Q/C Technologies, Inc 10-Q for FY2024 Q3

Q/C Technologies, Inc. (QCLS)

10-Q 2024-11-14 For: 2024-09-30

Added on April 08, 2026

About this 10-Q

Q/C Technologies, Inc filed this 10-Q on November 14, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $1.93M; compared with net income of $4.04M a year earlier
Diluted EPS: -$1.11; compared with $0.37 a year earlier

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Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
Shares of Common Stock, par value $0.001 per share		TNFA		The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61

Item 4.	Controls and Procedures	61

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	62

Item 1A.	Risk Factors	62

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3.	Defaults Upon Senior Securities	63

Item 4.	Mine Safety Disclosures	63

Item 5.	Other Information	64

Item 6.	Exhibits	64

Signatures		65

	September 30, 2024			December 31, 2023
	As of
	September 30, 2024			December 31, 2023
ASSETS
Current Assets
Cash	$	1,192,351		$	2,681,010
Marketable Securities		9,449,483			2,242,106
Prepaid expenses		1,385,101			893,226

Total Current Assets		12,026,935			5,816,342

Non-Current Assets
Lease Right-of-Use		18,285			47,389
Goodwill		10,498,539			10,498,539
Investment in Oravax Medical		1,500,000			1,500,000

Total Non-Current Assets		12,016,824			12,045,928

Total Assets	$	24,043,759		$	17,862,270

LIABILITIES
Current Liabilities
Trade and Other Payables	$	4,160,337		$	3,716,218
Due to MyMD FL Shareholders		29,982			29,982
Lease Liability		18,285			48,870
Dividends Payable		1.498.119			265,019
Derivative Liability		1,282,000			61,000
Warrant Liability		-			867,000

Total Current Liabilities		6,988,723			4,988,089

Non-Current Liabilities
Deferred Compensation Payable, net of current		-			100,538

Total Non-Current Liabilities		-			100,538

Total Liabilities		6,988,723			5,088,627

Commitments and Contingencies		-			-

Mezzanine Equity
Series F Convertible Preferred Stock, 15,000 shares designated, par value $0.001 and a stated value of $1,000 per share, 4,562 and 6,633 shares issued and outstanding as of September 30, 2024 and December 31, 2023. Liquidation preference of $4,675,000 plus dividends at 10% per annum of $989,406 as of September 30, 2024		4,467,229			6,500,278
Series F Convertible Preferred Stock – Discount		(3,231,402	)		(4,702,023	)
Series F Convertible Preferred Stock – Derivative		(958,134	)		(1,394,184	)
Series F-1 Convertible Preferred Stock, 5,050 shares designated, par value $0.001 and a stated value of $1,000 per share, 5,050 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023. Liquidation preference of $5,050,000 plus dividends at 10% per annum of $183,500 as of September 30, 2024		5,050,000			-
Series F-1 Convertible Preferred Stock – Discount		(5,050,000	)		-
Series G Convertible Preferred Stock, 12,826,273 shares designated, par value $0.001 and a stated value of $1,000 per share, 8,950 and 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023. Liquidation preference of $8,950,000 plus dividends at 10% per annum of $325,213 as of September 30, 2024		8,950,000			-
Preferred Stock value		8,950,000			-
Series G Convertible Preferred Stock – Discount		(8,950,000	)		-
Series Convertible Preferred Stock – Discount		(8,950,000	)		-

Total Mezzanine Equity		277,693			404,071

STOCKHOLDERS’ EQUITY
Preferred Stock, par value $0.001, 50,000,000 total preferred shares authorized
Series D Convertible Preferred Stock, 211,353 shares designated, $0.001 par value and a stated value of $0.01 per share, 72,992 shares issued and outstanding as of September 30, 2024 and December 31, 2023		144,524			144,524
Preferred stock, value		144,524			144,524
Common Stock, par value $0.001, 250,000,000 shares authorized, 2,472,048 and 2,018,857 shares issued and outstanding as of September 30, 2024 and December 31, 2023		2,472			2,019
Additional Paid in Capital		142,632,753			114,200,096
Accumulated Deficit		(126,002,406	)		(101,977,067	)

Total Stockholders’ Equity		16,777,343			12,369,572

Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	$	24,043,759		$	17,862,270

	2024			2023			2024			2023
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Product Revenue	$	-		$	-		$	-		$	-
Product Cost of Sales		-			-			-			-
Gross Income		-			-			-			-

