UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-36268

TNF Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

22-2983783

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

855 N. Wolfe Street, Suite 623

Baltimore, MD

21205

(Address of principal executive offices)

(Zip Code)

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

Former name, former address and former fiscal year, if changed since last report: N/A

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

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
Shares of Common Stock, par value $0.001 per share		TNFA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 12, 2024, the registrant had 2,755,067 shares of its Common Stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61

Item 4.	Controls and Procedures	61

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	62

Item 1A.	Risk Factors	62

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3.	Defaults Upon Senior Securities	63

Item 4.	Mine Safety Disclosures	63

Item 5.	Other Information	64

Item 6.	Exhibits	64

Signatures		65

PART I - Financial Information

Item 1. Financial Statements.

TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

September 30, 2024 and December 31, 2023

(unaudited)

	September 30, 2024			December 31, 2023
	As of
	September 30, 2024			December 31, 2023
ASSETS
Current Assets
Cash	$	1,192,351		$	2,681,010
Marketable Securities		9,449,483			2,242,106
Prepaid expenses		1,385,101			893,226

Total Current Assets		12,026,935			5,816,342

Non-Current Assets
Lease Right-of-Use		18,285			47,389
Goodwill		10,498,539			10,498,539
Investment in Oravax Medical		1,500,000			1,500,000

Total Non-Current Assets		12,016,824			12,045,928

Total Assets	$	24,043,759		$	17,862,270

LIABILITIES
Current Liabilities
Trade and Other Payables	$	4,160,337		$	3,716,218
Due to MyMD FL Shareholders		29,982			29,982
Lease Liability		18,285			48,870
Dividends Payable		1.498.119			265,019
Derivative Liability		1,282,000			61,000
Warrant Liability		-			867,000

Total Current Liabilities		6,988,723			4,988,089

Non-Current Liabilities
Deferred Compensation Payable, net of current		-			100,538

Total Non-Current Liabilities		-			100,538

Total Liabilities		6,988,723			5,088,627

Commitments and Contingencies		-			-

Mezzanine Equity
Series F Convertible Preferred Stock, 15,000 shares designated, par value $0.001 and a stated value of $1,000 per share, 4,562 and 6,633 shares issued and outstanding as of September 30, 2024 and December 31, 2023. Liquidation preference of $4,675,000 plus dividends at 10% per annum of $989,406 as of September 30, 2024		4,467,229			6,500,278
Series F Convertible Preferred Stock – Discount		(3,231,402	)		(4,702,023	)
Series F Convertible Preferred Stock – Derivative		(958,134	)		(1,394,184	)
Series F-1 Convertible Preferred Stock, 5,050 shares designated, par value $0.001 and a stated value of $1,000 per share, 5,050 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023. Liquidation preference of $5,050,000 plus dividends at 10% per annum of $183,500 as of September 30, 2024		5,050,000			-
Series F-1 Convertible Preferred Stock – Discount		(5,050,000	)		-
Series G Convertible Preferred Stock, 12,826,273 shares designated, par value $0.001 and a stated value of $1,000 per share, 8,950 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023. Liquidation preference of $8,950,000 plus dividends at 10% per annum of $325,213 as of September 30, 2024		8,950,000			-
Preferred Stock value		8,950,000			-
Series G Convertible Preferred Stock – Discount		(8,950,000	)		-
Series Convertible Preferred Stock – Discount		(8,950,000	)		-

Total Mezzanine Equity		277,693			404,071

STOCKHOLDERS’ EQUITY
Preferred Stock, par value $0.001, 50,000,000 total preferred shares authorized
Series D Convertible Preferred Stock, 211,353 shares designated, $0.001 par value and a stated value of $0.01 per share, 72,992 shares issued and outstanding as of September 30, 2024 and December 31, 2023		144,524			144,524
Preferred stock, value		144,524			144,524
Common Stock, par value $0.001, 250,000,000 shares authorized, 2,472,048 and 2,018,857 shares issued and outstanding as of September 30, 2024 and December 31, 2023		2,472			2,019
Additional Paid in Capital		142,632,753			114,200,096
Accumulated Deficit		(126,002,406	)		(101,977,067	)

Total Stockholders’ Equity		16,777,343			12,369,572

Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	$	24,043,759		$	17,862,270

See accompanying notes to these unaudited condensed consolidated financial statements.

TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

	2024			2023			2024			2023
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Product Revenue	$	-		$	-		$	-		$	-
Product Cost of Sales		-			-			-			-
Gross Income		-			-			-			-

General and Administrative Expenses		1,104,130			1,334,690			3,192,762			4,202,594
Research and Development Expenses		707,747			1,912,322			2,307,789			4,907,196
Stock Based Compensation Expenses		13,762			595,576			970,754			2,341,915
Series F Warrant Issuance Expenses		-			-			-			762,834
Series F-1 Warrant Issuance Expenses		-			-			539,097			-
Series G Warrant Issuance Expenses		-			-			969,505			-

Loss from Operations		(1,825,639	)		(3,842,588	)		(7,979,907	)		(12,214,539	)

Other (Income) Expenses
Interest and Dividend Income		(163,951	)		(139,056	)		(203,405	)		(339,731	)
(Gain)/Loss on Sale of Marketable Securities		(551	)		500			(651	)		714
Change in fair value of Marketable Securities		(4,746	)		(2,324	)		(3,771	)		371
Change in fair value of Derivatives Liabilities		356,000			(2,566,900	)		367,000			(2,251,700	)
Change in fair value of Warrant Liabilities		17,000			(5,356,000	)		4,410,000			(8,166,000	)
Loss on issuance of Series F-1 Convertible Preferred Stock		-			-			3,737,000			-
Loss on issuance of Series G Convertible Preferred Stock		-			-			5,109,000			-
Casualty Loss/(Gain)		(100,000	)		178,198			(100,000	)		178,198

