Quarterly report pursuant to Section 13 or 15(d)

Accounting Policies and Merger Pro Forma Adjustments (Tables)

v3.21.1
Accounting Policies and Merger Pro Forma Adjustments (Tables) - Pro Forma [Member]
3 Months Ended
Mar. 31, 2021
Schedule of Adjustments included in Pro Formo Condensed Combined Balance Sheet

The adjustments included in the pro forma condensed combined balance sheet are as follows:

 

  (a) To record the disbursement of the $1,500,000 investment in Oravax under the Contribution and Assignment Agreement to be paid by the Company.

 

Description   Debit     Credit  
Trade and Other Payables   $ 1,500,000          
Marketable Securities           $ 1,500,000  

 

  (b) To record the effect on the Consolidated Balance Sheets from the reduction of research and development expense incurred during the three months ended March 31, 2021 that are non-recurring as the result of the Contribution Transaction.

 

Description   Debit     Credit  
Accumulated Deficit   $ 10,290          
Common Stock           $ 10,290  

 

  (1) To record the payoff of the Starwood Line of Credit plus accumulated interest upon close of the Merger.

 

Description   Debit     Credit  
Starwood Line of Credit   $ 2,936,626          
Due to Related Party     185,577          
Starwood Line of Credit – Accrued Interest     257,411          
Marketable Securities           $ 3,379,614  

 

  (2) To record interest expense on the Company/pre-Merger MyMD Florida Bridge Loan.

 

Description   Debit     Credit  
Accumulated Deficit   $ 26,137          
Other Receivables           $ 26,137  

 

  (3) To reclassify the pre-Merger MyMD Florida Common Stock and Additional Paid-In Capital

 

Description   Debit     Credit  
Pre-Merger MyMD Florida Common Stock   $ 4,004          
Pre-Merger MyMD Florida Additional Paid-In Capital     43,411,488          
Common Stock           $ 43,415,492  

 

  (4) To eliminate the Company/pre-Merger MyMD Florida Bridge Loan.

 

Description   Debit     Credit  
Bridge Loan – Related Party   $ 3,026,137          
Other Receivables           $ 3,026,137  

 

  (5) To record the expenses related to the modification of the outstanding pre-Merger MyMD Florida stock options’ expiration dates to comply with the Merger Agreement.

 

Description   Debit     Credit  
Accumulated Deficit   $ 37,373,172          
Common Stock           $ 37,373,172  

 

  (6) To record the expenses related to the accelerated vesting of the outstanding unvested Restricted Stock Units pursuant to the terms of the restricted stock unit agreements and record the federal and state withholding liability.

 

Description   Debit     Credit  
Accumulated Deficit   $ 979,757          
Trade and Other Payables           $ 688,913  
Common Stock             290,844  

 

  (7) To reclassify the Company’s deficit account.

 

Description   Debit     Credit  
Common Stock   $ 139,662,586          
Accumulated Deficit           $ 139,662,449  

 

  (8) To record the acquisition value of the Merger in excess of tangible assets acquired.

 

Description   Debit     Credit  
Goodwill   $ 18,467,102          
Common Stock           $ 18,467,102  
Schedule of Adjustments included in Pro Formo Condensed Combined Statement of Comprehensive Loss

The adjustment included in the pro forma condensed combined statement of comprehensive loss is as follows:

 

  (aa) To record the interest on the Company/pre-Merger MyMD Florida Bridge Loan for the three months ended March 31, 2021.

 

Description   Debit     Credit  
Interest and Dividend Expense           $ 26,137  
                 

 

  (bb) To record the elimination of a credit balance in research and development expense incurred during the three months ended March 31, 2021 that are non-recurring as the result of the Contribution Transaction. (Note 3)

 

Description   Debit     Credit  
Research and Development Expense   $ 10,290     $    
Schedule of Pro Formo Weighted Average Common Shares Outstanding

The following table sets forth the calculation of the pro forma weighted average number of common shares outstanding — basic and diluted:

 

          Pro Forma
Weighted Average Shares
 
   

All Shares

Issued/Issuable

upon Merger

   

Pro Forma Weighted Average Shares for the

Year Ended

March 31, 2021(3)

 
Pre-Merger MyMD Florida:                
Common shares issued and outstanding     73,991,413       -  
Stock options outstanding     10,853,360       -  
Total pre-Merger MyMD Florida share basis     84,844,773       -  
Post conversion basis at the Exchange Ratio of 0.7718     65,479,931          
Effect of 1-for-2 reverse stock split     (32,738,309 )        
Post reverse split basis at the Exchange Ratio of 0.7718     32,741,622       -  
Recapitalization/Conversion of pre-Merger MyMD Florida common shares into Company common shares based on the Exchange Ratio:     28,553,307       28,553,307  
Recapitalization/Conversion of pre-Merger MyMD Florida stock options into Company common shares based on the Exchange Ratio(1)     4,188,315       -  
      32,741,622       28,553,307  
                 
The Company pre-Merger:                
Common shares: issued and outstanding(2)     8,326,730       8,544,298  
Post-merger:                
Series D Convertible Preferred stock converted to common stock     36,496       -  
Restricted Stock Units converted to common stock; vesting accelerated to the effective date     402,483       402,483  
Pre-funded warrants convertible to common stock     986,486       -  
      9,752,195       8,946,781  
Estimated adjusted total shares of common stock for the combined entity     42,493,817       37,500,088  

 

 

(1) Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida’s outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger and are therefore being treated as unissued shares for the purposes of calculating the weighted-shares outstanding.

 

(2) The Company’s pre-Merger common shares issued and outstanding of 8,326,730 was the actual number of common shares issued and outstanding as of March 31, 2021.
(3) All outstanding stock options, Series D convertible preferred stock and pre-funded warrants exercisable for the combined company’s common stock are anti-dilutive and therefore excluded from the weighted-average shares calculation for the three months ended March 31, 2021 as referenced in the pro forma condensed combined Statement of Comprehensive Loss.