General and Administrative Expenses		1,104,130			1,334,690			3,192,762			4,202,594
Research and Development Expenses		707,747			1,912,322			2,307,789			4,907,196
Stock Based Compensation Expenses		13,762			595,576			970,754			2,341,915
Series F Warrant Issuance Expenses		-			-			-			762,834
Series F-1 Warrant Issuance Expenses		-			-			539,097			-
Series G Warrant Issuance Expenses		-			-			969,505			-

Loss from Operations		(1,825,639	)		(3,842,588	)		(7,979,907	)		(12,214,539	)

Other (Income) Expenses
Interest and Dividend Income		(163,951	)		(139,056	)		(203,405	)		(339,731	)
(Gain)/Loss on Sale of Marketable Securities		(551	)		500			(651	)		714
Change in fair value of Marketable Securities		(4,746	)		(2,324	)		(3,771	)		371
Change in fair value of Derivatives Liabilities		356,000			(2,566,900	)		367,000			(2,251,700	)
Change in fair value of Warrant Liabilities		17,000			(5,356,000	)		4,410,000			(8,166,000	)
Loss on issuance of Series F-1 Convertible Preferred Stock		-			-			3,737,000			-
Loss on issuance of Series G Convertible Preferred Stock		-			-			5,109,000			-
Casualty Loss/(Gain)		(100,000	)		178,198			(100,000	)		178,198

Total Other (Income)/Expense		103,752			(7,885,582	)		13,315,173			(10,578,148	)

Income/(Loss) Before Income Tax		(1,929,391	)		4,042,994			(21,295,080	)		(1,636,391	)

Income Tax Benefit/(Provision)		-			-			-			-

Net Income/(Loss)	$	(1,929,391	)	$	4,042,994		$	(21,295,080	)	$	(1,636,391	)

Preferred Stock Dividends		751,052			1,158,051			2,730,259			1,690,180

Net Income/(Loss) Attributable to Common Stockholders	$	(2,680,443	)	$	2,884,943		$	(24,025,339	)	$	(3,326,571	)

Basic net income/(loss) per common share	$	(1.11	)	$	1.84		$	(10.49	)	$	(2.28	)
Diluted net income/(loss) per common share	$	(1.11	)	$	0.37		$	(10.49	)	$	(2.28	)

Weighted average basic common stock outstanding		2,415,089			1,564,275			2,290,962			1,456,327
Weighted average diluted common stock outstanding		2,415,089			7,818,886			2,290,962			1,456,327


																			Common Stock
	Series F Convertible Preferred Stock						Series F-1 Convertible Preferred Stock				Series G Convertible Preferred Stock				Series D Convertible Preferred Stock						Common Stock Par Value		Additional Paid			Accumulated			Total
	Shares			Series F			Shares		Series F		Shares		Series F		Shares		Series D		Shares		$0.001		In Capital			Deficit			Equity
Balance at December 31, 2023		6,633		$	404,071			-	$	-		-	$	-		72,992	$	144,524		2,018,857	$	2,019	$	114,200,096		$	(101,977,067	)	$	12,369,572
Net loss		-			-			-		-		-		-		-		-		-		-		-			(9,800,041	)		(9,800,041	)
Issuance of common stock for vested restricted stock units		-			-			-		-		-		-		-		-		908		1		(1	)		-			-
Redemption of 383 shares of Series F Convertible Preferred Stock, January 1, 2024 installment of $1,429,871 paid with cash and common stock		(383	)		(23,699	)		-		-		-		-		-		-		-		-		-			-			-
Redemption of shares of Series F Convertible Preferred Stock with cash and common stock		(383	)		(23,699	)		-		-		-		-		-		-		-		-		-			-			-
Accelerated Conversion of 438 shares of Series F Convertible Preferred Stock		(438	)		(26,300	)		-		-		-		-		-		-		131,200		131		88,357			-			88,488
Accelerated Conversion of shares of Series F Convertible Preferred Stock		(438	)		(26,300	)		-		-		-		-		-		-		131,200		131		88,357			-			88,488
Redemption of 812 shares of Series F Convertible Preferred Stock, February 1, 2024 installment of $1,429,871 paid with cash and common stock		(812	)		(49,773	)		-		-		-		-		-		-		-		-		-			-			-
Redemption of shares of Series F Convertible Preferred Stock, with cash and common stock		(812	)		(49,773	)		-		-		-		-		-		-		-		-		-			-			-
Accelerated Conversion of 12 shares of Series F Convertible Preferred Stock		(12	)		(914	)		-		-		-		-		-		-		6,667		7		3,068			-			3,075
Accelerated Conversion of shares of Series F Convertible Preferred Stock, One		(12	)		(914	)		-		-		-		-		-		-		6,667		7		3,068			-			3,075
Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-		-		-		-			(1,201,867	)		(1,201,867	)
Reclass of warrant liability upon warrant modification		-			-			-		-		-		-		-		-		-		-		7,961,000						7,961,000
Stock based compensation - stock options		-			-			-		-		-		-		-		-		-		-		517,365			-			517,365

