TNF Pharmaceuticals Announces Material Agreements & Officer Changes

TL;DR

TNF Pharma inked new deals, ditched old ones, sold stock, and shuffled execs. Big moves happening.

AI Summary

On August 28, 2025, TNF Pharmaceuticals, Inc. entered into a material definitive agreement and simultaneously terminated another. The company also reported unregistered sales of equity securities and made material modifications to the rights of its security holders. Additionally, there were changes in directors and officers, and compensatory arrangements were disclosed.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential equity dilution, which could impact the company's financial structure and strategic direction.

Risk Assessment

Risk Level: medium — The filing details multiple material events including new agreements, terminations, and unregistered equity sales, suggesting potential volatility and complexity.

Key Players & Entities

• TNF Pharmaceuticals, Inc. (company) — Filer
• MyMD Pharmaceuticals, Inc. (company) — Former company name
• Akers Biosciences, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TNFA The Nasdaq Capital M
• $0 — convertible preferred stock, par value $0.001, with a stated value of $1,000 per
• $1,000 — ar value $0.001, with a stated value of $1,000 per share (the "Preferred Stock"), init
• $5.00 — ock") at an initial conversion price of $5.00 (the "Conversion Price") and (ii) accom
• $7,000,000 — he Private Placement are expected to be $7,000,000. The Company expects to use the net pro
• $4.83 — lculated assuming a conversion price of $4.83 per share, which was the Minimum Price
• $8,500,000 — stones by Lightsolver, a total of up to $8,500,000 in non-recurring engineering fees. In a
• $1,500,000 — any from the Private Placement and (ii) $1,500,000. Furthermore, promptly upon the occurre
• $15,000 — (i) pay Palladium a monthly retainer of $15,000 and (ii) issue to Palladium 15,433 sha

Filing Documents

• form8-k.htm (8-K) — 108KB
• ex3-1.htm (EX-3.1) — 272KB
• ex3-2.htm (EX-3.2) — 490KB
• ex3-3.htm (EX-3.3) — 330KB
• ex3-4.htm (EX-3.4) — 20KB
• ex4-1.htm (EX-4.1) — 192KB
• ex10-1.htm (EX-10.1) — 307KB
• ex10-2.htm (EX-10.2) — 187KB
• ex10-3.htm (EX-10.3) — 36KB
• ex99-1.htm (EX-99.1) — 22KB
• ex99-2.htm (EX-99.2) — 13KB
• ex99-1_001.jpg (GRAPHIC) — 13KB
• 0001641172-25-026167.txt ( ) — 2581KB
• tnfa-20250828.xsd (EX-101.SCH) — 3KB
• tnfa-20250828_lab.xml (EX-101.LAB) — 33KB
• tnfa-20250828_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): August 28, 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 Private Placement On September 2, 2025, TNF Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors"), pursuant to which it agreed to sell to the 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, par value $0.001, with a stated value of $1,000 per share (the "Preferred Stock"), 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 (the "Conversion Price") and (ii) accompanying warrants to purchase up to an aggregate of 1,400,000 shares of Common Stock (the "Warrants"). The shares of Common Stock issuable upon conversion of the Preferred Stock are referred to as the "Conversion Shares". The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Investors has represented to the Company that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Preferred Stock and the Warrants are being offered without any general solicitation by the Company or its representatives. The closing of the Private Placement is expected to occur on September 4, 2025, be $7,000,000. The Company expects to use the net proceeds from the Private Placement for general corporate purposes and working capital. The Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Placement Agents Agreements In connection with the Private Placement, pursuant to an engagement letter (the "GPN Agreement") with GP Nurmenkari Inc. ("GPN"), the Company engaged GPN to act as a non-exclusive placement agent in connection with the Private Placement. Pursuant to the GPN Agreement, the Company agreed to (i) pay GPN a cash fee equal to 4% of the gross proceeds of the Private Placement (including any cash proceeds realized by the Company from the exercise of outstanding warrants of the Company), (ii) reimbursement and paym

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View this 8-K filing on SEC EDGAR