- Shares to commence trading on the Nasdaq
Capital Market on April 19, 2021 under the new ticker symbol
"MYMD"
- Upon Closing, the Combined Company will focus
on developing and commercializing novel immunotherapy pipeline
assets, including its lead molecule MYMD-1
- Recently announced plans to initiate Phase 2
trial
Akers Biosciences, Inc. (“Akers”) (Nasdaq: AKER) and MyMD
Pharmaceuticals, Inc. (“MYMD”) today announced that at Akers’
special meeting of stockholders held on April 15, 2021, Akers
obtained sufficient votes for each proposal required to consummate
the previously announced proposed merger between Akers and MYMD.
MYMD previously obtained a sufficient number of written consents
from its stockholders to consummate the merger.
Upon closing, the combined company will be named MyMD
Pharmaceuticals, Inc. and will remain listed on the Nasdaq under
the new ticker symbol “MYMD,” beginning April 19, 2021. The company
intends to focus on developing and commercializing novel
immunotherapy pipeline assets, including MYMD-1, a first-in-class
drug being developed to treat autoimmune and age-related diseases,
including extending the human lifespan.
"I am extremely proud of our dedicated team, who has put forth
time and effort to get us to this significant milestone,” said
Chris Chapman, M.D., President and Chief Medical Officer of MyMD.
“The closing of this merger should further position our company to
advance our pipeline of drug candidates, including our recently
announced Phase 2 trial that we plan to initiate, which continue to
show tremendous promise for a myriad of indications. We are
grateful for the support of or new and existing shareholders, who
remain alongside us as we continue on this exciting journey.”
MYMD-1 has been shown to be effective in regulating the immune
system from causing age-related diseases in preclinical studies.
MyMD believes that it is the first oral small molecule regulator of
tumor necrosis factor alpha (TNF-α) capable of crossing the
blood-brain barrier. Additionally, a recent study from the Eurofins
Discovery human phenotypic screening platform revealed the
potential of MYMD-1 to be developed as a therapy for fibrosis.
Looking forward, MyMD intends to also continue to develop its
second asset, Supera-CBD, a drug platform based on a
patent-protected, synthetic derivative of cannabidiol (CBD) that
seeks to target key cannabinoid receptors.
Pursuant to the Agreement and Plan of Merger and Reorganization,
dated as of November 11, 2020, by and among Akers, MYMD and XYZ
Merger Sub, Inc., a wholly owned subsidiary of Akers (“Merger
Sub”), as amended, Merger Sub will merge with and into MYMD (the
“Merger”), with MYMD surviving the Merger as a direct wholly owned
subsidiary of Akers. Upon consummation of the Merger, MYMD will
change its name to “MyMD Pharmaceuticals (Florida), Inc.” and Akers
will change its name to “MyMD Pharmaceuticals, Inc.” In connection
with the Merger, Akers will effect a 1-for-2 reverse stock split of
its common stock (the “Reverse Split”). Akers and MYMD expect the
name changes, the Reverse Stock Split, and the Merger to become
effective after-market hours on Friday, April 16, 2021. Effective
with the aforementioned changes, a total of approximately
37,282,169 shares of common stock will be outstanding, with the
CUSIP number changing to 62856X102.
Following the completion of the Merger, Akers will succeed to
the business of MYMD as its principal line of business.
About MyMD Pharmaceuticals, Inc.
MyMD is a clinical stage pharmaceutical company committed to
extending healthy lifespan by focusing on developing two
therapeutic platforms. MYMD-1 is a drug platform based on a
clinical stage small molecule that regulates the immunometabolic
system to control TNF-α and other pro-inflammatory cytokines.
MYMD-1 is being developed to treat autoimmune diseases, including
those currently treated with non-selective TNF-α blocking drugs,
and aging and longevity. SUPERA-CBD is a drug platform based on a
novel (patent pending) synthetic derivative of cannabidiol (CBD)
that targets numerous key receptors including CB2 and opioid
receptors and inhibits monoamine oxidase. SUPERA-CBD is being
developed to address the rapidly growing CBD market, that includes
FDA approved drugs and CBD products not currently regulated as a
drug. For more information, visit www.mymd.com.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No public offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Additional Information Will be Filed with the
SEC
In connection with the proposed transaction between Akers and
MyMD, Akers has filed with the SEC a registration statement on Form
S-4 that includes a proxy statement and prospectus of Akers. The
registration statement was declared effective by the SEC on March
23, 2021, and the proxy statement of Akers and prospectus was
mailed to the stockholders of Akers on or about March 23, 2021.
