Q/C Technologies, Inc 10-Q for FY2024 Q2

Q/C Technologies, Inc. (QCLS)

10-Q 2024-08-19 For: 2024-06-30

Added on April 08, 2026

About this 10-Q

Q/C Technologies, Inc filed this 10-Q on August 19, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $9.57M; compared with a net loss of $4.17M a year earlier
Diluted EPS: -$4.54; compared with -$3.22 a year earlier

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Delaware		22-2983783
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

855 N. Wolfe Street, Suite 623 Baltimore, MD		21205
(Address of principal executive offices)		(Zip Code)

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
Shares of Common Stock par value $0.001 per share		TNFA		The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61

Item 4.	Controls and Procedures	61

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	62

Item 1A.	Risk Factors	62

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62

Item 3.	Defaults Upon Senior Securities	62

Item 4.	Mine Safety Disclosures	62

Item 5.	Other Information	63

Item 6.	Exhibits	63

Signatures		63

	(unaudited)			(audited)
	As of
	June 30, 2024			December 31, 2023
ASSETS
Current Assets
Cash	$	536,026		$	2,681,010
Marketable Securities		12,530,326			2,242,106
Prepaid expenses		1,291,380			893,226

Total Current Assets		14,357,732			5,816,342

Non-Current Assets
Lease Right-of-Use		25,803			47,389
Goodwill		10,498,539			10,498,539
Investment in Oravax Medical		1,500,000			1,500,000

Total Non-Current Assets		12,024,342			12,045,928

Total Assets	$	26,382,074		$	17,862,270

LIABILITIES
Current Liabilities
Trade and Other Payables	$	4,616,513		$	3,716,218
Deferred Compensation Payable		331,992			-
Due to MyMD FL Shareholders		29,982			29,982
Lease Liability		25,803			48,870
Dividends Payable		778,491			265,019
Derivative Liability		-			61,000
Warrant Liability		-			867,000

Total Current Liabilities		5,782,781			4,988,089

Non-Current Liabilities
Deferred Compensation Payable, net of current		-			100,538
Derivative Liability, net of current		926,000
Warrant Liability, net of current		19,291,000			-

Total Non-Current Liabilities		20,217,000			100,538

Total Liabilities		25,999,781			5,088,627

Commitments and Contingencies		-			-

Mezzanine Equity
Series F Convertible Preferred Stock, 15,000 shares designated, par value $0.001 and a stated value of $1,000 per share, 4,675 and 6,633 shares issued and outstanding as of June 30, 2024 and December 31, 2023. Liquidation preference of $4,675,000 plus dividends at 10% per annum of $626,553 as of June 30, 2024		4,576,553			6,500,278
Series F Convertible Preferred Stock – Discount		(3,310,483	)		(4,702,023	)
Series F Convertible Preferred Stock – Derivative		(981,582	)		(1,394,184	)
Series F-1 Convertible Preferred Stock, 5,050 shares designated, par value $0.001 and a stated value of $1,000 per share, 5,050 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023. Liquidation preference of $5,050,000 plus dividends at 10% per annum of $54,813 as of June 30, 2024		5,050,000			-
Series F-1 Convertible Preferred Stock – Discount		(5,050,000	)		-
Series G Convertible Preferred Stock, 12,826,273 shares designated, par value $0.001 and a stated value of $1,000 per share, 8,950 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023. Liquidation preference of $8,950,000 plus dividends at 10% per annum of $97,145 as of June 30, 2024		8,950,000			-
Preferred Stock, value		8,950,000			-
Series G Convertible Preferred Stock – Discount		(8,950,000	)		-
Series Convertible Preferred Stock - Discount		(8,950,000	)		-

Total Mezzanine Equity		284,488			404,071

STOCKHOLDERS’ EQUITY
Preferred Stock, par value $0.001, 50,000,000 total preferred shares authorized
Series D Convertible Preferred Stock, 211,353 shares designated, $0.001 par value and a stated value of $0.01 per share, 72,992 shares issued and outstanding as of June 30, 2024 and December 31, 2023		144,524			144,524
Preferred stock, value		144,524			144,524
Common Stock, par value $0.001, 250,000,000 shares authorized, 2,370,423 and 2,018,857 shares issued and outstanding as of June 30, 2024 and December 31, 2023		2,370			2,019
Additional Paid in Capital		123,272,874			114,200,096
Accumulated Deficit		(123,321,963	)		(101,977,067	)