Balance at March 31, 2024		4,988		$	303,385			-	$	-		-	$	-		72,992	$	144,524		2,157,632	$	2,158	$	122,769,885		$	(112,978,975	)	$	9,937,592
Net loss		-			-			-		-		-		-		-		-		-		-		-			(9,565,648	)		(9,565,648	)
Issuance of 5,050 shares of Series F-1 Convertible Preferred Stock, net of discount and offering costs of $35,252		-			-			5,050		-		-		-		-		-		-		-		-			-			-
Issuance of shares of Series F-1 Convertible Preferred Stock, net of discount and offering costs		-			-			5,050		-		-		-		-		-		-		-		-			-			-
Issuance of 8,950 shares of Series G Convertible Preferred Stock, net of discount and offering costs of $48,559		-			-			-		-		8,950		-		-		-		-		-		-			-			-
Issuance of shares of Series G Convertible Preferred Stock, net of discount and offering costs		-			-			-		-		8,950		-		-		-		-		-		-			-			-
Accelerated Conversion of 225 shares of Series F Convertible Preferred Stock		(225	)		(13,578	)		-		-		-		-		-		-		150,000		150		45,530			-			45,680
Accelerated Conversion of shares of Series F Convertible Preferred Stock		(225	)		(13,578	)		-		-		-		-		-		-		150,000		150		45,530			-			45,680
Accelerated Conversion of 88 shares of Series F Convertible Preferred Stock		(88	)		(5,319	)		-		-		-		-		-		-		62,791		62		17,832			-			17,894
Accelerated Conversion of shares of Series F Convertible Preferred Stock, Two		(88	)		(5,319	)		-		-		-		-		-		-		62,791		62		17,832			-			17,894
Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-		-		-		-			(777,340	)		(777,340	)
Stock based compensation - stock options		-			-			-		-		-		-		-		-		-		-		439,627			-			439,627

Balance at June 30, 2024		4,675		$	284,488			5,050	$	-		8,950	$	-		72,992	$	144,524		2,370,423	$	2,370	$	123,272,874		$	(123,321,963	)	$	97,805
Net loss		-			-			-		-		-		-		-		-		-		-		-			1,929,391	)		(1,929,391	)
Accelerated Conversion of 113 shares of Series F Convertible Preferred Stock		(113	)		(6,795	)		-		-		-		-		-				101,625		102		38,117			-			38,219
Accelerated Conversion of shares of Series F Convertible Preferred Stock		(113)			(6,795)			-		-		-		-		-				101,625		102		38,117			-			38,219
Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-		-		-		-			(751,052	)		(751,052	)
Reclass of warrant liability upon warrant modification		-			-			-		-		-		-		-		-		-		-		19,308,000						19,308,000
Stock based compensation - stock options		-			-			-		-		-		-		-		-		-		-		13,762			-			13,762

Balance at September 30, 2024		4,562		$	277,693			5,050	$	-		8,950	$	-		72,992	$	144,524		2,472,048	$	2,472	$	142,632,753		$	(126,002,406	)	$	16,777,343

