MyMD Pharmaceuticals Files 8-K: Agreements, Equity Sales, Bylaw Changes

TL;DR

MYMD filed an 8-K detailing new agreements, equity sales, and bylaw changes.

AI Summary

MyMD Pharmaceuticals, Inc. announced on May 20, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, there were amendments to its articles of incorporation or bylaws and other events.

Why It Matters

This 8-K filing indicates significant corporate actions by MyMD Pharmaceuticals, including new agreements and changes affecting its shareholders and corporate structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• MyMD Pharmaceuticals, Inc. (company) — Registrant
• May 20, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-36268 (identifier) — SEC file number

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share MYMD The Nasdaq Capital M
• $1,000 — $0.001 per share and a stated value of $1,000 per share, initially convertible into u
• $1.816 — Common Stock") at a conversion price of $1.816 per share (the "Series G Preferred Stoc
• $8.9 million — G Private Placement are expected to be $8.9 million and the aggregate gross proceeds from t
• $5.0 million — -1 Private Placement are expected to be $5.0 million. The Company expects to use the net pro
• $2.253 — lculated assuming a conversion price of $2.253 per share, which was the Minimum Price
• $5.448 — e of the Common Stock equals or exceeds $5.448 per share (subject to adjustment for st
• $3,000,000 — on Stock exceeds three million dollars ($3,000,000) per trading day during the same period

Filing Documents

• form8-k.htm (8-K) — 91KB
• ex3-1.htm (EX-3.1) — 323KB
• ex3-2.htm (EX-3.2) — 383KB
• ex3-3.htm (EX-3.3) — 28KB
• ex4-1.htm (EX-4.1) — 209KB
• ex4-2.htm (EX-4.2) — 208KB
• ex4-3.htm (EX-4.3) — 218KB
• ex4-4.htm (EX-4.4) — 218KB
• ex10-1.htm (EX-10.1) — 347KB
• ex10-2.htm (EX-10.2) — 319KB
• ex10-3.htm (EX-10.3) — 173KB
• ex10-4.htm (EX-10.4) — 185KB
• ex10-5.htm (EX-10.5) — 68KB
• ex99-1.htm (EX-99.1) — 18KB
• 0001493152-24-020828.txt ( ) — 3556KB
• mymd-20240520.xsd (EX-101.SCH) — 3KB
• mymd-20240520_lab.xml (EX-101.LAB) — 33KB
• mymd-20240520_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 MyMD Pharmaceuticals, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-36268 22-2983783 (State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.) MyMD Pharmaceuticals, Inc. 855 N. Wolfe Street , Suite 623 Baltimore , MD 21205 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (856) 848-8698 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 per share MYMD The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. Series G and Series F-1 Purchase Agreements On May 20, 2024, MyMD Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Series G Purchase Agreement") with certain accredited investors (the "Series G Investors"), pursuant to which it agreed to sell to the Series G Investors (i) an aggregate of 8,950 shares of the Company's newly-designated Series G Convertible Preferred Stock, with a par value of $0.001 per share and a stated value of $1,000 per share, initially convertible into up to 4,928,415 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $1.816 per share (the "Series G Preferred Stock"), (ii) short-term warrants to acquire up to an aggregate of 4,928,416 shares of Common Stock (the "Series G Short-Term Warrants") at an exercise price of $1.816 per share, and (iii) warrants to acquire up to an aggregate of 4,928,416 shares of Common Stock (the "Series G Long-Term Warrants," and collectively with the Series G Short-Term Warrants, the "Series G Warrants") at an exercise price of $1.816 per share (collectively, the "Series G Private Placement"). On May 20, 2024, the Company entered into a Securities Purchase Agreement (the "Series F-1 Purchase Agreement," and collectively with the Series G Purchase Agreement, each a "Purchase Agreement" and collectively, the "Purchase Agreements") with certain accredited investors (the "Series F-1 Investors," and collectively with the Series G Investors, the "Investors"), pursuant to which it agreed to sell to the Series F-1 Investors (i) an aggregate of 5,050 shares of the Company's newly-designated Series F-1 Convertible Preferred Stock, with a par value of $0.001 per share and a stated value of $1,000 per share, initially convertible into up to 2,780,837 shares of Common Stock at a conversion price of $1.816 per share (the "Series F-1 Preferred Stock," and collectively with the Series G Preferred Stock, the "Preferred Stock"), (ii) short-term warrants to acquire up to an aggregate of 1,183,921 shares of Common Stock (the "Series F-1 Short-Term Warrants") at an exercise price of $1.816 per share, and (iii) warrants to acquire up to an aggregate of 1,183,921 shares of Common Stock (the "Series F-1 Long-Term Warrants," and collectively with the Series F-1 Short-Term Warrants, the "Series F-1 Warrants", and together with Series G Warrants, the "Warrants") at an exercise price of $1.816 per share (collectively, the "Series F-1 Private Placement," and collectively with the Series G Private Placement, each a "Private Placement" and collectively, the "Private Placements"). The Private Placements are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption for transactions by an issuer not involving any public offering under Section

View Full Filing

View this 8-K filing on SEC EDGAR