MyMD Pharmaceuticals, Inc. entered into a definitive merger agreement to acquire Akers Biosciences, Inc. (NasdaqCM:AKER) for approximately $250 million in a reverse merger transaction on November 11, 2020. Under the terms of transaction, each outstanding share of common stock of MyMD will be converted into the right to receive the number of shares of the common stock of Akers equal to the exchange ratio and each outstanding stock option of MyMD that has not previously been exercised prior to the effective time, whether or not vested, will be assumed by Akers subject to certain terms contained in the agreement. Akers will issue 68,035,360 shares in exchange for MYMD common stock upon closing of the merger, 9,979,664 shares of Akers common stock underlying the outstanding options to purchase MYMD common stock to be assumed by the registrant upon closing of the merger, and up to a maximum of 68,035,360 shares to be issued upon achievement of certain market capitalization milestone events during the 36-month period following the closing of the merger. On a pro forma basis and based upon the number of shares of Akers common stock to be issued in the merger, current Akers shareholders will own approximately 20% of the combined company, on a fully diluted basis, and current MyMD shareholders will own approximately 80% of the combined company on a fully diluted basis. The merger agreement also provides for additional contingent payments in the form of milestone payments in cash and shares to the stockholders of MyMD under certain circumstances. In connection with the agreement, Akers agreed to loan MyMD up to $3 million pursuant to a secured promissory note. Concurrently with the execution of the merger agreement with MyMD, Akers entered into a securities purchase agreement with certain accredited investors to raise $18 million through the issuance of up to 9.77 million shares of common stock and accompanying warrants to purchase an aggregate of up to 9.77 million shares of common stock at $1.85 per share of common stock and accompanying warrant. Upon closing the transaction, the combined company is expected to be renamed MyMD Pharmaceuticals, Inc. and remain listed on the Nasdaq under the new ticker symbol “MYMD.”

At the effective time, the merger agreement contemplates that the Board of Directors of the combined company will consist of 7 directors, with Akers having the right to designate up to 4 members and MYMD having the right to designate up to 3 members. The combined company will be led by Chris Chapman, who will become President and Chief Medical Officer of MyMD, and Adam Kaplin, who will become Chief Scientific Officer, and is planned to be headquartered in Baltimore, Maryland. Christopher C. Schreiber will serve as Executive Officer of Supera line of business and Paul Rivard as Executive Vice President of Operations and General Counsel and Ian Rhodes as Chief Financial Officer. Directors of the resulting issuer are expected to be Joshua Silverman, Director and Chairman of the Board; Christopher C. Schreiber, Director; Bill J. White, Director, Craig Eagle, Director; Jude Uzonwanne, Director and Robert C. Schroeder as Director. Members of the MyMD Scientific Advisory Board will include Katharine Whartenby, Jeremy Walston, Scott Freeman, Ryan Vandrey, Alison O'Mahony and Anupama Kumar.

The transaction is subject to the approval of Akers shareholders at a special shareholder meeting, approval by shareholders of MyMD, any waiting period applicable to the consummation of the merger under the HSR Act having been expired or been terminated, approval of the listing of additional shares of the common stock of Akers on Nasdaq having been obtained and the shares of Akers to be issued in the merger having been approved for listing on Nasdaq, S-4 registration statement having become effective, holders of Akers' common stock representing an amount not more than 5% of the issued and outstanding shares of Akers having demanded appraisal rights, lock-up agreement, completion of purchase of substantially all of the assets and certain liabilities of Supera Pharmaceuticals, Inc. by MyMD, execution of support agreement, Akers having net cash equal to the minimum parent net cash amount, Akers having received a duly executed copy of a resignation letter from each of the resigning members of its Board, pursuant to which each such person will resign as a member of the Board of Akers immediately following the effective time, Akers having caused all of its issued and outstanding preferred stock to be converted, redeemed, exchanged, cancelled or retired such that, as of the effective time, there is no preferred stock issued or outstanding and other customary closing conditions. The boards of directors of both Akers and MyMD unanimously approved the transaction and recommended their respective shareholders to vote in favour of the transaction. The officers and directors of Akers have each entered into a voting agreement with MyMD and the officers, directors and certain affiliated stockholders of MyMD have each entered into a voting agreement with Akers, pursuant to which they have agreed to vote in favour of the transaction. A special meeting of the stockholders of Akers will be held on April 15, 2021. At Akers' special meeting of stockholders held on April 15, 2021, Akers obtained sufficient votes for each proposal required to consummate the merger between Akers and MYMD. MYMD previously obtained a sufficient number of written consents from its stockholders to consummate the merger. The transaction is expected to close in the first half of 2021. Akers and MYMD expect the name changes, the Reverse Stock Split, and the Merger to become effective after-market hours on April 16, 2021.

Rick A. Werner, Jayun Koo and Greg Kramer of Haynes and Boone, LLP acted as legal advisors to Akers. Curt P. Creely, Melissa Villaveces and Megan Odroniec of Foley & Lardner LLP acted as legal advisors to MyMD. Gemini Valuation Services, LLC acted as financial advisor and fairness opinion provider for Akers and GVS received a fee of $0.1 million for rendering its opinion. VStock Transfer, LLC acted as transfer agent for Akers. Action Stock Transfer Corporation acted as Transfer Agent and Karen Smith of Advantage Proxy, Inc. acted as an information agent for Akers and will be paid an estimated fee of approximately $12,500.

MyMD Pharmaceuticals, Inc. completed the acquisition of Akers Biosciences, Inc. (NasdaqCM:AKER) in a reverse merger transaction effective April 16, 2021. MyMD Pharmaceuticals, Inc.'s common shares will begin trading from April 19th, on the NASDAQ Stock Market under the ticker symbol “MYMD.”