Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36268 | |
Entity Registrant Name | MyMD Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001321834 | |
Entity Tax Identification Number | 22-2983783 | |
Entity Incorporation, State or Country Code | NJ | |
Entity Address, Address Line One | 855 N. Wolfe Street | |
Entity Address, Address Line Two | Suite 623 | |
Entity Address, City or Town | Baltimore | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 21205 | |
City Area Code | (856) | |
Local Phone Number | 848-8698 | |
Title of 12(b) Security | Common Stock, no par value per share | |
Trading Symbol | MYMD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 37,639,912 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 1,375,014 | $ 148,284 |
Marketable Securities | 14,002,767 | |
Prepaid expenses | 569,825 | 1,218 |
Total Current Assets | 15,947,606 | 149,502 |
Non-Current Assets | ||
Operating Lease Right-of-Use Asset | 64,231 | 527,195 |
Goodwill | 10,498,539 | |
Investment in Oravax, Inc. | 1,500,000 | |
Total Non-Current Assets | 12,062,770 | 527,195 |
Total Assets | 28,010,376 | 676,697 |
Current Liabilities | ||
Trade and Other Payables | 2,053,542 | 1,801,729 |
Notes Payable | 1,200,000 | |
Operating Lease Liability | 38,932 | 481,049 |
PPP Loan Payable | 70,600 | |
Total Current Liabilities | 2,092,474 | 3,553,378 |
Non-Current Liabilities | ||
Line of Credit Payable – Related Party, net of discount | 2,333,984 | |
Operating Lease Liability, net of current portion | 25,978 | 46,369 |
Total Non-Current Liabilities | 25,978 | 2,380,353 |
Total Liabilities | 2,118,452 | 5,933,731 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | ||
Common stock, value | 4,004 | |
Additional Paid in Capital | 43,411,487 | |
Accumulated Deficit | (75,321,846) | (48,672,525) |
Total Stockholders’ Equity (Deficit) | 25,891,924 | (5,257,034) |
Total Liabilities and Stockholders’ Equity (Deficit) | 28,010,376 | 676,697 |
Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | ||
Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | 144,524 | |
Total Stockholders’ Equity (Deficit) | 144,524 | |
Preferred Stock [Member] | Series E Junior Participating Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, value | ||
Common Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Total Stockholders’ Equity (Deficit) | 4,004 | |
Common Stock [Member] | Common stock No Par Value [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, value | 101,069,246 | |
Common Stock [Member] | Common stock Par Value [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, value | $ 4,004 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock no, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, No Par Value | $ 0 | |
Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | ||
Preferred stock no, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 1,990,000 | 1,990,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | ||
Preferred stock no, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 211,353 | 211,353 |
Preferred stock, stated value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 72,992 | 0 |
Preferred stock, shares outstanding | 72,992 | 0 |
Preferred Stock [Member] | Series E Junior Participating Preferred Stock [Member] | ||
Preferred stock no, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, stated value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock No Par Value [Member] | ||
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 37,419,774 | 0 |
Common Stock, Shares, Outstanding | 37,419,774 | 0 |
Common stock Par Value [Member] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 0 | 28,553,307 |
Common Stock, Shares, Outstanding | 0 | 28,553,307 |
Common stock, par value | $ 0.001 | $ 0.001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Product Revenue | ||||
Product Cost of Sales | ||||
Gross Income | ||||
Administrative Expenses | 1,640,540 | 884,529 | 4,601,853 | 2,045,422 |
Research and Development Expenses | 2,767,663 | 908,119 | 5,437,147 | 1,435,696 |
Interest Expense and Debt Discount | 213,648 | 701,090 | 582,458 | |
Amortization of Intangible Assets | 4,583 | 9,167 | ||
Stock Option Modification Expenses | 1,112,156 | 15,036,051 | 1,127,156 | |
Loss from Operations | (4,408,203) | (3,123,035) | (25,776,141) | (5,199,899) |
Other (Income) Expenses | ||||
Interest and Dividend Income | (1,714) | (135) | (7,355) | (141) |
(Gain)/Loss on Sale of Marketable Securities | 1,100 | (40,347) | ||
Unrealized Loss on Marketable Securities | 848 | 42,295 | ||
Loss on Currency Conversions | 758 | 758 | ||
Uninsured Casualty Loss | 1,058,086 | 1,058,086 | ||
Gain on Debt Forgiveness | (180,257) | |||
Total Other (Income) Expense | 1,059,078 | (135) | 873,180 | (141) |
Loss Before Income Tax | (5,467,281) | (3,122,900) | (26,649,321) | (5,199,758) |
Income Tax Benefit | ||||
Net Loss | $ (5,467,281) | $ (3,122,900) | $ (26,649,321) | $ (5,199,758) |
Basic and Diluted loss per common share | $ (0.15) | $ (0.11) | $ (0.78) | $ (0.19) |
Weighted average basic and diluted common shares outstanding | 37,634,747 | 28,269,692 | 34,064,914 | 28,066,574 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Modification of pre merger stock options | $ 4,188,315 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member]Series D Convertible Preferred Stock [Member] | Common stock No Par Value [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Nov. 30, 2019 | $ 3,806 | $ 36,848,063 | $ (38,578,232) | $ (1,726,363) | ||
Beginning balance, shares at Nov. 30, 2019 | 14,688,726 | |||||
Common shares issued for the acquisition of Supera Pharmaceuticals, Inc. a company under common control | (605,089) | (605,089) | ||||
Common Shares Issued For Acquisition Value, Shares | 13,096,640 | |||||
Effect of the adoption of Topic 842 effective as of January 1, 2019 | (1,379) | (1,379) | ||||
Ending balance, value at Dec. 31, 2019 | $ 3,806 | 36,848,063 | (39,184,700) | (2,332,831) | ||
Ending balance, shares at Dec. 31, 2019 | 27,785,366 | |||||
Private placement of common shares | 650,000 | 650,000 | ||||
Private placement of common shares, shares | 250,835 | |||||
Net loss | (981,949) | (981,949) | ||||
Ending balance, value at Mar. 31, 2020 | $ 3,806 | 37,498,063 | (40,166,649) | (2,664,780) | ||
Ending balance, shares at Mar. 31, 2020 | 28,036,201 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 3,806 | 36,848,063 | (39,184,700) | (2,332,831) | ||
Beginning balance, shares at Dec. 31, 2019 | 27,785,366 | |||||
Net loss | (5,199,758) | |||||
Ending balance, value at Sep. 30, 2020 | $ 3,806 | 40,614,836 | (44,384,458) | (3,765,816) | ||
Ending balance, shares at Sep. 30, 2020 | 28,551,379 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 3,806 | 37,498,063 | (40,166,649) | (2,664,780) | ||
Beginning balance, shares at Mar. 31, 2020 | 28,036,201 | |||||
Stock based compensation for services | 14,800 | 14,800 | ||||
Stock based compensation for services, shares | 1,930 | |||||
Stock options issued for debt issuance | 693,450 | 693,450 | ||||
Net loss | (1,094,909) | (1,094,909) | ||||
Ending balance, value at Jun. 30, 2020 | $ 3,806 | 38,206,313 | (41,261,558) | (3,051,439) | ||
Ending balance, shares at Jun. 30, 2020 | 28,038,131 | |||||
Private placement of common shares | 1,330,000 | 1,330,000 | ||||
Private placement of common shares, shares | 513,248 | |||||
Stock options issued for debt issuance | $ 273,935 | $ 273,935 | ||||
Stock options issued for services | 804,588 | 804,588 | ||||
Net loss | $ (3,122,900) | $ (3,122,900) | ||||
Ending balance, value at Sep. 30, 2020 | $ 3,806 | 40,614,836 | (44,384,458) | (3,765,816) | ||
Ending balance, shares at Sep. 30, 2020 | 28,551,379 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 4,004 | 43,411,487 | (48,672,525) | (5,257,034) | ||
Beginning balance, shares at Dec. 31, 2020 | 28,553,307 | |||||
Reverse merger with Akers Biosciences Inc effective April 16, 2021 | ||||||
Modification of the terms of 4,188,315 pre-merger MyMD stock options per the terms of the merger agreement | ||||||
Exercise of prepaid equity forward contracts for common stock | ||||||
Exercise of prepaid equity forward contracts for common stock, shares | ||||||
Common shares issued for the acquisition of Supera Pharmaceuticals, Inc. a company under common control | ||||||
Common Shares Issued For Acquisition Value, Shares | ||||||
Effect of the adoption of Topic 842 effective as of January 1, 2019 | ||||||
Stock based compensation for services | ||||||
Stock based compensation for services, shares | ||||||
Exercise of warrants for common stock | ||||||
Exercise of warrants for common stock, shares | ||||||
Net loss | $ (3,089,704) | $ (3,089,704) | ||||
Ending balance, value at Mar. 31, 2021 | $ 4,004 | 43,411,487 | (51,762,229) | (8,346,738) | ||
Ending balance, shares at Mar. 31, 2021 | 28,553,307 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 4,004 | 43,411,487 | (48,672,525) | (5,257,034) | ||
Beginning balance, shares at Dec. 31, 2020 | 28,553,307 | |||||
Net loss | (26,649,321) | |||||
Ending balance, value at Sep. 30, 2021 | $ 144,524 | 101,069,246 | (75,321,846) | 25,891,924 | ||
Ending balance, shares at Sep. 30, 2021 | 72,992 | 37,419,774 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 4,004 | 43,411,487 | (51,762,229) | (8,346,738) | ||
Beginning balance, shares at Mar. 31, 2021 | 28,553,307 | |||||
Reverse merger with Akers Biosciences Inc effective April 16, 2021, shares | 72,992 | 8,335,627 | ||||
Modification of the terms of 4,188,315 pre-merger MyMD stock options per the terms of the merger agreement | 15,036,051 | 15,036,051 | ||||
Exercise of prepaid equity forward contracts for common stock | ||||||
Exercise of prepaid equity forward contracts for common stock, shares | 466,716 | |||||
Net loss | (18,092,336) | (18,092,336) | ||||
Reverse merger with Akers Biosciences Inc effective April 16, 2021 | 144,524 | 85,748,325 | (4,004) | (43,411,487) | 42,477,358 | |
Ending balance, value at Jun. 30, 2021 | $ 144,524 | 100,784,376 | (69,854,565) | 31,074,335 | ||
Ending balance, shares at Jun. 30, 2021 | 72,992 | 37,355,650 | ||||
Stock based compensation for services | 90,002 | 90,002 | ||||
Stock based compensation for services, shares | 16,826 | |||||
Exercise of warrants for common stock | 194,868 | 194,868 | ||||
Exercise of warrants for common stock, shares | 47,298 | |||||
Net loss | (5,467,281) | (5,467,281) | ||||
Ending balance, value at Sep. 30, 2021 | $ 144,524 | $ 101,069,246 | $ (75,321,846) | $ 25,891,924 | ||
Ending balance, shares at Sep. 30, 2021 | 72,992 | 37,419,774 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (26,649,321) | $ (5,199,758) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accrued interest/dividends | 4,496 | 88,248 |
Amortization of debt discount | 608,460 | 371,206 |
Amortization of intangible assets | 13,750 | |
Gain on sale of marketable securities | (40,347) | |
Unrealized loss on marketable securities | 42,295 | |
Gain on forgiveness of debt | (180,258) | |
Stock based compensation | ||
Options modification expense | 15,036,051 | 804,588 |
Options issued for debt issuance | 514,437 | |
Shares issued for services | 90,002 | 14,800 |
Change in assets and liabilities | ||
Prepaid Expenses | (382,543) | 4,721 |
Trade and Other Payables | (3,233,299) | (26,142) |
Operating Leases | 456 | (1,214) |
Net cash used by operating activities | (14,704,008) | (3,415,364) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (11,851) | |
Proceeds from sale of marketable securities | 15,483,176 | |
Net cash received in business combination | 1,380,852 | |
Net cash provided by investing activities | 16,852,177 | |
Cash flows from financing activities | ||
Consumed by the payoff of the line of credit – related party | (3,062,444) | |
Net proceeds from line of credit - related party | 120,000 | 1,277,249 |
Net proceeds from note payable | 1,826,137 | |
Net proceeds from the Payroll Protection Program | 70,600 | |
Net proceeds from the exercise of warrants | 194,868 | |
Net proceeds from issuance of common stock | 1,980,000 | |
