TNF Pharmaceuticals (TNFA) 10-Q 19 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - $ / shares	6 Months Ended
	Jun. 30, 2024	Aug. 19, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	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
Title of 12(b) Security	Shares of Common Stock par value $0.001 per share
Trading Symbol	TNFA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,370,423
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 536,026	$ 2,681,010
Marketable Securities	12,530,326	2,242,106
Prepaid expenses	1,291,380	893,226
Total Current Assets	14,357,732	5,816,342
Non-Current Assets
Lease Right-of-Use	25,803	47,389
Goodwill	10,498,539	10,498,539
Investment in Oravax Medical	1,500,000	1,500,000
Total Non-Current Assets	12,024,342	12,045,928
Total Assets	26,382,074	17,862,270
Current Liabilities
Trade and Other Payables	4,616,513	3,716,218
Deferred Compensation Payable	331,992
Lease Liability	25,803	48,870
Dividends Payable	778,491	265,019
Derivative Liability		61,000
Warrant Liability		867,000
Total Current Liabilities	5,782,781	4,988,089
Non-Current Liabilities
Deferred Compensation Payable, net of current		100,538
Derivative Liability, net of current	926,000
Warrant Liability, net of current	19,291,000
Total Non-Current Liabilities	20,217,000	100,538
Total Liabilities	25,999,781	5,088,627
Commitments and Contingencies
Mezzanine Equity
Total Mezzanine Equity	284,488	404,071
STOCKHOLDERS’ EQUITY
Common Stock, par value $0.001, 250,000,000 shares authorized, 2,370,423 and 2,018,857 shares issued and outstanding as of June 30, 2024 and December 31, 2023	2,370	2,019
Additional Paid in Capital	123,272,874	114,200,096
Accumulated Deficit	(123,321,963)	(101,977,067)
Total Stockholders’ Equity	97,805	12,369,572
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	26,382,074	17,862,270
Series F Convertible Preferred Stock [Member]
Mezzanine Equity
Preferred Stock, value	4,576,553	6,500,278
Series Convertible Preferred Stock - Discount	(3,310,483)	(4,702,023)
Series F Convertible Preferred Stock – Derivative	(981,582)	(1,394,184)
Series F-1 Convertible Preferred Stock [Member]
Mezzanine Equity
Preferred Stock, value	5,050,000
Series Convertible Preferred Stock - Discount	(5,050,000)
Series F Convertible Preferred Stock – Derivative
Series G Convertible Preferred Stock [Member]
Mezzanine Equity
Preferred Stock, value	8,950,000
Series Convertible Preferred Stock - Discount	(8,950,000)
Series D Convertible Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	144,524	144,524
Related Party [Member]
Current Liabilities
Due to MyMD FL Shareholders	$ 29,982	$ 29,982

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	2,370,423	2,018,857
Common stock, shares outstanding	2,370,423	2,018,857
Series F Convertible Preferred Stock [Member]
Temporary equity shares, authorized	15,000	15,000
Temporary stock, par value	$ 0.001	$ 0.001
Temporary stock, stated value	$ 1,000	$ 1,000
Temporary stock, shares issued	4,675	6,633
Temporary stock, shares outstanding	4,675	6,633
Temporary equity, liquidation preference	$ 4,675,000
Temporary stock dividend rate percentage	10%
Temporary stock dividend	$ 626,553
Series F-1 Convertible Preferred Stock [Member]
Temporary equity shares, authorized	5,050	5,050
Temporary stock, par value	$ 0.001	$ 0.001
Temporary stock, stated value	$ 1,000	$ 1,000
Temporary stock, shares issued	5,050	0
Temporary stock, shares outstanding	5,050	0
Temporary equity, liquidation preference	$ 5,050,000
Temporary stock dividend rate percentage	10%
Temporary stock dividend	$ 54,813
Temporary stock, stated value	$ 1,000	$ 1,000
Series G Convertible Preferred Stock [Member]
Temporary equity shares, authorized	12,826,273	12,826,273
Temporary stock, par value	$ 0.001	$ 0.001
Temporary stock, stated value	$ 1,000	$ 1,000
Temporary stock, shares issued	8,950	0
Temporary stock, shares outstanding	8,950	0
Temporary equity, liquidation preference	$ 8,950,000
Temporary stock dividend rate percentage	10%
Temporary stock dividend	$ 97,145
Temporary stock, stated value	$ 1,000	$ 1,000
Series D Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	211,353	211,353
Preferred stock, stated value	$ 0.01	$ 0.01
Preferred stock, shares issued	72,992	72,992
Preferred stock, shares outstanding	72,992	72,992

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Product Revenue
Product Cost of Sales
Gross Income
Administrative Expenses	1,020,312	1,879,917	2,088,632	2,867,904
Research and Development Expenses	401,104	2,224,444	1,600,042	2,994,874
Stock Based Compensation Expenses	439,627	1,677,271	956,992	1,746,339
Series F Warrant Issuance Expenses				762,834
Series F-1 Warrant Issuance Expenses	539,097		539,097
Series G Warrant Issuance Expenses	969,505		969,505
Loss from Operations	(3,369,645)	(5,781,632)	(6,154,268)	(8,371,951)
Other (Income)/Expenses
Interest and Dividend Income	(21,148)	(174,851)	(39,454)	(200,675)
(Gain)/Loss on Sale of Marketable Securities	75	389	(100)	214
Change in fair value of Marketable Securities	76	983	975	2,695
Change in fair value of Derivatives Liabilities	72,000	1,490,200	11,000	315,200
Change in fair value of Warrant Liabilities	(2,701,000)	(2,930,700)	4,393,000	(2,810,000)
Loss on issuance of Series F-1 Convertible Preferred Stock	3,737,000		3,737,000
Loss on issuance of Series G Convertible Preferred Stock	5,109,000		5,109,000
Total Other (Income)/Expense	6,196,003	(1,613,979)	13,211,421	(2,692,566)
Loss Before Income Tax	(9,565,648)	(4,167,653)	(19,365,689)	(5,679,385)
Income Tax Benefit
Net Loss	(9,565,648)	(4,167,653)	(19,365,689)	(5,679,385)
Preferred Stock Dividends	777,340	373,796	1,979,207	532,129
Net Loss Attributable to Common Stockholders	$ (10,342,988)	$ (4,541,449)	$ (21,344,896)	$ (6,211,514)
Net loss per common share - basic	$ (4.54)	$ (3.22)	$ (9.58)	$ (4.43)
Net loss per common share - diluted	$ (4.54)	$ (3.22)	$ (9.58)	$ (4.43)
Weighted average common shares outstanding - basic	2,275,699	1,411,029	2,228,218	1,401,672
Weighted average common shares outstanding - diluted	2,275,699	1,411,029	2,228,218	1,401,672

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)	Series F Convertible Preferred Stock [Member] Preferred Stock [Member]	Series F Convertible Preferred Stock [Member]	Series F-1 Convertible Preferred Stock [Member] Preferred Stock [Member]	Series F-1 Convertible Preferred Stock [Member]	Series G Convertible Preferred Stock [Member] Preferred Stock [Member]	Series G Convertible Preferred Stock [Member]	Series D Convertible Preferred Stock [Member] Preferred Stock [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022							$ 144,524		$ 1,316	$ 108,308,120	$ (93,758,904)	$ 14,695,056
Temporary stock, Balance, shares at Dec. 31, 2022
Temporary stock, Balance at Dec. 31, 2022
Balance, shares at Dec. 31, 2022							72,992		1,315,674
Net loss											(1,511,732)	(1,511,732)
Series F Convertible Preferred Stock Dividend											(158,333)	(158,333)
Stock based compensation - stock options										69,068		69,068
Issuance of shares of Series F Convertible Preferred Stock, net of discount and offering costs	$ 912,889							$ 14,087,111
Issuance of shares of Series F Convertible Preferred Stock, net of discount and offering costs, shares	15,000
Round-up shares from the reverse split									66	(66)
Round-up shares from the reverse split, Shares									65,960
Balance at Mar. 31, 2023	$ 912,889						$ 144,524		$ 1,382	$ 108,377,122	$ (95,428,969)	$ 13,094,059
Temporary stock, Balance, shares at Mar. 31, 2023	15,000
Temporary stock, Balance at Mar. 31, 2023	$ 912,889
Balance, shares at Mar. 31, 2023							72,992		1,381,634
Balance at Dec. 31, 2022							$ 144,524		$ 1,316	108,308,120	(93,758,904)	14,695,056
Temporary stock, Balance, shares at Dec. 31, 2022
Temporary stock, Balance at Dec. 31, 2022
Balance, shares at Dec. 31, 2022							72,992		1,315,674
Net loss												(5,679,385)
Balance at Jun. 30, 2023	$ 760,742						$ 144,524		$ 1,467	110,566,197	(99,970,418)	10,741,770
Temporary stock, Balance, shares at Jun. 30, 2023	12,500
Temporary stock, Balance at Jun. 30, 2023	$ 760,742
Balance, shares at Jun. 30, 2023							72,992		1,466,874
Balance at Mar. 31, 2023	$ 912,889						$ 144,524		$ 1,382	108,377,122	(95,428,969)	13,094,059
Temporary stock, Balance, shares at Mar. 31, 2023	15,000
Temporary stock, Balance at Mar. 31, 2023	$ 912,889
Balance, shares at Mar. 31, 2023							72,992		1,381,634
Net loss											(4,167,653)	(4,167,653)
Issuance of common stock for vested restricted stock units									$ 2	(2)
Issuance of common stock for vested restricted stock units, shares									2,460
Series F Convertible Preferred Stock Dividend											(373,796)	(373,796)
Stock based compensation - stock options										1,677,271		1,677,271
Conversion of shares of Series F Convertible Preferred Stock, shares	$ (76,074)								$ 40	255,905		255,945
Conversion of shares of Series F Convertible Preferred Stock, shares	(1,250)								39,587
Conversion of shares of Series F Convertible Preferred Stock Two, shares	$ (76,073)								$ 39	255,905		255,944
Conversion of shares of Series F Convertible Preferred Stock Two, shares	(1,250)								38,688
Exercise of prepaid equity forward contract									$ 4	(4)
Exercise of prepaid equity forward contracts for Common Stock, shares									4,505
Balance at Jun. 30, 2023	$ 760,742						$ 144,524		$ 1,467	110,566,197	(99,970,418)	10,741,770
Temporary stock, Balance, shares at Jun. 30, 2023	12,500
Temporary stock, Balance at Jun. 30, 2023	$ 760,742
Balance, shares at Jun. 30, 2023							72,992		1,466,874
Balance at Dec. 31, 2023	$ 404,071						$ 144,524		$ 2,019	114,200,096	(101,977,067)	12,369,572
Temporary stock, Balance, shares at Dec. 31, 2023	6,633	6,633		0		0
Temporary stock, Balance at Dec. 31, 2023	$ 404,071											404,071
Balance, shares at Dec. 31, 2023							72,992		2,018,857
Net loss											(9,800,041)	(9,800,041)
Issuance of common stock for vested restricted stock units									$ 1	(1)
Issuance of common stock for vested restricted stock units, shares									908
Redemption of shares of Series F Convertible Preferred Stock,with cash and common stock	$ (23,699)
Redemption of shares of Series F Convertible Preferred Stock,with cash and common stock, shares	(383)
Accelerated Conversion of 438 shares of Series F Convertible Preferred Stock	$ (26,300)								$ 131	88,357		88,488
Accelerated Conversion of shares of Series F Convertible Preferred Stock, shares	(438)								131,200
Redemption of shares of Series F Convertible Preferred Stock,with cash and common stock, shares	$ (49,773)
Redemption of shares of Series F Convertible Preferred Stock,with cash and common stock, shares	(812)
Accelerated Conversion of shares of Series F Convertible Preferred Stock one, shares	$ (914)								$ 7	3,068		3,075
Accelerated Conversion of shares of Series F Convertible Preferred Stock one, shares	(12)								6,667
Series F Convertible Preferred Stock Dividend											(1,201,867)	(1,201,867)
Series F Convertible Preferred Stock Dividend
Reclass of warrant liability upon warrant modification										7,961,000		7,961,000
Stock based compensation - stock options										517,365		517,365
Issuance of shares of Series G Convertible Preferred Stock, net of discount and offering costs, shares					8,950
Balance at Mar. 31, 2024	$ 303,385						$ 144,524		$ 2,158	122,769,885	(112,978,975)	9,937,592
Temporary stock, Balance, shares at Mar. 31, 2024	4,988
Temporary stock, Balance at Mar. 31, 2024	$ 303,385
Balance, shares at Mar. 31, 2024							72,992		2,157,632
Balance at Dec. 31, 2023	$ 404,071						$ 144,524		$ 2,019	114,200,096	(101,977,067)	12,369,572
Temporary stock, Balance, shares at Dec. 31, 2023	6,633	6,633		0		0
Temporary stock, Balance at Dec. 31, 2023	$ 404,071											404,071
Balance, shares at Dec. 31, 2023							72,992		2,018,857
Net loss												(19,365,689)
Balance at Jun. 30, 2024	$ 284,488						$ 144,524		$ 2,370	123,272,874	(123,321,963)	97,805
Temporary stock, Balance, shares at Jun. 30, 2024	4,675	4,675	5,050	5,050	8,950	8,950
Temporary stock, Balance at Jun. 30, 2024	$ 284,488											284,488
Balance, shares at Jun. 30, 2024							72,992		2,370,423
Balance at Mar. 31, 2024	$ 303,385						$ 144,524		$ 2,158	122,769,885	(112,978,975)	9,937,592
Temporary stock, Balance, shares at Mar. 31, 2024	4,988
Temporary stock, Balance at Mar. 31, 2024	$ 303,385
Balance, shares at Mar. 31, 2024							72,992		2,157,632
Net loss											(9,565,648)	(9,565,648)
Redemption of shares of Series F Convertible Preferred Stock,with cash and common stock, shares		225
Accelerated Conversion of shares of Series F Convertible Preferred Stock one, shares	$ (13,578)								$ 150	45,530		45,680
Accelerated Conversion of shares of Series F Convertible Preferred Stock one, shares	(225)								150,000
Series F Convertible Preferred Stock Dividend											(777,340)	(777,340)
Stock based compensation - stock options										439,627		439,627
Issuance of shares of Series F Convertible Preferred Stock, net of discount and offering costs
Issuance of shares of Series F Convertible Preferred Stock, net of discount and offering costs, shares			5,050
Issuance of shares of Series G Convertible Preferred Stock, net of discount and offering costs
Accelerated Conversion of shares of Series F Convertible Preferred Stock Two, shares	$ (5,319)								$ 62	17,832		17,894
Accelerated Conversion of shares of Series F Convertible Preferred Stock Two, shares	(88)								62,791
Conversion of shares of Series F Convertible Preferred Stock, shares		88
Balance at Jun. 30, 2024	$ 284,488						$ 144,524		$ 2,370	$ 123,272,874	$ (123,321,963)	97,805
Temporary stock, Balance, shares at Jun. 30, 2024	4,675	4,675	5,050	5,050	8,950	8,950
Temporary stock, Balance at Jun. 30, 2024	$ 284,488											$ 284,488
Balance, shares at Jun. 30, 2024							72,992		2,370,423