Total Stockholders’ Equity		97,805			12,369,572

Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	$	26,382,074		$	17,862,270

	2024			2023			2024			2023
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Product Revenue	$	-		$	-		$	-		$	-
Product Cost of Sales		-			-			-			-
Gross Income		-			-			-			-

Administrative Expenses		1,020,312			1,879,917			2,088,632			2,867,904
Research and Development Expenses		401,104			2,224,444			1,600,042			2,994,874
Stock Based Compensation Expenses		439,627			1,677,271			956,992			1,746,339
Series F Warrant Issuance Expenses		-			-			-			762,834
Series F-1 Warrant Issuance Expenses		539,097			-			539,097			-
Series G Warrant Issuance Expenses		969,505			-			969,505			-

Loss from Operations		(3,369,645	)		(5,781,632	)		(6,154,268	)		(8,371,951	)

Other (Income)/Expenses
Interest and Dividend Income		(21,148	)		(174,851	)		(39,454	)		(200,675	)
(Gain)/Loss on Sale of Marketable Securities		75			389			(100	)		214
Change in fair value of Marketable Securities		76			983			975			2,695
Change in fair value of Derivatives Liabilities		72,000			1,490,200			11,000			315,200
Change in fair value of Warrant Liabilities		(2,701,000	)		(2,930,700	)		4,393,000			(2,810,000	)
Loss on issuance of Series F-1 Convertible Preferred Stock		3,737,000			-			3,737,000			-
Loss on issuance of Series G Convertible Preferred Stock		5,109,000			-			5,109,000			-

Total Other (Income)/Expense		6,196,003			(1,613,979	)		13,211,421			(2,692,566	)

Loss Before Income Tax		(9,565,648	)		(4,167,653	)		(19,365,689	)		(5,679,385	)

Income Tax Benefit		-			-			-			-

Net Loss		(9,565,648	)		(4,167,653	)		(19,365,689	)		(5,679,385	)

Preferred Stock Dividends		777,340			373,796			1,979,207			532,129

Net Loss Attributable to Common Stockholders	$	(10,342,988	)	$	(4,541,449	)	$	(21,344,896	)	$	(6,211,514	)


Basic and Diluted loss per common share	$	(4.54	)	$	(3.22	)	$	(9.58	)	$	(4,43	)

Weighted average basic and diluted common stock outstanding		2,275,699			1,411,029			2,228,218			1,401,672

	Shares			F			Shares		F		Shares		F		Shares		D		Shares		$0.001		In Capital			Deficit			Equity
	Series F						Series F-1				Series G				Series D				Common Stock
	Convertible Preferred Stock						Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock						Common Stock Par		Additional
				Series					Series				Series				Series				Value		Paid			Accumulated			Total
	Shares			F			Shares		F-1		Shares		G		Shares		D		Shares		$0.001		In Capital			Deficit			Equity
Balance at December 31, 2023		6,633		$	404,071			-	$	-		-	$	-		72,992	$	144,524		2,018,857	$	2,019	$	114,200,096		$	(101,977,067	)	$	12,369,572
Net loss		-			-			-		-		-		-		-		-		-		-		-			(9,800,041	)		(9,800,041	)
Issuance of common stock for vested restricted stock units		-			-			-		-		-		-		-		-		908		1		(1	)		-			-
Redemption of 383 shares of Series F Convertible Preferred Stock, January 1, 2024 installment of $1,429,871 paid with cash and common stock		(383	)		(23,699	)		-		-		-		-		-		-		-		-		-			-			-
Redemption of shares of Series F Convertible Preferred Stock,with cash and common stock		(383	)		(23,699	)		-		-		-		-		-		-		-		-		-			-			-
Accelerated Conversion of 438 shares of Series F Convertible Preferred Stock		(438	)		(26,300	)		-		-		-		-		-		-		131,200		131		88,357			-			88,488
Redemption of 812 shares of Series F Convertible Preferred Stock, February 1, 2024 installment of $1,429,871 paid with cash and common stock		(812	)		(49,773	)		-		-		-		-		-		-		-		-		-			-			-
Redemption of shares of Series F Convertible Preferred Stock,with cash and common stock		(812	)		(49,773	)		-		-		-		-		-		-		-		-		-			-			-
Accelerated Conversion of 12 shares of Series F Convertible Preferred Stock		(12	)		(914	)		-		-		-		-		-		-		6,667		7		3,068			-			3,075
Accelerated Conversion of shares of Series F Convertible Preferred Stock		(12	)		(914	)		-		-		-		-		-		-		6,667		7		3,068			-			3,075
Series F Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-		-		-		-			(1,201,867	)		(1,201,867	)
Reclass of warrant liability upon warrant modification		-			-			-		-		-		-		-		-		-		-		7,961,000						7,961,000
Stock based compensation - stock options		-			-			-		-		-		-		-		-		-		-		517,365			-			517,365