Net cash (used in)/provided by financing activities | (921,439) | 3,327,849 |
Net increase (decrease) in cash | 1,226,730 | (87,515) |
Cash at beginning of period | 148,284 | 134,499 |
Cash at end of period | 1,375,014 | 46,984 |
Supplemental cash flow information | ||
Interest | 271,800 | |
Income Taxes | ||
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Operating lease right-of-use asset obtained in exchange for lease obligation | 527,195 | |
Investment in Oravax, Inc. | $ 1,500,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [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 (“MyMD”). These consolidated financial statements include four wholly owned subsidiaries as of September 30, 2021, MyMD Pharmaceuticals (Florida), Inc. (“MyMD Florida”), XYZ Merger Sub, Inc. (“Merger Sub”), Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation, (together, the “Company”). All material intercompany transactions have been eliminated in consolidation. MyMD Florida was formed in 2014 and is a Florida-based clinical development stage biopharmaceutical company that is developing its product candidate, MyMD-1, as an immunometabolic regulator to treat autoimmune diseases, ageing-related diseases. Substantive operations began in 2016 and the Company’s Investigative New Drug application was filed with the U.S. Food and Drug Administration in December 2018. MyMD Florida completed its first-in-human Phase 1 clinical trial in December 2019. Phase 2 clinical trials for autoimmune diseases are planned. MyMD Florida’s intellectual property portfolio consists of 12 granted patents (11 US and 1 foreign), 35 pending applications (6 US, 28 foreign, and 1 international application). Supera Pharmaceuticals, Inc. (“Supera”) was formed in September 2018 and is a Florida based development company that is developing its product candidate “Supera-CBD” as an FDA-approved synthetic derivative of naturally grown cannabidiols. Substantially all of Supera’s research and development activities in 2019 and 2020 were related to intellectual property development and securing patents, along with product manufacturing and planning initial pre-clinical development activities. During the three months ended September 30, 2021, these activities included preclinical work on Supera-CBD confirming it effectiveness in treating anxiety. The preclinical data was presented at the 4 th 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, Merger Sub and 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 MyMD (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 0.7718 1-for-2 reverse stock split On April 16, 2021, MyMD Florida entered into an Asset Purchase Agreement with Supera, a related company through common control, in which Supera was acquired by MyMD Florida through the issuance of 33,937,909 In connection with the closing of the Merger, the Company changed its name to MyMD Pharmaceuticals, Inc. and the Company’s 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 The unaudited condensed combined balance sheet as of December 31, 2020 combines the audited balance sheets of pre-Merger MyMD Florida and Supera as of December 31, 2020, giving effect to the Supera Purchase and the adoption of ASU No. 2016-02, Leases, as if they were consummated on January 1, 2020. The unaudited combined consolidated statement of comprehensive loss for the three and nine months ended September 30, 2020 combines the unaudited condensed statements of comprehensive loss for the three and nine months ended September 30, 2020 of MyMD Florida and Supera giving effect to the Supera Purchase and the adoption of ASU no. 2016-02, Leases, as if they were consummated on January 1, 2020. The unaudited condensed consolidated balance sheet as of September 30, 2021 comprises the unaudited balance sheets of MyMD Florida, Supera and MyMD as of September 30, 2021, giving effect to the Supera Purchase as if they were consummated on January 1, 2020 and the reverse merger with MyMD on April 16, 2021 with all material intercompany balances eliminated and recording goodwill upon consolidation. The unaudited condensed consolidated statement of comprehensive loss for the three and nine months ended September 30, 2021 comprises the unaudited statements of comprehensive loss of MyMD Florida and Supera for the three and nine months ended September 30, 2021 and the statement of comprehensive loss for MyMD for the post-acquisition period April 17, 2021 through September 30, 2021. The Company effected a 1-for-2 reverse stock split (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 related to business combinations, loss contingencies and the 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. (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. Since the Company has no items of comprehensive income, comprehensive loss is equal to net loss. (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 September 30, 2021 and December 31, 2020. Schedule of Marketable Securities Marketable Securities: Quoted Prices in Quoted Prices Significant Marketable securities at September 30, 2021 $ 14,002,767 $ - $ - Marketable securities at December 31, 2020 $ - $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. As of September 30, 2021, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. Gains and losses resulting from the sales of marketable securities were a realized loss of $ 1,100 for the three months ended September 30, 2021 and a realized gain of $ 40,347 for the nine months ended September 30, 2021. Gains and losses resulting from the sales of marketable securities were $ 0 for the three and nine months ended September 30, 2020. Proceeds from the sales of marketable securities in the three and nine months ended September 30, 2021 were $ 5,500,000 15,483,176 0 (g) Prepaid Expenses Expenses paid prior to the date that the related services are rendered or used are recorded as prepaid expenses which are comprised principally of various insurance expenses. (h) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the Federal Despot Insurance Corporation (“FDIC”) insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with three banks. (i) 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 a brokerage firm. (j) Investments 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 in accordance with FASB ASC 323. (k) 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. (l) 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 no There is no income tax benefit for the losses for the three and nine months ended September 30, 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 Tax years from 2017 through 2020 remain subject to examination by federal and state jurisdictions. (m) 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 and three months ended September 30, 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: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Stock Options 4,188,315 3,821,710 4,188,315 3,821,710 Warrants to purchase common stock 5,316,249 - 5,316,249 - Pre-funded Warrants to purchase common stock 520,270 - 520,270 - Series D Preferred Convertible Stock 36,496 - 36,496 - Warrants to purchase Series C Preferred stock 27,500 - 27,500 - Total potentially dilutive shares 10,088,830 3,821,710 10,088,830 3,821,710 (n) Stock-based Payments The Company accounts for stock-based compensation under the provisions of FASB 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. 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. (o) Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. (p) Right-of-Use Assets The Company leases a facility in Tampa, Florida (the “Hyde Park”) under an operating lease (“Hyde Park Lease”) with annual rentals of $ 22,048 23,320 36 June 30, 2022 The Company leased an aircraft under an operating lease (“Supera Aviation”) with annual rentals of $ 600,000 36 September 26, 2021 The Company leases a facility in Baltimore, Maryland (the “N Wolfe St.”) under an operating lease (“Baltimore Lease”) with annual rentals of $ 24,000 25,462 36 November 9, 2023 On January 1, 2019 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2019. The adoption of ASC 842 resulted in the recognition of operating lease ROU assets of $ 1,014,636 1,016,015 1,379 The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the Supera Aviation, the Hyde Park and the N Wolfe St. Condensed Consolidated Balance Sheet information related to its leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease As of September 30, 2021 As of December 31, 2020 Supera Hyde N Wolfe Supera Hyde N Wolfe Balance Sheet Location Aviation Park Street Total Aviation Park Street Total Operating Leases Lease Right of Use $ - $ 18,010 $ 46,221 $ 64,231 $ 431,809 $ 34,722 $ 60,664 $ 527,195 Lease Payable, current - 18,022 20,910 38,932 431,809 25,120 24,120 481,049 Lease Payable - net of current - - 25,978 25,978 - 9,704 36,665 46,369 The following provides details of the Company’s lease expense: Schedule of Lease Cost Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Supera Hyde N Wolfe Supera Hyde N Wolfe Lease Expenses Aviation Park Street Total Aviation Park Street Total Operating Leases Lease Costs $ - $ 6,257 $ 6,000 $ 12,257 $ 150,000 $ 16,830 $ 19,455 $ 186,285 Other information related to leases is presented below: Schedule of Other Information Related to Leases As of September 30, 2021 Supera Hyde N Wolfe Other Information Aviation Park Street Total Operating Leases Operating cash used $ 150,000 $ 16,830 $ 19,455 $ 186,285 Weighted-average remaining lease term - 9 25 17 Weighted-average discount rate 10.0 % 10.0 % 10.0 % 10.0 % As of September 30, 2021, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments As of September 30, 2021 Supera Hyde N Wolfe Aviation Park Street Total For Years Ending September 30, 2022 $ - $ 18,782 $ 24,660 $ 43,442 2023 - - 25,400 25,400 2024 - - 2,122 2,122 Total future minimum lease payments, undiscounted $ - $ 18,782 $ 52,182 $ 70,964 Less: Imputed interest - 12 667 679 Present value of future minimum lease payments $ - $ 18,770 $ 51,515 $ 70,285 (q) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842) (“ASU-2016-02”), which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company has adopted ASU-2016-02, effective January 1, 2019, and, as a result of this implementation, has recorded an operating lease right-of-use asset and an operating lease liability as of December 31, 2019. 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. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity - Classified Written Call Options. |
Recent Developments, Liquidity
Recent Developments, Liquidity and Management’s Plans | 9 Months Ended |
Sep. 30, 2021 | |
Recent Developments Liquidity And Managements Plans | |
