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As previously disclosed, on February 21, 2023, MyMD Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Holders") pursuant to which it agreed to sell to the Holders (i) shares of the Company's Series F Convertible Preferred Stock, with a stated value of $1,000 per share (the "Preferred Shares"), and (ii) warrants to purchase shares of the Company's common stock (the "Common Stock"), subject to adjustment (the "Warrants"). The terms of the Preferred Shares are as set forth in the Certificate of Designations filed with the Secretary of State of the State of Delaware (the "Secretary of State") as Annex C to the Company's Certificate of Incorporation (the "Certificate of Designations").
On April 5, 2024, the Company entered into an Omnibus Waiver and Amendment (the "Omnibus Agreement") with the Required Holders (as defined in the Certificate of Designations). Pursuant to the Omnibus Agreement, the Required Holders agreed (i) to defer payment of the Installment Amounts (as defined in the Certificate of Designations) due on March 1, 2024, and April 1, 2024 (the "Installments"), under Section 9(a) of the Certificate of Designations, until May 1, 2024, and (ii) to waive any breach or violation of the Purchase Agreement, the Certificate of Designations, or the Warrants resulting from missing the Installments. The Company and the Required Holders further agreed pursuant to the Omnibus Agreement to amend and restate the Certificate of Designations by filing the Amended and Restated Certificate of Designations of the Series F Convertible Preferred Stock (the "Amended and Restated Certificate of Designations").
The Amended and Restated Certificate of Designations amends the Certificate of Designations to provide, among other things, that, except as required by applicable law, the holders of Preferred Shares will be entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Preferred Shares is entitled to be calculated assuming a conversion price of $60.21 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Amended and Restated Certificate of Designations. The Amended and Restated Certificate of Designations further provides that the holders of record of the Preferred Shares, exclusively and as a separate class, shall be entitled to elect one director of the Company one time on or before June 30, 2024.
Posted In: MYMD
