accounting Pronouncements | (r) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Recently Issued Accounting Pronouncements Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects 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. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | Marketable Securities: Quoted Prices in Active Quoted Prices for Significant Marketable securities at March 31, 2021 $ 30,480,537 $ - $ - Marketable securities at December 31, 2020 $ 16,718,452 $ - $ - |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Three Months Ended 2021 2020 Stock Options - 20 RSUs 394,680 - Warrants to purchase common stock 5,463,032 123,645 Pre-funded Warrants to purchase common stock 986,486 15,000 Series D Preferred Convertible Stock 36,496 105,677 Warrants to purchase Series C Preferred stock 27,500 995,000 Total potentially dilutive shares 6,908,194 1,239,342 |
Recent Developments, Liquidit_2
Recent Developments, Liquidity and Management's Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Expenses Related Public Offering [Domain] | |
Summary of Milestone Events Payment | The Milestone Payments are payable in the dollar amounts set forth in the chart below upon the achievement of the milestone events set forth opposite such dollar amount during the Milestone Period as follows: Milestone Event Milestone Payment Market capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500 million (the “First Milestone Event”). $20 million. For every $250 million incremental increase in market capitalization of the Company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1 billion market capitalization of the Company. $10 million per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1 billion, such $20 million payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event). Market Capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than $1 billion (the “Second Milestone Event”). $25 million. For every $1 billion incremental increase in market capitalization of the Company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period. $25 million per each incremental increase. |
Description of the Transactio_2
Description of the Transaction and Basis of the Pro Forma Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Schedule of Excess Cash Contribution of Anticipated Adjustment | The following table provides details of the adjustment: Excess Parent Cash Calculation Parent Cash, Cash Equivalents and Marketable Securities as of December 31, 2020 $ 35,336,407 Less Net change year-to-date (4,279,566 ) Liabilities, less non-cash items (495,306 ) Estimated operating and other expenses (1,000,000 ) Available funds under the Bridge Loan - Contribution and Assignment Agreement (1,500,000 ) Starwood Line-of-Credit Retirement (3,192,119 ) Parent Net Cash, Cash Equivalents and Marketable Securities as of April 16, 2021 $ 24,869,416 Minimum Parent Net Cash, per Merger Agreement $ 25,000,000 Less Bridge Loan, actual (3,000,000 ) Available funds under the Bridge Loan - Starwood Line-of-Credit Retirement (3,192,119 ) Adjusted Minimum Parent Net Cash, per Merger Agreement $ 18,807,881 Excess Parent Net Cash Contribution $ 6,061,535 Excess Cash Factor Calculation Excess Parent Net Cash $ 6,061,535 Divided by Valuation Peg 206,000,000 Excess Cash Factor 2.95 % Merger Share Calculation, per Merger Agreement Adjusted outstanding shares of the Company’s common stock as of April 16, 2021 9,752,195 Divided by 20% plus the Excess Cash Factor 22.95 % Merger Shares of common stock of the combined company 42,493,817 Multiplied by 80% less the Excess Cash Factor 77.05 % Estimated shares of the Company’s common stock issued to MyMD upon closing of the Merger 32,741,622 |
Preliminary Purchase Price (Tab
Preliminary Purchase Price (Tables) - Pro Forma [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Estimated Purchase Price | The accompanying unaudited pro forma condensed combined financial statements reflect an estimated purchase price of approximately $48.18 million, which consists of the following: Estimated number of shares of the combined company owned by the Company’s shareholders (1) 9,752,195 Multiplied by the price per share of the Company’s common stock (2) $ 4.94 Estimated purchase price $ 48,175,844 (1) Represents the number of shares of the combined company that the Company’s shareholders owned as of the closing of the Merger pursuant to the Merger Agreement, which, for purposes of these pro forma financial statements, is calculated as the sum of a) 8,326,730 the Company’s shares outstanding as of March 3, 2021, b) 36,496 shares of the Company’s common stock issuable upon conversion of the Company’s Series D Convertible Preferred Stock, c) 402,483 shares of the Company’s common stock issued upon settlement of the Company’s restricted stock units that vested upon the completion of the Merger, and d) 986,486 shares of the Company’s common stock underlying outstanding the Company’s pre-funded warrants. (2) $4.94 was the closing trading price of the Company’s common stock on April 16, 2021. |
Summary of Shares Issuance of Merger Agreement | The number of shares of common stock the Company issued to pre-Merger MyMD Florida shareholders (including in respect of outstanding pre-Merger MyMD Florida options), for purposes of these pro forma financial statements, is calculated pursuant to the terms of the Merger Agreement as follows: Shares of Company common stock outstanding as of April 16, 2021 8,326,730 Shares of Company common stock subject to Series D Convertible Preferred stock 36,496 Shares of Company common stock subject to outstanding restricted stock units 402,483 Shares of Company common stock subject to outstanding pre-funded warrants (1) 986,486 Adjusted outstanding shares of Company common stock 9,752,195 Divided by the assumed percentage of Company ownership of the combined company 22.95 % Estimated adjusted total shares of common stock of the combined company 42,493,817 Multiplied by the assumed percentage of pre-Merger MyMD Florida ownership of the combined company 77.05 % Estimated shares of Company common stock issued to pre-Merger MyMD Florida upon closing of the Merger (2) 32,741,622 (1) 986,486 shares of Company common stock underlying outstanding the Company’s pre-funded warrants are included in the calculation of the estimated total number of shares to be issued upon the completion of the Merger. An additional 5,463,032 shares issuable upon exercise of the outstanding the Company’s warrants with a strike price in excess of $3.44 were excluded per the Merger Agreement. (2) The common stock issued to pre-Merger MyMD Florida upon closing includes 4,188,315 shares allocated to fully vested stock options of pre-Merger MyMD Florida assumed by the Company upon closing, which will expire two years from the effective date of the Merger. Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida’s outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger. |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities | The allocation of the preliminary purchase price to the estimated fair value of the assets acquired and liabilities assumed as of March 31, 2021, (Adjustment 8) is as follows: Based on Historical Balance Sheet of the Company as of March 31, 2021 Pro Forma Adjustments (1)(2) Purchase Price Allocation – Pro Forma Total Consideration $ 48,175,844 $ - $ 48,175,844 Cash and Cash Equivalents 569,366 - 569,366 Marketable Securities 30,480,537 (1,500,000 ) 28,980,537 Other Receivables 3,026,137 (3,026,137 ) - Prepaid Expenses 221,811 - 221,811 Investment in Oravax 1,500,000 - 1,500,000 Trade and Other Payables (2,374,059 ) 811,087 (1,562,972 ) Net Tangible Assets Acquired 33,423,792 (3,715,050 ) 29,708,742 Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill $ 14,752,052 $ (3,715,050 ) $ 18,467,102 (1) Transaction costs primarily consist of printing, stock exchange, accounting and legal fees which are estimated to range from $750,000 to $1,500,000. There can be no assurance that these estimates will not change. Due to the expected volatility of the anticipated transaction costs, they are being treated as a contingent liability and have been excluded from the pro forma condensed combined financial statements. (2) The adjustments reflect the effect of the Contribution and Assignment Agreement, the elimination of the MyMD Bridge Loan and an adjustment for withholding taxes on the issuance of shares to settle the RSUs. |
