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 utr: D

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____________ to ____________

 Commission
file number: 001-36268

 MyMD
Pharmaceuticals, Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 22-2983783

 (State
 or other jurisdiction of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 N. Wolfe Street, Suite 601

 Baltimore,
 MD

 21205

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (856) 848-8698

registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class:

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered:

 Shares of Common Stock, par value $0.001 per share

 MYMD

 The Nasdaq Stock Market
 LLC

registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See the definition of "large accelerated filer," "accelerated
filer, "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange
Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2023, based on
a closing price of $45.00 was $ 63 million.

 As of March 29, 2024, the registrant had 2,157,632 shares of its Common
Stock, par value $0.001 per share, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 EXPLANATORY
NOTE

 Reincorporation

 On
March 4, 2024 (the "Effective Date"), MyMD Pharmaceuticals, Inc., a New Jersey corporation ("MyMD New Jersey"
or, prior to the Reincorporation (as defined below), the "Company") merged with and into its wholly-owned subsidiary, MyMD
Pharmaceuticals, Inc., a Delaware corporation ("MyMD Delaware" or, following the Reincorporation, the "Company"),
with MyMD Delaware being the surviving corporation, pursuant to that certain Agreement and Plan of Merger, dated as of March 4, 2024,
by and between MyMD New Jersey and MyMD Delaware (the "Plan of Merger"), for the purpose of changing the Company's
state of incorporation from New Jersey to Delaware (the "Reincorporation"). The Plan of Merger and the Reincorporation were
approved by the Company's stockholders at the 2023 annual meeting of stockholders, held on July 31, 2023 (the "2023 Annual
Meeting").

 MyMD
Delaware is deemed to be the successor issuer of MyMD New Jersey under Rule 12g-3 of the Securities Exchange Act of 1934, as amended.

 The Reincorporation did not result in any change in the Company's
name, business, management, fiscal year, accounting, location of the principal executive offices, assets or liabilities. In addition,
the Company's common stock retains the same CUSIP number and continues to trade on the Nasdaq Capital Market under the symbol "MYMD."

 As
of the Effective Date of the Reincorporation, the rights of the Company's stockholders are governed by the Delaware General Corporation
Law, the MyMD Delaware Certificate of Incorporation, and the Bylaws of MyMD Delaware.

 See
Note 1 of the Consolidated Financial Statements for additional information.

 Reverse Stock Split

 Effective as of
4:05 p.m. Eastern Standard Time on February 14, 2024, we effected a one-for-thirty reverse stock split of our common stock (the
"Reverse Stock Split"). Simultaneously with the Reverse Stock Split, number of shares of our common stock authorized for
issuance was reduced from 500,000,000 shares to 16,666,666 shares, and our authorized capital stock was reduced from 550,000,000
shares to 66,666,666 shares. All share and per share information in this report have been retroactively adjusted to reflect the
Reverse Stock Split.

 TABLE
OF CONTENTS

 PAGE

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibit and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS

 This
Annual Report on Form 10-K (the "Annual Report") and the documents we have filed with the Securities and Exchange
Commission (which we refer to herein as the "SEC") that are incorporated by reference herein contain
"forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as
"anticipates," "assumes," "believes," "can," "could,"
"estimates," "expects," "forecasts," "future," "guides,"
"intends," "is confident that,", "may," "plans," "seeks,"
"projects," "targets," and "would" or the negative of such terms or other variations on such
terms or comparable terminology. These statements relate to future events or our future financial performance or condition and
involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity,
performance or achievement to differ materially from those expressed or implied by these forward-looking statements.

 Examples
of forward-looking statements in this Annual Report and our other SEC filings include, but are not limited to, our expectations regarding
our business strategy, business prospects, operating results, operating expenses, working capital, liquidity and capital expenditure
requirements. These statements are based on our management's expectations, beliefs and assumptions concerning future events affecting
us, which in turn are based on currently available information and are subject to significant risks and uncertainties that could cause
actual outcomes and results to differ materially. Important factors that could cause actual results to differ materially from those indicated
by such forward-looking statements include, without limitation, the risks and uncertainties set forth under "Risk Factors"
in Item 1A of this Annual Report on Form 10-K, which discussions are incorporated herein by reference.

 These
risks and uncertainties include, but are not limited to:

 fluctuation and volatility
 in market price of our Common Stock due to market and industry factors, as well as general economic, political and market conditions;

 the impact of dilution
 on our shareholders;

 our ability to realize
 the intended benefits of the Merger (as defined below) and the Contribution Transaction (as defined below);

 the impact of our ability
 to realize the anticipated tax impact of the Merger;

 delisting of our Common
 Stock from the Nasdaq Capital Market;

 the availability of and our ability to continue to obtain sufficient
funding to conduct planned research and development efforts and realize potential profits;

 our ability to develop
 and commercialize our product candidates, including MYMD-1, Supera-CBD and other future product candidates;

 the impact of the complexity
 of the regulatory landscape on our ability to seek and obtain regulatory approval for our product candidates, both within and outside
 of the U.S.;

 the required investment
 of substantial time, resources and effort for successful clinical development and marketization of our product candidates;

 challenges we may face
 with maintaining regulatory approval, if achieved;

 the potential impact of
 changes in the legal and regulatory landscape, both within and outside of the U.S.;

 the
 impact of public health emergencies such as the COVID-19 pandemic on the administration, funding and policies of regulatory
 authorities, both within and outside of the U.S.;

 our dependence on third
 parties to conduct pre-clinical and clinical trials and manufacture its product candidates;

 the
 impact of public health emergencies such as the COVID-19 pandemic on our results of operations, business plan and the global
 economy;

 challenges we may face
 with respect to our product candidates achieving market acceptance by providers, patients, patient advocacy groups, third party payors
 and the general medical community;

 the impact of pricing,
 insurance coverage and reimbursement status of our product candidates;

 emerging competition and
 rapidly advancing technology in our industry;

 our ability to obtain,
 maintain and protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others
 and prevent others from infringing on its proprietary rights;

 our ability to maintain
 adequate cyber security and information systems;

 our ability to achieve
 the expected benefits and costs of the transactions related to the acquisition of Supera Pharmaceuticals, Inc. ("Supera");

 our ability to effectively
 execute and deliver our plans related to commercialization, marketing and manufacturing capabilities and strategy;

 emerging competition and
 rapidly advancing technology in our industry;

 challenges we may face
 in identifying, acquiring and operating new business opportunities;

 our ability to retain and
 attract senior management and other key employees;

 our ability to quickly
 and effectively respond to new technological developments;

 the outcome of litigation
 or other proceedings to which are subject as described in the "Legal Proceedings" section of this Annual Report on Form
 10-K, or to we may become subject to in the future;

 increased levels of competition;

 changes in political, economic
 or regulatory conditions generally and in the markets in which we operate;

 changes in the market acceptance
 of our products and services;

 our compliance with all
 laws, rules, and regulations applicable to our business and drug product candidates;

 risks of mergers and acquisitions
 including the time and cost of implementing transactions and the potential failure to achieve expected gains, revenue growth or expense
 savings;

 other risks, including
 those described in the "Risk Factors" section of this Annual Report.

 We
operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict
all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual
results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this Annual Report
on Form 10-K and our other filings with the SEC are based on assumptions management believes are reasonable. However, due to the uncertainties
associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking
statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to
publicly update any of them in light of new information, future events, or otherwise. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained throughout this Annual Report and the documents we have filed with the SEC.

 PART
I

 Item
1. Business.

 MyMD
is a clinical stage pharmaceutical company committed to extending healthy lifespan. MyMD is focused on developing and commercializing
two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD:

 MYMD-1 is a clinical stage
 small molecule that regulates the immunometabolic system to treat autoimmune disease, including (but not limited to) rheumatoid arthritis, and inflammatory bowel disease. MYMD-1 is being developed to treat age-related illnesses such as
 frailty and sarcopenia. MYMD-1 works by regulating the release of numerous pro-inflammatory cytokines, such as TNF-, interleukin
 6 ("IL-6") and interleukin 17 ("IL-17")

 Supera-CBD is a synthetic
 analog of CBD being developed to treat various conditions, including, but not limited to, epilepsy, pain and anxiety/depression,
 through its effects on the CB2 receptor, opioid receptors and monoamine oxidase enzyme ("MAO") type B.

 The
rights to Supera-CBD TM were previously owned by Supera and were acquired by MyMD Florida (as defined below) immediately
prior to the closing of the Merger (as defined below) that occurred in 2021.

 MyMD
Background and Corporate History

 MyMD
was organized under the laws of the State of Florida in November 2014 for the purpose of developing and commercializing certain technology
and patent rights relating to MYMD-1 that were developed and/or held by the company's founder, Jonnie R. Williams, Sr. The company's
sole initial stockholder was The Starwood Trust, a trust for which Mr. Williams is settlor/grantor. During the period from November 2014
through November 2016, MyMD was primarily focused on drug discovery and establishing its patent position through SRQ Patent Holdings,
an entity affiliated with Mr. Williams. In November 2016, SRQ Patent Holdings assigned to MyMD all of the patent rights and other intellectual
property relating to MYMD-1 pursuant to an agreement under which MyMD granted to SRQ Patent Holdings a royalty based on product sales
and other revenue arising from the assigned intellectual property (as further described below).

 During the period 2016 through October of 2020, MyMD's principal
business activities consisted of the execution and completion of in vitro assays, in vivo pre-clinical animal studies, and
genotoxicity and toxicology studies relating to MYMD-1 (as further described below). On June 25, 2019, MyMD commenced a Phase 1 trial
in healthy volunteers for pharmacokinetics and tolerability studies, and in December of 2019 MyMD filed an IND for MYMD-1 for treatment
of Hashimoto thyroiditis. The Phase 1 trial was completed on January 30, 2020, after which MyMD commenced preparation of a Phase 2 clinical
trial for MYMD-1 The company has also commenced a Phase 2 clinical trial for patients with sarcopenia, with dosing begin in the first
quarter of 2022. The last patient visit took place on June 6, 2023. The clinical safety report is currently under development.

 Additionally, MyMD is working with Charles River Laboratories to conduct
a study titled "A 13 Week Electroencephalogram Safety Study of MYMD-1 by Oral Gavage Administration in Beagle Dog." Dosing
began on December 19, 2023.

 2021
Merger and Corporate Transactions

 On
April 16, 2021, pursuant to an Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (as subsequently amended, the
"Merger Agreement"), by and among the Company, previously known as Akers Biosciences, Inc., XYZ Merger Sub, Inc., a wholly-owned
subsidiary of the Company ("Merger Sub"), and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation previously known
as MyMD Pharmaceuticals, Inc. ("MyMD Florida"), Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing
after the merger as the surviving entity and a wholly owned subsidiary of the Company (the "Merger"). The Merger consideration
included potential milestone payments to the pre-Merger MyMD Florida stockholders (the "Milestone Payments") payable in shares
of the Company's Common Stock upon the achievement of certain market capitalization milestone events during the 36-month period
immediately following the closing of the Merger.

 On
November 11, 2020, in connection with entering into the Merger Agreement, MyMD Florida entered into the Supera Asset Purchase Agreement
pursuant to which MyMD Florida agreed to acquire from Supera substantially all of the assets (including all rights to Supera-CBD) and
certain obligations of Supera in consideration of the issuance to Supera of an aggregate of 13,096,640 shares of MyMD Florida Common
Stock. As partial consideration for such assignment, Supera has granted to SRQ Patent Holdings II, LLC a royalty with respect to product
sales and other consideration arising from the assigned intellectual property.

 The
Company previously owned, through its subsidiary Cystron Biotech, LLC ("Cystron"), an exclusive license from Premas Biotech
PVT Ltd. ("Premas") with respect to Premas' vaccine platform for the development of a vaccine against COVID-19 and
other coronavirus infections. On April 16, 2021, pursuant to the Contribution and Assignment Agreement, dated March 18, 2021 (the "Contribution
Agreement") by and among the Company, Cystron, Oravax Medical, Inc. ("Oravax") and, for the limited purpose set forth
therein, Premas, the Company caused Cystron to contribute substantially all of the assets associated with its business of developing
and manufacturing Cystron's COVID-19 vaccine candidate to Oravax. Oravax is pursuing the development of the COVID-19 vaccine candidate.
MyMD's interest in Oravax consists of 13% of Oravax's outstanding shares of capital stock and the rights to a 2.5% royalty
on all future net sales. MyMD has evaluated several options with respect to its interest in Oravax, including a potential distribution
of Oravax shares to the MyMD shareholders. This would make Oravax a publicly held company. In addition, MyMD currently has the right
to designate a member of the board of directors of Oravax, pursuant to which Mr. Joshua Silverman, our Chairman of the Board, has been
designated to serve as a director of Oravax.

 Status
of MyMD Florida

 On
April 8, 2022, the MyMD Florida subsidiary was dissolved and merged into the New Jersey corporation MyMD Pharmaceuticals, Inc. pursuant
to an Agreement and Plan of Merger dated April 8, 2022.

 Reincorporation

 On March 4, 2024, the Reincorporation
was effected, and the Company changed its state of incorporation from New Jersey to Delaware.

 Drug
Development

 MyMD
is developing two platform drugs targeting numerous disease indications. Below is MyMD's development pipeline:

 Strategy

strategy is to focus on extending healthy life span through the development and commercialization of novel drug platforms based on well-defined
therapeutic targets. Below are MyMD's key clinical strategies:

 Completed Phase 2 clinical trial in sarcopenia (i.e., age-related muscle
loss) in the second quarter of 2023; In the process of completing the Clinical Safety Report (CSR);

 Advance MYMD-1 into Phase 2 clinical trials for rheumatoid arthritis
and Hashimoto's Thyroiditis;

 Execute on IND-enabling
 studies of Supera-CBD to enable submission of an IND for a Phase 1 clinical trial in healthy volunteers followed by Phase 2 clinical
 trials in epilepsy, addiction and anxiety disorders;

 Identify and validate additional
 novel targets and utilize translational platforms to develop a pipeline of product candidates for aging and other autoimmune disease;

 Maintain broad commercial
 rights to MyMD's product candidates; and

 Continue to strengthen
 and expand MyMD's intellectual property portfolio.

 Overview

 MYMD-1 is a clinical stage drug that targets the immune system by inhibiting
the release of pro-inflammatory cytokines, such as TNF-. Cytokines are a broad category of molecules involved in immune system
coordination. Immunometabolic regulation is the system of regulating the immune system and its pro-inflammatory cytokines in order to
prevent and treat autoimmune diseases and age-related illnesses. By affecting the initial triggers that drive autoimmunity, MYMD-1 targets
the underlying cause of these diseases rather than just their symptoms. Based on MYMD-1's Phase 1 clinical trial, completed in January
2020, MyMD has completed a Phase 2 clinical trial for sarcopenia (age-related muscle loss) and is planning a Phase 2 clinical trial for
rheumatoid arthritis. MyMD has an active IND with the Endocrinology Division at the FDA for other autoimmune diseases. Studies have been
completed on the mechanisms of action and efficacy of MYMD-1 in several pre-clinical models of autoimmune diseases (i.e., experimental
autoimmune encephalomyelitis ("EAE") that models multiple sclerosis and autoimmune thyroiditis), and these studies have been
published in peer reviewed journals. MyMD plans to pursue these indications.

 MYMD-1:
An Immunometabolic Regulator

 Inflammation,
activated through the release of TNF- and other cytokines, is the body's normal physiological defense against infections
and pathogens, and under normal circumstances such inflammation quickly resolves once the intruder is neutralized. However, elevated
levels of pro-inflammatory cytokines, including TNF-, can lead to prolonged, chronic inflammation, which is closely linked to
autoimmune diseases (such as multiple sclerosis, diabetes, rheumatoid arthritis) and aging (i.e., inflamm-aging) as well as cardiovascular
disease and cancers, all of which may result in reduced health span (the period of life spent in good health).

 The
goal of immunometabolic regulatory drugs such as MYMD-1 is to target immune cells that overproduce pro-inflammatory cytokines, such as
TNF-, without preventing normal immune cell function. TNF- is a cytokine that is released by immune cells that plays a
key role in acute and chronic inflammation, autoimmune diseases and aging. Examples of currently approved immunometabolic regulating
drugs include Dimethyl Fumarate ("DMF") (approved for the treatment of multiple sclerosis) and Rapamycin (used in kidney
transplants and being studied in aging).

is a novel immunometabolic regulator that has demonstrated in vitro and in vivo ability to regulate the release of multiple
cytokines from immune cells, including TNF-. MYMD-1 is being developed to treat chronic inflammatory diseases, such as multiple
sclerosis, diabetes, inflammatory bowel disease, rheumatoid arthritis, and aging.

 Regulates Multiple Cytokines

 MyMD
conducted an in vitro study to demonstrate that MYMD-1 regulates a broad range of cytokines, including TNF-, interferon gamma
(INF) and interleukins, including interleukin 2 ("IL-2") and IL-17A. By blocking these cytokines that have been shown
to play key roles in the development and maintenance of autoimmune diseases, MYMD-1 treats the causes—and not just the symptoms—of
this class of illnesses.

1. MYMD-1 modulates the release of a broad spectrum of cytokines.

 An
additional in vitro study demonstrates that MYMD-1 has broad cytokine inhibiting activity including inhibition of TNF-,
IL-16 and IL-17a. The study also suggested MYMD-1 has limited toxicity, even at high doses, and none up to 2,000 micromoles.

 In
an in vivo study (NOD.H2 mouse model), MYMD-1 decreased serum levels of TNF- and INF.

2. MYMD-1 decreases the serum levels TNF- and IFN-g in NOD.H-2h4 mice. NOD.H-2h4 mice were treated with either regular water or
iodinated water (500 mg/l of sodium iodide), and each group was treated or not treated with MYMD-1 (185 mg/l). Cytokines were measured
at baseline and after 6 and 12 weeks of treatment using a multiplex magnetic bead array. (A and B) MYMD-1 significantly decreased serum
TNF- levels in the regular water group and tended to decrease it in the iodinated water group. (C and D) MYMD-1 showed a modest
effect on serum IFN-g in the iodinated water group. Results are from three independent experiments. Statistical comparisons were made
by longitudinal data analysis with generalized estimating equations.

Targets Autoimmune Diseases

is designed to regulate the immunometabolic system and intended for development as a potential treatment for certain autoimmune diseases,
including (but not limited to) multiple sclerosis, diabetes, rheumatoid arthritis, and/or inflammatory bowel disease. MYMD-1 is also
being developed to treat age-related illnesses such as frailty and sarcopenia. Autoimmune diseases are a broad category of diseases that
result from an overactive immune response, where immunometabolic system dysregulation is believed to play an important role. A healthy
immune system defends the body against disease and infection. If the immune system malfunctions, it can mistakenly attack healthy cells,
tissues, and organs. In response to an often-unknown trigger, the immune system starts producing antibodies that attack the body's
own cells instead of fighting infections.

 TNF-,
produced primarily by specific white blood cells, belongs to a category of proteins called cytokines that act as chemical messengers
throughout the body to regulate many aspects of the immune system. Other key cytokines include IL-6, IL-17A, interleukin 10 ("IL-10")
and Interferon gamma ("INF "). Cytokines are essential to mounting an inflammatory response. However, chronic or excessive
production of cytokines has been implicated in a number of acute and chronic inflammatory diseases.

 A
number of drugs target the immunometabolic system to treat autoimmune diseases, including DMF (approved for the treatment of multiple
sclerosis) and Rapamycin (being studied in aging, rheumatoid arthritis, and other autoimmune diseases). Additional therapies for autoimmune
diseases include anti-inflammatory drugs and immunosuppressive agents including drugs that non-selectively inhibit or block TNF-
(generally referred to as "TNF- blocking drugs"). Currently available TNF- blocking drugs must be injected
or infused to work. In some instances, the efficacy of a given dosage of TNF- blockers declines with repeated administration,
and side effects can also be a concern. These non-selective TNF- blockers can cause serious bacterial, fungal, and viral infections.
MYMD-1 is a selective, oral TNF- inhibitor that might provide a safer alternative to existing products on the market. The global
market for TNF- blockers was estimated at $41.6 billion in 2020 and is projected to reach $45.5 billion by 2027.

 An
 in vitro study involving human blood cells analyzed the cytokine inhibitory effects of MYMD-1 together with leading approved TNF-
blockers (monoclonal antibodies).

3. Comparison of inhibitory effect of MYMD-1 with other TNF- blockers. MYMD-1 exhibits a dose-dependent reduction in release of
several cytokine more effectively than Humira, Enbrel and Remicade.

 We
believe MYMD-1 is distinguishable from currently marketed TNF- blockers because it selectively blocks TNF- production related
to adaptive immunity (involved in autoimmunity) but spares the role of this cytokine in innate immunity (which plays a primary protective
role in fighting off invading organisms). Because of the crucial role that TNF- plays in front line protection by the innate immune
system (e.g., from bacterial, fungal, and viral infections), the indiscriminate blockade of TNF- by TNF- blocking agents
can cause serious and even fatal infections, which is one of the primary limiting factors in the use of this class of drugs. Based on
our belief regarding the selectivity of MYMD-1 in blocking TNF-, therefore, we intend to explore the extent to which MYMD-1 may
be a safer alternative to treat infectious, inflammatory, and autoimmune conditions, as well as its potential to ameliorate immune mediated
depression in such illnesses.

 Pre-Clinical
Study of MYMD-1 in Multiple Sclerosis Study (EAE Mouse Model)

 Multiple
sclerosis is an autoimmune disease in which T cells lead an attack on oligodendrocytes and neurons. Multiple sclerosis is the leading
neurological cause of disability in adults aged 30–50, and approximately one million people in the United States are affected with
this debilitating disease. T cells are one of the major components of the adaptive immune system. Their roles include directly killing
infected host cells, activating other immune cells, producing cytokines and regulating the immune response. When na ve, undifferentiated
T cells become activated, they differentiate and acquire effector functions that can be delineated by the cytokines they secrete.

 Preliminary
 in vivo studies of the therapeutic efficacy of MYMD-1 in the animal model for multiple sclerosis, known as EAE, indicate that
MYMD-1 modulates autoreactive T cell activation in a dose-dependent manner, suppresses T cell activation and ameliorates the course of
EAE. Further EAE mouse studies suggest that MYMD-1 suppresses the influx of CD4+ T cells into the brain.

4. Effects of MYMD-1 on the influx of T cells into the CNS early in EAE. To assess the effects of MYMD-1 on the infiltration of T cells
into the CNS, mice were immunized and treated with either vehicle control or 25 mg/mouse/day MYMD-1. Ten to 14 days later, mice were
perfused and brains collected for analysis. Infiltration was determined by flow cytometry. Analysis of Th1 and Th17 subsets are shown;
data compiled from 2 to 3 experiments, n > 3/group per experiment). Student's t-test was conducted for statistics.

In Vivo Study of Autoimmune Thyroiditis (NODH.2 Mouse Model)

 Thyroiditis
or Hashimoto thyroiditis is an autoimmune disease characterized by lymphocytic infiltration of the thyroid gland. It has been shown that
tobacco smoking has a protective effect against Hashimoto thyroiditis as tobacco smokers have a lower prevalence of thyroid autoantibodies
than non-smokers.

 MyMD
conducted an in vivo study of autoimmune thyroiditis in a spontaneous thyroiditis (NODH.2) mouse model. We believe the results
of this study show MYMD-1's ability to suppress TNF- production by CD-4+ T cells in a dose dependent manner. Additionally,
the study reported that MYMD-1 statistically decreases the incidence and severity (p <0.001) of thyroiditis in this mouse model. Pre-clinical
studies have demonstrated that MYMD-1 ameliorated autoimmune thyroiditis in the thyroiditis mouse model.

5. MYMD-1 decreases the incidence and severity of autoimmune thyroiditis in NOD.H-2h4 mice, as assessed by H&E histopathology. At
8 weeks old, 58 NOD.H-2h4 mice were divided into regular water and iodinated water groups. In the regular water group, 10 mice (7 M,
3 F) drank water that contained MYMD-1 (185 mg/l), and 16 mice (10 M, 6 F) drank water without it. In the iodinated water group, the
water was supplemented with 500 mg/l of sodium iodide and contained (16 mice: 10 M, 6 F) or did not contain (16 mice: 10 M, 6 F) MYMD-1
(185 mg/l). After 12 weeks of treatment, thyroids were removed and divided in half. (A and B) Thyroiditis severity and incidence assessed
by histopathology in the regular water group. (C) A representative thyroid from a mouse in the regular water group, showing a severity
score of 2. (D) A representative thyroid from a mouse in the regular water group treated with MYMD-1, showing thyroid follicle preservation
and an overall normal glandular size (severity score of 0). (E and F) Thyroiditis incidence and severity scores assessed by histopathology
in the iodinated water group. (G) A representative thyroid from a mouse in the iodine group, showing marked lymphocytic infiltration,
follicular enlargement, and architectural disruption (severity score of 4). (H) A representative thyroid from a mouse in the iodine plus
MYMD-1 group (severity score of 2). Results represent the summary of 10 independent experiments, each analyzing 4 to 6 mice, for a total
of 58 mice.

Targets Inflamm-Aging and Related Disorders

 Aging
is associated with a loss of tight regulation of the immune system. This leads to increased inflammatory activity in the body, including
increased circulating levels of TNF-. Chronic inflammation is a hallmark of aging, referred to as inflamm-aging. Inflamm-aging
and chronic inflammation are closely linked to a number of disorders such as obesity, insulin resistance/type 2 diabetes, cardiovascular
diseases, and cancers. TNF- is a multifunctional pro-inflammatory cytokine which may play a part in the pathogenesis of certain
age-related disorders such as atherosclerosis. A multi-year pre-clinical, proof of concept in vivo study in aging and longevity
confirmed our belief regarding MYMD-1's potential therapeutic effect on inflamm-aging and other age-related disorders, which we
intend to explore further in clinical trials, pending our submission, and the corresponding acceptance, of the requisite regulatory and
other relevant submissions.

 Bascom
Palmer Eye Institute Collaboration

 On
July 12, 2022, we announced a new collaboration with Bascom Palmer Eye Institute of Miami, Florida ("Bascom Palmer") to collaborate
on a pre-clinical study using MYMD-1 as a potential treatment for traumatic optic neuropathy (TON). To date, our collaboration with Bascom
Palmer has included pre-clinical and clinical investigations.

 Pre-Clinical

 In July 2022 we entered into a Material Transfer Agreement with Bascom
Palmer. Our collaboration was announced in a press release and in an article in Ophthalmology Times. Bascom Palmer confirmed in
August 2022 that it had received a quantity of our MYMD-1 product candidate and MYMD provided a material safety datasheet and certification
of analysis. In August 2022, Bascom Palmer researchers conducted a preliminary introductory study of TON in mice. Investigators ran a
crush injury of the mice's optic nerves with and without MYMD-1. The study drug was given once per day via oral gavage at a dosage
of 30 mg/kg of body weight. The mice were treated for five days, untreated for two days, and then sacrificed, and their TNF- levels
were measured. The crush injury raised levels of TNF-.
After being dosed with MYMD, TNF- levels were brought down in crush injury compared to controls, but the decrease did not meet
statistical significance (p=0.095). Likely cause of the result not reaching p<0.05 may be attributed to rebound (e.g. TNF- levels
would have gone up when MYMD-1 stopped; daily dosing may need to me adjusted, crush injury may have been too severe for the medication,
and/or possible contribution of ketamine which is an anti-inflammatory. Additional studies are not planned for now.

 In addition to the pre-clinical study described above, we collaborated
with Bascom Palmer to plan a clinical study. In August 2022, Bascom Palmer researchers executed a confidentiality and non-disclosure agreement
and Bascom Palmer produced a draft protocol synopsis entitled, Assessment of the Anti-Inflammatory Effects of MYMD-1 in Non-Infectious
Anterior Uveitis: A Randomized Controlled, Double Blind Clinical Study. This program is not active.

Commercialization Targets

is being developed to address serious and debilitating autoimmune and inflammatory diseases, including sarcopenia, frailty resulting
from aging process, and rheumatoid arthritis (RA). According to the U.S. Census Bureau, in 2020, there were approximately 54 million
U.S. residents over 65 years of age, representing 16% of the U.S. population. This figure is expected to increase to nearly 22% by the
year 2040. 1 The Arthritis Foundation estimates that approximately 1.5 million people in the U.S. have RA. 2

is a synthetic small molecule that is an analog of naturally grown CBD derived from the Cannabis sativa plant. Supera-CBD is being developed
to treat conditions with which CBD is often anecdotally associated but for which no natural or synthetic CBD-containing drugs have been
approved by the FDA, such as pain, anxiety/depression and seizures from epilepsy. While naturally grown CBD is a constituent of Cannabis
sativa, Supera-CBD is a synthetic analog of CBD, thus eliminating potential complications associated with the psychoactive effects of
Tetrahydrocannabinol ("THC"), which is also a constituent of the Cannabis sativa plant. Studies have suggested that CBD may
have broad therapeutic properties, including the treatment of neuropsychiatric disorders.

 U.S. Department of Health and Human Services. 2020 Profile of Older Americans. May 2021 Page 3.

 2 The
Arthritis Foundation. Rheumatoid Arthritis: Causes, Symptoms, Treatments and More.

 Overview

 General
Pharmacology and Therapeutic Profile

 CBD
inhibits a number of important receptors, including the CB2 receptor and opioid receptors, and can also inhibit MAO enzymes. In the immune
system, one of the important functions of the CB2 receptor is in the regulation of cytokine release from immune cells. Antagonists targeting
the CB2 receptor have been proposed for the treatment or management of a range of painful conditions as well as for treating several
neurological diseases. The Company conducted an in vitro binding assay study to analyze the CB2 inhibition of Supera-CBD together
with that of CBD derived from naturally grown plants.

 Opioid
receptors are widely expressed in the brain, spinal cord, peripheral nerves and digestive tract. MyMD conducted an in vitro binding
analysis of Supera-CBD with the three types of opioid receptors. The profile suggests that Supera-CBD could possibly play a role in treating
opioid addiction.

 MAOs
are enzymes involved in the catabolism, or digestion, of certain neurotransmitters. MyMD conducted an in vitro MAO inhibition
study. In this study, Supera-CBD and commercial CBD were analyzed against positive and negative controls. In this study, Supera-CBD far
exceeded CBD in dose-dependent inhibition of MAOs, particularly MAO-B. Drugs that inhibit MAOs have been commercially used for decades
to treat depression, and more recent studies have suggested MAO-B inhibiting drugs might have a role to play in treating cognitive decline
in aging.

Early-Stage Plans for Development and Potential Commercialization Targets

is in early-stage development for pain, anxiety, and sleep disorders. There are currently a number of over-the-counter CBD products marketed
with unapproved therapeutic claims relating to these conditions, among other conditions. While there are a substantial number of such
products on the market that have not been subject to regulatory enforcement action, the FDA has consistently reiterated, in guidance
and warning letters against a number of the companies marketing such CBD products for such uses, that CBD products may not be lawfully
marketed for therapeutic uses in the United States without first-obtaining FDA approval via the NDA process. CBD product sales in the
US reportedly reached $5.3 billion in 2021, 15% growth over 2020 sales, and are projected to reach $16 billion by 2026. 3 MyMD
believes that if Supera-CBD is approved by the FDA, it may have competitive advantages over currently marketed CBD products that have
not been approved by FDA as drug products, as approved drugs must undergo rigorous premarket study and generate results sufficient to
support a finding that they are safe and effective for their intended use(s) and remain subject to ongoing FDA postmarket regulation,
which provides additional assurances relating to quality, consistency and safety.

 Currently,
there is one FDA-approved drug with plant-derived CBD as an active ingredient. FDA subsequently approved three other cannabinoid-containing
drugs, two of which utilize synthetic cannabinoids analogous or similar to THC as the active ingredient and the other, a combination
of synthetic CBD and THC. Epidiolex is being commercialized by GW Pharmaceuticals, plc ("GWPH") to treat seizures associated
with Lennox-Gastaut syndrome or Dravet syndrome in patients two years of age and older. The reported revenues from Epidiolex in fiscal
year 2019 were approximately $296 million. MYMD believes that, by utilizing synthetic, rather than naturally derived, CBD
in Supera-CBD may mitigate a number of obstacles generally associated with growing and processing an active drug ingredient produced
from naturally grown plant extracts.

 On
March 2, 2023, we announced that the U.S. Drug Enforcement Administration (DEA) has conducted a scientific review and determined that
it would not Supera-CBD a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations.
We believe that this decision will expedite future research involving Supera-CBD by relieving us or our research partners from having
to comply with regulations relating to controlled substances.

 Sales
and Marketing

 MyMD
does not currently have sales and marketing infrastructure to support the launch of its products. MyMD intends to build such capabilities
in North America prior to launch the commercial MYMD-1, if successfully developed and granted the requisite FDA approval. Outside of
North America, MyMD may rely on licensing, co-sale and co-promotion agreements with strategic partners for commercialization of its products.
If MyMD builds a commercial infrastructure to support marketing in North America, such commercial infrastructure could be expected to
include a targeted sales force supported by sales management, internal sales support, an internal marketing group and distribution support.
To develop the appropriate commercial infrastructure internally, MyMD would have to invest financial and management resources, some of
which would have to be deployed prior to any confirmation that MYMD-1 or Supera-CBD will be approved, which cannot be guaranteed.

 Competition

 The
biotechnology and biopharmaceutical industries are characterized by rapid evolution of technologies, fierce competition and vigorous
defense of intellectual property. Any product candidates that MyMD successfully develops and commercializes will have to compete with
existing and future new therapies. While MyMD believes that its drug candidates, development experience and scientific knowledge may
provide it with certain competitive advantages, MyMD faces potential competition from many different sources, including major pharmaceutical,
specialty pharmaceutical and biotechnology companies, academic institutions, governmental agencies, and public and private research institutions.

 Existing
therapies for autoimmune diseases include anti-inflammatory drugs and immunosuppressive agents, including drugs that seek to selectively
inhibit or block TNF- (generally referred to as "TNF- blocking drugs"). TNF- blocking drugs are large
molecules that are generally injected or infused. In some instances, the period of efficacy of a given dosage of TNF- blockers
can decline with repeated administration and side effects can be a concern. Leading TNF- blocking drugs include Etanercept (Enbrel),
Infliximab (Remicade), and Adalimumab (Humira). The total TNF- market collectively represented approximately $41 billion in global
sales in 2022. 4 All of these existing TNF- blocking drugs require injection, whereas MYMD-1 is being developed to be
orally bioavailable. Our management believes patients and providers would view the fact that MYMD-1 can be administered orally as a significant
advantage.

 Unlike
currently marketed TNF- blockers, MYMD-1 is designed to selectively block TNF- production related to adaptive immunity
(involved in autoimmunity) but to spare the role of this cytokine in innate immunity (which plays the primary initial role in fighting
off invading organisms). Because of the crucial role that TNF- plays in front line protection by the innate immune system from
bacterial, fungal, and viral infections, the indiscriminate blockade of TNF- by TNF- blocking agents can cause serious
and even fatal infections, which is the primary limiting factor in the use of this class of drugs. MyMD thus believes that, if MYMD-1
is approved for marketing, the potential selectivity of MYMD-1 in blocking TNF- might make it a preferrable alternative to some
existing treatments for infectious, inflammatory, and autoimmune conditions, as well as simultaneously resulting in amelioration of immune
mediated depression in such illnesses if it is also approved for such indication.

 Benzinga: US Hemp CBD Market To Hit $5.3B In Sales In 2021.

 Intellectual
Property

policy is to develop and maintain MyMD's proprietary position by, among other methods, filing or in-licensing U.S. and foreign
patents and applications related to MyMD's drug candidates and methods of treatment that are material to the development and implementation
of MyMD's business. MyMD also relies on trademarks, know-how, confidentiality agreements and invention assignment agreements to
develop and maintain MyMD's proprietary position.

patent portfolio includes protection for MYMD's lead product candidates, MYMD-1 and Supera-CBD. Currently, there are multiple patent
families relating to (i) age reversal and treatments of age-related disorders including sarcopenia; (ii) reduction of TNF- levels
and treatments of autoimmune disorders; (iii) addiction treatments; and (iv) methods of increasing hair growth. As
of the date of this document, MyMD has 16 issued U.S. patents, three pending U.S. patent applications, 64 issued foreign patents, and
10 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea,
which, if issued, are expected to expire between 2036 and 2041.

 The
term of individual patents depends upon the legal term of the patents in the countries in which they are obtained. In most countries
in which MyMD files, the patent term is 20 years from the date of filing of the first non-provisional application in which priority is
claimed. In the U.S. patent term may be lengthened by patent term adjustment, which compensates a patentee for administrative delays
by the USPTO in granting a patent or may be shortened if a patent is terminally disclaimed over an earlier-filed patent. In the U.S.,
the term of a patent that covers an FDA-approved drug may also be eligible for a patent term extension of up to five years under the
Hatch-Waxman Act, which is designed to compensate for the patent term lost during the FDA regulatory review process. The length of the
patent term extension involves a complex calculation based on the length of time it takes for regulatory review. A patent term extension
under the Hatch-Waxman Act cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval
and only one patent applicable to an approved drug may be extended. Moreover, a patent can only be extended once, and thus, if a single
patent is applicable to multiple products, it can only be extended based on one product. Similar provisions are available in Europe and
certain other foreign jurisdictions to extend the term of a patent that covers an approved drug.

commercial success depends in part on its ability to obtain and maintain proprietary protection for MyMD's product candidates,
as well as novel discoveries, core technologies, and know-how, as well as its ability to operate without infringing on the proprietary
rights of others and to prevent others from infringing its proprietary rights.

 Assignment
and Royalty Agreements

 MyMD
is a party to two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements, both dated November 11, 2020, with SRQ
Patent Holdings and SRQ Patent Holdings II, under which MyMD (or its successor) will be obligated to pay to SRQ Patent Holdings or SRQ
Patent Holdings II (or its designees) certain royalties on product sales or other revenue received on products that incorporate or are
covered by the intellectual property that was assigned to MyMD. The royalty is equal to 8% of the net sales price on product sales and,
without duplication, 8% of milestone revenue or sublicense compensation. SRQ Patent Holdings and SRQ Patent Holdings II are affiliates
of Mr. Williams.

 Government
Regulation

 Government
authorities in the U.S. at the federal, state, and local level and in other countries regulate, among other things, the research, development,
testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution,
post-approval monitoring and reporting, marketing and export and import of drugs and biological products. Generally, before a new drug
can be marketed, considerable data demonstrating its quality, safety, and efficacy in connection with the target indication(s) for use
must be obtained, organized into a format specific for each regulatory authority, submitted for review and approved by the regulatory
authority.

 FDA
Approval Process

 In
the U.S., pharmaceutical products are subject to extensive regulation under the FD&C Act and the FDA's implementing regulations
and other federal and state statutes and regulations governing, among other things, the research, development, testing, manufacture,
storage, recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling and
import and export of pharmaceutical products. Failure to comply with applicable U.S. requirements may subject a company to a variety
enforcement actions and/or administrative or judicial sanctions, including, but not limited to clinical holds, FDA refusal to approve
NDA submissions and/or revocation or limitation of existing NDAs for approved products, warning or untitled letters, product recalls,
product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties and criminal prosecution.

 Pharmaceutical
product development for a new drug product or certain changes to an approved product in the U.S. typically requires pre-clinical laboratory
and animal tests, the submission to the FDA of an IND, which must become effective before clinical testing on human subjects may commence,
and adequate and well-controlled clinical trials to establish the safety and effectiveness of the drug for each indication for which
FDA approval is sought. Satisfaction of FDA pre-market approval requirements are inherently uncertain, expensive, and it typically takes
many years to generate sufficient data to apply for approval, even when such approval is not ultimately granted, and the actual time
required may vary substantially based upon the type, complexity and novelty of the product or disease.

 Pre-clinical
tests include laboratory evaluation of product chemistry, formulation and toxicity, as well as animal trials to assess the characteristics
and potential safety and efficacy of the product. The conduct of the pre-clinical tests must comply with federal regulations and requirements,
including good laboratory practices. The results of pre-clinical testing are submitted to the FDA as part of an IND along with other
information, including information about product chemistry, manufacturing and controls, and a proposed clinical trial protocol. Long-term
pre-clinical tests, such as animal tests of reproductive toxicity and carcinogenicity, may continue after the IND is submitted. A 30-day
waiting period after the submission of each IND is required prior to the commencement of clinical testing in humans. If the FDA has neither
commented on nor questioned the IND within this 30-day period, the clinical trial proposed in the IND may begin. Clinical trials involve
the administration of the investigational new drug to healthy volunteers or patients under the supervision of a qualified investigator.
Clinical trials must be conducted: (i) in compliance with federal regulations; (ii) in compliance with GCP, an international standard
meant to protect the rights and health of patients and to define the roles of clinical trial sponsors, administrators and monitors; and
(iii) under protocols detailing the objectives of the trial, the parameters to be used in monitoring safety and the effectiveness criteria
to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDA as
part of the IND.

 The
FDA may order the temporary, or permanent, discontinuation of a clinical trial at any time, or impose other sanctions, if it believes
that the clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical
trial patients. The study protocol and informed consent information for patients in clinical trials must also be submitted to an IRB
and ethics committee for approval. The IRB will also monitor the clinical trial until completed. An IRB may also require the clinical
trial at the site to be halted, either temporarily or permanently, for failure to comply with the IRB's requirements, or may impose
other conditions. Additionally, some clinical trials are overseen by an independent group of qualified experts organized by the clinical
trial sponsor, known as a data safety monitoring board or committee. This group provides authorization for whether a trial may move forward
at designated checkpoints based on access to certain data from the trial.

trials to support NDAs for marketing approval are typically conducted in three sequential phases, but the phases may overlap. In Phase
1, the initial introduction of the drug into healthy human subjects or patients, the drug is tested to assess metabolism, pharmacokinetics,
pharmacological actions, side effects associated with increasing doses, and, if possible, early evidence of effectiveness. Phase 2 usually
involves trials in a limited patient population to determine the effectiveness of the drug for a particular indication, dosage tolerance
and optimum dosage, and to identify common adverse effects and safety risks. If a drug demonstrates evidence of effectiveness and an
acceptable safety profile in Phase 2 evaluations, Phase 3 trials are undertaken to obtain the additional information about clinical efficacy
and safety in a larger number of patients, typically at geographically dispersed clinical trial sites, to permit the FDA to evaluate
the overall benefit-risk relationship of the drug and to provide adequate information for the labeling of the drug. In most cases the
FDA requires two adequate and well-controlled Phase 3 clinical trials to demonstrate the efficacy of the drug. A single Phase 3 trial
may be sufficient in rare instances, including (1) where the trial is a large multicenter trial demonstrating internal consistency and
a statistically very persuasive finding of a clinically meaningful effect on mortality, irreversible morbidity or prevention of a disease
with a potentially serious outcome and confirmation of the result in a second trial would be practically or ethically impossible or (2)
when in conjunction with other confirmatory evidence.

 The
manufacturer of an investigational drug in a Phase 2 or 3 clinical trial for a serious or life-threatening disease is required to make
available, such as by posting on its website, its policy on evaluating and responding to requests for expanded access.

 After
completion of the required clinical testing, an NDA is prepared and submitted to the FDA. FDA approval of the NDA is required before
marketing of the product may begin in the U.S. The NDA must include the results of all pre-clinical, clinical and other testing and a
compilation of data relating to the product's pharmacology, chemistry, manufacture and controls.

 The
cost of preparing and submitting an NDA is substantial. The submission of most NDAs is additionally subject to a substantial application
user fee, currently exceeding $4 million for fiscal year 2024 and $3.2 million for fiscal year
2023 (for applications containing clinical data), which increased from $3.1
million for fiscal year 2022. Fee waivers or reductions are available in certain circumstances, including a waiver of the application
fee for the first application filed by a small business. Additionally, no user fees are assessed on NDAs for products designated as orphan
drugs, unless the product also includes a non-orphan indication. The applicant under an approved NDA is also subject to annual program
fees, currently $393,933 for fiscal year 2023 for each prescription product and $416,734
for fiscal year 2024. for each prescription product. The FDA adjusts the user fees on an annual basis,
and the fees typically increase annually.

 The
FDA reviews each submitted NDA before it determines whether to file it and may request additional information. The FDA must make a decision
on whether to file an NDA within 60 days of receipt, and such decision could include a refusal to file by the FDA. Once the submission
is filed, the FDA begins an in-depth review of the NDA. The FDA has agreed to certain performance goals in the review of NDAs. Most applications
for standard review drug products are reviewed within ten to twelve months most applications for priority review drugs are reviewed
in six to eight months. Priority review can be applied to drugs that the FDA determines may offer significant improvement in safety or
effectiveness compared to marketed products or where no adequate therapy exists. The review process for both standard and priority review
may be extended by the FDA for three additional months to consider certain late-submitted information, or information intended to clarify
information already provided in the submission. The FDA does not always meet its goal dates for standard and priority NDAs, and the review
process can be extended by FDA requests for additional information or clarification.

 The
FDA may also refer applications for novel drug products, or drug products that present difficult questions of safety or efficacy, to
an outside advisory committee—typically a panel that includes clinicians and other experts—for review, evaluation and a recommendation
as to whether the application should be approved and under what conditions, if any. The FDA is not bound by the recommendation of an
advisory committee, but it generally follows such recommendations.

 Before
approving an NDA, the FDA will conduct a pre-approval inspection of the manufacturing facilities for the new product to determine whether
they comply with cGMP requirements. The FDA will not approve the product unless it determines that the manufacturing processes and facilities
are in compliance with cGMP requirements and are adequate to assure consistent production of the product within required specifications.
The FDA also typically inspects clinical trial sites to ensure compliance with GCP requirements and the integrity of the data supporting
safety and efficacy.

 After
the FDA evaluates the NDA and the manufacturing facilities, it issues either an approval letter or a complete response letter ("CRL").
A CRL generally outlines the deficiencies in the submission, which may be minor and more technical, or major and more substantive and,
in the latter case may require substantial additional testing or data to be eligible for substantive review by FDA upon resubmission,
such as additional clinical data, additional pivotal clinical trial(s), and/or other significant and time-consuming requirements related
to clinical trials, pre-clinical studies or manufacturing. If a CRL is issued, the applicant may resubmit the NDA addressing all of the
deficiencies identified in the letter, withdraw the application, engage in formal dispute resolution or request an opportunity for a
hearing. The FDA has committed to reviewing resubmissions in two to six months depending on the type of information included. Even if
such data and information are submitted, the FDA may decide that the NDA does not satisfy the criteria for approval.

 If
the deficiencies identified in the CRL are addressed to FDA's satisfaction in a resubmission of the NDA (and FDA does not identify
any other issues that need to be corrected prior to approval or that, otherwise, cause the agency to determine that approval is not appropriate
at the given time), the FDA will issue an approval letter. An approval letter authorizes commercial marketing of the drug with specific
prescribing information for specific indications. In addition, under the Pediatric Research Equity Act of 2003 ("PREA"),
as amended and reauthorized, certain NDAs or supplements to an NDA must contain data that are adequate to assess the safety and effectiveness
of the drug for the claimed indications in all relevant pediatric subpopulations, and to support dosing and administration for each pediatric
subpopulation for which the product is safe and effective. The FDA may, on its own initiative or at the request of the applicant, grant
deferrals for submission of some or all pediatric data until after approval of the product for use in adults, or full or partial waivers
from the pediatric data requirements.

 As
a condition of NDA approval, the FDA may also require a REMS, to help ensure that the benefits of the drug outweigh the potential risks
to patients. A REMS can include medication guides, communication plans for healthcare professionals, and elements to assure safe use
("ETASU"). ETASU can include, but are not limited to, special training or certification for prescribing or dispensing, dispensing
only under certain circumstances, special monitoring, and the use of patient registries. The requirement for a REMS can materially affect
the potential market and profitability of the drug. Moreover, product approval may require substantial post-approval testing and surveillance
to monitor the drug's safety or efficacy. Once granted, product approvals may be withdrawn if compliance with regulatory standards
is not maintained or problems are identified following initial marketing.

 Changes
to some of the conditions established in an approved application, including changes in indications, labeling, or manufacturing processes
or facilities, require submission and FDA approval of an NDA supplement or, in some case, a new NDA, before the change can be implemented.
An NDA supplement for a new indication typically requires clinical data similar to that in the original application, and the FDA uses
the same procedures and actions in reviewing NDA supplements as it does in reviewing NDAs.

 Disclosure
of Clinical Trial Information

 Sponsors
of clinical trials of FDA regulated products, including drugs, are required to register and disclose certain clinical trial information
to the U.S. public by publishing such information on clinicaltrials.gov. Information related to the product, patient population, phase
of investigation, study sites and investigators, and other aspects of the clinical trial is then made public as part of the registration.
Sponsors are also obligated to discuss the results of their clinical trials after completion. Disclosure of the results of these trials
can be delayed in certain circumstances for up to two years after the date of completion of the trial. Competitors may use this publicly
available information to gain knowledge regarding the progress of development programs.

 Expedited
Development and Review Programs

 The
FDA is authorized to designate certain products for expedited review if they are intended to address an unmet medical need in the treatment
of a serious or life-threatening disease or condition. These programs are fast track designation, breakthrough therapy designation, and
priority review designation. MyMD has not applied for expedited approval under any of these pathways to-date but intends to explore the
extent to which any of its current or future product candidates may be eligible for one or more such pathways. There is no guarantee
that FDA will grant any of MyMD's products candidates the expedited designation(s) for which it is submitted, if any, or that MyMD
will secure any of the applicable benefits associated with any of any expedited designations that may be granted to its current or future
product candidates, if applicable.

 Fast-Track
Designation

 Fast
track designation may be granted for a product that is intended to treat a serious or life-threatening disease or condition for which
pre-clinical or clinical data demonstrate the potential to address unmet medical needs for the condition. The sponsor of an investigational
drug product may request that the FDA designate the drug candidate for a specific indication as a fast-track drug concurrent with, or
after, the submission of the IND for the drug candidate. The FDA must determine if the drug candidate qualifies for fast-track designation
within 60 days of receipt of the sponsor's request. For fast-track products, sponsors may have greater interactions with the FDA
and the FDA may initiate review of sections of a fast-track product's NDA before the application is complete. This rolling review
is available if the FDA determines, after preliminary evaluation of clinical data submitted by the sponsor, that a fast-track product
may be effective. The sponsor must also provide, and the FDA must approve, a schedule for the submission of the remaining information
and the sponsor must pay applicable user fees. At the time of NDA filing, the FDA will determine whether to grant priority review designation.
Additionally, fast track designation may be withdrawn if the FDA believes that the designation is no longer supported by data emerging
in the clinical trial process.

 Breakthrough
Therapy Designation

 In
2012, Congress enacted the Food and Drug Administration Safety and Innovation Act, or FDASIA. This law established a new regulatory scheme
allowing for expedited review of products designated as "breakthrough therapies." A product may be designated as a breakthrough
therapy if it is intended, either alone or in combination with one or more other drugs, to treat a serious or life-threatening disease
or condition and preliminary clinical evidence indicates that the product may demonstrate substantial improvement over existing therapies
on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. The FDA
may take certain actions with respect to breakthrough therapies, including holding meetings with the sponsor throughout the development
process; providing timely advice to the product sponsor regarding development and approval; involving more senior staff in the review
process; assigning a cross-disciplinary project lead for the review team; and taking other steps to design the clinical trials in an
efficient manner.

 Priority
Review Designation

 The
FDA may designate a product for priority review if it is a drug that treats a serious condition and, if approved, would provide a significant
improvement in safety or effectiveness. The FDA determines, on a case- by-case basis, whether the proposed drug represents a significant
improvement when compared with other available therapies. Significant improvement may be illustrated by evidence of increased effectiveness
in the treatment of a condition, elimination or substantial reduction of a treatment-limiting drug reaction, documented enhancement of
patient compliance that may lead to improvement in serious outcomes, and evidence of safety and effectiveness in a new subpopulation.
A priority designation is intended to direct overall attention and resources to the evaluation of such applications, and to shorten the
FDA's goal for taking action on a marketing application from ten months to six months.

 Accelerated
Approval

 Accelerated
approval may be granted for a product that is intended to treat a serious or life-threatening condition and that generally provides a
meaningful therapeutic advantage to patients over existing treatments. A product eligible for accelerated approval may be approved on
the basis of either a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be
measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or
mortality or other clinical benefit, taking into account the severity, rarity or prevalence of the condition and the availability or
lack of alternative treatments. The accelerated approval pathway is most often used in settings in which the course of a disease is long,
and an extended period of time is required to measure the intended clinical benefit of a product, even if the effect on the surrogate
or intermediate clinical endpoint occurs rapidly. The accelerated approval pathway is contingent on a sponsor's agreement to conduct
additional post-approval confirmatory studies to verify and describe the product's clinical benefit. These confirmatory trials
must be completed with due diligence and, in some cases, the FDA may require that the trial be designed, initiated, and/or fully enrolled
prior to approval. Failure to conduct required post-approval studies, or to confirm a clinical benefit during post-marketing studies,
would allow the FDA to withdraw the product from the market on an expedited basis. All promotional materials for product candidates approved
under accelerated regulations are subject to prior review by the FDA.

 Post-marketing
Requirements

 Following
approval of a new product, the manufacturer and the approved product are subject to continuing regulation by the FDA. Drug manufacturers'
and/or sponsors' post-marketing FDA obligations, include, among other things, monitoring and record-keeping activities, reporting
of adverse experiences, complying with promotion and advertising requirements, which include restrictions on promoting products for unapproved
uses or patient populations (known as "off-label use") and limitations on industry-sponsored scientific and educational activities,
and a number of other specific requirements for prescription-drug advertising. Although physicians may prescribe legally available products
for off-label uses, manufacturers may not market or promote their approved drug products for off-label uses. Product approvals may be
withdrawn for non-compliance with regulatory standards or if problems occur following initial marketing. Newly discovered or developed
safety or effectiveness data may require changes to a product's approved labeling, including the addition of new warnings and contraindications,
and may also require the implementation of other risk management measures, including a REMS, or the conduct of post-marketing studies
to assess a newly discovered safety issue.

 FDA
regulations require that drug products be manufactured in registered drug-manufacturing facilities and in accordance with cGMP regulations.
MYMD currently relies on third parties to produce clinical quantities of its drug candidates under development in accordance with applicable
GCPs and GLPs, and expects to continue to rely, on third parties to produce clinical and commercial quantities of MYMD's products
that are approved for marketing in the United States, if any, in accordance with cGMP regulations. These manufacturers must comply with
cGMP regulations that require, among other things, quality control and quality assurance, the maintenance of records and documentation
and the obligation to investigate and correct any deviations from cGMP. Accordingly, manufacturers must continue to expend time, money
and effort in the area of production and quality control to maintain cGMP compliance. The discovery of violative conditions, including
failure to conform to cGMP regulations, could result in a wide range of enforcement actions against the manufacturer, including, but
not limited to, recalls, warning letters, "dear doctor" letters, civil lawsuits, fines, and criminal prosecution. And the
discovery of previously unknown safety or efficacy problems with a product after approval may result in restrictions on, revocation of,
or the addition of conditions to the product's approval, among other potential adverse actions.

 In
addition to the requirements applicable to approved drug products, sponsors may also be subject to enforcement action in connection with
any promotion of any investigational new drug. A sponsor or investigator, or any person acting on behalf of a sponsor or investigator,
may not represent in a promotional context that an investigational new drug is safe or effective for the purposes for which it is under
investigation or otherwise promote or market the product.

 Other
Regulatory Matters

 Manufacturing,
sales, promotion and other activities following product approval are also subject to regulation by numerous regulatory authorities in
the U.S. in addition to the FDA, including the CMS, other divisions of the HHS, the DOJ, the Drug Enforcement Administration, the Consumer
Product Safety Commission, the Federal Trade Commission, the Occupational Safety & Health Administration, the Environmental Protection
Agency and state and local governments and governmental agencies.

 Other
Healthcare Laws

 Healthcare
providers, physicians, and third-party payors will play a primary role in the recommendation and prescription of any products for which
MyMD may obtain marketing approval. MyMD's current and future arrangements with third-party payors, healthcare providers and physicians
may expose MyMD to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial
arrangements and relationships through which MyMD markets, sells and distributes any drugs for which MYMD obtains marketing approval.
In the U.S., these laws include, without limitation, state and federal anti-kickback, false claims, physician transparency, and patient
data privacy and security laws and regulations, including but not limited to those described below. MYMD's business operations,
including its research, marketing, and activities relating to the reporting of wholesale or estimated retail prices for MyMD's
products, the reporting of prices used to calculate Medicaid rebate information and other information affecting federal, state and third-party
reimbursement for MyMD's products, and the sale and marketing of MyMD's product and any future product candidates, are subject
to scrutiny under these laws.

