UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
MYMD
PHARMACEUTICALS, INC.
(Name of
Issuer)
Common Stock,
no par value
(Title of Class
of Securities)
62856X102
(CUSIP
Number)
Samuel
Duffey
8771 Grey Oaks
Ave.
Sarasota, Florida
34238
941-400-4788
(Name, Address
and Telephone Number of Person
Authorized to
Receive Notices and Communications)
June 7,
2022
(Date of Event
which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ☐.
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1
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NAME OF REPORTING PERSON
Samuel Duffey,
Individually
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
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(a)
☐
(b)
☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
968,841 (1)
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8
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SHARED VOTING POWER
1,272,971
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9
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SOLE DISPOSITIVE POWER
968,841 (1)
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10
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SHARED DISPOSITIVE POWER
1,272,971
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,241,812 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.86% (2)
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14
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TYPE OF REPORTING PERSON
IN
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(1) |
Includes up to 192,950 shares that
may be acquired pursuant to options held by Samuel Duffey,
individually.
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(2) |
Based on 38,058,245 shares of Common
Stock outstanding and 192,950 options held by Samuel Duffey,
individually.
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Item
1. Security
and Issuer
This initial Schedule 13D relates to the common stock, no par value
(“Company Common Stock”) of MyMD Pharmaceuticals, Inc., a New
Jersey corporation previously known as Akers Biosciences, Inc. (the
“Company”). The address of the principal executive offices of
the Company is 855 N. Wolfe Street, Suite 623, Baltimore, Maryland
21205.
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Item 2. |
Identity and
Background
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(a) |
This Schedule 13D is being filed by
Samuel Duffey (the “Reporting Person”).
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(b) |
The residence of the Reporting Person
is located at 8771 Grey Oaks Ave., Sarasota, Florida 34238.
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(c) |
The principal business of the
Reporting Person is not applicable as the Reporting Person is
retired.
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(d)-(e) |
During the last five years, the
Reporting Person (i) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
and (ii) has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
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(f) |
The Reporting Person is a citizen of
the United States.
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Item 3. |
Source and Amount
of Funds or Other Consideration
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On November 11, 2020, the Company entered into that certain
Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”) with MyMD Pharmaceuticals (Florida), Inc., a Florida
corporation previously known as MyMD Pharmaceuticals, Inc. (“MyMD
Florida”), and XYZ Merger Sub Inc., a Florida corporation and a
wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to
which, and subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, on April 16, 2021 (the
“Effective Date”), Merger Sub merged with and into MyMD Florida,
with MyMD Florida being the surviving corporation and becoming a
wholly-owned subsidiary of the Company (the “Merger”).
The foregoing description of the Merger Agreement does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Merger Agreement, which is filed as Exhibit 1 and
incorporated herein by reference.
Prior to the Merger, the Reporting Person directly owned 0 shares
of Company Common Stock and the Rachel Jean Williams 2021
Irrevocable Trust (the “Trust”) directly owned 0 shares of Company
Common Stock. At the effective time of the Merger, without any
action on the part of any stockholder, each issued and outstanding
share of MyMD Florida’s common stock, par value $0.001 per share,
including shares underlying MyMD Florida’s outstanding equity
awards, was converted into the right to receive 0.7718 shares of
Company Common Stock. Immediately following the consummation of the
Merger, on the Effective Date, the Company completed a 1-for-2
reverse stock split of the issued and outstanding Company Common
Stock.
The Reporting Person did not pay additional consideration to the
Company in connection with the Merger and thus no funds were used
for such purpose.
References to, and descriptions of, the Merger and the Merger
Agreement, as set forth herein, are qualified in their entirety by
reference to the copy of the Merger Agreement included as Exhibit 1
to this Schedule 13D, which is incorporated by reference herein in
its entirety where such references and descriptions appear.
On June 7, 2022, the Reporting Person was named as the sole trustee
of the Trust (the “Trustee Appointment”).
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Item 4. |
Purpose of
Transaction
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This statement related to the acquisition of shares of Company
Common Stock by the Reporting Person. The Reporting Person acquired
the Company Common Stock reported herein as a result of the Merger
and the subsequent Trustee Appointment.
The
Reporting Person from time to time intends to review their
investment in the Company on the basis of various factors,
including the Company’s business, financial condition, results of
operations and prospects, general economic and industry conditions,
the securities markets in general and those for the Company Common
Stock in particular, as well as other developments and other
investment opportunities. Based upon such review, the Reporting
Person will take such actions in the future as the Reporting Person
may deem appropriate in light of the circumstances existing from
time to time. If the Reporting Person believes that further
investment in the Company is attractive, whether because of the
market price of the Company Common Stock or otherwise, they may
acquire shares of Company Common Stock or other securities of the
Company either in the open market or in privately negotiated
transactions. Similarly, depending on market and other factors, the
Reporting Person may determine to dispose of some or all of the
shares of Company Common Stock currently owned by the Reporting
Person or otherwise acquired by the Reporting Person either in the
open market or in privately negotiated transactions.
Except
as set forth in this Schedule 13D, the Reporting Person has not
formulated any plans or proposals which relate to or would result
in: (a) the acquisition by any person of additional securities of
the Company or the disposition of securities of the Company, (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries, (c) a sale or transfer of a material amount of the
assets of the Company or any of its subsidiaries, (d) any change in
the present Board of Directors or management of the Company,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any
material change in the Company’s capitalization or dividend policy
of the Company, (f) any other material change in the Company’s
business or corporate structure, (g) any change in the Company’s
charter or bylaws or other instrument corresponding thereto or
other action which may impede the acquisition of control of the
Company by any person, (h) causing a class of the Company’s
securities to be deregistered or delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association, (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended
(the "Act") or (j) any action similar to any of those enumerated
above.
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Item 5. |
Interest in
Securities of the Company
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(a)-(b) |
As of the date of this Schedule 13D,
the Reporting Person beneficially owns 2,241,812 shares of Company
Common Stock, which represents 5.86% of the Company Common Stock as
of the date hereof. The Reporting Person has sole voting and
dispositive power over 968,841 shares of Company Common Stock,
which includes (i) 775,891 shares of Company Common Stock and (ii)
192,950 shares of Company Common Stock that may be acquired by the
Reporting Person pursuant to options. The Reporting Person has
shared voting and dispositive power with respect to 1,272,971
shares of Company Common Stock that are held by the Trust as its
sole trustee.
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(c) |
Except as described in this Schedule
13D, there have been no transactions in the shares of Company
Common Stock effected by the Reporting Person during the last 60
days.
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(d) |
To the best knowledge of the
Reporting Person, the Reporting Person does not have or knows any
other person who has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
and Company Common Stock beneficially owned by the Reporting
Person.
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Company.
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To the knowledge of the Reporting Person, except for those matters
described in this Schedule 13D, there is no contract, arrangement,
understanding or relationship (legal or otherwise) between the
Reporting Person and any other person with respect to securities of
the Issuer.
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Item 7. |
Material to be
Filed as Exhibits
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Exhibit No.
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Description
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1
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Agreement and Plan of Merger and
Reorganization, dated November 11, 2020, by and among MyMD
Pharmaceuticals, Inc., XYZ Merger Sub Inc., and MyMD
Pharmaceuticals (Florida), Inc. (incorporated by reference to
Exhibit 2.1 to the Issuer’s Report on Form 8-K dated November 11,
2020 filed with the Securities and Exchange Commission on November
12, 2020)
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[Signatures follow on the next
page.]
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: September
8, 2022.
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SAMUEL
DUFFEY
By:
/s/ Samuel Duffey
Samuel
Duffey
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