Accounting Policies and Merge_2
Accounting Policies and Merger Pro Forma Adjustments (Tables) - Pro Forma [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Adjustments included in Pro Formo Condensed Combined Balance Sheet | The adjustments included in the pro forma condensed combined balance sheet are as follows: (a) To record the disbursement of the $1,500,000 investment in Oravax under the Contribution and Assignment Agreement to be paid by the Company. Description Debit Credit Trade and Other Payables $ 1,500,000 Marketable Securities $ 1,500,000 (b) To record the effect on the Consolidated Balance Sheets from the reduction of research and development expense incurred during the three months ended March 31, 2021 that are non-recurring as the result of the Contribution Transaction. Description Debit Credit Accumulated Deficit $ 10,290 Common Stock $ 10,290 (1) To record the payoff of the Starwood Line of Credit plus accumulated interest upon close of the Merger. Description Debit Credit Starwood Line of Credit $ 2,936,626 Due to Related Party 185,577 Starwood Line of Credit – Accrued Interest 257,411 Marketable Securities $ 3,379,614 (2) To record interest expense on the Company/pre-Merger MyMD Florida Bridge Loan. Description Debit Credit Accumulated Deficit $ 26,137 Other Receivables $ 26,137 (3) To reclassify the pre-Merger MyMD Florida Common Stock and Additional Paid-In Capital Description Debit Credit Pre-Merger MyMD Florida Common Stock $ 4,004 Pre-Merger MyMD Florida Additional Paid-In Capital 43,411,488 Common Stock $ 43,415,492 (4) To eliminate the Company/pre-Merger MyMD Florida Bridge Loan. Description Debit Credit Bridge Loan – Related Party $ 3,026,137 Other Receivables $ 3,026,137 (5) To record the expenses related to the modification of the outstanding pre-Merger MyMD Florida stock options’ expiration dates to comply with the Merger Agreement. Description Debit Credit Accumulated Deficit $ 37,373,172 Common Stock $ 37,373,172 (6) To record the expenses related to the accelerated vesting of the outstanding unvested Restricted Stock Units pursuant to the terms of the restricted stock unit agreements and record the federal and state withholding liability. Description Debit Credit Accumulated Deficit $ 979,757 Trade and Other Payables $ 688,913 Common Stock 290,844 (7) To reclassify the Company’s deficit account. Description Debit Credit Common Stock $ 139,662,586 Accumulated Deficit $ 139,662,449 (8) To record the acquisition value of the Merger in excess of tangible assets acquired. Description Debit Credit Goodwill $ 18,467,102 Common Stock $ 18,467,102 |
Schedule of Adjustments included in Pro Formo Condensed Combined Statement of Comprehensive Loss | The adjustment included in the pro forma condensed combined statement of comprehensive loss is as follows: (aa) To record the interest on the Company/pre-Merger MyMD Florida Bridge Loan for the three months ended March 31, 2021. Description Debit Credit Interest and Dividend Expense $ 26,137 (bb) To record the elimination of a credit balance in research and development expense incurred during the three months ended March 31, 2021 that are non-recurring as the result of the Contribution Transaction. (Note 3) Description Debit Credit Research and Development Expense $ 10,290 $ |
Schedule of Pro Formo Weighted Average Common Shares Outstanding | The following table sets forth the calculation of the pro forma weighted average number of common shares outstanding — basic and diluted: Pro Forma All Shares Issued/Issuable upon Merger Pro Forma Weighted Average Shares for the Year Ended March 31, 2021 (3) Pre-Merger MyMD Florida: Common shares issued and outstanding 73,991,413 - Stock options outstanding 10,853,360 - Total pre-Merger MyMD Florida share basis 84,844,773 - Post conversion basis at the Exchange Ratio of 0.7718 65,479,931 Effect of 1-for-2 reverse stock split (32,738,309 ) Post reverse split basis at the Exchange Ratio of 0.7718 32,741,622 - Recapitalization/Conversion of pre-Merger MyMD Florida common shares into Company common shares based on the Exchange Ratio: 28,553,307 28,553,307 Recapitalization/Conversion of pre-Merger MyMD Florida stock options into Company common shares based on the Exchange Ratio (1) 4,188,315 - 32,741,622 28,553,307 The Company pre-Merger: Common shares: issued and outstanding (2) 8,326,730 8,544,298 Post-merger: Series D Convertible Preferred stock converted to common stock 36,496 - Restricted Stock Units converted to common stock; vesting accelerated to the effective date 402,483 402,483 Pre-funded warrants convertible to common stock 986,486 - 9,752,195 8,946,781 Estimated adjusted total shares of common stock for the combined entity 42,493,817 37,500,088 (1) Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida’s outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger and are therefore being treated as unissued shares for the purposes of calculating the weighted-shares outstanding. (2) The Company’s pre-Merger common shares issued and outstanding of 8,326,730 was the actual number of common shares issued and outstanding as of March 31, 2021. (3) All outstanding stock options, Series D convertible preferred stock and pre-funded warrants exercisable for the combined company’s common stock are anti-dilutive and therefore excluded from the weighted-average shares calculation for the three months ended March 31, 2021 as referenced in the pro forma condensed combined Statement of Comprehensive Loss. |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Schedule of Trade and Other Payables | Trade and other payables consist of the following: March 31, 2021 December 31, 2020 Accounts Payable – Trade $ 1,960,284 $ 569,999 Accrued Expenses 75,467 123,613 Accounts Payable – Other (Note 3) 300,000 1,510,290 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Schedule of Discontinued Operations | The assets and liabilities of the discontinued operations have been reflected in the condensed consolidated balance sheet as of March 31, 2021 and consist of the following: March 31, 2021 December 31, 2020 Current Assets: Prepaid Expenses $ 7,700 $ 12,002 Total Assets $ 7,700 $ 12,002 Current Liabilities Trade and Other Payables $ 38,308 $ 59,393 Total Liabilities $ 38,308 $ 59,393 The results from the discontinued operations have been reflected in the condensed consolidated statements of operations for the three months ended March 31, 2021 and consist of the following: For the Three Months Ended March 31, 2021 Product Revenue $ - Product Cost of Sales 2,340 Gross Loss (2,340 ) Administrative Expenses 30,942 Regulatory and Compliance Expenses 2,110 Loss from Discontinued Operations $ (35,392 ) As a result of the discontinued operations, the previously presented 2020 financial statements have been revised to present the consolidated financial statements of the continuing operations separate from the discontinued operations. The effects on the Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2020 were as follows: For the Three Months Ended March 31, 2020 As Previously Reported Adjusted As Revised Product Revenue $ 363,515 $ 363,515 $ - Product Cost of Sales (172,871 ) (172,871 ) - Gross Income 190,644 190,644 - Research and Development Expenses 2,483,057 - 2,483,057 Administrative Expenses 1,157,732 102,584 1,055,148 Sales and Marketing Expenses 14,463 8,213 6,250 Compliance and Regulatory Expenses 72,091 72,091 - Amortization of Non-Current Assets 8,874 8,874 - Impairment of Intangible Assets 2,952 2,952 - Loss from Operations (3,548,525 ) (4,070 ) (3,544,455 ) Other (Income) Expense Gain on Investments 36,714 - 36,714 Interest and Dividend Income (46,703 ) - (46,703 ) Total Other Income (9,989 ) - (9,989 ) Loss from Continuing Operations (3,538,536 ) - (3,534,466 ) Loss from Discontinued Operations - (4,070 ) (4,070 ) Loss Before Income Taxes (3,538,536 ) - (3,538,536 ) Income Tax Benefit - - - Net Loss (3,538,536 ) - (3,538,536 ) Other Comprehensive Loss Net Unrealized Loss on Marketable Securities (240,937 ) - (240,937 ) Total Other Comprehensive Loss (240,937 ) - (240,937 ) Comprehensive Loss $ (3,779,473 ) $ - $ (3,779,473 ) |