Balance at March 31, 2024		4,988		$	303,385			-	$	-		-	$	-		72,992	$	144,524		2,157,632	$	2,158	$	122,769,885		$	(112,978,975	)	$	9,937,592
Net loss		-			-			-		-		-		-		-		-		-		-		-			(9,565,648	)		(9,565,648	)
Issuance of 5,050 shares of Series F-1 Convertible Preferred Stock, net of discount and offering costs of $35,252		-			-			5,050		-		-		-		-		-		-		-		-			-			-
Issuance of 8,950 shares of Series G Convertible Preferred Stock, net of discount and offering costs of $48,559		-			-			-		-		8,950		-		-		-		-		-		-			-			-
Issuance of shares of Series G Convertible Preferred Stock, net of discount and offering costs		-			-			-		-		8,950		-		-		-		-		-		-			-			-
Accelerated Conversion of 225 shares of Series F Convertible Preferred Stock		(225	)		(13,578	)		-		-		-		-		-		-		150,000		150		45,530			-			45,680
Accelerated Conversion of shares of Series F Convertible Preferred Stock		(225	)		(13,578	)		-		-		-		-		-		-		150,000		150		45,530			-			45,680
Accelerated Conversion of 88 shares of Series F Convertible Preferred Stock		(88	)		(5,319	)		-		-		-		-		-		-		62,791		62		17,832			-			17,894
Accelerated Conversion of shares of Series F Convertible Preferred Stock Two		(88	)		(5,319	)		-		-		-		-		-		-		62,791		62		17,832			-			17,894
Series F Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-		-		-		-			(777,340	)		(777,340	)
Stock based compensation - stock options		-			-			-		-		-		-		-		-		-		-		439,627			-			439,627

Balance at June 30, 2024		4,675		$	284,488			5,050	$	-		8,950	$	-		72,992	$	144,524		2,370,423	$	2,370	$	123,272,874		$	(123,321,963	)	$	97,805

	Level 1	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access.

	Level 2	Inputs to the valuation methodology include:

	●	quoted prices for similar assets or liabilities in active markets;
	●	quoted prices for identical or similar assets or liabilities in inactive markets;
	●	inputs other than quoted prices that are observable for the asset or liability;
	●	inputs that are derived principally from or corroborated by observable market data by correlation or other means

		If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

	Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Marketable securities at June 30, 2024	$	12,530,326	$	-	$	-

Marketable securities at December 31, 2023	$	2,242,106	$	-	$	-

Description	Level		June 30,2024
Liabilities:
Warrant liabilities (Note 1)		3	$	19,291,000
Derivative liabilities (Note 1)		3	$	926,000

Balance on December 31, 2023	$	867,000
Issuance of warrants reported at fair value		21,992,000
Change in fair value of warrant liabilities		4,393,000
Reclassification of warrant liability to equity upon warrant modification		(7,961,000	)
Balance on June 30, 2024	$	19,291,000

Balance on December 31, 2023	$	61,000
Issuance of convertible preferred stock with derivative liabilities		854,000
Change in fair value of derivative liabilities		11,000
Balance on June 30, 2024	$	926,000

	a)	Representation on the Board of Directors
	b)	Participation in policy-making processes
	c)	Material intra-entity transactions
	d)	Interchange of management personnel
	e)	Technological dependencies
	f)	Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small.