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) - USD ($)					3 Months Ended
	Feb. 01, 2024	Jan. 01, 2024	Aug. 01, 2023	Jul. 01, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Series F Convertible Preferred Stock [Member]
Stock redeemed	812	383
Conversion of stock, amount converted	$ 1,429,871	$ 1,429,871	$ 1,429,871	$ 1,429,871
Conversion of stock, shares converted			1,250	1,250		438
Conversion of stock shares converted						12
Number of shares issued								15,000
Offering costs								$ 14,087,111
Number of shares converted					225
Number of shares converted					88
Series F-1 Convertible Preferred Stock [Member]
Number of shares issued							5,050
Offering costs					$ 35,252
Series G Convertible Preferred Stock [Member]
Number of shares issued					8,950
Offering costs					$ 48,559

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (19,365,689)	$ (5,679,385)
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain)/Loss on sale of marketable securities	(100)	214
Change in fair value of marketable securities	975	2,695
Change in fair value of derivatives	11,000	315,200
Change in fair value of warrants	4,393,000	(2,810,000)
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
Stock based compensation
Options issued to directors	345,056	559,224
Options issued to key employees	558,355	1,044,550
Options issued to non-employees	53,581	142,565
Change in assets and liabilities
Prepaid Expenses	(398,154)	(949,973)
Trade and Other Payables	900,295	(516,769)
Operating Leases	(1,481)	162
Deferred Compensation Payable	231,454
Dividends Payable	(154,843)
Net cash used by operating activities	(4,580,551)	(7,891,517)
Cash flows from investing activities:
Purchases of marketable securities	(12,539,455)	(13,199,409)
Proceeds from sale of marketable securities	2,250,360	5,749,970
Net cash consumed by investing activities	(10,289,095)	(7,449,439)
Cash flows from financing activities
Redemption of Series F Convertible Preferred Stock	(73,472)
Dividends on Series F Convertible Preferred Stock	(1,133,762)
Premium on Series F Convertible Preferred Stock	(68,104)
Proceeds from issuance of Series F Convertible Preferred Stock		14,685,689
Proceeds from issuance of Series F-1 Convertible Preferred Stock	5,050,000
Proceeds from the issuance of Series G Convertible Preferred Stock	8,950,000
Net cash provided by financing activities	12,724,662	14,685,689
Net decrease in cash	(2,144,984)	(655,267)
Cash at beginning of period	2,681,010	749,090
Cash at end of period	$ 536,026	$ 93,823
Supplemental cash flow information
Cash paid for:	$	$
Interest
Income Taxes
Supplemental Schedule of Non-Cash Financing and Investing Activities
Issuance of common stock for redemptions of Series F Convertible Preferred Stock	155,137	511,889
Accrual of Series F Convertible Preferred Stock Dividend	403,758	532,129
Accrual of Series F-1 Convertible Preferred Stock Dividend	54,813
Accrual of Series G Convertible Preferred Stock Dividend	97,145
Initial fair value of warrant liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants		10,623,000
Initial fair value of derivative liabilities pursuant to the issuance of Series F Convertible Preferred Stock and Warrants		3,149,800
Initial fair value of warrant liabilities pursuant to the issuance of Series F-1 Convertible Preferred Stock and Warrants	7,933,000
Initial fair value of derivative liabilities pursuant to the issuance of Series F-1 Convertible Preferred Stock and Warrants	854,000
Initial fair value of warrant liabilities pursuant to the issuance of Series G Convertible Preferred Stock and Warrants	14,059,000
Reclass of warrant liability upon warrant modification for the Series F Warrants	$ 7,961,000