Recent Developments, Liquidity and Management’s Plans | Note 3 – Recent Developments, Liquidity and Management’s Plans Acquisition and Disposition of Cystron 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”). The acquisition of Cystron was accounted for as a purchase of an asset. 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 and other coronavirus infections. Cystron was incorporated on March 10, 2020. Since its formation and through the date of its acquisition by the Company, Cystron did not have any employees and its sole asset consisted of the exclusive license from Premas. 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, 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”). 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 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 2.5 1,500,000 As of September 30, 2021, $ 300,000 Note: Pursuant to the Contribution Agreement, a total of $ 1,500,000 1,200,000 Agreement and Plan of Merger and Reorganization On November 11, 2020, MyMD, Merger Sub, and MyMD Florida entered into the Merger Agreement (Note 1). Upon completion of the Merger and the transactions contemplated in the Merger Agreement, the Company issued 28,553,307 77.05 986,486 In accordance with ASC 805, the Company accounted for the transaction as a reverse merger with Akers Biosciences, Inc. (“Akers”) as the legal acquirer and pre-Merger MyMD Florida as the accounting acquirer. As a result of the transaction, the Company recognized Goodwill totaling $ 10,498,539 42,477,346 31,978,807 Akers’ valuation is based upon 8,335,627 263,026 4.94 Schedule of Net Assets Acquired to be Allocated to Goodwill Valuation Analysis Total Consideration $ 42,477,346 Cash and Cash Equivalents 1,380,852 Marketable Securities 29,480,524 Other Receivables 3,026,137 Prepaid Expenses 192,314 Investment in Oravax, Inc. 1,500,000 Trade and Other Payables (3,601,020 ) Net Tangible Assets Acquired $ 31,978,807 Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill $ 10,498,539 The holders of approximately 49.68 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. As of the date of this report, there have been no exercises of the MyMD Florida options assumed by the Company. 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: Summary of Milestone Events Payment Milestone Event Milestone Payment Market capitalization of the Company for at least 10 20 500 $ 20 For every $ 250 10 20 1 $ 10 20 Market Capitalization of the Company for at least 10 20 1 $ 25 For every $ 1 10 20 $ 25 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 Milestone Shares to be issued be deemed to be less than $5.00 per share 32,741,622 Liquidity As of September 30, 2021, the Company’s cash on hand was $ 1,375,014 14,002,767 26,649,321 13,855,132 25,891,924 75,321,846 14,704,008 26,649,321 3,233,299 15,036,051 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 September 30, 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. |
Unaudited Condensed Combined Ba
Unaudited Condensed Combined Balance Sheet as of December 31, 2020 | 9 Months Ended |
Sep. 30, 2021 | |
Unaudited Condensed Combined Balance Sheet As Of December 31 2020 | |
Unaudited Condensed Combined Balance Sheet as of December 31, 2020 | Note 4 – Unaudited Condensed Combined Balance Sheet as of December 31, 2020 The acquisition of Supera by pre-Merger MyMD Florida was accounted for as a business combination under common control in accordance with ASC 805 and is being presented as if the acquisition had been consummated and ASC 842 had been adopted on January 1, 2020. The audited Balance Sheets as of December 31, 2020 of pre-Merger MyMD Florida and Supera is presented below with the adjustments required to eliminate inter-company transactions, implement ASC 842 for reporting leasing transactions and reclassify certain balances to conform with the classification in the Condensed Consolidated Balance Sheet as of September 30, 2021. Schedule of Reclassification of Condensed Consolidated Balance Sheet Information MyMD Supera Pharmaceuticals Pharmaceuticals Restated Inc. Inc. AJE Total (audited) (audited) Adjustments # (unaudited) ASSETS Current Assets Cash $ 133,733 $ 14,551 - $ 148,284 Prepaid expenses 1,218 - - 1,218 Due from affiliate - 24,600 (24,600 ) 1 - Total Current Assets 134,951 39,151 (24,600 ) 149,502 Non-Current Assets Operating Lease Right-of-Use Assets - - 527,195 3 527,195 Intangible Assets, net - - - - Total Non-Current Assets - - 527,195 527,195 Total Assets $ 134,951 $ 39,151 $ 502,595 $ 676,697 LIABILITIES Current Liabilities Trade and Other Payables $ 1,025,063 $ 556,781 $ 219,885 1,2 $ 1,801,729 Due to Related Party 39,177 - (39,177 ) 2 - Interest Payable, related party 175,679 - (175,679 ) 2 - Loan Payable 1,200,000 - - 1,200,000 Operating Lease Payable - - 481,049 3 481,049 Paycheck Protection Program Loan 54,000 16,600 - 70,600 Total Current Liabilities 2,493,919 573,381 486,078 3,553,378 Non-Current Liabilities - Line of Credit Payable – related party, net of discount 1,734,237 599,747 - 2,333,984 Interest Payable, related party - 29,628 (29,628 ) 2 - Operating Lease Liability, net of current - - 46,369 3 46,369 Total Non-Current Liabilities 1,734,237 629,375 16,741 2,380,353 Total Liabilities $ 4,228,156 $ 1,202,756 $ 502,819 $ 5,933,731 Commitments and Contingencies STOCKHOLDERS’ DEFICIT Common stock, par $ 0.0001 100,000,000 73,991,413 4,004 - - 4,004 Additional Paid in Capital 43,411,488 - (1 ) 2 43,411,487 Accumulated Deficit (47,508,697 ) (1,163,605 ) (223 ) 3 (48,672,525 ) Total Stockholders’ Deficit (4,093,205 ) (1,163,605 ) (224 ) (5,257,034 ) Total Liabilities and Stockholders’ Deficit $ 134,951 $ 39,151 $ 502,595 $ 676,697 The following is an explanation of the adjusting entries that were recorded to arrive at the restated Condensed Consolidated Balance Sheet as of December 31, 2020: AJE # Account Debit Credit 1 Trade and Other Payables 24,600 Due from Affiliate 24,600 To eliminate inter-company transactions 2 Due to Related Party 39,177 Interest Payable, related party 175,679 Interest Payable, related party 29,628 Additional Paid-In Capital 1 Trade and Other Payables 244,485 To reclassify account balances to conform with the classification on the September 30, 2021 Condensed Consolidated Balance Sheet 3 Operating Lease Right-of-Use 527,195 Accumulated Deficit 223 Operating Lease Payable 481,049 Operating Lease Payable, net of current portion 46,369 To implement ASC 842 for the accounting of operating leases |
Trade and Other Payables
Trade and Other Payables | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 5 - Trade and Other Payables Trade and other payables consist of the following: Schedule of Trade and Other Payables September 30, 2021 December 31, 2020 Accounts Payable – Trade $ 1,914,672 $ 1,104,803 Accounts Payable – Trade – related party - 477,042 Accrued Expenses 138,870 205,307 Accounts Payable – Other - related party - 14,577 Trade and Other Payables, Total $ 2,052,542 $ 1,801,729 See Note 10 for related party information. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable 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 Bridge Loan Advances accrue interest 5 8 As of September 30, 2021 and December 31, 2020, MyMD had advanced MyMD Florida $ 3,000,000 1,200,000 26,137 3,026,137 |
Share-based Payments
Share-based Payments | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payments | Note 7 - Share-based Payments The following is the status of outstanding stock options outstanding as of September 30, 2021 and changes for the nine months ended September 30, 2021: Summary of Outstanding Stock Options and Changes Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term (years) Value Balance as of December 31, 2020 4,188,315 $ 2.59 2.29 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance as of September 30, 2021 4,188,315 $ 2.59 1.54 $ 19,308,132 Exercisable as of September 30, 2021 4,188,315 $ 2.59 1.54 $ 19,308,132 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 7.20 All stock options outstanding are fully vested and exercisable. Assumption of MyMD Florida Stock Options In 2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the issuance of up to 50,000,000 4,188,315 0 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. As of the effective date of the Merger, no additional awards could be issued under the 2016 Plan. 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. The Company assumed 4,188,315 15,036,051 2.59 4.94 122.31 0.16 0 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 7,228,184 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. 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. Restricted Stock Units On March 29, 2019, the Compensation Committee of the Board of Directors approved grants totaling 7,803 46.56 On September 11, 2020, the Compensation Committee of the Board of Directors approved grants totaling 394,680 4.48 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. On April 16, 2021, concurrently with the closing of the Merger, pursuant to the terms of the RSU Agreements between the Company and four board of directors, the 394,680 Per the terms of the RSU agreements, the Company, at the Company’s sole discretion may settle the RSUs in cash, or part cash and part common stock. As there is no intention to settle the RSUs in cash, the Company accounted for these RSUs as equity. Pre-merger Akers Biosciences, Inc. recorded expenses totaling $ 979,758 394,680 139,457 688,913 As of the date of this filing, the vested RSUs have not been converted to common shares of the Company. 2013 Stock Incentive Plan On January 23, 2014, MyMD 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 As of September 30, 2021, grants of options to purchase 1,407 755 no 2017 Stock Incentive Plan On August 7, 2017, the shareholders approved, and MyMD adopted, the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 3,516 As of September 30, 2021, grants of options to purchase 1,532 1,984 no 2018 Stock Incentive Plan On December 7, 2018, the shareholders approved, and MyMD adopted the 2018 Stock Incentive Plan (“2018 Plan”). The 2018 Plan initially provided for the issuance of up to 39,063 521,000 560,063 As of September 30, 2021, grants of RSUs to purchase 263,026 297,037 no |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | Note 8 - Equity Series D Convertible Preferred Stock On March 24, 2020, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of New Jersey. Pursuant to the Certificate of Designation, in the event of the Company’s liquidation or winding up of its affairs, the holders of its Series D Convertible Preferred Stock (the “Preferred Stock”) will be entitled to receive the same amount that a holder of the Company’s common stock would receive if the Preferred Stock were fully converted (disregarding for such purposes any conversion limitations set forth in the Certificate of Designation) to common stock which amounts shall be paid pari passu with all holders of the Company’s common stock. Each share of Preferred Stock has a stated value equal to $ 0.01 A holder of Preferred Stock is entitled at any time to convert any whole or partial number of shares of Preferred Stock into shares of the Company’s common stock determined by dividing the Stated Value of the Preferred Stock being converted by the conversion price of $ 0.01 A holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial Ownership Limitation”). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. Subject to the Beneficial Ownership Limitation, on any matter presented to the Company’s stockholders for their action or consideration at any meeting of the Company’s stockholders (or by written consent of stockholders in lieu of a meeting), each holder of Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company’s common stock into which the shares of Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Preferred Stock beneficially owned by such holder). Except as otherwise required by law or by the other provisions of the Company’s certificate of incorporation, the holders of Preferred Stock will vote together with the holders of the Company’s common stock and any other class or series of stock entitled to vote thereon as a single class. A holder of Preferred Stock shall be entitled to receive dividends as and when paid to the holders of the Company’s common stock on an as-converted basis. The exchange ratio for the Preferred Stock was adjusted to two-for-one due to the effects of the Reverse Stock Split. Common Stock Pursuant to the Merger Agreement, on April 16, 2021, 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. On February 11, 2021, 466,216 466,216 On May 18, 2021, 466,216 466,716 On August 5, 2021, the Company issued 16,826 90,002 Common Stock Warrants The table below summarizes the warrant activity for the nine months ended September 30, 2021: Summary of Warrant Activity Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Warrants Price (years) Value Balance as of December 31, 2020 - $ - - $ - Assumed from Merger 5,363,547 5.19 5.02 - Granted - - - - Exercised (47,298 ) 4.12 4.63 - Forfeited - - - - Canceled/Expired - - - - Balance as of September 30, 2021 5,316,249 $ 5.19 4.59 $ 15,905,538 Exercisable as of September 30, 2021 5,316,249 $ 5.19 4.59 $ 15,905,538 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 7.20 During the three months ended September 30, 2021, 47,298 common stock warrants were exercised by the warrant holders, generating proceeds of $ 194,868 . The warrants outstanding as of September 30, 2021 represent 5,316,249 Pre-funded