 The AKS, makes it illegal
 for any person, including a prescription drug manufacturer (or a party acting on its behalf), to knowingly and willfully solicit,
 receive, offer or pay any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, that is intended to induce
 or reward referrals, including the purchase, recommendation, order or prescription of a particular drug, for which payment may be
 made under a federal healthcare program, such as Medicare or Medicaid. Violations of this law are punishable by imprisonment, criminal
 fines, administrative civil money penalties and exclusion from participation in federal healthcare programs. In addition, a person
 or entity does not need to have actual knowledge of the statute or specific intent to violate it.

 The federal civil and criminal
 false claims laws, including the FCA, which can be enforced through civil whistleblower or qui tam actions, which impose penalties
 against individuals or entities (including manufacturers) for, among other things, knowingly presenting, or causing to be presented
 false or fraudulent claims for payment by a federal healthcare program or making a false statement or record material to payment
 of a false claim or avoiding, decreasing or concealing an obligation to pay money to the federal government. The government may deem
 manufacturers to have "caused" the submission of false or fraudulent claims by, for example, providing inaccurate billing
 or coding information to customers or promoting a product off-label. Claims that include items or services resulting from a violation
 of the AKS are false or fraudulent claims for purposes of the FCA.

 The federal anti-inducement
 law, which prohibits, among other things, the offering or giving of remuneration, which includes, without limitation, any transfer
 of items or services for free or for less than fair market value (with limited exceptions), to a Medicare or Medicaid beneficiary
 that the person knows or should know is likely to influence the beneficiary's selection of a particular supplier of items or
 services reimbursable by a federal or state governmental program.

 HIPAA imposes criminal
 and civil liability for knowingly and willfully executing a scheme, or attempting to execute a scheme, to defraud any healthcare
 benefit program, including private payors, or falsifying, concealing or covering up a material fact or making any materially false
 statements in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the AKS, a person
 or entity does not need to have actual knowledge of the healthcare fraud statute implemented under HIPAA or specific intent to violate
 it in order to have committed a violation.

 HIPAA, as amended by the Health Information Technology for Economic and
Clinical Health Act ("HITECH"),
 and their respective implementing regulations, imposes, among other things, specified requirements on covered entities and their
 business associates relating to the privacy and security of individually identifiable health information including mandatory contractual
 terms and required implementation of technical safeguards of such information. HITECH also created new tiers of civil monetary penalties,
 amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new
 authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys'
 fees and costs associated with pursuing federal civil actions.

 The PPSA, enacted as part
 of the ACA, imposed new annual reporting requirements for certain manufacturers of drugs, devices, biologics, and medical supplies
 for which payment is available under Medicare, Medicaid, or the Children's Health Insurance Program, for certain payments and
 "transfers of value" provided to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors)
 and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. Effective
 January 1, 2022, these reporting obligations extend to include transfers of value made during the previous year to certain non-physician
 providers such as physician assistants and nurse practitioners.

 Analogous state and foreign
 fraud and abuse laws and regulations, such as state anti-kickback and false claims laws, which may be broader in scope and apply
 regardless of payor. These laws are enforced by various state agencies and through private actions. Some state laws require pharmaceutical
 companies to comply with the pharmaceutical industry's voluntary compliance guidelines and the relevant federal government
 compliance guidance, require drug manufacturers to report information related to payments and other transfers of value to physicians
 and other healthcare providers, and restrict marketing practices or require disclosure of marketing expenditures. In addition, certain
 state and local laws require the registration of pharmaceutical sales representatives.

 State
and foreign laws also govern the privacy and security of health information in some circumstances. These data privacy and security laws
may differ from each other in significant ways and often are not pre-empted by HIPAA, which may complicate compliance efforts. Furthermore,
most states in the United States have enacted laws regulating the confidentiality and security of medical information and increased public
focus on privacy may result in amendments or changes to these laws in ways that may have an impact on MyMD's business activities
related to the collection and use of health-related information.

 The
increased attention on privacy in the United States may also impact MyMD's business activities for the processing of personal information
not otherwise governed by HIPAA. The EU General Data Protection Regulation ("GDPR") imposes significant privacy and cybersecurity
requirements related to the handling of all types of personal information, with heightened requirements on sensitive personal information,
such as health information. The GDPR imposes significant limitations on the use of this personal information and grants individuals in
the EU certain rights associated with the collection and use of personal information. In the U.S., California enacted the CCPA, which
creates new individual privacy rights for California consumers (generally defined as any resident of California, including employees
and other business relations) and places increased privacy and security obligations on entities handling personal information of consumers
or households. The CCPA also greatly extends the obligations of entities that process personal information to include information not
traditionally viewed as personal information and regulated by laws, such as Internet Protocol (IP) addresses, unique identifiers for
individuals, and information in online cookies and other online technologies. A majority of other states have already proposed or enacted
laws similar to the CCPA, each differing in scope of the personal information covered and the rights of individuals. Furthermore, the
CCPA has already been amended with the passage of California's Proposition 24 (the California Privacy Rights Act, "CPRA"),
which adds additional rights and obligations. While the CCPA and CPRA currently provide relatively broad exclusions for protected health
information regulated by HIPAA and clinical trials and a limited exception for consumer and business to business information, some of
the proposed and enacted laws in other states may not contain the same exceptions. Furthermore, there have been a number of competing
proposals for federal laws, some of which propose to not preempt other state laws. The uncertainty surrounding proposed new and changes
to existing privacy laws may lead to operational challenges for MYMD to comply with multiple, potentially conflicting, privacy and cybersecurity
laws related to the collection and use of personal information in each jurisdiction.

 Various
state and federal laws and regulations also require entities to implement "reasonable" or "adequate" security
measures to protect personal information, but generally do not provide any specific sets of security measures that would be considered
compliant to avoid liability. Instead, different regulators have adopted inconsistent and evolving standards based on the regulator's
view of what is appropriate given the nature and scope of the personal information and the processing performed, resulting in unclear
obligations. This may result in potential liability if a regulator finds that MYMD's security practices do not meet or exceed the
types of security measures that the regulator believes to be adequate or reasonable under the circumstances.

 The
scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform,
especially considering the lack of applicable precedent and regulations. Federal and state enforcement bodies have continued to increase
their scrutiny of interactions between healthcare companies and healthcare providers, which has led to investigations, prosecutions,
convictions and settlements in the healthcare industry. It is possible that governmental authorities will conclude that MyMD's
business practices do not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other
healthcare laws and regulations. If MyMD's operations are found to be in violation of any of these laws or any other related governmental
regulations that may apply to it, MyMD may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment,
disgorgement, exclusion of drugs from government funded healthcare programs, such as Medicare and Medicaid, reputational harm, additional
oversight and reporting obligations if MyMD becomes subject to a corporate integrity agreement or similar settlement to resolve allegations
of non-compliance with these laws and the curtailment or restructuring of MyMD's operations. If any of the physicians or other
healthcare providers or entities with whom MyMD expects to do business is found to be not in compliance with applicable laws, they may
be subject to similar actions, penalties and sanctions. Ensuring business arrangements comply with applicable healthcare laws, as well
as responding to possible investigations by government authorities, can be time- and resource-consuming and can divert a company's
attention from its business.

 Current
and Future Healthcare Reform Legislation

 On
March 23, 2010, President Obama signed the "Patient Protection and Affordable Care Act" (P.L. 111-148) (the "ACA")
and on March 30, 2010, he signed the "Health Care and Education Reconciliation Act" (P.L. 111-152), collectively commonly
referred to as the "Healthcare Reform Law." The Healthcare Reform Law included a number of new rules regarding health insurance,
the provision of healthcare, conditions to reimbursement for healthcare services provided to Medicare and Medicaid patients, and other
healthcare policy reforms. Through the law-making process, substantial changes have been and continue to be made to the current system
for paying for healthcare in the U.S., including changes made to extend medical benefits to certain Americans who lacked insurance coverage
and to contain or reduce healthcare costs (such as by reducing or conditioning reimbursement amounts for healthcare services and drugs,
and imposing additional taxes, fees, and rebate obligations on pharmaceutical and medical device companies). This legislation was one
of the most comprehensive and significant reforms ever experienced by the U.S. in the healthcare industry and has significantly changed
the way healthcare is financed by both governmental and private insurers. This legislation has impacted the scope of healthcare insurance
and incentives for consumers and insurance companies, among others. Additionally, the Healthcare Reform Law's provisions were designed
to encourage providers to find cost savings in their clinical operations. Pharmaceuticals represent a significant portion of the cost
of providing care. This environment has caused changes in the purchasing habits of consumers and providers and resulted in specific attention
to the pricing negotiation, product selection and utilization review surrounding pharmaceuticals. This attention may result in our product
candidates, to the extent approved for commercialization in the future, being chosen less frequently or the pricing being substantially
lowered. At this stage, it is difficult to estimate the full extent of the direct or indirect impact of the Healthcare Reform Law on
us.

 These
structural changes could entail further modifications to the existing system of private payors and government programs (such as Medicare,
Medicaid, and the State Children's Health Insurance Program), creation of government-sponsored healthcare insurance sources, or
some combination of both, as well as other changes. Restructuring the coverage of medical care in the U.S. could impact the reimbursement
for prescribed drugs and pharmaceuticals, including any products that we may commercialize or promote in the future. If reimbursement
for the products we may commercialize or promote in the future is substantially reduced or otherwise adversely affected in the future,
or rebate obligations associated with them are substantially increased, it could have a material adverse effect on our reputation, business,
financial condition or results of operations.

 Extending
medical benefits to those who currently lack coverage will likely result in substantial costs to the U.S. federal government, which may
force significant additional changes to the healthcare system in the U.S. Much of the funding for expanded healthcare coverage may be
sought through cost savings. While some of these savings may come from realizing greater efficiencies in delivering care, improving the
effectiveness of preventive care and enhancing the overall quality of care, much of the cost savings may come from reducing the cost
of care and increased enforcement activities. Cost of care could be reduced further by decreasing the level of reimbursement for medical
services or products or by restricting coverage (and, thereby, utilization) of medical services or products. In either case, a reduction
in the utilization of, or reimbursement for any product we may commercialize or promote in the future, could have a material adverse
effect on our reputation, business, financial condition or results of operations.

 Several
states and private entities initially mounted legal challenges to the Healthcare Reform Law, in particular, the ACA, and they continue
to litigate various aspects of the legislation. On July 26, 2012, the U.S. Supreme Court generally upheld the provisions of the ACA at
issue as constitutional. However, the U.S. Supreme Court held that the legislation improperly required the states to expand their Medicaid
programs to cover more individuals. As a result, states have a choice as to whether they will expand the number of individuals covered
by their respective state Medicaid programs. Some states have not expanded their Medicaid programs and have chosen to develop other cost-saving
and coverage measures to provide care to currently uninsured individuals. Many of these efforts to date have included the institution
of Medicaid-managed care programs. The manner in which these cost-saving and coverage measures are implemented could have a material
adverse effect on our reputation, business, financial condition or results of operations.

 Further,
the healthcare regulatory environment has seen significant changes in recent years and is still in flux. Legislative initiatives to modify,
limit, replace, or repeal the ACA and judicial challenges have continued. We cannot predict the impact on our business of future legislative
and legal challenges to the ACA or other aspects of the Healthcare Reform Law or other changes to the current laws and regulations. The
financial impact of U.S. healthcare reform legislation over the next few years will depend on a number of factors, including the policies
reflected in implementing regulations and guidance and changes in sales volumes for therapeutics affected by the legislation. From time
to time, legislation is drafted, introduced and passed in the U.S. Congress that could significantly change the statutory provisions
governing coverage, reimbursement, and marketing of pharmaceutical products. In addition, third-party payor coverage and reimbursement
policies are often revised or interpreted in ways that may significantly affect our business and our products.

his time in office, former President Trump supported the repeal of all or portions of the ACA. President Trump also issued an executive
order in which he stated that it is his administration's policy to seek the prompt repeal of the ACA and in which he directed executive
departments and federal agencies to waive, defer, grant exemptions from, or delay the implementation of the provisions of the ACA to
the maximum extent permitted by law. Congress has enacted legislation that repeals certain portions of the ACA, including but not limited
to the Tax Cuts and Jobs Act, passed in December 2017, which included a provision that eliminates the penalty under the ACA's individual
mandate, effective January 1, 2019, as well as the Bipartisan Budget Act of 2018, passed in February 2018, which, among other things,
repealed the Independent Payment Advisory Board (which was established by the ACA and was intended to reduce the rate of growth in Medicare
spending).

 Additionally,
in December 2018, a district court in Texas held that the individual mandate is unconstitutional and that the rest of the ACA is, therefore,
invalid. On appeal, the Fifth Circuit Court of Appeals affirmed the holding on the individual mandate but remanded the case back to the
lower court to reassess whether and how such holding affects the validity of the rest of the ACA. The Fifth Circuit's decision
on the individual mandate was appealed to the U.S. Supreme Court. On June 17, 2021, the Supreme Court held that the plaintiffs (comprised
of the state of Texas, as well as numerous other states and certain individuals) did not have standing to challenge the constitutionality
of the ACA's individual mandate and, accordingly, vacated the Fifth Circuit's decision and instructed the district court
to dismiss the case. As a result, the ACA will remain in-effect in its current form for the foreseeable future; however, we cannot predict
what additional challenges may arise in the future, the outcome thereof, or the impact any such actions may have on our business.

 The Biden administration also introduced various measures in 2021 focusing
on healthcare and drug pricing, in particular. For example, on January 28, 2021, President Biden issued an executive order that initiated
a special enrollment period for purposes of obtaining health insurance coverage through the ACA marketplace, which began on February 15,
2021, and remained open through August 15, 2021. The executive order also instructed certain governmental agencies to review and reconsider
their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects
and waiver programs that include work requirements and policies that create unnecessary barriers to obtaining access to health insurance
coverage through Medicaid or the ACA. On the legislative front, the American Rescue Plan Act of 2021 was signed into law on March 11,
2021, which, in relevant part, eliminates the statutory Medicaid drug rebate cap, currently set at 100% of a drug's average manufacturer
price, for single source drugs and innovator multiple source drugs, beginning January 1, 2024. And, in July 2021, the Biden administration
released an executive order entitled, "Promoting Competition in the American Economy," with multiple provisions aimed at prescription
drugs. In response, on September 9, 2021, HHS released a "Comprehensive Plan for Addressing High Drug Prices" that outlines
principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue as well as potential
administrative actions HHS can take to advance these principles. And, on August 16, 2022, President Biden signed into law the Inflation
Reduction Act of 2022, which aims to lower prescription drug pricing by, among other things, allowing Medicare to negotiate prices for
certain high-cost prescription drugs covered under Medicare Part D and Part B after the drugs have been on the market for a certain number
of years and requiring on drug manufacturers to pay rebates if they increase drug prices "faster than inflation." In the coming
years, additional legislative and regulatory changes could be made to governmental health programs that could significantly impact pharmaceutical
companies and the success of our product candidates. At the state level, legislatures have increasingly passed legislation and implemented
regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts,
restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage
importation from other countries and bulk purchasing.

 There
is uncertainty as to what healthcare programs and regulations may be implemented or changed at the federal and/or state level in the
United States or the effect of any future legislation or regulation. Furthermore, we cannot predict what actions the Biden administration
will implement in connection with the Health Reform Law. However, it is possible that such initiatives could have an adverse effect on
our ability to obtain approval and/or successfully commercialize products in the United States in the future. For example, any changes
that reduce, or impede the ability to obtain, reimbursement for our product candidates approved for commercialization in the United States,
if any, or any other drug products we may commercialize in the future or that reduce medical procedure volumes could adversely affect
our operations and/or future business plans.

 Packaging
and Distribution in the United States

 If
MyMD's product candidates that are approved for commercialization in the United States, if any, are made available to authorized
users of the Federal Supply Schedule of the General Services Administration, additional laws and requirements may apply. In relevant
part, products must meet applicable child-resistant packaging requirements under the U.S. Poison Prevention Packaging Act. Manufacturing,
sales, promotion and other activities also are potentially subject to federal and state consumer protection and unfair competition laws.

 The
distribution of pharmaceutical products is subject to additional requirements and regulations, including extensive record-keeping, licensing,
storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products.

 The
failure to comply with any of these laws or regulatory requirements subjects firms to possible legal or regulatory action. Depending
on the circumstances, failure to meet applicable regulatory requirements can result in criminal prosecution, fines or other penalties,
injunctions, exclusion from federal healthcare programs, requests for recall, seizure of products, total or partial suspension of production,
denial or withdrawal of product approvals, or refusal to allow a firm to enter into supply contracts, including government contracts.
Any action against MyMD for violation of these laws, even if MyMD is successful in defending against it, could cause MyMD to incur significant
legal expenses and divert MyMD's management's attention from the operation of its business. Prohibitions or restrictions
on sales or withdrawal of future products marketed by MyMD could materially affect its business in an adverse way.

 Changes
in regulations, statutes or the interpretation of existing regulations could impact MyMD's business in the future by requiring,
for example: (i) changes to MyMD's manufacturing arrangements; (ii) additions or modifications to product labeling; (iii) the recall
or discontinuation of MyMD's products; or (iv) additional record-keeping requirements. If any such changes were to be imposed,
they could adversely affect the operation of MyMD's business.

 Reimbursement

 Sales
of any of MyMD's product candidates that are approved for marketing in the United States or any other products MyMD may commercialize
in the future, as applicable, will depend, in part, on the extent to which MyMD's products, if approved, will be covered by third-party
payors, such as government health programs, commercial insurers and managed healthcare organizations, as well as the level of reimbursement
that those third-party payors provide for MyMD's products. Patients and providers are unlikely to use MyMD's products unless
coverage is provided and reimbursement is adequate to cover a significant portion of the cost of MyMD's products. In the U.S.,
no uniform policy of coverage and reimbursement for drugs or biological products exists, and one payor's determination to provide
coverage and adequate reimbursement for a product does not assure that other payors will make a similar determination. Accordingly, decisions
regarding the extent of coverage and amount of reimbursement to be provided for any of MyMD's product candidates, if approved,
will be made on a payor-by-payor basis. As a result, the coverage determination process may be a time-consuming and costly process that
will require MyMD to provide scientific and clinical support for the use of MyMD's products to each payor separately, with no assurance
that coverage and adequate reimbursement will be obtained.

 The
Medicaid Drug Rebate Program requires pharmaceutical manufacturers to enter into and have in effect a national rebate agreement with
the Secretary of the HHS as a condition for states to receive federal matching funds for the manufacturer's outpatient drugs furnished
to Medicaid patients. The ACA made several changes to the Medicaid Drug Rebate Program, including increasing pharmaceutical manufacturers'
rebate liability by raising the minimum basic Medicaid rebate on most branded prescription drugs and adding a new rebate calculation
for "line extensions" (i.e., new formulations, such as extended release formulations) of solid oral dosage forms of branded
products, creating a new method by which rebates owed by pharmaceutical manufacturers are calculated for drugs that are inhaled, infused,
instilled, implanted or injected, as well as potentially impacting their rebate liability by modifying the statutory definition of average
manufacturer's price ("AMP"). The ACA also expanded the universe of Medicaid utilization subject to drug rebates by
requiring pharmaceutical manufacturers to pay rebates on Medicaid managed care utilization and by enlarging the population potentially
eligible for Medicaid drug benefits. Pricing and rebate programs must also comply with the Medicaid rebate requirements of the U.S. Omnibus
Budget Reconciliation Act of 1990.

 The
Medicare Prescription Drug Improvement and Modernization Act of 2003 ("MMA") established the Medicare Part D program to provide
a voluntary prescription drug benefit to Medicare beneficiaries. Under Part D, Medicare beneficiaries may enroll in prescription drug
plans offered by private entities that provide coverage of outpatient prescription drugs. Unlike Medicare Part A and B, Part D coverage
is not standardized. While all Medicare drug plans must give at least a standard level of coverage set by Medicare, Part D prescription
drug plan sponsors are not required to pay for all covered Part D drugs, and each drug plan can develop its own drug formulary that identifies
which drugs it will cover and at what tier or level. However, Part D prescription drug formularies must include drugs within each therapeutic
category and class of covered Part D drugs, though not necessarily all the drugs in each category or class. Any formulary used by a Part
D prescription drug plan must be developed and reviewed by a pharmacy and therapeutic committee. Government payment for some of the costs
of prescription drugs may increase demand for products for which MyMD receives marketing approval. However, any negotiated prices for
MyMD's products covered by a Part D prescription drug plan likely will be lower than the prices MyMD might otherwise obtain. Moreover,
while the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment
limitations in setting their own payment rates. Any reduction in payment that results from the MMA may result in a similar reduction
in payments from non-governmental payors.

 For
a drug product to receive federal reimbursement under the Medicaid or Medicare Part B programs or to be sold directly to U.S. government
agencies, the manufacturer must extend discounts to entities eligible to participate in the 340B drug pricing program. The required 340B
discount on a given product is calculated based on the AMP, and Medicaid rebate amounts reported by the manufacturer. As of 2010, the
ACA expanded the types of entities eligible to receive discounted 340B pricing, although, under the current state of the law, with the
exception of children's hospitals, these newly eligible entities will not be eligible to receive discounted 340B pricing on orphan
drugs. In addition, as 340B drug pricing is determined based on AMP and Medicaid rebate data, the revisions to the Medicaid rebate formula
and AMP definition described above could cause the required 340B discount to increase. The 340B program imposes ceilings on prices that
drug manufacturers can charge for medications sold to certain health care facilities. It is unclear how this decision could affect covered
hospitals who might purchase MyMD's products in the future and affect the rates MyMD may charge such facilities for its approved
products. In addition, legislation may be introduced that, if passed, would further expand the 340B program to additional covered entities
or would require participating manufacturers to agree to provide 340B discounted pricing on drugs used in an inpatient setting.

 As
noted above, the marketability of any products for which MyMD receives regulatory approval for commercial sale may suffer if the government
and other third-party payors fail to provide adequate coverage and reimbursement. An increasing emphasis on cost containment measures
in the U.S. has increased and MyMD expects it will continue to increase the pressure on pharmaceutical pricing. Coverage policies and
third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more
products for which MyMD receives regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in
the future.

 These
laws, and future state and federal healthcare reform measures may be adopted in the future, any of which may result in additional reductions
in Medicare and other healthcare funding and otherwise affect the prices MyMD may obtain for any of its product candidates for which
MyMD may obtain regulatory approval or the frequency with which any such product candidate is prescribed or used.

 In
addition, in most foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements
governing drug pricing and reimbursement vary widely from country to country. For example, the EU provides options for its Member States
to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the
prices of medicinal products for human use. Reference pricing used by various EU Member States and parallel distribution, or arbitrage
between low-priced and high-priced Member States, can further reduce prices. A Member State may approve a specific price for the medicinal
product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product
on the market. In some countries, MyMD may be required to conduct a clinical study or other studies that compare the cost-effectiveness
of any of MyMD's product candidates to other available therapies in order to obtain or maintain reimbursement or pricing approval.
There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow
favorable reimbursement and pricing arrangements for any of MyMD's products. Historically, products launched in the EU do not follow
price structures of the U.S. and, generally, prices tend to be significantly lower. Publication of discounts by third-party payors or
authorities may lead to further pressure on the prices or reimbursement levels within the country of publication and other countries.

 Employees

 As
of December 31, 2023, MyMD had six full-time employees and no part-time employees. MyMD has not experienced any work stoppages. None
of MyMD's employees are represented by a labor union or covered by collective bargaining agreements, and MyMD considers its relationship
with its employees to be good.

 Management
Plans for 2024

 In
November 2022, the company published data from the Phase 1 dosing study for MYMD-1 as a treatment for aging. There was a statistically
significant decrease in TNF- levels (p-value <0.05) found in one MYMD-1 treated cohort, but no change in the levels in subjects
given placebo.

 MyMD in collaboration with its CRO is in the final stages of preparing the end of Phase II, "A double-blind, randomized, Phase 2
study to investigate the efficacy, tolerability and pharmacokinetics of MYMD1 in the treatment of participants aged 65 years or older
with chronic inflammation associated with sarcopenia/frailty" for submission to the FDA. The submission is planned for the beginning
of the second quarter of 2024. Exploratory analysis indicates the biomarker sTNFR1 is the most sensitive biomarker for Sarcopenia patients
aged 65-75 years old.

 A phase II study for rheumatoid arthritis, "A double-blind, randomized, placebo-controlled multicenter Phase II proof-of-concept
study to evaluate the efficacy, safety, biological activity, and pharmacokinetics of MYMD-1 added to methotrexate in patients with
moderate-to-severe active rheumatoid arthritis" IND application was reviewed and approved by the FDA to begin clinical trials on
August 9, 2023. On November 17, 2023 an Annual Report was submitted to the FDA.

 In
October 2020 we completed several in vitro studies from human primary cell-based BioMap systems at Eurofins contrasting MYMD-1 with Humira,
Enbrel and Remicade.

Product Candidate

 We
completed enrollment in the fourth and final cohort of patients in the Phase 2 Aging and Sarcopenia Study ("A Double-Blind,
Placebo-controlled, Randomized Study to Investigate the Efficacy, Tolerability and Pharmacokinetics of MYMD-1 in The Treatment of Participants
Aged 65 Years or Older with Chronic Inflammation Associated with Sarcopenia/Frailty"). "). As mentioned above, MyMD is preparing the submission to the FDA in the beginning of the second quarter of 2024. Exploratory
analysis indicates the biomarker sTNFR1 is the most sensitive biomarker for Sarcopenia patients aged 65-75 years old. PK analysis indicates
that PK/PD strategy is consistent at measurements of biomarkers 2-4 hours post-dose. There were no serious adverse events reported, no
subject dropout's secondary to an adverse event. Additionally, there were no clinically significant cardiovascular, ECG issues,
or neurotoxicity issues with any patients during the study.

 IND
for Autoimmune Diseases

 Animal
Studies

 10-month Dog Study –
 completed on December 20, 2021: A 39-Week Toxicity and Toxicokinetic Study of MYMD-1 by Oral Gavage in Beagle Dogs.

 6-month Rat Study –
 completed on December 17, 2021: A 26-Week Toxicity and Toxicokinetic Study of MYMD-1 by Oral Gavage in Rats.

 5-Day Mouse Study –
 Completed May 2020 with results pending: A Preliminary Introductory Traumatic Optic Neuropathy (TON) in a Mouse study

 Studies produced guidance
 on dosing levels and overall safety in the human studies.

 MyMD in collaboration with Charles River Laboratories
 completed "A 90-Day Oral Gavage Electroencephalogram Safety Study of A Test Item In The Beagle Dog". Dosing began on
 December 19, 2023, and ended around March 20, 2024. All animals completed the study and there were no treatment related adverse
 events reported.

 Bascom Palmer in collaboration with MyMD completed a study "MyMD in Traumatic Optic Neuropathy (TON) in a Rat Pilot Study
Vehicle versus TNFalpha". The crush injury raised levels of TNF-. After being dosed with MYMD-1, TNF- levels were
brought down in crush injury compared to controls, but the decrease did not meet statistical significance (p=0.095). Likely cause of the
result not reaching p<0.05 may be attributed to rebound (e.g. TNF- levels would have gone up when MYMD-1 stopped; daily dosing
may need to me adjusted, The initial data was promising and will guide a longer study in the future.

 Publications

 A
scientific journal article on MYMD-1 was published in The Journals of Gerontology in August 2022. This manuscript supports our
continued efforts to conduct a second Phase 2 Trial for Rheumatoid Arthritis, which was approved for clinical trials in August 2023, and additional autoimmune diseases that we may pursue. Additionally, "MyMD-1 Improves Health Span and Prolongs Life Span in
Old Mice: A Noninferiority Study to Rapamycin" by Johns Hopkins Medical School. This journal article details a 12-month mouse
trial studying aging and longevity with MYMD-1. We also completed several in vitro studies from human primary cell-based BioMap
systems at Eurofins contrasting MYMD-1 versus Rapamycin further supporting our transition to Rheumatoid Arthritis.

 In
November 2022, MyMD published "A Double-blind, Placebo-controlled, Randomized, Single Ascending, and Multiple Dose Phase 1 Study
to Evaluate the Safety, Tolerability, and Pharmacokinetics of Oral Dose Isomyosamine Capsules in Healthy Adult Subjects" Authors:
Jenna Brager, Chris Chapman, Leonard Dunn, and Adam Kaplin in Drug Research. This became available in print in February 28, 2023. This
journal article details the results from the Phase 1 clinical trial.

 Later,
an abstract was accepted for presentation at the British Society of Immunology, Liverpool, UK in December 2022. "Pharmacology and
clinical profile of MYMD-1 (isomyosamine), an oral, selective, next-generation, TNF- inhibitor that crosses the
blood brain barrier" authored by Jenna Brager, Ronald Christopher, Adam Kaplin, and Chris Chapman.

 Moving
in to the 2023, an abstract was accepted for presentation at the Society of Toxicology to be presented in March 2023, entitled, "A
Naturally Occurring Novel Therapeutic and Oral Selective Inhibitor of TNFa, MYMD-1 (Isomyosamine), Significantly Reduced the Inflammation
and Disease Severity in Murine Model of Collagen Antibody-Induced Arthritis" authored by Chris Chapman and Sonia Edaye.

 An abstract for submission of
the Phase II study to the Journal of Immunology or similar upon final development of the clinical safety report.

 MyMD with its
partner Frontage Laboratories plans to submit an abstract to the 39 th Japanese Society for the Study of Xenobiotics
(JSSX) and 26 th North American Meeting of International Society for the Study of Xenobiotics (ISSX) in Honolulu, Hawaii;
September 15-18, 2024. Identification of the Major Circulating Norcotinine and Elucidation of the Mechanism of Clearance of MYMD-1
in Humans. Role of Aldehyde Oxidase and CYP2A6.

 All
publications and abstracts support the continued development of MYMD-1 across various indications.

 IND
for Hashimoto's Thyroiditis

 On February 18, 2022, we
 submitted an Annual Update to the FDA for the previously opened Hashimoto's Thyroiditis IND. Another Annual Report was submitted to the FDA on November 22. 2023. Phase 11 study for Hashimoto's Thyroiditis is open for protocol
development and submission to the FDA.

 In April 2021, the FDA
 gave clearance for a Phase 1 dosing study in normal healthy volunteers; Institutional Review Board (IRB) approval was obtained on
 April 4, 2021. The clinical trial was conducted by The Clinical Research of West Florida Phase 1 unit with a closeout visit taking
 place on November 22, 2021.

 Analyses of laboratory
 parameters, vital sign, ECG, and physical findings did not reveal any clinically relevant effect of MYMD-1. In one dose group, there
 was a decrease in TNF- levels found in MYMD-1 treated subjects, but no change in the levels in subjects given placebo. In
 one dose group, there was a decrease in TNF- levels found in MYMD-1 treated subjects, but no change in the levels in subjects
 given placebo.

 The data from the Phase
 1 clinical trial was submitted to the FDA on September 14, 2021 as part of the Annual IND update for Hashimoto's Thyroiditis
 IND. The FDA responded by providing guidance on moving forward with Phase 2 clinical trials.

 This data was also included
 in a new commercial IND to the FDA on September 22, 2021.

 The
company completed CYP in vitro studies which concluded that clinical drug-drug interactions are not expected with MYMD-1. CYP induction
is the most commonly studied form of induction in drug metabolism and is required by regulatory authorities.

 We
had MYMD-1 synthesized in August 2021 to [14C] MYMD-1 radiolabeled product for Mass Balance, Pharmacokinetic, and Metabolism. Analysis
of the rat study results demonstrated that MYMD-1 was metabolized extensively throughout the tissues, crosses the blood brain barrier,
was cleared in the urine and feces, and there were no nitrosated metabolite biological samples detected.

 Lastly,
a Metabolite Identification and Quantitation of MYMD-1 in Rat, Dog, and Human Plasma Samples: Metabolites in Safety Testing (MIST) was
completed in October 2022. MYMD-1 was extensively metabolized, and was detected at low levels (<5%) in human plasma.

 In
November 2022, the company published data from the Phase 1 dosing study for MYMD-1 as a treatment for aging. There was a statistically
significant decrease in TNF- levels (p-value <0.05) found in one MYMD-1 treated subjects cohort, but no change in the levels
in subjects given placebo.

 Final efficacy data from the Phase 2 study is expected in 2024. We anticipate that we will review the safety and efficacy of this study and present the mandatory end of Phase 2 data to the FDA.

 On
July 27, 2021, Eurofins showed Commonality in a Comparative Study with FDA-Approved Anti-Inflammatory and Anti-Autoimmune Drugs Used
for Arthritis, Colitis and Dermatitis. On October 26, 2021, our President and Chief Medical Officer, Chris Chapman, M.D., was named Honoree
of the year by the Arthritis Foundation.

 On
August 5, 2021, our lead product candidate MYMD-1 was shown to suppress cytokines, which are the major cause of death in COVID-19 patients,
in a human cell study. The company plans to consult with the FDA on this indication for post COVID-19 immune mediated depression in the
second quarter 2024. During this time, MyMD Pharmaceuticals, Inc. also expects to seek additional FDA guidance on depression in MS patients
under an Orphan Drug Designation (ODD).

 We
have an active IND to start a Phase 2 study for the indication Hashimoto's Thyroiditis, and plan to present the FDA with a protocol
for this pilot Phase 2 study in the fourth quarter 2024.

 We
intend to begin long-term reproductive toxicity studies in the fourth quarter 2022. These will include study of Fertility and Early Embryonic
Development to Implantation in Mice, and study for Effects on Embryo Fetal Development in Mice and Rabbits with a toxicokinetic evaluation.
These studies will continue to support long-term dosing in humans.

 In
manufacturing, we will continue to provide GMP MYMD-1 capsules for Phase 2 clinical trials. We plan to continue analytical analysis to
provide GMP product other that capsules for long-term human trials.

 We
have received domestic patent protection for MYMD-1, including its use in methods of extending lifespan and treating arthritis, autoimmune
diseases, and inflammatory and age-related disorders including sarcopenia. We will continue to prosecute patents to protect intellectual
property for MYMD-1 in the United States and abroad. Patent Issued March 26, 2024: US Application 17/851,862: Method of Treating Diseases of the Visual System.

Product Candidate

 Data
from Eurofins studies involving human primary cell-based BioMap system demonstrated that Supera-CBD delivers an extremely potent therapeutic
benefit of 8,000 times that of plant-derived CBD at activating CB2 receptors, permitting its delivery at a very low non-toxic dose.

 On
August 10, 2021 the company was awarded U.S. Patent 11,085,047 B2, titled "Synthetic Cannabinoid Compounds for Treatment of Substance
Addiction and Other Disorders," covering the Super-CBD product candidate and its pharmaceutical formulations. During 2021 and 2022
corresponding foreign patents were awarded in Australia, Canada, Europe, Israel, and South Korea, and patents are pending in China and
Japan.

 Johns
Hopkins Medicine researchers presented Supera-CBD data at the 3 rd annual Neuroimmunology Drug Development Summit on April
26, 2021.

 The
company presented data referencing Super-CBD at the 4 th Annual International Cannabinoid Summit on September 9, 2021.

 On
March 2, 2023, we announced that the U.S. Drug Enforcement Administration (DEA) has conducted a scientific review and determined that
it would not Supera-CBD a controlled substance or listed chemical under the Controlled Substances Act (CSA) and its governing regulations.
We believe that this decision will expedite future research involving Supera-CBD by relieving us or our research partners from having
to comply with regulations relating to controlled substances.

 We
plan to continue our preclinical program starting genotoxicity studies in Europe. Those studies include:

 Metabolic profiling and
 Ames test (initiation December 21, 2021; completion January 20, 2022) and

 Micronucleus test (initiation
 December 21, 2021; completion February 20, 2022).

 A
study of Behavioral Biology at Johns Hopkins University Supera-CBD vs. CBD Acute Pain and Inflammation begins has been funded for 2022
and 2023.

 In
manufacturing, we expect to continue providing GMP Supera-CBD materials for the preclinical toxicity programs. We plan to continue analytical
analysis to provide GMP materials for long term toxicity and Human trials.

 An
example of continued efforts include the JHM Research is conducting a study with MYMD-1 and L/R-Supera-CBD for Depression and Anxiety.

 Forced Swim Test

 Tail suspension

 Elevated Plus Maze and
 Fear Conditioning

 Dose response study.

 Supera-CBD open field and
 Y maze study.

 MYMD-1 LPS induced depression.

 Available
information

 Our
website address is www.mymd.com. We do not intend our website address to be an active link or to otherwise incorporate by reference
the contents of the website into this Annual Report on Form 10-K. The SEC maintains an Internet website ( www.sec.gov) that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

 Item
1A. Risk Factors.

 An
investment in our Common Stock involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the risks described below, together with other information in this Annual Report on Form 10-K and the other information and
documents we file with the SEC. Our business, financial condition and operating results can be affected by a number of factors, whether
currently known or unknown, including but not limited to those described below, any one or more of which could, directly, or indirectly,
cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition
and operating results. Any of these factors in whole or in part, could materially and adversely affect our business, financial condition,
operating results and stock price.

 The
following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other
statements in this Form 10-K. The following information should be read in conjunction with our consolidated financial statements and
related notes thereto and with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Annual Report on Form 10-K.

 Risk
Factor Summary

 Below
is a summary of the principal factors that make an investment in our Common Stock speculative or risky. This summary does not address
all of the risks that we face. Additional discussion of risks summarized in this risk factor summary, and other risks that we face, can
be found below under the heading "Risk Factors" and should be carefully considered, together with other information in this
Annual Report on Form 10-K and our other filings with the SEC before making investment decisions regarding our Common Stock.

 Risks
Related to our Business

 Our financial statements have been prepared on a going concern basis;
we must raise additional capital to fund our operations in order to continue as a going concern.

 The market price of our
 Common Stock may be subject to significant fluctuations and volatility, and the stockholders of the Company may be unable to resell
 their shares at a profit and may incur losses.

 We may issue additional
 equity securities in the future, which may result in dilution to existing investors.

 The concentration of the
 capital stock ownership with insiders of the Company will likely limit the ability of our stockholders to influence
 corporate matters.

 We may not be able to adequately
 protect or enforce our intellectual property rights, which could harm our competitive position.

 An active trading market
 for our Common Stock may not be sustained.

 Our business and operations
 would suffer in the event of computer system failures, cyber-attacks or deficiencies in our cyber-security or those of third-party
 providers.

 Risks
Related to our Product Development and Regulatory Approval

 If we are unable to develop,
 obtain regulatory approval for and commercialize MYMD-1, Supera-CBD, or other future product candidates, or if we experience significant
 delays in doing so, our business will be materially harmed.

 Success in pre-clinical
 studies and earlier clinical trials for our product candidates may not be indicative of the results that may be obtained in later
 clinical trials, including our Phase 2 clinical trial for MYMD-1, which may delay or prevent obtaining regulatory approval.

 Even
 if we complete the necessary pre-clinical studies and clinical trials, we cannot predict when, or if, we will obtain regulatory
 approval to commercialize a product candidate and the approval may be for a narrower indication than we seek.

 Public health crises, such as the COVID-19 pandemic, could have a material
adverse impact the execution of our planned clinical trials.

 Any product candidate for
 which we obtain marketing approval will be subject to extensive post-marketing regulatory requirements and could be subject to post-marketing
 restrictions or withdrawal from the market, and we may be subject to penalties if we fail to comply with regulatory requirements
 or if it experiences unanticipated problems with our product candidates, when and if any of them are approved.

 Our development program
 for Supera-CBD, a synthetic analog of CBD, is uncertain and may not yield commercial results and is subject to significant regulatory
 risks.

 Risks
Related to Commercialization and Manufacturing

 The commercial success
 of our product candidates, including MYMD-1 and Supera-CBD, will depend upon their degree of market acceptance by providers, patients,
 patient advocacy groups, third-party payors, and the general medical community.

 The pricing, insurance
 coverage, and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement
 for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate product
 revenue.

 If third parties on which
 we depend to conduct our planned pre-clinical studies or clinical trials, do not perform as contractually required, fail to satisfy
 regulatory or legal requirements or miss expected deadlines, our development program could be delayed with adverse effects on our
 business, financial condition, results of operations and prospects.

 We face significant competition
 in an environment of rapid pharmacological change and it is possible that our competitors may achieve regulatory approval before
 us or develop therapies that are more advanced or effective than ours, which may harm our business, financial condition and our ability
 to successfully market or commercialize MYMD-1, Supera-CBD and our other product candidates.

 The manufacture of drugs
 is complex, and our third-party manufacturers may encounter difficulties in production. If any of our third-party manufacturers encounter
 such difficulties, our ability to provide supply of MYMD-1, Supera-CBD or our other product candidates for clinical trials, our ability
 to obtain marketing approval, or our ability to provide supply of our product candidates for patients, if approved, could be delayed
 or stopped.

 Risks
Related to Government Regulation

 Enacted and future legislation
 may increase the difficulty and cost for us to commercialize and obtain marketing approval of our product candidates and may affect
 the prices we may set.

 The FDA's ability
 to review and approve new products may be hindered by a variety of factors, including budget and funding levels, ability to hire
 and retain key personnel, statutory, regulatory and policy changes and global health concerns.

 Our operations and relationships
 with future customers, providers and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare
 laws and regulations, which could expose us to penalties including criminal sanctions, civil penalties, contractual damages, reputational
 harm and diminished profits and future earnings.

 Risks
Related to Our Intellectual Property

 Our success depends in
 part on our ability to obtain, maintain and protect our intellectual property. It is difficult and costly to protect our proprietary
 rights and technology, and we may not be able to ensure their adequate protection.

 Our potential strategy
 of obtaining rights to key technologies through in-licenses may not be successful.

 Changes in patent law in
 the U.S. and in non-U.S. jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our
 product candidates.

 Risks
Related to Our Series F Convertible Preferred Stock

 Our Series F Convertible
 Preferred Stock (the "Series F Preferred Stock") provides for the payment of dividends in cash or in shares of our Common
 Stock. If we pay such dividends in shares of Common Stock, it may result in dilution to existing investors.

 Holders of our Series F Preferred Stock are entitled to certain payments
under the Certificate of Designation that may be paid in cash or in shares of Common Stock depending on the circumstances. If we make
these payments in cash, it may require the expenditure of a substantial portion of our cash resources. If we make these payments in Common
Stock, it may result in substantial dilution to the holders of our Common Stock.

 The certificate of designation
 for the Series F Preferred Stock and the warrants issued concurrently contain anti-dilution provisions that may result in the reduction
 of the conversion price of the Series F Preferred Stock or the exercise price of such warrants in the future. These features may
 result in an indeterminate number of shares of Common Stock being issued upon conversion of the Series F Preferred Stock or exercise
 of the warrants.

 In
addition, we face other business, financial, operational and legal risks and uncertainties set forth under "Risk Factors"
in Item 1A of this Annual Report on Form 10-K.

 Risks Related to our Business

 Our financial statements have been prepared on a going concern basis;
we must raise additional capital to fund our operations in order to continue as a going concern.

 In its report dated April 1, 2024, Morison Cogen LLP, our independent
registered public accounting firm, expressed substantial doubt about our ability to continue as a going concern as we have suffered recurring
losses from operations and have insufficient liquidity to fund our future operations. If we are unable to improve our liquidity position,
we may not be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that
might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities
other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment.
As of December 31, 2023, we had approximately $2.7 million of cash. In order to have sufficient cash to fund our operations in the
future, we will need to raise additional equity or debt capital and cannot provide any assurance that we will be successful in doing so.
If are unable to raise sufficient capital to fund our operations, we may need to delay, reduce or eliminate certain research and development
programs or other operations, sell some or all of our assets or merge with another entity.

 We expect that we will need to raise additional
funding before we can expect to become profitable from any potential future sales of our product candidates. This additional financing
may not be available on acceptable terms or at all. Failure to obtain this necessary capital when needed may force us to delay, limit
or terminate our product development efforts or other operations.

 We will require substantial future
capital in order to complete planned and future pre-clinical and clinical development for MYMD-1 and Supera-CBD and potentially commercialize
these product candidates. We expect increased spending levels in connection with our clinical trials of our product candidates. In addition,
if we obtain marketing approval for any of our product candidates, we expect to incur significant expenses related to commercial launch,
product sales, medical affairs, regulatory, marketing, manufacturing and distribution. Furthermore, we expect to incur additional costs
associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our
continuing operations before any commercial revenue may occur.

 Any additional capital raised
through the sale of equity or equity-backed securities may dilute our stockholders' ownership percentages and could also result
in a decrease in the market value of our equity securities.

 The terms of any securities issued
by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the
issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities
then outstanding.

 In addition, we may incur substantial
costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance
fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain
securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

 Additional capital might not be
available when we need it and our actual cash requirements might be greater than anticipated. If we require additional capital at a time
when investment in its industry or in the marketplace in general is limited, we might not be able to raise funding on favorable terms,
if at all. If we are not able to obtain financing when needed or on terms favorable to us, we may need to delay, reduce or eliminate certain
research and development programs or other operations, sell some or all of our assets or merge with another entity.

 The market price of our Common Stock has been and may continue to be
subject to significant fluctuations and volatility, and the stockholders of the Company may be unable to resell their shares at a profit
and may incur losses.

 The market price of our Common Stock has been and could continue to
be subject to significant fluctuation following. Market prices for securities of life sciences and biopharmaceutical companies in particular
have historically been volatile and have shown extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of those companies. Broad market and industry factors, as well as general economic, political and market
conditions such as recessions or interest rate changes, may seriously affect the market price of our Common Stock, regardless of the actual
operating performance of the combined company. Some of the factors that may cause the market price of our Common Stock to fluctuate include:

 the announcement of new
 products, new developments, services or technological innovations by us or our competitors;

 actual or anticipated quarterly
 increases or decreases in revenue, gross margin or earnings, and changes in our business, operations or prospects;

 announcements relating
 to strategic relationships, mergers, acquisitions, partnerships, collaborations, joint ventures, capital commitments, or other events
 by the us or our competitors;

 conditions or trends in
 the life sciences and biopharmaceutical industries;

 changes in the economic
 performance or market valuations of other life sciences and biopharmaceutical companies;

 general market conditions
 or domestic or international macroeconomic and geopolitical factors unrelated to our performance or financial condition;

 sale of our Common Stock
 by stockholders, including executives and directors;

 volatility and limitations
 in trading volumes of our Common Stock;

 volatility in the market
 prices and trading volumes of the life sciences and biopharmaceutical stocks;

 our ability to finance
 our business;

 ability to secure resources
 and the necessary personnel to pursue our plans;

 failure to meet external
 expectations or management guidance;

 changes in our capital
 structure or dividend policy, future issuances of securities, sales or distributions of large blocks of Common Stock by stockholders;

 our cash position;

 announcements and events
 surrounding financing efforts, including debt and equity securities;

 analyst research reports,
 recommendations and changes in recommendations, price targets, and withdrawals of coverage;

 departures and additions
 of key personnel;

 disputes and litigation
 related to intellectual properties, proprietary rights, and contractual obligations;

 investigations by regulators
 into our operations or those of our competitors;

 changes in applicable laws,
 rules, regulations, or accounting practices and other dynamics; and

 other events or factors,
 many of which may be out of our control.

 In
the past, following periods of volatility in the overall market and the market prices of particular companies' securities, securities
class action litigation has often been instituted against these companies. Litigation of this type, if instituted against us, could result
in substantial costs and a diversion of management's attention and resources of the Company. Any adverse determination in any such
litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

 Moreover, pandemics, inflation, war and other macroeconomic and geopolitical factors have resulted in significant financial market
volatility and uncertainty in recent years. A continuation or worsening of the levels of market disruption and volatility seen in the
recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition,
and on the market price of our Common Stock.

 We
have a history of operating losses, and we may not achieve or sustain profitability. We anticipate that we will continue to incur losses
for the foreseeable future. If we fails to obtain additional funding to conduct our planned research and development efforts, we could
be forced to delay, reduce or eliminate our product development programs or commercial development efforts.

 We
are a clinical-stage pharmaceutical company with a limited operating history. Pharmaceutical product development is a highly speculative
undertaking and involves a substantial degree of risk. Our operations to date have been limited primarily to business planning, raising
capital and conducting research and development activities for our product candidates. We have never generated any revenue from product
sales. We have not obtained regulatory approvals for any of our product candidates and we have funded our operations to date through
proceeds from private placements of Common Stock and a line of credit from an affiliate of MyMD's founder.

 We
have incurred net losses in each year since our inception. We incurred net losses attributable to shareholders of $8,218,163 and
$15,197,336 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, we had an accumulated
deficit of $101,977,067. Substantially all our operating losses have resulted from costs incurred in connection with our research
and development programs and from general and administrative costs associated with our operations. We expect to continue to incur
significant expenses and operating losses over the next several years and for the foreseeable future as we intend to continue to
conduct research and development, clinical testing, regulatory compliance activities, manufacturing activities, and, if any of our
product candidates is approved, sales and marketing activities that, together with anticipated general and administrative expenses,
will likely result in the company incurring significant losses for the foreseeable future. Our prior losses, combined with expected
future losses, have had and will continue to have an adverse effect on our shareholders' equity and working
capital.

 Our
limited operating history may make it difficult to evaluate the success of our business to date and to assess our future viability.

predecessor, MyMD Florida, was formed in late 2014. Our operations to date have been limited primarily to business planning, raising
capital and conducting research and development activities for our product candidates. We have not yet demonstrated the ability to complete
clinical trials of our product candidates, obtain marketing approvals, manufacture a commercial scale product or conduct sales and marketing
activities necessary for successful commercialization. Consequently, predictions about our future success or viability are speculative
and no assurances can be given about our future performance.

 Our
stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they experienced in connection with the
Merger.

 If
we are unable to realize the full strategic and financial benefits currently anticipated from the Merger, our stockholders will have
experienced substantial dilution of their ownership interests in their respective pre-Merger companies without receiving any commensurate
benefit, or only while receiving part of the commensurate benefit to the extent the combined organization is able to realize only part
of the strategic and financial benefits anticipated at the time of the Merger. Furthermore, if we fail to realize the intended benefits
of the Merger, the market price of our Common Stock could decline to the extent that the market price reflects those benefits.

 After
the Merger and the Contribution Transaction were consummated, the business operations, strategies and focus of the Company
fundamentally changed, and these changes may not result in an improvement in the value of our Common Stock.

 Following
the Merger, our primary products are MyMD Florida's therapeutic platforms: MYMD-1, a clinical-stage immunometabolic regulator and
Supera-CBD, a pre-clinical stage patented synthetic CBD analog. We expect to incur losses as we develop our product candidates, and our
product candidates, may never get approved by the FDA or, even if approved for marketing, may not be profitable. The failure to successfully
develop product candidates will significantly diminish the anticipated benefits of the Merger and have a material adverse effect on our
business. There is no assurance that our business operations, strategies or focus will be successful, which could depress the value of
our Common Stock.

 The
Contribution Transaction poses risks for our ongoing operations, including, among others:

 following
 consummation of the Contribution Transaction, if Oravax is not successful in developing the COVID-19 Vaccine Candidate, we may not
 realize any value out of its ownership of Oravax shares;

 costs
 and expenses associated with any undisclosed or potential liabilities.

 As
a result of the foregoing, we may be unable to realize the full strategic and financial benefits originally anticipated from the Contribution
Transaction, and we cannot assure you that the Contribution Transaction will be accretive in the near term or at all. Furthermore, if
we fail to realize the intended benefits of the Contribution Transaction, the market price of our Common Stock could decline to the extent
that the market price reflects those benefits.

 The
concentration of the capital stock ownership with insiders of the Company will likely limit the ability of our stockholders to influence
corporate matters.

 The executive officers, directors, five percent or greater stockholders,
and the respective affiliated entities of the Company, in the aggregate, beneficially owned more than 10% of the Company's outstanding
Common Stock. As a result, these stockholders, acting together, had, and continue to have, control over matters that require approval
by our stockholders, including the election of directors and approval of significant corporate transactions. Corporate actions might be
taken even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a corporate
transaction that other stockholders may view as beneficial.

 Certain
stockholders could attempt to influence changes within the Company, which could adversely affect our operations, financial condition
and the value of our Common Stock.

 Our
stockholders may from time to time seek to acquire a controlling stake in the Company, engage in proxy solicitations, advance stockholder
proposals or otherwise attempt to effect changes. Campaigns by stockholders to effect changes at publicly traded companies are sometimes
led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased debt, special
dividends, stock repurchases or sales of assets or the entire company. Responding to proxy contests and other actions by activist stockholders
can be costly and time-consuming and could disrupt our operations and divert the attention of our Board of Directors and senior management.
These actions could adversely affect our operations, financial condition, and the value of our Common Stock.

 We
must attract and retain highly skilled employees to succeed.

 To
succeed, we must recruit, retain, manage and motivate qualified clinical, scientific, technical and management personnel, and we face
significant competition for experienced personnel. If we do not succeed in attracting and retaining qualified personnel, particularly
at the management level, it could adversely affect our ability to execute our business plan, harm our results of operations and increase
our capabilities to successfully commercialize MYMD-1, Supera-CBD and our other product candidates. The competition for qualified personnel
in the biotechnology field is intense and as a result, we may be unable to continue to attract and retain qualified personnel necessary
for the development of our business or to recruit suitable replacement personnel.

 Many
of the other biotechnology companies that we compete against for qualified personnel have greater financial and other resources, different
risk profiles and a longer history in the industry than we do. They also may provide more diverse opportunities and better chances for
career advancement. Some of these characteristics may be more appealing to high-quality candidates than what we have to offer. If we
are unable to continue to attract and retain high-quality personnel, the rate and success at which we can discover and develop product
candidates and our business will be limited.

 We
operate in a highly competitive industry.

 We
face, and will continue to face, intense competition from large pharmaceutical companies, specialty pharmaceutical and biotechnology
companies as well as academic and research institutions pursuing research and development of technologies, drugs or other therapies that
would compete with our products or product candidates. The pharmaceutical market is highly competitive, subject to rapid technological
change and significantly affected by existing rival drugs and medical procedures, new product introductions and the market activities
of other participants. Our competitors may develop products more rapidly or more effectively than us. If our competitors are more successful
in commercializing their products than us, their success could adversely affect our competitive position and harm our business prospects
and may also lead to the diversion of funding away from us and toward other companies.

 If
we fail to comply with environmental, health, and safety laws and regulations, we could become subject to fines or penalties or incur
costs that could harm our business.

 We
are subject to numerous environmental, health, and safety laws and regulations, including those governing laboratory procedures and the
handling, use, storage, treatment and disposal of hazardous materials and wastes. Our operations will involve the use of hazardous materials,
including chemicals and biological materials. Our operations also may produce hazardous waste products. We generally anticipate contracting
with third parties for the disposal of these materials and wastes. We will not be able to eliminate the risk of contamination or injury
from these materials. In the event of contamination or injury resulting from any use by us of hazardous materials, we could be held liable
for any resulting damages, and any liability could exceed our resources. We also could incur significant costs associated with civil
or criminal fines and penalties for failure to comply with such laws and regulations.

 Although
we maintain workers' compensation insurance to cover us for costs and expenses, we may incur due to injuries to our employees resulting
from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities.

 In
addition, we may incur substantial costs in order to comply with current or future environmental, health, and safety laws and regulations.
These current or future laws and regulations may impair our research, development or production efforts. Our failure to comply with these
laws and regulations also may result in substantial fines, penalties or other sanctions.

 Our
business and operations would suffer in the event of computer system failures, cyber-attacks or deficiencies in our cyber-security or
those of third-party providers.