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Note 1 – Organization and Description of Business TNF Pharmaceuticals, Inc. is a Delaware corporation (“TNF” or the “Company”) that was incorporated in New Jersey prior to the Reincorporation (as defined below). On July 22, 2024, the Company changed its name from MyMD Pharmaceuticals, Inc. to TNF Pharmaceuticals, Inc. by filing a certificate of amendment to its certificate of incorporation with the Secretary of State of Delaware. These condensed consolidated financial statements include two wholly owned subsidiaries as of June 30, 2024, Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation (together, the “Company”). All material intercompany transactions have been eliminated in consolidation. MYMD-1 is an oral, next-generation TNF-α inhibitor with the potential to transform the way TNF-α based diseases are treated due to its selectivity and ability to cross the blood brain barrier . Its ease of oral dosing is a significant differentiator compared to currently available TNF-α inhibitors, all of which require delivery by injection or infusion. MYMD-1 has also been shown to selectively block TNF-α action where it is overactivated without preventing it from doing its normal job of responding to routine infection. MYMD-1 is doubly effective at inhibiting inflammation by blocking both TNF-a and IL-6 activity, whereas currently approved anti-TNF and anti-IL-6 treatments for rheumatoid arthritis At the Company’s annual meeting of stockholders held on July 31, 2023, the stockholders approved a plan to merge the Company with and into a newly formed wholly owned subsidiary, MyMD Pharmaceuticals, Inc., a Delaware corporation (“MyMD Delaware”), with MyMD Delaware being the surviving corporation, for the purpose of changing the Company’s state of incorporation from New Jersey to Delaware (the “Reincorporation”). The Reincorporation was effected as of March 4, 2024. In connection with the Reincorporation to Delaware, the par value of the common and preferred stock was changed to $ 0.001 MyMD Delaware is deemed to be the successor issuer of MyMD New Jersey under Rule 12g-3 of the Securities Exchange Act of 1934, as amended. The Reincorporation did not result in any change in the Company’s name, business, management, fiscal year, accounting, location of the principal executive offices, assets or liabilities. In addition, the Company’s common stock retained the same CUSIP number and continued to trade on the Nasdaq Capital Market under the symbol “MYMD.” Holders of shares of the Company’s common stock did not have to exchange their existing MyMD New Jersey stock certificates for MyMD Delaware stock certificates. As of the Effective Date of the Reincorporation, the rights of the Company’s stockholders are governed by the Delaware General Corporation Law, the MyMD Delaware Certificate of Incorporation and the Bylaws of MyMD Delaware. On February 14, 2024, the Company effected a 1-for-30 500,000,000 16,666,666 550,000,000 66,666,666 On July 25, 2024, the Company increased the number of authorized shares of the Company’s Common Stock from 16,666,666 250,000,000 Recent Events The February 2023 Offering On February 21, 2023, the Company entered into a Securities Purchase Agreement (the “Series F Purchase Agreement”) with certain accredited investors (the “Series F Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 1,000 6,651,885 2.255 6,651,885 3.18 3.18 4,716,904 In connection with the Private Placements (as defined herein), (i) the conversion price of the Series F Preferred Shares was adjusted to $ 1.816 1.816 8,259,911 Series F Convertible Preferred Stock The Series F Preferred Shares became convertible upon issuance into Common Stock (the “Series F Conversion Shares”) at the election of the holder at any time at an initial conversion price of $ 2.255 3.18 1.816 Prior to the Series F Certificate of Amendment (as defined below), the Company was initially required to redeem the Series F Preferred Shares in 12 equal monthly installments, commencing on July 1, 2023. The amortization payments due upon such redemption are payable, at the Company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Series F Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Series F Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor Price” of $6.60 on a post-split basis (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market. On April 5, 2024, the Company entered into an Omnibus Waiver and Amendment (the “Omnibus Agreement”) with the Required Holders (as defined in the Series F Certificate of Designations). Pursuant to the Omnibus Agreement, the Required Holders agreed (i) to defer payment of the monthly installment amounts due on March 1, 2024, and April 1, 2024 (the “Installments”), under Section 9(a) of the Series F Certificate of Designations, until May 1, 2024, and (ii) to waive any breach or violation of the Series F Purchase Agreement, the Series F Certificate of Designations, or the Series F Warrants resulting from missing the Installments. The Company may require holders to convert their Series F Preferred Shares into shares of Common Stock if the closing price of the Common Stock exceeds $ 6.765 3,000,000 On May 20, 2024, the Company entered into an Omnibus Waiver, Consent, Notice and Amendment (the “Series F Agreement”) with the Required Holders (as defined in the Series F Certificate of Designations). Pursuant to the Series F Agreement, the Required Holders agreed to (i) amend the Series F Purchase Agreement to amend certain terms relating to purchase rights thereunder, (ii) waive certain rights under the Series F Purchase Agreement and Series F Certificate of Designations in respect of the issuance of the Company’s Series F-1 Convertible Preferred Stock, with a par value of $ 0.001 1,000 0.001 1,000 The holders of the Series F Preferred Shares are entitled to dividends of 10 % per annum, compounded monthly, which is payable in cash or shares of Common Stock at the Company’s option, in accordance with the terms of the Series F Certificate of Designations. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series F Certificate of Designations), the Series F Preferred Shares accrue dividends at the rate of 15 % per annum. Upon conversion or redemption, the holders of the Series F Preferred Shares are also entitled to receive a dividend make-whole payment. Except as required by applicable law, the holders of the Series F Preferred Shares are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series F Preferred Shares is entitled to be calculated assuming a conversion price of $ 60.21 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series F Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series F Certificate of Designations. The Series F Certificate of Designations further provides that the holders of record of the Series F Preferred Shares, exclusively and as a separate class, shall be entitled to elect one director of the Company one time on or before June 30, 2024. Effective as of April 8, 2024, the Company appointed Mitchell Glass to serve as a member of the Company’s board of directors, with Mr. Glass having been elected to such position by the holders of the Series F Preferred Shares. During the three months ended June 30, 2024 and 2023, the Company recorded dividends totaling $ 625,382 and $ 373,796 , respectively, which are reported as Series F Preferred Stock Dividends on the Condensed Consolidated Statements of Comprehensive Loss. During the six months ended June 30, 2024 and 2023, the Company recorded dividends totaling $ 1,827,249 and $ 532,129 , respectively, which are reported as Preferred Stock Dividends on the Condensed Consolidated Statements of Comprehensive Loss. Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization and dividend make-whole payments using shares of Common Stock is subject to certain limitations set forth in the Series F Certificate of Designations. Further, the Series F Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of, or as part of any amortization payment or dividend make-whole payment under, the Series F Certificate of Designations or Series F Warrants. The Series F Preferred Shares are classified in temporary equity as the holder of the Series F Preferred Stock has the right to require the Company to redeem for cash all or any portion of such holder’s shares upon the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an eligible market for a period of five (5) consecutive trading days. The Series F Preferred Stock is not unconditionally redeemable and is only conditionally puttable at the holder’s option upon this trading suspension or failure. This would not be considered to be within the Company’s control. The Series F Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Series F Certificate of Designations), and 4) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Condensed Consolidated Statements of Comprehensive Loss. The Company estimated at issuance the $ 3,149,800 1.90 120.0 190.0 1.35 6.8 10.0 15.0 0.5 The discount to the fair value is included as a reduction to the carrying value of the Series F Preferred Shares. The Company recorded a total discount of $ 14,087,111 3,149,800 314,311 10,623,000 During the three months ended June 30, 2024 and 2023, the Company recorded $ 0 and a loss of $ 194,500 , respectively, related to the change in fair value of the derivative liabilities, which is recorded in other income (expense) on the Condensed Consolidated Statements of Comprehensive Loss. During the six months ended June 30, 2024 and 2023, the Company recorded $ 0 and a loss of $ 315,200 , respectively, related to the change in fair value of the derivative liabilities, which is recorded in other income (expense) on the Condensed Consolidated Statements of Comprehensive Loss. The Company estimated the $ 0 fair value of the bifurcated embedded derivative at June 30, 2024 using a Monte Carlo simulation model, with the following inputs; the fair value of the Company’s Common Stock of $ 2.39 on the valuation date, estimated equity volatility of 95.0 %, estimated traded volume volatility of 175.0 %, the time to maturity of 0.25 years, a discounted market interest rate of 6.2 %, dividend rate of 10.0 %, a penalty dividend rate of 15.0 %, and probability of default of 1.5 %. Series F Common Stock Warrants Pursuant to the February 2023 Offering, the Company issued to investors the Series F Warrants to purchase 4,716,904 shares of Common Stock, with an initial exercise price of $ 3.18 per share (subject to adjustment), which was adjusted to $ 1.816 per share and the number of shares of Common Stock issuable upon exercise of the Series F warrants was adjusted proportionally to 8,259,911 shares pursuant to the full ratchet anti-dilution provisions contained in the Series F Warrants in connection with the Private Placements (as defined herein)(the “Series F Exercise Price”), for a period of five years from the date of issuance. The Series F Exercise Price and the number of shares issuable upon exercise of the Series F Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions). Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the Series F Warrants will be increased proportionately. The Series F Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the Series F Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black Scholes Model to calculate the value of these warrants. The fair value of the Series F Warrants of $ 10,623,000 0 5.0 125.0 4.09 Transaction costs incurred attributable to the issuance of the Series F Warrants of $ 762,834 During the three months ended June 30, 2024, the Company recorded $ 0 7,094,000 7,961,000 0 3.90 110.0 4.31 During the three months ended June 30, 2023, the Company recorded a gain of $ 1,635,000 related to the change in fair value of the Series F Warrant liabilities, which is recorded in other income (expense) on the Condensed Consolidated Statements of Comprehensive Loss. During the six months ended June 30, 2023, the Company recorded a gain of $ 315,200 related to the change in fair value of the Series F Warrant liabilities, which is recorded in other income (expense) on the Condensed Consolidated Statements of Comprehensive Loss. On May 14, 2024, the Company entered into an Amendment (the “Series F Warrant Amendment”) with the Series F Investors in the February 2023 Offering, effective as of March 31, 2024. The Series F Warrant Amendment modified certain terms of the Series F Warrants relating to the rights of the holders of the Series F Warrants to provide that, in the event of a Fundamental Transaction (as defined in the Series F Warrants) that is not within the Company’s control, including the Fundamental Transaction not being approved by the Company’s Board of Directors, the holder of the Series F Warrant shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of such Series F Warrant, that is being offered and paid to the holders of the Company’s common stock in connection with the Fundamental Transaction. The modification resulted in the reclassification of the Series F Warrants to be considered equity classified as they were no longer in the scope of ASC 815. In accordance with ASC 815-40, the Company remeasured the Series F Warrant liabilities at $ 7,961,000 7,094,000 7,961,000 Series F-1 Private Placement On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series F-1 Purchase Agreement”) with certain accredited investors (the “Series F-1 Investors”) pursuant to which it agreed to sell to the Series F-1 Investors (i) an aggregate of 5,050 2,780,839 1.816 2,780,839 1.816 2,780,839 1.816 Series F-1 Preferred Stock The Series F-1 Preferred Stock became convertible upon issuance into Common Stock (the “Series F-1 Conversion Shares”) at the election of the holder at any time at an initial conversion price of $ 1.816 The Company is required to redeem the Series F-1 Preferred Stock in seven (7) equal monthly installments, commencing on December 1, 2024. The amortization payments due upon such redemption are payable, at the Company’s election, in cash at 105% of the applicable Installment Redemption Amount (as defined in the Series F-1 Certificate of Designations), or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Series F-1 Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty consecutive trading day period ending and including the trading day immediately prior to the date the amortization payment is due or (B) $0.364, which is 20% of the “Minimum Price” (as defined in Nasdaq Stock Market Rule 5635) on the date in which the Series F-1 Stockholder Approval (as defined herein) was obtained or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Capital Market, and, in each case, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events, which amortization amounts are subject to certain adjustments as set forth in the Series F-1 Certificate of Designations (the “Series F-1 Floor Price”). The holders of the Series F-1 Preferred Stock are entitled to dividends of 10 15 2.253 54,813 0 54,813 0 Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization and dividend make-whole payments using shares of Common Stock is subject to certain limitations set forth in the Series F-1 Certificate of Designations. Further, the Series F-1 Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of, or as part of any amortization payment or dividend make-whole payment under, the Series F-1 Certificate of Designations or Series F-1 Warrants. The Series F-1 Preferred Shares are classified as temporary equity as the holder of the Series F-1 Preferred Stock has the right to require the Company to redeem for cash all or any portion of such Holder’s shares upon the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an eligible market for a period of five (5) consecutive Trading Days. The Series F-1 Preferred Stock is not unconditionally redeemable and is only conditionally puttable at the Holder’s option upon this trading suspension or failure. This would not be considered to be within the Company’s control. The estimated fair value of the Series F-1 Preferred Stock on the issuance date of approximately $ 9.3 7.9 0.9 The approximately $ 5.1 (i) approximately $4.2 million related to the difference between the gross proceeds and the allocated residual fair value of the Series F-1 Preferred Stock (i.e., $0), and (ii) approximately $0.9 million related to the stock derivative at issuance, is accounted for as a reduction to the carrying value of the Series F Preferred Stock and will be accreted from the issuance date to maturity in accordance with ASC 480-10-S99-3A as redemption is deemed probable pursuant to the Installment Redemption terms of the Series F-1 Certificate of Designations. Series F-1 Warrants The Series F-1 Warrants were accounted for as liabilities based on the following analysis. The Series F-1 Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Series F Certificate of Designations), and 4) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Condensed Consolidated Statements of Comprehensive Loss. The Company estimated at issuance the $ 3,149,800 1.90 120.0 190.0 1.35 6.8 10.0 15.0 0.5 Pursuant to the Series F-1 Private Placement, the Company issued to investors (i) the Series F-1 Long-Term Warrants to purchase 2,780,839 1.816 2,780,839 1.816 The exercise price of the Series F-1 Warrants and the number of shares issuable upon exercise of the Series F-1 Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable exercise price (subject to certain exceptions). Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the Series F-1 Warrants will be increased proportionately. On August 16, 2024, the Company entered into (i) an Amendment (the “Series F-1 Long Term Warrant Amendment”) with the Series F-1 Investors, effective as of June 30, 2024 relating to the Series F-1 Long Term Warrants, and (ii) an Amendment (the “Series F-1 Short Term Warrant Amendment” and, together with the Series F-1 Long Term Warrant Amendment, the “Series F-1 Warrant Amendments”) with the Series F-1 Investors, effective as of June 30, 2024 relating to the Series F-1 Short Term Warrants. The Series F-1 Warrant Amendments modified certain terms of the Series F-1 Warrants relating to the rights of the holders of the Series F-1 Warrants to provide that, in the event of a Fundamental Transaction (as defined in the Series F-1 Warrants) that is not within the Company’s control, including the Fundamental Transaction not being approved by the Company’s Board of Directors, the holder of the Series F-1 Warrant shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of such Series F-1 Warrant, that is being offered and paid to the holders of the Company’s Common Stock in connection with the Fundamental Transaction. Additionally, the Series F-1 Warrant Amendments amend the definition of Black Scholes Value related to the volatility input which is now an expected volatility equal to the 30 day volatility, obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure of the applicable Fundamental Transaction and (2) the date of a holder’s request. The modification resulted in the reclassification of the Series F-1 Warrants to be considered equity classified as they were no longer in the scope of ASC 815. In accordance with ASC 815-40, the Company remeasured the Series F-1 Warrants at fair value as of July 25, 2024 ($ 6,965,000 16,000 Series G Private Placement On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series G Purchase Agreement” and collectively with the Series F-1 Purchase Agreement, each a “Purchase Agreement” and collectively, the “Purchase Agreements”) with certain accredited investors (the “Series G Investors” and collectively with the Series F-1 Investors, the “Investors”), with certain accredited investors (the “Series G Investors”), pursuant to which it agreed to sell to the Series G Investors (i) an aggregate of 8,950 4,928,416 1.816 4,928,416 1.816 4,928,416 1.816 Series G Preferred Stock The Series G Preferred Shares became convertible upon issuance into Common Stock (the “Series G Conversion Shares”) at the election of the holder at any time at an initial conversion price of $ 1.816 The holders of the Series G Preferred Shares will be entitled to dividends of 10 % per annum, compounded monthly, which will be payable in arrears monthly, at the holder’s options, (i) in cash, (ii) “in kind” in the form of additional shares of Series G Preferred Shares (the “PIK Shares”), or (iii) in a combination thereof, in each case, in accordance with the terms of the Certificate of Designations of the Series G Preferred Shares (the “Series G Certificate of Designations”). Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series G Certificate of Designations), the Series G Preferred Stock will accrue dividends at the rate of 15 % per annum. Upon conversion or redemption, the holders of the Series G Preferred Shares are also entitled to receive a dividend make-whole payment. The holders of the Series G Preferred Shares will be entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series G Preferred Share is entitled to be calculated assuming a conversion price of $ 2.253 per share, which was the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) applicable immediately before the execution and delivery of the Series G Purchase Agreement, subject to certain beneficial ownership limitations as set forth in the Series G Certificate of Designations. During the three months ended June 30, 2024 and 2023, the Company recorded dividends totaling $ 97,145 0 97,145 0 Notwithstanding the foregoing, the Company’s ability to settle conversions and make dividend make-whole payments using shares of Common Stock is subject to certain limitations set forth in the Series G Certificate of Designations. Further, the Series G Certificate of Designations contains a certain beneficial ownership limitation, which applies to each Series G Investor other than PharmaCyte Biotech, Inc., after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series G Preferred Shares or as part of any dividend make-whole payment under the Series G Certificate of Designations. On June 17, 2024, the Company entered into an Amendment Agreement (the “Series G Amendment”) with the Required Holders (as defined in the Series G Certificate of Designations). Pursuant to the Series G Amendment, the Required Holders agreed to amend the Series G Certificate of Designations by filing a Certificate of Amendment (“Series G Certificate of Amendment”) to the Series G Certificate of Designations with the Secretary of State of the State of Delaware (the “Secretary of State”) to increase the number of authorized shares of Series G Preferred Stock from 8,950 to 12,826,273 , in order to authorize a sufficient number of shares of Series G Preferred Stock for the payment of PIK Shares. On June 17, 2024, the Company filed the Series G Certificate of Amendment with the Secretary of State, thereby amending the Series G Certificate of Designations. The Series G Certificate of Amendment became effective with the Secretary of State upon filing. The Series G Preferred Shares are classified as temporary equity as the holder of the Series G Preferred Stock has the right to require the Company to redeem for cash all or any portion of such Holder’s shares upon the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an eligible market for a period of five (5) consecutive Trading Days. The Series G Preferred Stock is not unconditionally redeemable and is only conditionally puttable at the Holder’s option upon this trading suspension or failure. This would not be considered to be within the Company’s control. The estimated fair value of the Series G Preferred Stock on the issuance date of approximately $ 22.3 14.1 The approximately $ 9.0 Since the fair value of the liabilities required to be subsequently measured at fair value exceeds the net proceeds received, the excess of the fair value over the net proceeds received is recognized as a loss in earnings. As such, the Company recognized a loss on the issuance of preferred stock of approximately $ 5.1 On August 8, 2024, the Company entered into an Amendment Agreement (the “August Series G Amendment”) with the Required Holders (as defined in the Series G Certificate of Designations). Pursuant to the August Series G Amendment, the Required Holders agreed to amend the Series G Certificate of Designations by filing a Certificate of Amendment (“August Series G Certificate of Amendment”) to the Series G Certificate of Designations with the Secretary of State to adjust the calculation of the PIK Shares. On August 8, 2024, the Company filed the August Series G Certificate of Amendment with the Secretary of State, thereby amending the Series G Certificate of Designations. The August Series G Certificate of Amendment became effective with the Secretary of State upon filing. Series G Warrants The Series G Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Series F Certificate of Designations), and 4) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Condensed Consolidated Statements of Comprehensive Loss. The Company estimated at issuance the $ 3,149,800 1.90 120.0 190.0 1.35 6.8 10.0 15.0 0.5 Pursuant to the Series G Private Placement, the Company issued to investors (i) the Series G Long-Term Warrants to purchase 4,928,416 1.816 five years 4,928,416 1.816 The exercise price of the Series G Warrants and the number of shares issuable upon exercise of the Series G Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable exercise price (subject to certain exceptions). Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the Series G Warrants will be increased proportionately. On August 16, 2024, the Company entered into (i) an Amendment (the “Series G Long Term Warrant Amendment”) with the Series G Investors, effective as of June 30, 2024 relating to the Series G Long Term Warrants, and (ii) an Amendment (the “Series G Short Term Warrant Amendment” and, together with the Series G Long Term Warrant Amendment, the “Series G Warrant Amendments”) with the Series G Investors, effective as of June 30, 2024 relating to the Series G Short Term Warrants. The Series G Warrant Amendments modified certain terms of the Series G Warrants relating to the rights of the holders of the Series G Warrants to provide that, in the event of a Fundamental Transaction (as defined in the Series G Warrants) that is not within the Company’s control, including the Fundamental Transaction not being approved by the Company’s Board of Directors, the holder of the Series G Warrant shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined in the Series G Warrants) of the unexercised portion of such Series G Warrant, that is being offered and paid to the holders of the Company’s Common Stock in connection with the Fundamental Transaction. Additionally, the Series G Warrant Amendments amend the definition of Black Scholes Value related to the volatility input which is now an expected volatility equal to the 60 day volatility, obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure of the applicable Fundamental Transaction and (2) the date of a holder’s request. The modification resulted in the reclassification of the Series G Warrants to be considered equity classified as they were no longer in the scope of ASC 815. In accordance with ASC 815-40, the Company remeasured the Series G Warrants at fair value as of July 25, 2024 ($ 12,343,000 11,000 Registration Rights Agreements In connection with the Series F-1 Private Placement, the