Share-based Payments (Tables)
Share-based Payments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Pro Forma [Member] | |
Summary of Restricted Stock Units Activity | A summary of activity related to RSUs for the three months ended March 31, 2021 is presented below: Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2020 394,680 $ 4.48 Granted - - Exercised - - Vested - - Forfeited - - Canceled/Expired - - Balance at March 31, 2021 394,680 $ 4.48 |
Equity (Tables)
Equity (Tables) - Pro Forma [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Warrant Activity | The table below summarizes the warrant activity for the three months ended March 31, 2021: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 5,463,032 $ 5.57 5.31 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2021 5,463,032 $ 5.57 5.06 $ 12,094,858 Exercisable as of March 31, 2021 5,463,032 $ 5.57 5.06 $ 12,094,858 |
Pre-funded Common Stock Warrants [Member] | |
Summary of Warrant Activity | The table below summarizes the pre-funded warrant activity for the three months ended March 31, 2021: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 520,270 $ 0.002 - $ - Granted 468,216 0.002 - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2021 986,486 $ 0.002 - $ 6,350,997 Exercisable as of March 31, 2021 986,486 $ 0.002 - $ 6,350,997 |
Convertible Preferred Series C Stock Warrants [Member] | |
Summary of Warrant Activity | The table below summarizes the activity during the three months period ended March 31, 2021 for warrants issued in December 2019 for the purchase of Series C Convertible Preferred Stock: Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 27,500 $ 8.00 3.94 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at March 31, 2021 27,500 $ 8.00 3.70 $ - Exercisable as of December 31, 2020 27,500 $ 8.00 3.70 $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) - $ / shares | Apr. 16, 2021 | Apr. 16, 2021 | Mar. 23, 2020 |
Membership Interest Purchase Agreement [Member] | |||
Ownership pecentage | 100.00% | ||
Subsequent Event [Member] | Merger Agreement [Member] | |||
Option to purchase shares of common stock | 4,188,315 | ||
MyMD Pharmaceuticals (Florida), Inc [Member] | Subsequent Event [Member] | |||
Common stock par value | $ 0.001 | $ 0.001 | |
Exchange ratio price per shares | $ 0.7718 | $ 0.7718 | |
Reverse stock split | 1-for-2 reverse stock split | ||
Warrants to purchase | 986,486 | 986,486 | |
Option to purchase shares of common stock | 4,188,315 | ||
Ownership pecentage | 22.95% | 22.95% | |
MyMD Pharmaceuticals (Florida), Inc [Member] | Subsequent Event [Member] | Merger Agreement [Member] | |||
Ownership pecentage | 77.05% | 77.05% |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Loss on fair market value of equity investments | $ 14,402 | ||
(Gain)/loss on investments | 12,649 | (36,714) | |
Proceeds from sale of marketable securities | 1,503,487 | 2,303,890 | |
Short-term note receivable | 1,800,000 | ||
Accrued interest | $ 26,137 | ||
Income tax examination, likelihood percentage | The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. | ||
Unrecognized tax benefits | |||
Income tax benefit | |||
Accrued for penalties and interest | |||
Secured Promissory Note [Member] | |||
Advances to related party | $ 3,000,000 | $ 1,200,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Marketable Securities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Marketable securities | $ 30,480,537 | $ 16,718,452 |
Level 2 [Member] | ||
Marketable securities | ||
Level 3 [Member] | ||
Marketable securities |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total potentially dilutive shares | 6,908,194 | 1,239,342 |
Stock Options [Member] | ||
Total potentially dilutive shares | 20 | |
Restricted Stock Units [Member] | ||
Total potentially dilutive shares | 394,680 | |
Warrants to Purchase Common Stock [Member] | ||
Total potentially dilutive shares | 5,463,032 | 123,645 |
Pre-Funded Warrants to Purchase Common Stock [Member] | ||
Total potentially dilutive shares | 986,486 | 15,000 |
Series D Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 36,496 | 105,677 |
Warrants to Purchase Series C Preferred Stock [Member] | ||
Total potentially dilutive shares | 27,500 | 995,000 |
Recent Developments, Liquidit_3
Recent Developments, Liquidity and Management's Plans (Details Narrative) | Apr. 16, 2021USD ($)$ / sharesshares | Apr. 16, 2021USD ($)$ / sharesshares | Nov. 11, 2020USD ($) | Mar. 31, 2021USD ($)Integer | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Contribute an amount in cash | $ 569,366 | $ 18,617,955 | ||||
Trade and other payables | 300,000 | 1,510,290 | ||||
Research and development expenses | $ (19,365) | $ 2,483,057 | ||||
Trading days | Integer | 10 | |||||
Debt instrument, redemption, description | Milestone Shares to be issued be deemed to be less than $5.00 per share | |||||
Debt instrument description | Bridge Loan Advances accrue interest at 5% per annum, which may be increased to 8% per annum upon occurrence of any event of default, from the date of such default. | |||||
Secured Promissory Note [Member] | ||||||
Advances to related party | $ 3,000,000 | $ 1,200,000 | ||||
Premas Biotech PVT Ltd. [Member] | ||||||
Repayments of related party debt | 1,200,000 | |||||
Deferred cost | 300,000 | |||||
Remaining balance of vaccine license and development costs | $ 10,290 | |||||
Merger Agreement [Member] | MyMD Pharmaceuticals, Inc., [Member] | ||||||
Accrued interest percentage | 5.00% | |||||
Merger Agreement [Member] | MyMD Pharmaceuticals, Inc., [Member] | Maximum [Member] | ||||||
Loans payable | $ 3,000,000 | |||||
Subsequent Event [Member] | ||||||
Description of contribution transaction | Cause Cystron to contribute substantially all of the assets associated with its business or developing and manufacturing Cystron's COVID-19 vaccine candidate to Oravax. In consideration for the Company's commitment to consummate the Contribution Transaction, Oravax issued to the Company 390,000 shares of its capital stock (equivalent to 13% of Oravax's outstanding capital stock on a fully diluted basis) and assumed all of the obligations or liabilities in respect of the assets of Cystron (excluding certain amounts due to Premas), including the obligations under the license agreement with Premas. In addition, Oravax agreed to pay future royalties to the Company equal to 2.5% of all net sales of products (or combination products) manufactured, tested, distributed and/or marketed by Oravax or its subsidiaries. | |||||
Royalty payments to sellers, percentage | 0.025 | |||||
Subsequent Event [Member] | MyMD Pharmaceuticals (Florida), Inc [Member] | ||||||
Warrants to purchase | shares | 986,486 | 986,486 | ||||
Option to purchase shares of common stock | shares | 4,188,315 | |||||
Subsequent Event [Member] | Contribution Agreement [Member] | ||||||
Contribute an amount in cash | $ 1,500,000 | $ 1,500,000 | ||||
Contribute transaction of issuance of capital stock | shares | 390,000 | 390,000 | ||||
Subsequent Event [Member] | Merger Agreement [Member] | ||||||
Issuance of post reverse stock split | shares | 28,553,307 | |||||
Exchange ratio percentage | 77.05% | |||||
