UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on February 21, 2023, the Company entered into a definitive agreement (the “Securities Purchase Agreement”) with certain accredited investors to sell in a registered direct offering (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, convertible into shares of the Company’s common stock, no par value (the “Common Stock”), pursuant to the terms of the Securities Purchase Agreement, and (ii) warrants to acquire up to an aggregate of 6,651,885 shares of Common Stock, subject to adjustment.
The legal opinions of DLA Piper LLP (US) and Haynes and Boone, LLP, relating to the legality of the issuance and sale of the securities in the offering are attached as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 5.1 | Opinion of DLA Piper LLP (US) | |
| 5.2 | Opinion of Haynes and Boone, LLP | |
| 23.1 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) | |
| 23.2 | Consent of Haynes and Boone, LLP (included in Exhibit 5.2) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MYMD PHARMACEUTICALS, INC. | ||
| Date: February 23, 2023 | By: | /s/ Chris Chapman |
| Chris Chapman, M.D. | ||
| President | ||