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 – Significant Accounting Policies (a) Basis of Presentation The condensed consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). The accompanying unaudited condensed financial statements have been prepared by the Company. These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in Note 2 Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on April 1, 2024 (the “2023 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2023 Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three and six months ended June 30, 2024 may not be necessarily indicative of the operating results expected for the full year or any future period. (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for recording the fair value of financial instruments, derivative financial instruments valuations, research and development expenses, impairment of intangible assets and the valuation of share-based payments. (c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Comprehensive Loss. (d) Comprehensive Income (Loss) The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Since the Company has no items of other comprehensive income (loss), comprehensive loss is equal to net loss. (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. (f) Fair Value of Financial Instruments Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three and six months ended June 30, 2024. The carrying amounts of cash equivalents, accounts receivable, other current assets, other assets, accounts payable, and accrued expenses approximated their fair values as of June 30, 2024 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s common stock and estimates for the equity volatility and traded volume volatility of the Company’s common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and the probability of default. The fair value of the warrant liabilities was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate. Fair Value Measurement The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: 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. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. (f) Fair Value of Financial Instruments, continued The following is a description of the valuation methodologies used for assets measured at fair value as of June 30, 2024 and December 31, 2023. Schedule of Marketable Securities Marketable Securities: Quoted Prices Quoted Prices Significant Marketable securities at June 30, 2024 $ 12,530,326 $ - $ - Marketable securities at December 31, 2023 $ 2,242,106 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of June 30, 2024 and December 31, 2023, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the three months ended June 30, 2024 and 2023 was a loss of $ 76 983 975 2,695 Gains and losses resulting from the sales of marketable securities were losses of $ 75 389 Gains and losses resulting from the sales of marketable securities were gains of $ 100 214 Proceeds from the sales of marketable securities in the six months ended June 30, 2024 and 2023 were $ 2,250,360 5,749,970 Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and bifurcated embedded derivatives represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy of the Valuation Inputs Description Level June 30,2024 Liabilities: Warrant liabilities (Note 1) 3 $ 19,291,000 Derivative liabilities (Note 1) 3 $ 926,000 Description Level December 31, 2023 Liabilities: Warrant liabilities (Note 3) 3 $ 867,000 Derivative liabilities (Note 3) 3 $ 61,000 The following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring basis for the six months ended June 30, 2024: Summary of Change in Fair Value of Warrant Liabilities Balance on December 31, 2023 $ 867,000 Issuance of warrants reported at fair value 21,992,000 Change in fair value of warrant liabilities 4,393,000 Reclassification of warrant liability to equity upon warrant modification (7,961,000 ) Balance on June 30, 2024 $ 19,291,000 The following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on a recurring basis for the six months ended June 30, 2024: Summary of Change in Fair Value of Derivative Liabilities Balance on December 31, 2023 $ 61,000 Issuance of convertible preferred stock with derivative liabilities 854,000 Change in fair value of derivative liabilities 11,000 Balance on June 30, 2024 $ 926,000 (g) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging The Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as liabilities. The Company has also determined that the following embedded features in the preferred stock are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities. The fair value of the warrants and embedded features are estimated using internal valuation models. The Company’s valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the Statements of Comprehensive Income (Loss). Modification of warrants The Company applies the guidance in ASC 815-40 to account for warrants that are liability classified that are subsequently modified resulting in a reclassification to equity. The warrants are remeasured at fair value on the modification date, the change in fair value is recognized as a non-cash gain or loss on the Statement of Comprehensive Income (Loss), and the warrants are reclassified to additional paid-in capital. (h) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid insurance and research and development expenses. (i) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. At times, the Company’s cash in banks exceeds the FDIC insurance limit. The Company has not experienced any loss because of these cash deposits. These cash balances are maintained with two banks as of June 30, 2024. (j) Risk Management of Cash and Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm. (k) Investments Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323. In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: 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. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. In accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc. (“Oravax”) (Note 3) as an equity security without a readily determinable fair value. Under this election, an equity security without a readily available fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment and its carry amount. As of June 30, 2024, the Company performed a qualitative assessment to evaluate whether the investment is impaired and determined that the investment was not impaired and thus no adjustment to fair market value was required as of June 30, 2024. (l) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Condensed Consolidated Statements of Comprehensive Loss. Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment 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 Depreciation methods, useful lives and residual values are reviewed at each reporting date. (m) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Condensed Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets Propriety protection for the Company’s products, technology and process is important to its competitive position. As of June 30, 2024, the Company has 17 issued U.S. patents, 68 foreign patents, 2 pending U.S. patent applications and 7 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights, trademarks, and trade secrets) using all legal remedies available to the Company. The Company records expenses related to the application for and maintenance of patents as a component of research and development expenses on the Condensed Consolidated Statement of Comprehensive Loss. Patent Costs Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 (n) Goodwill Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. (o) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. (p) Right-of-Use Assets The Company leased a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 56,016 12 12 The Company leased a facility in Tampa, Florida (“Platt St”) under an operating lease (“Platt Street Lease”) with annual rentals of $ 22,030 23,259 The Company leased a facility in Baltimore, Maryland (“2024 Wolfe St”) under an operating lease (“2024 Baltimore Lease”) with annual rentals of $ 32,400 In accordance with FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company utilizes the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the 2024 Baltimore Lease, the 2021 Baltimore Lease and the Platt Street Lease on the Condensed Consolidated Balance Sheets. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Balance Sheet Location Lease Lease Lease Total Lease Lease Total As of June 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 $ - $ - $ 25,803 $ 25,803 $ - $ 47,389 $ 47,389 Lease Payable, current - - 25,803 25,803 - 48,870 48,870 Lease Payable - net of current - - - - - - - The following provides details of the Company’s lease expense: Schedule of Lease Expense Lease Expenses Lease Lease Lease Total Lease Lease Total For the Three Months Ended June 30, 2024 For the Three Months Ended June 30, 2023 Platt Street 2021 Baltimore 2024 Baltimore Platt Street 2021 Baltimore Lease Expenses Lease Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 4,668 $ 5,400 $ 10,068 $ 5,659 $ 13,600 $ 19,259 Lease Expenses Lease Lease Lease Total Lease Lease Total For the Six Months Ended June 30, 2024 For the Six Months Ended June 30, 2023 Platt Street 2021 Baltimore 2024 Baltimore Platt Street 2021 Baltimore Lease Expenses Lease Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 18,672 $ 5,400 $ 24,072 $ 11,321 $ 27,200 $ 38,521 Other information as of June 30, 2024 related to leases is presented below: Schedule of Other Information Related to Leases Platt Street 2021 Baltimore 2024 Baltimore Other Information Lease Lease Lease Total Operating Leases Operating cash used $ - $ 18,672 $ - $ 18,672 Average remaining lease term - - 10 10 Average discount rate 10.0 % 10.0 % 10.0 % 10.0 % As of June 30, 2024, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Platt Street 2021 Baltimore 2024 Baltimore Lease Lease Lease Total For Years Ending December 31, 2024 - - 16,200 $ 16,200 2025 - - 10,800 10,800 Total future minimum lease payments, undiscounted $ - $ - $ 27,000 $ 27,000 Less: Imputed interest - - 1,197 1,197 Present value of future minimum lease payments $ - $ - $ 25,803 $ 25,803 (q) Revenue Recognition The Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: 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 (r) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2024 and December 31, 2023, no liability for unrecognized tax benefits was required to be reported. There was no The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expenses. There were no Tax years from 2020 through 2023 remain subject to examination by federal and state jurisdictions. (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common stock plus dilutive common share equivalents outstanding during the period. Potential common stock that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of Common Stock and dilutive potential Common Stock outstanding during the period. As the Company reported a net loss for the three and six months ended June 30, 2024 and 2023, Common Stock equivalents were anti-dilutive. As of June 30, 2024 and 2023, the following securities are excluded from the calculation of weighted average dilutive common stock because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 As of 2024 2023 Stock Options 85,226 37,167 Unvested Restricted Stock Units 46,668 93,169 Warrants to purchase Common Stock 23,895,139 4,934,065 Series C Convertible Preferred Warrants 918 918 Series D Convertible Preferred Stock 1,217 1,217 Series F Convertible Preferred Stock 2,574,339 3,930,818 Series F-1 Convertible Preferred Stock 2,780,837 - Series G Convertible Preferred Stock 4,928,414 - Total potentially dilutive shares 34,314,758 8,997,354 (t) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. (u) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activ