	Series F						Series F-1				Series G				Series D				Common Stock
	Convertible Preferred						Convertible Preferred				Convertible Preferred				Convertible Preferred						Common Stock		Additional
	Stock						Stock				Stock				Stock						Par Value		Paid In			Accumulated			Total
	Shares			Series F			Shares		Series F-1		Shares		Series G		Shares		Series D		Shares		$0.001		Capital			Deficit			Equity
Balance at December 31, 2022		-		$	-			-	$	-		-	$	-		72,992	$	144,524		1,315,674	$	1,316	$	108,308,120		$	(93,758,904	)	$	14,695,056
Net loss		-			-			-		-		-		-		-		-		-		-		-			(1,511,732	)		(1,511,732	)
Round-up shares from the 1-for-30 reverse split effective February 23, 2024		-			-			-		-		-		-		-		-		65,960		66		(66	)		-			-
Round-up shares from the reverse split		-			-			-		-		-		-		-		-		65,960		66		(66	)		-			-
Issuance of 15,000 shares of Series F Convertible Preferred Stock, net of discount and offering costs of $14,087,111		15,000			912,889			-		-		-		-		-		-		-		-		-			-			-
Issuance of shares of Series F Convertible Preferred Stock, net of discount and offering costs		15,000			912,889			-		-		-		-		-		-		-		-		-			-			-
Series F Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-		-		-		-			(158,333	)		(158,333	)
Stock Based Compensation - Stock Options		-			-			-		-		-		-		-		-		-		-		69,068			-			69,068
																														-
Balance at March 31, 2023		15,000		$	912,889			-	$	-		-	$	-		72,992	$	144,524		1,381,634	$	1,382	$	108,377,122		$	(95,428,969	)	$	13,094,059
Net loss		-			-			-		-		-		-		-		-		-	$	-	$	-			(4,167,653	)		(4,167,653	)
Conversion of 1,250 shares of Series F Convertible Preferred Stock, July 1, 2023 installment of $1,429,871 paid with common stock		(1,250	)		(76,074	)		-		-		-		-		-		-		39,587		40		255,905			-			255,945
Conversion of shares of Series F Convertible Preferred Stock		(1,250	)		(76,074	)		-		-		-		-		-		-		39,587		40		255,905			-			255,945
Conversion of 1,250 shares of Series F Convertible Preferred Stock, August 1, 2023 installment of $1,429,871 paid with common stock		(1,250	)		(76,073	)		-		-		-		-		-		-		38,688		39		255,905			-			255,944
Conversion of shares of Series F Convertible Preferred Stock, Two		(1,250	)		(76,073	)		-		-		-		-		-		-		38,688		39		255,905			-			255,944
Series F Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-									(373,796	)		(373,796	)
Issuance of common stock for vested restricted stock units		-			-			-		-		-		-		-		-		2,460		2		(2	)		-			-
Exercise of prepaid equity forward contract		-			-			-		-		-		-		-		-		4,505		4		(4	)		-			-
Stock based compensation - stock options		-			-			-		-		-		-		-		-						1,677,271			-			1,677,271

Balance at June 30, 2023		12,500		$	760,742			-	$	-		-	$	-		72,992	$	144,524		1,466,874	$	1,467	$	110,566,197		$	(99,970,418	)	$	10,741,770
Balance		12,500		$	760,742			-	$	-		-	$	-		72,992	$	144,524		1,466,874	$	1,467	$	110,566,197		$	(99,970,418	)	$	10,741,770
Net profit		-			-			-		-		-		-		-		-		-		-		-			4,042,994			4,042,994
Conversion of 1,250 shares of Series F Convertible Preferred Stock, September 1, 2023 installment of $1,429,871 paid with common stock		(1,250	)		(76,074	)		-		-		-		-		-		-		67,732		68		255,877			-			255,945
Conversion of shares of Series F Convertible Preferred Stock		(1,250	)		(76,074	)		-		-		-		-		-		-		67,732		68		255,877			-			255,945
Conversion of 1,250 shares of Series F Convertible Preferred Stock, October 1, 2023 installment of $1,429,871 paid with common stock		(1,187	)		(63,659	)		-		-		-		-		-		-		58,450		58		214,118			-			214,176
Conversion of shares of Series F Convertible Preferred Stock, One		(1,187	)		(63,659	)		-		-		-		-		-		-		58,450		58		214,118			-			214,176
Accelerated Conversion of 204 shares of Series F Convertible Preferred Stock		(204	)		(12,416	)		-		-		-		-		-		-		10,550		10		41,759			-			41,769
Accelerated Conversion of shares of Series F Convertible Preferred Stock		(204	)		(12,416	)		-		-		-		-		-		-		10,550		10		41,759			-			41,769
Deemed Dividend for the true-up of the August 1, 2023 installment for the Series F Convertible Preferred Stock paid with common stock		-			-			-		-		-		-		-		-		29,045		29		766,474			(766,503	)		-
Deemed Dividend for the true-up of installment for the Series F Convertible Preferred Stock paid with common stock		-			-			-		-		-		-		-		-		29,045		29		766,474			(766,503	)		-
Series F Convertible Preferred Stock Dividend		-			-			-		-		-		-		-		-		-		-		-			(391,548	)		(391,548	)
Stock based compensation - stock options		-			-			-		-		-		-		-		-		-		-		595,576			-			595,576

Balance at September 30, 2023		9,859		$	608,593			-	$	-		-	$	-		72,992	$	144,524		1,632,651	$	1,632	$	112,440,001		$	(97,085,475	)	$	15,500,682
Balance		9,859		$	608,593			-	$	-		-	$	-		72,992	$	144,524		1,632,651	$	1,632	$	112,440,001		$	(97,085,475	)	$	15,500,682

	Level 1	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access.