Agreement description | Upon completion of the Merger and the transactions contemplated in the Merger Agreement, the former stakeholders of MyMD Florida held approximately 77.39% of the Company's Common Stock outstanding on a fully diluted basis, assuming the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company Common Stock and including 4,188,315 shares of Company Common Stock underlying options to purchase shares of MyMD Florida Common Stock assumed by the company at closing and after adjustments based on the Company's net cash at closing. Holders of pre-Merger common stock of the Company held approximately 22.95% of the outstanding equity of the Company. Also upon completion of the Merger and the transactions contemplated by the Merger Agreement, the Company assumed 4,188,315 MyMD Florida stock options subject to certain terms contained in the Merger Agreement (including, but not limited to, the amendment of such stock option to extend the term of such stock option for a period expiring on April 16, 2024, the second-year anniversary of the Merger (the "Option Exercise Period"). | |||||
Option to purchase shares of common stock | shares | 4,188,315 | |||||
Subsequent Event [Member] | Merger Agreement [Member] | Pre-funded Warrants [Member] | ||||||
Warrants to purchase | shares | 986,486 | 986,486 | ||||
Subsequent Event [Member] | Merger Agreement [Member] | MyMD Pharmaceuticals (Florida), Inc [Member] | ||||||
Shares issued price per share | $ / shares | $ 0.7718 | $ 0.7718 | ||||
Issuance of shares of potential milestone payments | shares | 28,553,307 |
Recent Developments, Liquidit_4
Recent Developments, Liquidity and Management's Plans - Summary of Milestone Events Payment (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Milestone Period One [Member] | |
Milestone Event | Market capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500 million (the "First Milestone Event"). |
Milestone Payment | $20 million. |
Milestone Period Two [Member] | |
Milestone Event | For every $250 million incremental increase in market capitalization of the Company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1 billion market capitalization of the Company. |
Milestone Payment | $10 million per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1 billion, such $20 million payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event). |
Milestone Period Three [Member] | |
Milestone Event | Market Capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than $1 billion (the "Second Milestone Event"). |
Milestone Payment | $25 million. |
Milestone Period Four [Member] | |
Milestone Event | For every $1 billion incremental increase in market capitalization of the Company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period. |
Milestone Payment | $25 million per each incremental increase. |
Recent Developments, Liquidit_5
Recent Developments, Liquidity and Management's Plans - Summary of Milestone Events Payment (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2021USD ($)Integer | |
Number of consecutive trading days | Integer | 10 |
Milestone Period One [Member] | |
Number of trading days | Integer | 10 |
Number of consecutive trading days | Integer | 20 |
Market capitalization | $ 500,000,000 |
Payments to milestone | $ 20,000,000 |
Milestone Period Two [Member] | |
Number of trading days | Integer | 10 |
Number of consecutive trading days | Integer | 20 |
Increase in market capitalization | $ 250,000,000 |
Incremental increase payable | 20,000,000 |
Milestone Period Two [Member] | Maximum [Member] | |
Market capitalization | 1,000,000,000 |
Payments to milestone | $ 10,000,000 |
Milestone Period Three [Member] | |
Number of trading days | Integer | 10 |
Number of consecutive trading days | Integer | 20 |
Market capitalization | $ 1,000,000,000 |
Payments to milestone | $ 25,000,000 |
Milestone Period Four [Member] | |
Number of trading days | Integer | 10 |
Number of consecutive trading days | Integer | 20 |
Increase in market capitalization | $ 1,000,000,000 |
Milestone Period Four [Member] | Maximum [Member] | |
Payments to milestone | $ 25,000,000 |
Description of the Transactio_3
Description of the Transaction and Basis of the Pro Forma Presentation (Details Narrative) - USD ($) | Mar. 18, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, shares issued | 8,326,730 | 8,792,946 | |
Common stock, shares outstanding | 8,326,730 | 8,792,946 | |
Pro Forma [Member] | |||
Common stock, per share | $ 0.7718 | ||
Equity ownership, percentage | 22.95% | ||
Common stock, shares outstanding | 40,043,504 | ||
Stock options, outstanding | |||
Contribution and assignment agreement, description | The Company entered into a Contribution and Assignment Agreement (the "Contribution and Assignment Agreement") by and among the Company, Cystron Biotech, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Cystron"), and Oravax Medical, Inc. ("Oravax"), pursuant to which the Company agreed to contribute (i) an amount in cash equal to $1,500,000 to Oravax, (ii) cause Cystron to contribute substantially all of the assets associated with its business of developing and manufacturing a COVID-19 Vaccine Candidate to Oravax, and deliver to Premas on behalf of Cystron $1,200,000 in satisfaction of all current accrued and unpaid milestone payments due pursuant to the Amended and Restated License Agreement, dated March 19, 2020, between Cystron and Premas (the "License Agreement," and such transaction, the "Contribution Transaction"). The aggregate purchase price for the contribution consisted of 390,000 shares of capital stock of Oravax, or 13% of the projected outstanding shares of Oravax (the "Oravax Shares") and the assumption of all obligations or liabilities in respect of the assets of Cystron, including the License Agreement. In addition, Oravax agreed to pay future royalties to the Company equal to 2.5% of all net sales of products (or combination products) manufactured, tested, distributed and/or marketed by Oravax or its subsidiaries. In addition to the cash amount equal to $1,200,000, the Company will hold for payment and delivery, an additional amount equal to $300,000 and 67,286 shares of the Company's common stock and 72,922 shares of the Company's Series D Convertible Preferred Stock, due to Premas, to be paid and delivered at a future date upon Premas obtaining the requisite permissions from Indian Authorities and making a demand on the Company for payment and delivery of the same. For the avoidance of doubt, the 134,572 shares of Akers common stock and 72,992 shares of the Company's Series D Convertible Preferred Stock referred to in the preceding sentence were previously issued and are outstanding in the stock books of the Company registered in the name of Premas. | ||
Pro Forma [Member] | Minimum [Member] | |||
Transaction costs | $ 750,000 | ||
Pro Forma [Member] | Maximum [Member] | |||
Transaction costs | $ 1,500,000 | ||
Pro Forma [Member] | Supera Merger [Member] | |||
Equity ownership, percentage | 40.00% | ||
Reimbursement expenses | $ 444,000 | ||
Pro Forma [Member] | Starwood Line of Credit Merger [Member] | |||
Reduction to minimum cash contribution merger | $ 25,000,000 | ||
Pro Forma [Member] | MyMD Pharmaceuticals, Inc., [Member] | |||
Equity ownership, percentage | 77.05% | ||
Number of shares issued, shares | 28,553,307 | ||
Number of stock options issued | 4,188,315 | ||
Common stock, shares issued | 73,991,413 | ||
Common stock, shares outstanding | 73,991,413 | ||
Stock options, outstanding | 10,853,360 | ||
Debt instrument, face amount | $ 3,000,000 | ||
Pro Forma [Member] | MyMD Pharmaceuticals, Inc., [Member] | Supera Share Holder [Member] | |||
Number of shares issued, shares | 33,937,909 | ||
Pro Forma [Member] | MyMD Pharmaceuticals, Inc., [Member] | Supera Merger [Member] | |||
Common stock, per share | $ 1.3575 | ||
Equity ownership, percentage | 60.00% |
Description of the Transactio_4
Description of the Transaction and Basis of the Pro Forma Presentation - Schedule of Excess Cash Contribution of Anticipated Adjustment (Details) - Pro Forma [Member] - USD ($) | 4 Months Ended |
Apr. 16, 2021 | |
Parent Cash, Cash Equivalents and Marketable Securities as of December 31, 2020 | $ 35,336,407 |
Less: Net change year-to-date | (4,279,566) |
Less: Liabilities, less non-cash items | (495,306) |
