8-K

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 24, 2024

TNFPharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)

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

MyMDPharmaceuticals, 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:

Securities Registered pursuant to Section 12(b) of the Act:

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. ☐

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

TNF Pharmaceuticals, Inc. (the “Company”) held a special meeting of stockholders on July 24, 2024 (the “Special Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from 16,666,666 to 250,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock. Following the Special Meeting, on July 25, 2024, the Company filed the Share Increase Amendment with the Secretary of State of Delaware.

For more information about the Share Increase Amendment, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 1, 2024 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the Share Increase Amendment, a copy of which is filed with this report as Exhibit 3.1.

The Special Meeting was held on July 24, 2024. At the Company’s Special Meeting, holders of the Company’s voting securities with a total aggregate voting power of 1,624,459 votes were present in person or represented by proxy, provided, however, that holders of the Company’s Series F-1 Convertible Preferred Stock, par value $0.001 per share (the “Series F-1 Preferred Stock”) and holders of the of the Company’s Series G Convertible Preferred Stock, par value $0.001 per share (“Series G Preferred Stock”) were not entitled to vote on the Issuance Proposal (as defined below).

As of the close of business on May 24, 2024, the record date for the Special Meeting, there were (i) 2,307,632 shares of Common Stock outstanding and entitled to vote, (ii) 72,992 shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) outstanding and entitled to vote, which were entitled to an aggregate of 36,496 votes, (iii) 5,000 shares of the Company’s Series F Convertible Preferred Stock, par value $0.001 per share (the “Series F Preferred Stock”) outstanding and entitled to vote, which were entitled to an aggregate of 83,042 votes, (iv) 493 shares of the Company’s Series F-1 Preferred Stock outstanding and entitled to vote (other than with respect to the Issuance Proposal (as defined herein)), which were entitled to an aggregate of 218,742 votes, and (iv) 873 shares of the Company’s Series G Preferred Stock outstanding and entitled to vote (other than with respect to the Issuance Proposal), which were entitled to an aggregate of 387,671 votes. The matters described below were submitted to a vote of the holders of the Company’s Common Stock, Series D Preferred Stock, Series F Preferred Stock, Series F-1 Preferred Stock (other than the Issuance Proposal) and Series G Preferred Stock (other than the Issuance Proposal) at the Special Meeting. Each proposal is described in detail in the Proxy Statement.

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

(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.

Exhibit3.1

CERTIFICATEOF AMENDMENT

Of

CERTIFICATEOF INCORPORATION

OF

TNFPharmaceuticals, Inc.

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

[Signaturepage follows.]

[Signaturepage to Certificate of Amendment]

IN WITNESS WHEREOF, TNF Pharmaceuticals, Inc. has caused this Certificate to be duly executed by the undersigned duly authorized officer as of this 25th day of July, 2024.