	Level 2	Inputs to the valuation methodology include:

	●	quoted prices for similar assets or liabilities in active markets;
	●	quoted prices for identical or similar assets or liabilities in inactive markets;
	●	inputs other than quoted prices that are observable for the asset or liability;
	●	inputs that are derived principally from or corroborated by observable market data by correlation or other means

		If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

	Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Marketable securities at September 30, 2024	$	9,449,483	$	-	$	-

Marketable securities at December 31, 2023	$	2,242,106	$	-	$	-

Description	Level		September 30,2024
Liabilities:
Warrant liabilities (Note 1)		3	$	-
Derivative liabilities (Note 1)		3	$	1,282,000

Balance on December 31, 2023	$	867,000
Issuance of warrants reported at fair value		21,992,000
Change in fair value of warrant liabilities		4,410,000
Reclassification of warrant liability to equity upon warrant modification		(27,269,000	)
Balance on September 30, 2024	$	-

Balance on December 31, 2023	$	61,000
Issuance of convertible preferred stock with derivative liabilities		854,000
Change in fair value of derivative liabilities		367,000
Balance on September 30, 2024	$	1,282,000

	a)	Representation on the Board of Directors
	b)	Participation in policy-making processes
	c)	Material intra-entity transactions
	d)	Interchange of management personnel
	e)	Technological dependencies
	f)	Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small.

		Useful Life
		(in years)
Plant and equipment		5-12
Furniture and fixtures		5-10
Computer equipment & software		3-5
Leasehold Improvements		Shorter of the remaining lease or estimated useful life

Balance Sheet Location	Lease		Lease		Lease		Total		Lease		Lease		Total
	As of September 30, 2024								As of December 31, 2023
	Platt Street		2021 Baltimore		2024 Baltimore				Platt Street		2021 Baltimore
Balance Sheet Location	Lease		Lease		Lease		Total		Lease		Lease		Total
Operating Lease
Lease Right of Use	$	-	$	-	$	18,285	$	18,285	$	-	$	47,389	$	47,389
Lease Payable, current		-		-		18,285		18,285		-		48,870		48,870
Lease Payable - net of current		-		-		-		-		-		-		-

	Platt Street			2021 Baltimore			2024 Baltimore
Other Information	Lease			Lease			Lease			Total
Operating Leases
Operating cash used	$	-		$	18,672		$	13,500		$	32,172
Average remaining lease term		-			-			7			7
Average discount rate		10.0	%		10.0	%		10.0	%		10.0	%

	Platt Street		2021 Baltimore		2024 Baltimore
	Lease		Lease		Lease		Total
For Years Ending December 31,
2024		-		-	$	8,100	$	8,100
2025		-		-		10,800		10,800
Total future minimum lease payments, undiscounted	$	-	$	-	$	18,900	$	18,900
Less: Imputed interest		-		-		615		615
Present value of future minimum lease payments	$	-	$	-	$	18,285	$	18,285

	1)	Identify the contract with the customer
	2)	Identify the performance obligations in the contract
	3)	Determine the transaction price
	4)	Allocate the transaction price to the performance obligations in the contract
	5)	Recognize revenue when the company satisfies a performance obligation

	2024		2023
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Stock Options		86,061		45,619		86,061		47,286
Unvested Restricted Stock Units		48,334		93,169		48,334		93,169
Warrants to purchase Common Stock		23,895,139		216,718		23,895,139		4,933,622
Series C Convertible Preferred Stock Warrants		918		918		918		918
Series D Convertible Preferred Stock		1,217		1,217		1,217		1,217
Series F Convertible Preferred Stock		2,512,115		-		2,512,115		3,100,315
Series F-1 Convertible Preferred Stock		2,780,837		-		2,780,837		-
Series G Convertible Preferred Stock		4,928,414		-		4,926,244		-
Total potentially dilutive shares		34,253,035		357,641		34,250,865		8,176,527

