MyMD Pharmaceuticals : Modification to Rights of Security Holders - Form 8-K

Item 3.03 Material Modification to Rights of Security Holders.

As previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2024 (the "May 2024 Form 8-K"), on May 20, 2024, MyMD Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement with certain accredited investors (the "Series G Investors"), pursuant to which it agreed to sell to the Series G Investors (i) an aggregate of 8,950 shares of the Company's newly-designated Series G Convertible Preferred Stock, with a par value of $0.001 per share and a stated value of $1,000 per share, initially convertible into up to 4,928,415 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $1.816 per share (the "Series G Preferred Stock"), (ii) short-term warrants to acquire up to an aggregate of 4,928,416 shares of Common Stock at an exercise price of $1.816 per share, and (iii) warrants to acquire up to an aggregate of 4,928,416 shares of Common Stock at an exercise price of $1.816 per share (collectively, the "Series G Private Placement").

In addition, as previously reported in the May 2024 Form 8-K, on May 20, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors (the "Series F-1 Investors"), pursuant to which it agreed to sell to the Series F-1 Investors (i) an aggregate of 5,050 shares of the Company's newly-designated Series F-1 Convertible Preferred Stock, with a par value of $0.001 per share and a stated value of $1,000 per share, initially convertible into up to 2,780,837 shares of Common Stock at a conversion price of $1.816 per share (the "Series F-1 Preferred Stock"), (ii) short-term warrants to acquire up to an aggregate of 1,183,921 shares of Common Stock at an exercise price of $1.816 per share, and (iii) warrants to acquire up to an aggregate of 1,183,921 shares of Common Stock at an exercise price of $1.816 per share (collectively, the "Series F-1 Private Placement," and collectively with the Series G Private Placement, each a "Private Placement" and collectively, the "Private Placements").

On May 21, 2024, the Company filed the Certificate of Designations of Series G Preferred Stock with the Secretary of State of the State of Delaware (the "Series G Certificate of Designations"), thereby creating the Series G Preferred Stock. The Series G Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing.

On May 21, 2024, the Company filed the Certificate of Designations of Series F-1 Preferred Stock with the Secretary of State of the State of Delaware (the "Series F-1 Certificate of Designations" and, together with the Series G Certificate of Designations, the "Certificates of Designations"), thereby creating the Series F-1 Preferred Stock. The Series F-1 Certificate of Designations became effective with the Secretary of State of the State of Delaware upon filing.

Certain terms of each Certificate of Designations are described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024.

The foregoing descriptions of the Series G Certificate of Designations and the Series F-1 Certificate of Designations do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.