Less: Estimated operating and other expenses | (1,000,000) |
Less: Available funds under the Bridge Loan | |
Less: Contribution and Assignment Agreement | (1,500,000) |
Less: Starwood Line-of-Credit Retirement | (3,192,119) |
Parent Net Cash, Cash Equivalents and Marketable Securities as of April 16, 2021 | (24,869,416) |
Minimum Parent Net Cash, per Merger Agreement | 25,000,000 |
Less: Bridge Loan, actual | (3,000,000) |
Less: Available funds under the Bridge Loan | |
Less: Starwood Line-of-Credit Retirement | (3,192,119) |
Adjusted Minimum Parent Net Cash, per Merger Agreement | 18,807,881 |
Excess Parent Net Cash Contribution | 6,061,535 |
Excess Cash Factor Calculation: Excess Parent Net Cash | 6,061,535 |
Excess Cash Factor Calculation: Divided by Valuation Peg | $ 206,000,000 |
Excess Cash Factor, percentage | 2.95% |
Adjusted outstanding shares of the Company's common stock as of April 16, 2021 | 9,752,195 |
Divided by 20% plus the Excess Cash Factor | 22.95% |
Merger Shares of common stock of the combined company | 42,493,817 |
Multiplied by 80% less the Excess Cash Factor | 77.05% |
Estimated shares of the Company's common stock issued to pre-Merger MyMD upon closing of the Merger | 32,741,622 |
Preliminary Purchase Price (Det
Preliminary Purchase Price (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Pro Forma [Member] | |
Estimated purchase price | $ 48,180,000 |
Preliminary Purchase Price - Sc
Preliminary Purchase Price - Schedule of Estimated Purchase Price (Details) - Pro Forma [Member] | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Estimated number of shares of the combined company owned by the Company's shareholders | shares | 9,752,195 | [1] |
Multiplied by the price per share of the Company's common stock | $ / shares | $ 4.94 | [2] |
Estimated purchase price | $ | $ 48,175,844 | |
[1] | Represents the number of shares of the combined company that the Company's shareholders owned as of the closing of the merger pursuant to the merger agreement, which, for purposes of these pro forma financial statements, is calculated as the sum of a) 8,326,730 the Company's shares outstanding as of March 3, 2021, b) 36,496 shares of the Company's common stock issuable upon conversion of the Company's Series D Convertible Preferred Stock, c) 402,483 shares of the Company's common stock issued upon settlement of the Company's restricted stock units that vested upon the completion of the merger, and d) 986,486 shares of the Company's common stock underlying outstanding the Company's pre-funded warrants. | |
[2] | $4.94 was the closing trading price of the Company's common stock on April 16, 2021. |
Preliminary Purchase Price - _2
Preliminary Purchase Price - Schedule of Estimated Purchase Price (Details) (Parenthetical) - Pro Forma [Member] - $ / shares | Apr. 16, 2021 | Mar. 03, 2021 | |
Shares outstanding | 8,326,730 | ||
Subsequent Event [Member] | |||
Shares outstanding | 8,326,730 | ||
Number of shares issuable upon conversion | 36,496 | ||
Number of shares issuable upon settlement | 402,483 | ||
Number of warrants outstanding | [1] | 986,486 | |
Trading price, closing | $ 4.94 | ||
Restricted Stock [Member] | |||
Number of shares issuable upon settlement | 402,483 | ||
Series D Convertible Preferred Stock [Member] | |||
Number of shares issuable upon conversion | 36,496 | ||
Pre-funded Warrants [Member] | |||
Number of warrants outstanding | 986,486 | ||
[1] | 986,486 shares of Company common stock underlying outstanding the Company's pre-funded warrants are included in the calculation of the estimated total number of shares to be issued upon the completion of the Merger. An additional 5,463,032 shares issuable upon exercise of the outstanding the Company's warrants with a strike price in excess of $3.44 were excluded per the Merger Agreement. |
Preliminary Purchase Price - Su
Preliminary Purchase Price - Summary of Shares Issuance of Merger Agreement (Details) - Pro Forma [Member] - shares | Apr. 16, 2021 | Apr. 16, 2021 | Mar. 03, 2021 | |
Shares of Company common stock outstanding as of April 16, 2021 | 8,326,730 | |||
Divided by the assumed percentage of Company ownership of the combined company | 22.95% | |||
Estimated adjusted total shares of common stock of the combined company | 42,493,817 | |||
Multiplied by the assumed percentage of pre-Merger MyMD Florida ownership of the combined company | 77.05% | |||
Estimated shares of Company's common stock issued to pre-Merger MyMD Florida upon closing of the Merger | 32,741,622 | |||
Subsequent Event [Member] | ||||
Shares of Company common stock outstanding as of April 16, 2021 | 8,326,730 | 8,326,730 | ||
Shares of Company common stock subject to Series D Convertible Preferred stock | 36,496 | 36,496 | ||
Shares of Company common stock subject to outstanding restricted stock units | 402,483 | |||
Shares of Company common stock subject to outstanding pre-funded warrants | [1] | 986,486 | 986,486 | |
Adjusted outstanding shares of Company common stock | 9,752,195 | |||
Divided by the assumed percentage of Company ownership of the combined company | 22.95% | |||
Estimated adjusted total shares of common stock of the combined company | 42,493,817 | |||
Multiplied by the assumed percentage of pre-Merger MyMD Florida ownership of the combined company | 77.05% | |||
Estimated shares of Company's common stock issued to pre-Merger MyMD Florida upon closing of the Merger | [2] | 32,741,622 | ||
[1] | 986,486 shares of Company common stock underlying outstanding the Company's pre-funded warrants are included in the calculation of the estimated total number of shares to be issued upon the completion of the Merger. An additional 5,463,032 shares issuable upon exercise of the outstanding the Company's warrants with a strike price in excess of $3.44 were excluded per the Merger Agreement. | |||
[2] | The common stock issued to pre-Merger MyMD Florida upon closing includes 4,188,315 shares allocated to fully vested stock options of pre-Merger MyMD Florida assumed by the Company upon closing, which will expire two years from the effective date of the Merger. Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida's outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger. |
Preliminary Purchase Price - _3
Preliminary Purchase Price - Summary of Shares Issuance of Merger Agreement (Details) (Parenthetical) - Pro Forma [Member] - $ / shares | 4 Months Ended | ||
Apr. 16, 2021 | Mar. 31, 2021 | ||
Number of fully vested stock options, outstanding | |||
Subsequent Event [Member] | |||
Number of warrants outstanding | [1] | 986,486 | |
Number of shares issuable upon outstanding warrants | 5,463,032 | ||
Strike price | $ 3.44 | ||
Number of fully vested stock options, outstanding | 4,188,315 | ||
[1] | 986,486 shares of Company common stock underlying outstanding the Company's pre-funded warrants are included in the calculation of the estimated total number of shares to be issued upon the completion of the Merger. An additional 5,463,032 shares issuable upon exercise of the outstanding the Company's warrants with a strike price in excess of $3.44 were excluded per the Merger Agreement. |
Preliminary Purchase Price - _4
Preliminary Purchase Price - Schedule of Estimated Fair Value of Assets Acquired and Liabilities (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Pro Forma [Member] | ||
Total Consideration | $ 48,175,844 | |
Cash and Cash Equivalents | 569,366 | |
Marketable Securities | 30,480,537 | |
Other Receivables | 3,026,137 | |
Prepaid Expenses | 221,811 | |
Investment in Oravax | 1,500,000 | |
Trade and Other Payables | (2,374,059) | |
Net Tangible Assets Acquired | 33,423,792 | |
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill | 14,752,052 | |
Pro Forma Adjustments [Member] | ||
Total Consideration | [1],[2] | |
Cash and Cash Equivalents | [1],[2] | |
Marketable Securities | (1,500,000) | [1],[2] |
Other Receivables | (3,026,137) | [1],[2] |
Prepaid Expenses | [1],[2] | |
Investment in Oravax | [1],[2] | |
