Exhibit 99.2

 

MYMD PHARMACEUTICALS, INC.

Balance Sheets

 

march 31, 2021 (UNAUDITED) AND december 31, 2020

 

 

MYMD BALANCE SHEET

 

		March 31,				December 31,
		2021				2020
		(Unaudited)
ASSETS
Current Assets:
Cash		$	432,103			$	133,733
Prepaid expenses and other current assets			1,218				1,218
Total Current assets			433,321				134,951
Total Assets		$	433,321			$	134,951
LIABILITIES AND STOCKHOLDER’S DEFICIT
Trade accounts payable		$	1,632,845			$	1,025,063
Due to Related Party			185,577				39,177
Accrued interest, related party			220,358				175,679
Loan Payable, related party			3,000,000				1,200,000
Payroll Protection Program Loan			54,000				54,000
Total Current Liabilities			5,092,780				2,493,919
Line of credit, related party net of unamortized discount			2,342,697				1,734,237
Total Liabilities			7,435,477				4,228,156
Stockholder’s Deficit
Common Stock $.0001 par value, 90,000,000 shares authorized 40,053,504 issued and outstanding			4,004				4,004
Additional Paid in Capital			43,411,488				43,411,488
Accumulated Deficit			(50,417,648	)			(47,508,697	)
Total Stockholder’s Deficit			(7,002,156	)			(4,093,205	)
Total Liabilities and Stockholder’s Deficit		$	433,321			$	134,951

 

The accompanying notes to the financial statements are an integral part of these statements.

 

 

MYMD PHARMACEUTICALS, INC.

Statements of Operations

 

period ended march 31, 2021 (UNAUDITED) and year ended december 31, 2020

 

 

MYMD PHARMACEUTICALS, INC.

 

		March 31,				December 31,
		2021				2020
		(Unaudited)
Revenues		$	-			$	-
Operating Costs:
General and administrative expenses			1,260,890				3,304,673
(including $0 and $855,000 of share-based compensation, respectively)
Research and development expenses			994,922				2,241,431
Option modification expense			-				2,009,145
Total Operating Costs			2,255,812				7,555,249
Interest Expense			(653,139	)			(1,375,216	)
Net Loss		$	(2,908,951	)		$	(8,930,465	)

 

The accompanying notes to the financial statements are an integral part of these statements.

 

 

MYMD PHARMACEUTICALS, INC.

Statements of stockholders’ DEFICIT

 

period ended march 31, 2021 (UNAUDITED) and year ended december 31, 2020

 

 

										Additional
		Common Stock								Paid In				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balances January 1, 2020			38,063,504			$	3,806			$	36,848,064			$	(38,578,232	)		$	(1,726,362	)
Sale of Common stock			1,980,000				198				1,979,802				-				1,980,000
Issuance of stock options for debt issuance			-				-				839,457				-				839,457
Share based compensation			-				-				855,000				-				855,000
Option modification			-				-				2,889,165				-				2,889,165
Net loss			-				-				-				(8,930,465	)			(8,930,465	)
Balances, December 31, 2020			40,043,504				4,004				43,411,488				(47,508,697	)			(4,093,205	)
Net loss			-				-				-				(2,908,951	)			(2,908,951	)
Balances March 31, 2021 (Unaudited)			40,043,504			$	4,004			$	43,411,488			$	(50,417,648	)		$	(7,002,156	)

 

The accompanying notes to the financial statements are an integral part of these statements.

 

 

MYMD PHARMACEUTICALS, INC.

statements of cash flows

 

period ended march 31, 2021 (UNAUDITED) and year ended december 31, 2020

 

 

		March 31,				December 31,
		2021				2020
		(Unaudited)
Cash flows from Operating activities
Net loss		$	(2,908,951	)		$	(8,930,465	)
Adjustments to reconcile net loss to net cash flows from operating activities Share based compensation			-				855,000
Option modification expense			-				2,009,145
Amortization of debt issuance costs			608,460				1,191,859
Non-cash amortization expense			-				18,334
Increase (decrease) in cash from changes in:
Prepaid expenses and other current assets			-				16,254
Accounts payable			607,782				146,443
Accrued interest			44,679				165,040
Net cash flows from operating activities			(1,648,030	)			(4,528,390	)
Cash flows from Financing activities
Proceeds from sale of common stock			-				1,980,000
Proceeds from Payroll Protection Program loan			-				54,000
Proceeds from line of credit related party			-				1,680,241
Payment on line of credit related party			-				(408,741	)
Proceeds from loan payable related party			1,800,000				1,200,000
Advances from related party			148,110				24,600
Net cash flows from financing activities			1,948,110				4,530,100
Net change in cash			300,080				1,710
Cash, beginning of period			132,023				132,023
Cash, end of period		$	432,103			$	133,733
Supplemental disclosure of cash flow information
Issuance of stock options for debt issuance costs		$	-			$	839,457
Modification of options recorded as increase in debt discount		$	-			$	880,020

 

The accompanying notes to the financial statements are an integral part of these statements.