	September 30, 2024		December 31, 2023

Accounts Payable – Trade	$	3,705,127	$	3,079,080
Accrued Expenses		455,210		637,138
Trade and other payables, Total	$	4,160,337	$	3,716,218

								Weighted
								Average
				Weighted		Weighted		Remaining
				Average		Average		Contractual		Aggregate
	Number of			Exercise		Grant Date		Term		Intrinsic
	Shares			Price		Fair Value		(years)		Value
Balance at December 31, 2023		139,840		$	46.09	$	42.34		8.17	$	-
Granted		-			-		-		-		-
Exercised		-			-		-		-		-
Forfeited		(39,168	)		32.50		30.54		8.62		-
Canceled/Expired		-			-		-		-		-
Balance at September 30, 2024		100,672		$	51.38	$	46.92		6.95	$	-
Exercisable as of September 30, 2024		86,061		$	51.65	$	46.89		6.66	$	-

	●	One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period.

	●	One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period.

	●	The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the Common Stock equals or exceeds $150.00 during such trading day period.

	●	In the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause or due to the participant’s death or total and permanent disability, then all unvested units shall become vested units immediately upon the occurrence of such event.

	●	fluctuation and volatility in market price of our Common Stock due to market and industry factors, as well as general economic, political and market conditions;

	●	the impact of dilution on our stockholders;

	●	our ability to realize the intended benefits of the Merger (as defined below) and the Contribution Agreement (as defined below);

	●	holders of our Series F Preferred Shares (as defined herein), Series F-1 Preferred Shares (as defined herein) and Series G Preferred Shares (as defined herein) are entitled to certain payments that may be paid in cash or in shares of Common Stock, as applicable and depending on the circumstances, if we make these payments in cash, we may be required to expend a substantial portion of our cash resources, and if we make these payments in Common Stock, it may result in substantial dilution to the holders of our Common Stock;

	●	the certificate of designations for each of the Series D Convertible Preferred Stock, Series F Preferred Shares, Series F-1 Preferred Shares and Series G Preferred Shares and the warrants issued concurrently therewith, as applicable, contain anti-dilution provisions and other adjustment provisions that have resulted in the reduction of the conversion price of such preferred stock and the exercise price of such warrants and may do so again in the future. These features may increase the number of shares of common stock issuable upon conversion of such preferred stock or upon the exercise of the warrants;

	●	the impact of our ability to realize the anticipated tax impact of the Merger;

	●	the outcome of litigation or other proceedings we may become subject to in the future;

	●	delisting of our Common Stock from the Nasdaq;

	●	our availability and ability to continue to obtain sufficient funding to conduct planned research and development efforts and realize potential profits;

	●	our ability to develop and commercialize our product candidates, including MYMD-1, Supera-CBD and other future product candidates;

	●	the impact of the complexity of the regulatory landscape on our ability to seek and obtain regulatory approval for our product candidates, both within and outside of the U.S.;

	●	the required investment of substantial time, resources and effort for successful clinical development and marketization of our product candidates;

	●	challenges we may face with maintaining regulatory approval, if achieved;

	●	the potential impact of changes in the legal and regulatory landscape, both within and outside of the U.S.;

	●	the impact of COVID-19 and potential future pandemics on the administration, funding and policies of regulatory authorities, both within and outside of the U.S.;

	●	our dependence on third parties to conduct pre-clinical and clinical trials and manufacture its product candidates;

	●	the impact of COVID-19 and potential future pandemics on our results of operations, business plan and the global economy;

	●	challenges we may face with respect to our product candidates achieving market acceptance by providers, patients, patient advocacy groups, third party payors and the general medical community;

	●	the impact of pricing, insurance coverage and reimbursement status of our product candidates;

	●	emerging competition and rapidly advancing technology in our industry;

	●	our ability to obtain, maintain and protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on its proprietary rights;

	●	our ability to maintain adequate cyber security and information systems;

	●	our ability to achieve the expected benefits and costs of the transactions related to the acquisition of Supera Pharmaceuticals, Inc. (“Supera”);

	●	our ability to effectively execute and deliver our plans related to commercialization, marketing and manufacturing capabilities and strategy;

	●	our ability to obtain adequate financing in the future on reasonable terms, as and when we need it;

	●	challenges we may face in identifying, acquiring and operating new business opportunities;

	●	our ability to retain and attract senior management and other key employees;

	●	our ability to quickly and effectively respond to new technological developments;

	●	changes in political, economic or regulatory conditions generally and in the markets in which we operate; and

	●	our compliance with all laws, rules, and regulations applicable to our business.