Trade and Other Payables | 811,087 | |
Net Tangible Assets Acquired | (3,715,050) | [1],[2] |
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill | (3,715,050) | [1],[2] |
Purchase Price Allocation - Pro Forma [Member] | ||
Total Consideration | 48,175,844 | |
Cash and Cash Equivalents | 569,366 | |
Marketable Securities | 28,980,537 | |
Other Receivables | ||
Prepaid Expenses | 221,811 | |
Investment in Oravax | 1,500,000 | |
Trade and Other Payables | (1,562,972) | |
Net Tangible Assets Acquired | 29,708,742 | |
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill | $ 18,467,102 | |
[1] | The adjustments reflect the effect of the Contribution and Assignment Agreement, the elimination of the MYMD Bridge Loan and an adjustment for withholding taxes on the issuance of shares to settle the RSUs. | |
[2] | Transaction costs primarily consist of printing, stock exchange, accounting and legal fees which are estimated to range from $750,000 to $1,500,000. There can be no assurance that these estimates will not change. Due to the expected volatility of the anticipated transaction costs, they are being treated as a contingent liability and have been excluded from the pro forma condensed combined financial statements. |
Preliminary Purchase Price - _5
Preliminary Purchase Price - Schedule of Estimated Fair Value of Assets Acquired and Liabilities (Details) (Parenthetical) - Pro Forma [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Minimum [Member] | |
Transaction costs | $ 750,000 |
Maximum [Member] | |
Transaction costs | $ 1,500,000 |
Accounting Policies and Merge_3
Accounting Policies and Merger Pro Forma Adjustments (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss from continuing operations | $ (1,447,271) | $ (3,534,466) | ||
Net loss from discontinued operations | (35,392) | (4,070) | ||
Shareholders' equity | 33,423,792 | 6,817,451 | $ 34,579,466 | $ 9,355,170 |
Accumulated deficit | (138,646,402) | (137,163,739) | ||
Cash flows used in operating activities | (2,482,947) | (1,966,983) | ||
Net Loss | (1,482,663) | (3,538,536) | ||
Decrease in trade and other payables | (1,368,151) | 531,819 | ||
Series D Convertible Preferred Stock [Member] | ||||
Shareholders' equity | 144,524 | 418,479 | $ 144,524 | |
Net Loss | ||||
Pro Forma [Member] | ||||
Investments | $ 1,500,000 | |||
Common shares issued and outstanding | 37,282,520 | |||
Cash on hand | $ 569,366 | |||
Marketable securities | 30,480,537 | |||
Net loss from continuing operations | (4,443,511) | |||
Net loss from discontinued operations | (35,292) | |||
Working capital | 31,923,792 | |||
Shareholders' equity | 42,959,221 | |||
Accumulated deficit | (88,670,222) | |||
Cash flows used in operating activities | 2,482,947 | |||
Net Loss | (1,482,663) | $ (3,538,536) | ||
Decrease in trade and other payables | (1,368,151) | |||
Non-cash share-based compensation | $ 326,989 | |||
Pro Forma [Member] | Series D Convertible Preferred Stock [Member] | ||||
Common shares issued and outstanding | 36,496 | |||
Pro Forma [Member] | Pre-funded Warrants [Member] | ||||
Common shares issued and outstanding | 986,486 | |||
Pro Forma [Member] | Stock Options [Member] | ||||
Common shares issued and outstanding | 4,188,315 |
Accounting Policies and Merge_4
Accounting Policies and Merger Pro Forma Adjustments - Schedule of Adjustments included in Pro Formo Condensed Combined Balance Sheet (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Trade and Other Payables | $ 2,335,751 | $ 2,203,902 |
Marketable Securities | 30,480,537 | 16,718,452 |
Accumulated Deficit | (138,646,402) | (137,163,739) |
Common Stock | 171,925,670 | 171,598,681 |
Other Receivables | 3,026,137 | $ 1,200,009 |
Pro Forma [Member] | ||
Trade and Other Payables | 3,767,777 | |
Marketable Securities | 25,600,923 | |
Accumulated Deficit | (88,670,222) | |
Common Stock | ||
Other Receivables | ||
Additional Paid-In Capital | ||
Bridge Loan - Related Party | ||
Goodwill | 18,467,102 | |
Pro Forma [Member] | Bridge Loan [Member] | ||
Other Receivables | 3,026,137 | |
Bridge Loan - Related Party | 3,026,137 | |
Pro Forma [Member] | Interest Expense [Member] | ||
Accumulated Deficit | 26,137 | |
Other Receivables | 26,137 | |
Pro Forma [Member] | Investments [Member] | ||
Trade and Other Payables | 1,500,000 | |
Marketable Securities | 1,500,000 | |
Pro Forma [Member] | Asset Combination Transaction [Member] | ||
Accumulated Deficit | 10,290 | |
Common Stock | 10,290 | |
Pro Forma [Member] | Accumulated Interest [Member] | ||
Marketable Securities | 3,379,614 | |
Starwood Line of Credit | 2,936,626 | |
Due to Related Party | 185,577 | |
Starwood Line of Credit - Accrued Interest | 257,411 | |
Pro Forma [Member] | Common Stock and Additional Paid-In Capital [Member] | ||
Common Stock | 43,415,492 | |
Pro Forma [Member] | Common Stock and Additional Paid-In Capital [Member] | MyMD Pharmaceuticals, Inc., [Member] | ||
Common Stock | 4,004 | |
Additional Paid-In Capital | 43,411,488 | |
Pro Forma [Member] | Expenses Related to Modification [Member] | ||
Accumulated Deficit | 37,373,172 | |
Common Stock | 37,373,172 | |
Pro Forma [Member] | Federal and State Withholding Liability [Member] | ||
Trade and Other Payables | 688,913 | |
Accumulated Deficit | 979,757 | |
Common Stock | 290,844 | |
Pro Forma [Member] | Deficit [Member] | ||
Accumulated Deficit | 139,662,586 | |
Common Stock | 139,662,449 | |
Pro Forma [Member] | Tangible Assets [Member] | ||
Common Stock | 18,467,102 | |
Goodwill | $ 18,467,102 |
Accounting Policies and Merge_5
Accounting Policies and Merger Pro Forma Adjustments - Schedule of Adjustments included in Pro Formo Condensed Combined Statement of Comprehensive Loss (Details) - Pro Forma [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Research and Development Expenses | $ 2,483,057 | |
Interest on Bridge Loan [Member] | ||
Interest and Dividend Expense | $ 26,137 | |
Research and Development Expense [Member] | ||
Research and Development Expenses | $ 10,290 |
Accounting Policies and Merge_6
Accounting Policies and Merger Pro Forma Adjustments - Schedule of Pro Formo Weighted Average Common Shares Outstanding (Details) - shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Estimated adjusted total shares of common stock for the combined entity | 8,544,298 | 1,113,737 | |
Pro Forma [Member] | |||
Common shares issued and outstanding | 37,282,520 | ||
Estimated adjusted total shares of common stock for the combined entity | [1] | 37,500,088 | |
Akers pre-merger [Member] | Pro Forma [Member] | |||
Common shares issued and outstanding | [1],[2] | 8,544,298 | |
Akers post-merger [Member] | Pro Forma [Member] | |||
Estimated adjusted total shares of common stock for the combined entity | [1] | 8,946,781 | |
Series D Convertible Preferred stock converted to common stock | [1] | ||
Restricted Stock Units converted to common stock; vesting accelerated to the effective date | [1] | 402,483 | |
Pre-funded warrants convertible to common stock | [1] | ||
All Shares Issued/Issuable Upon Merger [Member] | |||
Estimated adjusted total shares of common stock for the combined entity | 42,493,817 | ||
All Shares Issued/Issuable Upon Merger [Member] | Akers pre-merger [Member] | |||
Common shares issued and outstanding | [2] | 8,326,730 | |
All Shares Issued/Issuable Upon Merger [Member] | Akers post-merger [Member] | |||
Estimated adjusted total shares of common stock for the combined entity | 9,752,195 | ||
Series D Convertible Preferred stock converted to common stock | 36,496 | ||
Restricted Stock Units converted to common stock; vesting accelerated to the effective date | 402,483 | ||
Pre-funded warrants convertible to common stock | 986,486 | ||
MyMD Pharmaceuticals, Inc., [Member] | MYMD pre-merger [Member] | Pro Forma [Member] | |||
Common shares issued and outstanding | [1] | ||
Stock options outstanding | [1] | ||
Total pre-Merger MyMD Florida share basis | [1] | ||
Post conversion basis at the Exchange Ratio of 0.7718 | [1] | ||
Effect of 1-for-2 reverse stock split | |||