Liquidity and Management_s Plan

Liquidity and Management’s Plans	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Management’s Plans	Note 3 – Liquidity and Management’s Plans As of June 30, 2024, the Company’s cash on hand was $ 536,026 and marketable securities were $ 12,530,326 . The Company has incurred a total net loss attributable to stockholders of $ 21,344,896 for the six months ended June 30, 2024. As of June 30, 2024, the Company had working capital of $ 8,574,951 and stockholders’ equity of $ 97,805 , including an accumulated deficit of $ 123,321,963 . During the six months ended June 30, 2024, cash flows used in operating activities were $ 4,580,551 , consisting primarily of a net loss of $ 19,365,689 , an increase in prepaid expenses of $ 398,154 , a reduction in dividends payables of $ 154,843 , and a non-cash gain on the fair market value of derivatives offset by non-cash loss on the fair value of warrants of $11,000 , a non-cash loss on the issuance of preferred stock of $ 8,846,000 , non-cash stock-based compensation of $ 956,992 , an increase in trade and other payables of $900,295 , and an increase in deferred compensation of $ 231,454 . Since its inception, the Company has met its liquidity requirements principally through the sale of its Common Stock and Preferred Stock in public and private placements. The Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s current financial resources as of the date of the issuance of these condensed consolidated financial statements are sufficient to fund its current operating budget and contractual obligations as of June 30, 2024 as they fall due within the next twelve-month period from the date of the issuance of these financial statements, alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these condensed consolidated financial statements.

Trade and Other Payables

Trade and Other Payables	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Trade and Other Payables	Note 4 – Trade and Other Payables Trade and other payables consist of the following: Schedule of Trade and Other Payables June 30, 2024 December 31, 2023 Accounts Payable – Trade $ 4,092,152 $ 3,079,080 Accrued Expenses 524,361 637,138 Trade and other payables, Total $ 4,616,513 $ 3,716,218

Stock-based Payments

Stock-based Payments	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock-based Payments	Note 5 – Stock-based Payments Equity incentive Plans 2013 Stock Incentive Plan On January 23, 2014, the Company adopted the 2013 Stock Incentive Plan (“2013 Plan”). The 2013 Plan was amended by the Board on January 9, 2015 and September 30, 2016, and such amendments were ratified by the Company’s stockholders on December 7, 2018. The 2013 Plan provides for the issuance of up to 73 54 19 2016 Stock Incentive Plan In 2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the issuance of up to 50,000,000 2017 Stock Incentive Plan On August 7, 2017, the Company’s stockholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 118 93 25 2018 Stock Incentive Plan On December 7, 2018, the Company’s stockholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2018 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of up to 18,670 8,769 9,901 2021 Stock Incentive Plan On April 15, 2021, the Company’s stockholders approved, and the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan provides for the issuance of up to 240,940 153,650 87,290 Stock Options The following table summarizes the activities for the Company’s stock options for the six months ended June 30, 2024: Summary of Stock Options Activity 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 (36,668 ) 26.62 26.28 9.17 - Canceled/Expired - - - - - Balance at June 30, 2024 103,172 $ 53.01 $ 48.40 7.14 $ - Exercisable as of June 30, 2024 85,226 $ 52.84 $ 47.95 6.84 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 1.84 7.77 During the three months ended June 30, 2024 and 2023, the Company recognized stock option expenses totaling $ 439,627 1,677,271 956,992 1,746,339 The unamortized stock option expenses as of June 30, 2024 totaled $ 517,891 Restricted Stock Units On October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 93,169 242.70 ● 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. As of June 30, 2024, none of the vesting milestones have not been met. As of the three and six months ended June 30, 2024, respectively, the Company converted 908 908 The following is the status of outstanding unvested restricted stock units outstanding as of June 30, 2024 and the changes for the six months ended June 30, 2024: Summary of Restricted Stock Units Activity Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2023 88,668 $ 242.70 Granted - - Vested - - Forfeited (40,000 ) 242.70 Canceled/Expired - - Balance at June 30, 2024 48,668 $ 242.70 As of June 30, 2024, the unamortized value of the RSUs was $ 11,811,721 .

Equity

Equity	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Equity	Note 6 – Equity Authorized Capital Stock On July 24, 2024, the Company’s stockholders approved the adoption of the Certificate of Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 16,666,666 250,000,000 8,950 12,826,273 As of June 30, 2024, the Company’s authorized capital stock consisted of 300,000,000 250,000,000 0.001 50,000,000 0.001 1,990,000 211,353 100,000 15,000 5,050 12,826,273 2,370,423 2,018,857 72,992 918 4,675 6,633 5,050 0 8,950 0 Preferred Stock The holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the certificate of designation for each class of preferred shares or warrants, at meetings of the Company. Series D Convertible Preferred Stock The following are the principal terms of the Series D Preferred Stock: Rank The Series D Preferred Stock ranks (1) on parity with Common Stock on an “as converted” basis, (2) senior to any series of our capital stock hereafter created specifically ranking by its terms junior to the Series D Preferred Stock, (3) on parity with any series of our capital stock hereafter created specifically ranking by its terms on parity with the Series D Preferred Stock, and (4) junior to any series of our capital stock hereafter created specifically ranking by its terms senior to the Series D Preferred Stock in each case, as to dividends or distributions of assets upon our liquidation, dissolution or winding up whether voluntary or involuntary. Conversion Rights A holder of Series D Preferred Stock is entitled at any time to convert any whole or partial number of shares of Series D Preferred Stock into shares of our Common Stock, determined by dividing the stated value equal to $ 0.01 0.01 A holder of Series D Preferred Stock is prohibited from converting Series D Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock then issued and outstanding (with such ownership restriction referred to as the “Series D Beneficial Ownership Limitation”) immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the Series D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based on price anti-dilution provisions Dividend Rights In addition to stock dividends or distributions for which proportionate adjustments will be made, holders of Series D Preferred Stock are entitled to receive dividends on shares of Series D Preferred Stock equal, on an as-if-converted-to-common-stock basis, to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends are payable on shares of Series D Preferred Stock. Voting Rights Subject to the Series D Beneficial Ownership Limitation, on any matter presented to our stockholders for their action or consideration at any meeting of our stockholders (or by written consent of stockholders in lieu of a meeting), each holder, in its capacity as such, shall be entitled to cast the number of votes equal to the number of whole shares of our Common Stock into which the Series D Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Series D Preferred Stock beneficially owned by such holder). Except as otherwise required by law or by the other provisions of the Certificate of Designation of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”), the holders of Series D Preferred Stock, in their capacity as such, shall vote together with the holders of our Common Stock and any other class or series of stock entitled to vote thereon as a single class. Liquidation Rights Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series D Preferred Stock are entitled to receive, pari passu Exchange Listing Series D Preferred Stock is not listed on the Nasdaq, any national securities exchange or other nationally recognized trading system. Our Common Stock issuable upon conversion of the Series D Preferred Stock is listed on the Nasdaq under the symbol “TNFA”. Failure to Deliver Conversion Shares If the Company fails to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the “Series D Conversion Shares”) within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then the Company is obligated to pay to the holder, as liquidated damages, an amount equal to $25 per trading day (increasing to $50 per trading day on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock being converted which are not timely delivered. If the Company makes such liquidated damages payments, the Company is also not obligated to make Series D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares Compensation for Series D Buy-In on Failure to Timely Deliver Shares If the Company fails to timely deliver the Series D Conversion Shares to the holder, and if after the required delivery date the holder is required by its broker to purchase (in an open market transaction or otherwise) or the holder or its brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the holder of the Series D Conversion Shares which the holder anticipated receiving upon such conversion or exercise (a “Series D Buy-In”), then the Company is obligated to (A) pay in cash to such holder (in addition to any other remedies available to or elected by such holder) the amount, if any, by which (x) such holder’s total purchase price (including any brokerage commissions) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate number of Series D Conversion Shares that such holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such holder, either reissue (if surrendered) the shares of Series D Preferred Stock equal to the number of shares of Series D Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such holder the number of Series D Conversion Shares that would have been issued if the Company had timely complied with its delivery requirements. As of June 30, 2024, the Company had 72,992 1,217 Series F Convertible Preferred Stock The following are the principal terms of the Series F Preferred Stock: Voting Rights Except as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the Series F Preferred Stock are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series F Preferred Stock is entitled to be calculated assuming a conversion price of $ 60.21 Liquidation Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of shares of the Series F Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series F Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series F Preferred Stock (plus any applicable make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive if such holder converted such share of Series F Preferred Stock into Common Stock immediately prior to the date of such payment. All shares of capital stock of the Company shall be junior in rank to all shares of Series F Preferred Stock with respect to the preferences as to payments upon the liquidation. Optional Conversion The Series F Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date. Holders shall effect conversions by providing us with the form of conversion notice (the “Series F Notice of Conversion”) specifying the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable holder delivers by email such Series F Notice of Conversion to us. Mandatory Conversion If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $6.765 (as adjusted for the Reverse Stock Split) (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), the Company shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, the Company shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio Beneficial Ownership Limitation The Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice Series F-1 Preferred Stock The following are the principal terms of the Series F-1 Preferred Stock: Dividends The holders of the Series F-1 Preferred Stock are entitled to dividends of 10 15 Voting Rights Except as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the Series F-1 Preferred Stock are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series F-1 Preferred Stock is entitled to be calculated assuming a conversion price of $ 2.253 Liquidation Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of shares of the Series F-1 Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series F-1 Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series F-1 Preferred Stock (plus any applicable make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive if such holder converted such share of Series F-1 Preferred Stock into Common Stock immediately prior to the date of such payment. All shares of capital stock of the Company shall be junior in rank to all shares of Series F-1 Preferred Stock with respect to the preferences as to payments upon the liquidation. Exchange Cap The Company was initially restricted from issuing shares of Common Stock upon conversion of the Series F-1 Preferred Stock and Series G Preferred Stock or exercise of the associated warrants in excess of 19.99% of the shares of Common Stock outstanding as of the date immediately prior to the issuance of the shares of Series F-1 Preferred Stock and Series G Preferred Stock and the associated warrants (the “Issuable Maximum”) until the Company obtained stockholder approval for the issuance of shares of Common Stock in excess of the Issuable Maximum. The Company received the Stockholder Approval on July 24, 2024. Optional Conversion The Series F-1 Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date. Holders shall effect conversions by providing us with the form of conversion notice (the “Notice of Conversion”) specifying the number of shares of Series F-1 Preferred Stock to be converted, the number of shares of Series F-1 Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable holder delivers by email such Notice of Conversion to us. Mandatory Conversion If on any day after the issuance of the shares of Series F-1 Preferred Stock the closing price of the Common Stock has exceeded $5.448 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F-1 Certificate of Designation are satisfied (the “Mandatory Conversion Date”), the Company shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, the Company shall convert all of each holder’s shares of Series F-1 Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio Beneficial Ownership Limitation The Series F-1 Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice. Series G Preferred Stock The following are the principal terms of the Series G Preferred Stock: Voting Rights Except as required by law (including without limitation, the Delaware General Corporation Law (the “DGCL”)), the holders of the Series G Preferred Stock are entitled to vote with holders of the Common Stock on as as-converted basis, with the number of votes to which each holder of Series G Preferred Stock is entitled to be calculated assuming a conversion price of $ 2.253 Liquidation Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each holder of shares of the Series G Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount per share of Series G Preferred Stock equal to the greater of (A) 125% of the stated value of such share of Series G Preferred Stock (plus any applicable make-whole amount, unpaid late charge or other applicable amount) on the date of such payment and (B) the amount per share such holder would receive if such holder converted such share of Series G Preferred Stock into Common Stock immediately prior to the date of such payment. All shares of capital stock of the Company shall be junior in rank to all shares of Series G Preferred Stock with respect to the preferences as to payments upon the liquidation. Exchange Cap The Company was initially restricted from issuing shares of Common Stock upon conversion of the Series F-1 Preferred Stock and Series G Preferred Stock or exercise of the associated warrants in excess of 19.99% of the shares of Common Stock outstanding as of the date immediately prior to the issuance of the shares of Series F-1 Preferred Stock and Series G Preferred Stock and the associated warrants until the Company obtained stockholder approval for the issuance of shares of Common Stock in excess of the Issuable Maximum. The Company received the Stockholder Approval on July 24, 2024. Optional Conversion The Series G Preferred Stock can be converted at the option of the holder at any time and from time to time after the original issuance date. Holders shall effect conversions by providing us with the form of conversion notice (the “Notice of Conversion”) specifying the number of shares of Series G Preferred Stock to be converted, the number of shares of Series G Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable holder delivers by email such Notice of Conversion to us. Beneficial Ownership Limitation The Series G Preferred Stock cannot be converted to Common Stock if the holder, other than PharmaCyte Biotech, Inc., and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice. Common Stock The holders of Common Stock are entitled to one vote per share at meetings of the Company. As of June 30, 2024, the Company had 2,370,423 shares of Common Stock issued and outstanding. During the six months ended June 30, 2024, the Company issued 350,658 shares of common stock in connection with amortization payments or make-whole payments for the Series F Preferred Stock. Common Stock Warrants The table below summarizes the warrant activity for the six months ended June 30, 2024: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2023 4,933,622 $ 147.86 4.08 $ 21,650,589 Issued 15,418,510 1,816 3.15 370,044 Series F Modification Removed (4,716,904 ) 3.18 3.65 - Re-issued 8,259,911 1.816 3.65 198,238 Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at June 30, 2024 23,895,139 $ 3.03 3.31 $ 568,282 Exercisable as of June 30, 2024 23,895,139 $ 3.03 3.31 $ 568,282 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 1.84 7.77 The Series F Exercise Price and the number of shares issuable upon exercise of the Series F Warrants are subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series F Exercise Price (subject to certain exceptions). Upon any such price-based adjustment to the Series F Exercise Price, the number of shares issuable upon exercise of the Series F Warrants will be increased proportionately. Pursuant to the February 2023 Offering, the Company issued to investors the Series F Warrants to purchase 4,716,904 3.18 1.816 Series C Convertible Preferred Stock Warrants The table below summarizes the warrant activity for the six months ended June 30, 2024: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2023 918 $ 240.00 0.94 $ - Granted - - - - Exercised - - - - Forfeited - - - - Cancelled/Expired - - - - Balance at June 30, 2024 918 $ 240.00 0.44 $ - Exercisable as of June 30, 2024 918 $ 240.00 0.44 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 1.84 7.77

