Form 8-K - Current report

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): July 22, 2024

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.)

855 N. Wolfe Street, Suite 623
Baltimore, MD		21205
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (856) 848-8698

MyMD Pharmaceuticals, Inc.

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

On July 22, 2024, TNF Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “MyMD Pharmaceuticals, Inc.” to “TNF Pharmaceuticals, Inc.”, effective as of July 22, 2024 (the “Name Change”). In addition, effective before the open of market trading on July 24, 2024, the Company’s common stock ceased trading under the ticker symbol “MYMD” and began trading on the Nasdaq Stock Market under the ticker symbol “TNFA” (“Symbol Change”).

The Name Change does not affect the rights of the Company’s security holders. There will be no change to the Company’s CUSIP in connection with the Name Change.

Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve or effect the Certificate of Amendment. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On July 22, 2024, the Company issued a press release announcing the Name Change. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.

On July 24, 2024, the Company issued a press release announcing the Symbol Change. A copy of the press release is furnished hereto as Exhibit 99.2 and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment of Certificate of Incorporation of TNF Pharmaceuticals, Inc.
99.1		Press Release, dated July 22, 2024.
99.2		Press Release, dated July 24, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 26, 2024	By:	/s/ Joshua Silverman
	Name:	Joshua Silverman
	Title:	Director

Exhibit 3.1

Certificate of Amendment
of
Certificate of Incorporation
of
MYMD PHARMACEUTICALS, INC.

MyMD Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) hereby certifies:

	1.	The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on October 19, 2023 (the “Certificate of Incorporation”).

	2.	The Certificate of Incorporation was corrected by the Certificate of Correction thereto, filed with the Secretary of State of Delaware on March 25, 2024.

	3.	Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed amendment to the Certificate of Incorporation.

	4.	Article I of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

“The name of the corporation is TNF Pharmaceuticals, Inc. (hereinafter referred to as the “Corporation”).

	5.	The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

	6.	The effective date of this Certificate of Amendment to the Certificate of Incorporation shall be July 22, 2024.

[Signature page follows.]

IN WITNESS WHEREOF, said corporation has caused this Certificate of Amendment to be executed this 22nd day of July, 2024.

	MyMD Pharmaceuticals, Inc.

	By:	/s/ Mitchell Glass
	Name:	Mitchell Glass, M.D.
	Title:	President and Chief Medical Officer

Exhibit 99.1

MyMD Pharmaceuticals Announces Corporate Rebranding to New Name TNF Pharmaceuticals, Inc.

New name represents therapeutic focus on inhibiting TNF-alpha to regulate the immuno-metabolic system

Company plans mid-stage clinical trials of TNF-alpha inhibitor drug MYMD-1® following statistically significant Phase 2 studies

TNF Pharmaceuticals will begin trading on Nasdaq under the new trading symbol “TNFA” effective July 24, 2024

BALTIMORE — July 22, 2024 — TNF Pharmaceuticals, Inc., formerly MyMD Pharmaceuticals, Inc. (Nasdaq: MYMD) (the “Company”), a clinical stage biopharmaceutical company committed to developing novel therapies for age-related diseases and autoimmune and inflammatory conditions, today announced a rebranding to the new name “TNF Pharmaceuticals, Inc.,” effective today. The Company’s common stock, listed on the Nasdaq Capital Market, will begin trading under the new stock symbol “TNFA,” effective before the market open on Wednesday, July 24, 2024.

“Our new name, TNF Pharmaceuticals, is more closely aligned with our scientific focus on TNF-alpha, a protein in the body that plays a key role in inflammation and autoimmunity,” said the Company’s President and Chief Medical Officer Mitchell Glass, M.D. “Excess TNF-α in the blood or tissue can lead to diseases and disorders marked by acute or chronic inflammation, including age-related disorders. Our lead clinical candidate, MYMD-1®, blocks the activity of excess TNF-alpha which supports restoration of control and regulation of the immune system.”

MYMD-1 is a novel, orally dosed TNF-alpha (TNF-α) inhibitor drug for treating multiple conditions related to immune-metabolic dysregulation. A successful and statistically significant small Phase 2 study was completed in 2023, evaluating the safety and efficacy of MYMD-1 as a treatment for sarcopenia, the progressive loss of muscle mass and strength associated with aging.

“We are moving forward with mid-stage clinical trials of MYMD-1 in sarcopenia based on positive clinical data from our Phase 2 trial and previous research findings,” Dr. Glass continued. “We believe MYMD-1 could become a transformative treatment for TNF-alpha-based autoimmune and inflammatory diseases including age-related conditions.”

MYMD-1 is distinguished from currently marketed TNF-α blockers in multiple ways. It is a first-in-class oral treatment shown to reduce TNF-α and inflammation without infusion or injection. The drug’s ease of oral dosing is a strong advantage over currently available TNF-α blockers, none of which are dosed orally. Unlike systemic therapies, our oral TNF alpha inhibitor can be dose adjusted acutely and chronically for maximal safety and efficacy depending on the patient’s need.

TNF Pharmaceuticals retains the registered trademark MYMD-1® for its lead drug program. The Company’s new Investors website address is ir.tnfpharma.com.

About TNF Pharmaceuticals, Inc.

