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

Quarterly report pursuant to Section 13 or 15(d)

Share-based Payments

Share-based Payments

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Payments

Note 11 - Share-based Payments

(a)

Stock Warrants

The Company has issued warrants to various employees, consultants and members of the Board of Directors of the Company for their services either in connection with the Company’s ongoing efforts to raise capital or the development of the Company’s products. In addition, the Company has granted warrants to lenders in connection with the issuance of debt. Each warrant granted may be exchanged for a prescribed number of shares of common stock. The warrants expire March 18, 2015.

	2014				2013
			Weighted				Weighted
			Average				Average
	Warrants		Exercise Price		Warrants		Exercise Price

Outstanding at January 1		1,989	$	71.76		47,211	$	48.54
Cancelled during year		-		-		-		-
Expired during year		-		-		-		-
Outstanding at March 31		1,989	$	71.76		47,211	$	48.54

On January 23, 2014, upon effectiveness of the registration statement filed with the SEC, the Company adopted the 2013 Stock Incentive Plan (the “Plan”) which will provide for the issuance of up to 400,000 shares. The purpose of the Plan is to provide additional incentive to those officers, employees, consultants and non-employee directors of the Company and its parents, subsidiaries and affiliates whose contributions are essential to the growth and success of the Company’s business.

The 2013 Plan may be administered by the board or a board-appointed committee. Eligible recipients of option awards are employees, officers, consultants or directors (including non-employee directors) of the Company or of any parent, subsidiary or affiliate of the Company. The board has the authority to grant to any eligible recipient any options, restricted stock or other awards valued in whole or in part by reference to, or otherwise based on, our common stock.

(b)

Stock options

Qualified option holders may exercise their options at their discretion. Each option granted may be exchanged for a prescribed number of shares of common stock.

Employee's Plan	2014				2013
			Weighted				Weighted
			Average				Average
	Options		Exercise Price		Options		Exercise Price

Outstanding at January 1		-	$	-		1,579	$	42.12
Forfeited during year		-		-		-		-
Expired during year		-		-		-		-
Outstanding at March 31		-	$	-		1,579	$	42.12

Director's Plan	2014				2013
			Weighted				Weighted
			Average				Average
	Options		Exercise Price		Options		Exercise Price

Outstanding at January 1		-	$	-		352	$	312.00
Cancelled during year		-		-		-		-
Expired during year		-		-		-		-
Outstanding at March 31		-	$	-		352	$	312.00

The options and warrants issued under the above three plans were valued using a Black Scholes option pricing model on the date of measurement. There were no options or warrants granted for the three months ended March 31, 2014 and 2013.

A summary of warrants and stock options outstanding and exercisable as of March 31, 2014 follows:

							Outstanding				Excercisable
							Wgtd Avg		Wgtd Avg				Wtgt Avg
							Life		Exercise				Exercise
	Low		High		Shares		Remaining		Price		Shares		Price
Warrants	$	71.76	$	71.76		1,989		0.98	$	71.76		1,989	$	71.76

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details