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

Quarterly report pursuant to Section 13 or 15(d)

Equity (Details Narrative)

Equity (Details Narrative)			3 Months Ended
Equity (Details Narrative)	Feb. 21, 2023 $ / shares shares	Jul. 07, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) shares	Feb. 23, 2023	Dec. 31, 2022 $ / shares shares	Aug. 17, 2022 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares new issues			550,000,000
Common stock, shares authorized			500,000,000			500,000,000
Preferred stock, shares authorized			50,000,000			50,000,000
Common stock, shares issued			39,470,009			39,470,009
Common stock, shares outstanding			39,470,009			39,470,009
Warrants to purchase Series C Preferred stock			27,189,465	12,443,300
Liquidation description			Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the each holder shares of the Series F Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series F Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series F Preferred Stock (plus any applicable make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive if such holder converted such share of Series F Preferred Stock into Common Stock immediately prior to the date of such payment. All shares of capital stock of the Company shall be junior in rank to all shares of Series F Preferred Stock with respect to the preferences as to payments upon the liquidation
Preferred stock, terms of conversion			The Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice
Debt description			The amortization payments due upon such redemption are payable, at the company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 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) the Floor Price (as defined below). For purposes of the Series F Certificate of Designation, the “Floor Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the Stockholder Approval (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; provided that if the amount set forth in clause B is the lowest effective price, the Company will be required to pay the amortization payment in cash
Derivative liability fair value \| $			$ 100,000
Class of warrant or right, exercise price of warrants or rights \| $ / shares		$ 5.98
Change in Fair Value of Warrant Liabilities \| $		$ 93,233	(1,175,000)
Sale of Stock, Price Per Share \| $ / shares		$ 2.99
Warrant expenses incurred \| $			$ 0	$ 0
Securities Purchase Agreement [Member] \| Institutional and Accredited Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to acquire common stock	6,651,885
IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of warrant or right, exercise price of warrants or rights \| $ / shares							$ 5.25
Maximum [Member] \| IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of warrant							1,411,764
Measurement Input, Default Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated penalty dividend rate	0.5		0.4
Measurement Input, Share Price [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price \| $ / shares			$ 1.72
Measurement Input, Option Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated penalty dividend rate	120.0		125.0
Warrants and Rights Outstanding, Measurement Input		131.06	125.0
Measurement Input, Price Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated penalty dividend rate	190.0		195.0
Measurement Input, Maturity [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated maturity date	1 year 4 months 6 days		1 year 3 months
Measurement Input, Discount Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated penalty dividend rate	6.8		6.4
Warrants and Rights Outstanding, Measurement Input		3.07
Measurement Input, Expected Dividend Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated penalty dividend rate	10.0		10.0
Measurement Input, Lapse Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated penalty dividend rate	15.0		15.0
Warrants To Purchase Series C Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to purchase Series C Preferred stock			27,500
Series C Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized			1,990,000
Preferred stock, shares issued			0
Preferred stock, shares outstanding			0
Series D Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized			211,353			211,353
Preferred stock, shares issued			72,992			72,992
Preferred stock, shares outstanding			72,992			72,992
Preferred stock par value, per share \| $ / shares			$ 0.01			$ 0.01
Preferred stock conversion price, per share \| $ / shares			$ 0.01
Conversion of stock description			A holder of Series D Preferred Stock is prohibited from converting Series D Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock then issued and outstanding (with such ownership restriction referred to as the “Series D Beneficial Ownership Limitation”) immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the Series D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based on price anti-dilution provisions
Description of trading activities			If we fail to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the “Series D Conversion Shares”) within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then we are obligated to pay to the holder, as liquidated damages, an amount equal to $25 per trading day (increasing to $50 per trading day on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock being converted which are not timely delivered. If we make such liquidated damages payments, we are also not obligated to make Series D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares
Preferred stock, terms of conversion			The Conversion Price can be adjusted as set forth in the Series F Certificate of Designation for stock dividends and stock splits or the occurrence of a fundamental transaction (generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock). The Conversion Price is also subject to “full ratchet” price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). If any shares of Series F Preferred Stock are converted or reacquired by us, such shares shall resume the status of authorized but unissued shares of Series F Preferred Stock of the Company and shall no longer be designated as Series F Preferred Stock
Series E Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized			100,000
Series F Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares new issues			15,000
Preferred stock, shares authorized			15,000
Preferred stock, shares issued			15,000
Preferred stock, shares outstanding			15,000
Conversion of stock description			If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded 300% of the Conversion Price per share (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”)
Preferred stock conversion ratio percentage			0.1999
Series F Convertible Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Institutional and Accredited Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares new issues	15,000
Series F Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
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) the Floor Price (as defined below). For purposes of the Certificate of Designation, the “Floor Price” means the lower of (x) $0.4014 and (y) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rules of the Nasdaq Stock Market) on the date of the Stockholder Approval (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
Estimated penalty dividend rate	10		10.0
Conversion price \| $ / shares	$ 2.255		$ 2.255
Share price \| $ / shares	0.4014
Series F Preferred Stock [Member] \| Securities Purchase Agreement [Member] \| Institutional and Accredited Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion price \| $ / shares	$ 2.255
Series F Preferred Stock [Member] \| Measurement Input, Default Rate [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated penalty dividend rate			15.0		15
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized			50,000,000
Underlying shares of common stock			36,496
Derivative liability fair value \| $			$ 3,300,000
Common Stock [Member] \| Series F Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Underlying shares of common stock			6,651,885
Common Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of warrant or right, exercise price of warrants or rights \| $ / shares			$ 1.72			1.15
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares new issues		38,265
Estimated maturity date		5 years	5 years
Class of warrant or right, exercise price of warrants or rights \| $ / shares		$ 5.98
Warrant [Member] \| Measurement Input, Option Volatility [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants and Rights Outstanding, Measurement Input			125.0
Pre-funded Common Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price \| $ / shares			$ 1.72			1.15
Series C Convertible Preferred Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price \| $ / shares			$ 1.72			$ 1.15