Common Stock Warrants The table below summarizes the pre-funded warrant activity for the nine months ended September 30, 2021: Summary of Warrant Activity Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Warrants Price (years) Value Balance as of December 31, 2020 - $ - - $ - Assumed from Merger 986,486 0.002 - - Granted - - - - Exercised 466,216 0.002 - - Forfeited - - - - Canceled/Expired - - - - Balance as of September 30, 2021 520,270 $ 0.002 - $ 3,744,903 Exercisable as of September 30, 2021 520,270 $ 0.002 - $ 3,744,903 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 7.20 The pre-funded warrants outstanding as of September 30, 2021 represent underlying shares of Company Common Stock of 520,270 Warrants for the purchase of Series C Convertible Preferred Stock The table below summarizes the activity during the nine months period ended September 30, 2021 for warrants issued in December 2019 for the purchase of Series C Convertible Preferred Stock: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance as December 31, 2020 - $ - - $ - Assumed from Merger 27,500 8.00 3.65 - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance as of September 30, 2021 27,500 $ 8.00 3.19 $ - Exercisable as of September 30, 2021 27,500 $ 8.00 3.19 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 7.20 The warrants for the of Series C Convertible Preferred Stock outstanding as of September 30, 2021 represent underlying shares of Company Common Stock of 27,500 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – 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. The Company does not yet know the full extent of potential delays or impacts on the Company’s business, product 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 development and testing. To date, the Company has encountered delays in receiving critical clinical supplies from our manufacturer in India, which has impacted our ability to execute our development plan and the studies needed to advance product development have been delayed by the Company’s difficulty recruiting patients for the required clinical trials. 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 MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) stockholders filed separate actions in the state and federal courts of New York, New Jersey, and Pennsylvania against MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) and the members of its board of directors, respectively captioned as follows: (i) Douglas McClain v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al., Owen Murphy v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Sue Gee Cheng v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al., Danny Lui v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) et al. Alan Misenheimer v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Robert Wilhelm v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Adam Franchi v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Cody McBeath v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Ray Craven v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. 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”), each of the nine MYMD Merger Complaints sought an order enjoining or unwinding consummation of the Merger Agreement on the basis of alleged material omissions in the Company’s preliminary S-4 filed on January 15, 2021. The Amended S-4 contains, among other things, supplemental disclosures addressing these purported material omissions. Prior to the April 15, 2021 special meeting of MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.)’s stockholders to approve the proposed merger, none of the plaintiffs sought to enjoin the transaction, which was approved at the special meeting. As of May 17, 2021, eight of the nine MYMD Merger Complaints have been voluntarily dismissed (the remaining pending case is Ray Craven v. MyMD Pharmaceuticals, Inc. (p/k/a 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. Raymond Akers Action On April 14, 2021, Raymond F. Akers, Jr., Ph.D. filed a lawsuit against MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) in the Superior Court of New Jersey, Law Division, Gloucester County (the “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. On September 23, 2021, the Court granted MyMD Pharmaceutical, Inc.’s (“MyMD”) Motion to Dismiss Plaintiff’s Amended Complaint and dismissed Plaintiff’s Amended Complaint. The Court indicated that Mr. Akers is “free to file another complaint, however, tort-based ‘Pierce’ allegations, and/or CEPA claims are barred by the statute of limitations.” To date, Mr. Akers has not filed another complaint. All legal fees incurred were expensed as and when incurred. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 10 – 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 20,000 50,000 The Secretary of the Company is the managing director of capital markets at Taglich Brothers. Mr. Jonnie Williams, Sr. The Company recorded an obligation to Mr. Williams, a shareholder, for various expenses incurred on behalf of the Company between 2016 and 2019. The balance due totaled $ 0 14,577 Supera Aviation I, LLC In October 2018, the Company entered a three-year leasing agreement with Supera Aviation I, LLC, a company owned by a shareholder, for a Gulfstream IV-SP aircraft with an annual leasing fee of $ 600,000 0 477,042 0 150,000 150,000 450,000 On April 28, 2021, the Company reached a negotiated settlement with Supera Aviation I, LLC to retire the $ 627,042 517,384 109,658 Lines of credit payable In November 2018, Supera entered into a revolving credit facility which allows for borrowings of up to $ 1,000,000 38 December 31, 2022 5 0 599,747 In May 2019, the pre-Merger MyMD entered into a revolving credit facility which allows for borrowings of up to $ 5,000,000 The facility had an initial term 18 5 2.59 0 1,457,882 0 3,192,119 0 608,460 139,342 278,685 On April 28, 2021, in accordance with the Merger, the Company paid $ 3,208,426 |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 11 – Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100 3 50 3 5 The Company made matching contributions to the 401(k) Plan totaling $ 4,244 7,132 0 |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Paycheck Protection Program Loan | Note 12— Paycheck Protection Program Loan On April 16, 2020, the Company received loan proceeds in the amount of approximately $ 70,600 The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an annual interest rate of 1 %, with a deferral of payments through the date that the Small Business Administration remits the borrower’s loan forgiveness amount to the lender. The Company was notified on June 1, 2021 that the loan totaling $ 70,600 was forgiven which was recorded as a gain on debt forgiveness on the Condensed Consolidated Statement of Comprehensive Loss. |
Patent assignment and royalty a
Patent assignment and royalty agreement | 9 Months Ended |
Sep. 30, 2021 | |
Patent Assignment And Royalty Agreement | |
Patent assignment and royalty agreement | Note 13— Patent assignment and royalty agreement In November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership or licensing agreement including the assigned patents. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 14— Subsequent events On October 14, 2021, the Compensation Committee of the Board of Directors authorized the issuance of 2,795,000 8.09 On October 26, 2021, the Company discovered it had been a victim of wire fraud due to a compromised electronic mail account. The Company has engaged a third-party forensic technology company to investigate the fraud and to recommend methods of preventing future attacks. For the three and nine months ended September 30, 2021, the Company has identified losses totaling $ 1,058,086 207,220 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 The unaudited condensed combined balance sheet as of December 31, 2020 combines the audited balance sheets of pre-Merger MyMD Florida and Supera as of December 31, 2020, giving effect to the Supera Purchase and the adoption of ASU No. 2016-02, Leases, as if they were consummated on January 1, 2020. The unaudited combined consolidated statement of comprehensive loss for the three and nine months ended September 30, 2020 combines the unaudited condensed statements of comprehensive loss for the three and nine months ended September 30, 2020 of MyMD Florida and Supera giving effect to the Supera Purchase and the adoption of ASU no. 2016-02, Leases, as if they were consummated on January 1, 2020. The unaudited condensed consolidated balance sheet as of September 30, 2021 comprises the unaudited balance sheets of MyMD Florida, Supera and MyMD as of September 30, 2021, giving effect to the Supera Purchase as if they were consummated on January 1, 2020 and the reverse merger with MyMD on April 16, 2021 with all material intercompany balances eliminated and recording goodwill upon consolidation. The unaudited condensed consolidated statement of comprehensive loss for the three and nine months ended September 30, 2021 comprises the unaudited statements of comprehensive loss of MyMD Florida and Supera for the three and nine months ended September 30, 2021 and the statement of comprehensive loss for MyMD for the post-acquisition period April 17, 2021 through September 30, 2021. The Company effected a 1-for-2 reverse stock split |
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 related to business combinations, loss contingencies and the 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. |
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. Since the Company has no items of comprehensive income, comprehensive loss is equal to net loss. |
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. (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 September 30, 2021 and December 31, 2020. Schedule of Marketable Securities Marketable Securities: Quoted Prices in Quoted Prices Significant Marketable securities at September 30, 2021 $ 14,002,767 $ - $ - Marketable securities at December 31, 2020 $ - $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. As of September 30, 2021, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. Gains and losses resulting from the sales of marketable securities were a realized loss of $ 1,100 for the three months ended September 30, 2021 and a realized gain of $ 40,347 for the nine months ended September 30, 2021. Gains and losses resulting from the sales of marketable securities were $ 0 for the three and nine months ended September 30, 2020. Proceeds from the sales of marketable securities in the three and nine months ended September 30, 2021 were $ 5,500,000 15,483,176 0 |
Prepaid Expenses | (g) Prepaid Expenses Expenses paid prior to the date that the related services are rendered or used are recorded as prepaid expenses which are comprised principally of various insurance expenses. |
Concentrations | (h) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the Federal Despot Insurance Corporation (“FDIC”) insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with three banks. |
Risk Management of Cash and Investments | (i) 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 a brokerage firm. |
Investments | (j) Investments 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 in accordance with FASB ASC 323. |
Research and Development Costs | (k) 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. |
Income Taxes | (l) 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 no There is no income tax benefit for the losses for the three and nine months ended September 30, 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 Tax years from 2017 through 2020 remain subject to examination by federal and state jurisdictions. |
Basic and Diluted Earnings per Share of Common Stock | (m) 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 and three months ended September 30, 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: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Stock Options 4,188,315 3,821,710 4,188,315 3,821,710 Warrants to purchase common stock 5,316,249 - 5,316,249 - Pre-funded Warrants to purchase common stock 520,270 - 520,270 - Series D Preferred Convertible Stock 36,496 - 36,496 - Warrants to purchase Series C Preferred stock 27,500 - 27,500 - Total potentially dilutive shares 10,088,830 3,821,710 10,088,830 3,821,710 |
