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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): August 8, 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.) |
TNF
Pharmaceuticals, Inc. |
|
|
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
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 disclosed, on May 20, 2024, TNF Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “SPA”) with certain accredited investors (the “Holders”) pursuant to which it agreed to sell to the Holders
(i) shares of the Company’s Series G Convertible Preferred Stock, with a stated value of $1,000 per share (the “Preferred
Stock”), and (ii) certain warrants to purchase shares of the Company’s common stock, par value $0.001 per share, subject
to adjustment. The terms of the Preferred Stock are as set forth in the Certificate of Designations filed with the Secretary of State
of the State of Delaware (the “Secretary of State”) on May 21, 2024, as amended on June 17, 2024 (the “Certificate
of Designations”).
On
August 8, 2024, the Company entered into an Amendment Agreement (the “Amendment”) with the Required Holders (as defined in
the Certificate of Designations). Pursuant to the Amendment, the Required Holders agreed to amend the Certificate of Designations by
filing a Certificate of Amendment (“Certificate of Amendment”) to the Certificate of Designations with the Secretary of State
to amend the means by which the number of shares of Preferred Stock to be issued for the payment of dividends, if any, “in kind”
in the form of additional shares of Preferred Stock, is determined.
On
August 8, 2024, the Company filed the Certificate of Amendment with the Secretary of State, thereby amending the Certificate of Designations.
The Certificate of Amendment became effective with the Secretary of State upon filing.
The
foregoing descriptions of the Agreement and the Certificate of Amendment are qualified in their entirety by reference to the full text
of each such document, copies of which are filed as Exhibit 10.1 and Exhibit 3.1, respectively, to this Current Report on Form 8-K and
are incorporated by reference herein.
Item
3.03 Material Modification to Rights of Security Holders.
The
matters described in Item 1.01 of this Current Report on Form 8-K related to the Preferred Stock and the Certificate of Amendment are
incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
matters described in Item 1.01 of this Current Report on Form 8-K related to the filing of the Certificate of Amendment is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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:
August 14, 2024 |
By: |
/s/
Joshua Silverman |
|
Name: |
Joshua
Silverman |
|
Title: |
Director |
Exhibit
3.1
Certificate
of Amendment of
Certificate of Designations of
Series G Convertible Preferred Stock of
TNF PHARMACEUTICALS, INC.
Pursuant
to Section 242 of the
Delaware General Corporation Law
This
Certificate of Amendment to the Certificate of Designations of Series G Convertible Preferred Stock (the “Amendment”)
is dated as of August 8, 2024.
WHEREAS,
the board of directors (the “Board”) of TNF Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
pursuant to the authority granted to it by the Company’s Certificate of Incorporation (the “Certificate of Incorporation”)
and Section 151(g) of the Delaware General Corporation Law (the “DGCL”), has previously fixed the rights, preferences,
restrictions and other matters relating to a series of the Company’s preferred stock, consisting of 12,826,273 authorized shares
of preferred stock, classified as Series G Convertible Preferred Stock (the “Preferred Stock”) and the Certificate
of Designations of the Preferred Stock (as amended, the “Certificate of Designations”) was initially filed with the
Secretary of State of the State of Delaware on May 21, 2024, and was amended on June 17, 2024 evidencing such terms;
WHEREAS,
pursuant to Section 31(b) of the Certificate of Designations, the Certificate of Designations or any provision thereof may be amended
by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance with
the DGCL, of at least a majority of the outstanding Preferred Stock (the “Required Holders”), voting separately as
a single class, and with such stockholder approval, if any, as may then be required pursuant to the DGCL and the Certificate of Incorporation;
WHEREAS,
the Required Holders pursuant to the Certificate of Designations have consented, in accordance with the DGCL, on August 8, 2024, to this
Amendment on the terms set forth herein; and
WHEREAS,
the Board has duly adopted resolutions proposing to adopt this Amendment and declaring this Amendment to be advisable and in the best
interest of the Company and its stockholders.
