0001104659-22-003191.txt : 20220111 0001104659-22-003191.hdr.sgml : 20220111 20220111163058 ACCESSION NUMBER: 0001104659-22-003191 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220111 DATE AS OF CHANGE: 20220111 GROUP MEMBERS: ELI GABSO GROUP MEMBERS: ENRIGHT HOLDING CORP. GROUP MEMBERS: MERCURY ADVISORY LTD GROUP MEMBERS: TRUMANO INTERNATIONAL INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MyMD Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001321834 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88005 FILM NUMBER: 22524247 BUSINESS ADDRESS: STREET 1: 855 N. WOLFE STREET STREET 2: SUITE 623 CITY: BALTIMORE STATE: MD ZIP: 21205 BUSINESS PHONE: 856-848-8698 MAIL ADDRESS: STREET 1: 855 N. WOLFE STREET STREET 2: SUITE 623 CITY: BALTIMORE STATE: MD ZIP: 21205 FORMER COMPANY: FORMER CONFORMED NAME: Akers Biosciences, Inc. DATE OF NAME CHANGE: 20170413 FORMER COMPANY: FORMER CONFORMED NAME: Akers Biosciences Inc DATE OF NAME CHANGE: 20050325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAINFIELD ENTERPRISES INC CENTRAL INDEX KEY: 0001226883 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2126519000 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G/A 1 tm222609d1_sc13ga.htm SC 13G/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

 

MyMD Pharmaceuticals, Inc.

(Name of Issuer)

 

 

 

Common Stock, no par value per share

(Title of Class of Securities)

 

 

 

62856X102

(CUSIP Number)

 

 

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

SCHEDULE 13G

CUSIP No. 62856X102  Page 2 of 10

 

 

1

 

NAMES OF REPORTING PERSONS

 

Mainfield Enterprises Inc.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨
(b) ¨
3 SEC USE ONLY:
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

SCHEDULE 13G

CUSIP No. 62856X102  Page 3 of 10

 

 

1

 

NAMES OF REPORTING PERSONS

 

Trumano International Inc.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨
(b) ¨
3 SEC USE ONLY:
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

SCHEDULE 13G

CUSIP No. 62856X102  Page 4 of 10

 

 

1

 

NAMES OF REPORTING PERSONS

 

Enright Holding Corp.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨
(b) ¨
3 SEC USE ONLY:
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

SCHEDULE 13G

CUSIP No. 62856X102  Page 5 of 10

 

 

1

 

NAMES OF REPORTING PERSONS

 

Mercury Advisory Limited

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨
(b) ¨
3 SEC USE ONLY:
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

SCHEDULE 13G

CUSIP No. 62856X102  Page 6 of 10

 

 

1

 

NAMES OF REPORTING PERSONS

 

Eli Gabso

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ¨
(b) ¨
3 SEC USE ONLY:
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

 

 

12

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

SCHEDULE 13G

CUSIP No. 62856X102  Page 7 of 10

 

Item 1.(a) Name of Issuer:

 

MyMD Pharmaceuticals, Inc. (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices:

 

855 N. Wolfe Street, Suite 623
Baltimore, Maryland 21205

 

Items 2(a) Name of Person Filing:

(b) Address of Principal Business Office or, if None, Residence:

(c) Citizenship:

 

This Amendment No. 1 to Schedule 13G is being filed on behalf of (i) Mainfield Enterprises Inc. (“Mainfield”), a corporation organized under the laws of the British Virgin Islands, (ii) Trumano International Inc., a corporation organized under the laws of the British Virgin Islands (“Trumano”), (iii) Enright Holding Corp., a corporation organized under the laws of the British Virgin Islands (“Enright”), (iv) Mercury Advisory Limited (UK) (“Mercury”), a corporation organized under the laws of the United Kingdom, and (v) Eli Gabso, a citizen of the United Kingdom (collectively, with Mainfield, Trumano, Enright and Mercury, the “Reporting Persons”).

 

The principal business address of Mainfield, Trumano and Enright is c/o Icaza, Gonzalez-Ruiz & Aleman (BVI) Trust Limited, Tortola Pier Park, Building 1, Second Floor, Wickhams Cay I, Tortola VG1110, Tortola, British Virgin Islands.