		Useful Life
		(in years)
Plant and equipment		5-12
Furniture and fixtures		5-10
Computer equipment & software		3-5
Leasehold Improvements		Shorter of the remaining lease or estimated useful life

Balance Sheet Location	Lease		Lease		Lease		Total		Lease		Lease		Total
	As of June 30, 2024								As of December 31, 2023
	Platt Street		2021 Baltimore		2024 Baltimore				Platt Street		2021 Baltimore
Balance Sheet Location	Lease		Lease		Lease		Total		Lease		Lease		Total
Operating Lease
Lease Right of Use	$	-	$	-	$	25,803	$	25,803	$	-	$	47,389	$	47,389
Lease Payable, current		-		-		25,803		25,803		-		48,870		48,870
Lease Payable - net of current		-		-		-		-		-		-		-

	Platt Street			2021 Baltimore			2024 Baltimore
Other Information	Lease			Lease			Lease			Total
Operating Leases
Operating cash used	$	-		$	18,672		$	-		$	18,672
Average remaining lease term		-			-			10			10
Average discount rate		10.0	%		10.0	%		10.0	%		10.0	%

	Platt Street		2021 Baltimore		2024 Baltimore
	Lease		Lease		Lease		Total
For Years Ending December 31,
2024		-		-		16,200	$	16,200
2025		-		-		10,800		10,800
Total future minimum lease payments, undiscounted	$	-	$	-	$	27,000	$	27,000
Less: Imputed interest		-		-		1,197		1,197
Present value of future minimum lease payments	$	-	$	-	$	25,803	$	25,803

	1)	Identify the contract with the customer
	2)	Identify the performance obligations in the contract
	3)	Determine the transaction price
	4)	Allocate the transaction price to the performance obligations in the contract
	5)	Recognize revenue when the company satisfies a performance obligation

	2024		2023
	As of June 30,
	2024		2023
Stock Options		85,226		37,167
Unvested Restricted Stock Units		46,668		93,169
Warrants to purchase Common Stock		23,895,139		4,934,065
Series C Convertible Preferred Warrants		918		918
Series D Convertible Preferred Stock		1,217		1,217
Series F Convertible Preferred Stock		2,574,339		3,930,818
Series F-1 Convertible Preferred Stock		2,780,837		-
Series G Convertible Preferred Stock		4,928,414		-
Total potentially dilutive shares		34,314,758		8,997,354

	June 30, 2024		December 31, 2023

Accounts Payable – Trade	$	4,092,152	$	3,079,080
Accrued Expenses		524,361		637,138
Trade and other payables, Total	$	4,616,513	$	3,716,218

								Weighted
								Average
				Weighted		Weighted		Remaining
				Average		Average		Contractual		Aggregate
	Number of			Exercise		Grant Date		Term		Intrinsic
	Shares			Price		Fair Value		(years)		Value
Balance at December 31, 2023		139,840		$	46.09	$	42.34		8.17	$	-
Granted		-			-		-		-		-
Exercised		-			-		-		-		-
Forfeited		(36,668	)		26.62		26.28		9.17		-
Canceled/Expired		-			-		-		-		-
Balance at June 30, 2024		103,172		$	53.01	$	48.40		7.14	$	-
Exercisable as of June 30, 2024		85,226		$	52.84	$	47.95		6.84	$	-

	●	One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period.

	●	One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period.

	●	The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period.

	●	In the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause or due to the participant’s death or total and permanent disability, then all unvested units shall become vested units immediately upon the occurrence of such event.

	As Reported						As Adjusted
	June 30, 2024			Adjustments			June 30, 2024
ASSETS
Current Assets
Cash	$	536,026		$	-		$	536,026
Marketable Securities		12,530,326			-			12,530,326
Prepaid expenses		1,291,380			-			1,291,380

Total Current Assets		14,357,732			-			14,357,732

Non-Current Assets
Lease Right-of-Use		25,803			-			25,803
Goodwill		10,498,539			-			10,498,539
Investment in Oravax Medical		1,500,000			-			1,500,000

