New TNF Pharmaceuticals (NASDAQ: TNFA) financing, LPU deal and preferred stock changes

Rhea-AI Filing Summary

TNF Pharmaceuticals, Inc. reported closing a set of financing and restructuring transactions, including a private placement and an acquisition. The company sold 7,000 shares of Series H Convertible Preferred Stock, each with a stated value of $1,000, initially convertible into up to 1,400,000 shares of common stock at $5.00 per share, together with warrants to purchase up to 1,400,000 additional common shares at an exercise price of $5.00 per share.

TNF also agreed to acquire 100% of the membership interests of LPU Holdings LLC, paying in Series I Convertible Preferred Stock that is convertible into 747,362 shares of common stock, subject to conversion limits. The company filed new certificates of designations for the Series H and Series I preferred stock and amended the Series F and Series F‑1 preferred terms to extend their maturity to March 2, 2027 and remove amortization payments. A press release announcing the private placement closing was furnished as an exhibit.

Insights

Capital structure and deals analyst

TNF raises capital, acquires LPU, and pushes out preferred maturities.

TNF Pharmaceuticals completed a private placement of 7,000 shares of Series H Convertible Preferred Stock, initially convertible into up to 1,400,000 common shares at $5.00 per share, and issued warrants for up to 1,400,000 additional common shares at the same price. This combination adds new preferred capital and creates potential future common share issuance through both conversion and warrant exercise.

In parallel, the company agreed to acquire 100% of LPU Holdings LLC by issuing Series I Convertible Preferred Stock that is convertible into 747,362 common shares, subject to conversion limitations. TNF also amended its existing Series F and Series F‑1 preferred stock terms, filing restated certificates that extend their maturity dates to March 2, 2027 and remove amortization payments and related covenants. These changes collectively reshape the capital structure by adding new preferred series tied to strategic transactions and easing near‑term obligations on existing preferred classes.

The transactions and charter amendments became effective upon filing with the Delaware Secretary of State on September 4, 2025, and the company furnished a press release describing the private placement closing as an exhibit. Future disclosures in company filings may provide more detail on the financial contribution of LPU Holdings LLC and on how much of the new convertible and warrant capacity ultimately turns into common shares.

8-K Event Classification

5 items: 1.01, 3.03, 5.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 4, 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. ☐

Item 1.01 Entry into a Material Definitive Agreement

As previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 2, 2025 (the “September 2025 Form 8-K”), on September 2, 2025, TNF Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (“Series H Purchase Agreement”) with certain accredited investors (the “Series H Investors”), pursuant to which it agreed to sell to the Series H Investors in a private placement (the “Private Placement”) (i) an aggregate of 7,000 shares of the Company’s newly-designated Series H Convertible Preferred Stock (the “Series H Preferred Stock”), with a par value of $0.001 per share and a stated value of $1,000 per share, initially convertible into up to 1,400,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an initial conversion price of $5.00 per share and (ii) warrants to acquire up to an aggregate of 1,400,000 shares of Common Stock at an exercise price of $5.00 per share. In addition, as previously reported in the September 2025 Form 8-K, on September 2, 2025, the Company entered into a Membership Interest Purchase Agreement, by and among the Company, LPU Holdings LLC (“LPU”) and the members of LPU identified on the signature pages attached thereto (the “Sellers”), pursuant to which the Company agreed to acquire 100% of the membership interests (the “Membership Interests”) of LPU from the Sellers. As consideration for the Membership Interests, the Company agreed to deliver 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. The transactions contemplated by the MIPA and the Series H Purchase Agreement each closed on September 4, 2025.

On September 4, 2025, the Company filed (i) the Certificate of Designations of Series I Preferred Stock with the Secretary of State of the State of Delaware (the “Series I Certificate of Designations”), thereby creating the Series I Preferred Stock, and (ii) the Certificate of Designations of Series H Preferred Stock with the Secretary of State of the State of Delaware (the “Series H Certificate of Designations”), thereby creating the Series H Preferred Stock. The Series I Certificate of Designations and the Series H Certificate of Designations each became effective with the Secretary of State of the State of Delaware upon filing.