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 – Commitments and Contingencies Litigation and Settlements Raymond Akers Actions On April 14, 2021, Raymond F. Akers, Jr., Ph.D. filed a lawsuit against the Company (f/k/a Akers Biosciences, Inc.) in the Superior Court of New Jersey, Law Division, Gloucester County (the “First Raymond Akers Action”). Mr. Akers asserts one common law whistleblower retaliation claim against the Company. On September 23, 2021, the Court granted the Company’s Motion to Dismiss Plaintiff’s Amended Complaint and dismissed Plaintiff’s Amended Complaint. The Court indicated that Mr. Akers is “free to file another complaint, however, tort-based ‘Pierce’ allegations, and/or CEPA claims are barred by the statute of limitations.” On March 1, 2022, Mr. Akers filed a second action against the Company in the Superior Court of New Jersey, Law Division, Gloucester County (the “Second Raymond Akers Action”) again asserting one common law whistleblower retaliation claim against the Company. The Company believes that the Second Raymond Akers Action is without merit and, moreover, was filed against the Court’s specific admonition that Plaintiff does not attempt to circumvent the statute of limitations. On May 27, 2022, the Court granted-in-part and denied-in-part the Company’s Motion to Dismiss Plaintiff’s Complaint. The Court reaffirmed the ruling in the First Raymond Akers Action that any tort-based Pierce claims are time-barred. However, the Court denied the Motion as it pertained to Plaintiff’s contract-based Pierce claim and “Repayment of Monies Owed” claim. On July 29, 2022, the Company filed its Answer, which included affirmative defenses. As of June 30, 2024, the Second Raymond Akers Action is in the discovery phase. All legal fees incurred were expensed as and when incurred.

Related Parties

Related Parties	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Parties	Note 8 – Related Parties SRQ Patent Holdings and SRQ Patent Holdings II The Company is a party to two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements, both dated November 11, 2020, with SRQ Patent Holdings and SRQ Patent Holdings II, under which the Company (or its successor) will be obligated to pay to SRQ Patent Holdings or SRQ Patent Holdings II (or its designees) certain royalties on product sales or other revenue received on products that incorporate or are covered by the intellectual property that was assigned to the Company. The royalty is equal to 8% of the net sales price on product sales and, without duplication, 8% of milestone revenue or sublicense compensation. SRQ Patent Holdings and SRQ Patent Holdings II are affiliates of Mr. Jonnie Williams, Sr. No revenue has been received subject to these agreements for the three and six months ended June 30, 2024 and 2023. MIRA Pharmaceuticals Limited License Agreement The Company is a party to an Amended and Restated Limited License Agreement, dated June 27, 2022 and amended on April 20, 2023, with MIRA Pharmaceuticals, Inc. (Nasdaq: MIRA), under which the parties agreed to share technical information and know-how pertaining to the synthetic manufacture and formulation of the parties’ respective Supera-CBD™ and MIRA1a™ product candidates. The Company, which holds patent rights to MIRA1a™ in 22 foreign countries, was granted a perpetual, non-exclusive, royalty-free license to use improvements to MIRA1a™ made under the agreement, and MIRA was granted a limited, perpetual, worldwide, non-exclusive, royalty-free license to use Supera-CBD™ as a synthetic intermediate in the manufacture of MIRA1a™. The Company’s former President and Chief Medical Officer, Chris Chapman, M.D., is Executive Chairman of MIRA. Series G Preferred Stock Issuance On May 20, 2024, the Company entered into the Series G Purchase Agreement with the Series G Investors, including PharmaCyte Biotech, Inc. (“Pharmacyte”), pursuant to which it agreed to sell to the Series G Investors (i) an aggregate of 8,950 4,928,416 1.816 4,928,416 1.816 4,928,416 1.816 8.9

Employee Benefit Plan

Employee Benefit Plan	6 Months Ended
	Jun. 30, 2024
Retirement Benefits [Abstract]
Employee Benefit Plan	Note 9 – Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100 3 50 3 5 The Company made matching contributions to the 401(k) Plan during the three and six months ended June 30, 2024 of $ 4,615 10,673 The Company made matching contributions to the 401(k) Plan during the three and six months ended June 30, 2023 of $ 14,398 24,679

Patent Assignment and Royalty A

Patent Assignment and Royalty Agreement	6 Months Ended
	Jun. 30, 2024
Patent Assignment And Royalty Agreement
Patent Assignment and Royalty Agreement	Note 10— Patent Assignment and Royalty Agreement In November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership or licensing agreement including the assigned patents. No revenue has been received subject to this agreement for the three and six months ended June 30, 2024 and 2023, respectively.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 11— Subsequent Events On August 16, 2024, the Company entered into (i) an Amendment (the “Series F-1 Long Term Warrant Amendment”) with the Series F-1 Investors, effective as of June 30, 2024, relating to the Series F-1 Long Term Warrants, (ii) an Amendment (the “Series F-1 Short Term Warrant Amendment” and, together with the Series F-1 Long Term Warrant Amendment, the “Series F-1 Warrant Amendments”) with the Series F-1 Investors, effective as of June 30, 2024 relating to the Series F-1 Short Term Warrants, (iii) an Amendment (the “Series G Long Term Warrant Amendment”) with the Series G Investors, effective as of June 30, 2024, relating to the Series G Long Term Warrants, (ii) an Amendment (the “Series G Short Term Warrant Amendment” and, together with the Series G Long Term Warrant Amendment, the “Series G Warrant Amendments” and collectively with the Series F-1 Warrant Amendments, the “Warrant Amendments”) with the Series G Investors, effective as of June 30, 2024 relating to the Series G Short Term Warrants. The Warrant Amendments modified certain terms of the Series F-1 Warrants and Series G Warrants relating to the rights of the holders of such warrants to provide that, in the event of a Fundamental Transaction (as defined in each of the Series F-1 Warrants and Series G Warrants) that is not within the Company’s control, including the Fundamental Transaction not being approved by the Company’s Board of Directors, the holders of the Series F-1 Warrants and Series G Warrants shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined in each of the Series F-1 Warrants and Series G Warrants) of the unexercised portion of such Series F-1 Warrant or Series G Warrants, that is being offered and paid to the holders of the Company’s Common Stock in connection with the Fundamental Transaction. In addition, (i) the Series F-1 Warrant Amendments amend the definition of Black Scholes Value related to the volatility input which is now an expected volatility equal to the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure of the applicable Fundamental Transaction and (2) the date of a holder’s request, and (ii) the Series G Warrant Amendments amend the definition of Black Scholes Value related to the volatility input which is now an expected volatility equal to the 60 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the earliest to occur of (1) the public disclosure of the applicable Fundamental Transaction and (2) the date of a holder’s request. The following pro forma financial information gives effect to the Warrant Amendments and the Stockholder Approval as if they had occurred on June 30, 2024. The Warrant Amendments resulted in that, following the receipt of Stockholder Approval on July 24, 2024, the reclassification of the Series F-1 Warrants and Series G Warrants were reclassified to be considered equity classified and not liability classified in accordance with ASC 815. TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Balance Sheets (unaudited) Schedule of Proforma Condensed Consolidated Financials As Reported As Adjusted June 30, 2024 Adjustments June 30, 2024 ASSETS Current Assets Cash $ 536,026 $ - $ 536,026 Marketable Securities 12,530,326 - 12,530,326 Prepaid expenses 1,291,380 - 1,291,380 Total Current Assets 14,357,732 - 14,357,732 Non-Current Assets Lease Right-of-Use 25,803 - 25,803 Goodwill 10,498,539 - 10,498,539 Investment in Oravax Medical 1,500,000 - 1,500,000 Total Non-Current Assets 12,024,342 - 12,024,342 Total Assets $ 26,382,074 $ - $ 26,382,074 LIABILITIES Current Liabilities Trade and Other Payables $ 4,616,513 $ - $ 4,616,513 Deferred Compensation Payable 331,992 - 331,992 Due to MyMD FL Shareholders 29,982 - 29,982 Lease Liability 25,803 - 25,803 Dividends Payable 778,491 - 778,491 Derivative Liability - - - Warrant Liability - - - Total Current Liabilities 5,782,781 - 5,782,781 Non-Current Liabilities Deferred Compensation Payable, net of current - - - Derivative Liability, net of current 926,000 - 926,000 Warrant Liability, net of current 19,291,000 (19,291,000 ) - Total Non-Current Liabilities 20,217,000 (19,291,000 ) 926,000 Total Liabilities 25,999,781 (19,291,000 ) 6,708,781 Commitments and Contingencies - - - Mezzanine Equity Series F Convertible Preferred Stock, 15,000 0.001 1,000 4,675 6,633 4,675,000 10 626,553 4,576,553 - 4,576,553 Series F Convertible Preferred Stock – Discount (3,310,483 ) - (3,310,483 ) Series F Convertible Preferred Stock – Derivative (981,582 ) - (981,582 ) Series F-1 Convertible Preferred Stock, 5,050 0.001 1,000 5,050 0 5,050,000 10 54,813 5,050,000 - 5,050,000 Series F-1 Convertible Preferred Stock - Discount (5,050,000 ) - (5,050,000 ) Series F-1 Convertible Preferred Stock - Derivative - - - Temporay Preferred stock Derivative, value Series G Convertible Preferred Stock, 12,826,273 0.001 1,000 8,950 0 8,950,000 10 97,145 8,950,000 - 8,950,000 Redeemable Preferred Stock, value 8,950,000 - 8,950,000 Series G Convertible Preferred Stock - Discount (8,950,000 ) - (8,950,000 ) Temporary Preferred Stock Discount, value (8,950,000 ) - (8,950,000 ) Total Mezzanine Equity 284,488 - 284,488 STOCKHOLDERS’ EQUITY Preferred Stock, par value $ 0.001 50,000,000 Series D Convertible Preferred Stock, 211,353 0.001 0.01 72,992 72,992 144,524 - 144,524 Preferred stock, value 144,524 - 144,524 Common Stock, par value $ 0.001 250,000,000 2,370,423 2,018,857 2,370 - 2,370 Additional Paid in Capital 123,272,874 19,291,000 142,563,874 Accumulated Deficit (123,321,963 ) - (123,321,963 ) Total Stockholders’ Equity 97,805 19,291,000 19,405,805 Total Liabilities, Mezzanine Equity, and Stockholders’ Equity $ 26,382,074 $ - $ 26,382,074 TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Statement of Changes in Shareholders’ Equity For the Six Months Ended June 30, 2024 (unaudited) Shares Series F Shares Series F Shares Series F Shares Series D Shares $0.001 Capital Deficit Equity Series F Series F-1 Series G Series D Common Stock Convertible Preferred Stock Convertible Preferred Stock Convertible Preferred Stock Convertible Preferred Stock Common Stock Par Value Additional Paid In Accumulated Total Shares Series F Shares Series F Shares Series F Shares Series D Shares $0.001 Capital Deficit Equity Balance at June 30, 2024; As Reported 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 Balance, value 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 Adjustments - - - - - - - - - - 19,291,000 - 19,291,000 June 30, 2024; As Adjusted 4,675 $ 284,488 5,050 $ - 8,950 $ - 72,992 $ 144,524 2,370,423 $ 2,370 $ 142,563,874 $ (123,338,963 ) $ 19,405,805 Balance, value 4,675 $ 284,488 5,050 $ - 8,950 $ - 72,992 $ 144,524 2,370,423 $ 2,370 $ 142,563,874 $ (123,338,963 ) $ 19,405,805