 In
the ordinary course of our business, we and our third-party providers rely on electronic communications and information system to conduct
our operations. We and our third-party providers have been, and may continue to be, targeted by parties using fraudulent e-mails and
other communications in attempts to misappropriate bank accounting information, passwords, or other personal information or to introduce
viruses or other malware to our information systems. Between August and October 2021, we experienced a cybersecurity incident. A third-party
forensic technology company's investigation confirmed that we were a victim of wire fraud due to a compromised electronic mail
account. As of the date of this filing, we have identified losses totaling $1,260,864 related to this incident, net of amounts recovered.
Following the incident, we have taken measures to enhance our electronic mail security and have modified our internal procedures to ensure
the authenticity of payment instructions and we continue to evaluate additional measures for improving cybersecurity. Despite these prophylactic
measures, the risk of such cyber-attacks against us or our third-party providers and business partners remains a serious issue. Cybersecurity
incidents are pervasive, and the risks of cybercrime are complex and continue to evolve. Although we are making significant efforts to
maintain the security and integrity of our information systems and are exploring various measures to manage the risk of a security breach
or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches
or disruptions would not be successful or damaging.

 In
addition, we collect and store sensitive data, including intellectual property, research data, our proprietary business information and
that of our suppliers, technical information about our products, clinical trial plans and employee records. Similarly, our third-party
providers possess certain of our sensitive data and confidential information. The secure maintenance of this information is critical
to our operations and business strategy. Despite the implementation of security measures, our internal computer systems, and those of
third parties on which we rely, are vulnerable to damage from computer viruses, malware, ransomware, cyber fraud, natural disasters,
terrorism, war, telecommunication and electrical failures, cyberattacks or cyberintrusions over the Internet, attachments to emails,
persons inside our organization, or persons with access to systems inside our organization. The risk of a security breach or disruption,
particularly through cyberattacks or cyberintrusions, including by computer hackers, foreign governments, and cyber terrorists, has generally
increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Any such
breach could compromise our networks and the information stored there could be accessed, publicly disclosed, encrypted, lost or stolen.
Any such access, inappropriate disclosure of confidential or proprietary information or other loss of information, including our data
being breached at third-party providers, could result in legal claims or proceedings, liability or financial loss under laws that protect
the privacy of personal information, disruption of our operations or our product development programs and damage to our reputation, which
could adversely affect our business.

 Risks
Related to our Product Development and Regulatory Approval

 With
regard to our Supera-CBD product candidate, we must conduct pre-clinical testing and prepare and submit an IND to the FDA. With regard
to both our MYMD-1 and Supera-CBD product candidates, we must conduct all phases of clinical studies, which will likely take several
years and substantial expenses to complete, before we can submit an application for marketing approval to the FDA, and we may be required
to complete additional post-market or "Phase 4" studies after application or approval. There is no guarantee that we will
complete such clinical development in a timely manner or at all or that we will obtain or maintain regulatory approval for either product
candidate.

 Potential
Risks

 FDA – IND review
 is conducted and feedback is delivered within 30 days of receipt of the initial application. At the time, changes to the study protocol
 may be requested in order to proceed with the proposed Phase 2 clinical trial.

 Institutional Review Board
 (IRB) – If the FDA requests changes to the protocol included in the initial application, an amendment must be submitted to
 the IRB for an additional review. This review may include changes to the protocol, informed consent form, surveys, and other assessments
 planned over the course of the clinical trial.

 COVID-19 – Clinical
 sites must follow specific COVID-19 guidelines. Clinical trial activity must adhere to those guidelines which may change over the
 course of the study. For example, the protocol may need to be revised to accommodate for in-home visits (if necessary) to maximize
 patient and research staff safety.

 Site Initiation Visit (SIV)
 – Site initiation visits are scheduled around principal investigator (PI) availability. Due to changing clinic schedules, SIVs
 may need to be rescheduled to accommodate various PI demands.

 Central Lab – Central
 labs are responsible for creating all the kits (supplies) required for patient visits. Kits are created to execute all aspects of
 screening through study completion. Kits are developed based on specifications from core labs and third-party vendors (as applicable).
 All shipping and storing requirements need to be clearly articulated and lab manuals provided to make the kits. The central lab is
 also responsible for building a database to store all the lab results.

 Electronic Database –
 The overall database used for the study must be built around the schedule of assessments planned for each patient over the course
 of the clinical trial. This includes every assessment and data element collected. The complexity of the Phase 2 trial also requires
 development and testing of drug randomization across treatment groups to ensure blinding is maintained. Thorough user-acceptability
 testing (UAT) is required and is time-intensive.

 CoreRx – To maintain
 adequate blinding across treatment groups, new labels were created and applied to the active drug and placebo bottles. Logistics
 and manufacturing need to work together to ensure capsules were not only filled appropriately, but also labelled correctly to ensure
 the electronic database and randomization schemes maintain alignment over the course of the study.

drug development is a lengthy, expensive, and inherently uncertain process, and we may experience delays in completing, or ultimately
be unable to complete, the development and commercialization of our product candidates.

 The
FDA must approve any new drug products before they can be marketed in the United States, and such approval is contingent upon the collection
of sufficient safety- and efficacy-data from preclinical and clinical studies. We must complete preclinical development and conduct extensive
clinical trials to demonstrate the safety and efficacy of our product candidates for their respective targeted indications. With regard
to Supera-CBD, we are still in the pre-clinical stage, and we are in relatively early clinical stages with regard to certain indications
for which MyMD-1 is being developed and in pre-clinical stages for others. Clinical trials are expensive, difficult to design and implement,
and can take many years to complete, and their outcomes are inherently uncertain. Failure can occur at any time during the clinical trial
process. Nonclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies have believed
their product candidates performed satisfactorily in nonclinical studies and clinical trials and, nonetheless, were denied marketing
approval for such candidates due to insufficient safety or efficacy data and/or other clinical-study deficiencies. It is impossible to
predict whether we will be able to prove that either or both of our product candidates are safe and effective for any of the indications
for which they are, respectively, being developed and, accordingly, when they will be approved for commercialization in the United States
for any given indication, if ever.

 After
completing the requisite preclinical testing, IND submission, internal review board ("IRB") review, and any other
applicable early-development obligations, sponsors must conduct extensive clinical trials to demonstrate the safety and efficacy of
the product candidates. We have completed such early-stage preclinical testing and IND-submission for some, but not all, indications
for which MyMD-1 is being developed and are currently working towards completion of such pre-IND activities for Supera-CBD. Even if
the results of our pre-clinical testing and clinical trials are favorable, we expect our product candidates to remain in clinical
development for several years before they may be considered for regulatory approval, and clinical development of either or both
candidates for one or more targeted indications may take significantly longer to complete and may never be successful. Failures in
connection with one or more clinical trials can occur at any stage of testing.

 Events
that may prevent successful or timely completion of clinical development include:

 delays in reaching a consensus
 with regulatory authorities on trial design;

 delays in reaching agreement
 on acceptable terms with prospective contract research organization ("CRO") and clinical trial sites;

 delays in opening clinical
 trial sites or obtaining required IRB or independent ethics committee approval at each clinical trial site;

 actual or perceived lack
 of effectiveness of any product candidate during clinical trials;

 discovery of serious or
 unexpected toxicities or side effects experienced by trial participants or other safety issues, such as drug interactions, including
 those which cause confounding changes to the levels of other concomitant medications;

 slower than expected rates
 of subject recruitment and enrollment rates in clinical trials;

 difficulty in retaining
 subjects for the entire duration of applicable clinical studies (as study subjects may withdraw at any time due to adverse side effects
 from the therapy, insufficient efficacy, fatigue with the clinical trial process or for any other reason;

 delays or inability in
 manufacturing or obtaining sufficient quantities of materials for use in clinical trials due to regulatory and manufacturing constraints;

 inadequacy of or changes
 in its manufacturing process or product candidate formulation;

 delays in obtaining regulatory
 authorization s, such as INDs and any others that must be obtained, maintained, and/or satisfied to commence a clinical trial, including
 "clinical holds" or delays requiring suspension or termination of a trial by a regulatory agency, such as the FDA, before
 or after a trial is commenced;

 changes in applicable regulatory
 policies and regulation, including changes to requirements imposed on the extent, nature or timing of studies;

 delays or failure in reaching
 agreement on acceptable terms in clinical trial contracts or protocols with prospective clinical trial sites;

 uncertainty regarding proper
 dosing;

 delay or failure to supply
 product for use in clinical trials which conforms to regulatory specification;

 unfavorable results from
 ongoing pre-clinical studies and clinical trials;

 failure of its CROs, or
 other third-party contractors to comply with all contractual requirements or to perform their services in a timely or acceptable
 manner;

 Our failure, or the failure
 of any individuals, entities, or organizations involved in one or more aspects of our clinical development activities, to comply
 with all applicable FDA or other regulatory requirements relating to the conduct of clinical trials;

 scheduling conflicts with
 participating clinicians and clinical institutions;

 failure to design appropriate
 clinical trial protocols;

 regulatory concerns and
 additional difficulties associated with cannabinoid products, generally;

 insufficient data to support
 regulatory approval;

 inability or unwillingness
 of medical investigators to follow its clinical protocols; or

 difficulty in maintaining
 contact with patients during or after treatment, which may result in incomplete data.

 If
any of the clinical trials of any of our current or future therapeutic candidates do not produce favorable results or are found to have
been conducted in violation of the FDA's or other regulatory body's standards governing such studies, our ability to request
and obtain regulatory approval for the therapeutic candidate may be adversely impacted, which could have a material adverse effect on
our reputation, business, financial condition or results of operations.

 If
we are unable to develop, obtain regulatory approval for and commercialize MYMD-1, Supera-CBD or other future product candidates, or
if we experience significant delays in doing so, our business will be materially harmed.

 We
have invested a substantial amount of effort and financial resources in MYMD-1 and Supera-CBD. We plan to initiate Phase 2 clinical trials
for treatment of diabetes, rheumatoid arthritis, aging and multiple sclerosis with MYMD-1 and IND-enabling pre-clinical studies of Supera-CBD
to enable submission of an Investigational New Drug ("IND") application for a Phase 1 in healthy volunteers followed by clinical
trials in epilepsy, addiction and anxiety disorders. In order to conduct human clinical trials, we are required obtain approval from
Institutional Review Boards ("IRBs") or Ethics committees. IRBs are independent committee organizations that operate in compliance
with U.S. federal regulations (including, but not limited to 21 C.F.R. Parts 50 and 56, and 45 C.F.R. Part 46) in order to help protect
the rights of research subjects under the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA").
IRBs provide expertise in examining research for its ethical implications, including research involving vulnerable populations, such
as pediatrics, critically ill, and cognitively impaired participants. There is no guarantee that an IRB will approve our current product
candidates for human clinical trials. Without IRB approval, the Company would not be able to perform clinical research on humans and
our products would not be able to move through the regulatory approval process.

 Our
ability to generate product revenue will depend heavily on the successful development and eventual commercialization of MYMD-1, Supera-CBD
and our other product candidates, which may never occur. We currently generate no revenue from sales of any product and we may never
be able to develop or commercialize a marketable product.

 Each
of our programs and product candidates will require further clinical and/or pre-clinical development, regulatory approval in multiple
jurisdictions, obtaining pre-clinical, clinical and commercial manufacturing supply, capacity and expertise, building of a commercial
organization, substantial investment and significant marketing efforts before we generate any revenue from product sales. MYMD-1 and
Supera-CBD and our other product candidates must be authorized for marketing by the FDA and certain other foreign regulatory agencies
before we may commercialize any of our product candidates.

 The
success of our product candidates depends on multiple factors, including:

 successful
 completion of pre-clinical studies, including those compliant with Good Laboratory Practices ("GLP") or GLP toxicology
 studies, biodistribution studies and minimum effective dose studies in animals, and successful enrollment and completion of clinical
 trials compliant with current Good Clinical Practices ("GCPs");

 effective
 INDs and Clinical Trial Authorizations ("CTAs") that allow commencement of our planned clinical trials or future clinical
 trials for our product candidates in relevant territories;

 approval
 from IRBs or Ethics committees to conduct human clinical trials;

 establishing
 and maintaining relationships with contract research organizations ("CROs"), and clinical sites for the clinical development
 of our product candidates;

 successful
 clearance of products arriving from foreign countries, needed to perform clinical trials, through U.S. customs;

 maintenance
 of arrangements with third-party contract manufacturing organizations ("CMOs") for key materials used in our manufacturing
 processes and to establish backup sources for clinical and large-scale commercial supply;

 positive
 results from our clinical programs that are supportive of safety and efficacy and provide an acceptable risk-benefit profile for
 our product candidates in the intended patient populations;

 receipt
 of regulatory approvals from applicable regulatory authorities, including those necessary for pricing and reimbursement of our product
 candidates;

 establishment
 and maintenance of patent and trade secret protection and regulatory exclusivity for our product candidates;

 commercial
 launch of our product candidates, if and when approved, whether alone or in collaboration with others;

 acceptance
 of our product candidates, if and when approved, by patients, patient advocacy groups, third-party payors and the general medical
 community;

 our
 effective competition against other therapies available in the market;

 establishment
 and maintenance of adequate reimbursement from third-party payors for our product candidates;

 our
 ability to acquire or in-license additional product candidates;

 prosecution,
 maintenance, enforcement and defense of intellectual property rights and claims;

 maintenance
 of a continued acceptable safety profile of our product candidates following approval, including meeting any post-marketing commitments
 or requirements imposed by or agreed to with applicable regulatory authorities; or

 political
 factors surrounding the approval process, such as government shutdowns, political instability or global pandemics such as the outbreak
 of the novel strain of coronavirus, COVID-19.

 If
we do not succeed in one or more of these factors in a timely manner or at all, we could experience significant delays or an inability
to successfully commercialize our product candidates, which would materially harm our business. If we do not receive regulatory approvals
for our product candidates, we may not be able to continue our operations.

 We
may not have the resources to conduct clinical protocols sufficient to yield data suitable for publication in peer-reviewed journals
and our inability to do so in the future could have an adverse effect on marketing our products effectively.

 In
order for our products targeted for use by hospital laboratory professionals and healthcare providers to be widely adopted, we would
have to conduct clinical protocols that are designed to yield data suitable for publication in peer-reviewed journals. These studies
are often time-consuming, labor-intensive and expensive to execute. We have not previously had the resources to effectively implement
such clinical programs within our clinical development activities and may not be able to do so in the future. In addition, if a protocol
is initiated, the results of such protocol may ultimately not support the anticipated positioning and benefit proposition for the product.
Either of these scenarios could hinder our ability to market our products, and revenue may decline.

 Success
in pre-clinical studies and earlier clinical trials for our product candidates may not be indicative of the results that may be obtained
in later clinical trials, including our Phase 2 clinical trial for MYMD-1, which may delay or prevent obtaining regulatory approval.

development is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time
during the clinical trial process. Success in pre-clinical studies and early clinical trials may not be predictive of results in later-stage
clinical trials, and successful results from early or small clinical trials may not be replicated or show as favorable an outcome in
later-stage or larger clinical trials, even if successful. We will be required to demonstrate through adequate and well-controlled clinical
trials that our product candidates are safe and effective for their intended uses before we can seek regulatory approvals for their commercial
sale. The conduct of Phase 2 and Phase 3 trials, and the submission of a New Drug Application ("NDA") is a complicated process.
We have not previously conducted any clinical trials, and have limited experience in preparing, submitting and supporting regulatory
filings. Consequently, we may be unable to successfully and efficiently execute and complete necessary clinical trials and other requirements
in a way that leads to NDA submission and approval of any product candidate we are developing.

 Many
companies in the pharmaceutical industry have suffered significant setbacks in late-stage clinical trials after achieving positive results
in early-stage development, and there is a high failure rate for product candidates proceeding through clinical trials. In addition,
different methodologies, assumptions and applications we utilize to assess particular safety or efficacy parameters may yield different
statistical results. Even if we believe the data collected from clinical trials of our product candidates are promising, these data may
not be sufficient to support approval by the FDA or foreign regulatory authorities. Pre-clinical and clinical data can be interpreted
in different ways. Accordingly, the FDA or foreign regulatory authorities could interpret these data in different ways from us or our
partners, which could delay, limit or prevent regulatory approval. If our study data do not consistently or sufficiently demonstrate
the safety or efficacy of any of our product candidates, including MYMD-1 and Supera-CBD, to the satisfaction of the FDA or foreign regulatory
authorities, then the regulatory approvals for such product candidates could be significantly delayed as we work to meet approval requirements,
or, if we are not able to meet these requirements, such approvals could be withheld or withdrawn.

 Even
if we complete the necessary pre-clinical studies and clinical trials, we cannot predict when, or if, we will obtain regulatory approval
to commercialize a product candidate and the approval may be for a narrower indication than we seek.

 Prior
to commercialization in the United States, MYMD-1, Supera-CBD and our other product candidates must be approved by the FDA pursuant to
an NDA for their respective target indication(s). The process of obtaining marketing approvals, both in the U.S. and abroad, is expensive
and takes many years, if approval is obtained at all, and can vary substantially based upon a variety of factors, including the type,
complexity and novelty of the product candidates involved. Failure to obtain marketing approval for a product candidate will prevent
us from commercializing the product candidate. We have not received approval to market MYMD-1, Supera-CBD or any of our other product
candidates from regulatory authorities in any jurisdiction. We have limited experience in submitting and supporting the applications
necessary to gain marketing approvals, and, in the event regulatory authorities indicate that we may submit such applications, we may
be unable to do so as quickly and efficiently as desired. Securing marketing approval requires the submission of extensive pre-clinical
and clinical data and supporting information to regulatory authorities for each therapeutic indication to establish the product candidate's
safety and efficacy. Securing marketing approval also requires the submission of information about the product manufacturing process
to, and inspection of manufacturing facilities by, the regulatory authorities. Our product candidates may not be effective, may be only
moderately effective or may prove to have undesirable or unintended side effects, toxicities or other characteristics that may preclude
our obtaining marketing approval or prevent or limit commercial use. Regulatory authorities have substantial discretion in the approval
process and may refuse to accept or file any application or may decide that our data is insufficient for approval and require additional
pre-clinical, clinical or other studies. In addition, varying interpretations of the data obtained from pre-clinical and clinical testing
could delay, limit or prevent marketing approval of a product candidate.

 Approval
of MYMD-1, Supera-CBD or our other product candidates may be delayed or refused for many reasons, including:

 the
 FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

 we
 may be unable to demonstrate, to the satisfaction of the FDA or comparable foreign regulatory authorities, that our product candidates
 are safe and effective for any of their proposed indications;

 the
 populations studied in clinical trials may not be sufficiently broad or representative to assure efficacy and safety in the populations
 for which we seek approval;

 the
 results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory
 authorities for approval;

 we
 may be unable to demonstrate that our product candidates' clinical and other benefits outweigh their safety risks;

 the
 data collected from clinical trials of our product candidates may not be sufficient to support the submission of an NDA or other
 comparable submission in foreign jurisdictions or to obtain regulatory approval in the U.S. or elsewhere;

 the
 facilities of third-party manufacturers with which we contract or procure certain service or raw materials, may not be adequate to
 support approval of our product candidates; and

 the
 approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering
 our clinical data insufficient for approval.

 Even
if our product candidates meet their pre-specified safety and efficacy endpoints in clinical trials, the regulatory authorities may not
complete their review processes in a timely manner and may not consider such the clinical trial results sufficient to grant, or we may
not be able to obtain regulatory approval. Additional delays may result if an FDA Advisory Committee or other regulatory authority recommends
non-approval or restrictions on approval. In addition, we may experience delays or rejections based upon additional government regulation
from future legislation or administrative action, or changes in regulatory authority policy during the period of product development,
clinical trials and the review process.

 Regulatory
authorities also may approve a product candidate for more limited indications than requested or they may impose significant limitations
in the form of narrow indications, warnings, contraindications or Risk Evaluation and Mitigation Strategies ("REMS"). These
regulatory authorities may also grant approval subject to the performance of costly post-marketing clinical trials. In addition, regulatory
authorities may not approve the labeling claims that are necessary or desirable for the successful commercialization of our product candidates.
Any of the foregoing scenarios could materially harm the commercial prospects for our product candidates and adversely affect our business,
financial condition, results of operations and prospects.

 Any
product candidate for which we obtain marketing approval will be subject to extensive post-marketing regulatory requirements and could
be subject to post-marketing restrictions or withdrawal from the market, and we may be subject to penalties if we fail to comply with
regulatory requirements or if it experiences unanticipated problems with our product candidates, when and if any of them are approved.

 Our
product candidates and the activities associated with their development and potential commercialization, including their testing, manufacturing,
recordkeeping, labeling, storage, approval, advertising, promotion, sale and distribution, are subject to comprehensive regulation by
the FDA and other U.S. and international regulatory authorities. These requirements include submissions of safety and other post-marketing
information and reports, registration and listing requirements, requirements relating to manufacturing, including current Good Manufacturing
Practices ("cGMPs"), quality control, quality assurance and corresponding maintenance of records and documents, including
periodic inspections by the FDA and other regulatory authorities and requirements regarding the distribution of samples to providers
and recordkeeping. In addition, manufacturers of drug products and their facilities are subject to continual review and periodic, unannounced
inspections by the FDA and other regulatory authorities for compliance with cGMPs.

 The
FDA may also impose requirements for costly post-marketing studies or clinical trials and surveillance to monitor the safety or efficacy
of any approved product.

 In
addition, later discovery of previously unknown adverse events or other problems with our product candidates, manufacturers or manufacturing
processes, or failure to comply with regulatory requirements, may yield various results, including:

 restrictions
 on such product candidates, manufacturers or manufacturing processes;

 restrictions
 on the labeling or marketing of a product;

 restrictions
 on product distribution or use;

 requirements
 to conduct post-marketing studies or clinical trials;

 warning
 or untitled letters;

 withdrawal
 of any approved product from the market;

 refusal
 to approve pending applications or supplements to approved applications that we submit;

 recall
 of product candidates;

 fines,
 restitution or disgorgement of profits or revenues;

 suspension
 or withdrawal of marketing approvals;

 refusal
 to permit the import or export of our product candidates;

 product
 seizure; or

 injunctions
 or the imposition of civil or criminal penalties.

 The
FDA also closely regulates the post-approval marketing and promotion of drugs to ensure that they are marketed in a manner consistent
with the provisions of the approved labeling. The FDA imposes stringent restrictions on manufacturers' communications regarding
use of their products. For example, under applicable FDA marketing regulations, prescription drug promotions must be consistent with
and not contrary to approved labeling, present a "fair balance" between the product's risks and benefits, be truthful
and not false or misleading, and be sufficiently substantiated with appropriate documentary evidence, among numerous other requirements.
If we promote our products that are approved for marketing in the United States, if any, in a manner inconsistent with FDA-approved labeling
or otherwise not in compliance with FDA regulations, we may be subject to enforcement action. Violations of the Federal Food, Drug, and
Cosmetic Act ("FD&C Act") relating to the promotion of prescription drugs may lead to investigation or prosecution by
the DOJ or other applicable agencies and could give rise to ancillary violations of federal and state healthcare fraud and abuse laws,
as well as state consumer protection laws and similar laws in international jurisdictions. Additionally, our marketing activities relating
to any products we may commercialize in the United States in the future may also be subject to enforcement by the FTC and/or state attorneys
general, and we may face consumer class-action liability if our marketing practices are actually or allegedly misleading or deceptive.

 In
addition to the requirements applicable to approved drug products, we may also be subject to enforcement action in connection with any
promotion of an investigational new drug. A sponsor or investigator, or any person acting on behalf of a sponsor or investigator, may
not represent in a promotional context that an investigational new drug is safe or effective for the purposes for which it is under investigation
or otherwise promote the therapeutic candidate. Sponsors must strike the often difficult balance of communicating sufficient information
about its product candidates to inform investors and engaging in valid scientific exchanges with the medical community without crossing
the often-difficult-to-ascertain line into "promotion," which is not defined by regulation but is generally interpreted broadly
by FDA. Accordingly, if FDA finds any of our communications regarding MyMD-1 or Supera-CBD to be promotional, we may be subject to a
wide range of enforcement actions, and our candidates' prospects for regulatory approval may be adversely affected.

 The
occurrence of any event or penalty described above could give rise to material reputational harm to our business and our current, and
any future, product candidates we may develop and may inhibit our ability to commercialize our product candidates and generate revenue
and could require us to expend significant time and resources in response. The FDA's and other regulatory authorities' policies
may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product
candidates. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or
if we are not able to maintain regulatory compliance, we may lose any marketing approval that we have obtained, and we may not achieve
or sustain profitability.

 Our
failure to obtain regulatory approval in international jurisdictions would prevent us from marketing our product candidates outside the
U.S.

 To
market and sell MYMD-1, Supera-CBD or our other product candidates in other jurisdictions, we must obtain separate marketing approvals
and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional
testing. The time and data required to obtain approval may differ substantially from that required to obtain FDA approval. The regulatory
approval process outside the U.S. generally includes all of the risks associated with obtaining FDA approval. In addition, in many countries
outside the U.S., we must secure product reimbursement approvals before regulatory authorities will approve the product for sale in that
country. Failure to obtain foreign regulatory approvals or non-compliance with foreign regulatory requirements could result in significant
delays, difficulties and costs for us and could delay or prevent the introduction of our product candidates in certain countries.

 If
we fail to comply with the regulatory requirements in international markets and receive applicable marketing approvals, our target market
will be reduced and our ability to realize the full market potential of our product candidates will be harmed and our business will be
adversely affected. We may not obtain foreign regulatory approvals on a timely basis, if at all. Our failure to obtain approval of any
of our product candidates by regulatory authorities in another country may significantly diminish the commercial prospects of that product
candidate and our business prospects could decline.

 Our
development program for Supera-CBD, a synthetic analog of CBD, is in its infancy and subject to substantial uncertainty and may not yield
commercial results and is subject to significant regulatory risks.

 We
are only in the pre-clinical stage of development for Supera-CBD, which is essentially the earliest stage of a candidate's development
process and must be followed by regulatory submissions (such as, an IND application and FDA's acceptance thereof), IRB approval,
as well as the complex, onerous clinical-trial process (which must be conducted in accordance with FDA's IND regulations), and
ultimately, NDA submission, the approval of which is not guaranteed. There can be no assurance that our development program for Supera-CBD,
a synthetic analog of CBD, will be successful, or that any research and development and product testing efforts will result in commercially
saleable products, or that the market will accept or respond positively to products based on Supera-CBD.

 Federal
Regulation of CBD. The market for cannabinoids is heavily regulated. Synthetic cannabinoids may be viewed as qualifying as controlled
substances under the federal Controlled Substances Act of 1970 (CSA) and may be subject to a high degree of regulation including, among
other things, certain registration, licensing, manufacturing, security, record keeping, reporting, import, export, inspection by DEA
clinical and non-clinical studies, insurance and other requirements administered by the U.S. Drug Enforcement Administration (DEA) and/or
the FDA.

 State
Regulation of CBD. Individual states and local jurisdictions have also established controlled substance laws and regulations, which may differ
from U.S. federal law. States have also developed CBD-specific laws and regulations that govern a wide range of CBD-related activities,
from cultivation to processing to marketing. There is substantial variation among states' CBD laws, and we will have to devote
substantial time, expenses, and resources toward compliance, and such laws are also subject to ongoing evolution and, thus, must be actively
monitored. We or our business partners may be required to obtain separate state or country registrations, permits or licenses in order
to be able to develop produce, sell, store and transport cannabinoids.

 Compliance
is Complex and Costly. Complying with laws and regulations relating to cannabinoids is evolving, complex and expensive, and may divert
management's attention and resources from other aspects of our business. Failure to maintain compliance with such laws and regulations
may result in regulatory action that could have a material adverse effect on our business, results of operations and financial condition.
The DEA, FDA or state agencies may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those
registrations. In certain circumstances, violations could lead to criminal proceedings.

trials. Because synthetic CBD products may be regulated as controlled substances in the U.S., to conduct clinical trials in the U.S.,
each of our research sites must submit a research protocol to the DEA and obtain and maintain a DEA researcher registration that will
allow those sites to handle and dispense products based on Supera-CBD and to obtain product from our manufacturer. If the DEA delays
or denies the grant of a research registration to one or more research sites, the clinical trial could be significantly delayed, and
we could lose clinical trial sites.

 Negative
public perception of cannabis-related businesses, misconceptions about the nature of our business or Supera-MD, and regulatory uncertainties
relating to the legality of cannabinoids could each have a material adverse effect on our business, financial condition, and results
of operations.

 We
believe the cannabinoid industry is highly dependent upon consumer perception regarding the safety, efficacy, quality, and legality of
cannabinoids, whether naturally derived or synthetic. Consumer perception of cannabinoid products can be significantly influenced by
scientific research or findings, regulatory investigations, litigation, media attention, and other publicity regarding the consumption
of CBD products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention,
or other research findings or publicity will be favorable to the CBD market or Supera-CBD, in particular. Our dependence upon consumer
perceptions with regard to Supera-CBD, particularly once it is approved for commercialization, if ever, means that adverse scientific
research reports, findings, regulatory proceedings, litigation, media attention, or other publicity relating to cannabinoid products,
generally, or any particular cannabinoid products or derivatives, in particular, regardless of merit or accuracy, could have a material
adverse effect on our business, the development of, or ultimate commercial demand for (if applicable), Supera-CBD. Such adverse publicity
or other negative media attention could arise even if the adverse effects reportedly associated with such products resulted from consumers'
failure to consume such products appropriately or as directed. Any adverse publicity or other similar occurrences affecting consumer
perception may have a material adverse impact on our reputation, perception of Supera-CBD, and our ability to obtain the necessary regulatory
approvals for Supera-CBD and its prospective commercial viability.

 Risks
Related to Commercialization and Manufacturing

 The
commercial success of our product candidates, including MYMD-1 and Supera-CBD, will depend upon their degree of market acceptance by
providers, patients, patient advocacy groups, third-party payors and the general medical community.

 Even
with the requisite approvals from the FDA and other regulatory authorities internationally, the commercial success of our product candidates
will depend, in part, on the acceptance of providers, patients and third-party payors of our product candidates, as medically necessary,
cost-effective and safe. Any product that we commercialize may not gain acceptance by providers, patients, patient advocacy groups, third-party
payors and the general medical community. If these products do not achieve an adequate level of acceptance, we may not generate significant
product revenue and may not become profitable. The degree of market acceptance of MYMD-1, Supera-CBD and our other product candidates,
if approved for commercial sale, will depend on several factors, including:

 the
 efficacy, durability and safety of such product candidates as demonstrated in clinical trials;

 the
 potential and perceived advantages of product candidates over alternative treatments;

 the
 cost of treatment relative to alternative treatments;

 the
 clinical indications for which the product candidate is approved by the FDA or the European Commission;

 the
 willingness of providers to prescribe new therapies;

 the
 willingness of the target patient population to try new therapies;

 the
 prevalence and severity of any side effects;

 product
 labeling or product insert requirements of the FDA or other regulatory authorities, including any limitations or warnings contained
 in a product's approved labeling;

 the
 strength of marketing and distribution support;

 the
 timing of market introduction of competitive products;

 the
 quality of our relationships with patient advocacy groups;

 publicity
 concerning our product candidates or competing products and treatments; and

 sufficient
 third-party payor coverage and adequate reimbursement.

 Even
if a potential product displays a favorable efficacy and safety profile in pre-clinical studies and clinical trials, market acceptance
of the product will not be fully known until after it is launched.

 The
pricing, insurance coverage and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain adequate
coverage and reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our
ability to generate product revenue.

 If
we are unable to establish or sustain coverage and adequate reimbursement for our product candidates from third-party payors, the adoption
of those product candidates and sales revenue will be adversely affected, which, in turn, could adversely affect the ability to market
or sell those product candidates, if approved.

 We
expect that coverage and reimbursement by third-party payors will be essential for most patients to be able to afford these treatments.
Accordingly, sales of MYMD-1, Supera-CBD and our other product candidates will depend substantially, both domestically and internationally,
on the extent to which the costs of our product candidates will be paid by health maintenance, managed care, pharmacy benefit and similar
healthcare management organizations, or will be reimbursed by government authorities, private health coverage insurers and other third-party
payors. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow us to establish or maintain pricing
sufficient to realize a sufficient return on our investment.

 There
is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the U.S., third-party payors,
including private and governmental payors, such as the Medicare and Medicaid programs, play an important role in determining the extent
to which new drugs will be covered and reimbursed. The Medicare program covers certain individuals aged 65 or older, disabled or suffering
from end-stage renal disease. The Medicaid program, which varies from state to state, covers certain individuals and families who have
limited financial means. The Medicare and Medicaid programs increasingly are used as models for how private payors and other governmental
payors develop their coverage and reimbursement policies for drugs. One payor's determination to provide coverage for a drug product,
however, does not assure that other payors will also provide coverage for the drug product. Further, a payor's decision to provide
coverage for a drug product does not imply that an adequate reimbursement rate will be approved.

 In
addition to government and private payors, professional organizations such as the American Medical Association ("AMA"), can
influence decisions about coverage and reimbursement for new products by determining standards for care. In addition, many private payors
contract with commercial vendors who sell software that provide guidelines that attempt to limit utilization of, and therefore reimbursement
for, certain products deemed to provide limited benefit to existing alternatives. Such organizations may set guidelines that limit reimbursement
or utilization of our product candidates. Even if favorable coverage and reimbursement status is attained for one or more product candidates
for which our collaborators receive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented
in the future.

 Outside
the U.S., international operations are generally subject to extensive governmental price controls and other market regulations, and we
believe the increasing emphasis on cost-containment initiatives in Europe, Canada and other countries has and will continue to put pressure
on the pricing and usage of therapeutics such as our product candidates. In many countries, particularly the countries of the European
Union, the prices of medical products are subject to varying price control mechanisms as part of national health systems. In these countries,
pricing negotiations with governmental authorities can take considerable time after the receipt of marketing approval for a product.
To obtain reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness
of our product candidate to other available therapies. In general, the prices of products under such systems are substantially lower
than in the U.S. Other countries allow companies to fix their own prices for products but monitor and control company profits. Additional
foreign price controls or other changes in pricing regulation could restrict the amount that we are able to charge for our product candidates.
Accordingly, in markets outside the U.S., the reimbursement for our product candidates may be reduced compared with the U.S. and may
be insufficient to generate commercially reasonable revenues and profits.

 Moreover,
increasing efforts by governmental and third-party payors, in the U.S. and internationally, to cap or reduce healthcare costs may cause
such organizations to limit both coverage and level of reimbursement for new products approved and, as a result, they may not cover or
provide adequate payment for our product candidates. We expect to experience pricing pressures in connection with the sale of any of
our product candidates due to the trend toward managed healthcare, the increasing influence of certain third-party payors, such as health
maintenance organizations, and additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription
drugs and surgical procedures and other treatments, has become very intense. As a result, increasingly high barriers are being erected
to the entry of new products into the healthcare market. Recently there have been instances in which third-party payors have refused
to reimburse treatments for patients for whom the treatment is indicated in the FDA-approved product labeling. Even if we are successful
in obtaining FDA approvals to commercialize our product candidates, we cannot guarantee that we will be able to secure reimbursement
for all patients for whom treatment with our product candidates is indicated.

 If
third parties on which we depend to conduct our planned pre-clinical studies or clinical trials, do not perform as contractually required,
fail to satisfy regulatory or legal requirements or miss expected deadlines, our development program could be delayed with adverse effects
on our business, financial condition, results of operations and prospects.

 We
rely on third party CROs, CMOs, consultants and others to design, conduct, supervise and monitor key activities relating to, discovery,
manufacturing, pre-clinical studies and clinical trials of our product candidates, and we intend to do the same for future activities
relating to existing and future programs. Because we rely on third parties and do not have the ability to conduct all required testing,
discovery, manufacturing, preclinical studies or clinical trials independently, we have less control over the timing, quality and other
aspects of discovery, manufacturing, pre-clinical studies and clinical trials than we would if we conducted them on our own. These investigators,
CROs, CMOs and consultants are not our employees, and we have limited control over the amount of time and resources that they dedicate
to our programs. These third parties may have contractual relationships with other entities, some of which may be our competitors, which
may draw time and resources from our programs. The third parties we contract with might not be diligent or timely in conducting our discovery,
manufacturing, pre-clinical studies or clinical trials, resulting in discovery, manufacturing, pre-clinical studies or clinical trials
being delayed or unsuccessful, in whole or in part.

 If
we cannot contract with acceptable third parties on commercially reasonable terms, or at all, or if these third parties do not carry
out their contractual duties, satisfy legal and regulatory requirements for the conduct of pre-clinical studies or clinical trials or
meet expected deadlines, our clinical development programs could be delayed and otherwise adversely affected. In all events, we are responsible
for ensuring that each of our pre-clinical studies and clinical trials is conducted in accordance with the general investigational plan
and protocols for the trial, as well as in accordance with GLP, GCPs and other applicable laws, regulations and standards. Our reliance
on third parties that we do not control does not relieve us of these responsibilities and requirements. The FDA and other regulatory
authorities enforce GCPs through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of these
third parties fails to comply with applicable GCPs, the clinical data generated in its clinical trials may be deemed unreliable and the
FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving its marketing
applications. We cannot assure that upon inspection by a given regulatory authority, such regulatory authority will determine that any
of our clinical trials have complied with GCPs. In addition, our clinical trials must be conducted with product produced in accordance
with cGMPs. Our failure to comply with these regulations may require us to repeat clinical trials, which could delay or prevent the receipt
of regulatory approvals. Any such event could have an adverse effect on our business, financial condition, results of operations and
prospects.

 We
face significant competition in an environment of rapid pharmacological change and it is possible that our competitors may achieve regulatory
approval before us or develop therapies that are more advanced or effective than ours, which may harm our business, financial condition
and our ability to successfully market or commercialize MYMD-1, Supera-CBD and our other product candidates.

 The
biotechnology and pharmaceutical industries are characterized by rapidly changing technologies, competition and a strong emphasis on
intellectual property. We are aware of several companies focused on developing immunometabolic treatments in various indications as well
as several companies addressing other treatments for anti-aging, anxiety and depression. We may also face competition from large and
specialty pharmaceutical and biotechnology companies, academic research institutions, government agencies and public and private research
institutions that conduct research, seek patent protection, and establish collaborative arrangements for research, development, manufacturing
and commercialization.

 Several
companies are focused on developing treatments for immunometabolic dysregulation in treatment of autoimmune disorders.

 Many
of our potential competitors, alone or with their strategic partners, may have substantially greater financial, technical and other resources
than we do, such as larger research and development, clinical, marketing and manufacturing organizations. Mergers and acquisitions in
the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller number of competitors.
Our commercial opportunity could be reduced or eliminated if competitors develop and commercialize products that are safer, more effective,
have fewer or less severe side effects, are more convenient or are less expensive than any product candidates that we may develop. Competitors
also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for our products, which
could result in our competitors establishing a strong market position before we are able to enter the market, if ever. Additionally,
new or advanced technologies developed by our competitors may render our current or future product candidates uneconomical or obsolete,
and we may not be successful in marketing our product candidates against competitors.

 The
manufacture of drugs is complex, and our third-party manufacturers may encounter difficulties in production. If any of our third-party
manufacturers encounter such difficulties, our ability to provide supply of MYMD-1, Supera-CBD or our other product candidates for clinical
trials, our ability to obtain marketing approval, or our ability to provide supply of our product candidates for patients, if approved,
could be delayed or stopped.

 We
intend to establish manufacturing relationships with a limited number of suppliers to manufacture raw materials, the drug substance and
finished product of any product candidate for which we are responsible for pre-clinical or clinical development. Each supplier may require
licenses to manufacture such components if such processes are not owned by the supplier or in the public domain. As part of any marketing
approval, a manufacturer and its processes are required to be qualified by the FDA prior to regulatory approval. If supply from the approved
vendor is interrupted, there could be a significant disruption in commercial supply. An alternative vendor would need to be qualified
through an NDA supplement which could result in further delay. The FDA or other regulatory agencies outside of the U.S. may also require
additional studies if a new supplier is relied upon for commercial production. Switching vendors may involve substantial costs and is
likely to result in a delay in our desired clinical and commercial timelines.

 The
process of manufacturing drugs is complex, highly regulated and subject to multiple risks. Manufacturing drugs is highly susceptible
to product loss due to contamination, equipment failure, improper installation or operation of equipment, vendor or operator error, inconsistency
in yields, variability in product characteristics and difficulties in scaling the production process. Even minor deviations from normal
manufacturing processes could result in reduced production yields, product defects and other supply disruptions. If microbial, viral
or other contaminations are discovered at the facilities of our manufacturers, such facilities may need to be closed for an extended
period of time to investigate and remedy the contamination, which could delay clinical trials and adversely harm our business. Moreover,
if the FDA determines that our CMOs are not in compliance with FDA laws and regulations, including those governing cGMPs, the FDA may
deny NDA approval until the deficiencies are corrected or we replace the manufacturer in our NDA with a manufacturer that is in compliance.
In addition, approved products and the facilities at which they are manufactured are required to maintain ongoing compliance with extensive
FDA requirements and the requirements of other similar agencies, including ensuring that quality control and manufacturing procedures
conform to cGMP requirements. As such, our CMOs are subject to continual review and periodic inspections to assess compliance with cGMPs.
Furthermore, although we do not have day-to-day control over the operations of our CMOs, we are responsible for ensuring compliance with
applicable laws and regulations, including cGMPs.

 In
addition, there are risks associated with large scale manufacturing for clinical trials or commercial scale including, among others,
cost overruns, potential problems with process scale-up, process reproducibility, stability issues, compliance with good manufacturing
practices, lot consistency and timely availability of raw materials. Even if our collaborators obtain regulatory approval for any of
our product candidates, there is no assurance that manufacturers will be able to manufacture the approved product to specifications acceptable
to the FDA or other regulatory authorities, to produce it in sufficient quantities to meet the requirements for the potential launch
of the product or to meet potential future demand. If our manufacturers are unable to produce sufficient quantities for clinical trials
or for commercialization, commercialization efforts would be impaired, which would have an adverse effect on our business, financial
condition, results of operations and prospects.

 Risks
Related to Government Regulation

 We
could be adversely affected if healthcare reform measures substantially change the market for medical care or healthcare coverage in
the U.S.

 On
March 23, 2010, President Obama signed the "Patient Protection and Affordable Care Act" (P.L. 111-148) (the "ACA")
and on March 30, 2010, he signed the "Health Care and Education Reconciliation Act" (P.L. 111-152), collectively commonly
referred to as the "Healthcare Reform Law." The Healthcare Reform Law included a number of new rules regarding health insurance,
the provision of healthcare, conditions to reimbursement for healthcare services provided to Medicare and Medicaid patients, and other
healthcare policy reforms. Through the law-making process, substantial changes have been and continue to be made to the current system
for paying for healthcare in the U.S., including changes made to extend medical benefits to certain Americans who lacked insurance coverage
and to contain or reduce healthcare costs (such as by reducing or conditioning reimbursement amounts for healthcare services and drugs,
and imposing additional taxes, fees, and rebate obligations on pharmaceutical and medical device companies). This legislation was one
of the most comprehensive and significant reforms ever experienced by the U.S. in the healthcare industry and has significantly changed
the way healthcare is financed by both governmental and private insurers. This legislation has impacted the scope of healthcare insurance
and incentives for consumers and insurance companies, among others. Additionally, the Healthcare Reform Law's provisions were designed
to encourage providers to find cost savings in their clinical operations. Pharmaceuticals represent a significant portion of the cost
of providing care. This environment has caused changes in the purchasing habits of consumers and providers and resulted in specific attention
to the pricing negotiation, product selection and utilization review surrounding pharmaceuticals. This attention may result in products
we may commercialize or promote in the future being chosen less frequently or the pricing being substantially lowered. At this stage,
it is difficult to estimate the full extent of the direct or indirect impact of the Healthcare Reform Law on us.

 These
structural changes could entail further modifications to the existing system of private payors and government programs (such as Medicare,
Medicaid, and the State Children's Health Insurance Program), creation of government-sponsored healthcare insurance sources, or
some combination of both, as well as other changes. Restructuring the coverage of medical care in the U.S. could impact the reimbursement
for prescribed drugs and pharmaceuticals, including our current commercial products, those we and our development or commercialization
partners are currently developing or those that we may commercialize or promote in the future. If reimbursement for the products we currently
commercialize or promote, any product we may commercialize or promote, or approved therapeutic candidates is substantially reduced or
otherwise adversely affected in the future, or rebate obligations associated with them are substantially increased, it could have a material
adverse effect on our reputation, business, financial condition or results of operations.

 Extending
medical benefits to those who currently lack coverage will likely result in substantial costs to the U.S. federal government, which may
force significant additional changes to the healthcare system in the U.S. Much of the funding for expanded healthcare coverage may be
sought through cost savings. While some of these savings may come from realizing greater efficiencies in delivering care, improving the
effectiveness of preventive care and enhancing the overall quality of care, much of the cost savings may come from reducing the cost
of care and increased enforcement activities. Cost of care could be reduced further by decreasing the level of reimbursement for medical
services or products (including our any product we may commercialize or promote in the future), or by restricting coverage (and, thereby,
utilization) of medical services or products. In either case, a reduction in the utilization of, or reimbursement for any product which
we receive marketing approval in the future, could have a material adverse effect on our reputation, business, financial condition or
results of operations.

 Several
states and private entities initially mounted legal challenges to the Healthcare Reform Law, in particular, the ACA, and they continue
to litigate various aspects of the legislation. On July 26, 2012, the U.S. Supreme Court generally upheld the provisions of the ACA at
issue as constitutional. However, the U.S. Supreme Court held that the legislation improperly required the states to expand their Medicaid
programs to cover more individuals. As a result, states have a choice as to whether they will expand the number of individuals covered
by their respective state Medicaid programs. Some states have not expanded their Medicaid programs and have chosen to develop other cost-saving
and coverage measures to provide care to currently uninsured individuals. Many of these efforts to date have included the institution
of Medicaid-managed care programs. The manner in which these cost-saving and coverage measures are implemented could have a material
adverse effect on our reputation, business, financial condition or results of operations.

 Further,
the healthcare regulatory environment has seen significant changes in recent years and is still in flux. Legislative initiatives to modify,
limit, replace, or repeal the ACA and judicial challenges have continued. We cannot predict the impact on our business of future legislative
and legal challenges to the ACA or other aspects of the Healthcare Reform Law or other changes to the current laws and regulations. The
financial impact of U.S. healthcare reform legislation over the next few years will depend on a number of factors, including the policies
reflected in implementing regulations and guidance and changes in sales volumes for therapeutics affected by the legislation. From time
to time, legislation is drafted, introduced and passed in the U.S. Congress that could significantly change the statutory provisions
governing coverage, reimbursement, and marketing of pharmaceutical products. In addition, third-party payor coverage and reimbursement
policies are often revised or interpreted in ways that may significantly affect our business and our products.

his time in office, former President Trump supported the repeal of all or portions of the ACA. President Trump also issued an executive
order in which he stated that it is his administration's policy to seek the prompt repeal of the ACA and in which he directed executive
departments and federal agencies to waive, defer, grant exemptions from, or delay the implementation of the provisions of the ACA to
the maximum extent permitted by law. Congress has enacted legislation that repeals certain portions of the ACA, including but not limited
to the Tax Cuts and Jobs Act, passed in December 2017, which included a provision that eliminates the penalty under the ACA's individual
mandate, effective January 1, 2019, as well as the Bipartisan Budget Act of 2018, passed in February 2018, which, among other things,
repealed the Independent Payment Advisory Board (which was established by the ACA and was intended to reduce the rate of growth in Medicare
spending).

 Additionally,
in December 2018, a district court in Texas held that the individual mandate is unconstitutional and that the rest of the ACA is, therefore,
invalid. On appeal, the Fifth Circuit Court of Appeals affirmed the holding on the individual mandate but remanded the case back to the
lower court to reassess whether and how such holding affects the validity of the rest of the ACA. The Fifth Circuit's decision
on the individual mandate was appealed to the U.S. Supreme Court. On June 17, 2021, the Supreme Court held that the plaintiffs (comprised
of the state of Texas, as well as numerous other states and certain individuals) did not have standing to challenge the constitutionality
of the ACA's individual mandate and, accordingly, vacated the Fifth Circuit's decision and instructed the district court
to dismiss the case. As a result, the ACA will remain in-effect in its current form for the foreseeable future; however, we cannot predict
what additional challenges may arise in the future, the outcome thereof, or the impact any such actions may have on our business.

 The
Biden administration also introduced various measures in 2021 focusing on healthcare and drug pricing, in particular. For example, on
January 28, 2021, President Biden issued an executive order that initiated a special enrollment period for purposes of obtaining health
insurance coverage through the ACA marketplace, which began on February 15, 2021, and remained open through August 15, 2021. The executive
order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare,
including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements and policies that
create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. On the legislative front, the
American Rescue Plan Act of 2021 was signed into law on March 11, 2021, which, in relevant part, eliminates the statutory Medicaid drug
rebate cap, currently set at 100% of a drug's average manufacturer price, for single source drugs and innovator multiple source
drugs, beginning January 1, 2024. And, in July 2021, the Biden administration released an executive order entitled, "Promoting
Competition in the American Economy," with multiple provisions aimed at prescription drugs. In response, on September 9, 2021,
HHS released a "Comprehensive Plan for Addressing High Drug Prices" that outlines principles for drug pricing reform and
sets out a variety of potential legislative policies that Congress could pursue as well as potential administrative actions HHS can take
to advance these principles. And, in August 2022, the Inflation Reduction Act ("IRA") was signed into law, which will, among
other things, allow U.S. Department of Health and Human Services ("HHS") to negotiate the selling price of certain drugs
and biologics that the Centers for Medicare & Medicaid Services ("CMS") reimburses under Medicare Part B and Part D,
although only high-expenditure single-source drugs that have been approved for at least 7 years (11 years for biologics) can be selected
by CMS for negotiation, with the negotiated price taking effect two years after the selection year. The negotiated prices, which will
first become effective in 2026, will be capped at a statutory ceiling price. Beginning in October 2023, the IRA will also penalize drug
manufacturers that increase prices of Medicare Part B and Part D drugs at a rate greater than the rate of inflation. The IRA permits
the Secretary of HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. Manufacturers
that fail to comply with the IRA may be subject to various penalties, including civil monetary penalties. The IRA also extends enhanced
subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025.

 There
is uncertainty as to what healthcare programs and regulations may be implemented or changed at the federal and/or state level in the
U.S. or the effect of any future legislation or regulation. Furthermore, we cannot predict what actions the Biden administration will
implement in connection with the Health Reform Law. However, it is possible that such initiatives could have an adverse effect on our
ability to obtain approval and/or successfully commercialize products in the U.S. in the future, as applicable.

 We
are subject to inspection and market surveillance by the FDA to determine compliance with regulatory requirements. If the FDA finds that
we have failed to comply, the agency can institute a wide variety of enforcement actions which may materially affect our business operations.

 We
are subject to inspection and market surveillance by the FDA to determine compliance with regulatory requirements. If the FDA finds that
we have failed to comply, with one or more applicable requirements the agency can institute a wide variety of enforcement actions, ranging
from a public warning letter to more severe sanctions such as:

 fines,
 injunctions and civil penalties;

 recall,
 detention or seizure of our products;

 the
 issuance of public notices or warnings;

 operating
 restrictions, partial suspension or total shutdown of production;

 refusing
 MyMD's requests for a 510(k) clearance of new products;

 withdrawing
 a 510(k) clearance already granted; and

 criminal
 prosecution.

 Our
failure to comply with applicable requirements could lead to an enforcement action that may have an adverse effect on our financial condition
and results of operations.

 The
FDA's ability to review and approve new products may be hindered by a variety of factors, including budget and funding levels,
ability to hire and retain key personnel, statutory, regulatory and policy changes and global health concerns.

 The
ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding
levels, statutory, regulatory and policy changes, the FDA's ability to hire and retain key personnel and accept the payment of
user fees, and other events that may otherwise affect the FDA's ability to perform routine functions. In addition, government funding
of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid
and unpredictable. Disruptions at the FDA and other agencies may also slow the time necessary for new drugs to be reviewed and/or approved
by necessary government agencies, which would adversely affect our business. For example, over the last several years, including for
35 days beginning on December 22, 2018, the U.S. government has shut down several times and certain regulatory agencies, such as the
FDA, have had to furlough critical employees and stop critical activities.

 The
ability of the FDA and other government agencies to properly administer their functions is highly dependent on the levels of government
funding and the ability to fill key leadership appointments, among various factors. Delays in filling or replacing key positions could
significantly impact the ability of the FDA and other agencies to fulfill their functions and could greatly impact healthcare and the
pharmaceutical industry.

 Our
operations and relationships with future customers, providers and third-party payors will be subject to applicable anti-kickback, fraud
and abuse and other healthcare laws and regulations, which could expose us to penalties including criminal sanctions, civil penalties,
contractual damages, reputational harm and diminished profits and future earnings.

 Healthcare
providers and third-party payors will play a primary role in the recommendation and prescription of any product candidates for which
we obtain marketing approval. Our future arrangements with providers, third-party payors and customers will subject us to broadly applicable
fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships
through which we market, sell and distribute any product candidates for which we obtain marketing approval.

 Restrictions
under applicable U.S. federal and state healthcare laws and regulations include the following:

 the
 federal Anti-Kickback Statute ("AKS") prohibits, among other things, persons and entities from knowingly and willfully
 soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either
 the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made
 under federal healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the
 AKS or specific intent to violate it in order to have committed a violation;

 federal
 false claims laws, including the federal False Claims Act, imposes criminal and civil penalties, including through civil whistleblower
 or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government,
 claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money
 to the federal government. In addition, the government may assert that a claim including items or services resulting from a violation
 of the AKS constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

 HIPAA
 imposes criminal and civil liability for, among other things, knowingly and willfully executing or attempting to execute a scheme
 to defraud any healthcare benefit program or making false statements relating to healthcare matters. Similar to the AKS, a person
 or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

 the
 federal Physician Payment Sunshine Act of 2010 ("PPSA") requires applicable manufacturers of covered drugs, devices,
 biologics, and medical supplies for which payment is available under Medicare, Medicaid, or the Children's Health Insurance
 Program, with specific exceptions, to report payments and other transfers of value provided during the previous year to physicians,
 as defined by such law, certain other healthcare providers starting in 2022 (for payments made in 2021), and teaching hospitals,
 as well as certain ownership and investment interests held by such physicians and their immediate family, which includes annual data
 collection and reporting obligations;

 analogous
 state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements
 and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers;
 and

 some
 state laws require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines and
 the relevant compliance guidance promulgated by the federal government and may require drug manufacturers to report information related
 to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures.

 Efforts
to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve
substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current
or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations
are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant
civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion of product candidates from government-funded healthcare
programs, such as Medicare and Medicaid, disgorgement, contractual damages, reputational harm, diminished profits and future earnings,
and the curtailment or restructuring of our operations. If any of the physicians or other healthcare providers or entities with whom
we expect to do business is found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative
sanctions, including exclusions from government-funded healthcare programs.

 Our
internal computer systems, or those of its third-party vendors, collaborators, or other contractors may be subject to various federal
and state confidentiality and privacy laws in the United States and abroad and could sustain system failures, security breaches, or other
disruptions, any of which could have a material adverse effect on our business.

 Numerous
international, national, federal, provincial and state laws, including state privacy laws (such as the California Consumer Privacy Act),
state security breach notification and information security laws, and federal and state consumer protection laws govern the collection,
use, and disclosure of personal information. In addition, most healthcare providers who may, in the future, prescribe and dispense our
products in the United States and research institutions in the United States with whom we may collaborate in the future are "covered
entities" subject to privacy and security requirements under HIPAA. Among other things, HITECH makes HIPAA's privacy and
security standards directly applicable to business associates, independent contractors, or agents of covered entities that receive or
obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also created four new
tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and
gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal
HIPAA laws and seek attorneys' fees and costs associated with pursuing federal civil actions. We, or the covered entities we engage with, could be subject to a wide
range of penalties and sanctions under HIPAA, including criminal penalties if the individually identifiable health information maintained
by a covered entity is disclosed in a manner that is not authorized or permitted by HIPAA. Failure to comply with applicable HIPAA requirements
or other current and future privacy laws and regulations could result in governmental enforcement actions (including the imposition of
significant penalties), criminal and civil liability, and/or adverse publicity that negatively affects our business.