Total Non-Current Assets		12,024,342			-			12,024,342

Total Assets	$	26,382,074		$	-		$	26,382,074

LIABILITIES
Current Liabilities
Trade and Other Payables	$	4,616,513		$	-		$	4,616,513
Deferred Compensation Payable		331,992			-			331,992
Due to MyMD FL Shareholders		29,982			-			29,982
Lease Liability		25,803			-			25,803
Dividends Payable		778,491			-			778,491
Derivative Liability		-			-			-
Warrant Liability		-			-			-

Total Current Liabilities		5,782,781			-			5,782,781

Non-Current Liabilities
Deferred Compensation Payable, net of current		-			-			-
Derivative Liability, net of current		926,000			-			926,000
Warrant Liability, net of current		19,291,000			(19,291,000	)		-

Total Non-Current Liabilities		20,217,000			(19,291,000	)		926,000

Total Liabilities		25,999,781			(19,291,000	)		6,708,781

Commitments and Contingencies		-			-			-

Mezzanine Equity
Series F Convertible Preferred Stock, 15,000 shares designated, par value $0.001 per share and a stated value of $1,000 per share, 4,675 and 6,633 shares issued and outstanding as of June 30, 2024 and December 31, 2023. Liquidation preference of $4,675,000 plus dividends at 10% per annum of $626,553 as of June 30, 2024		4,576,553			-			4,576,553
Series F Convertible Preferred Stock – Discount		(3,310,483	)		-			(3,310,483	)
Series F Convertible Preferred Stock – Derivative		(981,582	)		-			(981,582	)
Series F-1 Convertible Preferred Stock, 5,050 shares designated, par value $0.001 per share and a stated value of $1,000 per share, 5,050 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023. Liquidation preference of $5,050,000 plus dividends at 10% per annum of $54,813 as of June 30, 2024		5,050,000			-			5,050,000
Series F-1 Convertible Preferred Stock - Discount		(5,050,000	)		-			(5,050,000	)
Series F-1 Convertible Preferred Stock - Derivative		-			-			-
Temporay Preferred stock Derivative, value
Series G Convertible Preferred Stock, 12,826,273 shares designated, par value $0.001 per share and a stated value of $1,000 per share, 8,950 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023. Liquidation preference of $8,950,000 plus dividends at 10% per annum of $97,145 as of June 30, 2024		8,950,000			-			8,950,000
Redeemable Preferred Stock, value		8,950,000			-			8,950,000
Series G Convertible Preferred Stock - Discount		(8,950,000	)		-			(8,950,000	)
Temporary Preferred Stock Discount, value		(8,950,000	)		-			(8,950,000	)

Total Mezzanine Equity		284,488			-			284,488

STOCKHOLDERS’ EQUITY
Preferred Stock, par value $0.001 per share, 50,000,000 total preferred shares authorized
Series D Convertible Preferred Stock, 211,353 shares designated, par value $0.001 per share and a stated value of $0.01 per share, 72,992 and 72,992 shares issued and outstanding as of June 30, 2024 and December 31, 2023		144,524			-			144,524
Preferred stock, value		144,524			-			144,524
Common Stock, par value $0.001, 250,000,000 shares authorized 2,370,423 and 2,018,857 shares issued and outstanding as of June 30, 2024 and December 31, 2023		2,370			-			2,370
Additional Paid in Capital		123,272,874			19,291,000			142,563,874
Accumulated Deficit		(123,321,963	)		-			(123,321,963	)

Total Stockholders’ Equity		97,805			19,291,000			19,405,805

Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	$	26,382,074		$	-		$	26,382,074

	●	fluctuation and volatility in market price of our Common Stock due to market and industry factors, as well as general economic, political and market conditions;

	●	the impact of dilution on our shareholders;

	●	our ability to realize the intended benefits of the Merger (as defined below) and the Contribution Agreement (as defined below);

	●	the impact of our ability to realize the anticipated tax impact of the Merger;

	●	the outcome of litigation or other proceedings we may become subject to in the future;

	●	delisting of our Common Stock from the Nasdaq;

	●	our availability and ability to continue to obtain sufficient funding to conduct planned research and development efforts and realize potential profits;

	●	our ability to develop and commercialize our product candidates, including MYMD-1, Supera-CBD and other future product candidates;

