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Recent Developments, Liquidity and Management’s Plans (Tables)

9 Months Ended

Sep. 30, 2021

Recent Developments Liquidity And Managements Plans

Schedule of Net Assets Acquired to be Allocated to Goodwill

 Schedule of Net Assets Acquired to be Allocated to Goodwill

		Valuation Analysis
Total Consideration		$	42,477,346
Cash and Cash Equivalents			1,380,852
Marketable Securities			29,480,524
Other Receivables			3,026,137
Prepaid Expenses			192,314
Investment in Oravax, Inc.			1,500,000
Trade and Other Payables			(3,601,020	)
Net Tangible Assets Acquired		$	31,978,807
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill		$	10,498,539

Summary of Milestone Events Payment

Under the terms of the Merger Agreement, the Company has agreed to pay contingent consideration to MyMD Florida stockholders in the form of the Milestone Payments. The Milestone Payments are payable in the dollar amounts set forth in the chart below upon the achievement of the milestone events set forth opposite such dollar amount during the Milestone Period as follows:

 Summary of Milestone Events Payment

Milestone Event		Milestone Payment
Market capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $500 million (the “First Milestone Event”).		$20 million.
For every $250 million incremental increase in market capitalization of the Company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1 billion market capitalization of the Company.		$10 million per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1 billion, such $20 million payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event).
Market Capitalization of the Company for at least 10 trading days during any 20 consecutive trading day period is equal to or greater than $1 billion (the “Second Milestone Event”).		$25 million.
For every $1 billion incremental increase in market capitalization of the Company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period.		$25 million per each incremental increase.

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Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472

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