MyMD Pharmaceuticals Inc

For the period ended Jul 1, 2024. Filed Jul 1, 2024.

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Jul 1, 2024 · Filed Jul 1, 2024

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DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant**☒**

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Materials under §240.14a-12

(Name of Registrant as Specified in its Charter)

N/A

(Names of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

855 N. Wolfe Street, Suite 623

Baltimore, MD 21205

(856) 848-8698

July 1, 2024

To the Stockholders of MyMD Pharmaceuticals, Inc.:

You are cordially invited to attend a special meeting (the “Special Meeting”) of the stockholders of MyMD Pharmaceuticals, Inc. (the “Company”), to be conducted in a virtual format only via live audio webcast at 10:00 a.m. Eastern Time, on Wednesday, July 24, 2024, atwww.virtualshareholdermeeting.com/MYMD2024SM.

In order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location at no cost, this Special Meeting will be conducted in a virtual format only. Stockholders will not be able to attend the Special Meeting in person; however, stockholders of record will be able to participate, vote electronically and submit questions during the live webcast of the Special Meeting by visitingwww.virtualshareholdermeeting.com/MYMD2024SM and entering the 16-digit control number found on the enclosed proxy card or voting form. If you encounter any difficulties accessing the virtual Special Meeting, please call the technical support number available on the virtual meeting page on the morning of the Special Meeting.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Special Meeting, after receiving the proxy materials, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. As an alternative to voting during the Special Meeting, you may vote via the Internet or telephone or by signing, dating, and returning the enclosed proxy card or voting form. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote electronically. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.

On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the meeting.

Thank you for your support of our company. I look forward to seeing you at the virtual Special Meeting.

By Order of the Board,

/s/ Joshua Silverman

Joshua Silverman

Chairman of the Board of Directors

July 1, 2024

Important Notice Regarding The Availability Of Proxy Materials For The STOCKholder Meeting To Be Held On Wednesday, July 24, 2024:

Our official Notice of Special Meeting of Stockholders and Proxy Statement are available at:www.proxyvote.com.

855 N. Wolfe Street, Suite 623

Baltimore, MD 21205

(856) 848-8698

Notice of Special Meeting of Stockholders

to be Held on July 24, 2024

The special meeting (the “Special Meeting”) of the stockholders of MyMD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held at 10:00 a.m. Eastern Time, on Wednesday, July 24, 2024, in a virtual format only via live audio website atwww.virtualshareholdermeeting.com/MYMD2024SM. We will consider and act on the following items of business at the Special Meeting:

1.	A proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock underlying (i) shares of Series F-1 convertible preferred stock and warrants issued by us pursuant to the terms of that certain Securities Purchase Agreement, dated as of May 20, 2024, by and among the Company and the investors named therein (the “Series F-1 Purchase Agreement”), in an amount equal to or in excess of 20% of our common stock outstanding immediately prior to the issuance of such Series F-1 convertible preferred stock and warrants (including any amortization payments made to the holders of the Series F-1 convertible preferred stock in the form of issuance of shares of common stock and upon the operation of anti-dilution provisions applicable to such Series F-1 convertible preferred stock and warrants in accordance with their terms), (ii) shares of Series G convertible preferred stock and warrants issued by us pursuant to the terms of that certain Securities Purchase Agreement, dated as of May 20, 2024, by and among the Company and the investors named therein (the “Series G Purchase Agreement”), in an amount equal to or in excess of 20% of our common stock outstanding immediately prior to the issuance of such Series G convertible preferred stock and warrants (including any dividend payments made “in kind” in the form of additional shares of Series G convertible preferred stock and upon the operation of anti-dilution provisions applicable to such Series G convertible preferred stock and warrants in accordance with their terms), (iii) warrants issued by us pursuant to the terms of that certain engagement agreement, by and between the Company and Palladium Capital Group, LLC, in an amount equal to or in excess of 20% of our common stock outstanding immediately prior to the issuance of such warrants (including upon the operation of anti-dilution provisions applicable to such warrants in accordance with its terms), and (iv) warrants issued by us pursuant to the terms of that certain engagement agreement, by and between the Company and GP Nurmenkari Inc., in an amount equal to or in excess of 20% of our common stock outstanding immediately prior to the issuance of such warrants (including upon the operation of anti-dilution provisions applicable to such warrants in accordance with its terms) (the “Issuance Proposal”);
2.	A proposal to approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 16,666,666 to 250,000,000 and to make a corresponding change to the number of authorized shares of capital stock (the “Share Increase Proposal”);
3.	A proposal to ratify the appointment of Morison Cogen LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”);
4.	A proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Issuance Proposal, the Share Increase Proposal or the Auditor Ratification Proposal (the “Adjournment Proposal”); and
5.	Such other matters as may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof.

