[D] TNF Pharmaceuticals, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Completed capital raise of $7.0M provides immediate funding for corporate activities
• No proceeds paid to named insiders according to the filing
• Use of Rule 506(b) allowed a private placement to accredited investors without general solicitation

Negative

• Estimated sales commissions of $630,000 (~9% of proceeds) are relatively high and reduce net proceeds
• Placement-agent warrants for 126,000 shares at $5.00 introduce potential dilution if exercised
• Filing does not disclose specific use of proceeds, limiting investor visibility into capital allocation

Insights

Securities Analyst

TL;DR: Completed $7.0M Rule 506(b) offering with notable underwriting costs and issued placement-agent warrants; modest capital raise for an early-stage pharmaceutical issuer.

The Form D shows a finished private placement under Rule 506(b) raising $7.0 million, with sales commissions estimated at $630,000 representing ~9% of gross proceeds. Issuer granted warrants to placement agents for 126,000 shares at $5.00, which could dilute existing holders if exercised. The offering lists 12 investors and no proceeds paid to named insiders. For investors, key considerations include dilution from warrants and use of proceeds details, which are not specified in the filing.

Corporate Governance Expert

TL;DR: Governance disclosure is standard for a Form D; officers and directors are identified and no insider payments were reported.

The filing appropriately names executive officers and directors with addresses and roles, and certifies no payments to those individuals from the offering proceeds. The issuer declined to disclose revenue/net asset amounts and indicates formation in 2023, consistent with an early-stage entity. The document provides required regulatory attestations but lacks narrative on intended use of funds, which limits governance transparency regarding capital allocation.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001321834

MyMD Pharmaceuticals, Inc.

Akers Biosciences, Inc.

Akers Biosciences Inc

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

TNF Pharmaceuticals, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2023
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
TNF Pharmaceuticals, Inc.
Street Address 1		Street Address 2
1185 AVENUE OF THE AMERICAS		SUITE 249
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10036	856-848-8698

3. Related Persons

Last Name	First Name	Middle Name
Rhodes	Ian
Street Address 1	Street Address 2
1185 Avenue of the Americas	Suite 249
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Schreiber	Christopher
Street Address 1	Street Address 2
1185 Avenue of the Americas	Suite 249
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Silverman	Joshua
Street Address 1	Street Address 2
1185 Avenue of the Americas	Suite 249
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive Chairman

Last Name	First Name	Middle Name
Bernstein	Bruce
Street Address 1	Street Address 2
1185 Avenue of the Americas	Suite 249
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
White	Bill	J.
Street Address 1	Street Address 2
1185 Avenue of the Americas	Suite 249
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Friscia	Stephen
Street Address 1	Street Address 2
1185 Avenue of the Americas	Suite 249
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Glass	Mitchell
Street Address 1	Street Address 2
1185 Avenue of the Americas	Suite 249
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Medical Officer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-02				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
GP Nurmenkari Inc.	000153480
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
22 Elizabeth Street
City	State/Province/Country	ZIP/Postal Code
Norwalk	CONNECTICUT	06854
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CONNECTICUT NEW YORK

Recipient	Recipient CRD Number None
Rodman & Renshaw, LLC	000281264
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
600 Lexington Ave
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number None
H.C. Wainwright & Co., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 Park Ave	4th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$7,000,000	USD	or Indefinite
Total Amount Sold	$7,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

12

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$630,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Issuer issued to placement agents (or their designees) warrants to purchase up to 126,000 shares at an exercise price of $5.00 (subject to price-based adjustment) under Section 4(a)(2)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
TNF Pharmaceuticals, Inc.	/s/ Mitchell Glass	Mitchell Glass	Chief Medical Officer	2025-09-05

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did TNFA raise in the Form D offering?

The filing reports a total offering amount of $7,000,000, with $7,000,000 sold and $0 remaining.

Under which exemption was TNF Pharmaceuticals' offering conducted?

The offering was conducted under Regulation D, Rule 506(b).

How much were sales commissions and were any paid to insiders for TNFA?

Estimated sales commissions were $630,000; the filing indicates $0 of gross proceeds were used to pay listed executive officers, directors, or promoters.

Were any warrants or rights issued in the TNFA offering?

Yes, placement agents (or their designees) were issued warrants to purchase up to 126,000 shares at an exercise price of $5.00 subject to adjustment.

How many investors participated in the TNFA offering?

The filing reports a total of 12 investors who invested in the offering.