Post reverse split basis at the Exchange Ratio of 0.7718 | [1] | ||
Recapitalization/Conversion of pre-Merger MyMD Florida common shares into Company common shares based on the Exchange Ratio: | [1] | 28,533,307 | |
Recapitalization/Conversion of pre-Merger MyMD Florida stock options into Company common shares based on the Exchange Ratio(1) | [1],[3] | ||
Estimated adjusted total shares of common stock for the combined entity | [1] | 28,533,307 | |
MyMD Pharmaceuticals, Inc., [Member] | All Shares Issued/Issuable Upon Merger [Member] | MYMD pre-merger [Member] | |||
Common shares issued and outstanding | 73,911,413 | ||
Stock options outstanding | 10,853,360 | ||
Total pre-Merger MyMD Florida share basis | 84,844,773 | ||
Post conversion basis at the Exchange Ratio of 0.7718 | 65,479,931 | ||
Effect of 1-for-2 reverse stock split | (32,738,309) | ||
Post reverse split basis at the Exchange Ratio of 0.7718 | 32,741,622 | ||
Recapitalization/Conversion of pre-Merger MyMD Florida common shares into Company common shares based on the Exchange Ratio: | 28,553,307 | ||
Recapitalization/Conversion of pre-Merger MyMD Florida stock options into Company common shares based on the Exchange Ratio(1) | [3] | 4,188,315 | |
Estimated adjusted total shares of common stock for the combined entity | 32,741,622 | ||
[1] | All outstanding stock options, Series D convertible preferred stock and pre-funded warrants exercisable for the combined company's common stock are anti-dilutive and therefore excluded from the weighted-average shares calculation for the three months ended March 31, 2021 as referenced in the pro forma condensed combined Statement of Comprehensive Loss. | ||
[2] | The Company's pre-Merger common shares issued and outstanding of 8,326,730 was the actual number of common shares issued and outstanding as of March 31, 2021. | ||
[3] | Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida's outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger and are therefore being treated as unissued shares for the purposes of calculating the weighted-shares outstanding |
Accounting Policies and Merge_7
Accounting Policies and Merger Pro Forma Adjustments - Schedule of Pro Formo Weighted Average Common Shares Outstanding (Details) (Parenthetical) - All Shares Issued/Issuable Upon Merger [Member] | 3 Months Ended | |
Mar. 31, 2021shares | ||
Akers pre-merger [Member] | ||
Common shares issued and outstanding | 8,326,730 | [1] |
Akers pre-merger [Member] | Akers Biosciences, Inc. and Subsidiaries [Member] | ||
Common shares issued and outstanding | 8,326,730 | |
MyMD Pharmaceuticals, Inc., [Member] | MYMD pre-merger [Member] | ||
Conversion of stock, description | Exchange Ratio of 0.7718 | |
Reverse stock split | 1-for-2 reverse stock split | |
Reverse split basis at the exchange ratio | 0.7718 | |
Common shares issued and outstanding | 73,911,413 | |
[1] | The Company's pre-Merger common shares issued and outstanding of 8,326,730 was the actual number of common shares issued and outstanding as of March 31, 2021. |
Trade and Other Payables - Sche
Trade and Other Payables - Schedule of Trade and Other Payables (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Payable - Other (Note 3) | $ 300,000 | $ 1,510,290 |
Pro Forma [Member] | ||
Accounts Payable - Trade | 1,960,284 | 569,999 |
Accrued Expenses | 123,613 | |
Accounts Payable - Other (Note 3) | 300,000 | 1,510,290 |
Trade and Other Payables, Total | $ 2,335,751 | $ 2,203,902 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Prepaid expenses | $ 214,111 | $ 294,343 | |
Total Assets | 35,797,851 | 36,842,761 | |
Trade and Other Payables of Discontinued Operations | 2,335,751 | 2,203,902 | |
Total Liabilities | 2,374,059 | 2,263,295 | |
Product Revenue | |||
Gross Income (Loss) | |||
Administrative Expenses | 1,508,336 | 1,055,148 | |
Sales and Marketing Expenses | 6,250 | ||
Impairment of Intangible Assets | |||
Loss from Operations | (1,488,971) | (3,544,455) | |
Gain on Investments | (12,649) | 36,714 | |
Interest and Dividend Income | (43,453) | (46,703) | |
Total Other Income | (41,700) | (9,989) | |
Loss from Continuing Operations | (1,447,271) | (3,534,466) | |
Income Tax Benefit | |||
Net Loss | (1,482,663) | (3,538,536) | |
Net Unrealized Loss on Marketable Securities | (240,937) | ||
Total Other Comprehensive Loss | (240,937) | ||
Comprehensive Loss | (1,482,663) | (3,779,473) | |
Pro Forma [Member] | |||
Prepaid expenses | 223,029 | ||
Total Assets | 46,797,598 | ||
Trade and Other Payables of Discontinued Operations | 3,767,777 | ||
Total Liabilities | 3,838,377 | ||
Product Revenue | |||
Product Cost of Sales | |||
Gross Income (Loss) | |||
Administrative Expenses | 2,755,584 | 1,055,148 | |
Loss from Discontinued Operations | (4,070) | ||
Research and Development Expenses | 2,483,057 | ||
Sales and Marketing Expenses | 6,250 | ||
Compliance and Regulatory Expenses | |||
Amortization of Non-Current Assets | |||
Impairment of Intangible Assets | |||
Loss from Operations | (3,798,510) | (3,544,455) | |
Gain on Investments | (12,649) | 36,714 | |
Interest and Dividend Income | (46,703) | ||
Total Other Income | 65,401 | (9,989) | |
Loss from Continuing Operations | (4,443,511) | (3,534,466) | |
Loss Before Income Taxes | (3,538,536) | ||
Income Tax Benefit | |||
Net Loss | (1,482,663) | (3,538,536) | |
Net Unrealized Loss on Marketable Securities | (240,937) | ||
Total Other Comprehensive Loss | (240,937) | ||
Comprehensive Loss | (3,779,473) | ||
Pro Forma [Member] | As Previously Reported [Member] | |||
Product Revenue | 363,515 | ||
Product Cost of Sales | (172,871) | ||
Gross Income (Loss) | 190,644 | ||
Administrative Expenses | 1,157,732 | ||
Loss from Discontinued Operations | |||
Research and Development Expenses | 2,483,057 | ||
Sales and Marketing Expenses | 14,463 | ||
Compliance and Regulatory Expenses | 72,091 | ||
Amortization of Non-Current Assets | 8,874 | ||
Impairment of Intangible Assets | 2,952 | ||
Loss from Operations | (3,548,525) | ||
Gain on Investments | 36,714 | ||
Interest and Dividend Income | (46,703) | ||
Total Other Income | (9,989) | ||
Loss from Continuing Operations | (3,538,536) | ||
Loss Before Income Taxes | (3,538,536) | ||
Income Tax Benefit | |||
Net Loss | (3,538,536) | ||
Net Unrealized Loss on Marketable Securities | (240,937) | ||
Total Other Comprehensive Loss | (240,937) | ||
Comprehensive Loss | (3,779,473) | ||
Pro Forma [Member] | Adjustment [Member] | |||
Product Revenue | 363,515 | ||
Product Cost of Sales | (172,871) | ||
Gross Income (Loss) | 190,644 | ||
Administrative Expenses | 102,584 | ||
Loss from Discontinued Operations | (4,070) | ||
Research and Development Expenses | |||
Sales and Marketing Expenses | 8,213 | ||
Compliance and Regulatory Expenses | 72,091 | ||
Amortization of Non-Current Assets | 8,874 | ||
Impairment of Intangible Assets | 2,952 | ||
Loss from Operations | (4,070) | ||
Gain on Investments | |||
Interest and Dividend Income | |||
Total Other Income | |||
Loss from Continuing Operations | |||
Loss Before Income Taxes | |||
Income Tax Benefit | |||
Net Loss | |||
Net Unrealized Loss on Marketable Securities | |||
Total Other Comprehensive Loss | |||
Comprehensive Loss | |||
Pro Forma [Member] | Discontinued Operations [Member] | |||
Prepaid expenses | 7,700 | 12,002 | |
Total Assets | 7,700 | 12,002 | |
Trade and Other Payables of Discontinued Operations | 38,308 | 38,308 | |
Total Liabilities | 38,308 | $ 38,308 | |
Product Revenue | |||
Product Cost of Sales | 2,340 | ||
Gross Income (Loss) | (2,340) | ||
Administrative Expenses | 30,942 | ||
Regulatory and Compliance Expenses | 2,110 | ||
Loss from Discontinued Operations | $ (35,952) |
Share-based Payments (Details N
Share-based Payments (Details Narrative) - Pro Forma [Member] - USD ($) | Sep. 11, 2020 | Aug. 27, 2020 | Mar. 29, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 07, 2018 | Aug. 07, 2017 | Jan. 23, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Outstanding stock options | ||||||||