Stock-based Payments | (n) Stock-based Payments The Company accounts for stock-based compensation under the provisions of FASB 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. 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 | (o) Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. |
Right-of-Use Assets | (p) Right-of-Use Assets The Company leases a facility in Tampa, Florida (the “Hyde Park”) under an operating lease (“Hyde Park Lease”) with annual rentals of $ 22,048 23,320 36 June 30, 2022 The Company leased an aircraft under an operating lease (“Supera Aviation”) with annual rentals of $ 600,000 36 September 26, 2021 The Company leases a facility in Baltimore, Maryland (the “N Wolfe St.”) under an operating lease (“Baltimore Lease”) with annual rentals of $ 24,000 25,462 36 November 9, 2023 On January 1, 2019 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2019. The adoption of ASC 842 resulted in the recognition of operating lease ROU assets of $ 1,014,636 1,016,015 1,379 The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the Supera Aviation, the Hyde Park and the N Wolfe St. Condensed Consolidated Balance Sheet information related to its leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease As of September 30, 2021 As of December 31, 2020 Supera Hyde N Wolfe Supera Hyde N Wolfe Balance Sheet Location Aviation Park Street Total Aviation Park Street Total Operating Leases Lease Right of Use $ - $ 18,010 $ 46,221 $ 64,231 $ 431,809 $ 34,722 $ 60,664 $ 527,195 Lease Payable, current - 18,022 20,910 38,932 431,809 25,120 24,120 481,049 Lease Payable - net of current - - 25,978 25,978 - 9,704 36,665 46,369 The following provides details of the Company’s lease expense: Schedule of Lease Cost Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Supera Hyde N Wolfe Supera Hyde N Wolfe Lease Expenses Aviation Park Street Total Aviation Park Street Total Operating Leases Lease Costs $ - $ 6,257 $ 6,000 $ 12,257 $ 150,000 $ 16,830 $ 19,455 $ 186,285 Other information related to leases is presented below: Schedule of Other Information Related to Leases As of September 30, 2021 Supera Hyde N Wolfe Other Information Aviation Park Street Total Operating Leases Operating cash used $ 150,000 $ 16,830 $ 19,455 $ 186,285 Weighted-average remaining lease term - 9 25 17 Weighted-average discount rate 10.0 % 10.0 % 10.0 % 10.0 % As of September 30, 2021, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments As of September 30, 2021 Supera Hyde N Wolfe Aviation Park Street Total For Years Ending September 30, 2022 $ - $ 18,782 $ 24,660 $ 43,442 2023 - - 25,400 25,400 2024 - - 2,122 2,122 Total future minimum lease payments, undiscounted $ - $ 18,782 $ 52,182 $ 70,964 Less: Imputed interest - 12 667 679 Present value of future minimum lease payments $ - $ 18,770 $ 51,515 $ 70,285 |
Recently Issued Accounting Pronouncements | (q) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842) (“ASU-2016-02”), which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company has adopted ASU-2016-02, effective January 1, 2019, and, as a result of this implementation, has recorded an operating lease right-of-use asset and an operating lease liability as of December 31, 2019. 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. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity - Classified Written Call Options. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | The following is a description of the valuation methodologies used for assets measured at fair value as of September 30, 2021 and December 31, 2020. Schedule of Marketable Securities Marketable Securities: Quoted Prices in Quoted Prices Significant Marketable securities at September 30, 2021 $ 14,002,767 $ - $ - Marketable securities at December 31, 2020 $ - $ - $ - |
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: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Stock Options 4,188,315 3,821,710 4,188,315 3,821,710 Warrants to purchase common stock 5,316,249 - 5,316,249 - Pre-funded Warrants to purchase common stock 520,270 - 520,270 - Series D Preferred Convertible Stock 36,496 - 36,496 - Warrants to purchase Series C Preferred stock 27,500 - 27,500 - Total potentially dilutive shares 10,088,830 3,821,710 10,088,830 3,821,710 |
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease | The Company’s operating leases are comprised of the Supera Aviation, the Hyde Park and the N Wolfe St. Condensed Consolidated Balance Sheet information related to its leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease As of September 30, 2021 As of December 31, 2020 Supera Hyde N Wolfe Supera Hyde N Wolfe Balance Sheet Location Aviation Park Street Total Aviation Park Street Total Operating Leases Lease Right of Use $ - $ 18,010 $ 46,221 $ 64,231 $ 431,809 $ 34,722 $ 60,664 $ 527,195 Lease Payable, current - 18,022 20,910 38,932 431,809 25,120 24,120 481,049 Lease Payable - net of current - - 25,978 25,978 - 9,704 36,665 46,369 |
Schedule of Lease Cost | The following provides details of the Company’s lease expense: Schedule of Lease Cost Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Supera Hyde N Wolfe Supera Hyde N Wolfe Lease Expenses Aviation Park Street Total Aviation Park Street Total Operating Leases Lease Costs $ - $ 6,257 $ 6,000 $ 12,257 $ 150,000 $ 16,830 $ 19,455 $ 186,285 |
Schedule of Other Information Related to Leases | Other information related to leases is presented below: Schedule of Other Information Related to Leases As of September 30, 2021 Supera Hyde N Wolfe Other Information Aviation Park Street Total Operating Leases Operating cash used $ 150,000 $ 16,830 $ 19,455 $ 186,285 Weighted-average remaining lease term - 9 25 17 Weighted-average discount rate 10.0 % 10.0 % 10.0 % 10.0 % |
Schedule of Operating Lease Minimum Lease Payments | As of September 30, 2021, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments As of September 30, 2021 Supera Hyde N Wolfe Aviation Park Street Total For Years Ending September 30, 2022 $ - $ 18,782 $ 24,660 $ 43,442 2023 - - 25,400 25,400 2024 - - 2,122 2,122 Total future minimum lease payments, undiscounted $ - $ 18,782 $ 52,182 $ 70,964 Less: Imputed interest - 12 667 679 Present value of future minimum lease payments $ - $ 18,770 $ 51,515 $ 70,285 |
Recent Developments, Liquidit_2
Recent Developments, Liquidity and Management’s Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Recent Developments Liquidity And Managements Plans | |
Schedule of Net Assets Acquired to be Allocated to Goodwill | Schedule of Net Assets Acquired to be Allocated to Goodwill Valuation Analysis Total Consideration $ 42,477,346 Cash and Cash Equivalents 1,380,852 Marketable Securities 29,480,524 Other Receivables 3,026,137 Prepaid Expenses 192,314 Investment in Oravax, Inc. 1,500,000 Trade and Other Payables (3,601,020 ) Net Tangible Assets Acquired $ 31,978,807 Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill $ 10,498,539 |
Summary of Milestone Events Payment | 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: Summary of Milestone Events Payment Milestone Event Milestone Payment Market capitalization of the Company for at least 10 20 500 $ 20 For every $ 250 10 20 1 $ 10 20 Market Capitalization of the Company for at least 10 20 1 $ 25 For every $ 1 10 20 $ 25 |
Unaudited Condensed Combined _2
Unaudited Condensed Combined Balance Sheet as of December 31, 2020 (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Unaudited Condensed Combined Balance Sheet As Of December 31 2020 | |
Schedule of Reclassification of Condensed Consolidated Balance Sheet Information | The audited Balance Sheets as of December 31, 2020 of pre-Merger MyMD Florida and Supera is presented below with the adjustments required to eliminate inter-company transactions, implement ASC 842 for reporting leasing transactions and reclassify certain balances to conform with the classification in the Condensed Consolidated Balance Sheet as of September 30, 2021. Schedule of Reclassification of Condensed Consolidated Balance Sheet Information MyMD Supera Pharmaceuticals Pharmaceuticals Restated Inc. Inc. AJE Total (audited) (audited) Adjustments # (unaudited) ASSETS Current Assets Cash $ 133,733 $ 14,551 - $ 148,284 Prepaid expenses 1,218 - - 1,218 Due from affiliate - 24,600 (24,600 ) 1 - Total Current Assets 134,951 39,151 (24,600 ) 149,502 Non-Current Assets Operating Lease Right-of-Use Assets - - 527,195 3 527,195 Intangible Assets, net - - - - Total Non-Current Assets - - 527,195 527,195 Total Assets $ 134,951 $ 39,151 $ 502,595 $ 676,697 LIABILITIES Current Liabilities Trade and Other Payables $ 1,025,063 $ 556,781 $ 219,885 1,2 $ 1,801,729 Due to Related Party 39,177 - (39,177 ) 2 - Interest Payable, related party 175,679 - (175,679 ) 2 - Loan Payable 1,200,000 - - 1,200,000 Operating Lease Payable - - 481,049 3 481,049 Paycheck Protection Program Loan 54,000 16,600 - 70,600 Total Current Liabilities 2,493,919 573,381 486,078 3,553,378 Non-Current Liabilities - Line of Credit Payable – related party, net of discount 1,734,237 599,747 - 2,333,984 Interest Payable, related party - 29,628 (29,628 ) 2 - Operating Lease Liability, net of current - - 46,369 3 46,369 Total Non-Current Liabilities 1,734,237 629,375 16,741 2,380,353 Total Liabilities $ 4,228,156 $ 1,202,756 $ 502,819 $ 5,933,731 Commitments and Contingencies STOCKHOLDERS’ DEFICIT Common stock, par $ 0.0001 100,000,000 73,991,413 4,004 - - 4,004 Additional Paid in Capital 43,411,488 - (1 ) 2 43,411,487 Accumulated Deficit (47,508,697 ) (1,163,605 ) (223 ) 3 (48,672,525 ) Total Stockholders’ Deficit (4,093,205 ) (1,163,605 ) (224 ) (5,257,034 ) Total Liabilities and Stockholders’ Deficit $ 134,951 $ 39,151 $ 502,595 $ 676,697 The following is an explanation of the adjusting entries that were recorded to arrive at the restated Condensed Consolidated Balance Sheet as of December 31, 2020: AJE # Account Debit Credit 1 Trade and Other Payables 24,600 Due from Affiliate 24,600 To eliminate inter-company transactions 2 Due to Related Party 39,177 Interest Payable, related party 175,679 Interest Payable, related party 29,628 Additional Paid-In Capital 1 Trade and Other Payables 244,485 To reclassify account balances to conform with the classification on the September 30, 2021 Condensed Consolidated Balance Sheet 3 Operating Lease Right-of-Use 527,195 Accumulated Deficit 223 Operating Lease Payable 481,049 Operating Lease Payable, net of current portion 46,369 To implement ASC 842 for the accounting of operating leases |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | Trade and other payables consist of the following: Schedule of Trade and Other Payables September 30, 2021 December 31, 2020 Accounts Payable – Trade $ 1,914,672 $ 1,104,803 Accounts Payable – Trade – related party - 477,042 Accrued Expenses 138,870 205,307 Accounts Payable – Other - related party - 14,577 Trade and Other Payables, Total $ 2,052,542 $ 1,801,729 |
Share-based Payments (Tables)
Share-based Payments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Outstanding Stock Options and Changes | The following is the status of outstanding stock options outstanding as of September 30, 2021 and changes for the nine months ended September 30, 2021: Summary of Outstanding Stock Options and Changes Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Term (years) Value Balance as of December 31, 2020 4,188,315 $ 2.59 2.29 $ - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance as of September 30, 2021 4,188,315 $ 2.59 1.54 $ 19,308,132 Exercisable as of September 30, 2021 4,188,315 $ 2.59 1.54 $ 19,308,132 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the warrant activity for the nine months ended September 30, 2021: Summary of Warrant Activity Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Warrants Price (years) Value Balance as of December 31, 2020 - $ - - $ - Assumed from Merger 5,363,547 5.19 5.02 - Granted - - - - Exercised (47,298 ) 4.12 4.63 - Forfeited - - - - Canceled/Expired - - - - Balance as of September 30, 2021 5,316,249 $ 5.19 4.59 $ 15,905,538 Exercisable as of September 30, 2021 5,316,249 $ 5.19 4.59 $ 15,905,538 |