 

 

MYMD PHARMACEUTICALS, INC.

notes to the financial statements

 

march 31, 2021 (UNAUDITED) and december 31, 2020

 

 

Note 1—Description of business and summary of significant accounting policies

 

Description of Business – MyMD Pharmaceuticals, Inc. (“MyMD” or the “Company”) was formed in 2014 and is a Florida-based clinical development stage biopharmaceutical company that is developing its product candidate, MyMD-1. MyMD-1 is a clinical stage small molecule that regulates the immunometabolic system to treat autoimmune disease, including (but not limited to) multiple sclerosis, diabetes, rheumatoid arthritis, and inflammatory bowel disease. MyMD-1 is being developed to treat age-related illnesses such as frailty and sarcopenia, and COVID-19. MyMD-1 works by regulating the release of numerous pro-inflammatory cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”). MyMD-1 will be evaluated in patients with depression due to COVID-19 related to the release of cytokines. The Company has significant intellectual property coverage to protect these autoimmune indications as well as therapy as an anti-aging product. The Company’s intellectual property portfolio consists of 12 granted patents (11 US and 1 foreign), 22 pending applications (5 US, 16 foreign, and 1 international application).

 

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. The Company completed its first-in-human Phase 1 clinical trial in December 2019. Phase 2 clinical trials for autoimmune diseases are planned as noted above, pending available financing.

 

Merger Transaction – In November 2020, the Company entered into an Asset Purchase Agreement (the “Supera Agreement”) with Supera Pharmaceuticals, Inc. (“Supera”), a related company though common control, to be acquired by the Company through the issuance of 33,937,909 shares of common stock. The Company entered into the Supera Agreement and closed the transaction on April 16, 2021 concurrently with the Plan of Merger (the “Akers Merger”) of the Company with Akers Biosciences, Inc. (“Akers”), an existing NASDAQ-listed public company. The combined company has been renamed MyMD Pharmaceuticals Inc. and is listed on the NASDAQ under the new ticker symbol “MYMD.” The combined company is led by Chris Chapman, MD, who is President and Chief Medical Officer of MyMD, and Adam Kaplin, MD, who is Chief Scientific Officer of MyMD. The combined company is planned to be headquartered in Baltimore, Maryland. Akers’ shareholders own approximately 22.61% of the combined company and MyMD’s shareholders own approximately 77.39% of the combined company. The merger agreement also provides for additional contingent payments in cash and shares to the stockholders of MyMD under certain circumstances.

 

Income Taxes – The Company has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal corporate income taxes on its taxable income. Instead, the stockholders are liable for individual federal income taxes on their respective share of the Company’s taxable income. The Subchapter S election terminated with the Akers Merger.

 

Share-Based Compensation – The Company accounts for stock-based awards to employees and non-employees using the fair value-based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. Fair value of each common stock option is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatility is based on historical volatility of a peer group’s common stock and other factors estimated over the expected term of the options. The expected term of the options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield. Existing options will continue under the Merger, with calculations consistent with the Merger Agreement terms.

 

Research and Development Expenses – Research and development costs are expensed in the period in which they are incurred and include the expenses paid to third parties, such as contract research organizations and consultants, who conduct research and development activities on behalf of the Company. Patent-related costs, including registration costs, documentation costs and other legal fees associated with the application, are expensed in the period in which they are incurred.

 

 

MYMD PHARMACEUTICALS, INC.

notes to the financial statements

 

march 31, 2021 (UNAUDITED) and december 31, 2020

 

 

Note 1—Description of business and summary of significant accounting policies (continued)

 

Use of Estimates – The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from such estimates and such differences could be material.

 

Subsequent Events – The Company has evaluated subsequent events through May 14, 2021, in connection with the preparation of these financial statements, which is the date the financial statements were available to be issued.

 

Note 2—Liquidity and capital resources

 

Historically, the Company has been primarily engaged in developing MyMD-1. In the course of these activities, the Company has sustained substantial losses. The Company’s ability to fund ongoing operations and future clinical trials required for Food and Drug Administration approval is dependent on the Company’s ability to obtain significant additional external funding in the near term. Since inception, the Company financed its operations through the sale of common stock and related party financings. See Note 3 for details of a related party line of credit established in 2019. In November 2020, the Company entered into a $3,000,000 secured promissory note agreement with Akers. See Note 4 for further details. Upon the consummation of the Merger discussed above in Note 1 with Akers, both the related party loan and line of credit were repaid in full. Additional sources of financing may be sought by the Company. However, there can be no assurance that any fundraising will be achieved on commercially reasonable terms, if at all.

 

The Company expects to be able to fund operations through the first half of 2022 with available cash from the completed merger. Should actual cash expenditures exceed management’s budget, the Company may be forced to curtail operations along with implementing other cost-saving measures, such as a reduction in staff, reducing the use of outside professional service providers, or significantly modifying or delaying the development of our product candidate.