 Moreover,
we rely on our internal and third-party provided information technology systems and applications to support our operations and to maintain
and process company information including personal information, confidential business information and proprietary information. If these
information technology systems are subject to cybersecurity attacks, or are otherwise compromised, due to cyberattacks, human error or
malfeasance, system errors or otherwise, it may adversely impact our business, disrupt our operations, or lead to the loss, theft, destruction,
corruption, or compromise of our information or that of our collaborators, study subjects, or other third-party contractors, as applicable.
Such information technology or security events could also lead to legal liability, regulatory investigations or enforcement actions,
loss of business, negative media coverage, and reputational damage. While we seek to protect our information technology systems from
these types of incidents, the healthcare sector continues to see a high frequency of cyberattacks and increasingly sophisticated threat
actors, and our systems and the information maintained within those systems remain potentially vulnerable to data security incidents.

 Any
of the above-described cyber or other security-related incidents may trigger notification obligations to affected individuals and government
agencies, legal claims or proceedings, and liability under foreign, federal, provincial and state laws that protect the privacy and security
of personal information. Our proprietary and confidential information may also be accessed. Any one of these events could cause our business
to be materially harmed and our results of operations may be adversely impacted. Finally, as cyber threats continue to evolve, and privacy
and cybersecurity laws and regulations continue to develop, we may need to invest additional resources to implement new compliance measures,
strengthen our information security posture, or respond to cyber threats and incidents.

 Risks
Related to Our Intellectual Property

 Our
success largely depends on our ability to obtain, maintain and protect our intellectual property. It is difficult and costly to protect
our proprietary rights and technology, and we may not be able to ensure their adequate protection.

 Our
commercial success will depend in large part on obtaining and maintaining patent, trademark, trade secret and other intellectual property
protection of our proprietary technologies and product candidates, which include MYMD-1, Supera-CBD and the other product candidates
we have in development, their respective components, formulations, combination therapies, methods used to manufacture them and methods
of treatment, as well as successfully defending our patents and other intellectual property rights against third-party challenges. Our
ability to stop unauthorized third parties from making, using, selling, offering to sell, importing or otherwise commercializing our
product candidates is dependent upon the extent to which we have rights under valid and enforceable patents or trade secrets that cover
these activities. If we are unable to secure and maintain patent protection for any product or technology we develop, or if the scope
of the patent protection secured is not sufficiently broad, our competitors could develop and commercialize products and technology similar
or identical to ours, and our ability to commercialize any product candidates we may develop may be adversely affected.

 The
patenting process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications
at a reasonable cost or in a timely manner. In addition, we may not pursue or obtain patent protection in all relevant markets. It is
also possible that we will fail to identify patentable aspects of our research and development activities before it is too late to obtain
patent protection. Moreover, in some circumstances, we may not have the right to control the preparation, filing and prosecution of patent
applications, or to maintain the patents, covering technology that we may license from or license to third parties and may be reliant
on our licensors or licensees to do so. Our pending and future patent applications may not result in issued patents. Even if patent applications
we license or own currently or in the future issue as patents, they may not issue in a form that will provide us with adequate protection,
prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Any patents
that we hold or in-license may be challenged, narrowed, circumvented or invalidated by third parties. Consequently, we do not know whether
any of our platform advances and product candidates will be protectable or remain protected by valid and enforceable patents. In addition,
our existing patents and any future patents we obtain may not provide an adequate scope of protection or otherwise may not be enforceable
to prevent others from using our technology or from developing competing products and technologies.

 We
may not be able to adequately protect or enforce our intellectual property rights, which could harm our competitive position.

 Our
success and future revenue growth will depend, in part, on our ability to protect our intellectual property. We will primarily rely on
patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods, to protect our proprietary
technologies or processes. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose proprietary
technologies and processes, despite efforts by us to protect our proprietary technologies and processes. While we hold rights in several
patents, there can be no assurances that any additional patents will be issued, or additional rights will be granted, to us. Even if
new patents are issued, the claims allowed may not be sufficiently broad to adequately protect our technology and processes. Our competitors
may also be able to develop similar technology independently or design around the patents to which we have rights.

 Currently, MyMD has 16 issued U.S. patents, 63 foreign patents, three
pending U.S. patent applications, and 10 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European
Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Although we expect to obtain additional
patents and in-licenses in the future, there is no guarantee that we will be able to successfully obtain such patents or in-licenses in
a timely manner or at all. Further, any of our rights to existing patents, and any future patents issued to us, may be challenged, invalidated
or circumvented. As such, any rights granted under these patents may not provide us with meaningful protection. Even if foreign patents
are granted, effective enforcement in foreign countries may not be available. If our patents or rights to patents do not adequately protect
our technology or processes, competitors may be able to offer products similar to our products.

 Our
potential strategy of obtaining rights to key technologies through in-licenses may not be successful.

 The
future growth of our business may depend in part on our ability to in-license or otherwise acquire the rights to additional product candidates
and technologies. We cannot assure that we will be able to in-license or acquire the rights to any product candidates or technologies
from third parties on acceptable terms or at all.

 For
example, our agreements with certain of our third-party research partners provide that improvements developed in the course of our relationship
with a given partner may be owned solely by either us or our third-party research partner, or jointly between us and the third party.
If we determine that exclusive rights to such improvements owned solely by a research partner or other third party with whom we collaborate
are necessary to commercialize our drug candidates or maintain our competitive advantage, we may need to obtain an exclusive license
from such third party in order to use the improvements and continue developing, manufacturing or marketing our drug candidates. We may
not be able to obtain such a license on an exclusive basis, on commercially reasonable terms, or at all, which could prevent us from
commercializing our drug candidates or allow our competitors or others the opportunity to access technology that is important to our
business. We also may need the cooperation of any co-owners of our intellectual property in order to enforce such intellectual property
against third parties, and such cooperation may not be provided to us.

 In
addition, the in-licensing and acquisition of these technologies is a highly competitive area, and a number of more established companies
are also pursuing strategies to license or acquire product candidates or technologies that we may consider attractive. These established
companies may have a competitive advantage over us due to their size, cash resources and greater clinical development and commercialization
capabilities. In addition, companies that perceive us to be a competitor may be unwilling to license rights to us. Furthermore, we may
be unable to identify suitable product candidates or technologies within our area of focus. If we are unable to successfully obtain rights
to suitable product candidates or technologies, our business and prospects could be materially and adversely affected.

 If
we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

 In
addition to patent protection, we rely upon know-how and trade secret protection, as well as non-disclosure agreements and invention
assignment agreements with our employees, consultants and third-parties, to protect our confidential and proprietary information, especially
where we do not believe patent protection is appropriate or obtainable.

 It
is our policy to require our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute
confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements provide that all
confidential information concerning our business or financial affairs developed or made known to the individual or entity during the
course of the party's relationship with us is to be kept confidential and not disclosed to third parties, except in certain specified
circumstances. In the case of employees, the agreements provide that all inventions conceived by the individual, and that are related
to our current or planned business or research and development or made during normal working hours, on our premises or using our equipment
or proprietary information (or as otherwise permitted by applicable law), are our exclusive property. In the case of consultants and
other third parties, the agreements provide that all inventions conceived in connection with the services provided are our exclusive
property. However, we cannot guarantee that we have entered into such agreements with each party that may have or have had access to
our trade secrets or proprietary technology and processes. We have also adopted policies and conduct training that provides guidance
on our expectations, and our advice for best practices, in protecting our trade secrets. Despite these efforts, any of these parties
may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate
remedies for such breaches.

 In
addition to contractual measures, we try to protect the confidential nature of our proprietary information through other appropriate
precautions, such as physical and technological security measures. However, trade secrets and know-how can be difficult to protect. These
measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access,
provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultant from misappropriating
our trade secrets and providing them to a competitor, and any recourse we might take against this type of misconduct may not provide
an adequate remedy to protect our interests fully. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret
can be difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade secrets may be independently developed
by others in a manner that could prevent us from receiving legal recourse. If any of our confidential or proprietary information, such
as our trade secrets, were to be disclosed or misappropriated, such as through a data breach, or if any of that information was independently
developed by a competitor, our competitive position could be harmed. Additionally, certain trade secret and proprietary information may
be required to be disclosed in submissions to regulatory authorities. If such authorities do not maintain the confidential basis of such
information or disclose it as part of the basis of regulatory approval, our competitive position could be adversely affected.

 We
may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

 As
is common in the biotechnology and pharmaceutical industry, we employ individuals who were previously employed at other biotechnology
or pharmaceutical companies, including our competitors or potential competitors. Although we have no knowledge of any claims against
us, we may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary
information of their former employers. Litigation may be necessary to defend against these claims. Even if we are successful in defending
against these claims, litigation could result in substantial costs and be a distraction to management. To date, none of our employees
have been subject to such claims.

 Third-party
claims of intellectual property infringement may prevent, delay or otherwise interfere with our product discovery and development efforts.

 Our
commercial success depends in part on our ability to develop, manufacture, market and sell our product candidates and use our proprietary
technologies without infringing, misappropriating or otherwise violating the intellectual property or other proprietary rights of third
parties. There is a substantial amount of litigation involving patents and other intellectual property rights in the biotechnology and
pharmaceutical industries, as well as administrative proceedings for challenging patents, including interference, derivation, inter partes
review, post grant review, and reexamination proceedings before the United States Patent and Trademark Office ("USPTO") or
oppositions and other comparable proceedings in foreign jurisdictions. We may be exposed to, or threatened with, future litigation by
third parties having patent or other intellectual property rights alleging that our product candidates and/or proprietary technologies
infringe, misappropriate or otherwise violate their intellectual property rights. Numerous U.S. and foreign issued patents and pending
patent applications that are owned by third parties exist in the fields in which we are developing our product candidates. As the biotechnology
and pharmaceutical industries expand and more patents are issued, the risk increases that our product candidates may give rise to claims
of infringement of the patent rights of others. Moreover, it is not always clear to industry participants, including us, which patents
cover various types of drugs, products or their methods of use or manufacture. Thus, because of the large number of patents issued and
patent applications filed in our field, third parties may allege they have patent rights encompassing our product candidates, technologies
or methods.

 If
a third party claims that we infringe, misappropriate or otherwise violate its intellectual property rights, we may face a number of
issues, including, but not limited to:

 infringement
 and other intellectual property claims that, regardless of merit, may be expensive and time-consuming to litigate and may divert
 our management's attention from our core business;

 substantial
 damages for infringement, which we may have to pay if a court decides that the product candidate or technology at issue infringes
 on or violates the third party's rights, and, if the court finds that the infringement was willful, we could be ordered to
 pay treble damages plus the patent owner's attorneys' fees;

 a
 court prohibiting us from developing, manufacturing, marketing, selling or importing our product candidates, or from using our proprietary
 technologies, unless the third-party licenses its product rights or proprietary technology to us, which it is not required to do
 in the U.S. and certain other countries, on commercially reasonable terms or at all;

 if
 a license is available from a third party, we may have to pay substantial royalties, upfront fees and other amounts, and/or grant
 cross-licenses to intellectual property rights for our product candidates;

 the
 requirement that we redesign our product candidates or processes so they do not infringe, which may not be possible or may require
 substantial monetary expenditures and time; and

 there
 could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities
 analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our Common
 Stock.

 Some
of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially
greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material
adverse effect on our ability to raise the funds necessary to continue our operations or could otherwise have a material adverse effect
on our business, financial condition, results of operations and prospects.

 Third
parties may assert that we are employing their proprietary technology without authorization, including by enforcing its patents against
us by filing a patent infringement lawsuit against us. In this regard, patents issued in the U.S. by law enjoy a presumption of validity
that can be rebutted only with evidence that is "clear and convincing," a heightened standard of proof.

 We
may not have identified all patents, published applications or published literature that affect our business by blocking our ability
to commercialize our products, by preventing the patentability of one or more aspects of our products to us or our licensors, or by covering
the same or similar technologies that may affect our ability to market our products. For example, we (or the licensor of a product to
us) may not have conducted a patent clearance search sufficient to identify potentially obstructing third party patent rights. Moreover,
patent applications in the United States are maintained in confidence for up to 18 months after their filing. In some cases, however,
patent applications remain confidential in the U.S. Patent and Trademark Office (the "USPTO"), for the entire time prior to issuance
as a U.S. patent. Patent applications filed in countries outside of the United States are not typically published until at least 18 months
from their first filing date. Similarly, publication of discoveries in the scientific or patent literature often lags behind actual discoveries.
We cannot be certain that we or our licensors were the first to invent, or the first to file, patent applications covering our products.
We also may not know if our competitors filed patent applications for technology covered by our pending applications or if we were the
first to invent the technology that is the subject of our patent applications. Competitors may have filed patent applications or received
patents and may obtain additional patents and proprietary rights that block or compete with our patents.

 Therefore,
there may be third-party patents of which we are currently unaware with claims to materials, formulations, methods of manufacture or
methods for treatment related to the use or manufacture of our product candidates. Because patent applications can take many years to
issue, there may be currently pending patent applications that may later result in issued patents that our product candidates may infringe.
In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents.

 If
any third-party patents were held by a court of competent jurisdiction to cover the manufacturing process of our product candidates,
or materials used in or formed during the manufacturing process, or any final product itself, the holders of those patents may be able
to block our ability to commercialize our product candidates unless we obtain a license under the applicable patents, or until those
patents were to expire or those patents are finally determined to be invalid or unenforceable. Similarly, if any third-party patent were
held by a court of competent jurisdiction to cover aspects of our formulations, processes for manufacture or methods of use, including
combination therapy or patient selection methods, the holders of that patent may be able to block our ability to develop and commercialize
a product candidate unless we obtain a license or until such patent expires or is finally determined to be invalid or unenforceable.
In either case, a license may not be available on commercially reasonable terms, or at all, particularly if such patent is owned or controlled
by one of our primary competitors. If we are unable to obtain a necessary license to a third-party patent on commercially reasonable
terms, or at all, our ability to commercialize our product candidates may be impaired or delayed, which could significantly harm our
business. Even if we obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed
to us. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, it could
dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

 Parties
making claims against us may seek and obtain injunctive or other equitable relief, which could effectively block our ability to further
develop and commercialize our product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation
expense and would be a substantial diversion of employee time and resources from our business. In the event of a successful claim of
infringement against us, we may have to pay substantial damages, including treble damages and attorneys' fees for willful infringement,
obtain one or more licenses from third parties, pay royalties or redesign our infringing products, which may be impossible or require
substantial time and monetary expenditure. We cannot predict whether any license of this nature would be available at all or whether
it would be available on commercially reasonable terms. Furthermore, even in the absence of litigation, we may need to obtain licenses
from third parties to advance our research or allow commercialization of our product candidates and we may fail to obtain any of these
licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further develop and commercialize
our product candidates, which could significantly harm our business.

 We
may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming
and unsuccessful and could result in a finding that such patents are unenforceable or invalid.

 Competitors
may infringe our patents or the patents of our licensors. To counter infringement or unauthorized use, we may be required to file infringement
claims, which can be expensive and time-consuming. In addition, in an infringement proceeding, a court may decide that one or more of
our patents is not valid, is unenforceable or may refuse to stop the other party from using the technology at issue on the grounds that
our patents do not cover the technology in question.

 In
patent litigation in the U.S., defendant counterclaims alleging invalidity and/or unenforceability are commonplace, and there are numerous
grounds upon which a third party can assert invalidity or unenforceability of a patent. Third parties may also raise similar claims before
administrative bodies in the U.S. or abroad, even outside the context of litigation. These types of mechanisms include re-examination,
post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions
(e.g., opposition proceedings). These types of proceedings could result in revocation or amendment to our patents such that they no longer
cover our product candidates. The outcome for any particular patent following legal assertions of invalidity and unenforceability is
unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which
we, our patent counsel and the patent examiner were unaware during prosecution. If a defendant were to prevail on a legal assertion of
invalidity and/or unenforceability, or if we are otherwise unable to adequately protect our rights, we would lose at least part, and
perhaps all, of the patent protection on our product candidates. Defense of these types of claims, regardless of their merit, would involve
substantial litigation expense and would be a substantial diversion of employee resources from our business.

 Conversely,
we may choose to challenge the patentability of claims in a third party's U.S. patent by requesting that the USPTO review the patent
claims in re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings
in foreign jurisdictions (e.g., opposition proceedings), or we may choose to challenge a third party's patent in patent opposition
proceedings in the Canadian Intellectual Property Office ("CIPO") the European Patent Office ("EPO") or another
foreign patent office. Even if successful, the costs of these opposition proceedings could be substantial, and may consume our time or
other resources. If we fail to obtain a favorable result at the USPTO, CIPO, EPO or other patent office then we may be exposed to litigation
by a third party alleging that the patent may be infringed by our product candidates or proprietary technologies.

 Furthermore,
because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some
of our confidential information could be compromised by disclosure during this type of litigation. In addition, there could be public
announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive
these results to be negative, that perception could have a substantial adverse effect on the price of our Common Stock. Any of the foregoing
could have a material adverse effect on our business financial condition, results of operations and prospects.

 We
have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world.

 We
currently have limited intellectual property rights outside the U.S. Filing, prosecuting and defending patents on product candidates
in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside
the U.S. can be less extensive than those in the U.S. In addition, the laws of some foreign countries do not protect intellectual property
rights to the same extent as federal and state laws in the U.S. For example, patents covering therapeutic methods of treating humans
are not available in many foreign countries. Consequently, we may not be able to prevent third parties from practicing our inventions
in all countries outside the U.S., or from selling or importing products made using our inventions in and into the U.S. or other jurisdictions.
Competitors may use our technologies in jurisdictions where we do not have or have not obtained patent protection to develop their own
products and, further, may export otherwise infringing products to territories where we have patent protection but where enforcement
is not as strong as that in the U.S. These products may compete with our product candidates in jurisdictions where we do not have any
issued patents and our patent claims or other intellectual property rights may not be effective or sufficient to prevent them from competing.

 Many
companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The
legal and political systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents,
trade secrets and other intellectual property protection, particularly those relating to biopharmaceutical products, which could make
it difficult for us to stop the infringement of our patents or marketing of competing products against third parties in violation of
our proprietary rights generally. The initiation of proceedings by third parties to challenge the scope or validity of our patent rights
in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business. Proceedings
to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other
aspects of our business, could be impossible or impractical due to sanctions or trade disputes between countries, could put our patents
at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties
to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may
not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate
to obtain a significant commercial advantage from the intellectual property that we develop or license.

 Obtaining
and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements
imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

 Periodic
maintenance fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime
of the patent. The USPTO and various foreign patent agencies also require compliance with a number of procedural, documentary, fee payment
and other provisions during the patent application process and following the issuance of a patent. While an inadvertent lapse can in
many cases be cured by payment of a late fee or by other means in accordance with the applicable laws and rules, there are situations
in which noncompliance can result in irrevocable abandonment or lapse of the patent or patent application, resulting in partial or complete
loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patent
application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees
and failure to properly legalize and submit formal documents. Were a noncompliance event to occur, our competitors might be able to enter
the market, which would have a material adverse effect on our business financial condition, results of operations and prospects.

 Changes
in patent law in the U.S. and in non-U.S. jurisdictions could diminish the value of patents in general, thereby impairing our ability
to protect our product candidates.

 As
is the case with other pharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents. Obtaining
and enforcing patents in the pharmaceutical industry involves both technological and legal complexity, and is therefore costly, time-consuming
and inherently uncertain.

 Past
or future patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications
and the enforcement or defense of our issued patents. For example, in March 2013, under the Leahy-Smith America Invents Act ("America
Invents Act"), the U.S. moved from a "first to invent" to a "first-inventor-to-file" patent system. Under
our "first-inventor-to-file" system, assuming the other requirements for patentability are met, the first inventor to file
a patent application generally will be entitled to a patent on the invention regardless of whether another inventor had made the invention
earlier. The America Invents Act includes a number of other significant changes to U.S. patent law, including provisions that affect
the way patent applications are prosecuted, redefine prior art and establish a new post-grant review system. The effects of these changes
continue to evolve as the USPTO continues to promulgate new regulations and procedures in connection with the America Invents Act and
many of the substantive changes to patent law, including the "first-inventor-to-file" provisions, only became effective in
March 2013. In addition, the courts have yet to address many of these provisions and the applicability of the act and new regulations
on the specific patents discussed in this filing have not been determined and would need to be reviewed. Moreover, the America Invents
Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the
enforcement or defense of our issued patents.

 Recent
cases by the U.S. Supreme Court have held that certain methods of treatment or diagnosis are not patent-eligible. U.S. law regarding
patent-eligibility continues to evolve. While we do not believe that any of our patents will be found invalid based on these changes
to US patent law, we cannot predict how future decisions by the courts, the U.S. Congress or the USPTO may impact the value of our patents.
Any similar adverse changes in the patent laws of other jurisdictions could also have a material adverse effect on our business, financial
condition, results of operations and prospects.

 Patent
terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time.

 Patents
have a limited lifespan. In the U.S., if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years
from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection
it affords, is limited. Even if patents covering our product candidates are obtained, once the patent life has expired, we may be open
to competition from competitive products, including generics. Given the amount of time required for the development, testing and regulatory
review of new product candidates, patents protecting our product candidates might expire before or shortly after our or our partners
commercialize those candidates. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude
others from commercializing products similar or identical to ours.

 If
we do not obtain patent term extension for any product candidates we may develop, our business may be materially harmed.

 Depending
upon the timing, duration and specifics of any FDA marketing approval of any product candidates we may develop, one or more of our U.S.
patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, (the
"Hatch-Waxman Amendments"). The Hatch-Waxman Amendments permit a patent extension term of up to five years as compensation
for patent term lost during clinical trials and the FDA regulatory review process. A patent term extension cannot extend the remaining
term of a patent beyond a total of 14 years from the date of product approval, only one patent per product may be extended and only those
claims covering the approved drug, a method for using it, or a method for manufacturing it may be extended. U.S. and ex-U.S. law concerning
patent term extensions and foreign equivalents continue to evolve. Even if we were to seek a patent term extension, it may not be granted
because of, for example, the failure to exercise due diligence during the testing phase or regulatory review process, the failure to
apply within applicable deadlines, the failure to apply prior to expiration of relevant patents, or any other failure to satisfy applicable
requirements. Moreover, the applicable time period of extension or the scope of patent protection afforded could be less than we request.
If we are unable to obtain patent term extension or term of any such extension is less than we request, our competitors may obtain approval
of competing products following our patent expiration sooner than expected, and our business, financial condition, results of operations
and prospects could be materially harmed.

 Risks
Related to Our Series F Preferred Stock

 Holders
of our Series F Preferred Stock are entitled to certain payments under the Certificate of Designation that may be paid in cash or in
shares of Common Stock depending on the circumstances. If we make these payments in cash, it may require the expenditure of a substantial
portion of our cash resources. If we make these payments in Common Stock, it may result in substantial dilution to the holders of our
Common Stock.

 Under
the Certificate of Designations (the "Certificate of Designation") of our Series F Convertible Preferred Stock
("Series F Preferred Stock"), we are required to redeem the shares of Series F Preferred Stock in 12 equal monthly
installments, commencing on July 1, 2023. Holders of our Series F Preferred Stock are also entitled to receive dividends, payable in
arrears monthly, and dividends payable on installment dates shall be paid as part of the applicable installment amount. Installment
amounts are payable, at the company's election, in shares of Common Stock or, subject to certain limitations, in cash.
Installment amounts paid in cash must be paid in the amount of 105% of the applicable payment amount due. For an installment amounts
paid in shares of Common Stock, the number of shares of Common Stock shall be calculated by dividing the applicable payment amount
due by the "installment conversion price." The installment conversion price shall be equal to the lower of (i) the
Conversion Price (as defined in the Certificate of Designation) in effect as of the applicable payment date and (ii) the greater of
(A) 80% of the average of the three lowest closing prices of our Common Stock during the thirty trading day period immediately prior
to the date the payment is due or (B) $6.60 (subject to adjustment for stock splits, stock dividends, stock combinations,
recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock
Market.

 Our ability to make payments due to the holders of our Series F Preferred
Stock using shares of Common Stock is subject to certain limitations set forth in the Certificate of Designation. If we are unable to make installment payments in shares of Common
Stock, we may be forced to make such payments in cash. If we do not have sufficient cash resources to make these payments, we may need
to raise additional equity or debt capital, and we cannot provide any assurance that we will be successful in doing so. If are unable
to raise sufficient capital to meet our payment obligations, we may need to delay, reduce or eliminate certain research and development
programs or other operations, sell some or all of our assets or merge with another entity.

 Our ability to make payments due to the holders of our Series F Preferred
Stock using cash is also limited by the amount of cash we have on hand at the time such payments are due as well as certain provisions
of the Delaware General Corporation Law (the "DGCL"). Further, we intend to make the installment payments due to holders of
Series F Preferred Stock in the form of Common Stock to the extent allowed under the Certificate of Designation and applicable law in
order to preserve our cash resources. The issuance of shares of Common Stock to the holders of our Series F Preferred Stock with increase
the number of shares of Common Stock outstanding and could result in substantial dilution to the existing holders of our Common Stock.

 The
Certificate of Designation for the Series F Preferred Stock and the warrants issued concurrently therewith contain anti-dilution provisions
that may result in the reduction of the conversion price of the Series F Preferred Stock or the exercise price of such warrants in the
future. These features may increase the number of shares of Common Stock being issuable upon conversion of the Series F Preferred Stock
or upon the exercise of the warrants.

 The
Certificate of Designation and the warrants issued concurrently with the Series F Preferred Stock (the "February 2023 Warrants")
contain anti-dilution provisions, which provisions require the lowering of the applicable conversion price or exercise, as then in effect,
to the purchase price of equity or equity-linked securities issued in subsequent offerings. If in the future, while any of our Series
F Preferred Stock or February 2023 Warrants are outstanding, we issue securities for a consideration per share of Common Stock (the "New
Issuance Price") that is less than the Conversion Price of our Series F Preferred Stock or the exercise price of the February 2023
Warrants, as then in effect, we will be required, subject to certain limitations and adjustments as provided in the Certificate of Designation
or the February 2023 Warrants, to reduce the Conversion Price or the exercise price to be equal to the New Issuance Price, which will
result in a greater number of shares of Common Stock being issuable upon conversion or exercise, as applicable, which in turn will increase
the dilutive effect of such conversion or exercise on existing holders of our Common Stock. It is possible that we will not have a sufficient
number of shares available to satisfy the conversion of the Series F Preferred Stock or the exercise of the February 2023 Warrants if
we enter into a future transaction that reduces the applicable Conversion Price or exercise price. If we do not have a sufficient number
of available shares for any Series F Preferred Stock conversions or February 2023 Warrant exercises, we may need to seek shareholder
approval to increase the number of authorized shares of our Common Stock, which may not be possible and will be time consuming and expensive.
The potential for such additional issuances may depress the price of our Common Stock regardless of our business performance and may
make it difficult for us to raise additional equity capital while any of our Series F Preferred Stock or February 2023 Warrants are outstanding.

 Under
the February 2023 Securities Purchase Agreement we are subject to certain restrictive covenants that may make it difficult to procure
additional financing.

 The
Securities Purchase Agreement pursuant to which we issued the Series F Preferred Stock ("February 2023 SPA") contains the
following restrictive covenants: (i) until all of the February 2023 Warrants are exercised, we agreed not to enter into any variable
rate transactions; (ii) for approximately ten months after the execution of the February 2023 SPA, we agreed not to issue or sell any
equity security or convertible security, subject to certain exceptions; and (iii) we agreed to offer to the investors party to the February
2023 SPA, until the later of no Series F Preferred Shares being outstanding and the maturity date of the Series F Preferred Shares, the
opportunity to participate in any subsequent securities offerings by us. If we require additional funding while these restrictive covenants
remain in effect, we may be unable to effect a financing transaction while remaining in compliance with the terms of the February 2023
SPA, or we may be forced to seek a waiver from the investors party to the February 2023 SPA.

 General
Risk Factors

 Offers
or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

 Sales
of a significant number of shares of our Common Stock in the public market could harm the market prices of our Common Stock and make
it more difficult for us to raise funds through future offerings of Common Stock or other securities. Our stockholders and the holders
of our options and warrants may sell substantial amounts of our Common Stock in the public market. In addition, we may be required to
issue shares of Common Stock to the holders of our Series F Preferred Stock upon conversion of shares of our Series F Preferred Stock
and the payment of the dividends thereunder in Common Stock as a result of the full ratchet anti-dilution price protection in the Certificate
of Designation if the effective Common Stock purchase price in a subsequent offering is less than the then current Series F Preferred
Stock conversion price, which in turn will increase the number of shares of Common Stock available for sale. See "Risk Factors—Risks
Related to Our Series F Preferred Stock—The Certificate of Designation for the Series F Preferred Stock and the warrants issued
concurrently contain anti-dilution provisions that may result in the reduction of the conversion price of the Series F Preferred Stock
or the exercise price of such warrants in the future. These features may increase the number of shares of Common Stock being issuable
upon conversion of the Series F Preferred Stock or upon the exercise of the warrants."

 In
addition, the fact that our stockholders can sell substantial amounts of our Common Stock in the public market, whether or not sales
have occurred or are occurring, could make it more difficult for us to raise additional financing through the sale of equity or equity-related
securities in the future at a time and price that we deem reasonable or appropriate, or at all.

 An
active trading market for our Common Stock may not be sustained.

 The
listing of our Common Stock on The Nasdaq Capital Market ("Nasdaq") does not assure that a meaningful, consistent and liquid
trading market exists. An active trading market for shares of our Common Stock may not be sustained. If an active market for our Common
Stock is not sustained, it may be difficult for investors to sell their shares either without depressing the market price for the shares
or at all.

 We
are subject to various internal control reporting requirements under the Sarbanes-Oxley Act. We can provide no assurance that we will
at all times in the future be able to report that our internal controls over financial reporting are effective.

 As
a public company, we are required to comply with Section 404 ("Section 404") of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act"). In any given year, we cannot be certain as to the time of completion of our internal control evaluation, testing and remediation
actions or of their impact on our operations. Upon completion of this process, we may identify control deficiencies of varying degrees
of severity under applicable SEC and Public Company Accounting Oversight Board (U.S.) rules and regulations. Our management, including
our principal executive officer and principal financial officer, does not expect that our internal controls and disclosure controls will
prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there
are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, in our company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple errors or mistakes. Further, controls can be circumvented by individual acts of some persons, by collusion
of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated
goals under all potential future conditions. Over time, a control may be inadequate because of changes in conditions, such as growth
of the company or increased transaction volume, or the degree of compliance with the policies or procedures may deteriorate. Because
of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 In
addition, as a public company, we are required to report, among other things, control deficiencies that constitute material weaknesses
or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting.
A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of our annual consolidated financial statements will not be prevented
or detected on a timely basis. If we fail to comply with the requirements of Section 404 or if we report a material weakness, we might
be subject to regulatory sanction and investors may lose confidence in our consolidated financial statements, which may be inaccurate
if we fail to remedy such material weakness.

 We
incur increased costs and demands on management as a result of compliance with laws and regulations applicable to public companies, which
could harm our operating results.

 As
a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company, including costs
associated with public company reporting requirements. In addition, the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules implemented
by the SEC and Nasdaq, impose a number of requirements on public companies, including with respect to corporate governance practices.
Our management and other personnel need to devote a substantial amount of time to these compliance and disclosure obligations. Moreover,
compliance with these rules and regulations has increased our legal, accounting and financial compliance costs and has made some activities
more time-consuming and costly. It is also more expensive for us to obtain director and officer liability insurance.

 If we fail to comply with the continued listing
requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access
the capital markets could be negatively impacted.

 Our common stock is currently
listed for trading on The Nasdaq Capital Market. We must satisfy Nasdaq's continued listing requirements, including, among other
things, a minimum stockholders' equity of $2.5 million and a minimum closing bid price of $1.00 per share or risk delisting,
which would have a material adverse effect on our business. A delisting of our common stock from The Nasdaq Capital Market could materially
reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition,
delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may
result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities.

 As previously disclosed, on October
11, 2023, we received a written notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market
indicating that for the last 30 consecutive business days, the bid price for our Common Stock had closed below the minimum $1.00 per share
requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement").
The letter also indicated that the Company will be provided with a compliance period until April 8, 2024 (the "Compliance Period"),
in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

 Effective as of 4:05 p.m. Eastern
Standard Time on February 14, 2024, we effected the Reverse Stock Split of our common stock at a ratio of one-for-thirty. Simultaneously
with the Reverse Stock Split, number of shares of our common stock authorized for issuance was reduced from 500,000,000 shares to 16,666,666
shares, and our authorized capital stock was reduced from 550,000,000 shares to 66,666,666 shares. Our common stock continued to be traded
on the Nasdaq Capital Market under the symbol MyMD and began trading on a split-adjusted basis at market open on February 15, 2024. On
March 4, 2024, we were notified by Nasdaq that we had regained compliance with all Nasdaq listing requirements and the matter was closed.

 There is no assurance that we
will maintain compliance with such minimum listing requirements. If our common stock were delisted from Nasdaq, trading of our common
stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market
maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking
to buy, our common stock on an over-the-counter market, and many investors would likely not buy or sell our common stock due to difficulty
in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other
reasons. In addition, as a delisted security, our common stock would be subject to SEC rules as a "penny stock," which impose
additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost
per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the
price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our common stock. In addition,
delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may
result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities.
For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our common stock, causing the
value of an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations,
including our ability to attract and retain qualified employees and to raise capital.

 We
may issue additional equity securities in the future, which may result in dilution to existing investors.

 To
the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. The combined
Company may, from time to time, sell additional equity securities in one or more transactions at prices and in a manner it determines.
If we sell additional equity securities, existing stockholders may be materially diluted. In addition, new investors could gain rights
superior to existing stockholders, such as liquidation and other preferences. In addition, the number of shares available for future
grant under our equity compensation plans may be increased in the future. In addition, the exercise or conversion of outstanding options
or warrants to purchase shares of capital stock may result in dilution to our stockholders upon any such exercise or conversion.

 All
of our outstanding shares of Common Stock are, and any shares of our Common Stock that may be issued in the future in respect of potential milestone payments, will be,
freely tradable without restrictions or further registration under the Securities Act of 1933, as amended (the "Securities Act"),
except for shares subject to lock-up agreements, and any shares held by affiliates, as defined in Rule 144 under the Securities Act.
Rule 144 defines an affiliate as a person who directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, the Company and would include persons such as our directors and executive officers and large shareholders.
In turn, resales, or the perception by the market that a substantial number of resales could occur, could have the effect of depressing
the market price of our Common Stock.

 In
addition, we may be required to issue an indeterminate number of shares of Common Stock to the holders of our Series F Preferred Stock
and the February 2023 Warrants upon the conversion or exercise of either, as applicable. See "Risk Factors—Risks Related
to Our Series F Preferred Stock— Holders of our Series F Preferred Stock are entitled to certain payments under the Certificate
of Designation that may be paid in cash or in shares of Common Stock depending on the circumstances. If we make these payments in cash,
it may require the expenditure of a substantial portion of our cash resources. If we make these payments in Common Stock, it may result
in substantial dilution to the holders of our Common Stock." and "Risk Factors—Risks Related to Our Series F Preferred
Stock—The Certificate of Designation for the Series F Preferred Stock and the warrants issued concurrently contain anti-dilution
provisions that may result in the reduction of the conversion price of the Series F Preferred Stock or the exercise price of such warrants
in the future. These features may increase the number of shares of Common Stock issuable upon conversion of the Series F Preferred Stock
or upon the exercise of the warrants."

 We
do not anticipate paying cash dividends on our Common Stock and, accordingly, stockholders must rely on stock appreciation for any return
on their investment.

 We
have never declared or paid cash dividends on our Common Stock and do not expect to do so in the foreseeable future. So long as any shares
of Series F Preferred Stock are outstanding, as they are at this time, we are not able to declare or pay any cash dividend or distribution
on any of our capital stock (other than as required by the Certificate of Designation) without the prior written consent of the Required
Holders (as defined in the Certificate of Designation). The declaration of dividends is further subject to the discretion of our board
of directors and limitations under applicable law, and will depend on various factors, including our operating results, financial condition,
future prospects and any other factors deemed relevant our board of directors. You should not rely on an investment in us if you require
dividend income from your investment in us. The success of your investment will likely depend entirely upon any future appreciation of
the market price of our Common Stock, which is uncertain and unpredictable. There is no guarantee that our Common Stock will appreciate
in value.

 If
securities analysts do not publish research or reports about our business, or if they publish negative evaluations, the price of our
Common Stock could decline.

 The
trading market for our Common Stock relies in part on the availability of research and reports that third-party industry or financial
analysts publish about us. There are many large, publicly traded companies active in the life sciences and biopharmaceutical industries,
which may mean it will be less likely that we receive widespread analyst coverage. Furthermore, if one or more of the analysts who do
cover the Company (if any) downgrades our stock, our stock price would likely decline. If one or more of these analysts cease coverage
of the Company, we could lose visibility in the market, which in turn could cause our stock price to decline. Additionally, if securities
analysts publish negative evaluations of competitors in the life sciences and biopharmaceutical industries, the comparative effect could
cause our stock price to decline.

 Anti-takeover
provisions of our certificate of incorporation, our bylaws and Delaware law could make an acquisition of us, which may be beneficial
to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove the current members of our board
and management.

 Certain
provisions of our certificate of incorporation and bylaws could discourage, delay or prevent a merger, acquisition or other change of
control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares.
Furthermore, these provisions could prevent or frustrate attempts by our stockholders to replace or remove members of our board of directors.
These provisions also could limit the price that investors might be willing to pay in the future for our securities, thereby depressing
the market price of our securities. Stockholders who wish to participate in these transactions may not have the opportunity to do so.
These provisions, among other things:

 allow
 the authorized number of directors to be changed only by resolution of our board of directors;

 authorize
 our board of directors to issue, without stockholder approval, preferred stock, the rights
 of which will be determined at the discretion of the board of directors and that, if issued,
 could operate as a "poison pill" to dilute the stock ownership of a potential
 hostile acquirer to prevent an acquisition that our board of directors does not approve;

 establish
 advance notice requirements for stockholder nominations to our board of directors or for
 stockholder proposals that can be acted on at stockholder meetings; and

 limit
 who may call a stockholder meeting.

 In
addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law that may, unless certain criteria
are met, prohibit large stockholders, in particular those owning 15% or more of the voting rights on our common stock, from merging or
combining with us for a prescribed period of time.

 We
have been subject to a number of securities litigations, and we may be subject to similar or other litigation in the future.

 We
have been subject to a number of litigations as described elsewhere in this Annual Report on Form 10-K and in Note 8 to our
consolidated financial statements. In connection with certain of these litigations, we have entered into settlements of claims for
significant monetary damages. We may also be subject to judgements or enter into additional settlements of claims for significant
monetary damages for the securities litigations that we have yet to enter into settlement agreements. Defending against the current
litigations is or can be time-consuming, expensive and cause diversion of our management's attention.

 Companies
that have experienced volatility in the market price of their stock have frequently been the objects of securities class action litigation.
We may be the target of this type of litigation in the future. Class action and derivative lawsuits could result in substantial costs
to us and cause a diversion of our management's attention and resources, which could materially harm our financial condition and
results of operations.

 With
respect to any litigation, our insurance may not reimburse us, or may not be sufficient to reimburse us, for the expenses or losses we
may suffer in contesting and concluding such lawsuit. Substantial litigation costs, including the substantial self-insured retention
that we are required to satisfy before any insurance applies to a claim, unreimbursed legal fees or an adverse result in any litigation
may adversely impact our business, operating results or financial condition. We believe that our directors' and officers'
liability insurance will cover our potential liability with respect to any securities class-action lawsuit; however, the insurer has
reserved its rights to contest the applicability of the insurance to such claims and the limits of the insurance may be insufficient
to cover any eventual liability.

 Item
1B. Unresolved Staff Comments.

 Not
applicable.

 Item
1C. Cybersecurity.

 We
operate in the biotechnology sector, which is subject to various cybersecurity risks that could adversely affect our business, financial
condition, and results of operations, including intellectual property theft; fraud; extortion; harm to employees or customers; violation
of privacy laws and other litigation and legal risk; and reputational risk. We recognize the importance of assessing, identifying, and
managing material risks associated with cybersecurity threats. Both our executive management team and our board of directors are involved
in the assessment, identification, and management of such risks, including prevention, mitigation, detection, and remediation of cybersecurity
incidents.

 Our
executive management team is responsible for day-to-day assessment, identification and management of material risks from cybersecurity
threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents. The executive management team monitors current events in order to remain aware of current cybersecurity
threats and is informed of cybersecurity incidents as they arise by our frontline personnel.

 Our
board of directors is responsible for oversight of risks from cybersecurity threats in conjunction with our executive management team.
Our board of directors receives updates from our management team with respect to risks from cybersecurity threats and are notified of
any new significant cybersecurity threats or incidents as they arise. Additionally, our board of directors considers risks from cybersecurity
threats as part of its overall assessment of risk management, including its general oversight of the Company's business strategy,
risk management policies, and financials.

 To
date, no cybersecurity incident (or aggregation of incidents) or cybersecurity threat has materially affected our business strategy,
results of operations or financial condition, and we are not aware of any cybersecurity incidents that are reasonably likely to materially
affect the Company, including our business strategy, results of operations, or financial condition. For further information regarding
the risks associated with cybersecurity incidents, see "Risk Factors—Our business and operations would suffer in the event
of computer system failures, cyber-attacks or deficiencies in our cyber-security or those of third-party providers" in Item 1A
of this Annual Report on Form 10-K.

 Item
2. Properties.

 The
company leases as its corporate headquarters an office facility located at 855 North Wolfe Street, Suite 601, Baltimore, Maryland 20215.
The lease as amended has a twelve-month term beginning on December 1, 2022, which term shall automatically renew thereafter until termination
by either party upon 60 days' notice. The monthly rent is approximately $4,532 and will increase 3% on each anniversary of the
December 1, 2022 effective date.

 We
believe our current facilities are sufficient and adequate for our current needs.

 Item
3. Legal Proceedings.

 From
time to time we are a party to litigation and subject to claims incident to the ordinary course of business. Future litigation may be
necessary to defend ourselves and our customers by determining the scope, enforceability, and validity of third-party proprietary rights
or to establish our proprietary rights. For a discussion of material legal proceedings affecting us as of December 31, 2023, please read
Note 8 to the consolidated financial statements under "Litigation and Settlements," which information is incorporated herein
by reference.

 Item
4. Mine Safety Disclosures.

 Not
Applicable.

 Part
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
Common Stock began trading on the Nasdaq Capital Market under the symbol "AKER" on January 23, 2014. On April 19, 2021, the
symbol for our Common Stock changed to "MYMD."

 Holders

 As
of March 29, 2024, there were approximately 700 holders of record of our Common Stock.

 Dividends

 Except
as described herein, we have never paid any cash or other dividends to our stockholders and we do not plan to declare or pay any cash
or other dividends in the foreseeable future. On or around September 9, 2020, our Board declared a dividend of one preferred share purchase
right for each share of our Common Stock outstanding held by stockholders of record on September 21, 2020. We currently intend to retain
earnings, if any, for use in the operation and expansion of our business. Subject to the foregoing, the payment of cash dividends in
the future, if any, will be at the discretion of our Board and will depend on such factors as earning levels, contractual restrictions,
capital requirements, our overall financial condition and any other factors deemed relevant by the Board.

 Unregistered
Sales of Securities

 None.

 Issuer
Purchases of Equity Securities

 We
did not repurchase any of our equity securities during the fourth quarter of the fiscal year ended December 31, 2023.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
information set forth below should be read in conjunction with our consolidated financial statements and related notes thereto included
elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements based on our current expectations,
assumptions, estimates and projections. These forward-looking statements involve risks and uncertainties. Our actual results could differ
materially from those indicated in these forward-looking statements as a result of certain factors, including those discussed in Item
1 of this Annual Report on Form 10-K, entitled "Business," under "Forward-Looking Statements" and Item 1A of
this Annual Report on Form 10-K, entitled "Risk Factors." References in this discussion and analysis to "us,"
"we," "our," or "the Company" refer collectively to MyMD Pharmaceuticals, Inc.

 Our
financial statements are prepared in accordance with GAAP. These accounting principles require us to make certain estimates, judgments
and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available
to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the
reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and
expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between
these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP
and does not require management's judgment in its application. There are also areas in which management's judgment in selecting
any available alternative would not produce a materially different result. The following discussion should be read in conjunction with
our financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.

 This
annual report on Form 10-K and other reports filed by the Company from time to time with the Securities and Exchange Commission (the
"SEC" and such reports, collectively, the "Filings") contain or may contain forward-looking statements and information
that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions
made by Company's management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are
only predictions and speak only as of the date hereof. When used in the Filings, the words "anticipate," "believe,"
"estimate," "expect," "future," "intend," "plan," or the negative of these
terms and similar expressions as they relate to the Company or the Company's management identify forward-looking statements. Such
statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions,
and other factors, including the risks relating to the Company's business, industry, and the Company's operations and results
of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 Important
factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking
statements include, but are not limited to:

 fluctuation
 and volatility in market price of our Common Stock due to market and industry factors, as well as general economic, political and
 market conditions;

 the
 impact of dilution on our shareholders;

 our
 ability to realize the intended benefits of the Merger (as defined below) and the Contribution Transaction (as defined below);

 the
 impact of our ability to realize the anticipated tax impact of the Merger;

 the
 outcome of litigation or other proceedings we may become subject to in the future;

 delisting
 of our Common Stock from the Nasdaq;

 our
 availability and ability to continue to obtain sufficient funding to conduct planned research and development efforts and realize
 potential profits;

 our
 ability to develop and commercialize our product candidates, including MYMD-1, Supera-CBD and other future product candidates;

 the
 impact of the complexity of the regulatory landscape on our ability to seek and obtain regulatory approval for our product candidates,
 both within and outside of the U.S.;

 the
 required investment of substantial time, resources and effort for successful clinical development and marketization of our product
 candidates;

 challenges
 we may face with maintaining regulatory approval, if achieved;

 the
 potential impact of changes in the legal and regulatory landscape, both within and outside of the U.S.;

 the impact of pandemics, such as COVID-19, on the administration, funding
and policies of regulatory authorities, both within and outside of the U.S.;

 our
 dependence on third parties to conduct pre-clinical and clinical trials and manufacture its product candidates;

 the impact of the pandemics, such as COVID-19, on our results of operations,
business plan and the global economy;

 challenges
 we may face with respect to our product candidates achieving market acceptance by providers, patients, patient advocacy groups, third
 party payors and the general medical community;

 the
 impact of pricing, insurance coverage and reimbursement status of our product candidates;

 emerging
 competition and rapidly advancing technology in our industry;

 our
 ability to obtain, maintain and protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary
 rights of others and prevent others from infringing on its proprietary rights;

 our
 ability to maintain adequate cyber security and information systems;

 our
 ability to achieve the expected benefits and costs of the transactions related to the acquisition of Supera Pharmaceuticals, Inc.
 ("Supera");

 our
 ability to effectively execute and deliver our plans related to commercialization, marketing and manufacturing capabilities and strategy;

 emerging
 competition and rapidly advancing technology in our industry;

 our
 ability to obtain adequate financing in the future on reasonable terms, as and when we need it;

 challenges
 we may face in identifying, acquiring and operating new business opportunities;

 our
 ability to retain and attract senior management and other key employees;

 our
 ability to quickly and effectively respond to new technological developments;

 changes
 in political, economic or regulatory conditions generally and in the markets in which we operate; and

 our
 compliance with all laws, rules, and regulations applicable to our business.

 Overview

 Following
the closing of the Merger and the Contribution Transaction described below that occurred on April 16, 2021, we have been focused on developing
and commercializing two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD:

 is a clinical stage small molecule that regulates the immunometabolic system to treat autoimmune disease, including (but not limited
 to) multiple sclerosis, diabetes, rheumatoid arthritis, and inflammatory bowel disease. MYMD-1 is being developed to treat age-related
 illnesses such as frailty and sarcopenia. MYMD-1 works by regulating the release of numerous pro-inflammatory cytokines, such as
 TNF-, interleukin 6 ("IL-6") and interleukin 17 ("IL-17"). MYMD-1 currently is being evaluated in
 patients with sarcopenia (age-related muscle loss). The company has significant intellectual property coverage to protect these autoimmune
 indications, as well as therapy as an anti-aging product;

 MyMD
 in collaboration with its CRO is in the final stages of preparing the end of Phase II, "A double-blind, randomized, Phase 2
 study to investigate the efficacy, tolerability and pharmacokinetics of MYMD1 in the treatment of participants aged 65 years or older
 with chronic inflammation associated with sarcopenia/frailty" for submission to the FDA. The submission is planned for the
 beginning of the second quarter of 2024. Exploratory analysis indicates the biomarker sTNFR1 is the most sensitive biomarker for
 Sarcopenia patients aged 65-75 years old.

 A
 phase II study for rheumatoid arthritis, "A double-blind, randomized, placebo-controlled multicenter Phase II proof-of-concept
 study to evaluate the efficacy, safety, biological activity, and pharmacokinetics of MYMD-1 added to methotrexate in patients
 with moderate-to-severe active rheumatoid arthritis" IND application was reviewed and approved by the FDA to begin clinical
 trials on August 9, 2023.

 On
 November 17, 2023 an Annual Report was submitted to the FDA.

 We completed enrollment in the fourth and final cohort of patients in the Phase 2 Aging and Sarcopenia Study ("A Double-Blind,
 Placebo-controlled, Randomized Study to Investigate the Efficacy, Tolerability and Pharmacokinetics of MYMD-1 in The Treatment of
 Participants Aged 65 Years or Older with Chronic Inflammation Associated with Sarcopenia/Frailty"). As mentioned above, MyMD
 is preparing the submission to the FDA in the beginning of the second quarter of 2024. Exploratory analysis indicates the biomarker
 sTNFR1 is the most sensitive biomarker for Sarcopenia patients aged 65-75 years old. PK analysis indicates that PK/PD strategy is
 consistent at measurements of biomarkers 2-4 hours post-dose. There were no serious adverse events reported, no subject dropout's
 secondary to an adverse event. Additionally, there were no clinically significant cardiovascular, ECG issues, or neurotoxicity issues
 with any patients during the study.

 Supera-CBD is a synthetic
 analog of cannabidiol ("CBD") being developed to treat various conditions, including, but not limited to, epilepsy, pain,
 and anxiety/depression, through its effects on the CB2 receptor, and a monoamine oxidase enzyme ("MAO") type B. Supera-CBD
 has shown tremendous promise in treating neuroinflammatory and neurodegenerative diseases, and will be a major focus as the Company
 moves forward.

 The
rights to Supera-CBD were previously owned by Supera and were acquired by MyMD Florida (as defined below) immediately prior to the closing
of the Merger.

 2021
Merger and Milestone Payments

 On
April 16, 2021, pursuant to the previously announced Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (as subsequently
amended, the "Merger Agreement"), by and among the Company, previously known as Akers Biosciences, Inc., XYZ Merger Sub,
Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), and MyMD Pharmaceuticals (Florida), Inc., a Florida corporation
previously known as MyMD Pharmaceuticals, Inc. ("MyMD Florida"), Merger Sub was merged with and into MyMD Florida, with MyMD
Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of the Company (the "Merger").
The Merger consideration included potential milestone payments to the pre-Merger MyMD Florida stockholders (the "Milestone Payments")
payable in shares of the Company's Common Stock upon the achievement of certain market capitalization milestone events (the "Milestone
Events") during the 36-month period immediately following the closing of the Merger (the "Milestone Period"). The Milestone
Events and corresponding Milestone Payments are set forth in the table below.

 Milestone
 Event

 Milestone
 Payment

 Market
 capitalization of the combined company for at least ten (10) trading days during any 20 consecutive trading day period during the
 Milestone Period is equal to or greater than $500,000,000 (the "First Milestone Event").

 $20,000,000

 For
 every $250,000,000 incremental increase in market capitalization of the combined company after the First Milestone Event to the extent
 such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period,
 up to a $1,000,000,000 market capitalization of the combined company.

 $10,000,000
 per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization
 equal to $1,000,000,000, such $10,000,000 payment in respect of such incremental increase shall be payable without duplication of
 any amount payable in respect of a Second Milestone Event, as defined below).

 Market
 capitalization of the combined company for at least 10 trading days during any 20 consecutive trading day period during the Milestone
 Period is equal to or greater than $1,000,000,000 (the "Second Milestone Event")

 $25,000,000

 For
 every $1,000,000,000 incremental increase in market capitalization of the combined company after the Second Milestone Event to the
 extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone
 Period.

 $25,000,000
 per each incremental increase

 For
purposes of the table above, "market capitalization" means, with respect to any trading day, the product of (i) the total
outstanding shares of the combined company Common Stock and (ii) the volume weighted average trading price for the combined company Common
Stock for such trading day.

 The
Company previously owned, through its subsidiary Cystron Biotech, LLC ("Cystron"), an exclusive license from Premas Biotech
PVT Ltd. ("Premas") with respect to Premas' vaccine platform for the development of a vaccine against COVID-19 and
other coronavirus infections. On April 16, 2021, pursuant to the Contribution and Assignment Agreement, dated March 18, 2021 (the "Contribution
Agreement") by and among the Company, Cystron, Oravax Medical, Inc. ("Oravax") and, for the limited purpose set forth
therein, Premas, the Company caused Cystron to contribute substantially all of the assets associated with its business of developing
and manufacturing Cystron's COVID-19 vaccine candidate to Oravax. Oravax is pursuing the development of the COVID-19 vaccine candidate.
MyMD's interest in Oravax consists of 13% of Oravax's outstanding shares of capital stock and the rights to a 2.5% royalty
on all future net sales. MyMD has evaluated several options with respect to its interest in Oravax, including a potential distribution
of Oravax shares to the MyMD shareholders. This would make Oravax a publicly held company. In addition, MyMD currently has the right
to designate a member of the board of directors of Oravax, pursuant to which Mr. Joshua Silverman, our Chairman of the Board, has been
designated to serve as a director of Oravax.

 Reduction
in Workforce

October 2023, the Company implemented a reduction in workforce, eliminating three of the Company's ten employees. Separated employees
were granted a severance package equal to one-quarter of their annual salary.

 On
June 7, 2023, the Company granted the three separated employees' options to purchase an aggregate of 7,668 shares of Common Stock
with an exercise price of $47.10 per share. As consideration for a waiver and release in their separation agreements, the Company amended
the employees' respective June 7, 2023 option agreements to accelerate vesting of the portion of optioned shares that otherwise
would have vested upon the first and second anniversaries of the date of grant. The options have an exercise period of twelve months
from the date of separation.

 Going Concern

 As
of December 31, 2023, the Company's cash on hand was $2,681,010 and marketable securities were $2,242,106. The Company has incurred
a net loss attributable to shareholders of $8,218,163 for the year ended December 31, 2023. As of December 31, 2023, the Company had
working capital of $828,253 and stockholders' equity of $12,369,572 including an accumulated deficit of $101,977,067. During the
year ended December 31, 2023, cash flows used in operating activities were $12,980,625. The Company does not currently have sufficient
available liquidity to fund its operations for at least the next 12 months. Such factors raise substantial doubt about our ability to
sustain operations for at least one year from the issuance of the audited financial statements included in this Annual Report. The accompanying
financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification
of liabilities that might be necessary should we be unable to continue as a going concern.

 In
response to these conditions and events, we are evaluating various financing strategies to obtain sufficient additional liquidity to
meet our operating and capital requirements for the next twelve months following the date of this Annual Report. The potential sources
of financing that we are evaluating include one or any combination of secured or unsecured debt, convertible debt and equity in both
public and private offerings. We also plan to finance near-term operations with our cash on hand, as well as by exploring additional
ways to raise capital. There is no assurance we will manage to raise additional capital or otherwise increase cash flows, if required.
The sources of financing described above that could be available to us and the timing and probability of obtaining sufficient capital
depend, in part, on our further developing and commercializing our product candidates and on future capital market conditions. If our
current assumptions regarding the pace of such development are incorrect, or if there are any other changes or differences in our current
assumptions that negatively impact our financing strategy, we may have to reduce expenditures or significantly delay, scale back or discontinue
the development or commercialization of our product candidates.