Stock option expenses | ||||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of stock option to purchase shares of common stock | 394,680 | 7,803 | ||||||
Aggregate intrinsic value exercise price of options | $ 4.48 | $ 46.56 | ||||||
Vesting rights description | Such RSUs were granted under the 2018 Plan, as amended. Fifty percent (50%) of each RSU was to vest on the first anniversary date of the grant and the remaining fifty percent (50%) was to vest on the second anniversary date; provided that the RSUs shall vest immediately upon the occurrence of (i) a change in control, provided that the director is employed by or providing services to the Company and its affiliates on the closing date of such change of control, or (ii) the director's termination of employment of service by the Company was without cause. | |||||||
Unamortized value | 1,037,890 | |||||||
Restricted stock unit expense | $ 326,989 | $ 1,302 | ||||||
2013 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized during period | 2,162 | |||||||
Amended Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of available for grants | 755 | |||||||
Amended Plan [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of stock option to purchase shares of common stock | 1,407 | |||||||
2017 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized during period | 3,516 | |||||||
Number of available for grants | 1,984 | |||||||
2017 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of stock option to purchase shares of common stock | 1,532 | |||||||
2018 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized during period | 560,063 | 39,063 | ||||||
Number of available for grants | 157,580 | |||||||
Number of additional shares authorized during period | 521,000 | |||||||
2018 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of stock option to purchase shares of common stock | 402,483 |
Share-based Payments - Summary
Share-based Payments - Summary of Restricted Stock Units Activity (Details) - Pro Forma [Member] - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of RSUs, Beginning Balance | shares | 394,680 |
Number of RSUs, Granted | shares | |
Number of RSUs, Exercised | shares | |
Number of RSUs, Vested | shares | |
Number of RSUs, Forfeited | shares | |
Number of RSUs, Cancelled/Expired | shares | |
Number of RSUs, Ending Balance | shares | 394,680 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 4.48 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | |
Weighted Average Grant Date Fair Value, Exercised | $ / shares | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | |
Weighted Average Grant Date Fair Value, Cancelled/Expired | $ / shares | |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 4.48 |
Equity (Details Narrative)
Equity (Details Narrative) - Pro Forma [Member] - $ / shares | Feb. 11, 2021 | Mar. 31, 2021 | Mar. 03, 2021 |
Pre-funded Warrants [Member] | |||
Warrants outstanding | 986,486 | ||
Common Stock Warrants [Member] | |||
Warrant exercise price | $ 6.44 | ||
Warrants outstanding | 5,463,032 | ||
Pre-funded Common Stock Warrants [Member] | |||
Warrant exercise price | $ 6.44 | ||
Warrants outstanding | 986,486 | ||
Series C Convertible Preferred Stock [Member] | |||
Warrant exercise price | $ 6.44 | ||
Warrants outstanding | 27,500 | ||
Securities Purchase Agreement [Member] | |||
Number of shares issued for common stock | 468,216 | ||
Securities Purchase Agreement [Member] | Pre-funded Warrants [Member] | |||
Warrants issued for conversion | 468,216 |
Equity - Summary of Warrant Act
Equity - Summary of Warrant Activity (Details) - Pro Forma [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Common Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | 5,463,032 |
Number of Warrants, Granted | |
Number of Warrants, Exercised | |
Number of Warrants, Forfeited | |
Number of Warrants, Cancelled/Expired | |
Number of Warrants, Ending Balance | 5,463,032 |
Number of Warrants, Exercisable | 5,463,032 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 5.57 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 5.57 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 5.57 |
Weighted Average Remaining Contractual Term (years), Beginning | 5 years 3 months 22 days |
Weighted Average Remaining Contractual Term (years), Ending | 5 years 22 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 5 years 22 days |
Aggregate Intrinsic Value | $ | $ 12,094,858 |
Aggregate Intrinsic Value, Exercisable | $ | $ 12,094,858 |
Pre-funded Common Stock Warrants [Member] | |
Number of Warrants, Beginning Balance | 520,270 |
Number of Warrants, Granted | 468,216 |
Number of Warrants, Exercised | |
Number of Warrants, Forfeited | |
Number of Warrants, Cancelled/Expired | |
Number of Warrants, Ending Balance | 986,486 |
Number of Warrants, Exercisable | 986,486 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.002 |
Weighted Average Exercise Price, Granted | $ / shares | 0.002 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 0.002 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.002 |
Weighted Average Remaining Contractual Term (years), Beginning | 0 years |
Weighted Average Remaining Contractual Term (years), Ending | 0 years |
Weighted Average Remaining Contractual Term (years), Exercisable | 0 years |
Aggregate Intrinsic Value | $ | $ 6,350,997 |
Aggregate Intrinsic Value, Exercisable | $ | $ 6,350,997 |
Series C Convertible Preferred Stock [Member] | |
Number of Warrants, Beginning Balance | 27,500 |
Number of Warrants, Granted | |
Number of Warrants, Exercised | |
Number of Warrants, Forfeited | |
Number of Warrants, Cancelled/Expired | |
Number of Warrants, Ending Balance | 27,500 |
Number of Warrants, Exercisable | 27,500 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 8 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | 8 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Beginning | 3 years 11 months 8 days |
Weighted Average Remaining Contractual Term (years), Ending | 3 years 8 months 12 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 3 years 8 months 12 days |
Aggregate Intrinsic Value | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Related Parties (Details Narrat
Related Parties (Details Narrative) - Pro Forma [Member] - USD ($) | Nov. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Due to related parties | |||
Taglich Brothers, Inc [Member] | |||
Due to related parties | |||
Taglich Brothers, Inc [Member] | Administrative Expenses [Member] | |||
Payments of related party | $ 40,000 | ||
Taglich Brothers, Inc [Member] | Consulting Agreement [Member] | |||
Payments of related party | $ 10,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - Pro Forma [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Percentage of matching contribution | 100.00% | |
Percentage of employers contribution based upon employee's pay | 3.00% | |
Employer contribution amount | $ 4,066 | $ 17,827 |
401 (k) Plan Matches 50% [Member] | ||
Percentage of matching contribution | 50.00% | |
Percentage of employers contribution based upon employee's pay | 3.00% | |
401 (k) Plan Maximum 5% [Member] | ||
Percentage of employers contribution based upon employee's pay | 5.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Pro Forma [Member] - shares | Apr. 16, 2021 | Sep. 11, 2020 |
Subsequent Event [Member] | ||
Merger agreement, description | Among other things, the A&R Charter (i) changed the Company's name to MyMD Pharmaceuticals, Inc., (ii) increased the number of shares of Company Common Stock available from 100,000,000 shares to a total of 500,000,000 shares of the Company's Common Stock, (iii) changed the structure of the board of directors from a classified board of three classes to a non-classified board of a single class, and (iv) simplified and consolidated various provisions. | |
2018 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||
Stock options issued during period | 394,680 | |
2021 Stock Incentive Plan [Member] | Subsequent Event [Member] | ||
Common stock reserved for future issuance | 7,228,184 |