Filed
by Akers Biosciences, Inc.
Pursuant
to Rule 425 of the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
of
the Securities Exchange Act of 1934
Subject
Company: MyMD Pharmaceuticals, Inc.
Commission
File No.: 001-36268
Akers
Biosciences Announces Shareholder Meeting to Vote on Business Combination with MyMD Pharmaceuticals
BALTIMORE
& THOROFARE, N.J.– March 22, 2021– Akers Biosciences, Inc (Nasdaq: AKER), today announced that it has scheduled
its general meeting of shareholders (the “Meeting”) to vote on the proposed business combination with MyMD Pharmaceuticals
(“MyMD”). The meeting will be held on April 15, 2021 at 10:00 a.m., Eastern Time, and will be “virtual,”
meaning that you can participate in the meeting online at www.virtualshareholdermeeting.com/AKER2021SM.
In
connection with the Meeting, Akers’ board of directors has fixed the close of business on March 15, 2021 as the record date
for the special meeting.
“We
believe the strategic combination of Akers with MyMD has the potential to accelerate the commercialization of MyMD’s drug
development platform, which has been built over the past seven years,” said Chris Schreiber, Chief Executive Officer of
Akers Biosciences, “MYMD-1 is targeting the underlying causes of chronic autoimmune diseases as well as aging itself, and
SUPERA-1R–a patent-protected synthetic derivative of cannabidiol (CBD)–targeting numerous key cannabinoid receptors
to address pain, anxiety, sleep disorders, and seizures. We look forward to closing the proposed business combination as soon
as possible following the Meeting and will update shareholders at that time.”
About
MyMD Pharmaceuticals, Inc.
MyMD
is a clinical-stage pharmaceutical company committed to extending healthy lifespan by focusing on developing two therapeutic platforms.
MYMD-1 is a drug platform based on a clinical-stage small molecule that regulates the immunometabolic system to control TNF-α
and other pro-inflammatory cytokines. MYMD-1 is being developed to treat autoimmune diseases, including those currently treated
with non-selective TNF-α blocking drugs, and aging and longevity. SUPERA-1R is a drug platform based on a novel (patent
pending) synthetic derivative of cannabidiol (CBD) that targets numerous key receptors including CB2 and opioid receptors and
inhibits monoamine oxidase. SUPERA-1R is being developed to address the rapidly growing CBD market, that includes FDA approved
drugs and CBD products not currently regulated as a drug. For more information, visit www.mymd.com.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No public offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important
Additional Information Will be Filed with the SEC
In
connection with the proposed transaction between Akers and MyMD, Akers has filed with the SEC a registration statement on Form
S-4 that includes a preliminary joint proxy statement of Akers and MyMD that also constitutes a prospectus of Akers and the definitive
joint proxy statement statement/prospectus will be mailed to shareholders of Akers and MyMD. Akers and MyMD also plan to file
other relevant documents with the SEC regarding the proposed transaction. AKERS URGES INVESTORS AND STOCKHOLDERS TO READ THESE
MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AKERS,
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the proxy statement,
prospectus and other documents filed by Akers with the SEC (when they become available) through the website maintained by the
SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement, prospectus
and other documents filed by Akers with the SEC by contacting Investor Relations by mail at Akers Biosciences, Inc., Attn: Investor
Relations, 1185 Avenue of the Americas, 3rd Floor, New York, New York USA 10036. Investors and stockholders are urged to read
the proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment
decision with respect to the proposed transaction.
Participants
in the Solicitation
Akers
and MyMD, and each of their respective directors and executive officers and certain of their other members of management and employees,
may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about
Akers’ directors and executive officers is included in Akers’ Annual Report on Form 10-K for the year ended December
31, 2020, filed with the SEC on March 1, 2021,. Additional information regarding these persons and their interests in the transaction
will be included in the proxy statement relating to the transaction when it is filed with the SEC. These documents can be obtained
free of charge from the sources indicated above.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements contained in this communication regarding matters that are not historical facts are forward-looking statements within
the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform
Act of 1995, known as the PSLRA. These include statements regarding management’s intentions, plans, beliefs, expectations
or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement
can be guaranteed, and actual results may differ materially from those projected. Akers and MyMD undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent
required by law. We use words such as “anticipates,” “believes,” “plans,” “expects,”
“projects,” “future,” “intends,” “may,” “will,” “should,”
“could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,”
and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions
of the PSLRA. Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently,
actual results may differ materially from those expressed or implied in the statements due to a number of factors, including,
but not limited to, risks relating to the completion of the merger, including the need for stockholder approval and the satisfaction
of closing conditions; the cash balances of the combined company following the closing of the merger; the ability of Akers to
remain listed on the Nasdaq Capital Market in connection with the merger; and expected merger-related cash outlays, including
the timing and amount of those outlays. Risks and uncertainties related to MyMD that may cause actual results to differ materially
from those expressed or implied in any forward-looking statement include, but are not limited to: the timing of, and MyMD’s
ability to, obtain and maintain regulatory approvals for clinical trials of MyMD’s pharmaceutical candidates, the timing
and results of MyMD’s planned clinical trials for its pharmaceutical candidates, the amount of funds MyMD requires for its
pharmaceutical candidates; increased levels of competition; changes in political, economic or regulatory conditions generally
and in the markets in which MyMD operates; MyMD’s ability to retain and attract senior management and other key employees;
MyMD’s ability to quickly and effectively respond to new technological developments; MyMD’s ability to protect its
trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others
from infringing on MyMD’s proprietary rights; and the impact of the ongoing COVID-19 pandemic on MyMD’s results of
operations, business plan and the global economy.
New
factors emerge from time to time and it is not possible for us to predict all such factors, nor can we assess the impact of each
such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. These risks, as well as other risks associated with the combination, will
be more fully discussed in the proxy statement/prospectus that will be included in the registration statement that will be filed
with the SEC in connection with the proposed transaction. Additional risks and uncertainties are identified and discussed in the
“Risk Factors” section of Akers’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents
filed from time to time with the SEC. Forward-looking statements included in this release are based on information available to
Akers and MyMD as of the date of this release. Neither Akers nor MyMD undertakes any obligation to update such forward- looking
statements to reflect events or circumstances after the date of this release.
Investor
Contact:
Brett
Mass
646-536-7331
brett@haydenir.com
www.haydenir.com
Media
Contact:
Will
Johnson
201-465-8019
MYMD@antennagroup.com
www.antennagroup.com
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