	●	MYMD-1 is a clinical stage small molecule that is being developed to treat age-related illnesses such as frailty and sarcopenia. MYMD-1 works by regulating the release of numerous pro-inflammatory cytokines, such as TNF-α, interleukin 6 (“IL-6”) and interleukin 17 (“IL-17”). MYMD-1 currently is being evaluated in patients with sarcopenia (age-related muscle loss). By regulating the immunometabolic system, MYMD-1 can also treat autoimmune disease, including (but not limited to) multiple sclerosis, diabetes, rheumatoid arthritis, and inflammatory bowel disease. The Company has significant intellectual property coverage to protect these autoimmune indications, as well as therapy as an anti-aging product;

	●	The Company is advancing MYMD-1 in sarcopenia based on positive clinical data from its Phase II trial and previous research findings. This previous clinical trial supported the safety profile, including no serious adverse events and no patient dropouts due to an adverse event. Serum analysis confirmed the mechanism of action in patients with sarcopenia aged 65-75 years old. These data support the protocol in development to assess clinical outcomes in patients with sarcopenia;

	●	In preparation for future studies, the Company and partner Charles River Laboratories completed the dosing in an FDA-required 90-day oral gavage electroencephalogram (EEG) safety study in an animal model. This 90-day dog study was designed to complement the GLP chronic toxicology studies that have been completed and reported to FDA. This complete toxicology package will inform the duration and dosing of future clinical studies;

	●	An Annual Report is in preparation for submission to FDA;

	●	Supera-CBD is a synthetic analog of cannabidiol (“CBD”) being developed to treat various conditions, including, but not limited to, epilepsy, pain, and anxiety/depression, through its effects on the CB2 receptor, and a monoamine oxidase enzyme (“MAO”) type B. Supera-CBD has shown promise in treating neuroinflammatory and neurodegenerative diseases, and may benefit from the recent re-classification of cannabis-derived products by FDA;

	●	In a pre-clinical evaluation of Supera-CBD for pain (Johns Hopkins University School of Medicine - Division of Behavioral Biology), Supera-CBD decreased pain, indicating beneficial effects on inflammatory-induced thermal pain sensitivity at all doses tested;

	●	The Company is currently preparing several scientific papers for publication in 2024, including an abstract for submission in the fourth quarter 2024 related to the Phase 2 study of MYMD-1 in sarcopenia/frailty to a peer-reviewed publication;

	●	The Company’s new management is seeking appropriate speaking opportunities to present the Company;
	●	The Company is exploring non-dilutive opportunities to evaluate MYMD-1 in additional indications not previously considered.

	●	advance the development of our MYMD-1 and Supera-CBD;

	●	initiate and continue research and preclinical and clinical development of potential new product candidates;

	●	maintain, expand and protect our intellectual property as it pertains to MYMD-1 and Supera-CBD;

	●	expand our infrastructure and facilities to accommodate ongoing development activities;

	●	establish agreements with contract research organizations, or CROs, and third-party contract manufacturing organizations, or CMOs, in connection with our Supera-CBD preclinical studies, MYMD-1 ongoing and planned clinical trials, Supera-CBD clinical trials and the development of our manufacturing capabilities for MYMD-1 and Supera-CBD;

	●	develop the large-scale manufacturing processes and capabilities for the commercialization of our MYMD-1 and Supera-CBD drug products;

	●	seek marketing approvals for our MYMD-1 and Supera-CBD product candidates that successfully complete clinical trials and

	●	establish a sales, marketing and distribution infrastructure to commercialize MYMD-1 and Supera-CBD should we obtain marketing approval.

	●	Salaries, wages and benefits of the research and development staff;

	●	Contractual agreements with third parties including contract research organizations, preclinical activities and clinical trials;

	●	Outside consultants including fees and expenses;

	●	Laboratory supplies and equipment;

	●	Regulatory compliance; and

	●	Patent application and maintenance costs to protect our intellectual property.

	●	Size and scope of pre-clinical trials;

	●	The phases of clinical development and the stage of our product candidates in the cycle;

	●	Per subject trial costs;

	●	The number of sites required for the trials and the availability of appropriate sites to perform the trials;

	●	The time that is required to enroll the appropriate number of trial participants; and

	●	The time required to achieve the approval of regulatory agencies.

