TNF Pharmaceuticals, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Organization and Description of Business (Details Narrative)

Organization and Description of Business (Details Narrative)									10 Months Ended	12 Months Ended
	Feb. 23, 2024	Feb. 14, 2024 shares	Feb. 13, 2024 shares	Nov. 13, 2023 USD ($)	Jun. 07, 2023 $ / shares shares	Feb. 21, 2023 USD ($) $ / shares shares	Jul. 07, 2022 USD ($) $ / shares	Jul. 07, 2022 $ / shares	Dec. 14, 2024	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Mar. 04, 2024 $ / shares	Feb. 28, 2023 $ / shares shares	Aug. 17, 2022 $ / shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion price of preferred shares \| $ / shares										$ 0.001	$ 0.001
Common stock, par value \| $ / shares										$ 0.001	$ 0.001
Reverse Stock Split									1-for-30
Stock Issued During Period, Shares, Reverse Stock Splits \| shares		16,666,666	500,000,000
Common stock, shares authorized \| shares		66,666,666	550,000,000							16,666,666	16,666,666
Warrant exercise price \| $ / shares							$ 179.40	$ 179.40						$ 157.50
Issuance of preferred shares											$ 5,550,028
Preferred stock dividends										3,451,710
Derivative liability fair value						$ 3,149,800				61,000
Exercise price \| $ / shares														$ 127.50
Stock issuance costs										314,311
Fair value of the warrants										10,623,000
Change in fair value of Derivatives Liabilities										$ 3,088,800
Estimated Equity volatility								131.06%
Probability of default										3.90
Fair value of the warrants										$ 10,623,000
Issuance of warrants										762,834
Fair value adjustment of warrants							$ 84,851			(9,756,000)
Fair value of warrants										$ 867,000
Option to purchase shares \| shares										129,838
Exercise price \| $ / shares
Employment agreement description				Effective November 13, 2023, the Company entered into an amendment to the employment agreement of Dr. Chris Chapman, its President and Chief Medical Officer, providing for Dr. Chapman’s annual base salary to be adjusted from five hundred thousand dollars ($500,000) (the “Full Base Salary”) to two hundred fifty thousand dollars ($250,000) in cash per annum, until payment of his Full Base Salary would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further provides that the remaining $250,000 of base salary per annum (the “Deferral Amount”) shall be deferred until payment of the Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Deferral Amount may be paid, at Dr. Chapman’s election, in shares of Common Stock or in cash. As of December 31, 2023, the Company had recognized a salary deferral of $28,846 which is included in Deferred Compensation Payable on the Consolidated Balance Sheet.
Implementation of directors agreement description				In connection with an overall reduction in compensation paid to the Company’s directors implemented in November 2023, effective November 13, 2023, the Company entered into an amendment to the employment agreement of Christopher C. Schreiber, a Director and the Company’s former Executive Chairman, providing for Mr. Schreiber’s annual fee to be adjusted from three hundred thousand dollars ($300,000) (the “Full Fee”) to sixty thousand dollars ($60,000) in cash per annum, until payment of his Full Fee would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further provides that the remaining $240,000 of the fees per annum (the “Fee Deferral Amount”) shall be deferred until payment of the Fee Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Fee Deferral Amount may be paid, at Mr. Schreiber’s election, in shares of Common Stock or in cash. The amendment also clarified that Mr. Schreiber’s title is “Director.” As of December 31, 2023, the Company had recognized a salary deferral of $27,692 which is included in Deferred Compensation Payable on the Consolidated Balance Sheet
Other Operating Income (Expense) [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Change in fair value of Derivatives Liabilities										$ 3,088,800
Fair value of common stock on valuation date \| $ / shares										$ 0.26
Post reverse split \| $ / shares										$ 7.80
Fair value adjustment of warrants										$ 9,756,000
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reverse Stock Split									one-for-thirty
Stock Issued During Period, Shares, Reverse Stock Splits \| shares										65,960
Issuance of preferred shares											$ 47
Exercise price \| $ / shares										$ 7.77	$ 34.50
Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of preferred shares										$ 14,087,111
Derivative liability fair value										$ 3,149,800
Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant exercise price \| $ / shares							$ 164.40	$ 164.40
Warrants term							5 years	5 years		5 years
Measurement Input, Expected Dividend Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Estimated dividend rate						10.0				10.0
Estimated Equity volatility										140.00%
Fair value assumptions risk free interest rate										6.40%
Estimated dividend rate										15.0
Measurement Input, Expected Dividend Rate [Member] \| Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock price per share										0
Measurement Input, Exercise Price [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise price \| $ / shares						$ 1.90
Measurement Input, Option Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Estimated dividend rate						120.0
Stock price per share										125.0
Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Estimated dividend rate						190.0
Measurement Input, Maturity [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Time of maturity						1 year 4 months 6 days
Measurement Input, Maturity [Member] \| Other Operating Income (Expense) [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Time of maturity										6 months
Measurement Input, Discount Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Estimated dividend rate						6.8
Measurement Input, Lapse Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Estimated dividend rate						15.0
Measurement Input, Default Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Estimated dividend rate						0.5
Measurement Input Volume Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Estimated traded volume volatility										150.0
Measurement Input, Expected Dividend Payment [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock price per share										0
Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock price per share										4.09
Measurement Input, Risk Free Interest Rate [Member] \| Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock price per share										3.91
Measurement Input, Expected Term [Member] \| Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants term										4 years 1 month 24 days
Measurement Input Equity Volatility [Member] \| Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock price per share										120.0
Series F Convertible Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion price \| $ / shares						$ 2.255
Conversion of stock, description						(i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor Price” of $6.60 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market.				If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $202.95 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), we shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, we shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio.
Share issued price, per share \| $ / shares						$ 202.95
Issuance of preferred shares						$ 3,000,000
Preferred shares dividend rate						10.00%				10.00%
Series F Convertible Preferred Stock [Member] \| Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of preferred shares										$ 912,889
Series F Convertible Preferred Stock [Member] \| Measurement Input, Expected Dividend Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred shares dividend rate						15.00%
Series F Convertible Preferred Stock [Member] \| Measurement Input, Default Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred shares dividend rate										15.00%
Employees Options [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Option to purchase shares \| shares					7,668
Exercise price \| $ / shares					$ 49.80
Director [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferral excess payment				$ 156,000
Director [Member] \| Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Director fees				216,000
Director [Member] \| Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Director fees				60,000
Eagle Uzonwanne [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferral excess payment				36,000
Eagle Uzonwanne [Member] \| Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Director fees				96,000
Eagle Uzonwanne [Member] \| Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Director fees				$ 60,000
Securities Purchase Agreement [Member] \| Investors [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion price of preferred shares \| $ / shares						$ 3.18
Sale of Stock, Number of Shares Issued in Transaction \| shares						15,000
Sale of Stock, Consideration Received on Transaction						$ 1,000
Convertible Preferred Stock, Shares Issued upon Conversion \| shares						6,651,885
Warrant exercise price \| $ / shares						$ 2.255							$ 3.18
Proceeds from Issuance of Warrants						$ 6,651,885
Warrant, Exercise Price, Decrease \| $ / shares						$ 3.18
Warrants to purchase common stock \| shares						4,716,904							4,716,904
Warrants term													5 years
Securities Purchase Agreement [Member] \| Investors [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants to purchase common stock \| shares													4,716,904
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion price of preferred shares \| $ / shares												$ 0.001
Common stock, par value \| $ / shares												$ 0.001
Reverse Stock Split	1-for-30