 Nasdaq Deficiency

 As previously disclosed, on October
11, 2023, we received a written notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market
indicating that for the last 30 consecutive business days, the bid price for our Common Stock had closed below the minimum $1.00 per share
requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement").
The letter also indicated that the Company would be provided with a compliance period until April 8, 2024 (the "Compliance Period"),
in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

 Effective as of 4:05 p.m. Eastern
Standard Time on February 14, 2024, we effected the Reverse Stock Split of our common stock at a ratio of one-for-thirty. Simultaneously
with the Reverse Stock Split, number of shares of our common stock authorized for issuance was reduced from 500,000,000 shares to 16,666,666
shares, and our authorized capital stock was reduced from 550,000,000 shares to 66,666,666 shares. Our common stock continued to be traded
on the Nasdaq Capital Market under the symbol MyMD and began trading on a split-adjusted basis at market open on February 15, 2024. On
March 4, 2024, we were notified by Nasdaq that we had regained compliance with all Nasdaq listing requirements and the matter was closed.

 Financial
Operations Overview

 We
will not generate revenue from product sales unless and until we successfully complete clinical development, obtain regulatory approval
for, and successfully commercialize our MYMD-1 and Supera-CBD product candidates. The lengthy process of securing marketing approvals
for new drugs requires the expenditure of substantial resources. Any significant delay or failure to obtain regulatory approvals would
materially adversely affect our product candidate's development efforts and our business overall. In addition, if we obtain regulatory
approval for MYMD-1 and/or Supera-CBD, we expect to incur significant expenses related to developing our commercialization capability
to support product sales, marketing, manufacturing and distribution activities.

 We
anticipate that our expenses will increase significantly as we:

 advance
 the development of our MYMD-1 and Supera-CBD;

 initiate
 and continue research and preclinical and clinical development of potential new product candidates;

 maintain,
 expand and protect our intellectual property as it pertains to MYMD-1 and Supera-CBD;

 expand
 our infrastructure and facilities to accommodate our growing employee base and ongoing development activities;

 establish
 agreements with contract research organizations, or CROs, and third-party contract manufacturing organizations, or CMOs, in connection
 with our Supera-CBD preclinical studies, MYMD-1 ongoing and planned clinical trials, Supera-CBD clinical trials and the development
 of our manufacturing capabilities for MYMD-1 and Supera-CBD;

 develop
 the large-scale manufacturing processes and capabilities for the commercialization of our MYMD-1 and Supera-CBD drug products;

 seek
 marketing approvals for our MYMD-1 and Supera-CBD product candidates that successfully complete clinical trials and

 establish
 a sales, marketing and distribution infrastructure to commercialize MYMD-1 and Supera-CBD should we obtain marketing approval

 As
a result of these anticipated expenditures, we will need substantial additional funding to support our continuing operations and pursue
our growth strategy.

 Components
of our Results of Operations

 Revenue

 We
have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the near future.
If our research and development efforts with MYMD-1 and Supera-CBD are successful, we may generate revenue from product sales or through
license agreements with third parties.

 Our
operating expenses are broken into several components, including research and development and general and administrative costs.

 We
expect operating expenses to increase as we progress through the various clinical trials in the development of MYMD-1 and Supera-CBD.

 Research
and Development

 Our
research and development expenses primarily consist of costs associated with the development of MYMD-1 and Supera-CBD. These costs include,
but are not limited to:

 Salaries,
 wages and benefits of the research and development staff;

 agreements with third parties including contract research organizations, preclinical activities and clinical trials;

 Outside
 consultants including fees and expenses;

 Laboratory
 supplies and equipment;

 Regulatory
 compliance; and

 Patent
 application and maintenance costs to protect our intellectual property.

 Four of our six employees are principally involved in research and development activities for either MYMD-1 or Supera-CBD. Their salaries,
wages and benefits are captured as a component of research and development but not allocated to specific projects.

 We
utilize third party contractors and consultants with expertise in specific research or development activities to perform work under the
supervision of our researchers. We believe this allows us to control costs and to progress through the development cycle and to utilize
our staff more efficiently.

 It
is difficult to project with absolute accuracy the duration or final cost of the development of MYMD-1 and Super-CBD or if revenue will
be generated from the commercialization of these components. The process of achieving regulatory approval is very costly and time consuming.
A few of the many factors that contribute to costs of duration include:

 Size
 and scope of pre-clinical trials;

 The
 phases of clinical development and the stage of our product candidates in the cycle;

 Per
 subject trial costs;

 The
 number of sites required for the trials and the availability of appropriate sites to perform the trials;

 The
 time that is required to enroll the appropriate number of trial participants; and

 The
 time required to achieve the approval of regulatory agencies.

 General
and Administrative

 General
and administrative expenses primarily consist of salaries, wages and benefits for our employees in the executive, legal and accounting
functions and third-party costs for legal, accounting, insurance, investor relations, stock market and board expenses.

 Although
treated as components of general and administrative expenses, we have chosen to disclose the following significant items separately:

 Stock
Based Compensation

 Stock
based compensation includes the fair market value, as determined using the Black-Scholes option pricing model, of stock options issued to
key staff and consultants.

 Other
Income (Expense), net

 Other
income (expense), net consists of interest and dividends earned on our cash, cash equivalents, and investments, gains on the sale marketable
securities, losses on equity investments, gains on the forgiveness of debt and an uninsured casualty loss.

 Results
of Operations

of Statements of Operations for the Years Ended December 31, 2023 and 2022

 We
are focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD.
The following table summarized the results of operations for the years ended December 31, 2023 and 2022.

 For the Year Ended

 Percent

 2023

 2022

 Change

 Operating Expenses

 General and Administrative

 5,442,886

 5,520,150

 (1.4
)

 Research and Development

 $
 7,867,795

 9,067,422

 (13.2
)

 Stock Based Compensation

 3,049,537

 695,191

 338.7

 Warrant Issuance Expenses

 762,834

 -

 100.0

 Total Operating Expenses

 $
 17,123,052

 $
 15,282,763

 12.0

 Loss from Operations

 (17,123,052
)

 (15,282,763
)

 (12.0
)

 Other Income (Expense), net

 13,123,102

 85,427

 15,261.8

 Net Loss

 $
 (3,999,950
)

 $
 (15,197,336
)

 73.7

 Preferred Stock Dividends

 4,218,213

 -

 100.0

 Net Loss Attributable to Common Shareholders

 $
 (8,218,163
)

 $
 (15,197,336
)

 45.9

 Revenue

 We
had no revenue from operations during the years ended December 31, 2023 and 2022.

 Administrative

 The
table below summarizes our administrative expenses for the years ended December 31, 2023 and 2022 as well as the percentage of change
year-over-year:

 For the Years Ended

 Percent

 2023

 2022

 Change

 Personnel Costs

 $
 1,410,950

 $
 1,169,180

 20.7

 Professional Service Costs

 1,043,247

 1,609,513

 (35.2
)

 Stock Market & Investor Relations Costs

 901,079

 961,540

 (6.3
)

 Other Administrative Costs

 2,087,610

 1,779,917

 17.3

 Total Administrative Expense

 $
 5,442,886

 $
 5,520,150

 (1.4
)

 Personnel
costs increased $241,770 during the year ended December 31, 2023. The increase is attributable to changes in the base salary for two
executives, bonuses, and the accumulated personal time off and severance paid to separated employees in October and November 2023.

 Professional
services costs decreased $566,266 during the year ended December 31, 2023. These costs included legal, accounting and specialized consulting
services related to the initial and quarterly calculation of the fair market value of the Series F Convertible Preferred Stock and its'
components. The decrease is primarily related to a reduction in the usage of general consultants and the allocation of consulting services
between the administrative and research and development functions.

 Stock
market and investor relations costs decreased $60,461 during the year ended December 31, 2023. These costs include the annual Nasdaq
listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication
efforts, transfer agent fees, and the costs of annual shareholder meetings.

 Other
administrative expenses increased $307,693 during the year ended December 31, 2023. These costs include Board expenses, business insurance,
corporate travel, and other general business expenses. The increase is attributable to an increase in corporate travel expenses, offset
by small reductions in most other general business expense categories.

 Research
and Development Expenses

 The
table below summarizes our research and development expenses for the years ended December 31, 2023 and 2022 as well as the percentage
of change year-over-year:

 For the Year Ended

 Percent

 2023

 2022

 Change

 Salaries and Wages

 $
 1,765,488

 $
 1,087,574

 62.3

 Development Programs

 5,593,041

 3,728,568

 50.0

 Professional Services

 329,271

 119,809

 174.8

 Regulatory Expenses

 21,574

 4,121,848

 (89.5
)

 Other Research and Development Expenses

 158,421

 9,623

 1,546.3

 Total Research and Development Expenses

 $
 7,867,795

 $
 9,067,422

 (13.2
)

 Salaries
and wages increased $677,914 during the year ended December 31, 2023. The increase is attributable to changes in the base salary for
an executive, bonuses, and the accumulated personal time off and severance paid to separated employees in October 2023.

 Development
program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs
increased $1,864,473 during the year ended December 31, 2023, a result of the completion of pre-clinical toxicology studies and the Phase
2 Sarcopenia clinical trial, the analysis of the Phase 2 Sarcopenia study results, and the acquisition of base compounds for use in on-going
studies.

 Professional
services costs increased $209,462 during the year ended December 31, 2023. These costs are primarily related to legal and patent related
fees associated with the protection of our intellectual property and the allocation of consulting services between the research and development
and administrative functions.

 Regulatory
expenses decreased $4,100,274 during the year ended December 31, 2023. Regulatory expenses include clinical research organizations (CRO)
and regulatory consulting fees associated with Phase 2 clinical study designs, protocol preparations and the maintenance of the investigator
brochures. These non-recurring regulatory services were completed in 2022.

 Other
research and development expenses increased $148,798 during the year ended December 31, 2022. These expenses include laboratory supplies,
training and travel for department personnel while working with third-party trial sites. The increase is attributable to specialized
freight costs for materials and travel in support of the studies and data analysis of the Phase 2 Sarcopenia trial results.

 Stock-Based

 During the year ended December 31, 2023, stock-based compensation totaled
$3,049,536. These expenses include stock options issued to directors, staff, and service providers. During the year ended December 31,
2022, stock-based compensation totaled $695,191 for stock options issued to staff and service providers, restricted stock units and Common
Stock warrants issued for services.

 Other
Income and Expense

 The
table below summarizes our other income and expenses for the years ended December 31, 2023 and 2022 as well as the percentage of change
year-over-year:

 For the Years Ended

 Percent

 2023

 2022

 Change

 Interest and Dividend Income

 $
 455,570

 $
 83,991

 442.4

 Gain/(Loss) on Sale of Marketable Securities

 (5,964
)

 107.0

 Gain on changes in fair value of Marketable Securities

 2,958

 (82.6
)

 Gain on changes in fair value of Derivative Liabilities

 3,088,800

 -

 100.0

 Gain on changes in fair value of Warrant Liabilities

 9,756,000

 -

 100.0

 Uninsured Casualty Gain/(Loss)

 (178,198
)

 4,442

 (4,111.7
)

 Total Other Income/(Expense)

 $
 13,123,102

 $
 85,427

 15,261.8

 Other
income, net of expenses, totaled $13,123,102 for the year ended December 31, 2023, and other income, net of expenses, totaled $85,427
for the year ended December 31, 2022.

the year ended December 31, 2023 interest and dividend income, the changes in fair value of our investments and realized gains from the
sale of investments are primarily the result of rising interest rates.

the year ended December 31, 2023, we recorded a gain of $3,088,800 related to the change in fair value of the derivative
liabilities. We estimated the $61,000 fair value of the bifurcated embedded derivative at December 31, 2023 using a Monte Carlo
simulation model, with the following inputs: the fair value of our common stock of $0.26 ($7.80 post reverse split) on the valuation
date, estimated equity volatility of 140.0%, estimated traded volume volatility of 150.0%, the time to maturity of 0.5 year, a
discounted market interest rate of 6.40%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of
3.90%.

the year ended December 31, 2023, we recorded a gain of $9,756,000 related to the change in fair value of the warrant liabilities. The
fair value of the Warrants of approximately $867,000 was estimated at December 31, 2023 utilizing the Black Scholes Model using the following
weighted average assumptions: dividend yield 0%; remaining term of 4.15 years; equity volatility of 120.0%; and a risk-free interest
rate of 3.91%.

 For the year ended December
31, 2023, we identified a casualty loss of $178,198 related to wire fraud due to a compromised electronic
mail account. This incident occurred on May 17, 2023 and was discovered on July 20, 2023 when the vendor notified us of a delinquent invoice.
An investigation determined that the original invoice from the vendor, sent to our consultant on this project, was intercepted and resent
with altered wring instructions from a domain name that varied from the actual vendor's domain by one character. We
notified our cyber insurance carrier on November 9, 2023.During the year ended December
31, 2022, we recovered $4,442 from a financial institution involved in an October, 2021 incident.

 Income
Taxes

 As of December 31, 2023, and 2022, we had U.S. federal net operating loss carry forwards of approximately $113.1 million and $107.1 million,
respectively. Approximately $51.5 million of the U.S. federal net operating loss generated in tax years beginning before January 1, 2018
expire beginning with the year ending December 31, 2024 through 2037. The remaining U.S. federal net operating loss of approximately $61.6
million does not expire, however it is limited to 80% of each subsequent year's net income. As of December 31, 2023, and 2022, we
had U.S. state net operating loss carry forwards of approximately $45.2 million and $41.0 million, respectively, some of which expire
beginning with the year ending December 31, 2024 through 2043.

 Under
Section 382 of the Code, use of our net operating loss carryforwards is limited if we experience a cumulative change in ownership of
greater than 50% in a moving three-year period. We experienced an ownership change as a result of the Merger and therefore our ability
to utilize our net operating loss carryforwards and certain credit carryforwards are limited. The limitation is determined by the fair
market value of our common stock outstanding immediately prior to the ownership change, multiplied by the applicable federal rate. It
is expected that the Merger caused our net operating loss carryforwards to be limited. However, the limitation had no impact on our financial
statements since we recorded a full valuation allowance for our deferred tax assets as of December 31, 2023 and 2022 (See Note 7 to
the Consolidated Financial Statements).

 Liquidity
and Capital Resources

 As of December 31, 2023, the Company's cash on hand was $2,681,010
and marketable securities were $2,242,106. The Company has incurred a net loss attributable to shareholders of $8,218,163 for the year
ended December 31, 2023. As of December 31, 2023, the Company had working capital of $828,253 and stockholders' equity of $12,369,572
including an accumulated deficit of $101,977,067. During the year ended December 31, 2023, cash flows used in operating activities were
$12,980,625. Since inception, the Company has
met its liquidity requirements principally through the sale of its common and preferred stock in public and private placements; however,
there is no assurance that management will be able to obtain additional financing in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern. For more
information, see the section above titled "Going Concern."

Activities

 Our
net cash used by operating activities during the year ended December 31, 2023, were $12,980,625, consisting primarily of a net loss of
$3,999,950 and fair value adjustments of $3,088,800 for derivatives and $9,756,000 for warrants related to the Preferred Shares offset
by non-cash share-based compensation of $3,049,537, an increase in trade and other payables of $1,042,997 and a decrease in prepaid expenses
of $327,439.

 Our
net cash used by operating activities totaled $12,270,068 during the year ended December 31, 2022. Net cash used consisted principally
of the net loss from operations of $15,197,336 partially offset by an increase in trade and other payables of $1,686,595, a decrease
in prepaid expenses of $540,560 and non-cash stock compensation expenses of $695,191.

 Investing
Activities

 Our net cash provided by investing activities totaled $1,845,726 for the
year ended December 31, 2023 as compared to cash provided by investing activities totaling $6,913,163 during the year ended December 31,
2022. During the year ended December 31, 2023 we purchased securities totaling $13,454,304 and sold securities totaling $15,300,000. During
the year ended December 31, 2022 we purchased securities totaling $4,836,837 and sold securities totaling $11,750,000.

 Financing
Activities

 Net
cash provided by financing activities during the year ended December 31, 2023 was $13,066,819 which consisted of 14,685,689 for the net
proceeds from the sale of Preferred Stock offset by $89,635 for the redemption of Preferred Stock, $1,452,145 for dividends and $77,090
for premiums related to the Preferred Stock. Net cash provided by financing activities during the year ended December 31, 2022
was $5,550,028 which consisted of the net proceeds from the sale of Common Stock.

 August
2022 Offering

 On
August 15, 2022, we entered into a securities purchase agreement (the "August 2022 SPA") with certain accredited and institutional
investors pursuant to which we agreed to issue 47,059 shares of Common Stock (the "August 2022 Shares") in a registered direct
offering and unregistered warrants to purchase up to an aggregate of 47,063 shares of Common Stock in a concurrent private placement
(the "August 2022 Warrants"). The August 2022 Warrants have an exercise price of $157.50 per share, became exercisable six
months following the date of issuance and have a term of exercise equal to five years from the initial exercise date. We received net
proceeds from the sale of the August 2022 Shares and the August 2022 Warrants, after deducting fees and other estimated offering expenses
payable by the Company, of approximately $5.5 million. As of December 31, 2023, none of the August 2022 Warrants have been exercised
and 47,063 of the August 2022 Warrants remain outstanding.

 February
2023 Offering

 On
February 21, 2023, we entered into a Securities Purchase Agreement (the "February 2023 SPA") with certain accredited
investors, pursuant to which we agreed to sell in a registered direct offering (the "February 2023 Offering") (i) an
aggregate of 15,000 shares (the "Series F Preferred Shares") of our newly-designated Series F Convertible Preferred
Stock, with a stated value of $1,000 per Preferred Share (the "Series F Preferred Stock"), convertible into shares of
Common Stock (the "Series F Conversion Shares") pursuant to the terms of the Certificate of Designations of the Series F
Preferred Stock (the "Certificate of Designation"), and (ii) warrants (the "February 2023 Warrants") to
acquire up to an aggregate of 6,651,885 shares of Common Stock (pre-split), subject to adjustment (the "February 2023 Warrant
Shares"). The Conversion Price (as defined below) is subject to customary adjustments for stock dividends, stock splits,
reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities
convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain
exceptions). Following the Reverse Stock Split, (i) the Conversion Price was adjusted to $3.18 per share pursuant to the terms of
the Certificate of Designations, and (ii) the Exercise Price was adjusted to $3.18 per share and the number of February 2023
Warrant Shares was adjusted proportionately to 4,716,904 shares pursuant to the terms of the February 2023
Warrants.

 At
closing, we received net proceeds from the February 2023 Offering of approximately $14.1 million, after deducting various fees and expenses.
We intend to use the net proceeds from this offering for general corporate purposes.

 As of December
31, 2023, there were 6,833 Series F Preferred Shares outstanding and February 2023 Warrants outstanding to purchase
up to 4,716,904 shares of Common Stock.

F Preferred Shares

 The
terms of the Series F Preferred Shares are as set forth in the form of Certificate of Designation. The Series F Preferred Shares
became convertible upon issuance into the Conversion Shares at the election of the holder at any time at an initial conversion price
of $2.255 (pre-split) (the "Conversion
Price"). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the
like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or
exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). Following the
Reverse Stock Split, the Conversion Price for the Preferred Shares was adjusted to $3.18 per share pursuant to the terms of the
Certificate of Designations. The Company is required to redeem the Series F Preferred Shares in 12 equal monthly installments,
commencing on July 1, 2023. The amortization payments due upon such redemption are payable, at the company's election, in
cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect
and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company's Common Stock during the
thirty trading day period immediately prior to the date the amortization payment is due or (B) the Floor Price (as defined below).
For purposes of the Certificate of Designation, the "Floor Price" means $6.60 (subject to adjustment for stock splits,
stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted,
from time to time, by the Nasdaq Stock Market. The Company may require holders to convert their Series F Preferred Shares into
Conversion Shares if the closing price of the Common Stock exceeds $202.95 per share (subject to adjustment for stock splits, stock
dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar
trading volume of the Common Stock exceeds $3,000,000 per day during the same period and certain equity conditions described in the
Certificate of Designation are satisfied.

 The holders of the Series F Preferred Shares are entitled to dividends
of 10% per annum, compounded monthly, which are payable in cash or shares of Common Stock at the Company's option, in accordance
with the terms of the Certificate of Designation. Upon the occurrence and during the continuance of a Triggering Event (as defined in
the Certificate of Designation), the Series F Preferred Shares accrue dividends at the rate of 15% per annum. In connection with a Triggering
Event, each holder of Series F Preferred Shares is able to require the Company to redeem in cash any or all of the holder's Series
F Preferred Shares at a premium set forth in the Certificate of Designation. Upon conversion or redemption, the holders of the Series
F Preferred Shares are also entitled to receive a dividend make-whole payment. The holders of Series F Preferred Shares have no voting
rights on account of the Series F Preferred Shares, other than with respect to certain matters affecting the rights of the Series F Preferred
Shares.

 The
Company is subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment
transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends
pursuant to the Certificate of Designation), distributions or redemptions, and the transfer of assets, among other matters. There is
no established public trading market for the Series F Preferred Shares and the Company does not intend to list the Series F Preferred
Shares on any national securities exchange or nationally recognized trading system.

 February
2023 Warrants

 The
February 2023 Warrants became exercisable immediately upon issuance, have an exercise price of $2.255 per share (pre-split) (as
adjusted, the "Exercise Price") and expire five years from the date of issuance. The Exercise Price is subject to
customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a
"full ratchet" basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or
exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions). Upon any such
price-based adjustment to the Exercise Price, the number of Warrant Shares issuable upon exercise of the Warrants will be increased
proportionately. The Warrants were issued with an initial Exercise Price of $2.255 per share (pre-split). Following the Reverse
Stock Split, the Exercise Price for the Warrants was adjusted to $3.18 per share and the number of February 2023 Warrant
Shares was adjusted to 4,716,904 shares pursuant to the terms of the Warrants. There is no established public trading market for the
February 2023 Warrants and the Company does not intend to list the February 2023 Warrants on any national securities exchange or
nationally recognized trading system.

 Critical
Accounting Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US
GAAP") requires management to make estimates and assumptions about future events that affect the amounts reported in the financial
statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination
of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may
be material to the financial statements. The most significant accounting estimates inherent in the preparation of our financial statements
include estimates associated with revenue recognition, impairment analysis of intangibles and stock-based compensation.

 Our
financial position, results of operations and cash flows are impacted by the accounting policies we have adopted. In order to get a full
understanding of our financial statements, one must have a clear understanding of the accounting policies employed. A summary of our
critical accounting policies is presented within the notes to our consolidated financial statements appearing elsewhere in this Annual
Report on Form 10-K.

 Our
management's discussion and analysis of financial condition and results of operations is based on our financial statements, which
have been prepared in accordance with U.S. GAAP. The preparation of our financial statements and related disclosures requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses, and the disclosure of contingent
assets and liabilities in our financial statements. These items are monitored and analyzed by us for changes in facts and circumstances,
and material changes in these estimates could occur in the future. We base our estimates on historical experience, known trends and events,
and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions
on an ongoing basis. Our actual results may materially differ from these estimates under different assumptions or conditions.

 While
our significant accounting policies are described in more detail in the notes to our consolidated financial statements included elsewhere
in this Annual Report on Form 10-K, we believe that the following accounting policies are those most significant to the judgments and
estimates used in the preparation of our consolidated financial statements.

 Income
Taxes

 The
Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes
is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income.
Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company's assets
and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

 The
Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that
some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws
that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management's opinion, adequate
provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances
or reversals of reserves may be necessary.

 Tax
benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.
A liability for "unrecognized tax benefits" is recorded for any tax benefits claimed in the Company's tax returns that
do not meet these recognition and measurement standards. For the years ended December 31, 2023 and 2022, no liability for unrecognized
tax benefits was required to be reported.

 There
was no income tax benefit recorded for the losses for the years ended December 31, 2023 and 2022 since management determined that the
realization of the net deferred tax assets is not more likely than not to be realized and has recorded a full valuation allowance on
the net deferred tax assets.

 The
Company's policy for recording interest and penalties associated with tax audits is to record such items as a component of general
and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2023 and 2022.
The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any
issues under review that could result in significant payments, accruals or material deviations from its position.

 Tax
years from 2019 through 2023 remain subject to examination by federal and state jurisdictions.

 Share-based

 We
account for share-based payments by recognizing compensation expense based upon the estimated fair value of the share-based payments
on the date of grant. We determine the estimated fair value of the share-based payments granted using the fair market value of the stock
in the case of restricted stock awards or Black-Scholes option pricing model in the case of stock options and recognize compensation
costs ratably over the requisite service period which approximates the vesting period using the graded method. To calculate the fair
value of the options, certain assumptions are made regarding components of the model, including the fair value of the underlying Common
Stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Changes to the assumptions could cause
significant adjustments to the valuation. We calculate our volatility assumptions using the actual changes in the market value of our
stock. Forfeitures are recognized as they occur. Our historical option exercises do not provide a reasonable basis to estimate an expected
term due to the lack of sufficient data. Therefore, we estimate the expected term by using the simplified method. The simplified method
calculates the expected term as the average of the vesting term plus the contractual life of the options. The risk-free interest rate
is based on the U.S. Treasury yield in effect at the time of the grant for treasury securities of similar maturity. The assumptions used
in determining the fair value of share-based awards represent our best estimates, but the estimates involve inherent uncertainties and
the application of our judgment. As a result, if factors change and we use significantly different assumptions or estimates, our share-based
compensation expense could be materially different in the future.

 Off-Balance
Sheet Arrangements

 We
have no significant known off balance sheet arrangements.

 Recent
Developments

 Reverse
Stock Split

as of 4:05 p.m. Eastern Standard Time on February 14, 2024, we effected the Reverse Stock Split of our common stock at a ratio of
one-for-thirty. Simultaneously with the Reverse Stock Split, number of shares of our common stock authorized for issuance was
reduced from 500,000,000 shares to 16,666,666 shares, and our authorized capital stock was reduced from 550,000,000 shares to
66,666,666 shares. All share and per share information in this report have been retroactively adjusted to reflect the Reverse Stock
Split.

 Delaware
Reincorporation

 On
March 4, 2024, MyMD New Jersey merged with and into its wholly owned subsidiary, MyMD Delaware, with MyMD Delaware being the surviving
corporation, pursuant to the Plan of Merger for the purpose of changing the Company's state of incorporation from New Jersey to
Delaware. MyMD Delaware is deemed to be the successor issuer of MyMD New Jersey under Rule 12g-3 of the Securities Exchange Act of 1934,
as amended.

 The
Reincorporation did not result in any change in the Company's name, business, management, fiscal year, accounting, location of
the principal executive offices, assets or liabilities. In addition, the Company's common stock retains the same CUSIP number and
continues to trade on the Nasdaq Capital Market under the symbol "MYMD." As of the Effective Date of the Reincorporation,
the rights of the Company's stockholders are governed by the Delaware General Corporation Law, the MyMD Delaware Certificate of
Incorporation, and the Bylaws of MyMD Delaware.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 Not
applicable.

 Item
8. Financial Statements and Supplementary Data.

 The
information required by this Item 8 is included at the end of this Annual Report on Form 10-K beginning on page F-1.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Not
applicable.

 Item
9A. Controls and Procedures.

 Disclosure
Controls and Procedures

 Our
principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act") Rule 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation, our disclosure controls
and procedures were effective to ensure that information required to be disclosed by us in the reports that we filed or submit under
the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms,
and is accumulated and communicated to our management, including our principal executive officer and principal financial officers as
appropriate to allow timely decisions regarding required disclosure.

 Internal
Control over Financial Reporting

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)
under the Exchange Act. Internal control over financial reporting refers to the process designed by, or under the supervision of, our
principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP, including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect our transactions and the disposition of our assets, (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP and that receipts and expenditures
are being made only in accordance with authorizations of our management and board of directors, and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect
on the consolidated financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies and procedures may deteriorate.

 Management
evaluated the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation management
concluded that our internal control over financial reporting was effective as of December 31, 2023.

 This
Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant
to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits us to provide only management's report in this
Annual Report on Form 10-K.

 Changes
in Internal Controls over Financial Reporting

 There
were no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2023
that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers, and Corporate Governance.

 Directors
and Executive Officers 4

 The
following table sets forth the names, ages and positions of all of our directors and executive officers and the positions they hold as
of the date hereof. Our directors serve until their successors are elected and shall qualify. Executive officers are elected by our board
of directors (the "Board") and serve at the discretion of the directors.

 Name

 Age

 Position
 with the Company

 Chris
 Chapman, M.D.

 Director,
 President and Chief Medical Officer

 Adam
 Kaplin, M.D., Ph. D.

 Chief
 Scientific Officer

 Ian
 Rhodes

 Interim
 Chief Financial Officer

 Craig
 Eagle, M.D.

 Schreiber

 Joshua
 Silverman

 Director,
 Chairman of the Board

 Jude
 Uzonwanne

 Bill
 J. White

 Set
forth below is a brief description of the background and business experience of each of our executive officers and directors.

 Chris
Chapman, M.D., has been our director since April 16, 2021 and currently serves as our President and Chief Medical Officer. Dr. Chapman
previously served as President and Chief Medical Officer of MyMD Pharmaceuticals (Florida), Inc., a Florida corporation previously known
as MyMD Pharmaceuticals, Inc. ("MyMD Florida") effective as of November 1, 2020. He also serves as the Chairman and CEO of Telomir Pharmaceuticals, Inc.,
since November 2022. From April 2023 through March 2024, Dr. Chapman was the Executive Chairman of MIRA Pharmaceuticals,
Inc. Since
1999, Dr. Chapman has also served as the Chief Executive Officer of Chapman Pharmaceutical Consulting, Inc., a consulting organization
that provides support to pharmaceutical and biotech companies in North America, Europe, Japan, India and Africa on issues such as product
safety, pharmacovigilance, medical devices, clinical trials and regulatory issues. In addition, from 2003-2004, Dr. Chapman served as
the Associate Director of Drug Safety, Pharmacovigilance, and Clinical Operations for Organon Pharmaceuticals. Prior to his time at Organon,
Dr. Chapman served as Director, Medical Affairs, Drug Safety and Medical Writing Departments at Quintiles (currently known as IQVIA),
from 1995-2003. Dr. Chapman has also served on the board of directors of Rock Creek Pharmaceuticals, Inc. (f/k/a Star Scientific, Inc.)
from 2007-2016, including as a member of the Audit Committee from 2007-2014, chairperson of the Compensation Committee from 2007-2014,
and chairperson of the Executive Search Committee from 2007 to 2014. Dr. Chapman is an experienced executive and global medical expert
and has extensive experience in providing monitoring and oversight for ongoing clinical trials including both adult and pediatric subjects.
Dr. Chapman is also the founder of the Chapman Pharmaceutical Health Foundation, an IRS Section 501(c)(3) nonprofit organization established
to solicit public funds and to support healthcare needs. which was organized in 2006. Dr. Chapman received an executive certificate from
the Harvard Kennedy School of Cambridge, Massachusetts for financial management in 2020. Dr. Chapman received his M.D. degree from Georgetown
University in Washington, D.C. in 1987, and completed his internship in Internal Medicine, a residency in Anesthesiology and a fellowship
in Cardiovascular and Obstetric Anesthesiology at Georgetown. Dr. Chapman's qualifications to sit on the Board include his extensive
experience and leadership roles within the pharmaceutical industry.

 Adam
Kaplin, M.D., Ph. D., has been our Chief Scientific Officer since April 16, 2021. He previously served as Chief Scientific Officer
of MYMD Florida effective as of December 18, 2020. Since June 20, 2022, Dr. Kaplin has served as the President and Chief Scientific Officer
of Mira Pharmaceuticals, which is developing novel synthetic cannabinoid analogs for a range of neuropsychiatric conditions. He has been
an adjunct faculty member at Johns Hopkins since December 18, 2020, and he served as the Chief Psychiatric Consultant to the Johns Hopkins
Multiple Sclerosis and Transverse Myelitis Centers from July 1, 2004 to December 18, 2020. Dr. Kaplin completed his undergraduate training
at Yale University and his M.D. and Ph. D. training at the Johns Hopkins School of Medicine. His research training experience includes
having trained in the labs of two Nobel Laureates and completed his Ph. D. and postdoctoral training in the Lab of Solomon Snyder, M.D.,
who was the 2005 recipient of the National Medal of Science (the highest science honor in the United States). Dr. Kaplin investigated
the biological basis of the effects of the immune system on mood regulation and cognition, and he provided neuropsychiatric care to patients
afflicted with such comorbidities. His research is focused on understanding the biological basis of depression and dementia and discovering
new ways to diagnose prognosticate and treat these diseases.

 Ian
Rhodes has been our Interim Chief Financial Officer since February 1, 2021. Mr. Rhodes joined Brio Financial Group ("Brio")
in January 2021. From March 2020 to December 2020, Mr. Rhodes served as the Interim CFO of Roadway Moving and Storage. From November
2018 to July 2019, he served as Interim CFO of Greyston Bakery and Foundation. From December 2016 to September 2018, Mr. Rhodes served
as President, CEO and Director of GlyEco, Inc., and served as CFO of GlyEco, Inc. from February 2016 to December 2016. From May 2014
to January 2016, he served as CFO of Calmare Therapeutics. Mr. Rhodes began his career at PricewaterhouseCoopers, where he worked for
15 years. Mr. Rhodes holds a Bachelor of Science degree in Business Administration with a concentration in Accounting from Seton Hall
University and is a licensed CPA in New York

 Craig
Eagle, M.D. has been our director since April 16, 2021. Dr. Eagle is currently the Chief Medical Officer of Guardant Health, Inc.
since 2021. Previously, Dr. Eagle was Vice President of Oncology for Genentech, where he oversaw the medical programs across Genentech's
oncology portfolio. Prior to his current role, Dr. Eagle worked in several positions at Pfizer from 2009 to 2019, including as the oncology
business lead in the United Kingdom and Canada, the global lead for Oncology Strategic Alliances and Partnerships based in New York,
and as the head of the Oncology Therapeutic Area Global Medical and Outcomes Group, including the U.S. oncology medical business. Through
his multiple roles at Pfizer, Dr. Eagle delivered significant business growth and was involved in multiple strategic acquisitions and
divestitures. In addition, while at Pfizer, Dr. Eagle oversaw extensive oncology clinical trial programs, multiple regulatory and payer
approvals across Pfizer's oncology portfolio, health outcomes assessments and scientific collaborations with key global research
organizations like the National Cancer Institute (NCI), and the European Organization for Research and Treatment of Cancer (EORTC), and
led worldwide development of several compounds including celecoxib, aromasin, irinotecan, dalteparin and ozagomicin. Dr. Eagle currently
serves as a member of the board of directors and chair of the Science and Policy Committee of Pierian Biosciences, a privately held life
sciences company. Dr. Eagle attended Medical School at the University of New South Wales, Sydney, Australia and received his general
internist training at Royal North Shore Hospital in Sydney. He completed his hemato-oncology and laboratory hematology training at Royal
Prince Alfred Hospital in Sydney and was granted Fellowship in the Royal Australasian College of Physicians (FRACP) and the Royal College
of Pathologists Australasia (FRCPA). After his training, Dr. Eagle performed basic research at the Royal Prince of Wales hospital to
develop a new monoclonal antibody to inhibit platelets before moving into the pharmaceutical industry. Dr. Eagle's qualifications
to sit on the Board include his long and successful career in the international pharmaceutical industry, his senior executive experience
in areas such as business growth, strategic alliances and mergers and acquisition transactions, his experience as a member of both public
and private company boards in the healthcare and life science industries, and his wealth of oncology experience, including leading and
participating in scientific research, regulatory, pricing & re-imbursement negotiations for compounds in therapeutic areas.

C. Schreiber has been our director since August 8, 2017 and he previously at various times as our Chief Executive Officer,
President, and Executive Chairman of the Board. Mr. Schreiber combines over 30 years of experience in the securities industry. Mr.
Schrieber retired in 2023 from his position as the Managing Director of Capital Markets at Taglich Brothers, Inc., where Mr.
Schreiber built upon his extensive background in capital markets, deal structures, and syndications. Prior to his time at Taglich
Brothers, Inc., he was a member of the board of directors of Paulson Investment Company, a 40-year-old full-service investment
banking firm. In 2023, Mr. Schrieber joined the Board of Directors of Sonon Group, a German based company that focuses on providing
solar-powered mobility applications. In addition, Mr. Schreiber serves as a director and partner of Long Island Express North, an
elite lacrosse training organization for teams and individuals. Mr. Schreiber is a graduate of Johns Hopkins University, where he
received a bachelor's degree in political science. Mr. Schreiber's qualifications to sit on the Board include his
financial expertise and his experience with the Company.

 Joshua
Silverman has been our director since September 6, 2018 and currently serves as Chairman of the Board. Prior to the completion of
the Merger, Mr. Silverman was also the lead independent director. Mr. Silverman currently serves as the managing member of Parkfield
Funding LLC. Mr. Silverman was the co-founder, and a principal and managing partner of Iroquois Capital Management, LLC ("Iroquois"),
an investment advisory firm. Since its inception in 2003 until July 2016, Mr. Silverman served as co-chief investment officer of Iroquois.
While at Iroquois, he designed and executed complex transactions, structuring and negotiating investments in both public and private
companies and has often been called upon by the companies solve inefficiencies as they relate to corporate structure, cash flow, and
management. From 2000 to 2003, Mr. Silverman served as co-chief investment officer of Vertical Ventures, LLC, a merchant bank. Prior
to forming Iroquois, Mr. Silverman was a director of Joele Frank, a boutique consulting firm specializing in mergers and acquisitions.
Previously, Mr. Silverman served as assistant press secretary to the president of the United States. Mr. Silverman currently serves as
a director of AYRO Inc., Petros Pharmaceuticals, Inc., Synaptogenix Inc., Femasys Inc., and Pharmacyte Biotech, Inc. all of which are
public companies. Mr. Silverman received his B.A. from Lehigh University in 1992. Mr. Silverman's qualifications to
sit on the Board include his experience as an investment professional, management consultant and as a director of numerous public companies.

 Jude
Uzonwanne has been our director since April 16, 2021. From June 2022 until April 2023, Mr. Uzonwanne served as the Chief
Executive Officer for Mira Pharmaceuticals Inc., a US based biopharmaceutical company focused on developing
an oral FDA approved marijuana analog. Prior to Mira, he was the Chief Business Officer at a genetics-based healthcare company,
54gene from March 2021 to June 2022. Prior to 54gene, he was a Principal with ZS Associates, Inc., a consulting and professional
services firm, a position he held from January 2021 to March 2021. Prior to joining ZS Associates, Mr. Uzonwanne was a Principal at
IQVIA, Inc. from 2018 to 2020, where he served as the head of the firm's US Financial Investors Consulting practice and as
management consulting lead for IQVIA's service to a top-6 global pharmaceutical company and select emerging biopharmaceutical
companies. Prior to joining IQVIA, Mr. Uzonwanne served as Vice President (Associate Partner) at EY-Parthenon LLP from 2016 to 2018,
where he managed teams advising corporate and private equity investors on a range of commercial due diligence targets in healthcare
strategies and advised clients on growth accelerating strategies and investments. Prior to this role, Mr. Uzonwanne has worked for
several other companies including Bain & Company, Dalberg Global Development Advisers, the Bill and Melinda Gates Foundation,
and Monitor Group. Mr. Uzonwanne is a graduate of Swarthmore College (double Honors B.A in Economics and Political Science). Mr.
Uzonwanne's qualifications to sit on the Board include his experience as a corporate strategy and transaction services adviser
in the healthcare markets globally.

 Bill
J. White has been our director since August 8, 2017. Mr. White has more than 30 years of experience in financial management,
operations and business development. Most recently he has served as Chief Financial Officer of
Sidus Space, Inc (Nasdaq SIDU), as the chief financial officer for ProPhase Labs Inc. (Nasdaq: PRPH), and the chief
financial officer, chief operating officer, treasurer and secretary of Intellicheck, Inc., (Nasdaq: IDN). Prior to working at
Intellicheck, Inc., he served 11 years as the chief financial officer, chief operating officer, secretary and treasurer of
FocusMicro, Inc. ("FM"). As co-founder of FM, Mr. White played an integral role in growing the business from the
company's inception to leading its international expansion into Dubai, UAE. Mr. White has broad domestic and international
experience including managing rapid and significant growth, import/export, implementing tough cost management initiatives,
exploiting new growth opportunities, merger and acquisitions, strategic planning, resource allocation, tax compliance and
organization development. Prior to co-founding FM, he served 15 years in various financial leadership positions in the government
sector. Mr. White started his career in Public Accounting. Mr. White holds a Bachelor of Arts in Business Administration from
Washington State University and is a Certified Fraud Examiner. Mr. White was selected to serve on the Board of Directors in part
because of his significant financial and accounting experience with public companies.

 Family
Relationships

 There
are no family relationships between any of our officers or directors.

 Corporate
Governance Reforms

 On
May 28, 2020, the United States District Court for the District of New Jersey approved that certain Amended Stipulation and Agreement
of Settlement, dated October 1, 2019 (the "Settlement") among the settling parties in connection with a consolidated shareholder
derivative action, Case No.: 2:18-cv-15992. Pursuant to the Settlement, effective as of July 21, 2020, we made various modifications
to our corporate governance and business ethics practices as further discussed below.

 Code
of Ethics

 We
have adopted a Code of Business Ethics and Conduct, which applies to our Board, our executive officers and our employees, outlines the
broad principles of ethical business conduct we adopted, covering subject areas such as, compliance with applicable laws and regulations,
handling of books and records, public disclosure reporting, insider trading, conflicts of interest, competition and fair dealing, and
other violations. Our Code of Business Ethics and Conduct is available on our website at www.mymd.com in the "Corporate
Governance" section found under the "Investors" tab. Pursuant to the Settlement, we will conduct a review of our Code
of Business Ethics and Conduct on an annual basis and to monitor compliance. We intend to disclose any amendments to, or waivers from,
our Code of Business Ethics and Conduct at the same website address provided above.

 In
addition, pursuant to the Settlement, we adopted a Whistleblower Policy to encourage employees, officers and directors to bring forward
ethical and legal violations. We have disclosed a copy of the Whistleblower Policy and intend to disclose any amendments to the Whistleblower
Policy at the same website address provided above.

to the Settlement, we formed a Risk and Disclosure Committee, which is served by the members of the Audit Committee, which reviews our
ethics and risk program and internal controls over compliance and identifies and recommends to the Board any changes that it deemed necessary.
The Risk and Disclosure Committee also monitors compliance with our Code of Business Ethics and Conduct, reviews and evaluates our public
disclosures and disclosure controls and procedures and handle any whistleblower complaints.

 Board
Composition and Committees

 Our
Amended and Restated Certificate of Incorporation, as amended (the "Charter"), and our Amended and Restated Bylaws ("Bylaws")
provide that our Board will consist of a number of directors to be determined from time to time solely by resolution of the Board, which
is currently set at seven directors. Vacancies or newly created directorships resulting from an increase in the authorized number of
directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.

 We
have no formal policy regarding Board diversity. Our Board believes that each director should have a basic understanding of the principal
operational and financial objectives and plans and strategies of the Company, our results of operations and financial condition and relative
standing in relation to our competitors. We take into consideration the overall composition and diversity of the Board and areas of expertise
that director nominees may be able to offer, including business experience, knowledge, abilities and customer relationships. Generally,
we will strive to assemble a Board that brings to us a variety of perspectives and skills derived from business and professional experience
as we may deem are in our and our stockholders' best interests. In doing so, we will also consider candidates with appropriate
non-business backgrounds.

Independence

 We
are currently listed on the Nasdaq Capital Market and therefore rely on the definition of independence set forth in the Nasdaq Listing
Rules ("Nasdaq Rules"). Under the Nasdaq Rules, a director will only qualify as an "independent director" if,
in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director. Based upon information requested from and provided by each director concerning his
background, employment, share ownership, and affiliations with other board members, shareholders, business, contractor and family relationships,
as well as the amount of the compensation we pay to each director, we have determined that Mr. Silverman, Mr. White, Dr. Eagle, and Mr.
Uzonwanne have no material relationships with us that would interfere with the exercise of independent judgment and are "independent
directors" as that term is defined in the Nasdaq Listing Rules.

to the Settlement, we also adopted amendments to our Bylaws to require that at least 50% of the Board will qualify as "independent
directors" under the Nasdaq Rules and that the Chairman of the Board will be an independent director. Currently, more than 50%
of the Board qualify as "independent directors" under the Nasdaq Rules. We are currently in compliance with these requirements.

 Board
Committees

 The
Board delegates various responsibilities and authority to different Board committees. Committees regularly report on their activities
and actions to the full Board. Currently, the Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate
Governance Committee and a Risk and Disclosure Committee. Committee assignments are re-evaluated annually. Each of these committees operates
under a charter that has been approved by our Board. The current charter of each of these committees is available on our website at www.mymd.com
 in the "Corporate Governance" section under "Investors." Pursuant to the Settlement, we adopted several amendments
to the committee charters. We disclosed these amendments and intend to disclose any future amendments to the charters of these committees
at the same website address provided above.

 The
following table sets forth the membership of each of the Board committees listed above.

 Name

 Audit

 Nomination

 Corporate

 Governance

 Risk
 and

 Disclosure

 Chris
 Chapman, M.D.

 Craig
 Eagle, M.D.

 C. Schreiber

 Joshua
 Silverman

 Chair

 Jude
 Uzonwanne

 Chair

 Bill
 J. White

 Chair

 Chair

 Audit

 Our
Audit Committee is responsible for, among other matters:

 the integrity of our financial reporting process, including critical accounting policies and estimates, and systems of internal controls
 regarding finance, accounting, legal and regulatory compliance;

 the independence and performance of our independent auditors and our accounting personnel;

 providing
 an avenue of communication among the independent auditors, management, our accounting personnel, and the Board;

 appointing
 and providing oversight for the independent auditors engaged to perform the audit of the financial statements;

 discussing
 the scope of the independent auditors' examination;

 the financial statements and the independent auditors' report;

 areas of potential significant financial risk and exposure to us, to the extent that there are any, and assess the steps management
 has taken to monitor such risks;

 compliance with legal and regulatory requirements;

 soliciting
 recommendations from the independent auditors regarding internal controls and other matters;

 making
 recommendations to the Board;

 resolving
 any disagreements between management and the auditors regarding financial reporting;

 preparing
 the report required by Item 407(d) of Regulation S-K, as required by the rules of the SEC;

 issues regarding accounting principles and financial statement presentation (including any significant changes in our selection or
 application of accounting principles); and

 the effectiveness of any special accounting steps adopted in light of identified significant and/or material control deficiencies.

 Our
Audit Committee is composed of Bill J. White (Chair), Joshua Silverman, and Jude Uzonwanne. Our Board has determined that each of the
current members of the Audit Committee is independent in accordance with Nasdaq Rules and Rule 10A-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Our Board has also reviewed the education, experience and other qualifications
of each member of the Audit Committee. Based upon that review, our Board has determined that Mr. White qualifies as an "audit committee
financial expert," as defined by the rules of the SEC.

 Our
Compensation Committee is responsible for, among other matters:

 and approving on an annual basis goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our
 Chief Executive Officer's performance in light of those goals and objectives, and determining the compensation of our Chief
 Executive Officer based on this evaluation or recommending such goals, objectives and compensation of our Chief Executive Officer's
 to the Board for its approval;

 and approving on an annual basis the compensation of our executive officers other than our Chief Executive Officer;

 on an annual basis, the fees and equity compensation paid to the Company's non-employee directors for service on the Board
 and Board committees and recommending any changes to the Board as necessary;

 selecting,
 retaining and terminating any compensation consultant to be used by the Compensation Committee or us to assist in the evaluation
 of the compensation of non-employee directors, the Chief Executive Officer or the other executive officers and approving such compensation
 consultant's fees and other retention terms, and overseeing the work of such compensation consultant;

 reviewing,
 approving and, when appropriate, making recommendations to the Board for approval, incentive-compensation programs and equity-based
 plans and the adoption of or material changes in material employee benefit, bonus, severance and other compensation plans;

 and approving and, when appropriate, recommending to the Board for approval, any employment agreements and change in control agreements
 for each of our executive officers and any other officers recommended by the Chief Executive Officer or the Board, which includes
 the ability to adopt, amend and terminate such agreements, arrangements or plans;

 determining
 and approving the options and other equity-based compensation to be granted to executive officers, including the Chief Executive
 Officer, and shall recommend to the Board for approval options and other equity-based compensation to be granted to non-employee
 directors, and

 in
 conjunction with the Chief Executive Officer, determining the issuance of options and other equity-based compensation under the Company's
 incentive compensation and other stock-based plans to all other officers and employees.

 Our
Compensation Committee is composed of Joshua Silverman (Chair), Craig Eagle, M.D., and Jude Uzonwanne. Our Board has determined that
each of the current members of the Compensation Committee is independent in accordance with Nasdaq Rules. The Compensation Committee
may delegate the determination with respect to persons other than officers to the Chief Executive Officer but will approve the aggregate
amount granted to all employees and all new hire grants.

 Nominating
and Corporate Governance Committee

 Our
Nominating and Corporate Governance Committee is responsible for, among other matters:

 overseeing
 the administration of our Code of Business Ethics and Conduct and related policies;

 leading
 the search for and recommending individuals qualified to become members of the Board, and selecting director nominees to be presented
 for election by the shareholders at each annual meeting;

 ensuring,
 in cooperation with the Compensation Committee, that no agreements or arrangements are made with directors or relatives of directors
 for providing professional or consulting services to us or our affiliate or individual officer or one of their affiliated, without
 appropriate review and evaluation for conflicts of interest;

 ensuring
 that Board members do not serve on more than six other for-profit public company boards that have a class of securities registered
 under the Exchange Act in addition to the Board;

 the Board's committee structure and to recommend to the Board for its approval;

 recommendations received from shareholders for persons to be considered for nomination to the Board;

 compliance with our corporate governance guidelines;

 developing
 and implementing an annual self-evaluation of the Board, both individually and as a Board, and of its committees;

 and recommending changes to procedures whereby shareholders may communicate with the Board;

 assessing
 the independence of directors annually and report to the Board;

 recommending
 to the Board for its approval, the leadership structure of the Board, including whether the Board should have an executive or non-executive
 Chairman, whether the roles of Chairman and Chief Executive Officer should combine, and whether a Lead Director of the Board should
 be appointed; provided that such structure shall be subject to the bylaws of the Company then in effect.

 Our
Nominating and Corporate Governance Committee is composed of Jude Uzonwanne (Chair), Bill J. White, and Joshua Silverman. Each of the
current appointed Nominating and Corporate Governance Committee members is "independent" within the meaning of the Nasdaq
Stock Market Rules.

 Risk
and Disclosure Committee

 Our
Risk and Disclosure Committee is responsible for, among other matters:

 the effectiveness of our Code of Ethics annually, including our ethics and risk program, and recommending to the Board any changes
 to our policies and internal controls as necessary;

 compliance with our Code of Ethics, and specifically reviewing and evaluating our public disclosures and annually reviewing and evaluating
 our disclosure controls and procedures;

 and approving any waivers of provisions of the Code of Ethics;

 addressing
 any whistleblower complaints and ensuring that all whistleblower complaints are appropriately reviewed by the Risk and Disclosure
 Committee and that any appropriate remedial action if necessary is taken based on the results of its review; and

 ensuring
 that non-retaliation policies are instituted and strictly complied with in order to protect any Company employee who reports a whistleblower
 complaint.

 Our
Risk and Disclosure Committee is composed of Bill J. White (Chair), Joshua Silverman and Jude Uzonwanne. Our Board has determined that
each of the current members of the Risk and Disclosure Committee is independent in accordance with Nasdaq Rules.

 Involvement
in Certain Legal Proceedings

 There
have been no material legal proceedings that would require disclosure under the federal securities laws that are material to an evaluation
of the ability or integrity of our directors or executive officers, or in which any director, officer, nominee or principal stockholder,
or any affiliate thereof, is a party adverse to us or has a material interest adverse to us.

 Compliance
with Section 16(a) of the Exchange Act

 Section
16(a) of the Exchange Act requires our directors and officers, and persons who own more than ten percent of our Common Stock, to file
with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock.

 Based
solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without conducting
any independent investigation of our own, in fiscal year 2023, all Forms 3, 4 and 5 were timely filed with the SEC by such reporting
persons.

 Item
11. Executive Compensation.

 The
following is a discussion of the material components of the executive compensation arrangements of our named executive officers, comprised
of (i) our principal executive officer, (ii) the two most highly compensated executive officers other than the principal executive officer
who were serving as executive officers at the end of the 2023 fiscal year and whose salary, as determined by Regulation S-K, Item 402,
exceeded $100,000 and (iii) up to two most highly compensated former executive officers who were no longer serving as an executive officer
at the end of the 2023 fiscal year (the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the
"named executive officers").

 Our
named executive officers for 2023 were as follows:

 Chris
 Chapman, M.D., President and Chief Medical Officer

 Adam
 Kaplin, M.D., Ph. D., Chief Scientific Officer

 Ian Rhodes, CPA, Interim Chief Financial Officer

 Paul
 Rivard, Esq., Former Chief Legal Officer and Former Executive Vice President of Operations and General Counsel

 Effective as of 4:05 pm Eastern Time on February 14, 2024 we filed an amendment
to our Amended and Restated Certificate of Incorporation to effect a Reverse Stock Split of the issued and outstanding shares of our Common
Stock, at a ratio of 1 for 30. The stock awards listed below have been adjusted to give effect to the Reverse Stock Split.

Compensation Table

 Name and Principal Position

 Notes

 Year

 Salary

 Bonus

 Stock

Awards

 Option

Awards (1)

 All Other

Compensation (2)

 Total

 Christopher Chapman, M.D. (3)

 2023

 $
 464,703

 $
 200,000

 -

 2,218,565
 (7)

 1,058

 $
 2,884,326

 President, Chief Medical Officer

 2022

 161,827

 100,000

 -

 -

 -

 261,827

 Adam Kaplin, M.D., PhD (4)

 2023

 250,000

 100,000

 -

 235,245
 (8)

 8,750

 593,995

 Chief Scientific Officer

 2022

 245,153

 100,000

 -

 8,580

 353,733

 Ian Rhodes, CPA. (5)

 2023

 162,000

 -

 -

 -

 -

 162,000

 Interim Chief Financial Officer

 2022

 162,000

 -

 -

 -

 -

 162,000

 Paul Rivard, Esq. (6)

 2023

 242,209

 -

 -

 235,245
 (9)

 100,819

 578,273

 Former Chief Legal Officer

 2022

 161,827

 20,000

 -

 -

 6,412

 188,239

 (1)

 In
 accordance with SEC rules, this column reflects the aggregate fair value of option awards granted during the fiscal year ended December
 31, 2023, computed as of their respective grant dates in accordance with FASB ASC Topic 718 for share-based compensation transactions.

 (2)

 This
 column reflects the matching contribution paid to participants of the MyMD Pharmaceuticals 401(k) PS Plan (the "401(k) Plan")
 and amounts paid for personal time off and severance of separated employees.

 (3)

 Dr.
 Chapman was appointed President and Chief Medical Officer of MyMD effective April 16, 2021. Prior to the Merger, Dr. Chapman served
 as the President and Chief Medical Officer of MyMD Florida effective November 1, 2020. For further information regarding the terms of Dr. Chapman's employment,
see the section below titled "Narrative Disclosure to Summary Compensation Table—Employment of Chris Chapman, M.D."

 (4)

 Dr.
 Kaplin was appointed Chief Scientific Officer of MyMD effective April 16, 2021. Prior to the Merger, Dr. Kaplin served as Chief Scientific
 Officer of MyMD Florida effective December 18, 2020. For further information regarding the terms of Dr. Kaplin's employment, see the section below titled "Narrative
Disclosure to Summary Compensation Table—Employment of Adam Kaplin, M.D., Ph. D."

 (5)

 Ian Rhodes serves as our interim Chief Financial Officer on the terms of a CFO Consulting
Agreement, dated July 21, 2020, between the Company and Brio Financial Group. For further information regarding the terms of Mr. Rhodes'
employment, see the section below titled "Narrative Disclosure to Summary Compensation Table—Employment of Ian Rhodes."

 (6)

 On
 April 16, 2021, Mr. Rivard entered into an employment agreement, under which he received an annual salary of $165,000. On March
 22, 2023, Mr. Rivard was appointed as Chief Legal Officer and his annual salary was increased to $275,000, retroactively to January
 1, 2023. Prior to the Merger, Mr. Rivard served as Executive Vice President of Operations and General Counsel of MyMD Florida effective
 September 21, 2020. Effective as of November 14, 2023, Mr. Rivard separated from his employment with the Company.