Pre-funded Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the pre-funded warrant activity for the nine months ended September 30, 2021: Summary of Warrant Activity Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Warrants Price (years) Value Balance as of December 31, 2020 - $ - - $ - Assumed from Merger 986,486 0.002 - - Granted - - - - Exercised 466,216 0.002 - - Forfeited - - - - Canceled/Expired - - - - Balance as of September 30, 2021 520,270 $ 0.002 - $ 3,744,903 Exercisable as of September 30, 2021 520,270 $ 0.002 - $ 3,744,903 |
Convertible Preferred Series C Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the activity during the nine months period ended September 30, 2021 for warrants issued in December 2019 for the purchase of Series C Convertible Preferred Stock: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance as December 31, 2020 - $ - - $ - Assumed from Merger 27,500 8.00 3.65 - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance as of September 30, 2021 27,500 $ 8.00 3.19 $ - Exercisable as of September 30, 2021 27,500 $ 8.00 3.19 $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) - $ / shares | Apr. 16, 2021 | Sep. 30, 2021 |
Common Stock, par value | $ 0.0001 | |
Supera Pharmaceuticals Inc [Member] | Asset Purchase Agreement [Member] | ||
Stock issued during period, shares, acquisitions | 33,937,909 | |
MyMD Pharmaceuticals (Florida), Inc [Member] | ||
Common Stock, par value | $ 0.001 | |
Exchange ratio price per shares | $ 0.7718 | |
Stockholders' Equity, Reverse Stock Split | 1-for-2 reverse stock split | |
Stock issued during period, shares, acquisitions | 32,741,622 |
Schedule of Marketable Securiti
Schedule of Marketable Securities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | $ 14,002,767 | |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 10,088,830 | 3,821,710 | 10,088,830 | 3,821,710 |
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 4,188,315 | 3,821,710 | 4,188,315 | 3,821,710 |
Warrants To Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 5,316,249 | 5,316,249 | ||
Pre-Funded Warrants To Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 520,270 | 520,270 | ||
Series D Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 36,496 | 36,496 | ||
Warrants To Purchase Series C Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares | 27,500 | 27,500 |
Schedule of Condensed Consolida
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Right of Use | $ 64,231 | $ 527,195 |
Lease Payable, current | 38,932 | 481,049 |
Lease Payable - net of current | 25,978 | 46,369 |
Aircraft Lease [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Right of Use | 431,809 | |
Lease Payable, current | 431,809 | |
Lease Payable - net of current | ||
Hyde Park Facility [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Right of Use | 18,010 | 34,722 |
Lease Payable, current | 18,022 | 25,120 |
Lease Payable - net of current | 9,704 | |
Baltimore Facility [Memebr] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Right of Use | 46,221 | 60,664 |
Lease Payable, current | 20,910 | 24,120 |
Lease Payable - net of current | $ 25,978 | $ 36,665 |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | $ 12,257 | $ 186,285 |
Aircraft Lease [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | 150,000 | |
Hyde Park Facility [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | 6,257 | 16,830 |
Baltimore Facility [Memebr] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | $ 6,000 | $ 19,455 |
Schedule of Other Information R
Schedule of Other Information Related to Leases (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 186,285 |
Weighted-average remaining lease term | 17 years |
Weighted-average discount rate | 10.00% |
Aircraft Lease [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 150,000 |
Weighted-average discount rate | 10.00% |
Hyde Park Facility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 16,830 |
Weighted-average remaining lease term | 9 years |
Weighted-average discount rate | 10.00% |
Baltimore Facility [Memebr] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 19,455 |
Weighted-average remaining lease term | 25 years |
Weighted-average discount rate | 10.00% |
Schedule of Operating Lease Min
Schedule of Operating Lease Minimum Lease Payments (Details) | Sep. 30, 2021USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | $ 43,442 |
2023 | 25,400 |
2024 | 2,122 |
Total future minimum lease payments, undiscounted | 70,964 |
Less: Imputed interest | 679 |
Present value of future minimum lease payments | 70,285 |
Aircraft Lease [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | |
2023 | |
2024 | |
Total future minimum lease payments, undiscounted | |
Less: Imputed interest | |
Present value of future minimum lease payments | |
Hyde Park Facility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | 18,782 |
2023 | |
2024 | |
Total future minimum lease payments, undiscounted | 18,782 |
Less: Imputed interest | 12 |
Present value of future minimum lease payments | 18,770 |
Baltimore Facility [Memebr] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | 24,660 |
2023 | 25,400 |
2024 | 2,122 |
Total future minimum lease payments, undiscounted | 52,182 |
Less: Imputed interest | 667 |
Present value of future minimum lease payments | $ 51,515 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 09, 2020 | Jan. 02, 2020 | Jul. 02, 2019 | Oct. 26, 2018 | Dec. 31, 2019 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||||||||||
Marketable Securities, Gain (Loss) | $ 1,100 | $ 40,347 | $ 0 | ||||||||
Proceeds from sale of maketable securities | 5,500,000 | $ 15,483,176 | |||||||||
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 | 0 | $ 0 | $ 0 | ||||||||
Accrued for penalties and interest | 0 | $ 0 | 0 | $ 0 | |||||||
Operating Lease, Right-of-Use Asset | $ 1,014,636 | 64,231 | 64,231 | 527,195 | |||||||
Operating Lease, Liability | 1,016,015 | $ 25,978 | $ 25,978 | $ 46,369 | |||||||
Cumulative Effect Of Adoption | $ 1,379 | $ (1,379) | |||||||||
Merger Agreement [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-2 reverse stock split | ||||||||||
Hyde Park Facility [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Lessee, Operating Lease, Term of Contract | 36 months | ||||||||||
Lease Expiration Date | Nov. 9, 2023 | Jun. 30, 2022 | |||||||||
Hyde Park Facility [Member] | Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Payments for Rent | $ 22,048 | ||||||||||
Hyde Park Facility [Member] | Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Payments for Rent | $ 23,320 | ||||||||||
Supera Aviation [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Payments for Rent | $ 600,000 | ||||||||||
Aircraft Lease [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Lessee, Operating Lease, Term of Contract | 36 months | ||||||||||
Lease Expiration Date | Sep. 26, 2021 | ||||||||||
Baltimore Facility [Memebr] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Lessee, Operating Lease, Term of Contract | 36 months | ||||||||||
Baltimore Facility [Memebr] | Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Payments for Rent | $ 24,000 | ||||||||||
Baltimore Facility [Memebr] | Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Payments for Rent | $ 25,462 |
Schedule of Net Assets Acquired
Schedule of Net Assets Acquired to be Allocated to Goodwill (Details) - Akers Biosciences, Inc [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Apr. 16, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Total Consideration | $ 42,477,346 | |
Cash and Cash Equivalents | $ 1,380,852 | |
Marketable Securities | 29,480,524 | |
Other Receivables | 3,026,137 | |
Prepaid Expenses | 192,314 | |
Investment in Oravax, Inc. | 1,500,000 | |
Trade and Other Payables | (3,601,020) | |
Net Tangible Assets Acquired | 31,978,807 | |
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill | $ 10,498,539 |
Summary of Milestone Events Pay
Summary of Milestone Events Payment (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Milestone Period One [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
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] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
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] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
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] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
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_3
Recent Developments, Liquidity and Management’s Plans - Summary of Milestone Events Payment (Details) (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)d | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 10 |
Milestone Period One [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Convertible, Threshold Trading Days | d | 10 |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 20 |
[custom:MarketCapitalization] | $ 500 |
Payments to Milestone | $ 20 |
Milestone Period Two [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Convertible, Threshold Trading Days | d | 10 |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 20 |
[custom:MarketCapitalization] | $ 250 |
Payments to Milestone | 20 |
Milestone Period Two [Member] | Maximum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
[custom:MarketCapitalization] | 1,000 |
Payments to Milestone | $ 10 |
Milestone Period Three [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Convertible, Threshold Trading Days | d | 10 |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 20 |
[custom:MarketCapitalization] | $ 1,000 |
Payments to Milestone | $ 25 |
Milestone Period Four [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt Instrument, Convertible, Threshold Trading Days | d | 10 |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 20 |
[custom:MarketCapitalization] | $ 1,000 |
Milestone Period Four [Member] | Maximum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payments to Milestone | $ 25 |
Recent Developments, Liquidit_4
Recent Developments, Liquidity and Management’s Plans (Details Narrative) | Apr. 16, 2021USD ($)shares | Apr. 16, 2021USD ($)shares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Apr. 15, 2021shares | Sep. 30, 2021USD ($)d$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 23, 2020 | Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($) |
Cash and Cash Equivalents, at Carrying Value | $ 1,375,014 | $ 1,375,014 | $ 148,284 | ||||||||||||
[custom:DescriptionOfContributionTransaction] | 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 | ||||||||||||||
Royalty payments, percentage | 0.025 | ||||||||||||||
Accounts Payable, Current | 2,053,542 | 2,053,542 | 1,801,729 | ||||||||||||
Amounts paid by related party | 3,062,444 | ||||||||||||||
Goodwill | 10,498,539 | $ 10,498,539 | |||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 10 | ||||||||||||||
Debt Instrument, Redemption, Description | Milestone Shares to be issued be deemed to be less than $5.00 per share | ||||||||||||||
Marketable Securities, Current | 14,002,767 | $ 14,002,767 | |||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 5,467,281 | $ 3,122,900 | 26,649,321 | 5,199,758 | |||||||||||
[custom:WorkingCapital-0] | 13,855,132 | 13,855,132 | |||||||||||||
Stockholders' Equity Attributable to Parent | 25,891,924 | $ 31,074,335 | $ (8,346,738) | (3,765,816) | $ (3,051,439) | $ (2,664,780) | 25,891,924 | (3,765,816) | (5,257,034) | $ (2,332,831) | $ (1,726,363) | ||||
Retained Earnings (Accumulated Deficit) | 75,321,846 | 75,321,846 | $ 48,672,525 | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | 14,704,008 | 3,415,364 | |||||||||||||
Net Income (Loss) Attributable to Parent | 5,467,281 | $ 18,092,336 | $ 3,089,704 | $ 3,122,900 | $ 1,094,909 | $ 981,949 | 26,649,321 | 5,199,758 | |||||||
