Business Context and Reporting Period
This Form 8-K, dated April 16, 2021, reports the completion of a merger between Akers Biosciences, Inc. (the "Company") and MyMD Pharmaceuticals (Florida), Inc. ("MyMD Florida"). Following the transaction, the Company changed its name to MyMD Pharmaceuticals, Inc. and its ticker symbol from "AKER" to "MYMD" on the NASDAQ Capital Market. The filing also details a 1-for-2 reverse stock split and a strategic asset contribution to Oravax Medical, Inc.
Key Financial Metrics and Capital Structure
The filing does not provide specific revenue, profit, cash flow, or margin data for the reporting period. However, it outlines the post-merger capital structure and transaction economics:
- Exchange Ratio: MyMD Florida shareholders received 0.7718 shares of Company Common Stock for each share held, plus potential cash consideration from option exercises and milestone payments based on market capitalization.
- Ownership Split: Former MyMD Florida equity holders own approximately 77.39% of the Company on a fully diluted basis; former Akers stockholders own approximately 22.61%.
- Post-Merger Capitalization: Approximately 37,135,260 shares of Common Stock outstanding, 72,992 shares of Series D Convertible Preferred Stock, pre-funded warrants for 986,486 shares, and warrants for 5,463,032 shares.
- Asset Contribution: The Company contributed $1,500,000 in cash and substantially all assets related to its COVID-19 vaccine candidate to Oravax Medical, Inc. in exchange for 13% of Oravax's outstanding capital stock and future royalties of 2.5% on net sales.
Material Changes Versus Prior Period
The most significant material changes include:
- Corporate Identity: The Company is now MyMD Pharmaceuticals, Inc., trading under the symbol "MYMD."
- Reverse Stock Split: A 1-for-2 reverse stock split was effected immediately following the merger.
- Leadership Transition: Christopher C. Schreiber resigned as CEO and President effective at the merger closing. Chris Chapman, M.D., was appointed President and Chief Medical Officer; Adam Kaplin, M.D., Ph.D., was appointed Chief Scientific Officer; and Paul Rivard, Esq., was appointed Executive Vice President of Operations and General Counsel.
- Board Composition: Three new directors (Chris Chapman, Craig Eagle, and Jude Uzonwanne) were appointed, and committee memberships were reorganized.
- Charter Amendments: Authorized common stock increased from 100,000,000 to 500,000,000 shares; the board structure changed from classified to non-classified; and the quorum requirement was lowered from 40% to a majority of votes entitled to be cast.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance or specific management commentary on future revenue projections. Key contingencies and risks identified include:
- Lock-Up Agreements: Holders of approximately 49.68% of outstanding shares are subject to 180-day lock-up agreements restricting the sale or transfer of shares.
- Financial Statements: Pro forma financial information and financial statements of the acquired business are not included in this filing but will be filed within 71 days.
- Milestone Payments: Additional shares may be issued to MyMD Florida stockholders upon the achievement of certain market capitalization milestones over the next 36 months.
- Equity Incentives: The Company adopted a new 2021 Equity Incentive Plan with 7,228,184 shares reserved for issuance.
Investor Verification Checklist
- Verify the final post-merger share count and the impact of the 1-for-2 reverse stock split on existing holdings.
- Review the upcoming pro forma financial statements (due within 71 days) to assess the combined entity's liquidity and debt position.
- Confirm the terms of the 13% equity stake in Oravax Medical, Inc. and the potential value of the 2.5% royalty stream.
- Monitor the 180-day lock-up expiration date for approximately 49.68% of outstanding shares to assess potential selling pressure.
- Check for the filing of the full Merger Agreement and Contribution and Assignment Agreement for detailed legal obligations.