 (7)

 On
 April 4, 2023, the Company granted 25,000 non-qualified stock options, on June 7, 2023, the Company granted 10,000 non-qualified
 stock options, and on September 6, 2023 the Company granted 33,334 non-qualified stock options to Dr. Chapman.

 (8)

 On
 June 7, 2023, the Company granted 5,000 non-qualified stock options to Dr. Kaplin.

 (9)

 On
 June 7, 2023, the Company granted 5,000 non-qualified stock options to Mr. Rivard.

 Narrative
Disclosure to Summary Compensation Table

 We
have entered into employment agreements with each of our Named Executive Officers.

of Chris Chapman, M.D.

 Pre-Merger

November 1, 2020, MyMD Florida and Dr. Chapman entered into an employment agreement, which was subsequently amended by that certain First
Amendment to Employment Agreement, dated December 18, 2020, that certain Second Amendment to Employment Agreement dated January 8, 2021,
and that certain Third Amendment to Employment Agreement dated February 11, 2021 (such agreement, as amended, the "Chapman Employment
Agreement"), pursuant to which Dr. Chapman was appointed President and Chief Medical Officer of MyMD Florida. Under the Chapman
Employment Agreement, Dr. Chapman is entitled to an annual base salary of $165,000, payable monthly. Dr. Chapman is also eligible to
receive bonus compensation in the form of lump-sum cash payments made within 30 days following the completion of certain specified "Bonus
Events" (as defined in the Chapman Employment Agreement). The aggregate amount of bonus compensation payable to Dr. Chapman upon
achievement of all specified Bonus Events is $800,000. In addition, Dr. Chapman is eligible to receive additional bonus compensation
in connection with his annual performance, determined in the sole discretion of MyMD Florida's board of directors. Pursuant to
and on the effective date of the Chapman Employment Agreement, Dr. Chapman was also granted options to purchase 250,000 shares of MyMD
Florida Common Stock, at an exercise price of $1.00 per share. (After giving effect to the Exchange Ratio and the Reverse Stock Split,
such MyMD Florida options became options to purchase 3,215 shares of the Company's Common Stock at an exercise price of $77.10.)
Such options all vested immediately upon grant. The options had an original term of lasting until the earlier of (i) ten years from the
date of grant or (ii) the second-year anniversary of the effective date of a "Reorganization Event" as defined in the MyMD
Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (as amended, the "MyMD Florida Incentive Plan") (the
practical effect of which makes the term of such options expire on the second-year anniversary of the effective date of the merger, which
occurred on April 16, 2021). MyMD Florida also agreed to provide and cover the cost of health insurance and disability policies for Dr.
Chapman during the term of employment under the Chapman Employment Agreement.

 Dr.
Chapman's employment with MyMD Florida pursuant to the Chapman Employment Agreement commenced as of the effective date of the Chapman
Employment Agreement and was to continue for a period of two years, unless earlier terminated by either party, with such termination
effective upon the provision of written notice to the other party. In the event of termination of Dr. Chapman's employment with
MyMD Florida for cause, MyMD Florida was to pay to Dr. Chapman his monthly base salary for a period of three months following the date
that notice of termination of employment is provided, which would be the full extent of MyMD Florida's obligations with respect
to severance payments to Dr. Chapman under the Chapman Employment Agreement.

 The
Chapman Employment Agreement also contains certain standard confidentiality, work for hire and assignment of inventions provisions.

 On
August 2, 2020, Dr. Chapman received a discretionary grant of options to purchase 200,000 shares of MyMD Florida Common Stock, at an
exercise price of $1.00 per share. All such options vested immediately upon grant. The options had an original term of ten years from
the date of grant, subject to certain events described in the applicable award agreement, including Dr. Chapman's, death, disability,
retirement or an "Event of Cause" (as defined in the applicable award agreement). In connection with the Merger Agreement,
certain terms of such options were amended. After giving effect to the Exchange Ratio and the Reverse Stock Split, such MyMD Florida
options became options to purchase 2,572 shares of the Company's Common Stock at an exercise price of $77.10. These options expired on April 16, 2023.

 Post-Merger

 Immediately
following the effective time of the Merger, the Board appointed Dr. Chapman to the offices of President and Chief Medical Officer on
the terms of the Chapman Employment Agreement.

 On
November 24, 2021, the Company and Dr. Chapman entered into a Fourth Amendment to Employment Agreement. This agreement provided that
certain performance criteria applicable to Dr. Chapman's bonus compensation under the Chapman Employment Agreement would be waived
and deemed to have been achieved, and that Dr. Chapman would be entitled to a bonus payment of $100,000 as a result. On August 30, 2022,
the Company and Dr. Chapman entered into a Fifth Amendment to amend one of the performance criteria under the Chapman Employment Agreement,
upon the achievement of which by the Company Dr. Chapman would be entitled to an additional bonus payment of $100,000. On February 1,
2023, the Company and Dr. Chapman entered into a Sixth Amendment providing for Dr. Chapman's annual base salary to be set at $310,000,
effective retroactively to January 1, 2023, and on September 8, 2023, the Company and Dr. Chapman entered into
a Seventh Amendment providing for Dr. Chapman's annual base salary to be set at $500,000, effective retroactively to January 1,
2023.

 November 2023

November 13, 2023, the Company entered the Eighth Amendment to the employment agreement of Dr. Chapman providing for Dr.
Chapman's annual base salary to be adjusted from five hundred thousand dollars ($500,000) (the "Full Base Salary")
to two hundred fifty thousand dollars ($250,000) in cash per annum, until payment of his Full Base Salary would no longer jeopardize
the Company's ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment
further provides that the remaining $250,000 of base salary per annum (the "Deferral Amount") shall be deferred until
payment of the Deferral Amount would no longer jeopardize the Company's ability to continue as a going concern, as determined
by the Company in its sole discretion, at which time the Deferral Amount may be paid, at Dr. Chapman's election, in shares of
Common Stock or in cash.

of Adam Kaplin, M.D., Ph. D.

 Pre-Merger

December 18, 2020, MyMD Florida and Dr. Kaplin entered into an employment agreement, which was subsequently amended by that certain First
Amendment to Employment Agreement, dated February 11, 2021 (such agreement, as amended, the "Kaplin Employment Agreement"),
pursuant to which Dr. Kaplin was appointed Chief Scientific Officer of MyMD Florida. Under the Kaplin Employment Agreement, Dr. Kaplin
is entitled to an annual base salary of $250,000, payable monthly. Dr. Kaplin is also eligible to receive bonus compensation in the form
of lump-sum cash payments made within 30 days following the completion of certain specified "Bonus Events" (as defined in
the Kaplin Employment Agreement). The aggregate amount of bonus compensation payable to Dr. Kaplin upon achievement of all specified
Bonus Events is $800,000. In addition, Dr. Kaplin is eligible to receive additional bonus compensation in connection with his annual
performance, determined in the sole discretion of MyMD Florida's board of directors. On the effective date of the Kaplin Employment
Agreement, Dr. Kaplin received a signing bonus in the form of a lump-sum cash payment in the amount of $100,000 and was also granted
options to purchase 400,000 shares of MyMD Florida Common Stock, at an exercise price of $1.00 per share. (After giving effect to the
Exchange Ratio and the Reverse Stock Split, such MyMD Florida options became options to purchase 5,145 shares of the Company's
Common Stock at an exercise price of $77.10.) Such options all vested immediately upon grant. The options had an original term of lasting
until the earlier of (i) ten years from the date of grant or (ii) the second-year anniversary of the effective date of a "Reorganization
Event" as defined in the MyMD Florida Incentive Plan (the practical effect of which makes the term of such options expire on the
second-year anniversary of the effective date of the merger, which occurred on April 16, 2021). MyMD Florida also agreed to provide and
cover the cost of health insurance and disability policies for Dr. Kaplin during the term of employment under the Kaplin Employment Agreement.

 Dr.
Kaplin's employment with MyMD Florida pursuant to the Kaplin Employment Agreement commenced on December 18, 2020 and was to continue
for a term of two years unless earlier terminated by either party, with such termination effective upon the provision of written notice
to the other party. In the event of termination of Dr. Kaplin's employment with MyMD Florida for cause, MyMD Florida was to pay
to Dr. Kaplin his monthly base salary for a period of three months following the date that notice of termination of employment is provided,
which would be the full extent of MyMD Florida's obligations with respect to severance payments to Dr. Kaplin under the Kaplin
Employment Agreement.

 The
Kaplin Employment Agreement also contained certain standard confidentiality, work for hire and assignment of inventions provisions.

 Post-Merger

 Immediately
following the effective time of the Merger, the Board appointed Dr. Kaplin to the office of Chief Scientific Officer on the terms of
the Kaplin Employment Agreement.

 On
November 24, 2021, the Company and Dr. Kaplin entered into a Second Amendment to Employment Agreement. This agreement provided that certain
performance criteria applicable to Dr. Kaplin's bonus compensation under the Kaplin Employment Agreement would be waived and deemed
to have been achieved, and that Dr. Kaplin would be entitled to a bonus payment of $100,000 as a result. On August 30, 2022, the Company
and Dr. Kaplin entered into a Third Amendment to amend one of the performance criteria under the Kaplin Employment Agreement, upon the
achievement of which by the Company Dr. Kaplin would be entitled to an additional bonus payment of $100,000.

 November
2023 Amendment

November 13, 2023, the Company entered into an amendment to the employment agreement of Dr. Adam Kaplin
providing that Dr. Kaplin's employment shall have an initial term of four months, which the parties may mutually agree to extend
for additional consecutive terms of one month each. The amendment further provided that, in the event of termination without cause by
the Company prior to the end of the initial term, Dr. Kaplin would receive his monthly base salary through the end of the initial term.
The amendment further provided that all outstanding and unvested shares granted pursuant to the Nonqualified Stock Option Agreement,
dated June 7, 2023, between the Company and Dr. Kaplin shall accelerate upon the termination of Dr. Kaplin's employment. Dr. Kaplin's
amendment further provided that, in the event of a termination for any reason prior to the end of the first renewal term following the
end of the initial term, the Company would continue to cover the costs of Dr. Kaplin's health insurance coverage through the end
of the first renewal term, subject to the execution and timely return of a release. The initial term ended on March 12, 2024, and the
term of Dr. Kaplin's employment agreement was not extended. Dr. Kaplin serves as the Company's Chief Scientific Officer and
receives a salary of $125,000 per annum and benefits without an employment
agreement.

of Ian Rhodes

 On
July 21, 2020, the Company entered into a CFO Consulting Agreement (the "Consulting Agreement") with Brio Financial Group
("Brio"). Effective as of January 29, 2021, the Company appointed Ian Rhodes as its interim Chief Financial Officer. Pursuant
to the Consulting Agreement, the Company paid Brio an initial retainer fee of $7,500 and paid a fixed monthly payment of $13,500. The
Consulting Agreement also provided that the Company would be billed for travel and other out-of-pocket costs, such as report production,
postage, etc. The Consulting Agreement expired on June 30, 2021. Since that time, Mr. Rhodes has continued to serve as the Company's
interim Chief Financial Officer under the same terms set forth in the Consulting Agreement.

of Paul Rivard, Esq.

 Pre-Merger

September 21, 2020, MyMD Florida and Mr. Rivard entered into an employment agreement (such agreement, as amended, the "Rivard Employment
Agreement"), pursuant to which Mr. Rivard was appointed Executive Vice President of Operations and General Counsel of MyMD Florida.
Under the Rivard Employment Agreement, Mr. Rivard was entitled to an annual base salary of $165,000, payable monthly. Mr. Rivard was also
eligible to receive bonus compensation in the form of lump-sum cash payments made within 30 days following the completion of certain
specified "Bonus Events" (as defined in the Rivard Employment Agreement). The aggregate amount of bonus compensation payable
to Mr. Rivard upon achievement of all specified Bonus Events was $160,000. In addition, Mr. Rivard was eligible to receive additional bonus
compensation in connection with his annual performance, determined in the sole discretion of MyMD Florida's board of directors.
On the effective date of the Rivard Employment Agreement, Mr. Rivard was granted options to purchase 200,000 shares of MyMD Florida Common
Stock, at an exercise price of $1.00 per share. (After giving effect to the Exchange Ratio and the Reverse Stock Split, such MyMD Florida
options became options to purchase 2,572 shares of the Company's Common Stock at an exercise price of $77.70.) Such options all
vested immediately upon grant. The options had an original term of lasting until the earlier of (i) ten years from the date of grant
or (ii) the second-year anniversary of the effective date of a "Reorganization Event" as defined in the MyMD Florida Incentive
Plan (the practical effect of which makes the term of such options expire on the second-year anniversary of the effective date of the
merger, which occurred on April 16, 2021). MyMD Florida also agreed to provide and cover the cost of health insurance and disability
policies for Mr. Rivard during the term of employment under the Rivard Employment Agreement.

 Mr.
Rivard's employment with MyMD Florida pursuant to the Rivard Employment Agreement commenced on September 21, 2020 and was to continue
until terminated by either party, with such termination effective upon the provision of written notice to the other party. In the event
of termination of Mr. Rivard employment with MyMD Florida, MyMD Florida was to pay to Mr. Rivard his monthly base salary for a period
of three months following the date that notice of termination of employment is provided.

 The
Rivard Employment Agreement also contained certain standard confidentiality, work for hire and assignment of inventions provisions.

 Post-Merger

 Immediately
following the effective time of the Merger, the Board appointed Mr. Rivard to the office of Executive Vice President of Operations and
General Counsel on the terms of the Rivard Employment Agreement.

 On
March 22, 2023, Mr. Rivard was appointed Chief Legal Officer and his annual salary was increased to $275,000, retroactively to January
1, 2023.

 Separation

November 13, 2023, the Company entered into a mutual employment separation agreement with Paul M. Rivard, its Chief Legal Officer. The
separation agreement provided for a lump-sum severance payment equal to three months of his normal base salary in exchange for a waiver
and release. The separation agreement further provided that Mr. Rivard will be deemed a contractor providing services to the Company
for purposes of any awards previously granted to him under the 2021 Plan if at the relevant time(s) he is providing services to the Company
while under the employ of a law firm representing the Company.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table sets forth information concerning the outstanding equity awards that have been previously awarded to each of our Named
Executive Officers and which remain outstanding as of December 31, 2023:

 Named
 Executive Officer

 of
 underlying
 unexercised
 options
 exercisable

 of
 underlying
 unexercised
 options
 unexercisable

 Option
 exercise
 price

 Option
 expiration
 date (1)

 of
 shares
 or
 units
 of
 stock
 that
 have
 not
 vested

 Market
 value of
 shares
 or
 units
 of
 stock
 that
 have
 not
 vested

 Christopher Chapman,
 M.D.

 8,333
 (1)

 16,667

 $
 46.50

 4/4/2028

 -

 $
 -

 President, Chief Medical Officer

 1,333
 (2)

 6,667

 49.80

 6/7/2033

 -

 -

 -
 (3)

 33,334

 24.30

 9/6/2033

 -

 -

 -

 -

 -

 n/a

 20,000
 (4)

 4,854,000

 Adam Kaplin, M.D., PhD

 1,667
 (2)

 3,333

 49.80

 6/7/2033

 -

 -

 Chief Scientific Officer

 -

 -

 -

 n/a

 20,000
 (4)

 4,854,000

 Ian Rhodes

 -

 -

 -

 -

 -

 -

 Interim Chief Financial Officer

 -

 -

 -

 -

 -

 -

 Paul Rivard, Esq

 1,667
 (2)

 3,333

 49.80

 6/7/2033

 -

 -

 Former Chief Legal Officer

 -

 -

 -

 n/a

 6,667
 (4)

 1,618,000

 (1)

 April 4, 2023. One third of the options awarded on such date vest immediately, one third vest on the first anniversary date of the grant date, and one third vest on the second anniversary
 of the grant date.

 (2)

 June 7, 2023. One third of the options awarded on such date vest immediately, one third vest on the first anniversary date of the grant date, and one third vest on the second anniversary
 of the grant date.

 (3)

 on September 6, 2023. These options vest at various times based upon the achievement of various performance milestones.

 (4)

 on October 14, 2021. These RSUs vest at various times based upon the market capitalization of the company.

 The
following table presents the total compensation for each person who served as a member of our Board during 2023. All compensation paid
to Dr. Chapman during 2023 is reported under the Summary Compensation Table. Other than as set forth in the table and described more
fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other
compensation to any of the other members of our Board in such period.

 Name

 Fees
 earned

 or
 paid in

 cash

 Stock
 Awards (1)

 All
 Other

 Compensation (2)

 Total

 Josh Silverman

 $
 216,000

 $
 -

 -

 $
 216,000

 Bill J. White

 -

 -

 Craig Eagle, M.D

 -

 -

 Jude Uzonwanne

 -

 -

 Christopher Schreiber (3)

 -

 -

 310,892

 310,892

 (1)

 In
 accordance with SEC rules, this column reflects the aggregate fair value of stock awards granted during the fiscal year ended December
 31, 2023, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards
 Codification Topic 718 for share-based compensation transactions.

 (2)

 This
 column includes salaries and matching contributions paid to participants of the 401(k) Plan for non-executive employee members of
 the Board.

 (3)

 On
 January 24, 2020, Mr. Schreiber entered into an employment agreement with the Company, under which he would receive an annual salary
 of $300,000. Since then he has served the Company in various positions, and his employment agreement with the Company remains in
 effect.

 In connection with an overall reduction in compensation paid to the
Company's directors implemented in November 2023, effective November 13, 2023, the Company entered into an amendment to the employment
agreement of Mr. Schreiber providing for Mr. Schreiber's annual fee to be adjusted from three hundred thousand dollars ($300,000)
(the "Full Fee") to sixty thousand dollars ($60,000) in cash per annum, until payment of his Full Fee would no longer jeopardize
the Company's ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further
provides that the remaining $240,000 of the fees per annum (the "Fee Deferral Amount") shall be deferred until payment of
the Fee Deferral Amount would no longer jeopardize the Company's ability to continue as a going concern, as determined by the Company
in its sole discretion, at which time the Fee Deferral Amount may be paid, at Mr. Schreiber's election, in shares of Common Stock
or in cash. The amendment also clarified that Mr. Schreiber's title is "Director."

 Narrative
Disclosure to Director Compensation Table

 As
approved by the Compensation Committee of the Board on March 29, 2019, beginning in April 2019, each serving director who is not also
holding a position as an executive officer is paid $8,000 per month. On or around May 2020, the Compensation Committee of the Board approved
payments to Mr. Silverman of $18,000 per month, beginning in May 2020. All director fees were paid on a monthly basis. There was no other
compensation for directors during the year ended December 31, 2022.

 On November 13, 2023, the
Board approved certain adjustments to the director fees. Mr. Silverman's fees were decreased from $216,000 to $60,000 annually,
with payment of the excess amount of $156,000 deferred until the date that payment of such amount would no longer jeopardize the Company's
ability to continue as a going concern, as determined by the Company in its sole discretion, at which time such amount may be paid, at
Mr. Silverman's election, in shares of Common Stock or in cash. Messrs. Eagle's, Uzonwanne's, and White's fees
were decreased from $96,000 to $60,000 annually, with payment of the excess amounts of $36,000 per director deferred until the date that
payment of such amounts would no longer jeopardize the Company's ability to continue as a going concern, as determined by the Company
in its sole discretion, at which time such amounts may be paid, at each director's election, in shares of Common Stock or in cash.

 On
October 14, 2021, the Compensation Committee of the Board authorized the issuance of 93,166 restricted stock units with a fair market
value of $242.70 per RSU to the directors and key employees of the Company. These RSUs will vest in thirds when certain market capitalization
milestones are met and maintained for twenty consecutive trading sessions. Upon achievement of a vesting milestone, the expenses related
to the vested RSUs will be recorded at the fair market value of the Company's Common Stock on the date of vesting.

 On June 5, 2023, the Compensation
Committee of the Board authorized the issuance, effective as of June 7, 2023, of options to purchase an aggregate of 66,498 shares of
Common Stock with an exercise price of $49.80 per share to the directors and key employees of the Company. These options vested (i) one
third on the date of grant; (ii) one third on the first anniversary of the date of grant; and (iii) one third on the second anniversary
of the date of grant, provided that the holder remains employed by the Company or a subsidiary on the applicable vesting date.

Compensation Plans

 2021
Equity Incentive Plan

to the Merger Agreement, at the effective time of the Merger, the Company adopted the 2021 Equity Incentive Plan (the "2021 Plan"),
which was approved by the Company's stockholders on April 15, 2021. The 2021 Plan provides for the granting of incentive stock
options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other
awards which may be granted singly, in combination or in tandem, and which may be paid in cash or shares of Common Stock. At the effective
time of the Merger, the number of shares of Common Stock that were reserved for issuance pursuant to awards under the 2021 Plan was 240,940
shares. As of December 31, 2023, 10,622 shares remain available for issuance under the 2021 Plan.

 Purpose.
The purpose of the 2021 Plan is to enable the Company to remain competitive and innovative in its ability to attract and retain the services
of key employees, key contractors, and non-employee directors of the Company or any of its subsidiaries. The 2021 Plan provides for the
granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units,
performance awards, and other awards, which may be granted singly, in combination, or in tandem, and which may be paid in cash or shares
of the Company's Common Stock. The 2021 Plan is expected to provide flexibility to the Company's compensation methods in
order to adapt the compensation of key employees, key contractors, and non-employee directors to a changing business environment, after
giving due consideration to competitive conditions and the impact of applicable tax laws.

Date and Expiration. The 2021 Plan was approved by the Company's Board of Directors on March 18, 2021 (the "Plan Effective
Date") and approved by the Company's stockholders on April 15, 2021. The 2021 Plan will terminate on the tenth anniversary
of the Plan Effective Date, unless sooner terminated by the Company's Board of Directors. No awards may be made under the 2021
Plan after its termination date, but awards made prior to the termination date may extend beyond that date in accordance with their terms.

 Share
Authorization. At the effective time of the Merger, the number of shares of Common Stock that were reserved for issuance pursuant
to awards under the 2021 Plan was 240,940 shares, 100% of which may be delivered as incentive stock options. Shares to be issued may
be made available from authorized but unissued shares of the Company's Common Stock, shares held by the Company in its treasury,
or shares purchased by the Company on the open market or otherwise. During the term of the 2021 Plan, the Company will at all times reserve
and keep enough shares available to satisfy the requirements of the 2021 Plan. If an award under the 2021 Plan is cancelled, forfeited,
or expires, in whole or in part, the shares subject to such forfeited, expired, or cancelled award may again be awarded under the 2021
Plan. Awards that may be satisfied either by the issuance of Common Stock or by cash or other consideration shall be counted against
the maximum number of shares that may be issued under the 2021 Plan only during the period that the award is outstanding or to the extent
the award is ultimately satisfied by the issuance of shares. An award will not reduce the number of shares that may be issued pursuant
to the 2021 Plan if the settlement of the award will not require the issuance of shares, as, for example, a stock appreciation right
that can be satisfied only by the payment of cash. Shares of Common Stock that are otherwise deliverable pursuant to an award under the
2021 Plan that are withheld in payment of the option price of an option or for payment of applicable employment taxes and/or withholding
obligations resulting from the award shall be treated as delivered to the award recipient and shall be counted against the maximum number
of shares of our Common Stock that may be issued under the 2021 Plan. Only shares forfeited back to the Company or cancelled on account
of termination, expiration, or lapse of an award shall again be available for grant of incentive stock options under the 2021 Plan but
shall not increase the maximum number of shares described above as the maximum number of shares of the Company's Common Stock that
may be delivered pursuant to incentive stock options.

 Administration.
The 2021 Plan is administered by the compensation committee of the Board or such other committee of the board as is designated by it
to administer the 2021 Plan (the "2021 Plan Administration Committee"). If necessary to satisfy the requirements of Rule
16b-3 promulgated under the Exchange Act, membership on the 2021 Plan Administration Committee shall be limited to those members of the
Board who are "non-employee directors" as defined in Rule 16b-3 promulgated under the Exchange Act. At any time there is
no 2021 Plan Administration Committee to administer the 2021 Plan, any reference to the 2021 Plan Administration Committee is a reference
to the Board.

 The
2021 Plan Administration Committee will determine the persons to whom awards are to be made; determine the type, size, and terms of awards;
interpret the 2021 Plan; establish and revise rules and regulations relating to the 2021 Plan as well as any sub-plans for awards to
be made to eligible award recipients who are not resident in the United States; establish performance goals for awards and certify the
extent of their achievement; and make any other determinations that it believes are necessary for the administration of the 2021 Plan.
The 2021 Plan Administration Committee may delegate certain of its duties to one or more of the Company's officers as provided
in the 2021 Plan. Notwithstanding the foregoing, to the extent necessary to satisfy the requirements of Rule 16b-3 promulgated under
the Exchange Act, any function relating to an award recipient subject to the reporting requirements of Section 16 of the Exchange Act
shall be performed solely by the 2021 Plan Administration Committee.

 Upon
the adoption of the 2021 Plan, awards granted under the 2018 Plan (as defined below) remained in full force and effect under the terms
and conditions of the 2018 Plan and in accordance with each award's respective terms.

 Eligibility.
Employees (including any employee who is also a director or an officer), contractors, and non-employee directors of the Company or
any of its subsidiaries, whose judgment, initiative, and efforts contributed to or may be expected to contribute to the
Company's successful performance, are eligible to participate in the 2021 Plan. As of the December 31, 2023, the Company had 5
employees, 1 contractor, and 4 non-employee directors who would be eligible for awards under the 2021 Plan.

 Stock
Options. The 2021 Plan Administration Committee may grant either incentive stock options ("ISOs") qualifying under Section
422 of the Code, or nonqualified stock options, provided that only employees of the Company and its subsidiaries (excluding subsidiaries
that are not corporations) are eligible to receive ISOs. Stock options may not be granted with an option price less than 100% of the
fair market value of a share of Common Stock on the date the stock option is granted. If an ISO is granted to an employee who owns or
is deemed to own more than 10% of the combined voting power of all classes of the Company's stock (or of any parent or subsidiary),
the option price shall be at least 110% of the fair market value of a share of Common Stock on the date of grant. The 2021 Plan Administration
Committee will determine the terms of each stock option at the time of grant, including, without limitation, the methods by or forms
in which shares will be delivered to participants or registered in their names. The maximum term of each option, the times at which each
option will be exercisable, and provisions requiring forfeiture of unexercised options at or following termination of employment or service
generally are fixed by the 2021 Plan Administration Committee, except that the 2021 Plan Administration Committee may not grant stock
options with a term exceeding 10 years or, in the case of an ISO granted to an employee who owns or is deemed to own more than 10% of
the combined voting power of all classes of our stock (or of any parent or subsidiary), a term exceeding five years.

 Recipients
of stock options may pay the option price (i) in cash, check, bank draft, or money order payable to the order of the Company; (ii) by
delivering to the Company shares of the Company's Common Stock (including restricted stock) already owned by the participant having
a fair market value equal to the aggregate option price and that the participant has not acquired from the Company within six months
prior to the exercise date; (iii) by delivering to the Company or its designated agent an executed irrevocable option exercise form,
together with irrevocable instructions from the participant to a broker or dealer, reasonably acceptable to the Company, to sell certain
of the shares purchased upon the exercise of the option or to pledge such shares to the broker as collateral for a loan from the broker
and to deliver to the Company the amount of sale or loan proceeds necessary to pay the purchase price; (iv) by requesting that Company
withhold the number of shares otherwise deliverable upon exercise of the stock option by the number of shares having an aggregate fair
market value equal to the aggregate option price at the time of exercise ( i.e., a cashless net exercise); and (v) by any other
form of valid consideration that is acceptable to the 2021 Plan Administration Committee in its sole discretion. No dividends or dividend
equivalent rights may be paid or granted with respect to any stock options granted under the 2021 Plan.

 Stock
Appreciation Rights. The 2021 Plan Administration Committee is authorized to grant stock appreciation rights ("SARs")
as a stand-alone award, or freestanding SARs, or in conjunction with options granted under the 2021 Plan, or tandem SARs. SARs entitle
a participant to receive an amount equal to the excess of the fair market value of a share of Common Stock on the date of exercise over
the fair market value of a share of our Common Stock on the date of grant. The exercise price of a SAR cannot be less than 100% of the
fair market value of a share of the Company's Common Stock on the date of grant. The 2021 Plan Administration Committee will determine
the terms of each SAR at the time of the grant, including, without limitation, the methods by or forms in which shares will be delivered
to participants or registered in their names. The maximum term of each SAR, the times at which each SAR will be exercisable, and provisions
requiring forfeiture of unexercised SARs at or following termination of employment or service generally are fixed by the 2021 Plan Administration
Committee, except that no freestanding SAR may have a term exceeding 10 years and no tandem SAR may have a term exceeding the term of
the option granted in conjunction with the tandem SAR. Distributions to the recipient may be made in Common Stock, cash, or a combination
of both as determined by the 2021 Plan Administration Committee. No dividends or dividend equivalent rights may be paid or granted with
respect to any SARs granted under the 2021 Plan.

 Restricted
Stock and Restricted Stock Units. The 2021 Plan Administration Committee is authorized to grant restricted stock and restricted stock
units. Restricted stock consists of shares of our Common Stock that may not be sold, assigned, transferred, pledged, hypothecated, encumbered,
or otherwise disposed of, and that may be forfeited in the event of certain terminations of employment or service, prior to the end of
a restricted period as specified by the 2021 Plan Administration Committee. Restricted stock units are the right to receive shares of
Common Stock at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the 2021
Plan Administration Committee, which include a substantial risk of forfeiture and restrictions on their sale or other transfer by the
participant. The 2021 Plan Administration Committee determines the eligible participants to whom, and the time or times at which, grants
of restricted stock or restricted stock units will be made; the number of shares or units to be granted; the price to be paid, if any;
the time or times within which the shares covered by such grants will be subject to forfeiture; the time or times at which the restrictions
will terminate; and all other terms and conditions of the grants. Restrictions or conditions could include, but are not limited to, the
attainment of performance goals (as described below), continuous service with the Company, the passage of time, or other restrictions
and conditions. Except as otherwise provided in the 2021 Plan or the applicable award agreement, a participant shall have, with respect
to shares of restricted stock, all of the rights of a shareholder of the Company holding the class of Common Stock that is the subject
of the restricted stock, including, if applicable, the right to vote the Common Stock and the right to receive any dividends thereon,
provided that (i) any dividends with respect to such a restricted stock award may be withheld by the Company for the participant's
account until such award is vested, subject to such terms as determined by the 2021 Plan Administration Committee, and (ii) any dividends
so withheld by the Company and attributable to any particular restricted stock award shall be distributed to such participant in cash
or, at the discretion of the 2021 Plan Administration Committee, in shares of the Company's Common Stock having a fair market value
equal to the amount of such dividends, if applicable, upon vesting of the award. If, however, such restricted stock award is forfeited,
the participant's rights as to such dividends will also be forfeited.

 Performance
Awards. The 2021 Plan Administration Committee may grant performance awards payable at the end of a specified performance period
in cash, shares of Common Stock, units, or other rights based upon, payable in, or otherwise related to the Company's Common Stock.
Payment will be contingent upon achieving pre-established performance goals (as discussed below) by the end of the applicable performance
period. The 2021 Plan Administration Committee will determine the length of the performance period, the maximum payment value of an award,
and the minimum performance goals required before payment will be made, so long as such provisions are not inconsistent with the terms
of the 2021 Plan and, to the extent an award is subject to Section 409A of the Code, are in compliance with the applicable requirements
of Section 409A of the Code and any applicable regulations or guidance. In certain circumstances, the 2021 Plan Administration Committee
may, in its discretion, determine that the amount payable with respect to certain performance awards will be reduced from the maximum
amount of any potential awards. If the 2021 Plan Administration Committee determines, in its sole discretion, that the established performance
measures or objectives are no longer suitable because of a change in the Company's business, operations, corporate structure, or
for other reasons that the 2021 Plan Administration Committee deems satisfactory, the 2021 Plan Administration Committee may modify the
performance measures or objectives and/or the performance period.

 Performance
Goals. Awards of restricted stock, restricted stock units, performance awards, and other awards under the 2021 Plan may be made subject
to the attainment of performance goals relating to one or more business criteria which shall consist of one or more or any combination
of the following criteria ("Performance Criteria"): cash (cash flow, cash generation or other cash measures); cost; revenues;
sales; ratio of debt to debt plus equity; net borrowing, credit quality or debt ratings; profit before tax; economic profit; earnings
before interest and taxes; earnings before interest, taxes, depreciation and amortization; gross margin; earnings per share (whether
on a pre-tax, after-tax, operational or other basis); operating earnings; capital expenditures; improvements in capital structure; expenses
(expense management, expense ratio, expense efficiency ratios, expense levels or other expense measures); economic value added; ratio
of operating earnings to capital spending or any other operating ratios; free cash flow; profit (net profit, gross profit, operating
profit, economic profit, profit margin or other corporate profit measures); net income (before or after taxes, operating income or other
income measures); net sales; net asset value per share; business expansion or consolidation (the accomplishment of mergers, acquisitions,
dispositions, public offerings or similar extraordinary business transactions); sales growth; price of the Company's Common Stock;
return measures (including, without limitation, return on assets, capital, equity, investments or sales, and cash flow return on assets,
capital, equity, or sales); market share; inventory levels, inventory management, inventory turn or shrinkage; stock price or performance;
internal rate of return or increase in net present value; working capital targets relating to inventory and/or accounts receivable; service
or product delivery or quality; customer satisfaction; employee retention; safety standards; productivity measures; cost reduction measures;
strategic plan development and implementation; or total return to shareholders. Any Performance Criteria may be used to measure our performance
as a whole or of any of our business units and may be measured relative to a peer group or index. Any Performance Criteria may include
or exclude (i) events that are of an unusual nature or indicate infrequency of occurrence, (ii) gains or losses on the disposition of
a business; (iii) changes in tax or accounting regulations or laws; (iv) the effect of a merger or acquisition, as identified in the
Company's quarterly and annual earnings releases; or (v) other similar occurrences. In all other respects, Performance Criteria
shall be calculated in accordance with the Company's financial statements, under generally accepted accounting principles, or under
a methodology established by the 2021 Plan Administration Committee prior to the issuance of an award, which is consistently applied
and identified in the Company's audited financial statements, including in footnotes, or the Compensation Discussion and Analysis
sections of the Company's annual report and definitive proxy statement, as applicable.

 Other
Awards. The 2021 Plan Administration Committee may grant other forms of awards, based upon, payable in, or that otherwise relate
to, in whole or in part, shares of the Company's Common Stock, if the 2021 Plan Administration Committee determines that such other
form of award is consistent with the purpose and restrictions of the 2021 Plan. The terms and conditions of such other form of award
shall be specified in the grant. Such other awards may be granted for no cash consideration, for such minimum consideration as may be
required by applicable law, or for such other consideration as may be specified in the grant.

 Vesting,
Forfeiture and Recoupment, Assignment. The 2021 Plan Administration Committee, in its sole discretion, may determine that an award
will be immediately vested, in whole or in part, or that all or any portion may not be vested until a date, or dates, subsequent to its
date of grant, or until the occurrence of one or more specified events, subject in any case to the terms of the 2021 Plan. If the 2021
Plan Administration Committee imposes conditions upon vesting, then, subsequent to the date of grant, the 2021 Plan Administration Committee
may, in its sole discretion, accelerate the date on which all or any portion of the award may be vested.

 The
2021 Plan Administration Committee may impose on any award at the time of grant or thereafter, such additional terms and conditions as
the 2021 Plan Administration Committee determines, including terms requiring forfeiture of awards in the event of a participant's
termination of employment or service. The 2021 Plan Administration Committee will specify the circumstances on which performance awards
may be forfeited in the event of a termination of service by a participant prior to the end of a performance period or settlement of
awards. Except as otherwise determined by the 2021 Plan Administration Committee, restricted stock will be forfeited upon a participant's
termination of employment or service during the applicable restriction period. In addition, the Company may recoup all or any portion
of any shares or cash paid to a participant in connection with any award in the event of a restatement of the Company's financial
statements as set forth in the Company's clawback policy, if any, as such policy may be approved or modified by the Board from
time to time.

 Awards
granted under the 2021 Plan generally are not assignable or transferable except by will or by the laws of descent and distribution, except
that the 2021 Plan Administration Committee may, in its discretion and pursuant to the terms of an award agreement, permit transfers
of nonqualified stock options or SARs to (i) the spouse (or former spouse), children, or grandchildren of the participant ("Immediate
Family Members"); (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members; (iii) a partnership in which
the only partners are (a) such Immediate Family Members and/or (b) entities which are controlled by the participant and/or his or her
Immediate Family Members; (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision;
or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided
that (x) there shall be no consideration for any such transfer, (y) the applicable award agreement pursuant to which such nonqualified
stock options or SARs are granted must be approved by the 2021 Plan Administration Committee and must expressly provide for such transferability,
and (z) subsequent transfers of transferred nonqualified stock options or SARs shall be prohibited except those by will or the laws of
descent and distribution.

 Adjustments
Upon Changes in Capitalization. In the event that any dividend or other distribution (whether in the form of cash, shares of the
Company's Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, rights offering,
reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of shares of
Common Stock or other securities of the Company, issuance of warrants or other rights to purchase shares of Common Stock or other securities
of the Company, or other similar corporate transaction or event affects the fair value of an award, then the 2021 Plan Administration
Committee shall adjust any or all of the following so that the fair value of the award immediately after the transaction or event is
equal to the fair value of the award immediately prior to the transaction or event: (i) the number of shares and type of Common Stock
(or the securities or property) which thereafter may be made the subject of awards; (ii) the number of shares and type of Common Stock
(or other securities or property) subject to outstanding awards; (iii) the number of shares and type of Common Stock (or other securities
or property) specified as the annual per-participant limit under the 2021 Plan; (iv) the option price of each outstanding stock option;
(v) the amount, if any, the Company pays for forfeited shares in accordance with the terms of the 2021 Plan; and (vi) the number of or
exercise price of shares then subject to outstanding SARs previously granted and unexercised under the 2021 Plan, to the end that the
same proportion of the Company's issued and outstanding shares of Common Stock in each instance shall remain subject to exercise
at the same aggregate exercise price; provided, however, that the number of shares of Common Stock (or other securities or property)
subject to any award shall always be a whole number. Notwithstanding the foregoing, no such adjustment shall be made or authorized to
the extent that such adjustment would cause the 2021 Plan or any stock option to violate Section 422 of the Code or Section 409A of the
Code. All such adjustments must be made in accordance with the rules of any securities exchange, stock market, or stock quotation system
to which the Company is subject.

or Discontinuance of the 2021 Plan. The Board may, at any time and from time to time, without the consent of participants, alter,
amend, revise, suspend, or discontinue the 2021 Plan in whole or in part; provided, however, that (i) no amendment that requires shareholder
approval in order for the 2021 Plan and any awards under the 2021 Plan to continue to comply with Sections 421 and 422 of the Code (including
any successors to such sections or other applicable law) or any applicable requirements of any securities exchange or inter-dealer quotation
system on which our stock is listed or traded, shall be effective unless such amendment is approved by the requisite vote of our shareholders
entitled to vote on the amendment; and (ii) unless required by law, no action by the Board regarding amendment or discontinuance of the
2021 Plan may adversely affect any rights of any participants or obligations of the Company to any participants with respect to any outstanding
awards under the 2021 Plan without the consent of the affected participant.

 No
Repricing of Stock Options or SARs. The 2021 Plan Administration Committee may not, without the approval of our shareholders, "reprice"
any stock options or SARs. For purposes of the 2021 Plan, "reprice" means any of the following or any other action that has
the same effect: (i) amending a stock option or SAR to reduce its option price or exercise price, respectively; (ii) canceling a stock
option or SAR at a time when its option price or exercise price, respectively, exceeds the fair market value of a share of our Common
Stock in exchange for cash or a stock option, SAR, award of restricted stock, or other equity award with an option price or exercise
price that is less than the option price or exercise price of the original stock option or SAR; or (iii) taking any other action that
is treated as a repricing under generally accepted accounting principles.

 MyMD
Florida Pre-Merger Plan

 In
2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (the "2016
Plan"). The MyMD Florida Incentive Plan provided for the issuance of up to 50,000,000 shares of pre-Merger MyMD Florida Common
Stock. As of December 31, 2023, options to purchase 0 shares of Company Common Stock have been issued pursuant to the plan and
0 shares of Company Common Stock remain available for issuance.

to the Merger Agreement, effective as of the effective time of the Merger, the Company assumed pre-Merger MyMD Florida's Second
Amendment to Amended and Restated 2016 Stock Incentive Plan (collectively with the 2016 Plan, the "MyMD Florida Incentive Plan"),
assuming all of pre-Merger MyMD Florida's rights and obligations with respect to the options issued thereunder (except that the
term of the option will be amended to expire on the second-year anniversary of the effective time of closing). The assumed pre-Merger
MyMD Florida's options became a number of shares of Company Common Stock equal to the product of (a) the number of shares of MyMD
Florida Common Stock subject to such option, multiplied by (b) the Exchange Ratio and rounding the resulting number down to the nearest
whole share of Company Common Stock, at an exercise price per share of Company Common Stock equal to the quotient of (i) the exercise
price per share of MyMD Florida Common Stock subject to such option immediately prior to the effective time of the merger divided by
(ii) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent, and then subsequently adjusted for the
reverse stock split of the MyMD Florida Common Stock. Upon the closing of the Merger, the Company assumed all of pre-Merger MyMD Florida's
rights and obligations under pre-Merger MyMD Florida stock options that were outstanding immediately prior to the effective time of the
Merger, and no additional awards can be issued under the MyMD Florida Incentive Plan.

 The
MyMD Florida Incentive Plan authorized the grant of incentive stock options, non-qualified stock options, restricted stock, restricted
stock units, and other stock-based awards, or a combination of the foregoing. MyMD Florida granted only incentive stock options and non-qualified
stock options under the plan.

 Authorized
Shares. A total of 50,000,000 shares of pre-Merger MyMD Florida Common Stock were authorized for the grant of awards under the
MyMD Florida Incentive Plan.

 Plan
Administration. The MyMD Florida Incentive Plan was administered by the MyMD Florida board of directors. The MyMD Florida board had
the authority to grant awards under the plan and to adopt, amend, and repeal such administrative rules, guidelines, and practices relating
to the plan as it deemed advisable. The MyMD Florida board had the authority to determine the persons to whom and the dates on which
awards will be granted, the number of shares of Common Stock to be subject to each award, the time or times during the term of each award
within which all or a portion of such award may be exercised, the exercise price, the type of consideration to be paid, and the other
terms and provisions of each award, which need not be identical. The MyMD Florida board had the power to construe and interpret the MyMD
Florida Incentive Plan and awards granted under it. All decisions, determinations and interpretations by the MyMD Florida board regarding
the plan were to be final, binding and conclusive on all participants or other persons claiming rights under the plan or any award.

 Options.
 Options granted under the MyMD Florida Incentive Plan could (i) either be "incentive stock options" within the meaning
of Section 422 of the Code, or "nonqualified stock options," and (ii) become vested upon such conditions as were determined
by the MyMD Florida board. Such vesting could be based on continued service to MyMD Florida over a certain period, the occurrence of
certain performance milestones, or other criteria as determined by the MyMD Florida board. Options granted under the MyMD Florida Incentive
Plan could be subject to different vesting terms. Options could not have an exercise price per share of less than 100% of the fair market
value of a share of MyMD Florida Common Stock on the date of grant or a term longer than 10 years. To the extent provided by the terms
of an option, a participant could satisfy any federal, state or local tax withholding obligation relating to the exercise of such option
by a cash payment upon exercise, by authorizing MyMD Florida to withhold a portion of the stock otherwise issuable to the participant
upon exercise, or by such other method as may be set forth in the option agreement or authorized by the MyMD Florida board. The treatment
of options under the MyMD Florida Incentive Plan upon a participant's termination of employment with or service to MyMD Florida
was set forth in the applicable award agreement, which typically provided that the options would terminate 24 months after a termination
of employment or service. In connection with the Merger Agreement, on November 10, 2020, MyMD Florida amended each of the option grant
award agreements noted above to, among other things, revise the term of exercisability of such option to expire on the earlier of (i)
the 10th anniversary of the date of grant or (ii) the second anniversary of the effective date of a "Reorganization Event"
as defined in the MyMD Florida Incentive Plan. Accordingly, the term of each such option was amended to expire on the second anniversary
of the effective date of the Merger. Incentive stock options are not transferable except by will or by the laws of descent and distribution.
Non-qualified stock options are transferable to certain permitted transferees (as provided in the MyMD Florida Incentive Plan) to the
extent included in the option award agreement.

 Restricted
Stock and Restricted Stock Unit Awards. Subject to certain limitations, the MyMD Florida board was authorized to grant awards of
restricted stock and restricted stock units, which are rights to receive shares of MyMD Florida Common Stock or cash, as determined by
the MyMD Florida board and as set forth in the applicable award agreement, upon the settlement of the restricted stock units at the end
of a specified time. The MyMD Florida board could impose any restrictions or conditions upon the vesting of restricted stock or restricted
stock unit awards, or that would provide for a delay in the settlement of a restricted stock unit award after it vests, that the committee
deemed appropriate and in accordance with the requirements of Section 409A of the Code. Dividend equivalents could be credited in respect
of shares covered by a restricted stock or a restricted stock unit award, as determined by the MyMD Florida board. At the discretion
of the MyMD Florida board, such dividend equivalents could be converted into additional shares covered by restricted stock or restricted
stock units, as applicable. If a restricted stock or restricted stock unit award recipient's employment or service relationship
with MyMD Florida terminated, any unvested portion of the restricted stock or restricted stock unit award would be forfeited, unless
the participant's award agreement provided otherwise. Restricted stock and restricted stock unit awards are generally not transferable
except (i) by will or by the laws of descent and distribution or (ii) to certain permitted transferees, to the extent provided in the
award agreement.

 Other
Stock-Based Awards. The MyMD Florida Incentive Plan authorized the grant of other awards that are valued in whole or in part by reference
to, or are otherwise based on, shares of MyMD Florida Common Stock or other property, including awards entitling recipients to receive
shares of MyMD Florida Common Stock to be delivered in the future.

 Certain
Adjustments; Reorganization Events. In connection with any stock split, reverse stock split, stock dividend, dividend in property
other than cash, recapitalization, share combination, share reclassification, spin-off, or other similar change in capitalization or
event, the MyMD Florida board would equitably adjust the type(s), class(es) and number of shares of stock subject to the MyMD Florida
Incentive Plan, and any outstanding awards would also be appropriately adjusted as to the type(s), class(es), number of shares and exercise
price per share of Common Stock subject to such awards.

 In
the event of a "Reorganization Event" (as defined in the MyMD Florida Incentive Plan) such as certain mergers or consolidations,
the MyMD Florida board could take any one or more of the following actions as to all or any (or any portion of) outstanding awards on
such terms as the board determines: (i) provide that awards will be assumed, or substantially equivalent awards will be substituted,
by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a participant, provide that all of
the participant's unexercised awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised
by the participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding
awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an award shall lapse, in whole or in part
prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of MyMD Florida
Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event, make or provide
for a cash payment to participants with respect to each award held by a participant equal to (A) the number of shares of MyMD Florida
Common Stock subject to the vested portion of the award (after giving effect to any acceleration of vesting that occurs upon or immediately
prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the acquisition price in the Reorganization Event over
(II) the exercise price of such award and any applicable tax withholdings, in exchange for the termination of such award, (v) provide
that, in connection with a liquidation or dissolution of MyMD Florida, awards shall convey into the right to receive liquidation proceeds
(if applicable, net of the exercise price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In
taking any of above actions, the MyMD Florida board would not be obligated by the MyMD Florida Incentive Plan to treat all awards of
the same type identically.

 Amendment,
Termination. The MyMD Florida board could amend, alter, suspend, discontinue, or terminate the MyMD Florida Incentive Plan, provided
that no such amendment would adversely affect the rights of any participant without the participant's consent. The MyMD Florida
Incentive Plan will terminate in 2026, unless earlier terminated earlier by the Company.

 Company
Pre-Merger Plans

 On
January 23, 2014, we adopted the 2013 Stock Incentive Plan (the "2013 Plan"). The 2013 Plan was amended by the Board on
January 9, 2015 and September 30, 2016, and such amendments were ratified by stockholders on December 7, 2018. The 2013 Plan
provides for the issuance of up to 73 shares of the Company's Common Stock, and as of December 31, 2023 19 shares of Common
Stock remain available for grants under the 2013 Plan.

 On
December 21, 2016, the shareholders approved, and the Company adopted the 2016 Stock Incentive Plan (the "2016 Plan"). The
2016 Plan provides for the issuance of up to 1,666,667 shares of the Company's common stock. As of December 31, 2023, grants of
options to purchase 0 shares of Common Stock have been issued pursuant to the 2016 Plan, and 0 shares of Common Stock remain
available for issuance.

 On
August 7, 2017, the stockholders approved, and the Company adopted the 2017 Stock Incentive Plan ("2017 Plan"). The 2017
Plan provides for the issuance of up to 118 shares of the Company's Common Stock. The purpose of the 2017 Plan is to provide
additional incentive to those of our officers, employees, consultants and non-employee directors and our parents, subsidiaries and
affiliates whose contributions are essential to the growth and success of our business. As of December 31, 2022, grants of
restricted stock and options to purchase totaling 93 shares of Common Stock have been issued pursuant to the 2017 Plan and as of
December 31, 2023, 25 shares of Common Stock remain available for grants under the 2017 Plan. The 2017 Plan provides for the
issuance of shares of the Company's Common Stock through the grant of non-qualified options, incentive options, restricted
stock and unrestricted stock to directors, officers, consultants, attorneys, advisors, and employees.

 On
December 7, 2018, the stockholders approved, and we adopted the 2018 Stock Incentive Plan (the "2018 Plan") and on August
27, 2020, the stockholders approved, and we adopted an amendment to the plan to increase the number of shares of Common Stock available
for issuance pursuant to awards under the 2018 Plan by an additional 17,366 shares. The 2018 Plan, as amended, provides for the issuance
of up to 18,670 shares of the Company's Common Stock. The purpose of the 2018 Plan is to provide additional incentive to those
of our officers, employees, consultants and non-employee directors and to promote the success of our business. As of December 31, 2023,
grants of RSUs to purchase 8,769 shares of Common Stock had been issued pursuant to the 2018 Plan, and 9,901 shares of Common Stock
remained available for issuance. The 2018 Plan provides for the issuance of shares of the Company's Common Stock through the grant
of options, restricted stock, stock appreciation rights, other stock-based awards, performance compensation awards to directors, officers,
consultants, advisors, and employees. In addition, the 2018 Plan provides the Compensation Committee of the Board with discretion to accelerate
the vesting and exercisability of outstanding awards upon the occurrence of a change of control (as defined in the 2018 Plan).

Compensation Plan Information

 The
following table provides information regarding the number of securities to be issued under the 2021 Plan, the 2013 Plan, the 2016 Plan,
the 2017 Plan and the 2018 Plan (collectively, the "Equity Compensation Plans") as of December 31, 2023:

 Plan
 Category

 of

 to

 be
 issued

 upon
 exercise

 of
 outstanding

 options,

 warrants
 and

 rights
 (a)

 Weighted-average

 exercise
 price

 of
 outstanding

 options
 (b)

 remaining

 available
 for

 future
 issuance

 under
 equity

 compensation

 plans
 (excluding

 reflected
 in

 column
 (a)) (c)

 Equity compensation
 plans approved by security holders (1)

 139,840

 $
 46.09

 20,567

 Equity compensation plans
 not approved by security holders

 -

 -

 -

 Total

 139,840

 $
 46.09

 20,567

 (1)

 shares available for issuance under the Equity Compensation Plans.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

 The
following table sets forth information regarding the beneficial ownership of our voting securities as of March 29, 2024 by (i) each person
known to us to beneficially own five percent (5%) or more of any class of our voting securities; (ii) each of our named executive officers
and directors; and (iii) all of our directors and executive officers as a group. The percentages of voting securities beneficially
owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the
rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes
the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the
disposition of the security. Except as indicated in the footnotes to this table, to our knowledge and subject to community property laws
where applicable, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares
beneficially owned and each person's address is c/o MyMD Pharmaceuticals, Inc., 855 N. Wolfe Street, Suite 601, Baltimore, MD 21205.
Percentage of Common Stock ownership is based on 2,157,632 shares of Common Stock issued and outstanding as of March 29, 2024. Percentage
of Series D Convertible Preferred Stock (the "Series D Preferred Stock") ownership is based on 72,992 shares of Series D
Preferred Stock issued and outstanding as of March 29, 2024.

 The
number of shares of Common Stock beneficially owned by the principal stockholders and the percentage of shares outstanding, as set forth
below, take into account certain limitations on the exercise of warrants to purchase Common Stock.

 Beneficial
ownership is determined in accordance with the rules of the SEC. For the purpose of calculating the number of shares beneficially owned
by a stockholder and the percentage ownership of that stockholder, shares of Common Stock subject to options or warrants that are currently
exercisable or exercisable within sixty (60) days of March 29, 2024 by that stockholder are deemed outstanding.

 Name

 of Shares of Common Stock Beneficially Owned (1)

 Percentage
 of Class

 of Shares of Series D Preferred Stock Beneficially Owned (2)

 Percentage
 of Class

 Total
 Voting Power

 5% Beneficial
 Owner

 Richard Abbe /
 Iroquois Capital Investment Group LLC (3)

 167,058

 7.22
 %

 -

 *

 6.46
 %

 Caroline Williams / Starwood
 Trust (4)

 124,815

 5.78
 %

 -

 *

 5.78
 %

 Premas Biotech PVT Ltd. (5)

 3,459

 *

 %

 *

 Named
 Executive Officers and Directors

 Joshua Silverman (6)

 5,181

 *

 -

 *

 *

 Bill J White (7)

 4,125

 *

 -

 *

 *

 Craig Eagle, M.D. (8)

 5,277

 *

 -

 *

 Jude Uzonwanne (9)

 1,666

 *

 -

 *

 *

 Christopher C Schreiber (10)

 4,607

 *

 -

 *

 *

 Christopher Chapman, M.D. (11)

 11,666

 *

 -

 *

 *

 Adam Kaplin, M.D., PhD (12)

 1,666

 *

 -

 *

 *

 Ian Rhodes

 -

 Paul Rivard (13)

 15,000

 *

 -

 *

 *

 All current executive officers
 and Directors as a group (8 persons)

 34,188

 2.24
 %

 -

 *

 2.24
 %

 *
Less than 1%.

 (1)

 Percentage of Common Stock ownership is based on 2,157,632
shares of Common Stock issued and outstanding as of March 29, 2024.

 (2)

 Percentage of Series D Preferred Stock ownership is based
on 72,992 shares of Series D Preferred Stock issued and outstanding as of March 29, 2024.

 (3)

 This
 information is based on a Schedule 13G/A filed with the
 SEC on February 14, 2024 by Iroquois Capital Management, LLC ("Iroquois Capital")
 and on information available to the Company. The principal business office is 125 Park Avenue,
 25 th Floor, New York, NY 10017. Iroquois Capital is the investment advisor for
 Iroquois Master Fund, Ltd. ("IMF"). As directors of IMF, Kimberly Page ("Ms. Page") and Richard
 Abbe ("Mr. Abbe") make voting and investment decisions on behalf of IMF. As a result of the foregoing,
 Ms. Page and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section
 13(d) of the Exchange Act) of the securities held by Iroquois Capital and IMF.

 IMF
 owns (1) 6,248 shares of Common Stock, (2) 2,083 shares of Series F Preferred Stock, which are convertible into up to
 655,032 shares of Common Stock (subject to a 4.99% beneficial ownership blocker), and (3) warrants to purchase up to 1,609,769
 shares of Common Stock, including warrants to purchase up to 1,572,328 shares of Common
Stock that are subject to a 4.99% beneficial ownership blocker and warrants to purchase up to 37,441 shares of Common Stock that are subject to a 9.99% beneficial ownership blocker.

