| Schedule of Excess Cash Contribution of Anticipated Adjustment |
The following table provides details
of the adjustment:
| Excess Parent Cash Calculation |
|
|
|
|
| Parent Cash, Cash Equivalents and Marketable Securities as of December 31, 2020 |
|
$ |
35,336,407 |
|
| Less |
|
|
|
|
| Net change year-to-date |
|
|
(4,279,566 |
) |
| Liabilities, less non-cash items |
|
|
(495,306 |
) |
| Estimated operating and other expenses |
|
|
(1,000,000 |
) |
| Available funds under the Bridge Loan |
|
|
- |
|
| Contribution and Assignment Agreement |
|
|
(1,500,000 |
) |
| Starwood Line-of-Credit Retirement |
|
|
(3,192,119 |
) |
| Parent Net Cash, Cash Equivalents and Marketable Securities as of April 16, 2021 |
|
$ |
24,869,416 |
|
| Minimum Parent Net Cash, per Merger Agreement |
|
$ |
25,000,000 |
|
| Less |
|
|
|
|
| Bridge Loan, actual |
|
|
(3,000,000 |
) |
| Available funds under the Bridge Loan |
|
|
- |
|
| Starwood Line-of-Credit Retirement |
|
|
(3,192,119 |
) |
| Adjusted Minimum Parent Net Cash, per Merger Agreement |
|
$ |
18,807,881 |
|
| Excess Parent Net Cash Contribution |
|
$ |
6,061,535 |
|
| Excess Cash Factor Calculation |
|
|
|
|
| Excess Parent Net Cash |
|
$ |
6,061,535 |
|
| Divided by Valuation Peg |
|
|
206,000,000 |
|
| Excess Cash Factor |
|
|
2.95 |
% |
| |
|
|
|
|
| Merger Share Calculation, per Merger Agreement |
|
|
|
|
| Adjusted outstanding shares of the Company’s common stock as of April 16, 2021 |
|
|
9,752,195 |
|
| Divided by 20% plus the Excess Cash Factor |
|
|
22.95 |
% |
| Merger Shares of common stock of the combined company |
|
|
42,493,817 |
|
| Multiplied by 80% less the Excess Cash Factor |
|
|
77.05 |
% |
| Estimated shares of the Company’s common stock issued to MyMD upon closing of the Merger |
|
|
32,741,622 |
|
|