Note 11—Subsequent Events

On August 16, 2024, the Company entered into (i) an Amendment (the “Series F-1 Long Term Warrant Amendment”) with the Series F-1 Investors, effective as of June 30, 2024, relating to the Series F-1 Long Term Warrants, (ii) an Amendment (the “Series F-1 Short Term Warrant Amendment” and, together with the Series F-1 Long Term Warrant Amendment, the “Series F-1 Warrant Amendments”) with the Series F-1 Investors, effective as of June 30, 2024 relating to the Series F-1 Short Term Warrants,  (iii) an Amendment (the “Series G Long Term Warrant Amendment”) with the Series G Investors, effective as of June 30, 2024, relating to the Series G Long Term Warrants, (ii) an Amendment (the “Series G Short Term Warrant Amendment” and, together with the Series G Long Term Warrant Amendment, the “Series G Warrant Amendments” and collectively with the Series F-1 Warrant Amendments, the “Warrant Amendments”) with the Series G Investors, effective as of June 30, 2024 relating to the Series G Short Term Warrants.

The Warrant Amendments modified certain terms of the Series F-1 Warrants and Series G Warrants relating to the rights of the holders of such warrants to provide that, in the event of a Fundamental Transaction (as defined in each of the Series F-1 Warrants and Series G Warrants) that is not within the Company’s control, including the Fundamental Transaction not being approved by the Company’s Board of Directors, the holders of the Series F-1 Warrants and Series G Warrants shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined in each of the Series F-1 Warrants and Series G Warrants) of the unexercised portion of such Series F-1 Warrant or Series G Warrants, that is being offered and paid to the holders of the Company’s Common Stock in connection with the Fundamental Transaction. In addition, (i) the Series F-1 Warrant Amendments amend the definition of Black Scholes Value related to the volatility input which is now an expected volatility equal to the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure of the applicable Fundamental Transaction and (2) the date of a holder’s request, and (ii) the Series G Warrant Amendments amend the definition of Black Scholes Value related to the volatility input which is now an expected volatility equal to the 60 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure of the applicable Fundamental Transaction and (2) the date of a holder’s request.

The following pro forma financial information gives effect to the Warrant Amendments and the Stockholder Approval as if they had occurred on June 30, 2024. The Warrant Amendments resulted in that, following the receipt of Stockholder Approval on July 24, 2024, the reclassification of the Series F-1 Warrants and Series G Warrants were reclassified to be considered equity classified and not liability classified in accordance with ASC 815.

TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Balance Sheets

(unaudited)

 Schedule of Proforma Condensed Consolidated Financials

TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Changes in Shareholders’ Equity

For the Six Months Ended June 30, 2024

(unaudited)