 

The principal business address of Mercury and Mr. Gabso is c/o Sage Capital Global Limited, 9th Floor, Berkeley Square House, Berkeley Square, W1J6BR, London, UK.

 

(d) Title of Class of Securities:

 

Common stock, no par value per share (the “Common Stock”)

 

(e) CUSIP Number:

 

62856X102

 

Item 3.Not applicable.

 

Item 4.Ownership:

 

 

(a)Amount beneficially owned:

 

Mainfield Enterprises Inc. 0 shares
Trumano International Inc. 0 shares
Enright Holding Corp. 0 shares
Mercury Advisory Limited 0 shares
Eli Gabso 0 shares

 

 

(b)Percent of class:

 

Mainfield Enterprises Inc. 0.0%
Trumano International Inc. 0.0%
Enright Holding Corp. 0.0%
Mercury Advisory Limited 0.0%
Eli Gabso 0.0%

 

 

 

 

SCHEDULE 13G

CUSIP No. 62856X102  Page 8 of 10

 

 

(c)Number of shares to which such Reporting Persons have:

 

(i)Sole power to vote or to direct the vote:

 

Mainfield Enterprises Inc. 0 shares
Trumano International Inc. 0 shares
Enright Holding Corp. 0 shares
Mercury Advisory Limited 0 shares
Eli Gabso 0 shares

 

(ii)Shared power to vote or to direct the vote:

 

Mainfield Enterprises Inc. 0 shares
Trumano International Inc. 0 shares
Enright Holding Corp. 0 shares
Mercury Advisory Limited 0 shares
Eli Gabso 0 shares

 

(iii)Sole power to dispose or to direct the disposition of:

 

Mainfield Enterprises Inc. 0 shares
Trumano International Inc. 0 shares
Enright Holding Corp. 0 shares
Mercury Advisory Limited 0 shares
Eli Gabso 0 shares

 

(iv)Shared power to dispose or to direct the disposition of:

 

Mainfield Enterprises Inc. 0 shares
Trumano International Inc. 0 shares
Enright Holding Corp. 0 shares
Mercury Advisory Limited 0 shares
Eli Gabso 0 shares

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not Applicable.

 

 

 

 

SCHEDULE 13G

CUSIP No. 62856X102  Page 9 of 10

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

Materials filed as Exhibits

Exhibit 99.1 Joint Filer Agreement

 

 

 

 

SCHEDULE 13G

CUSIP No. 62856X102  Page 10 of 10

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:January 11, 2022

 

 

  Mainfield Enterprises Inc.
   
  /s/ Gilad Gat
  Name: Gilad Gat
  Title: Director
   
   
  Trumano International Inc.
   
  /s/ Gilad Gat
  Name: Gilad Gat
  Title: Director
   
   
  Enright Holding Corp.
   
  /s/ Gilad Gat
  Name: Gilad Gat
  Title: Director
   
   
  MERCURY ADVISORY LIMITED
   
  /s/ Eli Gabso
  Name: Eli Gabso
  Title: Director
   
   
  /s/ Eli Gabso
  Name: Eli Gabso

 

 

 

 EX-99.1 2 tm222609d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

This joint filing agreement (this “Agreement”) is made and entered into as of this 11th day of January 2022, by and among Mainfield Enterprises Inc., Trumano International Inc., Enright Holding Corp., Mercury Advisory Limited (UK) and Eli Gabso.

 

The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Amendment No. 1 to Schedule 13G in respect of the Common Stock, no par value per share, of MyMD Pharmaceuticals, Inc. (formerly Aker Biosciences, Inc.) is filed on behalf of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The parties to this Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

  Mainfield Enterprises Inc.
   
  /s/ Gilad Gat
  Name: Gilad Gat
  Title: Director
   
   
  Trumano International Inc.
   
  /s/ Gilad Gat
  Name: Gilad Gat
  Title: Director
   
   
  Enright Holding Corp.
   
  /s/ Gilad Gat
  Name: Gilad Gat
  Title: Director
   
   
  MERCURY ADVISORY LIMITED
   
  /s/ Eli Gabso
  Name: Eli Gabso
  Title: Director
   
   
  /s/ Eli Gabso
  Name: Eli Gabso

 

 

[Signature Page to Joint Filing Agreement]