CUSIP No. 62856X102
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Page 1 of 7 Pages
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CUSIP No. 62856X102
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Page 2 of 7 Pages
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1
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NAME OF REPORTING PERSON
Samuel Duffey, Individually
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
968,841 (1)
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8
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SHARED VOTING POWER
1,272,971
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9
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SOLE DISPOSITIVE POWER
968,841 (1)
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10
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SHARED DISPOSITIVE POWER
1,272,971
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,241,812 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.86% (2)
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14
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TYPE OF REPORTING PERSON
IN
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(1) |
Includes up to 192,950 shares that may be acquired pursuant to options held by Samuel Duffey, individually.
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(2) |
Based on 38,058,245 shares of Common Stock outstanding and 192,950 options held by Samuel Duffey, individually.
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CUSIP No. 62856X102
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Page 3 of 7 Pages
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Item 2. |
Identity and Background
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(a) |
This Schedule 13D is being filed by Samuel Duffey (the “Reporting Person”).
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(b) |
The residence of the Reporting Person is located at 8771 Grey Oaks Ave., Sarasota, Florida 34238.
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(c) |
The principal business of the Reporting Person is not applicable as the Reporting Person is retired.
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(d)-(e) |
During the last five years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has
not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
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(f) |
The Reporting Person is a citizen of the United States.
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Item 3. |
Source and Amount of Funds or Other Consideration
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CUSIP No. 62856X102
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Page 4 of 7 Pages
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Item 4. |
Purpose of Transaction
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CUSIP No. 62856X102
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Page 5 of 7 Pages
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Item 5. |
Interest in Securities of the Company
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(a)-(b) |
As of the date of this Schedule 13D, the Reporting Person beneficially owns 2,241,812 shares of Company Common Stock, which represents 5.86% of the Company Common Stock
as of the date hereof. The Reporting Person has sole voting and dispositive power over 968,841 shares of Company Common Stock, which includes (i) 775,891 shares of Company Common Stock and (ii) 192,950 shares of Company Common Stock that may
be acquired by the Reporting Person pursuant to options. The Reporting Person has shared voting and dispositive power with respect to 1,272,971 shares of Company Common Stock that are held by the Trust as its sole trustee.
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(c) |
Except as described in this Schedule 13D, there have been no transactions in the shares of Company Common Stock effected by the Reporting Person during the last 60
days.
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(d) |
To the best knowledge of the Reporting Person, the Reporting Person does not have or knows any other person who has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, and Company Common Stock beneficially owned by the Reporting Person.
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(e) |
Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
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Item 7. |
Material to be Filed as Exhibits
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Exhibit No.
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Description
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1
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Agreement and Plan of Merger and Reorganization, dated November 11, 2020, by and among MyMD Pharmaceuticals, Inc., XYZ Merger Sub Inc., and MyMD
Pharmaceuticals (Florida), Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Report on Form 8-K dated November 11, 2020 filed with the Securities and Exchange Commission on November 12, 2020)
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CUSIP No. 62856X102
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Page 6 of 7 Pages
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SAMUEL DUFFEY
By: /s/ Samuel Duffey
Samuel Duffey
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