	●	For the Series F-1 Short-Term Warrants (as defined herein), we recorded a gain of $22,000, The fair value of the Series F-1 Short-Term warrants of approximately $2,660,000 was estimated at July 25, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 1.33 years; equity volatility of 115.0%; and a risk-free interest rate of 4.70%.

	●	For the Series F-1 Long-Term Warrants (as defined herein), we recorded a loss of $28,000, The fair value of the Series F-1 Long-Term warrants of approximately $34,305,000 was estimated at July 25, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 4.83 years; equity volatility of 120.0%; and a risk-free interest rate of 4.10%.

	●	For the Series G Short-Term Warrants (as defined herein), we recorded a gain of $39,000, The fair value of the Series G Short-Term warrants of approximately $4,713,000 was estimated at July 25, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 1.33 years; equity volatility of 115.0%; and a risk-free interest rate of 4.70%.

	●	For the Series G Long-Term Warrants (as defined herein), we recorded a loss of $50,000, The fair value of the Series G Long-Term warrants of approximately $7,630,000 was estimated at July 25, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 4.83 years; equity volatility of 120.0%; and a risk-free interest rate of 4.10%.

	●	For the Series F Warrants (as defined herein), we recorded a loss of $7,094,000, The fair value of the Series F warrants of approximately $7,194,000 was estimated at March 31, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 3.90 years; equity volatility of 110.0%; and a risk-free interest rate of 4.31%.

	●	For the Series F-1 Short-Term Warrants (as defined herein), we recorded a gain of $646,000, The fair value of the Series F-1 Short-Term warrants of approximately $2,660,000 was estimated at July 25, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 1.33 years; equity volatility of 115.0%; and a risk-free interest rate of 4.70%.

	●	For the Series F-1 Long-Term Warrants (as defined herein), we recorded a gain of $322,000, The fair value of the Series F-1 Long-Term warrants of approximately $34,305,000 was estimated at July 25, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 4.83 years; equity volatility of 120.0%; and a risk-free interest rate of 4.10%.

	●	For the Series G Short-Term Warrants (as defined herein), we recorded a gain of $1,146,000, The fair value of the Series G Short-Term warrants of approximately $4,713,000 was estimated at July 25, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 1.33 years; equity volatility of 115.0%; and a risk-free interest rate of 4.70%.

	●	For the Series G Long-Term Warrants (as defined herein), we recorded a gain of $570,000, The fair value of the Series G Long-Term warrants of approximately $7,630,000 was estimated at July 25, 2024 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 4.83 years; equity volatility of 120.0%; and a risk-free interest rate of 4.10%.

	●	For the Series F Derivative (as defined herein), we recorded a gain of $61,000 , We estimated the $0 fair value of the bifurcated embedded derivative at September 30, 2024 using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $1.62 on the valuation date, estimated equity volatility of 80.0%, estimated traded volume volatility of 330.0%, the time to maturity of 0.25 year, a discounted market interest rate of 12.5%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 7.4%.

	●	For the Series F-1 Derivative (as defined herein), we recorded a loss of $428,000. We estimated the $1,282,000 fair value of the bifurcated embedded derivative at September 30, 2024 using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $1.62 on the valuation date, estimated equity volatility of 100.0%, estimated traded volume volatility of 275.0%, the time to maturity of 1 year, a discounted market interest rate of 4.18%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 5.2%.

Exhibit Number		Exhibit Description

3.1		Certificate of Amendment of Certificate of Incorporation of TNF Pharmaceuticals, Inc (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2024).

3.2		Certificate of Amendment of Certificate of Incorporation of TNF Pharmaceuticals, Inc (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2024).

10.1		Stock Purchase Agreement, dated as of October 1, 2024, by and between TNF Pharmaceuticals, Inc. and Prevail Partners, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2024).

31.1+		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2+		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1*		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		Interactive Data Files of Financial Statements and Notes.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	TNF PHARMACEUTICALS, INC.

Date: November 14, 2024	By:	/s/ Mitchell Glass
	Name:	Mitchell Glass
	Title:	President, Chief Medical Officer, and Director
		(Principal Executive Officer)

Date: November 14, 2024	By:	/s/ Ian Rhodes
	Name:	Ian Rhodes
	Title:	Interim Chief Financial Officer
		(Principal Financial Officer)