In addition, as previously reported in the September 2025 Form 8-K, on September 2, 2025, the Company entered into an Omnibus Amendment Agreement with the Required Holders (as defined in each of (i) the Amended and Restated Certificate of Designations of the Series F Convertible Preferred Stock (the “Series F Certificate of Designations”) and (ii) the Certificate of Designations of the Series F-1 Convertible Preferred Stock (the “Series F-1 Certificate of Designations”)), pursuant to which, the Required Holders agreed to (i) amend and restate the Series F Certificate of Designations by filing a Second Amended and Restated Certificate of Designations of the Series F Preferred Stock (the “Second Amended and Restated Series F Certificate of Designations”) with the Secretary of State of the State of Delaware, and (ii) amend and restate the Series F-1 Certificate of Designations by filing an Amended and Restated Certificate of Designations of the Series F-1 Preferred Stock (the “Amended and Restated Series F-1 Certificate of Designations”) with the Secretary of State of the State of Delaware.

On September 4, 2025, the Company filed each of the Second Amended and Restated Series F Certificate of Designations and the Amended and Restated Series F-1 Certificate of Designations with the Secretary of State of the State of Delaware, thereby amending each of the Series F Certificate of Designations and Series F-1 Certificate of Designations to (i) extend the maturity date of each of Series F Convertible Preferred Stock and Series F-1 Convertible Preferred Stock to March 2, 2027, and (ii) remove the amortization payments and related terms and covenants. The Second Amended and Restated Series F Certificate of Designations and the Amended and Restated Series F-1 Certificate of Designations each became effective with the Secretary of State of the State of Delaware upon filing.

The foregoing descriptions of the Series H Certificate of Designations, the Second Amended and Restated Series F Certificate of Designations, the Amended and Restated Series F-1 Certificate of Designations and the Series I Certificate of Designations do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 3.1, 3.2, 3.3 and 3.4 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The matters described in Item 3.03 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The matters described in Item 3.03 of this Current Report on Form 8-K are incorporated herein by reference.

Item 7.01. Regulation FD.

On September 4, 2025, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Certificate of Designations of Series H Convertible Preferred Stock
3.2		Second Amended and Restated Certificate of Designations of Series F Convertible Preferred Stock of TNF Pharmaceuticals, Inc.
3.3		Amended and Restated Certificate of Designations of Series F-1 Convertible Preferred Stock of TNF Pharmaceuticals, Inc.
3.4		Certificate of Designations of Series I Convertible Preferred Stock.
99.1		Press Release dated September 4, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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 10, 2025	By:	/s/ Joshua Silverman
		Joshua Silverman
		Executive Chairman

FAQ

What financing did TNF Pharmaceuticals (TNFA) complete in this 8-K?

TNF Pharmaceuticals completed a private placement of 7,000 shares of Series H Convertible Preferred Stock, each with a stated value of $1,000, initially convertible into up to 1,400,000 shares of common stock at $5.00 per share, and issued warrants to acquire up to 1,400,000 additional common shares at an exercise price of $5.00 per share.

What acquisition involving LPU Holdings LLC did TNF Pharmaceuticals (TNFA) announce?

TNF Pharmaceuticals agreed to acquire 100% of the membership interests of LPU Holdings LLC, with consideration in the form of Series I Convertible Preferred Stock that is convertible into 747,362 shares of common stock, subject to certain conversion limitations.

How did TNF Pharmaceuticals (TNFA) change the terms of its Series F and Series F-1 preferred stock?

TNF Pharmaceuticals filed a Second Amended and Restated Certificate of Designations for its Series F Convertible Preferred Stock and an Amended and Restated Certificate of Designations for its Series F-1 Convertible Preferred Stock, extending the maturity date of each to March 2, 2027 and removing amortization payments and related terms and covenants.

What new preferred stock series did TNF Pharmaceuticals (TNFA) create?

TNF Pharmaceuticals created two new preferred series by filing certificates of designations in Delaware: Series H Convertible Preferred Stock, sold in the private placement, and Series I Convertible Preferred Stock, used as consideration for the LPU Holdings LLC membership interests.

When did the TNF Pharmaceuticals (TNFA) private placement and LPU acquisition close?

The transactions contemplated by the Securities Purchase Agreement for the Series H Convertible Preferred Stock and the Membership Interest Purchase Agreement for LPU Holdings LLC each closed on September 4, 2025.

What disclosure did TNF Pharmaceuticals (TNFA) make under Regulation FD?

TNF Pharmaceuticals stated that, on September 4, 2025, it issued a press release announcing the closing of the private placement, furnished as Exhibit 99.1, and that this information is being furnished under Item 7.01 and not deemed filed for purposes of Section 18 of the Exchange Act.