Increase (Decrease) in Accounts Payable, Trade | 3,233,299 | $ 26,142 | |||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 15,036,051 | ||||||||||||||
MyMD Pharmaceuticals (Florida), Inc [Member] | |||||||||||||||
Shares issued for acquistion | shares | 32,741,622 | ||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Shares vested | shares | 394,680 | 263,026 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 4.94 | ||||||||||||||
Oravax [Member] | |||||||||||||||
Accounts Payable, Current | 1,500,000 | $ 1,500,000 | |||||||||||||
Premas [Member] | |||||||||||||||
Accounts Payable, Current | 300,000 | 300,000 | |||||||||||||
Contribution Agreement [Member] | |||||||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 1,500,000 | $ 1,500,000 | |||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 390,000 | 390,000 | |||||||||||||
Contribution Agreement [Member] | Premas Biotech PVT Ltd. [Member] | |||||||||||||||
Due to related parties | $ 1,500,000 | 1,500,000 | |||||||||||||
Contribution Agreement [Member] | Pre-merger Akers Biosciences, Inc. [Member] | |||||||||||||||
Amounts paid by related party | $ 1,200,000 | ||||||||||||||
Merger Agreement [Member] | |||||||||||||||
Issuance of post reverse stock split | shares | 28,553,307 | ||||||||||||||
Exchange ratio percentage | 77.05% | ||||||||||||||
Percentage of common stock | 49.68% | 49.68% | |||||||||||||
Merger Agreement [Member] | Pre-funded Warrants [Member] | |||||||||||||||
Warrants to purchase | shares | 986,486 | 986,486 | |||||||||||||
Cystron Biotech LLC [Member] | Membership Interest Purchase Agreement [Member] | |||||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100.00% | ||||||||||||||
MYMD Pharmaceuticals, Inc., [Member] | Merger Agreement [Member] | |||||||||||||||
Business acquisition description | 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, 2023, the second-year anniversary of the Merger. | ||||||||||||||
Akers Biosciences, Inc [Member] | |||||||||||||||
Business acquisition description | Akers’ valuation is based upon 8,335,627 common shares outstanding and 263,026 vested restricted stock units (“RSU’) with a fair market value of $4.94 per share, the closing price of Akers common shares on the NASDAQ Stock Exchange on April 16, 2021. | ||||||||||||||
Goodwill | $ 10,498,539 | $ 10,498,539 | |||||||||||||
Pre market capitalization | 42,477,346 | 42,477,346 | |||||||||||||
Tangible asset | $ 31,978,807 | $ 31,978,807 | |||||||||||||
Shares issued for acquistion | shares | 8,335,627 |
Schedule of Reclassification of
Schedule of Reclassification of Condensed Consolidated Balance Sheet Information (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | Nov. 30, 2019 |
Cash | $ 1,375,014 | $ 148,284 | ||||||||
Prepaid expenses | 569,825 | 1,218 | ||||||||
Due from affiliate | ||||||||||
Total Current Assets | 149,502 | |||||||||
Operating Lease Right-of-Use Assets | 64,231 | 527,195 | $ 1,014,636 | |||||||
Intangible Assets, net | ||||||||||
Total Non-Current Assets | 12,062,770 | 527,195 | ||||||||
Total Assets | 28,010,376 | 676,697 | ||||||||
Trade and Other Payables | 2,053,542 | 1,801,729 | ||||||||
Due to Related Party | ||||||||||
Interest Payable, related party | ||||||||||
Loan Payable | 1,200,000 | |||||||||
Operating Lease Payable | 38,932 | 481,049 | ||||||||
Paycheck Protection Program Loan | 70,600 | |||||||||
Total Current Liabilities | 2,092,474 | 3,553,378 | ||||||||
Line of Credit Payable – related party, net of discount | 2,333,984 | |||||||||
Interest Payable, related party | ||||||||||
Operating Lease Liability, net of current | 25,978 | 46,369 | $ 1,016,015 | |||||||
Total Non-Current Liabilities | 25,978 | 2,380,353 | ||||||||
Total Liabilities | 2,118,452 | 5,933,731 | ||||||||
Commitments and Contingencies | ||||||||||
STOCKHOLDERS’ DEFICIT | ||||||||||
Common stock, par $0.0001, 100,000,000 shares authorized and 73,991,413 issued and outstanding as of December 31, 2020 | 4,004 | |||||||||
Common Stock, No Par Value | $ 0 | |||||||||
Additional Paid in Capital | 43,411,487 | |||||||||
Accumulated Deficit | (75,321,846) | (48,672,525) | ||||||||
Total Stockholders’ Equity (Deficit) | 25,891,924 | $ 31,074,335 | $ (8,346,738) | (5,257,034) | $ (3,765,816) | $ (3,051,439) | $ (2,664,780) | $ (2,332,831) | $ (1,726,363) | |
Total Liabilities and Stockholders’ Equity (Deficit) | 28,010,376 | 676,697 | ||||||||
Trade and Other Payable Non Current | 244,485 | |||||||||
Operating Lease, Liability | $ 70,285 | |||||||||
Supera Pharmaceuticals Inc [Member] | ||||||||||
Operating Lease Right-of-Use Assets | 527,195 | |||||||||
Trade and Other Payables | 24,600 | |||||||||
Operating Lease Liability, net of current | $ 46,369 | |||||||||
STOCKHOLDERS’ DEFICIT | ||||||||||
Common Stock, No Par Value | $ 0.0001 | |||||||||
Common Stock, Shares Authorized | 100,000,000 | |||||||||
Common Stock, Shares, Issued | 73,991,413 | |||||||||
Common Stock, Shares, Outstanding | 73,991,413 | |||||||||
Additional Paid in Capital | $ 1 | |||||||||
Accumulated Deficit | 223 | |||||||||
Due from Affiliate, Current | 24,600 | |||||||||
Due to Related Parties, Current | 39,177 | |||||||||
Interest Payable, Current | 175,679 | |||||||||
Accounts Payable, Interest-bearing, Noncurrent | 29,628 | |||||||||
Operating Lease, Liability | 481,049 | |||||||||
Pro Forma [Member] | ||||||||||
Cash | 133,733 | |||||||||
Prepaid expenses | 1,218 | |||||||||
Due from affiliate | ||||||||||
Total Current Assets | 134,951 | |||||||||
Operating Lease Right-of-Use Assets | ||||||||||
Intangible Assets, net | ||||||||||
Total Non-Current Assets | ||||||||||
Total Assets | 134,951 | |||||||||
Trade and Other Payables | 1,025,063 | |||||||||
Due to Related Party | 39,177 | |||||||||
Interest Payable, related party | 175,679 | |||||||||
Loan Payable | 1,200,000 | |||||||||
Operating Lease Payable | ||||||||||
Paycheck Protection Program Loan | 54,000 | |||||||||
Total Current Liabilities | 2,493,919 | |||||||||
Line of Credit Payable – related party, net of discount | 1,734,237 | |||||||||
Interest Payable, related party | ||||||||||
Operating Lease Liability, net of current | ||||||||||
Total Non-Current Liabilities | 1,734,237 | |||||||||
Total Liabilities | 4,228,156 | |||||||||
STOCKHOLDERS’ DEFICIT | ||||||||||
Common stock, par $0.0001, 100,000,000 shares authorized and 73,991,413 issued and outstanding as of December 31, 2020 | 4,004 | |||||||||
Additional Paid in Capital | 43,411,488 | |||||||||
Accumulated Deficit | (47,508,697) | |||||||||
Total Stockholders’ Equity (Deficit) | (4,093,205) | |||||||||
Total Liabilities and Stockholders’ Equity (Deficit) | 134,951 | |||||||||
Pro Forma [Member] | Supera Pharmaceuticals Inc [Member] | ||||||||||
Cash | 14,551 | |||||||||
Prepaid expenses | ||||||||||
Due from affiliate | 24,600 | |||||||||
Total Current Assets | 39,151 | |||||||||
Operating Lease Right-of-Use Assets | ||||||||||
Intangible Assets, net | ||||||||||
Total Non-Current Assets | ||||||||||
Total Assets | 39,151 | |||||||||
Trade and Other Payables | 556,781 | |||||||||
Due to Related Party | ||||||||||
Interest Payable, related party | ||||||||||
Loan Payable | ||||||||||
Operating Lease Payable | ||||||||||
Paycheck Protection Program Loan | 16,600 | |||||||||
Total Current Liabilities | 573,381 | |||||||||
Line of Credit Payable – related party, net of discount | 599,747 | |||||||||
Interest Payable, related party | 29,628 | |||||||||
Operating Lease Liability, net of current | ||||||||||
Total Non-Current Liabilities | 629,375 | |||||||||
Total Liabilities | 1,202,756 | |||||||||
STOCKHOLDERS’ DEFICIT | ||||||||||
Common stock, par $0.0001, 100,000,000 shares authorized and 73,991,413 issued and outstanding as of December 31, 2020 | ||||||||||
Additional Paid in Capital | ||||||||||
Accumulated Deficit | (1,163,605) | |||||||||
Total Stockholders’ Equity (Deficit) | (1,163,605) | |||||||||
Total Liabilities and Stockholders’ Equity (Deficit) | 39,151 | |||||||||
Adjustments [Member] | ||||||||||
Cash | ||||||||||
Prepaid expenses | ||||||||||
Due from affiliate | (24,600) | |||||||||
Total Current Assets | (24,600) | |||||||||
Operating Lease Right-of-Use Assets | 527,195 | |||||||||
Intangible Assets, net | ||||||||||
Total Non-Current Assets | 527,195 | |||||||||
Total Assets | 502,595 | |||||||||
Trade and Other Payables | 219,885 | |||||||||
Due to Related Party | (39,177) | |||||||||
Interest Payable, related party | (175,679) | |||||||||
Loan Payable | ||||||||||
Operating Lease Payable | 481,049 | |||||||||
Paycheck Protection Program Loan | ||||||||||
Total Current Liabilities | 486,078 | |||||||||
Line of Credit Payable – related party, net of discount | ||||||||||
Interest Payable, related party | (29,628) | |||||||||
Operating Lease Liability, net of current | 46,369 | |||||||||
Total Non-Current Liabilities | 16,741 | |||||||||
Total Liabilities | 502,819 | |||||||||
STOCKHOLDERS’ DEFICIT | ||||||||||
Common stock, par $0.0001, 100,000,000 shares authorized and 73,991,413 issued and outstanding as of December 31, 2020 | ||||||||||
Additional Paid in Capital | (1) | |||||||||
Accumulated Deficit | (223) | |||||||||
Total Stockholders’ Equity (Deficit) | (224) | |||||||||
Total Liabilities and Stockholders’ Equity (Deficit) | $ 502,595 |
Schedule of Trade and Other Pay
Schedule of Trade and Other Payables (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts Payable – Trade | $ 1,914,672 | $ 1,104,803 |
Accounts Payable – Trade – related party | 477,042 | |
Accrued Expenses | 138,870 | 205,307 |
Accounts Payable – Other - related party | 14,577 | |
Trade and Other Payables, Total | $ 2,052,542 | $ 1,801,729 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 11, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Short-term Debt [Line Items] | ||||
Debt Instrument, Description | Bridge Loan Advances accrue interest | |||
Secured Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Due to Related Parties | $ 3,000,000 | $ 1,200,000 | ||
Bridge Loan Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Interest Payable, Current | $ 26,137 | |||
Merger Agreement [Member] | Secured Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Face Amount | $ 3,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 8.00% | |||
Elimination of debt upon merger. | $ 3,026,137 |
Summary of Outstanding Stock Op
Summary of Outstanding Stock Options and Changes (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Beginning Balance | shares | 4,188,315 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 2.59 |
Weighted Average Remaining Contractual Term (Years), Beginning | 2 years 3 months 14 days |
Aggregate Intrinsic Value, Beginning Balance | $ | |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Contractual Term (Years), Granted | |
Aggregate Intrinsic Value, Granted | $ | |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Remaining Contractual Term (Years), Exercised | |
Aggregate Intrinsic Value, Exercised | $ | |
Number of Options, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Remaining Contractual Term (Years), Forfeited | |
Aggregate Intrinsic Value, Forfeited | $ | |
Number of Options, Canceled/Expired | shares | |
Weighted Average Exercise Price, Canceled/Expired | $ / shares | |
Weighted Average Remaining Contractual Term (Years), Canceled/Expired | |
Aggregate Intrinsic Value, Canceled/Expired | $ | |
Number of Options, Ending Balance | shares | 4,188,315 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.59 |
Weighted Average Remaining Contractual Term (Years), Ending | 1 year 6 months 14 days |
Aggregate Intrinsic Value, Ending Balance | $ | $ 19,308,132 |
Number of Options, Exercisable | shares | 4,188,315 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.59 |
Weighted Average Remaining Contractual Term (Years), Exercisable | 1 year 6 months 14 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 19,308,132 |
Share-based Payments (Details N
Share-based Payments (Details Narrative) - USD ($) | Sep. 11, 2020 | Aug. 27, 2020 | Mar. 29, 2019 | Sep. 30, 2021 | Apr. 15, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 16, 2021 | Dec. 31, 2020 | Dec. 07, 2018 | Aug. 07, 2017 | Dec. 31, 2016 | Jan. 23, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 47,298 | $ 47,298 | |||||||||||