 

Note 3—Line of credit, related party

 

In May 2019, the Company entered into a revolving credit facility which allows for borrowings of up to $5,000,000 with a shareholder. The facility had an initial term of 18 months, which was extended to July 31, 2021 and further extended to December 31, 2022, at which time all outstanding borrowings and accrued interest, if any, are due in full. The line of credit was paid in full in connection with the merger. Borrowings accrued interest at a rate of 5% per annum. Pursuant to the terms of the agreement, the Company issued a number of common stock options to the lender based on the total borrowings under the facility, with each dollar borrowed requiring the issuance of one common stock option. Upon issuance, each common stock option vested at an exercise price of $1.00. During the period ended March 31, 2021 and year ended December 31, 2020, the Company issued -0- and 1,385,241 common stock options, respectively, to the lender based on actual borrowings. The estimated fair market value of the common stock options totaled $0 and $839,456 for the period ended March 31, 2021 and year ended December 31, 2020, respectively. This has been recorded as a direct reduction in the carrying value of the related debt on the accompanying balance sheets. During 2020, the Company modified the options issued to the counterparty, the fair value of which was recorded as an increase in the debt discount. See Note 7 for more information. As of March 31, 2021, the unamortized debt discount totaled $849,422 and the principal balance totaled $3,192,119.

 

 

MYMD PHARMACEUTICALS, INC.

notes to the financial statements

 

march 31, 2021 (UNAUDITED) and december 31, 2020

 

 

Note 4—Loan payable, related party

 

On November 11, 2020, Akers agreed to loan MyMD up to $3,000,000 pursuant to a secured promissory note. All outstanding principal and interest is due upon maturity, the earlier of April 15, 2022 or the date the Akers Merger is consummated. As of March 31, 2021, the principal outstanding balance of the note was $3,000,000. In April 2021, the note was eliminated in consolidation at the Merger.

 

Note 5—Paycheck Protection Program Loan

 

On April 16, 2020, the Company received loan proceeds in the amount of approximately $54,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

 

The Company applied for forgiveness in April 2021. 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 interest rate of 1%, with a deferral of payments through the date that the SBA remits the borrower’s loan forgiveness amount to the lender. The Company intends to use the proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, the Company cannot assure that it will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part. Accordingly, the Company has classified the loan proceeds in accordance with the payment terms of the PPP loan agreement.

 

Presently, the SBA and other government communications have indicated that all loans in excess of $2 million including loans with affiliates will be subject to audit and that those audits could take up to seven years to complete. If the SBA determines that the PPP loan was not properly obtained and/or expenditures supporting forgiveness were not appropriate, the Company will need to repay some or all of the PPP loan.

 

Note 6—Capital stock

 

Classes of Stock – The Company has the authority to issue 100,000,000 shares of capital stock, consisting of 90,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock, whose rights and privileges will be defined by the Board of Directors when a series of preferred stock is designated.

 

 

MYMD PHARMACEUTICALS, INC.

notes to the financial statements

 

march 31, 2021 (UNAUDITED) and december 31, 2020

 

 

Note 7—Share-based compensation

 

In 2016, the Company adopted the MyMD Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (the “Plan”) to enable the Company to grant options to purchase common stock to employees, consultants, and non-employee directors of the Company. The Company has currently reserved 50,000,000 shares of its common stock for issuance under the Plan.

 

During the period ended March 31, 2021, the Company issued no common stock options and none were exercised or forfeited. As of March 31, 2021 and December 31, 2020, 10,853,360 common stock options were outstanding.

 

All stock options outstanding as of March 31,2021 and December 31, 2020 are fully vested and exercisable. As of March 31, 2021, there was no unrecognized share-based compensation. During 2020, the Company and a shareholder entered into an option termination agreement in connection with the proposed merger. As a result, 31,300,000 fully vested stock options were cancelled.

 

On November 10, 2020, the Company amended its non-qualified stock option award agreement for all outstanding options. The amendment provided that the remaining term of the Option will continue until the second anniversary of the completion of a Reorganization Event, which will be deemed to have occurred upon the consummation of the pending merger with Akers discussed above in Note 1. As such, all outstanding options will expire two years after the merger transaction has been completed. In conjunction with this option modification, the Company recorded $2,009,145 of expense for the additional value provided to the option holders. Additionally, the Company recorded $880,020, of debt discount relating to outstanding options issued in conjunction with the related party line of credit discussed above in Note 3. This has been recorded as a direct reduction in the carrying value of the related debt on the accompanying balance sheets.

 

Note 8—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.

 

Note 9—Related party transactions

 

Line of Credit – See Note 3.

 

Loan Payable – See Note 4.

 

Travel Expenses – During the period ended March 31, 2021 and the year ended December 31, 2020, the Company incurred $444,000 and $793,000, respectively, in travel-related expenses to a related party, which is included in general and administrative expenses in the accompanying statements of operations.