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

Quarterly report pursuant to Section 13 or 15(d)

Accounting Policies and Merger Pro Forma Adjustments (Tables)

Accounting Policies and Merger Pro Forma Adjustments (Tables) - Pro Forma [Member]

3 Months Ended

Mar. 31, 2021

Schedule of Adjustments included in Pro Formo Condensed Combined Balance Sheet

The adjustments included in the pro forma condensed combined balance sheet are as follows:

(a)

To record the disbursement of the $1,500,000 investment in Oravax under the Contribution and Assignment Agreement to be paid by the Company.

Description	Debit		Credit
Trade and Other Payables	$	1,500,000
Marketable Securities			$	1,500,000

(b)

To record the effect on the Consolidated Balance Sheets from the reduction of research and development expense incurred during the three months ended March 31, 2021 that are non-recurring as the result of the Contribution Transaction.

Description	Debit		Credit
Accumulated Deficit	$	10,290
Common Stock			$	10,290

(1)

To record the payoff of the Starwood Line of Credit plus accumulated interest upon close of the Merger.

Description	Debit		Credit
Starwood Line of Credit	$	2,936,626
Due to Related Party		185,577
Starwood Line of Credit – Accrued Interest		257,411
Marketable Securities			$	3,379,614

(2)

To record interest expense on the Company/pre-Merger MyMD Florida Bridge Loan.

Description	Debit		Credit
Accumulated Deficit	$	26,137
Other Receivables			$	26,137

(3)

To reclassify the pre-Merger MyMD Florida Common Stock and Additional Paid-In Capital

Description	Debit		Credit
Pre-Merger MyMD Florida Common Stock	$	4,004
Pre-Merger MyMD Florida Additional Paid-In Capital		43,411,488
Common Stock			$	43,415,492

(4)

To eliminate the Company/pre-Merger MyMD Florida Bridge Loan.

Description	Debit		Credit
Bridge Loan – Related Party	$	3,026,137
Other Receivables			$	3,026,137

(5)

To record the expenses related to the modification of the outstanding pre-Merger MyMD Florida stock options’ expiration dates to comply with the Merger Agreement.

Description	Debit		Credit
Accumulated Deficit	$	37,373,172
Common Stock			$	37,373,172

(6)

To record the expenses related to the accelerated vesting of the outstanding unvested Restricted Stock Units pursuant to the terms of the restricted stock unit agreements and record the federal and state withholding liability.

Description	Debit		Credit
Accumulated Deficit	$	979,757
Trade and Other Payables			$	688,913
Common Stock				290,844

(7)

To reclassify the Company’s deficit account.

Description	Debit		Credit
Common Stock	$	139,662,586
Accumulated Deficit			$	139,662,449

(8)

To record the acquisition value of the Merger in excess of tangible assets acquired.

Description	Debit		Credit
Goodwill	$	18,467,102
Common Stock			$	18,467,102

Schedule of Adjustments included in Pro Formo Condensed Combined Statement of Comprehensive Loss

The adjustment included in the pro forma condensed combined statement of comprehensive loss is as follows:

(aa)

To record the interest on the Company/pre-Merger MyMD Florida Bridge Loan for the three months ended March 31, 2021.

Description	Debit	Credit
Interest and Dividend Expense		$	26,137

(bb)

To record the elimination of a credit balance in research and development expense incurred during the three months ended March 31, 2021 that are non-recurring as the result of the Contribution Transaction. (Note 3)

Description		Debit				Credit
Research and Development Expense		$	10,290			$

Schedule of Pro Formo Weighted Average Common Shares Outstanding

The following table sets forth the calculation of the pro forma weighted average number of common shares outstanding — basic and diluted:

				Pro Forma Weighted Average Shares
	All Shares Issued/Issuable upon Merger			Pro Forma Weighted Average Shares for the Year Ended March 31, 2021⁽³⁾
Pre-Merger MyMD Florida:
Common shares issued and outstanding		73,991,413			-
Stock options outstanding		10,853,360			-
Total pre-Merger MyMD Florida share basis		84,844,773			-
Post conversion basis at the Exchange Ratio of 0.7718		65,479,931
Effect of 1-for-2 reverse stock split		(32,738,309	)
Post reverse split basis at the Exchange Ratio of 0.7718		32,741,622			-
Recapitalization/Conversion of pre-Merger MyMD Florida common shares into Company common shares based on the Exchange Ratio:		28,553,307			28,553,307
Recapitalization/Conversion of pre-Merger MyMD Florida stock options into Company common shares based on the Exchange Ratio⁽¹⁾		4,188,315			-
		32,741,622			28,553,307

The Company pre-Merger:
Common shares: issued and outstanding⁽²⁾		8,326,730			8,544,298
Post-merger:
Series D Convertible Preferred stock converted to common stock		36,496			-
Restricted Stock Units converted to common stock; vesting accelerated to the effective date		402,483			402,483
Pre-funded warrants convertible to common stock		986,486			-
		9,752,195			8,946,781
Estimated adjusted total shares of common stock for the combined entity		42,493,817			37,500,088

(1)

Pursuant to the terms of the Merger Agreement, shares have been allocated to pre-Merger MyMD Florida’s outstanding stock options, however, there is no requirement for these options to be exercised as of the effective date of the Merger and are therefore being treated as unissued shares for the purposes of calculating the weighted-shares outstanding.

(2)	The Company’s pre-Merger common shares issued and outstanding of 8,326,730 was the actual number of common shares issued and outstanding as of March 31, 2021.
(3)	All outstanding stock options, Series D convertible preferred stock and pre-funded warrants exercisable for the combined company’s common stock are anti-dilutive and therefore excluded from the weighted-average shares calculation for the three months ended March 31, 2021 as referenced in the pro forma condensed combined Statement of Comprehensive Loss.