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	(a) Basis of Presentation The condensed consolidated financial statements of the Company are prepared in U.S. Dollars and in accordance with accounting principles generally accepted in the United States of America (US GAAP). The accompanying unaudited condensed financial statements have been prepared by the Company. These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in Note 2 Significant Accounting Policies included in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on April 1, 2024 (the “2023 Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2023 Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three and six months ended June 30, 2024 may not be necessarily indicative of the operating results expected for the full year or any future period.
Use of Estimates and Judgments	(b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes for recording the fair value of financial instruments, derivative financial instruments valuations, research and development expenses, impairment of intangible assets and the valuation of share-based payments.
Functional and Presentation Currency	(c) Functional and Presentation Currency These condensed consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Condensed Consolidated Statements of Comprehensive Loss.
Comprehensive Income (Loss)	(d) Comprehensive Income (Loss) The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive income. Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Since the Company has no items of other comprehensive income (loss), comprehensive loss is equal to net loss.
Cash and Cash Equivalents	(e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents.
Fair Value of Financial Instruments	(f) Fair Value of Financial Instruments Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three and six months ended June 30, 2024. The carrying amounts of cash equivalents, accounts receivable, other current assets, other assets, accounts payable, and accrued expenses approximated their fair values as of June 30, 2024 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s common stock and estimates for the equity volatility and traded volume volatility of the Company’s common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and the probability of default. The fair value of the warrant liabilities was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate. Fair Value Measurement The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: 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. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. (f) Fair Value of Financial Instruments, continued The following is a description of the valuation methodologies used for assets measured at fair value as of June 30, 2024 and December 31, 2023. Schedule of Marketable Securities Marketable Securities: Quoted Prices Quoted Prices Significant Marketable securities at June 30, 2024 $ 12,530,326 $ - $ - Marketable securities at December 31, 2023 $ 2,242,106 $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. As of June 30, 2024 and December 31, 2023, the Company held certain mutual funds, which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the three months ended June 30, 2024 and 2023 was a loss of $ 76 983 975 2,695 Gains and losses resulting from the sales of marketable securities were losses of $ 75 389 Gains and losses resulting from the sales of marketable securities were gains of $ 100 214 Proceeds from the sales of marketable securities in the six months ended June 30, 2024 and 2023 were $ 2,250,360 5,749,970 Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liabilities and bifurcated embedded derivatives represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy of the Valuation Inputs Description Level June 30,2024 Liabilities: Warrant liabilities (Note 1) 3 $ 19,291,000 Derivative liabilities (Note 1) 3 $ 926,000 Description Level December 31, 2023 Liabilities: Warrant liabilities (Note 3) 3 $ 867,000 Derivative liabilities (Note 3) 3 $ 61,000 The following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring basis for the six months ended June 30, 2024: Summary of Change in Fair Value of Warrant Liabilities Balance on December 31, 2023 $ 867,000 Issuance of warrants reported at fair value 21,992,000 Change in fair value of warrant liabilities 4,393,000 Reclassification of warrant liability to equity upon warrant modification (7,961,000 ) Balance on June 30, 2024 $ 19,291,000 The following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on a recurring basis for the six months ended June 30, 2024: Summary of Change in Fair Value of Derivative Liabilities Balance on December 31, 2023 $ 61,000 Issuance of convertible preferred stock with derivative liabilities 854,000 Change in fair value of derivative liabilities 11,000 Balance on June 30, 2024 $ 926,000
Derivative Financial Instruments	(g) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging The Company has determined that the Series F Convertible Preferred Stock warrants are derivatives that are required to be accounted for as liabilities. The Company has also determined that the following embedded features in the preferred stock are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion and as such are bifurcated from the preferred stock and accounted for as liabilities. The fair value of the warrants and embedded features are estimated using internal valuation models. The Company’s valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the Statements of Comprehensive Income (Loss). Modification of warrants The Company applies the guidance in ASC 815-40 to account for warrants that are liability classified that are subsequently modified resulting in a reclassification to equity. The warrants are remeasured at fair value on the modification date, the change in fair value is recognized as a non-cash gain or loss on the Statement of Comprehensive Income (Loss), and the warrants are reclassified to additional paid-in capital.
Prepaid Expenses	(h) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used are comprised principally of prepaid insurance and research and development expenses.
Concentrations	(i) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions and accounts receivable. At times, the Company’s cash in banks exceeds the FDIC insurance limit. The Company has not experienced any loss because of these cash deposits. These cash balances are maintained with two banks as of June 30, 2024.
Risk Management of Cash and Investments	(j) Risk Management of Cash and Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm.
Investments	(k) Investments Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323. In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: 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. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. In accordance with FASB ASC 321-10-35-2, the Company has elected to measure its investment in Oravax Medical, Inc. (“Oravax”) (Note 3) as an equity security without a readily determinable fair value. Under this election, an equity security without a readily available fair value is reflected at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. At each reporting period, the Company is required to make a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. If deemed impaired, the Company is required to estimate the fair value of the investment and recognize an impairment loss equal to the difference between the fair value of the investment and its carry amount. As of June 30, 2024, the Company performed a qualitative assessment to evaluate whether the investment is impaired and determined that the investment was not impaired and thus no adjustment to fair market value was required as of June 30, 2024.
Property, Plant and Equipment	(l) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Condensed Consolidated Statements of Comprehensive Loss. Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment 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 Depreciation methods, useful lives and residual values are reviewed at each reporting date.
Intangible Assets	(m) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge in the Condensed Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets Propriety protection for the Company’s products, technology and process is important to its competitive position. As of June 30, 2024, the Company has 17 issued U.S. patents, 68 foreign patents, 2 pending U.S. patent applications and 7 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights, trademarks, and trade secrets) using all legal remedies available to the Company. The Company records expenses related to the application for and maintenance of patents as a component of research and development expenses on the Condensed Consolidated Statement of Comprehensive Loss. Patent Costs Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17
Goodwill	(n) Goodwill Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts.
Recoverability of Long-Lived Assets	(o) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets.
Right-of-Use Assets	(p) Right-of-Use Assets The Company leased a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 56,016 12 12 The Company leased a facility in Tampa, Florida (“Platt St”) under an operating lease (“Platt Street Lease”) with annual rentals of $ 22,030 23,259 The Company leased a facility in Baltimore, Maryland (“2024 Wolfe St”) under an operating lease (“2024 Baltimore Lease”) with annual rentals of $ 32,400 In accordance with FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company utilizes the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the 2024 Baltimore Lease, the 2021 Baltimore Lease and the Platt Street Lease on the Condensed Consolidated Balance Sheets. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Balance Sheet Location Lease Lease Lease Total Lease Lease Total As of June 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 $ - $ - $ 25,803 $ 25,803 $ - $ 47,389 $ 47,389 Lease Payable, current - - 25,803 25,803 - 48,870 48,870 Lease Payable - net of current - - - - - - - The following provides details of the Company’s lease expense: Schedule of Lease Expense Lease Expenses Lease Lease Lease Total Lease Lease Total For the Three Months Ended June 30, 2024 For the Three Months Ended June 30, 2023 Platt Street 2021 Baltimore 2024 Baltimore Platt Street 2021 Baltimore Lease Expenses Lease Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 4,668 $ 5,400 $ 10,068 $ 5,659 $ 13,600 $ 19,259 Lease Expenses Lease Lease Lease Total Lease Lease Total For the Six Months Ended June 30, 2024 For the Six Months Ended June 30, 2023 Platt Street 2021 Baltimore 2024 Baltimore Platt Street 2021 Baltimore Lease Expenses Lease Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 18,672 $ 5,400 $ 24,072 $ 11,321 $ 27,200 $ 38,521 Other information as of June 30, 2024 related to leases is presented below: Schedule of Other Information Related to Leases Platt Street 2021 Baltimore 2024 Baltimore Other Information Lease Lease Lease Total Operating Leases Operating cash used $ - $ 18,672 $ - $ 18,672 Average remaining lease term - - 10 10 Average discount rate 10.0 % 10.0 % 10.0 % 10.0 % As of June 30, 2024, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Platt Street 2021 Baltimore 2024 Baltimore Lease Lease Lease Total For Years Ending December 31, 2024 - - 16,200 $ 16,200 2025 - - 10,800 10,800 Total future minimum lease payments, undiscounted $ - $ - $ 27,000 $ 27,000 Less: Imputed interest - - 1,197 1,197 Present value of future minimum lease payments $ - $ - $ 25,803 $ 25,803
Revenue Recognition	(q) Revenue Recognition The Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: 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
Income Taxes	(r) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of June 30, 2024 and December 31, 2023, no liability for unrecognized tax benefits was required to be reported. There was no The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expenses. There were no Tax years from 2020 through 2023 remain subject to examination by federal and state jurisdictions.
Basic and Diluted Earnings per Share of Common Stock	(s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common stock plus dilutive common share equivalents outstanding during the period. Potential common stock that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of Common Stock and dilutive potential Common Stock outstanding during the period. As the Company reported a net loss for the three and six months ended June 30, 2024 and 2023, Common Stock equivalents were anti-dilutive. As of June 30, 2024 and 2023, the following securities are excluded from the calculation of weighted average dilutive common stock because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 As of 2024 2023 Stock Options 85,226 37,167 Unvested Restricted Stock Units 46,668 93,169 Warrants to purchase Common Stock 23,895,139 4,934,065 Series C Convertible Preferred Warrants 918 918 Series D Convertible Preferred Stock 1,217 1,217 Series F Convertible Preferred Stock 2,574,339 3,930,818 Series F-1 Convertible Preferred Stock 2,780,837 - Series G Convertible Preferred Stock 4,928,414 - Total potentially dilutive shares 34,314,758 8,997,354
Stock-based Payments	(t) Stock-based Payments The Company accounts for stock-based compensation under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (the “2018 Update”). The amendments in the 2018 Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. Prior to the 2018 Update, Topic 718 applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur.
Research and Development Costs	(u) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf.
Recently Issued Accounting Pronouncements	(v) Recently Issued Accounting Pronouncements As of June 30, 2024 and for the three and six months then ended, there were no recently issued accounting pronouncements that had a material effect on the Company’s consolidated financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule of Marketable Securities	The following is a description of the valuation methodologies used for assets measured at fair value as of June 30, 2024 and December 31, 2023. Schedule of Marketable Securities Marketable Securities: Quoted Prices Quoted Prices Significant Marketable securities at June 30, 2024 $ 12,530,326 $ - $ - Marketable securities at December 31, 2023 $ 2,242,106 $ - $ -
Schedule of Fair Value Hierarchy of the Valuation Inputs	Schedule of Fair Value Hierarchy of the Valuation Inputs Description Level June 30,2024 Liabilities: Warrant liabilities (Note 1) 3 $ 19,291,000 Derivative liabilities (Note 1) 3 $ 926,000 Description Level December 31, 2023 Liabilities: Warrant liabilities (Note 3) 3 $ 867,000 Derivative liabilities (Note 3) 3 $ 61,000
Summary of Change in Fair Value of Warrant Liabilities	The following table sets forth a summary of the change in the fair value of the warrant liabilities that is measured at fair value on a recurring basis for the six months ended June 30, 2024: Summary of Change in Fair Value of Warrant Liabilities Balance on December 31, 2023 $ 867,000 Issuance of warrants reported at fair value 21,992,000 Change in fair value of warrant liabilities 4,393,000 Reclassification of warrant liability to equity upon warrant modification (7,961,000 ) Balance on June 30, 2024 $ 19,291,000
Summary of Change in Fair Value of Derivative Liabilities	The following table sets forth a summary of the change in the fair value of the derivative liabilities that is measured at fair value on a recurring basis for the six months ended June 30, 2024: Summary of Change in Fair Value of Derivative Liabilities Balance on December 31, 2023 $ 61,000 Issuance of convertible preferred stock with derivative liabilities 854,000 Change in fair value of derivative liabilities 11,000 Balance on June 30, 2024 $ 926,000
Schedule of Estimated Useful Lives of Property Plant and Equipment	The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment 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
Schedule of Estimated Useful Lives of Intangible Assets	Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease	Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the 2024 Baltimore Lease, the 2021 Baltimore Lease and the Platt Street Lease on the Condensed Consolidated Balance Sheets. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Balance Sheet Location Lease Lease Lease Total Lease Lease Total As of June 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 $ - $ - $ 25,803 $ 25,803 $ - $ 47,389 $ 47,389 Lease Payable, current - - 25,803 25,803 - 48,870 48,870 Lease Payable - net of current - - - - - - -
Schedule of Lease Expense	The following provides details of the Company’s lease expense: Schedule of Lease Expense Lease Expenses Lease Lease Lease Total Lease Lease Total For the Three Months Ended June 30, 2024 For the Three Months Ended June 30, 2023 Platt Street 2021 Baltimore 2024 Baltimore Platt Street 2021 Baltimore Lease Expenses Lease Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 4,668 $ 5,400 $ 10,068 $ 5,659 $ 13,600 $ 19,259 Lease Expenses Lease Lease Lease Total Lease Lease Total For the Six Months Ended June 30, 2024 For the Six Months Ended June 30, 2023 Platt Street 2021 Baltimore 2024 Baltimore Platt Street 2021 Baltimore Lease Expenses Lease Lease Lease Total Lease Lease Total Operating Leases Lease Costs $ - $ 18,672 $ 5,400 $ 24,072 $ 11,321 $ 27,200 $ 38,521
Schedule of Other Information Related to Leases	Other information as of June 30, 2024 related to leases is presented below: Schedule of Other Information Related to Leases Platt Street 2021 Baltimore 2024 Baltimore Other Information Lease Lease Lease Total Operating Leases Operating cash used $ - $ 18,672 $ - $ 18,672 Average remaining lease term - - 10 10 Average discount rate 10.0 % 10.0 % 10.0 % 10.0 %
Schedule of Operating Lease Minimum Lease Payments	As of June 30, 2024, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Platt Street 2021 Baltimore 2024 Baltimore Lease Lease Lease Total For Years Ending December 31, 2024 - - 16,200 $ 16,200 2025 - - 10,800 10,800 Total future minimum lease payments, undiscounted $ - $ - $ 27,000 $ 27,000 Less: Imputed interest - - 1,197 1,197 Present value of future minimum lease payments $ - $ - $ 25,803 $ 25,803
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share	As of June 30, 2024 and 2023, the following securities are excluded from the calculation of weighted average dilutive common stock because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2024 2023 As of 2024 2023 Stock Options 85,226 37,167 Unvested Restricted Stock Units 46,668 93,169 Warrants to purchase Common Stock 23,895,139 4,934,065 Series C Convertible Preferred Warrants 918 918 Series D Convertible Preferred Stock 1,217 1,217 Series F Convertible Preferred Stock 2,574,339 3,930,818 Series F-1 Convertible Preferred Stock 2,780,837 - Series G Convertible Preferred Stock 4,928,414 - Total potentially dilutive shares 34,314,758 8,997,354

