Q/C TECHNOLOGIES, INC. — Board/Management Information 2023

Sep 8, 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2023

MyMD Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)

| New

Jersey	001-36268	22-2983783
(State
or other jurisdiction of
incorporation)	(Commission File
No.)	(IRS
Employer Identification
No.)

MyMD Pharmaceuticals, Inc.

855 N. Wolfe Street , Suite 601

Baltimore , MD 21205

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (856) 848-8698

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- | | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities Registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | --- | --- | --- | | Common stock, no par value per share | MYMD | The Nasdaq Capital Market |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 6, 2023, the compensation committee of the Board of Directors (the “Committee”) of MyMD Pharmaceuticals, Inc. (the “Company”) approved a one-time grant under the Company’s 2021 Equity Incentive Plan to Dr. Chris Chapman, the Company’s President and Chief Medical Officer, of options to purchase up to 1,000,000 shares of the Company’s common stock, with an exercise price of $0.81 per share. The options’ vesting is contingent upon the achievement by the Company of certain clinical milestones and strategic goals during the twelve months following the date of grant.

On September 8, 2023, the Committee also approved an amendment to the employment agreement of Dr. Chapman (the “Amendment”) providing for Dr. Chapman’s annual base salary to be set at $500,000, effective retroactively to January 1, 2023, and providing that Dr. Chapman shall devote the majority of his efforts, abilities, and attention to the business of the Company.

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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.

| /s/

Chris Chapman
Chris
Chapman, M.D.
President

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