Akers may also file other relevant documents with the SEC regarding
the proposed transaction. AKERS URGES INVESTORS AND STOCKHOLDERS TO
READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT AKERS, THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and shareholders may obtain free copies of the
proxy statement, prospectus and other documents filed by Akers with
the SEC through the website maintained by the SEC at www.sec.gov.
In addition, investors and shareholders may obtain free copies of
the proxy statement, prospectus and other documents filed by Akers
with the SEC by contacting Investor Relations by mail at Akers
Biosciences, Inc., Attn: Investor Relations, 1185 Avenue of the
Americas, 3rd Floor, New York, New York USA 10036. Investors and
stockholders are urged to read the proxy statement, prospectus and
the other relevant materials before making any voting or investment
decision with respect to the proposed transaction.
Participants in the Solicitation
Akers and MyMD, and each of their respective directors and
executive officers and certain of their other members of management
and employees, may be deemed to be participants in the solicitation
of proxies in connection with the proposed transaction. Information
about Akers’ directors and executive officers is included in Akers’
Annual Report on Form 10-K for the year ended December 31, 2020,
filed with the SEC on March 1, 2021. Additional information
regarding these persons and their interests in the transaction are
included in the definitive proxy statement/prospectus referred to
above. These documents can be obtained free of charge from the
sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements contained in this communication regarding
matters that are not historical facts are forward-looking
statements within the meaning of Section 21E of the Securities and
Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, known as the PSLRA. These include
statements regarding management’s intentions, plans, beliefs,
expectations or forecasts for the future, and, therefore, you are
cautioned not to place undue reliance on them. No forward-looking
statement can be guaranteed, and actual results may differ
materially from those projected. Akers and MyMD undertake no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except to the extent required by law. We use words such as
“anticipates,” “believes,” “plans,” “expects,” “projects,”
“future,” “intends,” “may,” “will,” “should,” “could,” “estimates,”
“predicts,” “potential,” “continue,” “guidance,” and similar
expressions to identify these forward-looking statements that are
intended to be covered by the safe-harbor provisions of the PSLRA.
Such forward-looking statements are based on our expectations and
involve risks and uncertainties; consequently, actual results may
differ materially from those expressed or implied in the statements
due to a number of factors, including, but not limited to, risks
relating to the completion of the merger, including the
satisfaction of applicable closing conditions; the cash balances of
the combined company following the closing of the merger; the
ability of Akers to remain listed on the Nasdaq Capital Market in
connection with the merger; and expected merger-related cash
outlays, including the timing and amount of those outlays. Risks
and uncertainties related to MyMD that may cause actual results to
differ materially from those expressed or implied in any
forward-looking statement include, but are not limited to: the
timing of, and MyMD’s ability to, obtain and maintain regulatory
approvals for clinical trials of MyMD’s pharmaceutical candidates,
the timing and results of MyMD’s planned clinical trials for its
pharmaceutical candidates, the amount of funds MyMD requires for
its pharmaceutical candidates; increased levels of competition;
changes in political, economic or regulatory conditions generally
and in the markets in which MyMD operates; MyMD’s ability to retain
and attract senior management and other key employees; MyMD’s
ability to quickly and effectively respond to new technological
developments; MyMD’s ability to protect its trade secrets or other
proprietary rights, operate without infringing upon the proprietary
rights of others and prevent others from infringing on MyMD’s
proprietary rights; and the impact of the ongoing COVID-19 pandemic
on MyMD’s results of operations, business plan and the global
economy.
New factors emerge from time to time and it is not possible for
us to predict all such factors, nor can we assess the impact of
each such factor on the business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
These risks, as well as other risks associated with the
combination, are more fully discussed in the Akers registration
statement on Form S-4 (File No. 333-252181), as amended, initially
filed with the SEC on January 15, 2021. Additional risks and
uncertainties are identified and discussed in the “Risk Factors”
section of Akers’ Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and other documents filed from time to time with the SEC.
Forward-looking statements included in this release are based on
information available to Akers and MyMD as of the date of this
release. Neither Akers nor MyMD undertakes any obligation to update
such forward-looking statements to reflect events or circumstances
after the date of this release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210416005432/en/
Investor Contact: Brett Mass 646-536-7331
brett@haydenir.com www.haydenir.com
Media Contact: Will Johnson 201-465-8019
MYMD@antennagroup.com www.antennagroup.com
Akers Biosciences (NASDAQ:AKER)
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Akers Biosciences (NASDAQ:AKER)
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