	●	the impact of the complexity of the regulatory landscape on our ability to seek and obtain regulatory approval for our product candidates, both within and outside of the U.S.;

	●	the required investment of substantial time, resources and effort for successful clinical development and marketization of our product candidates;

	●	challenges we may face with maintaining regulatory approval, if achieved;

	●	the potential impact of changes in the legal and regulatory landscape, both within and outside of the U.S.;

	●	the impact of pandemics, such as COVID-19, on the administration, funding and policies of regulatory authorities, both within and outside of the U.S.;

	●	our dependence on third parties to conduct pre-clinical and clinical trials and manufacture its product candidates;

	●	the impact of pandemics, like COVID-19, on our results of operations, business plan and the global economy;

	●	challenges we may face with respect to our product candidates achieving market acceptance by providers, patients, patient advocacy groups, third party payors and the general medical community;

	●	the impact of pricing, insurance coverage and reimbursement status of our product candidates;

	●	emerging competition and rapidly advancing technology in our industry;

	●	our ability to obtain, maintain and protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on its proprietary rights;

	●	our ability to maintain adequate cyber security and information systems;

	●	our ability to achieve the expected benefits and costs of the transactions related to the acquisition of Supera Pharmaceuticals, Inc. (“Supera”);

	●	our ability to effectively execute and deliver our plans related to commercialization, marketing and manufacturing capabilities and strategy;

	●	our ability to obtain adequate financing in the future on reasonable terms, as and when we need it;

	●	challenges we may face in identifying, acquiring and operating new business opportunities;

	●	our ability to retain and attract senior management and other key employees;

	●	our ability to quickly and effectively respond to new technological developments;

	●	changes in political, economic or regulatory conditions generally and in the markets in which we operate; and

	●	our compliance with all laws, rules, and regulations applicable to our business.

	●	MYMD-1 is a clinical stage small molecule that is being developed to treat age-related illnesses such as frailty and sarcopenia. MYMD-1 works by regulating the release of numerous pro-inflammatory cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”). MYMD-1 currently is being evaluated in patients with sarcopenia (age-related muscle loss). By regulating the immunometabolic system, MYMD-1 can also treat autoimmune disease, including (but not limited to) multiple sclerosis, diabetes, rheumatoid arthritis, and inflammatory bowel disease. The Company has significant intellectual property coverage to protect these autoimmune indications, as well as therapy as an anti-aging product;

	●	The Company is advancing MYMD-1 in sarcopenia based on positive clinical data from its Phase II trial and previous research findings. This previous clinical trial supported the safety profile, including no serious adverse events and no patient dropouts due to an adverse event. Serum analysis confirmed the mechanism of action in patients with sarcopenia aged 65-75 years old. These data support the protocol in development to assess clinical outcomes in patients with sarcopenia;

	●	In preparation for future studies, the Company and partner Charles River Laboratories completed the dosing in an FDA-required 90-day oral gavage electroencephalogram (EEG) safety study in an animal model. This 90-day dog study was designed to complement the GLP chronic toxicology studies that have been completed and reported to FDA. This complete toxicology package will inform the duration and dosing of future clinical studies;

	●	An Annual Report is in preparation for submission to FDA;

	●	Supera-CBD is a synthetic analog of cannabidiol (“CBD”) being developed to treat various conditions, including, but not limited to, epilepsy, pain, and anxiety/depression, through its effects on the CB2 receptor, and a monoamine oxidase enzyme (“MAO”) type B. Supera-CBD has shown promise in treating neuroinflammatory and neurodegenerative diseases, and may benefit from the recent re-classification of cannabis-derived products by FDA;

	●	In a pre-clinical evaluation of Supera-CBD for pain (Johns Hopkins University School of Medicine - Division of Behavioral Biology), Supera-CBD decreased pain, indicating beneficial effects on inflammatory-induced thermal pain sensitivity at all doses tested;

	●	The Company is currently preparing several scientific papers for publication in 2024, including an abstract for submission in the fourth quarter 2024 related to the Phase 2 study of MYMD-1 in sarcopenia/frailty to a peer-reviewed publication;

	●	The Company’s new management is seeking appropriate speaking opportunities to present the Company;
	●	The Company is exploring non-dilutive opportunities to evaluate MYMD-1 in additional indications not previously considered.