Options granted | |||||||||||||
Share based compensation | $ 15,036,051 | ||||||||||||
Exercise price | 2.59 | $ 2.59 | |||||||||||
Fair value per share | $ 4.94 | $ 4.94 | |||||||||||
Volatility index | 122.31% | ||||||||||||
Discount rate | 0.16% | ||||||||||||
Value of options outstanding | $ 19,308,132 | $ 19,308,132 | |||||||||||
Stock options outstanding | 4,188,315 | 4,188,315 | 4,188,315 | ||||||||||
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. | ||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares vested | 394,680 | 263,026 | |||||||||||
Shares surrendered | 139,457 | ||||||||||||
Value of shares surrendered | $ 688,913 | ||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized | 50,000,000 | ||||||||||||
Options granted | 4,188,315 | ||||||||||||
Shares remain available for issuance | 0 | 0 | |||||||||||
Share based compensation | $ 15,036,051 | $ 979,758 | |||||||||||
Value of options outstanding | $ 0 | ||||||||||||
2021 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares remain available for issuance | 7,228,184 | ||||||||||||
2021 Equity Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares remain available for issuance | 7,228,184 | 7,228,184 | |||||||||||
2018 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized | 560,063 | 39,063 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 297,037 | 297,037 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 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 | 263,026 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 394,680 | ||||||||||||
2013 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized | 2,162 | ||||||||||||
Stock options outstanding | 0 | 0 | |||||||||||
Amended Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 755 | 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 | 3,516 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,984 | 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 | ||||||||||||
2017 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options outstanding | 0 | 0 | |||||||||||
2018 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options outstanding | 0 | 0 | |||||||||||
Common Stock Warrants [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.20 | $ 7.20 | $ 7.20 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Weighted Average Remaining Contractual Term (years), Beginning | |
Aggregate Intrinsic Value, Beginning | $ | |
Number of Warrants, Assumed from Merger | 5,363,547 |
Weighted Average Exercise Price, Assumed from Merger | $ / shares | $ 5.19 |
Weighted Average Remaining Contractual Term (years), Granted | 5 years 7 days |
Aggregate Intrinsic Value, Assumed from merger | $ | |
Number of Warrants, Granted | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Contractual Term (years), Granted | |
Aggregate Intrinsic Value, Granted | $ | |
Number of Warrants, Exercised | (47,298) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 4.12 |
Weighted Average Remaining Contractual Term (years), Exercised | 4 years 7 months 17 days |
Aggregate Intrinsic Value, Exercised | $ | |
Number of Warrants, Forfeited | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Remaining Contractual Term (years), Forfeited | |
Aggregate Intrinsic Value, Forfeited | $ | |
Number of Warrants, Cancelled/Expired | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Weighted Average Remaining Contractual Term (years), Canceled/Expired | |
Aggregate Intrinsic Value, Cancelled/Expired | $ | |
Number of Warrants, Ending Balance | 5,316,249 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5.19 |
Weighted Average Remaining Contractual Term (years), Ending | 4 years 7 months 2 days |
Aggregate Intrinsic Value, Ending | $ | $ 15,905,538 |
Number of Warrants, Exercisable | 5,316,249 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 5.19 |
Weighted Average Remaining Contractual Term (years), Exercisable | 4 years 7 months 2 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 15,905,538 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 47,298 |
Pre-funded Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Weighted Average Remaining Contractual Term (years), Beginning | |
Aggregate Intrinsic Value, Beginning | $ | |
Number of Warrants, Assumed from Merger | 986,486 |
Weighted Average Exercise Price, Assumed from Merger | $ / shares | $ 0.002 |
Weighted Average Remaining Contractual Term (years), Granted | |
Aggregate Intrinsic Value, Assumed from merger | $ | |
Number of Warrants, Granted | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Contractual Term (years), Granted | |
Aggregate Intrinsic Value, Granted | $ | |
Number of Warrants, Exercised | (466,216) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.002 |
Weighted Average Remaining Contractual Term (years), Exercised | 0 years |
Aggregate Intrinsic Value, Exercised | $ | |
Number of Warrants, Forfeited | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Aggregate Intrinsic Value, Forfeited | $ | |
Number of Warrants, Cancelled/Expired | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Aggregate Intrinsic Value, Cancelled/Expired | $ | |
Number of Warrants, Ending Balance | 520,270 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.002 |
Weighted Average Remaining Contractual Term (years), Ending | |
Aggregate Intrinsic Value, Ending | $ | $ 3,744,903 |
Number of Warrants, Exercisable | 520,270 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.002 |
Weighted Average Remaining Contractual Term (years), Exercisable | |
Aggregate Intrinsic Value, Exercisable | $ | $ 3,744,903 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 466,216 |
Series C Convertible Preferred Stock [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Weighted Average Remaining Contractual Term (years), Beginning | 0 years |
Aggregate Intrinsic Value, Beginning | $ | |
Number of Warrants, Assumed from Merger | 27,500 |
Weighted Average Exercise Price, Assumed from Merger | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Granted | 3 years 7 months 24 days |
Aggregate Intrinsic Value, Assumed from merger | $ | |
Number of Warrants, Granted | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Contractual Term (years), Granted | 0 years |
Aggregate Intrinsic Value, Granted | $ | |
Number of Warrants, Exercised | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Remaining Contractual Term (years), Exercised | 0 years |
Aggregate Intrinsic Value, Exercised | $ | |
Number of Warrants, Forfeited | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Remaining Contractual Term (years), Forfeited | 0 years |
Aggregate Intrinsic Value, Forfeited | $ | |
Number of Warrants, Cancelled/Expired | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Weighted Average Remaining Contractual Term (years), Canceled/Expired | 0 years |
Aggregate Intrinsic Value, Cancelled/Expired | $ | |
Number of Warrants, Ending Balance | 27,500 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Ending | 3 years 2 months 8 days |
Aggregate Intrinsic Value, Ending | $ | |
Number of Warrants, Exercisable | 27,500 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Exercisable | 3 years 2 months 8 days |
Aggregate Intrinsic Value, Exercisable | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Aug. 05, 2021 | May 18, 2021 | Apr. 16, 2021 | Feb. 11, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 24, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred Stock, No Par Value | $ 0 | $ 0 | $ 0.01 | |||||
Preferred stock conversion price | $ 0.01 | |||||||
Preferred stock terms of conversion | A holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial Ownership Limitation”). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. | |||||||
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. | |||||||
Warrants exercised | 466,216 | |||||||
Stock issued during the period | 16,826 | 466,716 | ||||||
Fair market value | $ 90,002 | |||||||
Warrant exercise price | $ 47,298 | |||||||
Proceeds from Issuance of Warrants | $ 194,868 | |||||||
Common Stock Warrants [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant exercise price | $ 7.20 | $ 7.20 | ||||||
Warrants outstanding | 5,316,249 | |||||||
Pre-funded Common Stock Warrants [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant exercise price | $ 7.20 | |||||||
Warrants outstanding | 520,270 | |||||||
Series C Convertible Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant exercise price | $ 7.20 | |||||||
Warrants outstanding | 27,500 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Conversion of Stock, Shares Converted | 466,216 | |||||||
Securities Purchase Agreement [Member] | Pre-funded Warrants [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 466,216 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Apr. 28, 2021 | Nov. 23, 2020 | May 31, 2019 | Oct. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Nov. 30, 2018 |
Related Party Transaction [Line Items] | |||||||||||
Repayments of debt | $ 3,062,444 | ||||||||||
Lease liability | $ 70,964 | 70,964 | |||||||||
Amortization of Debt Discount (Premium) | 608,460 | 371,206 | |||||||||
Revolving Credit Facility [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayments of debt | 3,208,426 | ||||||||||
Maximum borrowing facility | $ 5,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Line of Credit Facility, Description | The facility had an initial term | ||||||||||
Debt Instrument, Term | 18 months | ||||||||||
Common stock option exercise price | $ 2.59 | ||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | $ 1,457,882 | ||||||||
Debt Instrument, Face Amount | $ 0 | 3,192,119 | |||||||||
Amortization of Debt Discount (Premium) | 0 | $ 139,342 | 608,460 | 278,685 | |||||||
Mr Williams [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | 0 | 0 | 14,577 | ||||||||
Supera Aviation I, LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party | 0 | 0 | 477,042 | ||||||||
Annual leasing fee | $ 600,000 | ||||||||||
Expenses incurred | 0 | $ 150,000 | $ 150,000 | $ 450,000 | |||||||
Supera Aviation I, LLC [Member] | Revolving Credit Facility [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing facility | $ 1,000,000 | ||||||||||
Expiration period | 38 months | ||||||||||
Expiration date | Dec. 31, 2022 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Long-term Line of Credit | 0 | $ 0 | $ 599,747 | ||||||||
Negotiated Settlement [Member] | Supera Aviation I, LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related party retired | $ 627,042 | ||||||||||
Lease liability | 517,384 | ||||||||||
Gain (loss) on settlement related party debt | $ 109,658 | ||||||||||
Taglich Brothers, Inc [Member] | Administrative Expenses [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayments of debt | $ 20,000 | $ 50,000 | |||||||||
Taglich Brothers, Inc [Member] | Consulting Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayments of debt | $ 10,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 4,244 | $ 0 | $ 7,132 | $ 0 |
401 K Plan Matches 50% [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |||
401 K Plan Maximum 5% [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Details Narrative) - Paycheck Protection Program [Member] - USD ($) | Jun. 01, 2021 | Apr. 16, 2020 |
Short-term Debt [Line Items] | ||
Proceeds from Loans | $ 70,600 | |
Debt Instrument, Payment Terms | The unforgiven portion of the PPP loan is payable over two years | |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |
Debt Instrument, Decrease, Forgiveness | $ 70,600 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | Oct. 14, 2021 | Oct. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||||
Fair value price per share | $ 2.59 | $ 2.59 | ||
Other expenses | $ 1,058,086 | $ 1,058,086 | ||
Additional loss | $ 207,220 | |||
Subsequent Event [Member] | Board of Directors Chairman [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period shares share based compensation | 2,795,000 | |||
Fair value price per share | $ 8.09 | $ 8.09 |