TNF Pharmaceuticals, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events (Tables)

Subsequent Events (Tables)

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Schedule of Proforma Condensed Consolidated Financials

TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Balance Sheets

(unaudited)

	As Reported						As Adjusted
	June 30, 2024			Adjustments			June 30, 2024
ASSETS
Current Assets
Cash	$	536,026		$	-		$	536,026
Marketable Securities		12,530,326			-			12,530,326
Prepaid expenses		1,291,380			-			1,291,380

Total Current Assets		14,357,732			-			14,357,732

Non-Current Assets
Lease Right-of-Use		25,803			-			25,803
Goodwill		10,498,539			-			10,498,539
Investment in Oravax Medical		1,500,000			-			1,500,000

Total Non-Current Assets		12,024,342			-			12,024,342

Total Assets	$	26,382,074		$	-		$	26,382,074

LIABILITIES
Current Liabilities
Trade and Other Payables	$	4,616,513		$	-		$	4,616,513
Deferred Compensation Payable		331,992			-			331,992
Due to MyMD FL Shareholders		29,982			-			29,982
Lease Liability		25,803			-			25,803
Dividends Payable		778,491			-			778,491
Derivative Liability		-			-			-
Warrant Liability		-			-			-

Total Current Liabilities		5,782,781			-			5,782,781

Non-Current Liabilities
Deferred Compensation Payable, net of current		-			-			-
Derivative Liability, net of current		926,000			-			926,000
Warrant Liability, net of current		19,291,000			(19,291,000	)		-

Total Non-Current Liabilities		20,217,000			(19,291,000	)		926,000

Total Liabilities		25,999,781			(19,291,000	)		6,708,781

Commitments and Contingencies		-			-			-

Mezzanine Equity
Series F Convertible Preferred Stock, 15,000 shares designated, par value $0.001 per share and a stated value of $1,000 per share, 4,675 and 6,633 shares issued and outstanding as of June 30, 2024 and December 31, 2023. Liquidation preference of $4,675,000 plus dividends at 10% per annum of $626,553 as of June 30, 2024		4,576,553			-			4,576,553
Series F Convertible Preferred Stock – Discount		(3,310,483	)		-			(3,310,483	)
Series F Convertible Preferred Stock – Derivative		(981,582	)		-			(981,582	)
Series F-1 Convertible Preferred Stock, 5,050 shares designated, par value $0.001 per share and a stated value of $1,000 per share, 5,050 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023. Liquidation preference of $5,050,000 plus dividends at 10% per annum of $54,813 as of June 30, 2024		5,050,000			-			5,050,000
Series F-1 Convertible Preferred Stock - Discount		(5,050,000	)		-			(5,050,000	)
Series F-1 Convertible Preferred Stock - Derivative		-			-			-
Temporay Preferred stock Derivative, value
Series G Convertible Preferred Stock, 12,826,273 shares designated, par value $0.001 per share and a stated value of $1,000 per share, 8,950 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023. Liquidation preference of $8,950,000 plus dividends at 10% per annum of $97,145 as of June 30, 2024		8,950,000			-			8,950,000
Redeemable Preferred Stock, value		8,950,000			-			8,950,000
Series G Convertible Preferred Stock - Discount		(8,950,000	)		-			(8,950,000	)
Temporary Preferred Stock Discount, value		(8,950,000	)		-			(8,950,000	)

Total Mezzanine Equity		284,488			-			284,488

STOCKHOLDERS’ EQUITY
Preferred Stock, par value $0.001 per share, 50,000,000 total preferred shares authorized
Series D Convertible Preferred Stock, 211,353 shares designated, par value $0.001 per share and a stated value of $0.01 per share, 72,992 and 72,992 shares issued and outstanding as of June 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 2,370,423 and 2,018,857 shares issued and outstanding as of June 30, 2024 and December 31, 2023		2,370			-			2,370
Additional Paid in Capital		123,272,874			19,291,000			142,563,874
Accumulated Deficit		(123,321,963	)		-			(123,321,963	)

Total Stockholders’ Equity		97,805			19,291,000			19,405,805

Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	$	26,382,074		$	-		$	26,382,074

TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Changes in Shareholders’ Equity

For the Six Months Ended June 30, 2024

(unaudited)

	Shares		Series F		Shares		Series F		Shares		Series F		Shares		Series D		Shares		$0.001		Capital		Deficit			Equity
	Series F				Series F-1				Series G				Series D				Common Stock
	Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock				Convertible Preferred Stock						Common Stock Par Value		Additional Paid In		Accumulated			Total
	Shares		Series F		Shares		Series F		Shares		Series F		Shares		Series D		Shares		$0.001		Capital		Deficit			Equity
Balance at June 30, 2024; As Reported		4,675	$	284,488		5,050	$	-		8,950	$	-		72,992	$	144,524		2,370,423	$	2,370	$	123,272,874	$	(123,321,963	)	$	97,805
Balance, value		4,675	$	284,488		5,050	$	-		8,950	$	-		72,992	$	144,524		2,370,423	$	2,370	$	123,272,874	$	(123,321,963	)	$	97,805

Adjustments		-		-		-		-		-		-		-		-		-		-		19,291,000		-			19,291,000

June 30, 2024; As Adjusted		4,675	$	284,488		5,050	$	-		8,950	$	-		72,992	$	144,524		2,370,423	$	2,370	$	142,563,874	$	(123,338,963	)	$	19,405,805
Balance, value		4,675	$	284,488		5,050	$	-		8,950	$	-		72,992	$	144,524		2,370,423	$	2,370	$	142,563,874	$	(123,338,963	)	$	19,405,805