TNF Pharmaceuticals, Inc., formerly known as MyMD Pharmaceuticals, Inc., a clinical stage pharmaceutical company committed to extending healthy lifespan, is focused on developing two novel therapeutic platforms that treat the causes of disease rather than only addressing the symptoms. MYMD-1® is a drug platform based on a clinical stage small molecule that regulates the immune system to control TNF-α, which drives chronic inflammation, and other pro-inflammatory cell signaling cytokines. MYMD-1 is being developed to treat diseases and disorders marked by acute or chronic inflammation. The Company’s second drug platform, Supera-CBD, is being developed to treat chronic pain, addiction and epilepsy. Supera-CBD is a novel synthetic derivative of cannabidiol (CBD) and is being developed to address and improve upon the rapidly growing CBD market, which includes both FDA approved drugs and CBD products not currently regulated as drugs.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and neither the Company nor its affiliates assume any duty to update forward-looking statements. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “may,” “plan,” “will,” “would’’ and other similar expressions are intended to identify these forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation: the Company’s ability to maintain compliance with the Nasdaq Stock Market’s listing standards; the timing of, and the Company’s ability to, obtain and maintain regulatory approvals for clinical trials of the Company’s pharmaceutical candidates; the timing and results of the Company’s planned clinical trials for its pharmaceutical candidates; the amount of funds the Company requires for its pharmaceutical candidates; increased levels of competition; changes in political, economic or regulatory conditions generally and in the markets in which the Company operates; the Company’s ability to retain and attract senior management and other key employees; the Company’s ability to quickly and effectively respond to new technological developments; and the Company’s ability to protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the Company’s proprietary rights. A discussion of these and other factors with respect to the Company is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed by the Company on April 1, 2024, and subsequent reports that the Company files with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Robert Schatz
(646) 421-9523
rschatz@tnfpharma.com

Exhibit 99.2

TNF Pharmaceuticals (Formerly MyMD Pharmaceuticals) Begins Trading Under New Nasdaq Stock Symbol “TNFA” Effective Before Market Open Today

New name and stock symbol represents therapeutic focus on inhibiting TNF-alpha to regulate the immuno-metabolic system

BALTIMORE — July 24, 2024 — TNF Pharmaceuticals, Inc. (Nasdaq: TNFA) (formerly MyMD Pharmaceuticals, Inc.) (the “Company”), a clinical stage biopharmaceutical company committed to developing novel therapies for age-related diseases and autoimmune and inflammatory conditions, today announced that its common stock, listed on the Nasdaq Capital Market, begins trading under the new ticker symbol, “TNFA,” effective before the market open today, July 24, 2024.

The new trading symbol “TNFA” replaces the Company’s previous trading symbol “MYMD” and coincides with the Company’s previously announced corporate name change to TNF Pharmaceuticals, Inc. The new corporate identity more accurately aligns with the Company’s scientific focus on TNF-alpha (TNF-alpha tumor necrosis factor-alpha, or TNF-α), a protein in the body that plays a key role in inflammation and autoimmunity. The Company’s lead clinical candidate, MYMD-1®, blocks the activity of excess TNF-α, which supports restoration of control and regulation of the immune system.

“Our Company’s new name and stock identity comes at an important time in our clinical development of MYMD-1, illuminating both our core science and our clinical candidate’s strong potential to be the first TNF-α inhibitor in this indication,” said the Company’s President, Chief Medical Officer and Director, Mitchell Glass, M.D.

Effective today, all stock trading, Securities and Exchange Commission filings and market-related information will be reported under the new trading symbol “TNFA.” The CUSIP for the Company’s common stock is unchanged. There is no action required by the Company’s current stockholders with respect to the trading symbol change.

About TNF Pharmaceuticals, Inc.

TNF Pharmaceuticals, Inc. (Nasdaq: TNFA), formerly known as MyMD Pharmaceuticals, Inc. (Nasdaq: MYMD), a clinical stage pharmaceutical company committed to extending healthy lifespan, is focused on developing two novel therapeutic platforms that treat the causes of disease rather than only addressing the symptoms. MYMD-1® is a drug platform based on a clinical stage small molecule that regulates the immune system to control TNF-α, which drives chronic inflammation, and other pro-inflammatory cell signaling cytokines. MYMD-1 is being developed to treat diseases and disorders marked by acute or chronic inflammation. The Company’s second drug platform, Supera-CBD, is being developed to treat chronic pain, addiction and epilepsy. Supera-CBD is a novel synthetic derivative of cannabidiol (CBD) and is being developed to address and improve upon the rapidly growing CBD market, which includes both FDA approved drugs and CBD products not currently regulated as drugs. For more information, visit www.tnfpharma.com.

Cautionary Statement Regarding Forward-Looking Statements

Investor Contact:

Robert Schatz
(646) 421-9523
rschatz@tnfpharma.com
www.tnfpharma.com

Cover	Jul. 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 22, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-36268
Entity Registrant Name	TNF Pharmaceuticals, Inc.
Entity Central Index Key	0001321834
Entity Tax Identification Number	22-2983783
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	855 N. Wolfe Street
Entity Address, Address Line Two	Suite 623
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21205
City Area Code	(856)
Local Phone Number	848-8698
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	TNFA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	MyMD Pharmaceuticals, Inc.