NOW,
THEREFORE, this Amendment has been duly adopted in accordance with Section 242 of the DGCL and has been executed by a duly authorized
officer of the Company as of the date first set forth above to amend the terms of the Certificate of Designations as follows:
1. |
Section
3(a) of the Certificate of Designations is hereby amended and restated to read as follows: |
(a)
From and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”), each holder of a Preferred
Share (each, a “Holder” and collectively, the “Holders”) shall be entitled to receive dividends on the Stated
Value of the Preferred Shares (“Dividends”) at the Dividend Rate computed on the basis of a 360-day year and twelve 30-day
months and shall be payable in arrears monthly on each Dividend Date and shall compound each calendar month. At the Holder’s sole
discretion, dividends may be paid either (i) in cash, from funds legally available therefor, (ii) “in kind” in the form of
additional Preferred Shares (the “PIK Preferred Shares”; and Conversion Shares issuable upon conversion of such PIK Preferred
Shares, the “PIK Conversion Shares”), or (iii) in combination of cash, from funds legally available therefor, and PIK Preferred
Shares; provided, that, for purposes of clauses (ii) and (iii), the number of PIK Preferred Shares payable on such Dividend Date shall
equal the quotient of (A) (i) the amount of the Dividend payable on such Divided Date elected by the Holder to be paid in PIK Preferred
Shares divided by (ii) the arithmetic average of Closing Sale Prices of the shares of Common Stock on the Principal Market for each of
the five (5) Trading Days before the applicable Dividend Payment Date (as defined herein); provided that such price shall not be lower
than the Floor Price, and (B) the Stated Value.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer this 8th day of August, 2024.
TNF
PHARMACEUTICALS, INC. |
|
|
|
By: |
/s/
Mitchell Glass |
|
Name: |
Mitchell Glass |
|
Title:
|
President and Chief Medical Officer |
|
Exhibit
10.1
Amendment
AGREEMENT
This
Amendment Agreement (this “Agreement”), dated as of August 8, 2024, is by and between TNF Pharmaceuticals, Inc., a
Delaware corporation (the “Company”), and the investor listed on the signature page attached hereto (the “Investor”).
WITNESSETH
Whereas,
the Company and the Investor are party to that certain Securities Purchase Agreement, dated as of May 20, 2024 (the “Purchase
Agreement”), pursuant to which the Company issued to the Investors shares of the Company’s Series G Convertible Preferred
Stock, par value $0.001 per share (the “Preferred Stock”), the terms of which are set forth in the Certificate of
Designations of the Preferred Stock (as amended, the “Certificate of Designations”), and warrants (the “Warrants,”
and, together with the Purchase Agreement and the Certificate of Designations, the “Transaction Documents”) to purchase
shares of the Company’s common stock, par value $0.001 per share;
Whereas,
the Investor holds at least a majority of the outstanding shares of Preferred Stock and thereby constitutes the Required Holders; and
WHEREAS,
the Company and the Investor desire to amend certain provisions of the Certificate of Designations.
Now,
therefore, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the parties hereto, intending legally to be bound, hereby agree as follows:
| 1. | Definitions.
Capitalized terms used herein but not otherwise defined herein shall have the respective
meanings given such terms in the Certificate of Designations. |
| | |
| 2. | Amendment
to the Certificate of Designations. The parties hereto hereby agree to amend the terms
of the Preferred Stock as set forth in the Certificate of Designations of the Preferred Stock
in the form attached hereto as Exhibit A (the “Amendment”). Upon
the effectiveness of this Agreement, the Company shall promptly file the Amendment with the
Secretary of State of the State of Delaware and provide a copy thereof to each Investor promptly
after such filing. |
| | |
| 3. | Counterparts;
Facsimile Execution. This Agreement may be executed in one or more counterparts (including
by electronic mail, in PDF or by DocuSign or similar electronic signature), all of which
shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties.
Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes. |
| | |
| 4. | Governing
Law. THIS Agreement SHALL BE SUBJECT TO THE PROVISIONS
REGARDING GOVERNING LAW SET FORTH IN SECTION 9(a) OF THE Purchase AGREEMENT, AND SUCH PROVISIONS
ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. |
| | |
| 5. | Terms
and Conditions of the Transaction Documents. Except as modified and amended herein, all
of the terms and conditions of the Transaction Documents shall remain in full force and effect. |
[Signature
pages follow immediately.]
[Company
Signature Page to Amendment Agreement]
In
witness whereof, the undersigned has executed and delivered
this Agreement as of the date first above written.
|
Company: |
|
|
|
|
TNF
Pharmaceuticals, Inc. |
|
|
|
By: |
|
|
Name:
|
|
|
Title: |
|
[Investor
Signature Page to Amendment Agreement]
In
witness whereof, the undersigned has executed and delivered
this Agreement as of the date first above written.
|
Name
of Investor: |
|
|
|
|
By: |
|
|
Name of signatory: |
|
Title: |
|
Exhibit
A
Form
of Amendment to Certificate of Designations
v3.24.2.u1
Cover
|
Aug. 08, 2024 |
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--12-31
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TNF Pharmaceuticals (NASDAQ:TNFA)
過去 株価チャート
から 7 2024 まで 8 2024
TNF Pharmaceuticals (NASDAQ:TNFA)
過去 株価チャート
から 8 2023 まで 8 2024