Stockholders are referred to the Proxy Statement for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration,the Board of Directors recommends a vote “FOR” Proposals 1, 2, 3 and 4.

The Board of Directors has fixed the close of business on May 24, 2024, as the record date (the “Record Date”) for the Special Meeting. Only holders of record of shares of: our common stock, par value $0.001 per share (the “Common Stock”); our Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”); our Series F Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”); our Series F-1 Convertible Preferred Stock, par value $0.001 per share (the “Series F-1 Preferred Stock”) (other than with respect to the Issuance Proposal); and our Series G Convertible Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”) (other than with respect to the Issuance Proposal), in each case, on the Record Date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for examination during normal business hours for ten (10) calendar days before the Special Meeting at our address above. To the extent office access is impracticable, you may email Michael Fein of Campaign Management, LLC, our proxy solicitor, atinfo@campaign-mgmt.comfor alternative arrangements to examine the stockholder list. The email should state the purpose of the request and provide proof of ownership of our voting securities as of the Record Date. The stockholder list will also be available online during the Special Meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

If your shares are registered in your name, even if you plan to attend the Special Meeting or any postponement or adjournment of the Special Meeting virtually, we request that you vote your shares electronically via the Internet (or by completing, dating, signing and mailing the enclosed proxy card) in accordance with the instructions set out in the form of proxy card and in the Proxy Statement to ensure that your shares will be represented at the Special Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Special Meeting and vote electronically. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.

By Order of the Board,

/s/ Joshua Silverman

Joshua Silverman

Chairman of the Board of Directors

July 1, 2024

Table Of Contents

About the Special Meeting	2
Proposal 1: The Issuance Proposal	8
Background and Description of Proposal	8
Effect of Issuance of Securities	14
Proposal to Approve Private Placements	14
Consequences of Not Approving this Proposal	16
Interests of Certain Persons	16
Further Information	16
Required Vote	16
Proposal 2: The Share Increase Proposal	17
Background and Purpose of the Proposal	17
Consequences of Not Approving this Proposal	18
Rights of Additional Authorized Shares	18
Potential Adverse Effects of Increase in Authorized Common Stock	18
Anti-Takeover Effects	19
Timing of Proposed Amendment	19
Interests of Certain Persons	19
Required Vote	19
Proposal 3: Approval of the Auditor Ratification Proposal	20
Required Vote	20
Morison Cogen LLP Representatives at Special Meeting	20
Proposal 4: Approval of the Adjournment Proposal	21
Background and Description of Proposal	21
Required Vote	21
Stock Ownership of Certain Beneficial Owners and Management	22
Other Matters	26
Where You Can Find Additional Information	26
Appendix A: Form of Charter Amendment	A-1

855 N. Wolfe Street, Suite 623

Baltimore, MD 21205

(856) 848-8698

Proxy Statement

for

Special Meeting of Stockholders

To be Held on July 24, 2024

Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” the “Company,” or “MyMD” refer to MyMD Pharmaceuticals, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of: our common stock, par value $0.001 per share (the “Common Stock”); our Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”); our Series F Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”); our Series F-1 Convertible Preferred Stock, par value $0.001 per share (the “Series F-1 Preferred Stock”); and our Series G Convertible Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”), in each case, entitled to vote at the special meeting of stockholders of the Company (the “Special Meeting”); provided that the holders of Series F-1 Preferred Stock and Series G Preferred Stock are not entitled to vote for the Issuance Proposal (as defined below).

Your proxy is solicited by the Board of Directors (the “Board”) on behalf of MyMD Pharmaceuticals, Inc. to be voted at the Special Meeting to be held on July 24, 2024, at the time and virtual location and for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Special Meeting. In order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location at no cost, this Special Meeting will be conducted in a virtual format only. Stockholders will not be able to attend the Special Meeting in person; however, stockholders of record will be able to participate, vote electronically and submit questions during the live webcast of the Special Meeting.

This proxy statement summarizes information about the proposals to be considered at the Special Meeting and other information you may find useful in determining how to vote. The proxy card is a means by which you actually authorize the proxies to vote your shares in accordance with your instructions. Hard copies of this proxy statement, along with the Notice and a proxy card are being mailed to our stockholders of record as of the close of business on May 24, 2024, beginning on or about July 1, 2024. See “About the Special Meeting” beginning on page 2 for more information.

Our executive offices are located at, and our mailing address is, 855 N. Wolfe Street, Suite 623, Baltimore, MD 21205.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE Meeting of STOCKHOLDERs TO BE HELD ON July 24, 2024:

Our official Notice of Special Meeting of Stockholders and Proxy Statement are available at:www.proxyvote.com.

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