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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 2, 2025
TNF
Pharmaceuticals, Inc.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
001-36268 |
|
22-2983783 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
TNF
Pharmaceuticals, Inc.
1185
Avenue of the Americas, Suite 249
New
York, NY |
|
10036 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (856) 848-8698
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
TNFA |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
On
September 2, 2025, TNF Pharmaceuticals, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”)
with the Securities Exchange Commission, in which the Company reported, among other events, its entry into a Membership Interest Purchase
Agreement (the “MIPA”), dated as of September 2, 2025, by and among the Company, LPU Holdings LLC (“LPU”), and,
solely with respect to certain specified sections thereof, the members of LPU (the “Sellers”), pursuant to which the Company
agreed to acquire 100% of the membership interests (the “Membership Interests”) of LPU from the Sellers, and certain other
related agreements, including (i) that certain Support Agreement, dated as of September 2, 2025, by and among the Company and the Sellers
(the “Support Agreement”), (ii) that certain Registration Rights Agreement, dated as of September 2, 2025, by and among the
Company and the Sellers (the “Registration Rights Agreement”), and (iii) that certain License Agreement, dated as of September
2, 2025, by and between LPU and LightSolver Ltd., an Israeli company (“Lightsolver”), and, solely with respect to certain
specified sections thereof, the Company (the “License Agreement”). In addition, as previously disclosed, as consideration
for the Membership Interests, the Company delivered to the Sellers that number of shares of the Company’s Series I Convertible
Preferred Stock (“Series I Preferred Stock”) that is convertible into a number of shares of Common Stock equal to 747,362,
subject to certain conversion limitations as set forth in the Certificate of Designations of the Series I Convertible Preferred Stock
(the “Series I Certificate of Designations”).
This
Current Report on Form 8-K/A amends and supplements the Original 8-K filed by the Company, and is being filed solely to file certain
exhibits to the Original 8-K. This amendment does not otherwise modify any other portions of the disclosure in the Original 8-K. Interested
parties should refer to the Original 8-K, as supplemented by this Current Report on Form 8-K/A. The foregoing descriptions of the MIPA,
the Support Agreement, the Registration Rights Agreement, the License Agreement and the Certificate of Designations in this Current Report
on Form 8-K/A and the Original 8-K do not purport to be complete and is qualified in its entirety by the full text of such documents
which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 3.1 and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 10.1* |
|
Membership Interest Purchase Agreement, dated as of September 2, 2025, by and among LPU Holdings LLC and the members of LPU Holdings LLC. |
| 10.2 |
|
Form of Support Agreement |
| 10.3 |
|
Form of Registration Rights Agreement |
| 10.4 |
|
License Agreement, by and among the Company, LPU Holdings LLC and LightSolver Ltd. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
*
Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation
S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information
is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules
(or similar attachments) to the SEC upon its request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
TNF
PHARMACEUTICALS, INC. |
| |
|
|
| Date:
September 5, 2025 |
By:
|
/s/
Joshua Silverman |
| |
|
Joshua
Silverman |
| |
|
Executive
Chairman |