Total Other (Income)/Expense		103,752			(7,885,582	)		13,315,173			(10,578,148	)

Income/(Loss) Before Income Tax		(1,929,391	)		4,042,994			(21,295,080	)		(1,636,391	)

Income Tax Benefit/(Provision)		-			-			-			-

Net Income/(Loss)	$	(1,929,391	)	$	4,042,994		$	(21,295,080	)	$	(1,636,391	)

Preferred Stock Dividends		751,052			1,158,051			2,730,259			1,690,180

Net Income/(Loss) Attributable to Common Stockholders	$	(2,680,443	)	$	2,884,943		$	(24,025,339	)	$	(3,326,571	)

Basic net income/(loss) per common share	$	(1.11	)	$	1.84		$	(10.49	)	$	(2.28	)
Diluted net income/(loss) per common share	$	(1.11	)	$	0.37		$	(10.49	)	$	(2.28	)

Weighted average basic common stock outstanding		2,415,089			1,564,275			2,290,962			1,456,327
Weighted average diluted common stock outstanding		2,415,089			7,818,886			2,290,962			1,456,327

See accompanying notes to these unaudited condensed consolidated financial statements.

TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2024 and 2023

(unaudited)


																			Common Stock
	Series F Convertible Preferred Stock						Series F-1 Convertible Preferred Stock				Series G Convertible Preferred Stock				Series D Convertible Preferred Stock						Common Stock Par Value		Additional Paid			Accumulated			Total
	Shares			Series F			Shares		Series F		Shares		Series F		Shares		Series D		Shares		$0.001		In Capital			Deficit			Equity
Balance at December 31, 2023		6,633		$	404,071			-	$	-		-	$	-		72,992	$	144,524		2,018,857	$	2,019	$	114,200,096		$	(101,977,067	)	$	12,369,572
Net loss		-			-			-		-		-		-		-		-		-		-		-			(9,800,041	)		(9,800,041	)
Issuance of common stock for vested restricted stock units		-			-			-		-		-		-		-		-		908		1		(1	)		-			-
Redemption of 383 shares of Series F Convertible Preferred Stock, January 1, 2024 installment of $1,429,871 paid with cash and common stock		(383	)		(23,699	)		-		-		-		-		-		-		-		-		-			-			-
Redemption of shares of Series F Convertible Preferred Stock with cash and common stock		(383	)		(23,699	)		-		-		-		-		-		-		-		-		-			-			-
Accelerated Conversion of 438 shares of Series F Convertible Preferred Stock		(438	)		(26,300	)		-		-		-		-		-		-		131,200		131		88,357			-			88,488
Accelerated Conversion of shares of Series F Convertible Preferred Stock		(438	)		(26,300	)		-		-		-		-		-		-		131,200		131		88,357			-			88,488
Redemption of 812 shares of Series F Convertible Preferred Stock, February 1, 2024 installment of $1,429,871 paid with cash and common stock		(812	)		(49,773	)		-		-		-		-		-		-		-		-		-			-			-
Redemption of shares of Series F Convertible Preferred Stock, with cash and common stock		(812	)		(49,773	)		-		-		-		-		-		-		-		-		-			-			-
Accelerated Conversion of 12 shares of Series F Convertible Preferred Stock		(12	)		(914	)		-		-		-		-		-		-		6,667		7		3,068			-			3,075
Accelerated Conversion of shares of Series F Convertible Preferred Stock, One		(12	)		(914	)		-		-		-		-		-		-		6,667		7		3,068			-			3,075
Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-		-		-		-			(1,201,867	)		(1,201,867	)
Reclass of warrant liability upon warrant modification		-			-			-		-		-		-		-		-		-		-		7,961,000						7,961,000
Stock based compensation - stock options		-			-			-		-		-		-		-		-		-		-		517,365			-			517,365

Balance at March 31, 2024		4,988		$	303,385			-	$	-		-	$	-		72,992	$	144,524		2,157,632	$	2,158	$	122,769,885		$	(112,978,975	)	$	9,937,592
Net loss		-			-			-		-		-		-		-		-		-		-		-			(9,565,648	)		(9,565,648	)
Issuance of 5,050 shares of Series F-1 Convertible Preferred Stock, net of discount and offering costs of $35,252		-			-			5,050		-		-		-		-		-		-		-		-			-			-
Issuance of shares of Series F-1 Convertible Preferred Stock, net of discount and offering costs		-			-			5,050		-		-		-		-		-		-		-		-			-			-
Issuance of 8,950 shares of Series G Convertible Preferred Stock, net of discount and offering costs of $48,559		-			-			-		-		8,950		-		-		-		-		-		-			-			-
Issuance of shares of Series G Convertible Preferred Stock, net of discount and offering costs		-			-			-		-		8,950		-		-		-		-		-		-			-			-
Accelerated Conversion of 225 shares of Series F Convertible Preferred Stock		(225	)		(13,578	)		-		-		-		-		-		-		150,000		150		45,530			-			45,680
Accelerated Conversion of shares of Series F Convertible Preferred Stock		(225	)		(13,578	)		-		-		-		-		-		-		150,000		150		45,530			-			45,680
Accelerated Conversion of 88 shares of Series F Convertible Preferred Stock		(88	)		(5,319	)		-		-		-		-		-		-		62,791		62		17,832			-			17,894
Accelerated Conversion of shares of Series F Convertible Preferred Stock, Two		(88	)		(5,319	)		-		-		-		-		-		-		62,791		62		17,832			-			17,894
Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-		-		-		-			(777,340	)		(777,340	)
Stock based compensation - stock options		-			-			-		-		-		-		-		-		-		-		439,627			-			439,627