TNF Pharmaceuticals SEC Filings

TNF Pharmaceuticals, Inc. filed a Form D reporting a Regulation D, Rule 506(b) exempt offering conducted in 2025 for a total of $7,000,000, of which $7,000,000 was sold and $0 remained. The issuer is a Delaware corporation formed in 2023 with principal offices in New York. The filing lists executive officers and directors, including Mitchell Glass as Chief Medical Officer who signed the notice.

Placement agents received estimated sales commissions of $630,000 and warrants to purchase up to 126,000 shares at a $5.00 exercise price were issued to agents or designees. The offering was not in connection with a business combination, had a $0 minimum outside-investor investment, and lists 12 total investors.

TNF Pharmaceuticals disclosed several financing and registration matters tied to newly issued preferred stock and related agreements. The company will file a resale registration statement to register 100% of the Series I conversion shares shortly after the acquisition closing and to register milestone securities promptly after each milestone, with effectiveness targets of 60 days after filing (90 days if the SEC conducts a full review). The Series I Registration Rights Agreement imposes liquidated damages if the company fails to file, obtain effectiveness, or maintain the registration. The document describes a mechanism that increases the Maximum Issuance of common stock upon conversions of certain existing preferred or exchanged securities by an incremental 0.1999 shares per share converted. Separately, under a consulting agreement the company agreed to pay a monthly $15,000 retainer and issue 15,433 advisory shares to Palladium, which will be included in any resale registration statement.

TNF Pharmaceuticals (TNFA) reported significant operating losses and financing activity for the six months ended June 30, 2025. The company recorded a net loss of $19,365,689 (six months) and $2,920,938 (three months) with research and development expenses of $2,418,985 (six months) and $873,472 (three months). Preferred stock dividends materially reduced results, totaling $1,789,865 (six months) and $976,369 (three months).

The filing discloses heavy financing through multiple preferred series and warrant issuances, conversions and anti-dilution adjustments (Series F, F-1, G and D), and large share issuances during the period. The company reports negative operating cash flows and states substantial doubt about its ability to continue as a going concern without additional capital. The company also received a Nasdaq notice regarding a minimum bid price deficiency and has a compliance period to regain the $1.00 minimum bid requirement.