	●	advance the development of our MYMD-1 and Supera-CBD;

	●	initiate and continue research and preclinical and clinical development of potential new product candidates;

	●	maintain, expand and protect our intellectual property as it pertains to MYMD-1 and Supera-CBD;

	●	expand our infrastructure and facilities to accommodate ongoing development activities;

	●	establish agreements with contract research organizations, or CROs, and third-party contract manufacturing organizations, or CMOs, in connection with our Supera-CBD preclinical studies, MYMD-1 ongoing and planned clinical trials, Supera-CBD clinical trials and the development of our manufacturing capabilities for MYMD-1 and Supera-CBD;

	●	develop the large-scale manufacturing processes and capabilities for the commercialization of our MYMD-1 and Supera-CBD drug products;

	●	seek marketing approvals for our MYMD-1 and Supera-CBD product candidates that successfully complete clinical trials and

	●	establish a sales, marketing and distribution infrastructure to commercialize MYMD-1 and Supera-CBD should we obtain marketing approval.

	●	Salaries, wages and benefits of the research and development staff;

	●	Contractual agreements with third parties including contract research organizations, preclinical activities and clinical trials;

	●	Outside consultants including fees and expenses;

	●	Laboratory supplies and equipment;

	●	Regulatory compliance; and

	●	Patent application and maintenance costs to protect our intellectual property.

	●	Size and scope of pre-clinical trials;

	●	The phases of clinical development and the stage of our product candidates in the cycle;

	●	Per subject trial costs;

	●	The number of sites required for the trials and the availability of appropriate sites to perform the trials;

	●	The time that is required to enroll the appropriate number of trial participants; and

	●	The time required to achieve the approval of regulatory agencies.

	For the Three Months Ended June 30,
Description	2024			2023
Operating Expenses
General and Administrative	$	1,020,312		$	1,879,917
Research and Development		401,104			2,224,444
Stock-Based Compensation		439,627			1,677,271
Series F Warrant Issuance Expenses		-			-
Series F-1 Warrant Issuance Expenses		539,097			-
Series G Warrant Issuance Expenses		969,505			-
Total Operating Expenses		3,369,645			5,781,632
Loss from Operations		(3,369,645	)		(5,781,632	)
Other Income (Expense), net		(6,196,003	)		1,613,979
Net Loss	$	(9,565,648	)	$	(4,167,653	)

	●	For the Series F-1 Short-Term Warrants, we recorded a gain of $624,000, The fair value of the Series F-1 Short-Term warrants of approximately $2,682,000 was estimated at June 30, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 1.40 years; equity volatility of 115.0%; and a risk-free interest rate of 4.94%.

	●	For the Series F-1 Long-Term Warrants, we recorded a gain of $350,000, The fair value of the Series F-1 Long-Term warrants of approximately $4,277,000 was estimated at June 30, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 4.90 years; equity volatility of 120.0%; and a risk-free interest rate of 4.34%.

	●	For the Series G Short-Term Warrants, we recorded a gain of $1,107,000, The fair value of the Series F-1 Short-Term warrants of approximately $4,752,000 was estimated at June 30, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 1.40 years; equity volatility of 115.0%; and a risk-free interest rate of 4.94%.

	●	For the Series G Long-Term Warrants, we recorded a gain of $620,000, The fair value of the Series F-1 Long-Term warrants of approximately $7,580,000 was estimated at June 30, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 4.90 years; equity volatility of 120.0%; and a risk-free interest rate of 4.34%.

	For the Six Months Ended June 30,
Description	2024			2023
Operating Expenses
General and Administrative	$	2,088,632		$	2,867,904
Research and Development		1,600,042			2,994,874
Stock-Based Compensation		956,992			1,746,339
Series F Warrant Issuance Expenses		-			762,834
Series F-1 Warrant Issuance Expenses		539,097			-
Warrant Issuance Expenses		969,505			-
Total Operating Expenses		6,154,268			8,371,951
Loss from Operations		(6,154,268	)		(8,371,951	)
Other Income (Expense), net		(13,211,421	)		2,692,566
Net Loss	$	(19,365,689	)	$	(5,679,385	)