 Mr.
 Abbe also has voting control and investment discretion over securities held by Iroquois Capital Investment Group LLC ("ICIG").
 As such, Mr. Abbe may be deemed to be the beneficial owner (as determined under Section 13(d) of the Exchange Act) of the securities
 held by ICIG. ICIG owns (1) 473 shares of Common Stock, (2) 2,083 shares of Series F Preferred Stock, which are
convertible into up to 360,378 shares of Common Stock (subject to a 4.99% beneficial ownership blocker), and warrants to purchase up to 881,633 shares of Common Stock, including warrants to purchase up to 864,780 shares of Common Stock
that are subject to a 4.99% beneficial ownership blocker and warrants to purchase up to 16,853 shares of Common Stock that are subject
 to a 9.99% beneficial ownership blocker. In addition,
 by virtue of his position as a custodian or trustee of certain Accounts (The Samantha Abbe Irrevocable Trust, The Talia Abbe Irrevocable
 Trust and The Bennett Abbe Irrevocable Trust), Mr. Abbe may be deemed to be the beneficial owner of the 3,859 shares of Common
 Stock held in aggregate by such Accounts.

 (4)

 This
 information is based on a Schedule 13D filed with the SEC on April 16, 2021 by Caroline Williams ("Ms. Williams"),
 individually and as Trustee of the Starwood Trust ("Trust"), and on information available to the Company. The Schedule 13D
 reports shared voting power for 3,747,210 shares of Common Stock and shared dispositive power
 for 3,747,210 shares of Common Stock. The Common Stock is held directly by the Trust. As
 trustee of the Trust, Ms. Williams makes voting and investment decisions on behalf of the
 Trust. As a result of the foregoing, Ms. Williams may be deemed to have beneficial ownership
 (as determined under Section 13(d) of the Exchange Act) of the securities held by The Starwood
 Trust. The principal business address of The Starwood Trust is 324 South Hyde Park Avenue,
 Suite 350, Tampa, Florida 33606. The Trust owns 2,471,479 shares of Common Stock.

 Ms.
 Williams individually owns 1,272,972 shares of Common Stock as such is deemed to have beneficial ownership.

 (5)

 On
 March 23, 2020, Premas Biotech PVT., Ltd received 103,782 shares of Common Stock and 72,992 shares of Series D Convertible Preferred
 Stock as partial compensation for their rights to Cystron.

 Prabuddha
 Kundu has sole voting and dispositive power over the securities held for this account.

 (6)

 (i) 5,000 shares of Common Stock held by Mr. Silverman, (ii) 2,459 restricted stock unit ("RSU") awards to Mr. Silverman
 that are vested or scheduled to vest within 60 days of March 29, 2024, and (iii) 2,222 shares of Common Stock issuable upon the exercise of
options held by Mr. Silverman exercisable within 60 days of March 29, 2024.

 (7)

(i) 2,459 RSU awards to Mr. White that are vested or scheduled to vest within 60 days of March 29, 2024 and (ii) 1,666 shares of
Common Stock issuable upon the exercise of options held by Mr. White exercisable within 60 days of March 29, 2024.

 (8)

5,277 shares of Common Stock issuable upon the exercise of options held by Dr. Eagle exercisable within 60 days of March 29, 2024.

 (9)

1,666 shares of Common Stock issuable upon the exercise of options held by Mr. Uzonwanne exercisable within 60 days of March 29, 2024.

 (10)

(i) 2,941 RSU awards to Mr. Schreiber that are vested or scheduled to vest within 60 days of March 29, 2024 and (ii) 1,666 shares
of Common Stock issuable upon the exercise of options held by Mr. Schreiber exercisable within 60 days of the March 29, 2024.

 (11)

11,666 shares of Common Stock issuable upon the exercise of options held by Dr. Chapman exercisable within 60 days of March 29,
2024.

 (12)

1,666 shares of Common Stock issuable upon the exercise of options held by Dr. Kaplin exercisable within 60 days of March 29, 2024.

 (13)

 Represents (i) 15,000 shares of Common Stock and (ii) 1,666 shares of Common Stock issuable upon the exercise of options held by Mr. Rivard exercisable within 60 days of March 29, 2024.

 Effective as
of November 14, 2023, Mr. Rivard separated from his employment with the Company.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Transactions
with related persons are governed by our Code of Business Ethics and Conduct, which applies to all of our employees, as well as each
of our directors and certain persons performing services for us. This code covers a wide range of potential activities, including, among
others, conflicts of interest, self-dealing and related party transactions. Waiver of the policies set forth in this code will only be
permitted when circumstances warrant. Such waivers for directors and executive officers, or that provide a benefit to a director or executive
officer, may be made only by the Board, as a whole, or the Audit Committee and must be promptly disclosed as required by applicable law
or regulation. Absent such a review and approval process in conformity with the applicable guidelines relating to the particular transaction
under consideration, such arrangements are not permitted. All related party transactions for which disclosure is required to be provided
herein were approved in accordance with our Code of Business Ethics and Conduct and Whistleblower Policy.

 Other
than compensation agreements, and other arrangements which are described below and under "Item 11. Executive Compensation"
herein, since January 1, 2022, there has not been, and there is not currently proposed, any transaction or series of similar transactions
to which we were or will be a party in which the amount involved exceeded or will exceed the lesser of $120,000 or the average of our
total assets at year-end for the last two completed fiscal years and in which any director, executive officer, holder of 5% or more of
any class of our capital stock, or any member of their immediate family had or will have a direct or indirect material interest.

 On
August 17, 2022, pursuant to a securities purchase agreement with certain institutional and accredited investors, dated August 15, 2022,
the Company issued and sold, in a registered direct offering (the "August RD"), an aggregate of 47,059 shares of its Common
Stock at an offering price of $127.50 per share and, in a concurrent private placement (together with the August RD, the "August
Offerings"), 47,063 unregistered investor warrants to purchase up to 47,063 shares of its Common Stock at an exercise price
of 157.50, for gross and net proceeds of $5,999,997 and $5,550,028, respectively. In connection with the August Offering, we issued to
Iroquois Capital Investment Group LLC ("ICIG") 7,844 shares of Common Stock and warrants to purchase an additional 7,844
shares of Common Stock. ICIG is the beneficial owner of more than five percent of our Common Stock. In connection with the August Offering,
we also issued to Iroquois Master Fund Ltd., an affiliate of ICIG ("IMF"), 11,765 shares of Common Stock and warrants to
purchase an additional 11,765 shares of Common Stock.

 In addition, in connection with the February 2023
Offering we issued to ICIG 2,750 shares of our Series F Preferred Stock and warrants to purchase up to 40,651 shares of Common Stock (adjusted
to 864,780 shares of Common Stock pursuant to the terms of the Warrants following the Reverse Stock Split). In connection with the February
2023 Offering, we also issued to IMF 5,000 shares of Series F Preferred Stock and warrants to purchase up to 73,910 shares of Common Stock
(adjusted to 1,572,328 shares of Common Stock pursuant to the terms of the Warrants following the Reverse Stock Split).

 On
April 14, 2023, the Company issued a reimbursement payment to Mr. Jonnie Williams, Sr. in the amount $500,000. The payment represented
reimbursement for expenses incurred by Mr. Williams meeting with potential strategic corporate partners on behalf of the Company as part
of the Company's business development efforts. Mr. Williams is an immediate family member of a stockholder who beneficially holds
more than 5% of our Common Stock.

 Director Independence

 See "Item 10. Directors,
Executive Officers, and Corporate Governance—Director Independence," above.

 Item
14. Principal Accountant Fees and Services.

 2023

 2022

 Audit Fees

 $
 150,492

 $
 141,924

 Audit-Related Fees

 -

 -

 Tax Fees

 14,300

 26,212

 All Other Fees

 -

 1,000

 TOTAL

 $
 164,792

 $
 169,136

 Audit
Fees. This category includes the audit of our annual consolidated financial statements, reviews of our financial statements included
in our Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection with its
engagements for those years.

 Audit-Related
Fees. This category consists of assurance and related services by our independent registered public accounting firm that are reasonably
related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees."
The services for the fees disclosed under this category include consents regarding equity issuances.

 Tax
Fees. This category typically consists of professional services rendered by our independent registered public accounting firm for
tax compliance and tax advice.

 All
Other Fees. This category includes aggregate fees billed in each of the last two fiscal years for products and services provided
by the Morison Cogen LLP, other than the services reported in the categories above.

 Pre-Approval
Policies and Procedures

 Under
the Audit Committee's pre-approval policies and procedures, the Audit Committee is required to pre-approve all fees paid to, and
all services performed by, our independent registered public accounting firm. At the beginning of each year, the Audit Committee pre-approves
the proposed services, including the nature, type and scope of services contemplated and the related fees to be rendered by our independent
registered public accounting firm during the year. In addition, Audit Committee pre-approval is also required for those engagements that
may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee.

 All
of the services rendered by Morison Cogen LLP in 2023 were pre-approved by the Audit Committee.

 PART
IV

 Item
15. Exhibit and Financial Statement Schedules.

 (a)
The following documents are filed as part of this Annual Report on Form 10-K:

 (1)

 Financial
 Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID No: 00536)

 Consolidated Balance Sheets

 Consolidated Statements of Comprehensive Loss

 Consolidated Statements of Changes in Shareholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)

 Financial
 Statements Schedule

 None.
Financial statement schedules have not been included because they are not applicable or the information is included in the financial
statements or notes thereto.

 (3)

 Exhibits

 See
"Index to Exhibits" for a description of our exhibits.

 Item
16. Form 10-K Summary.

 Not
applicable

TO EXHIBITS

 Exhibit

 Exhibit

 2.1**

 Agreement
 and Plan of Merger and Reorganization, dated November 11, 2020, by and among Akers Biosciences, Inc., XYZ Merger Sub Inc., and MYMD
 Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
 Securities and Exchange Commission on November 12, 2020).

 2.2

 No. 1 to Agreement and Plan of Merger and Reorganization, dated March 16, 2021, by and among Akers Biosciences, Inc., XYZ Merger
 Sub Inc., and MyMD Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 2.2 to the Company's Registration Statement
 on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021)

 2.3

 Agreement and Plan of Merger, dated March 4, 2024, by and between MyMD Pharmaceuticals, Inc., a New Jersey corporation, and MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

 3.1

 Amended
 and Restated Certificate of Incorporation, effective April 16, 2021 (incorporated herein by reference to Exhibit 3.1 to the Company's
 Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

 3.2

 Certificate
 of Amendment to Amended and Restated Certificate of Incorporation, effective April 16, 2021 (incorporated herein by reference to
 Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

 3.3

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective February 14, 2024 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2024).

 3.4

 Certificate of Incorporation of MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

 3.5

 Certificate of Correction, dated March 25, 2024, to the Certificate of Incorporation of MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K/A filed with the Securities and Exchange Commission on March 26, 2024).

 3.6

 Amended
 and Restated Bylaws of MyMD Pharmaceuticals, Inc., effective April 16, 2021 (incorporated herein by reference to Exhibit 3.3 to the
 Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

 3.7

 Bylaws of MyMD Pharmaceuticals, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2024).

 3.8

 Form
 of Certificate of Designations of Series F Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company's
 Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023).

 4.1+

 Description of Securities

 4.2

 Form
 of Series C Convertible Preferred Stock Warrant Certificate (incorporated herein by reference to Exhibit 4.9 to the Company's
 Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

 4.3

 Form
 of Pre-Funded Warrant Certificate (incorporated herein by reference to Exhibit 4.10 to the Company's Registration Statement
 on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

 4.4

 Form
 of Placement Agent Warrant Certificate (incorporated herein by reference to Exhibit 4.12 to the Company's Annual Report on
 Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

 4.5

 Form
 of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed
 with the Securities and Exchange Commission on April 8, 2020).

 4.6

 Form
 of Placement Agent Warrant (incorporated herein by references to Exhibit 4.1 to the Company's Current Report on Form 8-K filed
 with the Securities and Exchange Commission on May 15, 2020).

 4.7

 Form
 of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed
 with the Securities and Exchange Commission on August 13, 2020).

 4.8

 Form
 of Placement Agent Warrant (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed
 with the Securities and Exchange Commission on November 18, 2020).

 4.9

 Agreement dated as of September 9, 2020 between Akers Biosciences, Inc. and VStock Transfer, LLC as Rights Agent (incorporated herein
 by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on
 September 9, 2020).

 4.10

 No. 1 to Rights Agreement, dated as of March 18, 2021, by and between Akers Biosciences, Inc. and VStock Transfer, LLC, as Rights
 Agent (incorporated herein by reference to Exhibit 4.19 to the Company's Registration Statement on Form S-4/A filed with the
 Securities and Exchange Commission on March 19, 2021).

 4.11

 Form
 of Pre-Funded Warrant. of Akers Biosciences, Inc. (incorporated herein by reference to Exhibit 4.1 to the Company's Current
 Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

 4.12

 Form
 of Investor Warrant. of Akers Biosciences, Inc. (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report
 on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

 4.13

 Form
 of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities
 and Exchange Commission on August 15, 2022).

 4.14

 Form
 of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities
 and Exchange Commission on February 21, 2023).

 10.1#

 2013 Incentive Stock and Award Plan (incorporated herein by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

 10.2#

 Form of Nonqualified Stock Option Agreement (Non-Employee) (incorporated herein by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

 10.3#

 Form of Nonqualified Stock Option Agreement (Employee) (incorporated herein by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

 10.4#

 Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.17 to the Company's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

 10.5#

 Form of Incentive Stock Option (incorporated herein by reference to Exhibit 10.18 to the Company's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on December 6, 2013).

 10.6#

 Amended and Restated 2013 Incentive Stock and Award Plan of the Company (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2015).

 10.7#

 First Amendment to the Amended and Restated 2013 Incentive Stock and Award Plan of the Company (incorporated by referenced to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 12, 2016).

 10.8

 Form of Placement Agency Agreement, dated March 30, 2017, by and between the Company and Joseph Gunnar and Co., LLC (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

 10.9

 Form of Securities Purchase Agreement, dated March 30, 2017, by and between the Company and various purchasers. (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

 10.10

 Form Registration Rights Agreement, dated March 30, 2017, by and between the Company and various purchasers (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2017).

 10.11#

 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2017).

 10.12#

 Form of Resignation Agreement of John J. Gormally (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2018).

 10.13

 Form of Securities Purchase Agreement, dated October 31, 2018, by and among the Company and the investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2018).

 10.14#

 2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2018).

 10.15

 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.29 to the Company's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 29, 2019).

 10.16#

 Offer of Employment to Christopher C. Schreiber, dated January 31, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2020).

 10.17

 Membership Interest Purchase Agreement, dated as of March 23, 2020, by and among the members of Cystron Biotech, LLC and the Company (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

 10.18

 Support Agreement, dated as of March 23, 2020, by and among the Company and certain of its stockholders (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

 10.19

 Registration Rights Agreement, dated as of March 23, 2020, by and among certain members of Cystron Biotech, LLC and the Company (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

 10.20

 Amended and Restated License and Development Agreement by and among Premas Biotech PVT Ltd and Cystron Biotech, LLC (incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).

 10.21

 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2020).

 10.22

 Amendment No.1 to the Membership Interest Purchase Agreement, dated May 14, 2020 (incorporated herein by reference to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020).

 10.23

 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2020).

 10.24#

 CFO Consulting Agreement, dated as of July 21, 2020, between the Company and Brio Financial Group (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2020).

 10.25

 Settlement Agreement and General, Release, dated as of August 3, 2020, by and among the Company and ChubeWorkx Guernsey Limited (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 07, 2020).

 10.26

 Leak-Out and Support Agreement, dated as of August 3, 2020, by and among the Company and ChubeWorkx Guernsey Limited (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 07, 2020).

 10.27

 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2020).

 10.28#

 First Amendment to the Akers Biosciences, Inc., 2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2020).

 10.29

 Secured Promissory Note, dated November 11, 2020, by and between the Company and MYMD Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2020).

 10.30

 Form
 of Securities Purchase Agreement, dated November 11, 2020, by and between the Company and purchasers named therein (incorporated
 herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission
 on November 12, 2020).

 10.31

 Contribution
 and Assignment Agreement, dated March 16, 2021, by and among Akers Biosciences, Inc., Cystron Biotech LLC, and Oravax Medical Inc.
 (incorporated herein by reference to Exhibit 10.48 to the Company's Registration Statement on Form S-4/A filed with the Securities
 and Exchange Commission on March 19, 2021).

 10.32

 Termination
 and Release Agreement, dated March 16, 2021, by and among Akers Biosciences, Inc., Cystron Biotech LLC, Premas Biotech Pvt. Ltd.,
 and the other parties signatory thereto (incorporated herein by reference to Exhibit 10.49 to the Company's Registration Statement
 on Form S-4/A filed with the Securities and Exchange Commission on March 19, 2021).

 10.33#

 MyMD
 Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company's Current
 Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

 10.34#

 Form
 of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on
 Form 8-K filed with the Securities and Exchange Commission on April 22, 2021).

 10.35#

 Form
 of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form
 8-K filed with the Securities and Exchange Commission on April 22, 2021).

 10.36#

 Form
 of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.6 to the Company's Current Report on Form
 8-K filed with the Securities and Exchange Commission on April 22, 2021).

 10.37

 Asset
 Purchase Agreement, dated November 11, 2020, by and between MyMD Pharmaceuticals, Inc. and Supera Pharmaceuticals, Inc. (incorporated
 herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
 on May 18, 2021).

 10.38#

 MyMD
 Pharmaceuticals (Florida) Inc. Second Amendment to Amended and Restated 2016 Stock Incentive Plan, dated July 1, 2019 (incorporated
 herein by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
 on May 18, 2021).

 10.39

 Amended
 and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings II,
 LLC and Supera Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.9 to the Company's Quarterly Report on
 Form 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

 10.40

 Amended
 and Restated Confirmatory Patent Assignment and Royalty Agreement dated November 11, 2020, by and between SRQ Patent Holdings, LLC
 and MyMD Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.10 to the Company's Quarterly Report on Form
 10-Q filed with the Securities and Exchange Commission on May 18, 2021).

 10.41#

 Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc., effective December 18, 2020 (incorporated herein by reference
 to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18,
 2021).

 10.42#

 No. 1 to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals (Florida), Inc, dated February 11, 2021 (incorporated
 herein by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange

 10.43#

 Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., effective November 1, 2020 (incorporated herein by reference
 to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18,
 2021).

 10.44#

 No. 1 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated December 18, 2020 (incorporated
 herein by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange

 10.45#

 No. 2 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated January 8, 2021 (incorporated
 herein by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange

 10.46#

 No. 3 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals (Florida), Inc., dated February 11, 2021 (incorporated
 herein by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange

 10.47#

 Agreement between Paul Rivard and MyMD Pharmaceuticals (Florida), Inc., dated September 21, 2020 (incorporated herein by reference
 to Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 18,
 2021).

 10.48#

 No. 1 to Employment Agreement between Paul Rivard and MyMD Pharmaceuticals (Florida), Inc., dated November 24, 2020 (incorporated
 herein by reference to Exhibit 10.18 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange

 10.49#

 No. 2 to Employment Agreement between Paul Rivard and MyMD Pharmaceuticals (Florida), Inc., dated December 18, 2020 (incorporated
 herein by reference to Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange

 10.50#

 No. 4 to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated November 24, 2021 (incorporated herein
 by reference to Exhibit 10.66 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission
 on March 31, 2022).

 10.51#

 No. 2 to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals, Inc., dated November 24, 2021 (incorporated herein by
 reference to Exhibit 10.67 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on
 March 31, 2022).

 10.52

 Form
 of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form
 10-Q filed with the Securities and Exchange Commission on August 15, 2022).

 10.53#

 Fifth
 Amendment to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated August 30, 2022 (incorporated herein
 by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
 on November 10, 2022).

 10.54#

 Third
 Amendment to Employment Agreement between Adam Kaplin and MyMD Pharmaceuticals, Inc., dated August 30, 2022 (incorporated herein
 by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
 on November 10, 2022).

 10.55#

 Sixth
 Amendment to Employment Agreement between Chris Chapman and MyMD Pharmaceuticals, Inc., dated January 1, 2023 (incorporated herein
 by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission
 on February 3, 2023).

 10.56

 Form
 of Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with
 the Securities and Exchange Commission on February 21, 2023).

 10.57#

 Third
 Amendment to Employment Agreement between Paul Rivard, Esq. and MyMD Pharmaceuticals, Inc., dated March 22, 2023. (incorporated herein
 by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission
 on March 23, 2023).

 10.58#+

 Seventh Amendment to Employment Agreement, dated September 6, 2023, by and between MyMD Pharmaceuticals, Inc. and Dr. Chris Chapman

 10.59#

 Eighth Amendment to Employment Agreement, dated November 13 2023, by and between MyMD Pharmaceuticals, Inc. and Dr. Chris Chapman (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

 10.60#

 Fourth
 Amendment to Employment Agreement, dated November 13, 2023, by and between MyMD Pharmaceuticals, Inc. and Dr. Adam Kaplin
 (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed with the Securities and
 Exchange Commission on November 14, 2023).

 10.61#

 Employment Mutual Separation Agreement, dated November 13, 2023, by and between MyMD Pharmaceuticals, Inc. and Paul M. Rivard (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

 10.62#

 First Amendment to Agreement, dated November 13, 2023, by and between MyMD Pharmaceuticals, Inc. and Christopher C. Schreiber (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

 21.1

 List of Subsidiaries of MyMD Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023)

 23.1+

 Consent
 of Morison Cogen LLP, Independent Registered Public Accounting Firm.

 31.1+

 Certification
 of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

 31.2+

 Certification
 of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

 32.1*

 Certification
 of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
 of 2002

 32.2*

 Certification
 of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
 of 2002

 97.1+

 MyMD Pharmaceuticals, Inc. Compensation Recovery Policy

 Interactive
 Data Files of Financial Statements and Notes.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 +
Filed herewith

 *
Furnished herewith.

 #
Management contract or compensatory plan or arrangement.

 **
The schedules and exhibits to the Agreement and Plan of Merger and Reorganization have been omitted pursuant to Item 601(b)(2) of Regulation
S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 MYMD
 PHARMACEUTICALS, INC.

 Date:

 By:

 /s/
 Christopher C. Chapman

 Name:

 C. Chapman, M.D.

 Title:

 President
 and Chief Medical Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Christopher C. Chapman

 President,
 Chief Medical Officer and Director

 C. Chapman, M.D.

 (Principal
 Executive Officer)

 /s/
 Ian Rhodes

 Interim
 Chief Financial Officer

 Ian
 Rhodes

 (Principal
 Financial Officer and Principal Accounting Officer)

 /s/
 Joshua Silverman

 Chairman
 of the Board

 Joshua
 Silverman

 /s/
 Bill J. White

 Bill
 J. White

 /s/
 Christopher C. Schreiber

 C. Schreiber

 /s/
 Jude Uzonwanne

 Jude
 Uzonwanne

 /s/
 Craig Eagle

 Craig
 Eagle, M.D.

to Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID No: 00 536)

 Consolidated Balance Sheets

 Consolidated Statements of Comprehensive Loss

 Consolidated Statements of Changes in Shareholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

 MyMD
Pharmaceuticals, Inc. and Subsidiaries

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated balance sheets of MyMD Pharmaceuticals, Inc. and Subsidiaries (the Company) as of December
31, 2023 and 2022 and the related consolidated statements of comprehensive loss, changes in stockholders' equity, and cash flows
for each of the two years in the period ended December 31, 2023 and the related notes (collectively referred to as the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2023 and 2022 and the results of their operations and their cash flows for each of the two years in the
period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company has experienced net losses and negative cash flows from operations for the years ended
December 31, 2023 and 2022, which raises substantial doubt about its ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters
or on the accounts or disclosures to which they relate.

 Valuation
of bifurcated embedded derivative

 As
discussed in Note 2 to the consolidated financial statements, on February 21, 2023, the Company sold 15,000 shares of Series F
Convertible Preferred Stock ("Preferred Stock"), with various embedded features. The Preferred Stock was determined to
be more akin to a debt-like host than an equity-like host. The Company concluded that the embedded features were not clearly and
closely related to the debt host instrument and thus were deemed to be bifurcated embedded derivatives ("Embedded
Derivative"). The Embedded Derivative liabilities are measured at fair value at inception and then are required to be
re-measured and reported at fair value at each reporting period. Management's estimate of the Embedded Derivative liabilities
at inception and as of December 31, 2023 was $3,149,800 and $61,000. Management applies considerable judgment in selecting
assumptions used to estimate the Embedded Derivative liabilities and changes in market conditions or variations in certain
assumptions could result in significant fluctuations in the estimate. Management estimates the fair value of the Embedded Derivative
liabilities using a Monte Carlo simulation model, with the following inputs: the fair value of the Company's common stock on
the issuance date and re-measurement date, estimated equity volatility, estimated traded volume volatility, the time to maturity, a
discounted market interest rate, a dividend rate, a penalty dividend rate, and probability of default. The fair value of the
bifurcated derivative liabilities was estimated utilizing the with and without method which uses the probability weighted difference
between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

 Given
the inherent uncertainty in selecting assumptions and the complexity of the calculations, we have determined that management's
valuation of Embedded Derivative liabilities is a critical audit matter which required a high degree of auditor judgment and an increased
extent of effort when performing audit procedures to evaluate the judgments made and the reasonableness of the models and assumptions
used in the valuation. The audit effort included the use of professionals with specialized skill and knowledge to assist in performing
these procedures and evaluating the audit evidence obtained from these procedures

 F- 2

 To
the Board of Directors and Stockholders of

 MyMD
Pharmaceuticals, Inc. and Subsidiaries

 (Continued)

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included the following:

 With
 the involvement of our fair value specialists, we developed an independent fair value estimate
 for a sample and compared our estimate to the Company's estimate and evaluated any
 differences. We developed our estimate by evaluating the observable and unobservable inputs
 used by management or developing independent inputs.

 With
 the involvement of our fair value specialists, we evaluated the methods, models, and judgments
 applied by management in the determination of principal assumptions and the calculation of
 Embedded Derivative liabilities.

 For
 the re-measurement at December 31, 2023, we evaluated management's ability to accurately
 estimate fair value by comparing management's fair value re-measurements at quarterly
 reporting dates during 2023 to their fair value re-measurement at December 31, 2023.

 Going
Concern Assessment

 As
discussed in Note 3 to the consolidated financial statements, historically, the Company has incurred net losses. Since its
inception, the Company has met its liquidity requirements principally through the sale of its preferred and common stock in public
and private placements. The Company believes that its current financial resources as of the date of issuance of the consolidated
financial statements are not sufficient to fund its current operating budget and contractual obligations as of December 31, 2023 as
they fall due in the next twelve-month period, and as such have concluded that there are no material uncertainties related to events
or conditions that may cast significant doubt upon the Company's ability to continue as a going concern. In making such a
determination, management prepared a short-term cash flow projection. Management used significant assumptions in preparing the
short-term cash flow projection, which included operating costs and financing obligations.

 The
principal considerations for our determination that performing procedures relating to the going concern assessment is a critical audit
matter are the significant judgments in management's plans to fund its operating budget and contractual obligations. This required
a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate management's conclusion
that it is probable the Company's plans will be effectively implemented within twelve months after the date the consolidated financial
statements are issued and will provide the necessary cash flows to fund the Company's operating budget and contractual obligations.

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included the following:

 Evaluation
 of the reasonableness of key assumptions and estimates used by the management in the short-term cash flow projection in the light
 of its existing operating requirements and plans.

 Evaluation
 of the reasonableness of management's plans on the cash flow requirements of the operations.

 Testing
 the completeness, accuracy, and relevance of underlying data in the short-term cash flow projection.

 Evaluation
 of the adequacy of the Company's disclosure of these circumstances in the consolidated financial statements.

 Assessment
of Impairment for Investment in Oravax, Inc.

 As
discussed in Note 2 to the consolidated financial statements, the Company has elected to measure its investment in Oravax Medical, Inc.
as an equity security without a readily determinable fair value. Under this election, an equity security without a readily available
fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions
for the identical or a similar investment of the same issuer. At each reporting period, the Company is required to make a qualitative
assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required
to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment
and its carry amount. As of December 31, 2023, the Company performed a qualitative assessment to evaluate whether the investment is impaired
and determined that the investment was not impaired and thus no adjustment to fair market value was required as of December 31, 2023.
In making such a determination, management prepared a detailed qualitative analysis considering various impairment indicators. Management
used significant judgment in their qualitative assessment.

 The
principal considerations for our determination that performing procedures relating to the impairment assessment of investments in equity
securities without readily determinable fair value is a critical audit matter is the significant judgment by management in making the
qualitative assessment of whether investments in equity securities were impaired. This in turn led to significant auditor judgment and
effort in performing procedures to evaluate the reasonableness of significant judgments management applied in determining whether events
or changes in circumstances indicate that the carrying amount of the investment might not be recoverable.

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included the following:

 Analyzing
 management's detailed qualitative analysis considering various impairment indicators that may indicate that the carrying amount
 of the investment might not be recoverable for reasonableness.

 Reviewing
 management's assessment of events or changes in circumstances for reasonableness.

 Evaluating
 management's significant accounting policies related to the election to measure its investment in Oravax Medical, Inc. as an
 equity security without a readily determinable fair value.

 We
have served as the Company's auditor since 2010.

 /s/ Morison Cogen LLP

 We have served as the Company's auditor since
2010.

 Blue
Bell, Pennsylvania

 F- 3

 MYMD

 Consolidated
Balance Sheets

31, 2023 and 2022

 31, 2023

 31, 2022

 As
 of

 31, 2023

 31, 2022

 ASSETS

 Current
 Assets

 Cash
 and Cash Equivalents

 $
 2,681,010

 $
 749,090

 Marketable

 2,242,106

 4,086,902

 Prepaid

 893,226

 565,787

 Total
 Current Assets

 5,816,342

 5,401,779

 Non-Current
 Assets

 Lease Right-of-Use Assets

 47,389

 139,662

 Goodwill

 10,498,539

 10,498,539

 Investment
 in Oravax, Inc.

 1,500,000

 1,500,000

 Total
 Non-Current Assets

 12,045,928

 12,138,201

 Total
 Assets

 $
 17,862,270

 $
 17,539,980

 LIABILITIES

 Current

 Trade
 and Other Payables

 $
 3,716,218

 $
 2,673,221

 Due to
 MyMD Florida Shareholders

 29,982

 29,982

 Lease Liability

 65,780

 Derivative

 61,000

 -

 Warrant

 867,000

 -

 Dividends
 Payable

 265,019

 -

 Total
 Current Liabilities

 4,988,089

 2,768,983

 Non-Current

 Deferred
 Compensation Payable

 100,538

 -

 Lease Liability, net of current portion

 -

 75,941

 Total
 Non-Current Liabilities

 100,538

 75,941

 Total

 $
 5,088,627

 $
 2,844,924

 Commitments
 and Contingencies

 -

 -

 F Convertible Preferred Stock, with
 par value $ 0.001 per share and a stated value of $ 1,000
 per share, 15,000
 and 0
 shares designated as of December 31, 2023 and December 31, 2022, 6,833
 and 0
 shares issued and outstanding as of December 31, 2023 and December 31, 2022. Liquidation preference of $ 6,833,500
 plus dividends at 10 %
 per annum of $ 265,350
 as of December 31, 2023.

 404,071

 -

 STOCKHOLDERS'
 EQUITY

 Preferred
Stock, with par
value $ 0.001 per share, 50,000,000 total preferred shares authorized

 Series D Convertible
 Preferred Stock, 211,353
 shares designated, with
 par value $ 0.001 per share and a stated value of $ 0.01
 per share, 72,992
 shares issued and outstanding as of December 31, 2023 and December 31, 2022

 Preferred stock value

 Common stock, par value
$ 0.001 per share, 16,666,666 shares
authorized 2,018,857 and
 1,315,674 issued
and outstanding as of December 31, 2023 and December 31, 2022

 2,019

 1,316

 Additional Paid In Capital

 114,200,096

 108,308,120

 Accumulated
 Deficit

 ( 101,977,067
)

 ( 93,758,904
)

 Total
 Stockholders' Equity

 12,369,572

 14,695,056

 Total
 Liabilities and Stockholders' Equity

 $
 17,862,270

 $
 17,539,980

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 4

 MYMD

 Consolidated
Statements of Comprehensive Loss

 2023

 2022

 For
 the Years Ended December 31,

 2023

 2022

 Product Revenue

 $
 -

 $
 -

 Product
 Cost of Sales

 -

 -

 Gross Income

 -

 -

 Administrative

 5,442,886

 5,520,150

 Research and Development Expenses

 7,867,795

 9,067,422

 Stock Based Compensation

 3,049,537

 695,191

 Warrant Issuance Expenses

 762,834

 -

 Loss
 from Operations

 ( 17,123,052
)

 ( 15,282,763
)

 Other (Income) Expenses

 Interest and Dividend Income

 ( 455,570
)

 ( 83,991
)

 (Gain)/Loss on Sales of Marketable

 ( 416
)

 5,964

 Unrealized (Gain)/Loss on
 Marketable Securities

 ( 514
)

 ( 2,958
)

 Change in fair value of Derivatives

 ( 3,088,800
)

 -

 Change in fair value of Warrant

 ( 9,756,000
)

 -

 Uninsured
 Casualty Losses

 178,198

 ( 4,442
)

 Total
 Other (Income) Expenses

 ( 13,123,102
)

 ( 85,427
)

 Loss Before Income Tax

)

)

 Income
 Tax Benefit

 -

 -

 Net
 Loss

 $
)

 $
)

 Preferred Stock Dividends

 4,218,213

 -

 Net
 Income/(Loss) Attributable to Common Stockholders

 $
 ( 8,218,163
)

 $
)

 Basic
 and Dilutive net loss per common share

 $
 ( 5.33
)

 $
 ( 11.74
)

 average basic and diluted common shares outstanding

 1,542,453

 1,294,200

 The
accompanying notes are an integral part to these consolidated financial statements.

 F- 5

 MYMD

 Consolidated
Statement of Changes in Stockholders' Equity

 For
the Years Ended December 31, 2023 and 2022

 Series F

 Series D

 Stock
 $0.001 Par Per Share

 Additional

 Paid In

 Capital

 Accumulated

 Deficit

 Total

 F Convertible

 D Convertible

 Preferred
 Stock

 Preferred
 Stock

 Stock

 Series F

 Series D

 Stock $0.001 Par Per Share

 Additional

 Paid In

 Capital

 Accumulated

 Deficit

 Total

 Balance at December
 31, 2022

 -

 $
 -

 -

 $

 1,315,674

 $
 1,316

 108,308,120

 $
 ( 93,758,904
)

 $
 14,695,056

 Balance at December
 31, 2022

 -

 $
 -

 -

 $

 1,315,674

 $
 1,316

 $

 108,308,120

 $
 ( 93,758,904
)

 $
 14,695,056

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Round-up shares from the 1-for-30
 reverse split effective February 23, 2024

 -

 -

 -

 -

 -

 65,960

 ( 66

)

 -

 -

 Round-up shares from the 1-for-30
 reverse split effective February 23, 2024

 -

 -

 -

 -

 -

 65,960

 ( 66

)

 -

 -

 Issuance of common stock for
 vested restricted stock units

 -

 -

 -

 -

 -

 7,861

 ( 8

)

 -

 -

 Exercise of prepaid equity
 forward contract

 -

 -

 -

 -

 -

 4,505

 ( 4

)

 -

 -

 Issuance of 15,000 shares of
 Series F Convertible Preferred Stock, net of discount and offering costs of $ 14,087,111

 15,000

 912,889

 912,889

 -

 -

 -

 -

 -

 -

 -

 Conversion of 1,250 shares
 of Series F Convertible Preferred Stock, July 1, 2023 installment of $ 1,429,871 paid with common stock

)

)

)
 -

 -

 39,587

 255,906

 -

 255,945

 Conversion of shares
 of Series F Convertible Preferred Stock

)

)

)
 -

 -

 39,587

 255,906

 -

 255,945

 Conversion of 1,250 shares
 of Series F Convertible Preferred Stock, August 1, 2023 installment of $ 1,429,871 paid with common stock

)

 ( 76,073
)

 ( 76,073

)
 -

 -

 38,688

 255,905

 -

 255,944

 Conversion of shares of Series
 F Convertible Preferred Stock, One

)

 ( 76,073
)

 ( 76,073

)
 -

 -

 38,688

 255,905

 -

 255,944

 Conversion of 1,250 shares
 of Series F Convertible Preferred Stock, September 1, 2023 installment of $ 1,429,871 paid with common stock

)

)

)
 -

 -

 67,732

 255,877

 -

 255,945

 of shares of Series F Convertible Preferred Stock, Two

)

)

)
 -

 -

 67,732

 255,877

 -

 255,945

 Conversion of 1,187 shares
 of Series F Convertible Preferred Stock, October 1, 2023 installment of $ 1,429,871 paid with common stock

 ( 1,187
)

 ( 63,659
)

 ( 63,659

)
 -

 -

 58,450

 214,118

 -

 214,175

 of shares of Series F Convertible Preferred Stock, Three

 ( 1,187
)

 ( 63,659
)

 ( 63,659

)
 -

 -

 58,450

 214,118

 -

 214,175

 Accelerated Conversion of 204

 ( 204
)

 ( 12,416
)

 ( 12,416

)
 -

 -

 10,550

 41,759

 -

 41,770

 Accelerated Conversion of 204

 ( 204
)

 ( 12,416
)

 ( 12,416

)
 -

 -

 10,550

 41,759

 -

 41,770

 Accelerated Conversion of 416

 ( 416
)

 ( 26,249
)

 ( 26,249

)
 -

 -

 41,672

 88,271

 -

 88,313

 Accelerated
 Conversion of shares of Series F Convertible Preferred Stock, One

 ( 416
)

 ( 26,249
)

 ( 26,249

)
 -

 -

 41,672

 88,271

 -

 88,313

 Redemption of 772 shares of
 Series F Convertible Preferred Stock for cash

 ( 772
)

 ( 49,824
)

 ( 49,824

)
 -

 -

 -

 -

 -

 -

 Accelerated Conversion of 570

 ( 570
)

 ( 36,263
)

 ( 36,263

)
 -

 -

 100,007

 121,905

 -

 122,005

 Accelerated Conversion of shares of Series F Convertible Preferred Stock, Two

 ( 570
)

 ( 36,263
)

 ( 36,263

)
 -

 -

 100,007

 121,905

 -

 122,005

 Redemption of 617 shares of
 Series F Convertible Preferred Stock for cash

 ( 617
)

 ( 39,811
)

 ( 39,811

)
 -

 -

 -

 -

 -

 -

 -

 Accelerated Conversion of 851

 ( 851
)

 ( 52,375
)

 ( 52,375

)
 -

 -

 182,848

 176,030

 -

 176,213

 Accelerated
 Conversion of shares of Series F Convertible Preferred Stock, Three

 ( 851
)

 ( 52,375
)

 ( 52,375

)
 -

 -

 182,848

 176,030

 -

 176,213

 Deemed Dividend for the true-up
 of the August 1, 2023 installment for the Series F Convertible Preferred Stock paid with common stock

 -

 -

 -

 -

 -

 29,045

 766,474

 ( 766,503
)

 -

 Deemed Dividend for the true-up
 of the installment for the Series F Convertible Preferred Stock paid with common stock

 -

 -

 -

 -

 -

 29,045

 766,474

 ( 766,503
)

 -

 Deemed Dividend for the true-up
 of the October 1, 2023 installment for the Series F Convertible Preferred Stock paid with common stock

 -

 -

 -

 -

 -

 56,278

 66,273

 ( 666,329
)

 -

 Deemed
 Dividend for the true-up of the installment for the Series F Convertible Preferred Stock paid with common stock, One

 -

 -

 -

 -

 -

 56,278

 66,273

 ( 666,329
)

 -

 Series F Convertible Preferred
 Stock Dividend

 -

 -

 -

 -

 -

 -

 -

 -

 ( 2,785,381
)

 ( 2,785,381
)

 Stock
 based compensation - stock options

 -

 -

 -

 -

 -

 -

 -

 3,049,537

 -

 3,049,537

 Balance
 at December 31, 2023

 6,633

 $
 404,071

 404,071

 $

 2,018,857

 $
 2,019

 $

 114,200,096

 $
 ( 101,977,067
)

 $
 12,369,572

 Series F Convertible

 Series D Convertible

 Preferred Stock

 Preferred Stock

 Common Stock

 Series F

 Series D

 Common Stock $0.001
Par Per Share

 Additional Paid In Capital

 Accumulated
Deficit

 Total

 Balance at December 31, 2021

 -

 $
 -

 $

 1,255,777

 $
 1,256

 102,062,962

 $
 ( 78,561,568
)

 $
 23,647,174

 Net loss

 -

 -

 -

 -

 -

 -

 -

)

)

 Net proceeds from private placement of 47,059 common shares, net of offering costs $ 449,500

 -

 -

 -

 -

 47,059

 5,549,981

 -

 5,550,028

 Exercise of prepaid equity forward contracts for Common Stock

 -

 -

 -

 -

 12,838

 ( 13
)

 -

 -

 Stock-based compensation – restricted stock units

 -

 -

 -

 -

 -

 -

 165,997

 -

 165,997

 Stock-based compensation – stock options

 -

 -

 -

 -

 -

 -

 444,342

 -

 444,342

 Stock-based compensation – warrants

 -

 -

 -

 -

 -

 -

 84,851

 -

 84,851

 -

 -

 $

 1,315,674

 $
 1,316

 108,308,120

 ( 93,758,904
)

 14,695,056

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 6

 MYMD

 Consolidated
Statements of Cash Flows

 2023

 2022

 For
 the Years Ended December 31,

 2023

 2022

 Cash flows from operating
 activities:

 Net loss from ongoing operations

 $
)

 $
)

 Adjustments to reconcile net loss to net cash
 used in operating activities:

 Gain (loss) on sale of marketable

 ( 416
)

 5,964

 Change in fair value of marketable securities

 ( 514
)

 ( 2,958
)

 Change in fair value of derivatives

 ( 3,088,800
)

 -

 Change in fair value of warrants

 ( 9,756,000
)

 -

 Stock based compensation:

 Options issued to directors

 944,834

 -

 Options issued to key employees

 1,962,138

 338,922

 Options issued to non-employees

 142,565

 105,420

 Warrants issued for services

 -

 84,851

 Restricted stock units
 to non-employees

 -

 165,997

 Change in assets and liabilities

 Prepaid expenses

 ( 327,439
)

 540,560

 Trade and other payables

 1,042,997

 1,686,595

 Operating leases

 ( 578
)

 1,917

 Deferred
 compensation payable

 100,538

 -

 Net
 cash used by operating activities

 ( 12,980,625
)

 ( 12,270,068
)

 Cash flows from investing
 activities:

 Purchases of marketable securities

 ( 13,454,304
)

 ( 4,836,837
)

 Proceeds from sale of
 marketable securities

 15,300,030

 11,750,000

 Net
 cash provided by investing activities

 1,845,726

 6,913,163

 Cash flows from financing
 activities

 Redemption of Series F Convertible Preferred
 Stock

 ( 89,635
)

 -

 Dividends on Series F Convertible Preferred
 Stock

 ( 1,452,145
)

 -

 Premium on Series F Convertible Preferred Stock

 ( 77,090
)

 -

 Net proceeds from the issuance of preferred
 stock

 14,685,689

 -

 Net proceeds from issuance
 of common stock

 -

 5,550,028

 Net
 cash provided by financing activities

 13,066,819

 5,550,028

 Net increase in cash and cash equivalents

 1,931,920

 193,123

 Cash and cash equivalents
 at beginning of year

 749,090

 555,967

 Cash and cash equivalents
 at end of year

 $
 2,681,010

 $
 749,090

 Supplemental cash flow information

 Cash paid for:

 Interest

 $
 -

 $
 13,322

 Income Taxes

 $
 -

 $
 -

 Supplemental Schedule of
 Non-Cash Financing and Investing Activities

 Operating lease right-of-use
 asset obtained in exchange for lease obligation

 $
 -

 $
 53,196

 Initial fair value of
 warrant liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants

 $
 10,623,000

 $
 -

 Initial fair value of
 derivative liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants

 $
 3,149,800

 $
 -

 The
accompanying notes are an integral part to these consolidated financial statements.

 F- 7

 MYMD

 Notes
to Consolidated Financial Statements

 Note
1 – Organization and Description of Business

 MyMD
Pharmaceuticals, Inc. is a Delaware corporation ("MyMD") that was incorporated in New Jersey prior to the Reincorporation (as defined below). These condensed consolidated financial statements include two
wholly owned subsidiaries as of December 31, 2023, Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation, (together, the
"Company"). All material intercompany transactions have been eliminated in consolidation.

 On
April 8, 2022, the MyMD Florida (as defined below) subsidiary was dissolved and merged into the New Jersey corporation MyMD Pharmaceuticals,
Inc. pursuant to an Agreement and Plan of Merger dated April 8, 2022.

 At
the Company's annual meeting of stockholders held on July 31, 2023, the stockholders approved a plan to merge the Company with
and into a newly formed wholly owned subsidiary, MyMD Pharmaceuticals, Inc., a Delaware corporation ("MyMD Delaware"), with
MyMD Delaware being the surviving corporation, for the purpose of changing the Company's state of incorporation from New Jersey
to Delaware (the "Reincorporation"). The Reincorporation was effected as of March 4, 2024. In connection with the Reincorporation to Delaware, the par value of the common and preferred stock was changed to $ 0.001 per share.

is an oral, next-generation TNF- inhibitor with the potential to transform the way TNF- based diseases are treated due
to its selectivity and ability to cross the blood brain barrier. Its ease of oral dosing is a significant
differentiator compared to currently available TNF- inhibitors, all of which require delivery by injection or infusion. MYMD-1
has also been shown to selectively block TNF- action where it is overactivated without preventing it from doing its normal job
of responding to routine infection. MYMD-1 is doubly effective at inhibiting inflammation by blocking both TNF-a and IL-6 activity, whereas
currently approved anti-TNF and anti-IL-6 treatments for RA can only target one or the other. In addition, in early clinical studies
it has not been associated with serious side effects known to occur with traditional immunosuppressive therapies that treat inflammation.

 On February 14, 2024, the Company effected a 1-for-30 reverse stock split (the "Reverse Stock Split"). Simultaneously with the Reverse Stock Split, number of shares of our common
stock authorized for issuance was reduced from 500,000,000 shares to 16,666,666 shares, and our authorized capital stock was reduced from
 550,000,000 shares to 66,666,666 shares. The Reverse Stock Split
reduced the total number of issued and outstanding shares of Common Stock, including shares held by the Company as treasury shares. All
share amounts have been retroactively adjusted for the Reverse Stock Split.

 Recent Events

 The February 2023 Offering

 On February 21, 2023, the Company entered
into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the
"Investors"), pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 shares
of the Company's newly-designated Series F convertible preferred stock with a stated value of $ 1,000 per
share, initially convertible into up to 6,651,885 shares
(pre-split) of the Company's common stock (the "Common Stock") at an initial conversion price of $ 2.255 per
share (pre-split), subject to adjustment (the "Preferred Shares"), and (ii) warrants to acquire up to an aggregate of 6,651,885 shares
(pre-split) of Common Stock, subject to adjustment (the "Warrants") (collectively, the "February 2023
Offering"). Following the Reverse Stock Split, (i) the conversion price of the Preferred Shares was adjusted to $ 3.18 per
share pursuant to the terms of the Certificate of Designations, and (ii) the exercise price of the Warrants was adjusted to $ 3.18 per
share and the number of shares of Common Stock issuable upon exercise of the Warrants was adjusted proportionately to 4,716,904 shares
pursuant to the terms of the Warrants.

 F- 8

 Series F Convertible Preferred Stock

 The Preferred Shares became convertible upon
issuance into Common Stock (the "Conversion Shares") at the election of the holder at any time at an initial conversion
price of $ 2.255
(pre-split) (as adjusted, the "Conversion Price"). The Conversion Price is subject to customary adjustments for stock
dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of
Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable
Conversion Price (subject to certain exceptions). Following the Reverse Stock Split, the Conversion Price for the Preferred Shares
was adjusted to $ 3.18
per share pursuant to the terms of the Certificate of Designations. The Company is required to redeem the Preferred Shares in 12
equal monthly installments, commencing on July 1, 2023. The amortization payments due upon such redemption are payable, at the
company's election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i)
the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the
Company's Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or
(B) a "Floor Price" of $6.60 (subject to adjustment for stock splits, stock dividends, stock combinations,
recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock
Market. The Company may require holders to convert their Preferred Shares into Conversion Shares if the closing price of the
Common Stock exceeds $ 202.95
per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events)
for 20 consecutive trading days and the daily dollar trading volume of the Common Stock exceeds $ 3,000,000
per day during the same period and certain equity conditions described in the Certificate of Designation are satisfied.

 The
holders of the Preferred Shares are entitled to dividends of 10 % per annum, compounded monthly, which is payable in cash or shares of
Common Stock at the Company's option, in accordance with the terms of the Certificate of Designations. Upon the occurrence and
during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Preferred Shares accrue dividends at
the rate of 15 % per annum. Upon conversion or redemption, the holders of the Preferred Shares are also entitled to receive a dividend
make-whole payment. The holders of Preferred Shares have no voting rights on account of the Preferred Shares, other than with respect
to certain matters affecting the rights of the Preferred Shares. During the year ended December 31, 2023, the Company recorded dividends
totaling $ 3,451,710, which are reported as Preferred Stock Dividends on the Consolidated Statement of Comprehensive Income (Loss).

 Notwithstanding
the foregoing, the Company's ability to settle conversions and make amortization and dividend make-whole payments using shares
of Common Stock is subject to certain limitations set forth in the Certificate of Designations. Further, the Certificate of Designations
contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion
of, or as part of any amortization payment or dividend make-whole payment under, the Certificate of Designations or Warrants.

 The
Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other
things, the Company's failure to pay any amounts due to the holders of the Preferred Shares when due. In connection with a Triggering
Event, each holder of Preferred Shares will be able to require the Company to redeem in cash any or all the holder's Preferred
Shares at a premium set forth in the Certificate of Designations.

 The
Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded
features that are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event,
2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate
of Designation), and 4) variable share-settled installment conversion. These features were bundled together, assigned probabilities of
being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Condensed Consolidated
Statement of Comprehensive Income (Loss). The Company estimated at issuance the $ 3,149,800 fair value of the bifurcated embedded derivative
at issuance using a Monte Carlo simulation model, with the following inputs the fair value of our common stock of $ 1.90 on the issuance
date, estimated equity volatility of 120.0 %, estimated traded volume volatility of 190.0 %, the time to maturity of 1.35 years,
a discounted market interest rate of 6.8 %, dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 0.5 %.
The fair value of the bifurcated derivative liabilities was estimated utilizing the with and without method which uses the probability
weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

 The discount to the fair value is included as a reduction
to the carrying value of the Preferred Shares. During the year ended December 31, 2023, the Company recorded a total discount of $ 14,087,111
upon issuance of the Preferred Shares, which was comprised of the issuance date fair value of the associated embedded derivative of $ 3,149,800,
stock issuance costs of $ 314,311 and the fair value of the Warrants of $ 10,623,000.

 F- 9

the year ended December 31, 2023, the Company recorded a gain of $ 3,088,800
related to the change in fair value of the derivative liabilities which is recorded in other income (expense) on the Consolidated
Statement of Comprehensive Income (Loss). The Company estimated the $ 61,000
fair value of the bifurcated embedded derivative at December 31, 2023 using a Monte Carlo simulation model, with the following
inputs the fair value of our common stock of $ 0.26
($ 7.80 post reverse split) on the valuation date, estimated equity volatility of 140.0 %,
estimated traded volume volatility of 150.0 %,
the time to maturity of 0.5
years, a discounted market interest rate of 6.40 %,
dividend rate of 10.0 %,
a penalty dividend rate of 15.0 %,
and probability of default of 3.90 %.

 Common Stock Warrants

to the February 2023 Offering, the Company issued to investors Warrants to purchase 4,716,904 shares of Common Stock, with an exercise
price of $ 3.18 per share (subject to adjustment), for a period of five years from the date of issuance. The Exercise Price and the number
of shares issuable upon exercise of the Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications
and the like, and subject to price-based adjustment, on a "full ratchet" basis, in the event of any issuances of Common Stock,
or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject
to certain exceptions). Upon any such price-based adjustment to the Exercise Price, the number of shares issuable upon exercise of the
Warrants will be increased proportionately.

 The
Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders' election upon the
occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the Warrants as a liability at
fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black Scholes Model to calculate the
value of these warrants issued during the year ended December 31, 2023. The fair value of the Warrants of $ 10,623,000 was estimated at
the date of issuance using the following weighted average assumptions: dividend yield 0 %; expected term of 5.0 years; equity volatility
of 125.0 %; and a risk-free interest rate of 4.09 %.

 Transaction
costs incurred attributable to the issuance of the Warrants of $ 762,834 were immediately expensed in accordance with ASC 480.

the year ended December 31, 2023, the Company recorded a gain of $ 9,756,000 related to the change in fair value of the warrant liabilities
which is recorded in other income (expense) on the Consolidated Statement of Comprehensive Loss. The fair value of the Warrants of $ 867,000
was estimated at December 31, 2023 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield
 0 %; remaining term of 4.15 years; equity volatility of 120.0 %; and a risk-free interest rate of 3.91 %.

 Reduction in Workforce

October and November 2023, the Company implemented a reduction in workforce, eliminating three of the Company's ten employees. Separated
employees were granted a severance package equal to one-quarter of their annual salary.

 On
June 7, 2023, the Company granted the three employees options to purchase an aggregate of 7,668
 shares of Common Stock with an exercise price
of $ 49.80
 per share. As consideration for a waiver and
release in their separation agreements, the Company amended the employees' respective June 7, 2023 option agreements to accelerate
vesting of the portion of optioned shares that otherwise would have vested upon the first and second anniversaries of the date of grant.
The options have an exercise period of twelve months from the date of separation. The Company recognized as compensation expense $168,496
which represented the remaining unamortized fair value of the original grant.

 F- 10

 Executive Officer Contract Amendments and Separations

November 13, 2023, the Company entered into an amendment to the employment agreement of Dr. Chris Chapman, its President and Chief Medical
Officer, providing for Dr. Chapman's annual base salary to be adjusted from five hundred thousand dollars ($500,000) (the "Full
Base Salary") to two hundred fifty thousand dollars ($250,000) in cash per annum, until payment of his Full Base Salary would no
longer jeopardize the Company's ability to continue as a going concern, as determined by the Company in its sole discretion. The
amendment further provides that the remaining $250,000 of base salary per annum (the "Deferral Amount") shall be deferred
until payment of the Deferral Amount would no longer jeopardize the Company's ability to continue as a going concern, as determined
by the Company in its sole discretion, at which time the Deferral Amount may be paid, at Dr. Chapman's election, in shares of Common
Stock or in cash. As of December 31, 2023, the Company had recognized a salary deferral of $28,846 which is included in Deferred Compensation
Payable on the Consolidated Balance Sheet.

 In
connection with an overall reduction in compensation paid to the Company's directors implemented in November 2023, effective November
13, 2023, the Company entered into an amendment to the employment agreement of Christopher C. Schreiber, a Director and the Company's
former Executive Chairman, providing for Mr. Schreiber's annual fee to be adjusted from three hundred thousand dollars ($300,000)
(the "Full Fee") to sixty thousand dollars ($60,000) in cash per annum, until payment of his Full Fee would no longer jeopardize
the Company's ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further
provides that the remaining $240,000 of the fees per annum (the "Fee Deferral Amount") shall be deferred until payment of
the Fee Deferral Amount would no longer jeopardize the Company's ability to continue as a going concern, as determined by the Company
in its sole discretion, at which time the Fee Deferral Amount may be paid, at Mr. Schreiber's election, in shares of Common Stock
or in cash. The amendment also clarified that Mr. Schreiber's title is "Director." As of December 31, 2023, the Company
had recognized a salary deferral of $27,692 which is included in Deferred Compensation Payable on the Consolidated Balance Sheet.

 Effective November 13, 2023, the Company entered into
an amendment to the employment agreement of Dr. Adam Kaplin, its Chief Scientific Officer, providing that Dr. Kaplin's employment
shall have an initial term of four months, which the parties may mutually agree to extend for additional consecutive terms of one month
each. The amendment further provides that, in the event of termination without cause by the Company prior to the end of the initial term,
Dr. Kaplin shall receive his monthly base salary through the end of the initial term. The amendment further provides that all outstanding
and unvested shares granted pursuant to the Nonqualified Stock Option Agreement, dated June 7, 2023, between the Company and Dr. Kaplin
shall accelerate upon the termination of Dr. Kaplin's employment. Dr. Kaplin's amendment further provides that, in the event
of a termination for any reason prior to the end of the first renewal term following the end of the initial term, the Company will continue
to cover the costs of Dr. Kaplin's health insurance coverage through the end of the first renewal term, subject to the execution
and timely return of a release.

 Effective November 13, 2023, the Company entered into
a mutual employment separation agreement with Paul M. Rivard, its Chief Legal Officer. The separation agreement provides for a lump-sum
severance payment equal to three months of his normal base salary in exchange for a waiver and release. The separation agreement further
provides that Mr. Rivard will be deemed a contractor providing services to the Company for purposes of any awards previously granted to
him under the 2021 Plan if at the relevant time(s) he is providing services to the Company while under the employ of a law firm representing
the Company.

 Director's Deferral of Board Service Fees

 On November 13, 2023, the Board approved certain adjustments to the
director fees. Mr. Silverman's fees were decreased from $ 216,000 to $ 60,000 annually, with payment of the excess amount of $ 156,000
deferred until the date that payment of such amount would no longer jeopardize the Company's ability to continue as a going concern,
as determined by the Company in its sole discretion, at which time such amount may be paid, at Mr. Silverman's election, in shares
of Common Stock or in cash. Messrs. Eagle's, Uzonwanne's, and White's fees were decreased from $ 96,000 to $ 60,000 annually,
with payment of the excess amounts of $ 36,000 per director deferred until the date that payment of such amounts would no longer jeopardize
the Company's ability to continue as a going concern, as determined by the Company in its sole discretion, at which time such amounts
may be paid, at each director's election, in shares of Common Stock or in cash.

 Note
2 – Significant Accounting Policies

 (a)
 Basis of Presentation

 The
Consolidated Financial Statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally
accepted in the United States of America (US GAAP).

 (b)
 Use of Estimates and Judgments

 The
preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ
from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized
in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation,
uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in
the financial statements is included in the following notes for recording research and development expenses, impairment of intangible
assets and the valuation of share-based payments.

 (c)
 Functional and Presentation Currency

 These
consolidated financial statements are presented in U.S. Dollars, which is the Company's functional currency. All financial information
has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign
Currencies, are recorded in the Consolidated Statements of Operations and Comprehensive Loss.

 F- 11

 (d)
 Comprehensive Income (Loss)

 The
Company follows Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") 220 in reporting comprehensive
income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial
information that historically has not been recognized in the calculation of net income. Since the Company has no items of other comprehensive
income (loss), comprehensive income (loss) is equal to net income (loss).

 (e)
 Cash and Cash Equivalents

 The
Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that
are not restricted as to withdrawal date or use, to be cash equivalents.

 (f)
 Fair Value of Financial Instruments

 The
Company's financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables.
The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their
short maturities.

 The
framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are
described as follows:

 Level

 Inputs
 to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company
 can access.

 Level

 Inputs
 to the valuation methodology include:

 quoted
 prices for similar assets or liabilities in active markets;

 quoted
 prices for identical or similar assets or liabilities in inactive markets;

 inputs
 other than quoted prices that are observable for the asset or liability;

 inputs
 that are derived principally from or corroborated by observable market data by correlation or other means

 If
the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the
asset or liability.

 Level

 Inputs
 to the valuation methodology are unobservable and significant to the fair value measurement.

 The
asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of input that is
significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of
unobservable inputs.

 F- 12

 (f)
Fair Value of Financial Instruments, continued

 The
following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2023 and December
31, 2022.

of Marketable Securities

 Marketable
Securities: Valued using quoted prices in active markets for identical assets.

 Quoted
 Prices in Active Markets for Identical Assets or Liabilities (Level 1)

 Quoted
 Prices for Similar Assets or Liabilities in Active Markets (Level 2)

 Significant
 Unobservable Inputs (Level 3)

 Marketable
 securities at December 31, 2023

 $
 2,242,106

 $
 -

 $
 -

 Marketable securities
 at December 31, 2022

 $
 4,086,902

 $
 -

 $
 -

 Marketable
securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year.

 As
of December 31, 2023 and 2022, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments.
As such, the change in fair value in the year ended December 31, 2023 and 2022 was a gain of $ 514 and a gain of $ 2,958, respectively.

 Gains
and losses resulting from the sales of marketable securities were gains of $ 416 and losses of $ 5,964 for the years ended December 31,
2023 and 2022, respectively.

 Proceeds
from the sales of marketable securities were $ 15,300,030 and $ 11,750,000 in the years ended December 31, 2023 and 2022, respectively.
Purchases of marketable securities were $ 13,454,304 and $ 4,836,837 during the years ended December 31, 2023 and 2022, respectively.

 Fair
Value on a Recurring Basis

 The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated
fair value of the warrant liabilities and bifurcated embedded derivatives represent Level 3 measurements. The following table presents
information about the Company's liabilities that are measured at fair value on a recurring basis as of December 31, 2023, and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

of Fair Value Hierarchy of the Valuation Inputs

 Level

 31, 2023

 Liabilities:

 Warrant liabilities (Note 3)

 $
 867,000

 Derivative liabilities (Note 3)

 $
 61,000

 The
following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring
basis:

of Change in Fair Value of Warrant Liabilities

 Balance on December 31, 2022

 $
 -

 Issuance of warrants reported at
 fair value

 10,623,000

 of warrant liabilities

 ( 1,175,000
)

 Balance on March 31, 2023

 9,448,000

 of warrant liabilities

 ( 1,635,000
)

 Balance on June 30, 2023

 7,813,000

 of warrant liabilities

 ( 5,356,000
)

 Balance on September 30, 2023

 2,457,000

 of warrant liabilities

 ( 1,590,000
)

 Balance on December 31, 2023

 $
 867,000

 F- 13

 The
following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on
a recurring basis:

of Change in Fair Value of Derivative Liabilities

 Balance on December 31, 2022

 $
 -

 Issuance of convertible preferred
 stock with derivative liabilities

 3,149,800

 of derivative liabilities

 120,700

 Balance on March 31, 2023

 3,270,500

 of derivative liabilities

 194,500

 Balance on June 30, 2023

 3,465,000

 of derivative liabilities

 ( 2,566,900
)

 Balance on September 30, 2023

 898,100

 of derivative liabilities

 ( 837,100
)

 Balance on December 31, 2023

 $
 61,000

 (g)
 Derivative Financial Instruments

 The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, " Derivatives and Hedging." If liability accounting is required, the
Company's derivative instruments are recorded at fair value at the issuance date and re-valued at each reporting date, with changes
in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as
current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12)
months of the balance sheet date.

 The
Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as
liabilities. The Company has also determined that the following embedded features in the preferred stock are not clearly and closely
related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion
event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable
share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities. The fair value
of the warrants and embedded features are estimated using internal valuation models. The Company's valuation models utilize inputs
and other assumptions and may not be reflective of the price at which they can be settled.

 (h)
 Prepaid Expenses

 Prepaid
expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid
insurance and research and development expenses.

 (i)
 Concentrations

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial
institutions and accounts receivable. At times, the Company's cash in banks exceeds the FDIC insurance limit. The Company has not
experienced any loss because of these cash deposits. These cash balances are maintained with two banks as of December 31, 2023.

 (j)
 Risk Management of Cash and Investments

 It
is the Company's policy to minimize the Company's capital resources to investment risks, prioritizing the preservation of
capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based
on highly rated federal, state, and corporate bonds, that minimize the risk to the Company's capital resources and provide ready
access to funds.

 The
Company's investment portfolios are regularly monitored for risk and are held with one brokerage firm.

 F- 14

 (k)
 Investments

 Investments
recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other
than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company's
ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for
using the cost method to the equity method of valuation in accordance with FASB ASC 323.

 In
accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company's ability to significantly
influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the
time of the investment based upon several factors including, but not limited to the following:

 a)

 Representation
 on the Board of Directors

 b)

 Participation
 in policy-making processes

 c)

 Material
 intra-entity transactions

 d)

 Interchange
 of management personnel

 e)

 Technological
 dependencies

 f)

 Extent
 of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small.

 The
Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational
and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the
cost method.

 In
accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc. ("Oravax")
(Note 3) as an equity security without a readily determinable fair value. Under this election, an equity security without a readily available
fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions
for the identical or a similar investment of the same issuer. At each reporting period, the Company is required to make a qualitative
assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required
to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment
and its carry amount. As of December 31, 2023, the Company performed a qualitative assessment to evaluate whether the investment is impaired
and determined that the investment was not impaired and thus no adjustment to fair market value was required as of December 31, 2023.

 (l)
 Property, Plant and Equipment

 Items
of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include
expenditures that are directly attributable to the acquisition of the asset.

 Gains
and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying
amount of property, plant and equipment and are recognized within "other (income)/expense" in the Consolidated Statements
of Comprehensive Loss.

 Depreciation
is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of
the lease term or their useful lives.

 The
estimated useful lives for the current and comparative periods are as follows:

of Estimated Useful Lives of Property Plant and Equipment

 Useful Life

 (in
 years)

 Plant and equipment

 5 - 12

 Furniture and fixtures

 5 - 10

 Computer equipment & software

 3 - 5

 Leasehold Improvements

 Shorter of the remaining lease or estimated
 useful life

 Depreciation
methods, useful lives and residual values are reviewed at each reporting date.

 (m)
 Intangible Assets

 The
Company's long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate
there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets
not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount,
other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Consolidated
Statements of Comprehensive Loss.

 F- 15

 Patents
and Trade Secrets

 Propriety
protection for the Company's products, technology and process is important to its competitive position. As of December 31,
2023, the Company has 17 issued U.S. patents, 64 foreign patents, 2 pending U.S. patent applications and 10 foreign patent
applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if
issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights,
trademarks, and trade secrets) using all legal remedies available to the Company.

 The
Company records expenses related to the application for and maintenance of patents as a component of research and development expenses
on the Consolidated Statement of Comprehensive Loss.

 Patent
Costs

 Patents
may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic
benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary.

 Other
Intangible Assets

 Other
intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization
and accumulated impairment losses.

 Amortization

 Amortization
is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that
they are available for use. The estimated useful lives for the current and comparative periods are as follows:

of Estimated Useful Lives of Intangible Assets

 Useful Life

 (in
 years)

 Patents and trademarks

 12 - 17

 (n)
 Goodwill

 Goodwill
is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not
reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include,
among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs,
unanticipated competitive activities, and acts by governments and courts. No impairment was recorded for each of the years ended December 31, 2023 and 2022.

 (o)
 Recoverability of Long-Lived Assets

 In
accordance with FASB ASC 360-10-35 "Impairment or Disposal of Long-lived Assets", long-lived assets to be held and used are
analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable
or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and
circumstances have occurred that indicate possible impairment.

 F- 16

 The
Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges)
and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by
which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the
lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying
amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce
the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets.

 (o)
 Right-of-Use Assets

 The
Company leased a facility in Tampa, Florida ("Hyde Park") under an operating lease ("Hyde Park Lease") with annual
rentals of $ 22,048 to $ 23,320 plus certain operating expenses. The Hyde Park facility housed the MyMD Florida operations. The Hyde Park
Lease took effect on July 1, 2019 for a term of 36 months to expire on June 30, 2022. The Company cancelled the Hyde Park lease in March
2022 without penalty.

 The
Company leases a facility in Baltimore, Maryland ("2021 Wolfe St") under an operating lease ("2021 Baltimore Lease")
with annual rentals of $ 52,800 to $ 56,016 plus certain operating expenses. The 2021 Baltimore Lease took effect on November 17, 2021
for a term of 12 months with automatic renewals unless a sixty-day notice is provided. The initial term expires on November 30, 2022.
The lease renewed effective December 1, 2022 for a term of 12 months with automatic renewals unless a sixty-day notice is provided.

 The
Company leased a facility in Tampa, Florida ("Platt St") under an operating lease ("Platt Street Lease") with
annual rentals of $ 22,030 to $ 23,259 plus certain operating expenses. The Platt Street Lease took effect on April 1, 2022 for a term
of 36 months. The Platt Street Lease was cancelled without penalty effective October 31, 2023.

 In
accordance with FASB ASC, Topic 842, Leases ("ASC 842"), which increases transparency and comparability by recognizing a
lessee's rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities.
The guidance requires the recognition of the right-of-use ("ROU") assets and related operating and finance lease liabilities
on the balance sheet.

 The
Company utilizes the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether
a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition
of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and
impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has
also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any
lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company
is more than reasonably certain to exercise.

 F- 17

 For
operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company
generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease.
The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined
using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments
on a collateralized basis over a similar term. The lease term for all the Company's leases includes the non-cancellable period
of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain
to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment.

 Lease
expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis
over the lease term.

 The
Company's operating leases are comprised of the 2021 Baltimore Lease and the Platt Street Lease on the Consolidated Balance Sheet.
The information related to these leases are presented below:

of Condensed Consolidated Balance Sheet Information Related to Operating Lease

 Balance
 Sheet Location

 Lease

 Lease

 Total

 Lease

 Lease

 Total

 As
 of December 31, 2023

 As
 of December 31, 2022

 Platt

 2021

 Hyde
 Park

 2021

 Balance
 Sheet Location

 Lease

 Lease

 Total

 Lease

 Lease

 Total

 Operating Lease

 Lease Right
 of Use

 $
 -

 $
 47,389

 $
 47,389

 $
 45,353

 $
 94,309

 $
 139,662

 Lease Payable, current

 -

 18,741

 47,039

 65,780

 Lease Payable - net of
 current

 -

 -

 -

 27,070

 48,871

 75,941

 The
following provides details of the Company's lease expense:

of Lease Expense

 Lease

 Lease

 Lease

 Total

 Lease

 Lease

 Lease

 Total

 Year
 Ended
 December 31, 2023

 Year
 Ended
 December 31, 2022

 Platt

 2021

 Hyde
 Park

 Platt

 2021

 Lease

 Lease

 Lease

 Total

 Lease

 Lease

 Lease

 Total

 Operating Leases

 Lease Costs

 $
 18,868

 $
 54,400

 $
 73,268

 $
 6,251

 $
 16,981

 $
 54,400

 $
 77,632

 F- 18

 Other
information related to leases is presented below:

of Other Information Related to Leases

 As
 of December 31, 2023

 Platt

 2021

 Other
 Information

 Lease

 Lease

 Total

 Operating Leases

 Operating cash
 used

 $
 20,048

 $
 54,520

 $
 74,568

 Average remaining lease
 term

 -

 Average discount rate

 10.0
 %

 10.0
 %

 10.0
 %

 As
of December 31, 2023, the annual minimum lease payments of the Company's operating lease liabilities were as follows:

of Operating Lease Minimum Lease Payments

 Lease

 Lease

 Total

 As
 of December 31, 2023

 Platt

 2021 Baltimore

 Lease

 Lease

 Total

 For Years Ending December 31,

 2024

 $
 -

 $
 49,867

 $
 49,867

 Total future minimum lease payments, undiscounted

 $
 -

 $
 49,867

 $
 49,867

 Less: Imputed interest

 -

 Present value of future
 minimum lease payments

 $
 -

 $

 $

 (q)
 Revenue Recognition

 The
Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that
a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to
contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services
transferred to the customer. The following five steps are applied to achieve that core principle:

 1)

 Identify
 the contract with the customer

 2)

 Identify
 the performance obligations in the contract

 3)

 Determine
 the transaction price

 4)

 Allocate
 the transaction price to the performance obligations in the contract

 5)

 Recognize
 revenue when the company satisfies a performance obligation

 (r)
 Income Taxes

 The
Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes
is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income.
Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company's assets
and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

 The
Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that
some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws
that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management's opinion, adequate
provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances
or reversals of reserves may be necessary.

 Tax
benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.
A liability for "unrecognized tax benefits" is recorded for any tax benefits claimed in the Company's tax returns that
do not meet these recognition and measurement standards. For the years ended December 31, 2023 and 2022, no liability for unrecognized
tax benefits was required to be reported.

 F- 19

 There
was no income tax benefit recorded for the losses for the years ended December 31, 2023 and 2022 since management determined that the
realization of the net deferred tax assets is not more likely than not to be realized and has recorded a full valuation allowance on
the net deferred tax assets.

 The
Company's policy for recording interest and penalties associated with tax audits is to record such items as a component of general
and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2023 and 2022.
The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any
issues under review that could result in significant payments, accruals or material deviations from its position.

 Tax
years from 2020 through 2023 remain subject to examination by federal and state jurisdictions.

 (s)
 Basic and Diluted Earnings per Share of Common Stock

 Basic
earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings
per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the
period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive.

 Diluted
net loss per share is computed using the weighted average number of shares of Common Stock and dilutive potential Common Stock outstanding
during the period.

 As
the Company reported a net loss for the years ended December 31, 2023 and 2022, Common Stock equivalents were anti-dilutive.

 As
of December 31, 2023 and 2022, the following securities are excluded from the calculation of weighted average dilutive common shares
because their inclusion would have been anti-dilutive:

of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

 2023

 2022

 For
 the Years Ended

 2023

 2022

 Stock Options

 47,286

 149,241

 Unvested Restricted Stock Units

 88,668

 82,001

 Warrants to purchase Common Stock

 4,933,622

 217,202

 Pre-funded Warrants to purchase Common Stock

 -

 4,505

 Series C Preferred Convertible Warrants

 Series D Preferred Convertible Stock

 1,217

 1,217

 Series F Preferred Convertible
 Stock

 3,318,626

 -

 Total
 potentially dilutive shares

 8,482,891,

 466,252

 (t)
 Stock-based Payments

 The
Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 718, "Compensation - Stock Compensation", which requires the measurement and recognition of compensation
expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates
the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is
ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018,
the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment
Accounting (the "2018 Update"). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment
transactions for acquiring goods and services from nonemployees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions
to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards
within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when
the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the
instruments have been satisfied.

 The
Company has elected to account for forfeiture of stock-based awards as they occur.

 (u)
 Research and Development Costs

 In
accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that
conduct certain research and development activities on the Company's behalf.

 (v)
 Recently Issued Accounting Pronouncements

 Recently
Issued Accounting Pronouncements Adopted

 In
May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50),
Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40),
Issuer's Accounting for Certain Modifications or Exchanges or Freestanding Equity - Classified Written Call Options. The amendments
in this Update clarify an issuer's accounting for modifications or exchanges of freestanding equity - classified written call options
(for example, warrants) that remain equity classified after modification or exchange. The amendments are effective for all entities for
fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments
prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for
all entities, including adoption in an interim period. If an entity elects to early adopt the amendments in this Update in an interim
period, the guidance should be applied as of the beginning of the fiscal year that includes the interim period. The adoption of this
ASU had no material impact on the Company's consolidated financial statements and related disclosure.

 F- 20

 In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326),
Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs.
The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual
right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets.
The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those
fiscal years. The Company adopted this new guidance effective January 1, 2023 utilizing the modified retrospective transition method.
The adoption of this standard did not have a material impact on the Company's financial statements, but did change how the allowance
for credit losses is determined.

 Recently
Issued Accounting Pronouncements Not Adopted

 Management
does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the Company's
condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable
under the circumstances.

 Note
3 – Going Concern

 The Company has
evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company's
ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

 The accompanying consolidated
financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has sustained a net loss attributable to common stockholders of $ 8,218,163
and $ 15,197,336 and negative cash flows from operations of $ 12,980,625 and $ 12,270,068 for the years ended December 31, 2023 and 2022. These
factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue
as a going concern for the next 12 months from the date of this Annual Report is dependent upon its ability to obtain additional
capital financing. Through the date of this Annual Report, the Company has been primarily financed through the proceeds from the
sale of preferred and common stock. In the event the Company does not complete an offering, the Company expects to seek additional funding
through private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The issuance
of additional equity would result in dilution to existing stockholders. If the Company is unable to obtain additional funds when they
are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business
plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition
and results of operations. No assurance can be given that the Company will be successful in these efforts. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Note
4 – Trade and Other Payables

 Trade
and other payables consist of the following:

of Trade
and Other Payables

 2023

 2022

 Accounts Payable – Trade

 $
 3,079,080

 $
 2,356,555

 Accrued Expenses

 637,138

 316,666

 Trade and other payables,
 Total

 $
 3,716,218

 $
 2,673,221

 F- 21

 Note
5 – Stock-based Payments

incentive Plans

 2013

 On
January 23, 2014, the Company adopted the 2013 Stock Incentive Plan ("2013 Plan"). The 2013 Plan was amended by the Board
on January 9, 2015 and September 30, 2016, and such amendments were ratified by shareholders on December 7, 2018. The 2013 Plan provides
for the issuance of up to 73 shares of the Company's Common Stock. As of December 31, 2023, grants of restricted stock and options
to purchase 54 shares of Common Stock have been issued pursuant to the 2013 Plan, and 19 shares of Common Stock remain available for
issuance.

 2016

 On
December 21, 2016, the shareholders approved, and the Company adopted the 2016 Stock Incentive Plan ("2016 Plan"). The 2016
Plan provides for the issuance of up to 50,000,000 shares of the Company's Common Stock. As of December 31, 2023, grants of options
to purchase 0 shares of Common Stock have been issued pursuant to the 2016 Plan, and 0 shares of Common Stock remain available
for issuance.

 2017

 On
August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan ("2017 Plan"). The 2017
Plan provides for the issuance of up to 118 shares of the Company's Common Stock. As of December 31, 2023, grants of restricted
stock and options to purchase 93 shares of Common Stock have been issued pursuant to the 2017 Plan, and 25 shares of Common Stock remain
available for issuance.

 2018

 On
December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan ("2018 Plan"). On August
27, 2020, the 2019 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of
up to 18,670 shares of the Company's Common Stock. As of December 31, 2023, grants of RSUs and restricted stock to purchase 8,769
shares of Common Stock have been issued pursuant to the 2018 Plan, and 9,901 shares of Common Stock remain available for issuance.

 F- 22

 2021

 On
April 15, 2021, the shareholders approved, and the Company adopted the 2021 Stock Incentive Plan ("2021 Plan"). The 2021
Plan provides for the issuance of up to 240,940 shares of the Company's Common Stock. As of December 31, 2023, grants of RSUs and
stock options to purchase 230,318 shares of Common Stock have been issued pursuant to the 2021 Plan, and 10,622 shares of Common Stock
remain available for issuance.

 Stock
Options

 The
following table summarizes the activities for MyMD stock options for the year ended December 31, 2023:

of Stock Options Activity

 Remaining

 Aggregate

 of

 Exercise

 Grant Date

 Term

 Intrinsic

 Price

 Fair Value

 (years)

 Value

 149,241

 $
 79.34

 $
 78.64

 0.64

 $
 -

 129,838

 41.77

 38.53

 8.45

 $
 -

 Exercised

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 139,239
)

 77.70

 77.70

 -

 -

 139,840

 46.09

 42.34

 8.17

 $
 -

 Exercisable as of December 31, 2023

 47,286

 56.44

 51.49

 7.48

 $
 -

 The
aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price
of $ 7.77 for the Company's common shares on December 31, 2023 and the closing stock price of $ 34.50 for the Company's common
shares on December 31, 2022.

 On
January 28, 2022, the Company's Compensation Committee approved the issuance of 6,668 stock options under the 2021 Stock Incentive
Plan. These shares had a grant date fair value of $ 107.70 per share or a cumulative fair market value of $ 717,660 as calculated using
Black-Scholes (exercise price $ 118.80 per share, stock price $ 118.80 per share, volatility of 124.43 %, discount rate of 1.74 % and seven-year
term). The grant was segmented into four vesting tranches triggered by performance achievements and expire on January 28, 2029. The Company
will amortize the expenses over the vesting cycles of the individual tranches when the performance achievement is probable.

 On
June 21, 2022, the Company granted 3,334 stock options under the 2021 Stock Incentive Plan to a third-party consultant in consideration
of services rendered. These shares had a grant date fair value of $ 59.70 per share or a cumulative fair market value of $ 199,360 as calculated
using Black-Scholes (exercise price $ 69.00 per share, stock price $ 69.00 per share, volatility of 130.51 %, discount rate of 3.24 % and
 five -year term). The grant vested immediately and expire on June 21, 2027. The Company is amortizing the expense over twelve months,
the term of the consulting agreement.

 On
April 4, 2023, the Company issued 25,000
 options to a key employee. These shares had a
grant date fair value of $ 39.00
 per share or a cumulative fair market value of
$ 978,675
 as calculated using Black-Scholes (exercise price
$ 46.50
 per share, stock price $ 46.50
 per share, volatility of 122.12 %,
discount rate of 3.39 %
and a five-year term). 1/3 of the options vested on the grant date, 1/3 vest on the first anniversary of the grant and 1/3 vest on the
second anniversary of the grant. The 1/3rd of the fair-market value of the options was expensed on the grant date and the remaining 2/3 rd
 is amortized over 24 month vesting.

 On
June 7, 2023, the Company issued 66,503
 options to the directors and key employees. These
shares had a grant date fair value of $ 47.10
 per share or a cumulative fair market value of
$ 3,128,759
 as calculated using Black-Scholes (exercise price
$ 49.00
 per share, stock price $ 49.00
 per share, volatility of 115.94 %,
discount rate of 3.79 %
and a ten -year
term). 1/3 of the options vested on the grant date, 1/3 vest on the first anniversary of the grant and 1/3 vest on the second anniversary
of the grant. The 1/3 rd of the fair-market value of the options was expensed on the grant date and the remaining 2/3 rd
 is amortized over 24 month vesting.

 On July 19, 2023, the Company issued 1,667
 options to a consultant for services. These shares had a grant date fair value of $ 29.18
 per share or a cumulative fair market value of $ 48,643
 as calculated using Black-Scholes (exercise price $ 34.80
 per share, stock price $ 34.80
 per share, volatility of 120.30 %,
discount rate of 3.98 %
and a five -year
term). The options vested on the grant date. The fair-market value of the options was recorded immediately for services previously performed.

 On
September 6, 2023, the Company issued 33,334 options to a key employee. These shares had a grant date fair value of $ 23.10 per share
or a cumulative fair market value of $ 769,700 as calculated using Black-Scholes (exercise price $ 24.30 per share, stock price $ 24.30
per share, volatility of 117.90 %, discount rate of 4.44 % and a ten -year term). The options will vest upon the achievement of specific
performance goals. The fair-market value of the options will be recognized in the period the vesting event is achieved. As of December
31, 2023, none of the vesting events have occurred.

 On
September 6, 2023, the Company issued 3,334 options to a key employee. These shares had a grant date fair value of $ 23.10 per share or
a cumulative fair market value of $ 76,970 as calculated using Black-Scholes (exercise price $ 24.30 per share, stock price $ 24.30 per
share, volatility of 117.90 %, discount rate of 4.44 % and a ten -year term). of the options vested on the grant date,
vest on the first anniversary of the grant. The fair-market value of the vested options was amortized upon the issuance of the grant
and the remaining options will be amortized over the 12-month vesting cycle.

the years ended December 31, 2023 and 2022, the Company recognized stock option expenses totaling $ 3,049,537 and $ 444,342, respectively.

 The
unamortized stock option expenses as of December 31, 2023 and 2022 totaled $ 2,418,338 and $ 113,847, respectively.

 Restricted
Stock Units

the year ended December 31, 2023, the Company converted 261
 vested RSUs issued in March 2019 and 7,600
 vested RSUs issued in September 2020 to members
of the Board of Directors into 7,861
 common shares of the Company. Expenses related
to these RSUs had been recognized by pre-merger Akers Biosciences, Inc in 2021 and prior years.

 F- 23

 On
October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 93,169 Restricted Stock Units to the
Company's six directors and seven key employees. Each RSU had a grant date fair value of $ 242.70 which will be amortized upon vesting
into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2021 Plan. Vesting
of each RSU is:

 One-third
 (33%) of each RSU will vest when the Company's market capitalization is equal to or greater than $500,000,000 for at least
 ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value
 of the Common Stock equals or exceeds $150.00 during such trading day period.

 One-third
 (33%) of each RSU will vest when the Company's market capitalization is equal to or greater than $750,000,000 for at least
 ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value
 of the Common Stock equals or exceeds $150.00 during such trading day period.

 The
 remaining awarded units will vest when the Company's market capitalization is equal to or greater than $1,000,000,000 for at
 least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market
 value of the Common Stock equals or exceeds $150.00 during such trading day period.

 In
 the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause
 or due to the participant's death or total and permanent disability, then all unvested units shall become vested units immediately
 upon the occurrence of such event.

 As
of December 31, 2023, none of the vesting milestones have been met.

 On
January 28, 2022, the Compensation Committee of the Board of Directors approved a grant of 135 RSUs to a sub-contractor with a grant
date fair value of $ 15,998 and vested immediately. Such RSUs were granted under the 2021 Plan. The Company recorded expenses of $ 15,998
which is included Stock Based Compensation on the Consolidated Statement of Comprehensive Loss during the year ended December 31, 2022.

 On
July 7, 2022, the Compensation Committee of the Board of Directors approved a grant of 1,673 RSUs to a sub-contractor with a grant date
fair value of $ 150,000 and vested immediately. Such RSUs were granted under the 2021 Plan. The Company recorded expenses of $ 138,587
which is included Stock Based Compensation on the Consolidated Statement of Comprehensive Loss during the year ended December 31, 2022.

 The
following is the status of outstanding unvested restricted stock units outstanding as of December 31, 2023 and the changes for the year
ended December 31, 2023:

of Restricted Stock Units Activity

 Number of

 Grant Date

 RSUs

 Fair Value

 93,169

 $
 242.70

 -

 -

 Vested

 -

 -

 -

 -

 ( 4,501
)

 242.70

 88,668

 $
 242.70

 As
of December 31, 2023 and 2022, the unamortized value of the RSUs was $ 21,600,300 and $ 22,611,550, respectively.

 Note
6 – Equity

 Authorized
Capital Stock

 As
of December 31, 2023, the Company's authorized capital stock consisted of 66,666,666
shares, of which 16,666,666
are shares of Common Stock, $ 0.001
par value per share (the "Common Stock"), and 50,000,000
are shares of preferred stock, $ 0.001
par value per share, 1,990,000
of which have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), 211,353
of which have been designated as Series D Convertible Preferred Stock (the "Series D Preferred Stock"), 100,000
of which have been designated as Series E Junior Participating Preferred Stock and 15,000
of which have been designated as Series F Convertible Preferred Stock (the "Series F Preferred Stock"). As of December
31, 2023 and December 31, 2022, there were 2,018,857
and 1,315,674
shares of Common Stock issued and outstanding, respectively. There were 72,992
shares of Series D Preferred Stock issued and outstanding and warrants to purchase Series C Preferred Stock convertible into 918
shares of Common Stock issued and outstanding as of December 31, 2023 and December 31, 2022. There were 6,833
and 0
shares of Series F Preferred Stock issued and outstanding as of December 31, 2023 and December 31, 2022. There were no shares of
Series C Convertible Preferred Stock or Series E Junior Participating Preferred Stock issued and outstanding as of December 31, 2023
and December 31, 2023.

 Preferred
Stock

 The
holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the certificate of designation for each
class of preferred shares or warrants, at meetings of the Company.

 F- 24

D Convertible Preferred Stock

 The
following are the principal terms of the Series D Preferred Stock:

 Rank

 The
Series D Preferred Stock ranks (1) on parity with Common Stock on an "as converted" basis, (2) senior to any series of our
capital stock hereafter created specifically ranking by its terms junior to the Series D Preferred Stock, (3) on parity with any series
of our capital stock hereafter created specifically ranking by its terms on parity with the Series D Preferred Stock, and (4) junior
to any series of our capital stock hereafter created specifically ranking by its terms senior to the Series D Preferred Stock in each
case, as to dividends or distributions of assets upon our liquidation, dissolution or winding up whether voluntary or involuntary.

 A
holder of Series D Preferred Stock is entitled at any time to convert any whole or partial number of shares of Series D Preferred Stock
into shares of our Common Stock, determined by dividing the stated value equal to $ 0.01 by the conversion price of $ 0.01 per share. A
holder of Series D Preferred Stock is prohibited from converting Series D Preferred Stock into shares of Common Stock if, as a result
of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock
then issued and outstanding (with such ownership restriction referred to as the "Series D Beneficial Ownership Limitation")
immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock.
However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase
in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the Series D Preferred Stock
is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based
on price anti-dilution provisions.

 Dividend

 In
addition to stock dividends or distributions for which proportionate adjustments will be made, holders of Series D Preferred Stock are
entitled to receive dividends on shares of Series D Preferred Stock equal, on an as-if-converted-to-common-stock basis, to and in the
same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.
No other dividends are payable on shares of Series D Preferred Stock.

 Voting

 Subject
to the Series D Beneficial Ownership Limitation, on any matter presented to our stockholders for their action or consideration at any
meeting of our stockholders (or by written consent of stockholders in lieu of a meeting), each holder, in its capacity as such, shall
be entitled to cast the number of votes equal to the number of whole shares of our Common Stock into which the Series D Preferred Stock
beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to
such matter (taking into account all Series D Preferred Stock beneficially owned by such holder). Except as otherwise required by law
or by the other provisions of the Certificate of Designation of Series D Convertible Preferred Stock (the "Series D Certificate
of Designation"), the holders of Series D Preferred Stock, in their capacity as such, shall vote together with the holders of our
Common Stock and any other class or series of stock entitled to vote thereon as a single class.

 Liquidation

 Upon
any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series D Preferred Stock
are entitled to receive, pari passu with the holders of Common Stock, out of the assets available for distribution to stockholders
an amount equal to such amount per share as would have been payable had all shares of Series D Preferred Stock been converted into Common
Stock immediately before such liquidation, dissolution or winding up, without giving effect to any limitation on conversion as a result
of the Series D Beneficial Ownership Limitation, as described above.

 Exchange
Listing

D Preferred Stock is not listed on the Nasdaq, any national securities exchange or other nationally recognized trading system. Our Common
Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol "MYMD".

 Failure
to Deliver Conversion Shares

 If
we fail to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the "Series D Conversion Shares")
within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of
conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then
we are obligated to pay to the holder, as liquidated damages, an amount equal to $25 per trading day (increasing to $50 per trading day
on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock
being converted which are not timely delivered. If we make such liquidated damages payments, we are also not obligated to make Series
D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares.

for Series D Buy-In on Failure to Timely Deliver Shares

 If
we fail to timely deliver the Series D Conversion Shares to the holder, and if after the required delivery date the holder is required
by its broker to purchase (in an open market transaction or otherwise) or the holder or its brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the holder of the Series D Conversion Shares which the holder anticipated receiving
upon such conversion or exercise (a "Series D Buy-In"), then we are obligated to (A) pay in cash to such holder (in addition
to any other remedies available to or elected by such holder) the amount, if any, by which (x) such holder's total purchase price
(including any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number
of Series D Conversion Shares that such holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale
price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the
option of such holder, either reissue (if surrendered) the shares of Series D Preferred Stock equal to the number of shares of Series
D Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such holder the number
of Series D Conversion Shares that would have been issued if we had timely complied with its delivery requirements.

 F- 25

 As
of December 31, 2023, the Company had 72,992 shares of Series D Convertible Preferred Stock outstanding which represent 1,217 underlying
shares of the Company Common Stock.

F Convertible Preferred Stock

 The
following are the principal terms of the Series F Preferred Stock:

 Dividends

 The
holders of the Series F Preferred Stock are entitled to dividends of 10.0 % per annum, compounded monthly, which are payable in cash or
shares of Common Stock at the Company's option, in accordance with the terms of the certificate of designation of the Series F
Preferred Stock (the "Series F Certificate of Designation"). Upon the occurrence and during the continuance of a Triggering
Event (as defined in the Series F Certificate of Designation), shares of Series F Preferred Stock will accrue dividends at the rate of
 15.0 % per annum. Upon conversion or redemption, the holders of shares of Series F Preferred Stock are also entitled to receive a dividend
make-whole payment.

 Voting

 The
Series F Preferred Stock has no voting rights, except as required by law (including without limitation, the Delaware General Corporation Law (the "DGCL") and as expressly provided in the Series F Certificate of Designation. To the extent that under the DGCL the
vote of the holders of shares of Series F Preferred Stock, voting separately as a class or series, as applicable, is required to authorize
a given action of the Company, the affirmative vote or consent of a majority of the outstanding shares of Series F Preferred Stock, voting
together in the aggregate and not in separate series unless required under the DGCL, represented at a duly held meeting at which a quorum
is presented or by written consent of such majority (except as otherwise may be required under the DGCL) shall constitute the approval
of such action by both the class or the series, as applicable. To the extent that under the DGCL holders of shares of Series F Preferred
Stock are entitled to vote on a matter with holders of shares of Common Stock, voting together as one class, each share of Series F Preferred
Stock shall entitle the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into
which it is then convertible (subject to certain beneficial ownership limitations) using the record date for determining the stockholders
of the Company eligible to vote on such matters as the date as of which the Conversion Price is calculated.

 Liquidation

 Upon
any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the each holder shares of the Series F Preferred
Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series F Preferred
Stock equal to the greater of (A) 125% of the stated value of such share of Series F Preferred Stock (plus any applicable make-whole
amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive
if such holder converted such share of Series F Preferred Stock into Common Stock immediately prior to the date of such payment. All
shares of capital stock of the Company shall be junior in rank to all shares of Series F Preferred Stock with respect to the preferences
as to payments upon the liquidation.

 The
Series F Preferred Stock is convertible into shares of Common Stock (the "Conversion Shares"). The initial conversion
price, subject to adjustment as set forth in the Series F Certificate of Designation, was $ 2.255
(pre-split) (the "Conversion Price"). The
Conversion Price can be adjusted as set forth in the Series F Certificate of Designation for stock dividends and stock splits or the
occurrence of a fundamental transaction (generally including any reorganization, recapitalization or reclassification of the Common
Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger
with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the
beneficial owner of 50% of the voting power represented by the outstanding Common Stock). The Conversion Price is also subject to
"full ratchet" price-based adjustment in the event of any issuances of Common Stock, or securities convertible,
exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions).
Following the Reverse Stock Split, the Conversion Price for the Preferred Shares was adjusted to $3.18 per share pursuant to the
terms of the Certificate of Designations. If any shares of Series F Preferred Stock are converted or reacquired by us, such shares
shall resume the status of authorized but unissued shares of Series F Preferred Stock of the Company and shall no longer be
designated as Series F Preferred Stock.

 The
Company is required to redeem the shares of Series F Preferred Stock in 12 equal monthly installments, commencing on July 1, 2023. The
amortization payments due upon such redemption are payable, at the Company's election, in cash, or subject to certain limitations,
in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average
of the three lowest closing prices of the Company's Common Stock during the thirty trading day period immediately prior to the
date the amortization payment is due or (B) a "Floor Price" of $6.60 (subject to adjustment for stock splits, stock dividends,
stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by
the Nasdaq Stock Market; provided that if the Floor Price is the lowest effective price, the Company will be required to make the amortization
payment in cash.

 F- 26

 Exchange
Cap

 The
Company was initially restricted from issuing shares of Common Stock upon conversion of the Series F Preferred Stock or exercise of the
associated warrants in excess of 19.99 % of the shares of Common Stock outstanding as of the date immediately prior to the issuance of
the shares of Series F Preferred Stock and the associated warrants (the "Issuable Maximum") until the Company obtained stockholder
approval for the issuance of shares of Common Stock in excess of the Issuable Maximum ("Stockholder Approval"). The Company
received the Stockholder Approval on July 31, 2023.

 Optional

 The
Series F Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date.
Holders shall effect conversions by providing us with the form of conversion notice (the "Notice of Conversion") specifying
the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent to
the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable
holder delivers by email such Notice of Conversion to us.

 Mandatory

 If
on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $202.95 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar
events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day
during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the "Mandatory
Conversion Date"), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory
Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder's shares of Series F Preferred Stock
into Conversion Shares at the then effective Conversion Price (the "Mandatory Conversion"). If any of the Equity Conditions
shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of
the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio.

 Beneficial
Ownership Limitation

 The
Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99%
or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage
to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective
until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

Stock

 The
holders of common shares are entitled to one vote per share at meetings of the Company.

 On
April 27, 2023, 4,505 prefunded warrants were exercised in exchange for 4,505 shares of common stock.

 As
of December 31, 2023, the Company had 2,018,857 shares of Common Stock issued and outstanding. During the year ended December 31, 2023
the Company issued 539,534 shares of common stock as installment conversions and 85,323 shares of common stock for make-whole adjustments
for the Series F Convertible Preferred.

 F- 27

 On
February 16, 2022, 12,838 prefunded warrants were exercised in exchange for 12,838 shares of Common Stock.

 On
August 17, 2022, pursuant to a securities purchase agreement with certain institutional and accredited investors, dated August 15, 2022,
the Company issued and sold in a registered direct offering (the "August Offering") an aggregate of 47,059 shares of its
Common Stock at an offering price of $ 127.50 per share and 47,063 unregistered investor warrants to purchase up to 47,063 shares of its
Common Stock at an exercise price of $ 157.50, for gross and net proceeds of $ 5,999,997 and $ 5,550,028, respectively.

Stock Warrants

 The
table below summarizes the warrant activity for the year ended December 31, 2023:

of Warrant Activity

 Remaining

 Aggregate

 Number of

 Exercise

 Intrinsic

 Warrants

 Price

 Term (years)

 Value

 217,202

 $
 147.86

 3.63

 $
 -

 Issued

 4,716,904

 3.18

 4.15

 21,650,589

 Exercised

 -

 -

 -

 -

 -

 -

 -

 -

 ( 484
)

 5,414.40

 -

 -

 4,933,622

 $
 9.02

 4.08

 $
 21,650,589

 Exercisable as of December 31, 2023

 4,933,622

 $
 9.02

 4.08

 $
 21,650,589

 The
aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price
of $ 7.77 for the Company's common shares on December 31, 2023 and the closing stock price of $ 34.50 for the Company's common
shares on December 31, 2022. All warrants were vested on date of grant.

 On
July 7, 2022, the Company issued warrants to purchase up to 1,276 shares of its Common Stock at an exercise price of $ 164.40 to a vendor
for services. These warrants had a grant date fair value of $ 66.37 per warrant or a cumulative fair market value of $ 84,851 as calculated
using Black-Scholes (exercise price $ 179.40 per share, stock price $ 82.20 per share, volatility of 131.06 %, discount rate of 3.07 % and
a five - year term). The warrants will be exercisable at any time and from time to time, in whole or in part, following the date of issuance
and for a term of five years from the effective date. The fair-market value of the warrants was amortized over the life of the service
contract. During the year ended December 31, 2022, the Company recognized $ 84,851 in expense which is included in Stock-Based Compensation
on the Consolidated Statement of Comprehensive Loss.

 On
August 17, 2022, in connection with the August Offering, the Company issued unregistered investor warrants to purchase up to 47,063 shares
of its Common Stock at an exercise price of $ 157.50 (the "August Investor Warrants") in a private placement. The August Investor
Warrants will be exercisable at any time and from time to time, in whole or in part, beginning six-months following the date of issuance
and for a term of five years from the initial exercise date.

to the February 2023 Offering, the Company issued to investors Warrants to purchase 4,716,904
shares of Common Stock (as adjusted, and subject to further adjustment), with an exercise price of $ 3.18
per share (as adjusted, and subject to further adjustment), for a period of five
years from the date of issuance. The Exercise Price and the number of shares issuable upon exercise of the Warrants are
subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based
adjustment, on a "full ratchet" basis, in the event of any issuances of Common Stock, or securities convertible,
exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions).
Upon any such price-based adjustment to the Exercise Price, the number of shares issuable upon exercise of the Warrants will be
increased proportionately. (Note 3)

 Pre-funded
Common Stock Warrants

 The
table below summarizes the pre-funded warrant activity for the year ended December 31, 2023:

of Warrant Activity

 Remaining

 Aggregate

 Number of

 Exercise

 Intrinsic

 Warrants

 Price

 Term (years)

 Value

 4,505

 $
 0.06

 -

 $
 155,135

 Issued

 -

 -

 -

 -

 Exercised

 ( 4,505
)

 0.06

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 $
 -

 -

 $
 -

 Exercisable as of December 31, 2023

 -

 $
 -

 -

 $
 -

 All
pre-funded warrants were vested on date of grant and are exercisable at any time. The aggregate intrinsic value is calculated as the
difference between the exercise price of the underlying award and the closing stock price of $ 34.50 for the Company's common shares
on December 31, 2022

 F- 28

C Convertible Preferred Stock Warrants

 The
table below summarizes the warrant activity for the year ended December 31, 2023:

of Warrant Activity

 Remaining

 Aggregate

 Number of

 Exercise

 Intrinsic

 Warrants

 Price

 Term (years)

 Value

 $
 240.00

 1.94

 $
 -

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 $
 240.00

 0.94

 $
 -

 Exercisable as of December 31, 2023

 $
 240.00

 0.94

 $
 -

 The
aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price
of $ 7.77 for the Company's common shares on December 31, 2023 and the closing stock price of $ 34.50 for the Company's common
shares on December 31, 2022. All Series C Convertible Preferred Stock Warrants were vested on date of grant.

 Note
7 – Income Taxes

 The
Company's income tax (benefit)/provision is as follows for the years ended December 31, 2023 and 2022:

of Income Tax (Benefit)/Provision

 2023

 2022

 Current

 $
 -

 $
 -

 Deferred

 4,129,000

 ( 5,914,000
)

 Change in Valuation Allowance

 ( 4,129,000
)

 5,914,000

 Income Tax Benefit

 $
 -

 $
 -

 The
reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December
31, 2023 and 2022 are as follows:

of Reconciliation of Income Tax Rate and Benefit from Income Taxes

 2023

 2022

 Statutory U.S. Federal Income Tax Rate

 ( 21.0
)%

 ( 21.0
)%

 New Jersey State income taxes, net of U.S. Federal tax effect

 45.5
 %

 ( 14.5
)%

 Adjustment to deferred tax assets

 82.8
 %

 ( 4.1
)%

 Other

 -
 %

 0.7
 %

 Change in Valuation Allowance

 ( 107.3
)%

 38.9
 %

 Net

 0.0
 %

 0.0
 %

 As
of December 31, 2023, and 2022, the Company had U.S. federal net operating loss carry forwards of approximately $ 113.1 million
and $ 107.1 million, respectively. Approximately $ 51.5 million of the U.S. federal net operating loss generated in tax
years beginning before January 1, 2018 expire beginning with the year ending December 31, 2024 through 2037. The remaining U.S.
federal net operating loss of approximately $ 61.6 million does not expire, however it is limited to 80 % of each
subsequent year's net income. As of December 31, 2023, and 2022, the Company had U.S. state net operating loss carry forwards
of approximately $ 45.2 million and $ 41.0 million, respectively, some of which expire beginning with the year
ending December 31, 2024 through 2043. U.S. federal net operating losses of approximately $ 2.3 million expired during
2023. The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions
of the Internal Revenue Code regarding changes in ownership of corporations. Such limitation may have an impact on the ultimate
realization of its carryforwards and future tax deductions.

 Under
Section 382 of the Code, use of the Company's net operating loss carryforwards is limited if the Company experiences a cumulative
change in ownership of greater than 50 % in a moving three-year period. The Company experienced an ownership change as a result
of the Merger and therefore the Company's ability to utilize its net operating loss and certain credit carryforwards are limited.
The limitation is determined by the fair market value of the Company's common stock outstanding immediately prior to the ownership
change, multiplied by the applicable federal rate. It is expected that the Merger caused the Company's net operating loss carryforwards
to be limited. However, the limitation had no impact on the Company's financial statements since the Company recorded a full valuation
allowance for the deferred tax assets as of December 31, 2023 and 2022.

 The
principal components of the deferred tax assets and liabilities, and related valuation allowances as of December 31, 2023 and 2022 are
as follows:

of Deferred Tax Assets and Related Valuation Allowances

 2023

 2022

 Reserves and other

 $
 796,000

 $
 745,000

 Net operating loss carry-forwards

 26,494,000

 26,176,000

 Capitalized research and development

 3,946,000

 2,177,000

 Research and development tax credit

 1,326,000

 610,000

 Share-based compensation

 1,108,000

 4,542,000

 Warrant liability

 ( 2,860,000
)

 -

 Derivative liability

 ( 688,000
)

 -

 Valuation Allowance

 ( 30,122,000
)

 ( 34,250,000
)

 Net deferred tax asset

 $
 -

 $
 -

 F- 29

 The
valuation allowance for deferred tax assets (decreased) by approximately $ ( 4.1) million during the year ended December 31, 2023,
due mainly to write-offs of the gross deferred tax asset related to share-based compensation, net of increases in the Company's
deferred tax assets related to its net operating loss carryforward and capitalized research expenses. The valuation allowance for deferred
tax assets increased by approximately $ 5.9 million during the year ended December 31, 2022, due mainly to increases in the Company's
deferred tax asset related to its net operating loss carryforward. In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets may be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary
differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment.

 The
Company's policy for recording interest and penalties associated with tax audits is to record such items as a component of general
and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2023 and 2022.
The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any
issues under review that could result in significant payments, accruals or material deviations from its position.

 The
Company files U.S. federal income tax returns and state income tax returns. Since the Company had losses in the past, all prior years
that generated net operating loss carryforwards are open and subject to audit examination in relation to the net operating loss generated
from those years.

 Note
8 – Commitments and Contingencies

 Scientific
Advisory Board

 On
February 1, 2021, the Company formed the Scientific Advisory Board to (i) provide strategic advice and make recommendations to management
regarding current and planned research and development programs, (ii) advise management regarding the scientific merit of technology
or products involved in licensing and acquisition opportunities and (iii) provide strategic advice to management regarding emerging science
and technology issues and trends. During the years ended December 31, 2023 and 2022, the Company incurred costs of $ 0 and $ 148,000, respectively.
These expenses are included in Research and Development Expenses on the Consolidated Statement of Comprehensive Loss. The Scientific
Advisory Board was disbanded effective September 30, 2022.

 NASDAQ
 Capital Market Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

 On
October 11, 2023, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq")
indicating that, based upon the closing bid price of the Company's common stock for the 30 consecutive business days between August
29, 2023, to October 10, 2023, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The
Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a
compliance period of 180 calendar days, or until April 8, 2024 (the "Compliance Period"), in which to regain compliance pursuant
to Nasdaq Listing Rule 5810(c)(3)(A).

 Effective as of 4:05 p.m. Eastern Standard Time on February 14, 2024, we
effected the Reverse Stock Split of our common stock at a ratio of one-for-thirty. Simultaneously with the Reverse Stock Split, number
of shares of our common stock authorized for issuance was reduced from 500,000,000 shares to 16,666,666 shares, and our authorized capital
stock was reduced from 550,000,000 shares to 66,666,666 shares. Our common stock continued to be traded on the Nasdaq Capital Market under
the symbol MyMD and began trading on a split-adjusted basis at market open on February 15, 2024. On March 4, 2024, we were notified by
Nasdaq that we had regained compliance with all Nasdaq listing requirements and the matter was closed.

 Litigation
and Settlements

 Raymond
Akers Actions

 On
April 14, 2021, Raymond F. Akers, Jr., Ph. D. filed a lawsuit against MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) in the
Superior Court of New Jersey, Law Division, Gloucester County (the "First Raymond Akers Action"). Mr. Akers asserts one common
law whistleblower retaliation claim against the Company.

 On
September 23, 2021, the Court granted MyMD Pharmaceutical, Inc.'s ("MyMD's") Motion to Dismiss Plaintiff's
Amended Complaint and dismissed Plaintiff's Amended Complaint. The Court indicated that Mr. Akers is "free to file another
complaint, however, tort-based 'Pierce' allegations, and/or CEPA claims are barred by the statute of limitations."

 On
March 1, 2022, Mr. Akers filed a second action against MyMD in the Superior Court of New Jersey, Law Division, Gloucester County (the
"Second Raymond Akers Action") again asserting one common law whistleblower retaliation claim against the Company. The Company
believes that the Second Raymond Akers Action is without merit and, moreover, was filed against the Court's specific admonition
that Plaintiff does not attempt to circumvent the statute of limitations.

 On
May 27, 2022, the Court granted-in-part and denied-in-part MyMD's Motion to Dismiss Plaintiff's Complaint. The Court reaffirmed
the ruling in the First Raymond Akers Action that any tort-based Pierce claims are time-barred. However, the Court denied the Motion
as it pertained to Plaintiff's contract-based Pierce claim and "Repayment of Monies Owed" claim. On July 29, 2022,
MyMD filed its Answer, which included affirmative defenses. As of December 31, 2023, the Second Raymond Akers Action is in the discovery
phase.

 All
legal fees incurred were expensed as and when incurred.

 F- 30

 Note
9 – Related Parties

 SRQ
Patent Holdings and SRQ Patent Holdings II

 MyMD
is a party to two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements, both dated November 11, 2020, with SRQ
Patent Holdings and SRQ Patent Holdings II, under which MyMD (or its successor) will be obligated to pay to SRQ Patent Holdings or SRQ
Patent Holdings II (or its designees) certain royalties on product sales or other revenue received on products that incorporate or are
covered by the intellectual property that was assigned to MyMD. The royalty is equal to 8% of the net sales price on product sales and,
without duplication, 8% of milestone revenue or sublicense compensation. SRQ Patent Holdings and SRQ Patent Holdings II are affiliates
of Mr. Jonnie Williams, Sr. No revenue has been received subject to these agreements as of December 31, 2023 and 2022.

 MIRA
Pharmaceuticals Limited License Agreement

 MyMD
is a party to an Amended and Restated Limited License Agreement, dated June 27, 2022 and amended on April 20, 2023, with MIRA Pharmaceuticals,
Inc. (Nasdaq: MIRA), under which the parties agreed to share technical information and know-how pertaining to the synthetic manufacture
and formulation of the parties' respective Supera-CBD and MIRA1a product candidates. MyMD, which holds patent rights
to MIRA1a in 22 foreign countries, was granted a perpetual, non-exclusive, royalty-free license to use improvements to MIRA1a
made under the agreement, and MIRA was granted a limited, perpetual, worldwide, non-exclusive, royalty-free license to use Supera-CBD
as a synthetic intermediate in the manufacture of MIRA1a. MyMD's President and Chief Medical Officer, Chris Chapman, M.D.,
is Executive Chairman of MIRA

 Note
10 – Employee Benefit Plan

 The
Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified
employees of the Company (the "401(k) Plan"). Under the 401(k) Plan, the Company matches 100 % up to a 3 % contribution, and
 50 % over a 3 % contribution, up to a maximum of 5 %.

 The
Company made matching contributions to the 401(k) Plan during the years ended December 31, 2023 and 2022 of $ 44,942 and $ 41,443, respectively.

 Note
11— Patent Assignment and Royalty Agreement

 In
November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company's
current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to
the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective
until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership
or licensing agreement including the assigned patents. No revenue has been received subject to these agreements as of December 31, 2023
and 2022.

 Note
12 – Subsequent Events

 On
March 4, 2024 (the "Effective Date"), MyMD Pharmaceuticals, Inc., a New Jersey corporation ("MyMD New Jersey"
or, prior to the Reincorporation (as defined below), the "Company") merged with and into its wholly-owned subsidiary, MyMD
Pharmaceuticals, Inc., a Delaware corporation ("MyMD Delaware" or, following the Reincorporation, the "Company"),
with MyMD Delaware being the surviving corporation, pursuant to that certain Agreement and Plan of Merger, dated as of March 4, 2024,
by and between MyMD New Jersey and MyMD Delaware (the "Plan of Merger"), for the purpose of changing the Company's
state of incorporation from New Jersey to Delaware (the "Reincorporation"). The Plan of Merger and the Reincorporation were
approved by the Company's stockholders at the 2023 annual meeting of stockholders, held on July 31, 2023 (the "2023 Annual
Meeting").

 MyMD
Delaware is deemed to be the successor issuer of MyMD New Jersey under Rule 12g-3 of the Securities Exchange Act of 1934, as amended.

 The
Reincorporation did not result in any change in the Company's name, business, management, fiscal year, accounting, location of
the principal executive offices, assets or liabilities. In addition, the Company's common stock will retain the same CUSIP number
and continue to trade on the Nasdaq Capital Market under the symbol "MYMD." Holders of shares of the Company's common
stock will not have to exchange their existing Company stock certificates for MyMD Delaware stock certificates.

 As
of the Effective Date of the Reincorporation, the rights of the Company's stockholders are governed by the Delaware General Corporation
Law, the MyMD Delaware Certificate of Incorporation and the Bylaws of MyMD Delaware.

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