Trade and Other Payables (Table

Trade and Other Payables (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Schedule of Trade and Other Payables	Trade and other payables consist of the following: Schedule of Trade and Other Payables June 30, 2024 December 31, 2023 Accounts Payable – Trade $ 4,092,152 $ 3,079,080 Accrued Expenses 524,361 637,138 Trade and other payables, Total $ 4,616,513 $ 3,716,218

Stock-based Payments (Tables)

Stock-based Payments (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Summary of Stock Options Activity	The following table summarizes the activities for the Company’s stock options for the six months ended June 30, 2024: Summary of Stock Options Activity 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 (36,668 ) 26.62 26.28 9.17 - Canceled/Expired - - - - - Balance at June 30, 2024 103,172 $ 53.01 $ 48.40 7.14 $ - Exercisable as of June 30, 2024 85,226 $ 52.84 $ 47.95 6.84 $ -
Summary of Restricted Stock Units Activity	The following is the status of outstanding unvested restricted stock units outstanding as of June 30, 2024 and the changes for the six months ended June 30, 2024: Summary of Restricted Stock Units Activity Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2023 88,668 $ 242.70 Granted - - Vested - - Forfeited (40,000 ) 242.70 Canceled/Expired - - Balance at June 30, 2024 48,668 $ 242.70

Equity (Tables)

Equity (Tables)	6 Months Ended
	Jun. 30, 2024
Common Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Summary of Warrant Activity	The table below summarizes the warrant activity for the six months ended June 30, 2024: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2023 4,933,622 $ 147.86 4.08 $ 21,650,589 Issued 15,418,510 1,816 3.15 370,044 Series F Modification Removed (4,716,904 ) 3.18 3.65 - Re-issued 8,259,911 1.816 3.65 198,238 Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at June 30, 2024 23,895,139 $ 3.03 3.31 $ 568,282 Exercisable as of June 30, 2024 23,895,139 $ 3.03 3.31 $ 568,282
Series C Convertible Preferred Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Summary of Warrant Activity	The table below summarizes the warrant activity for the six months ended June 30, 2024: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2023 918 $ 240.00 0.94 $ - Granted - - - - Exercised - - - - Forfeited - - - - Cancelled/Expired - - - - Balance at June 30, 2024 918 $ 240.00 0.44 $ - Exercisable as of June 30, 2024 918 $ 240.00 0.44 $ -

Subsequent Events (Tables)

Subsequent Events (Tables)	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Schedule of Proforma Condensed Consolidated Financials	TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Balance Sheets (unaudited) Schedule of Proforma Condensed Consolidated Financials As Reported As Adjusted June 30, 2024 Adjustments June 30, 2024 ASSETS Current Assets Cash $ 536,026 $ - $ 536,026 Marketable Securities 12,530,326 - 12,530,326 Prepaid expenses 1,291,380 - 1,291,380 Total Current Assets 14,357,732 - 14,357,732 Non-Current Assets Lease Right-of-Use 25,803 - 25,803 Goodwill 10,498,539 - 10,498,539 Investment in Oravax Medical 1,500,000 - 1,500,000 Total Non-Current Assets 12,024,342 - 12,024,342 Total Assets $ 26,382,074 $ - $ 26,382,074 LIABILITIES Current Liabilities Trade and Other Payables $ 4,616,513 $ - $ 4,616,513 Deferred Compensation Payable 331,992 - 331,992 Due to MyMD FL Shareholders 29,982 - 29,982 Lease Liability 25,803 - 25,803 Dividends Payable 778,491 - 778,491 Derivative Liability - - - Warrant Liability - - - Total Current Liabilities 5,782,781 - 5,782,781 Non-Current Liabilities Deferred Compensation Payable, net of current - - - Derivative Liability, net of current 926,000 - 926,000 Warrant Liability, net of current 19,291,000 (19,291,000 ) - Total Non-Current Liabilities 20,217,000 (19,291,000 ) 926,000 Total Liabilities 25,999,781 (19,291,000 ) 6,708,781 Commitments and Contingencies - - - Mezzanine Equity Series F Convertible Preferred Stock, 15,000 0.001 1,000 4,675 6,633 4,675,000 10 626,553 4,576,553 - 4,576,553 Series F Convertible Preferred Stock – Discount (3,310,483 ) - (3,310,483 ) Series F Convertible Preferred Stock – Derivative (981,582 ) - (981,582 ) Series F-1 Convertible Preferred Stock, 5,050 0.001 1,000 5,050 0 5,050,000 10 54,813 5,050,000 - 5,050,000 Series F-1 Convertible Preferred Stock - Discount (5,050,000 ) - (5,050,000 ) Series F-1 Convertible Preferred Stock - Derivative - - - Temporay Preferred stock Derivative, value Series G Convertible Preferred Stock, 12,826,273 0.001 1,000 8,950 0 8,950,000 10 97,145 8,950,000 - 8,950,000 Redeemable Preferred Stock, value 8,950,000 - 8,950,000 Series G Convertible Preferred Stock - Discount (8,950,000 ) - (8,950,000 ) Temporary Preferred Stock Discount, value (8,950,000 ) - (8,950,000 ) Total Mezzanine Equity 284,488 - 284,488 STOCKHOLDERS’ EQUITY Preferred Stock, par value $ 0.001 50,000,000 Series D Convertible Preferred Stock, 211,353 0.001 0.01 72,992 72,992 144,524 - 144,524 Preferred stock, value 144,524 - 144,524 Common Stock, par value $ 0.001 250,000,000 2,370,423 2,018,857 2,370 - 2,370 Additional Paid in Capital 123,272,874 19,291,000 142,563,874 Accumulated Deficit (123,321,963 ) - (123,321,963 ) Total Stockholders’ Equity 97,805 19,291,000 19,405,805 Total Liabilities, Mezzanine Equity, and Stockholders’ Equity $ 26,382,074 $ - $ 26,382,074 TNF PHARMACEUTICALS, INC. AND SUBSIDIARIES Pro Forma Condensed Consolidated Statement of Changes in Shareholders’ Equity For the Six Months Ended June 30, 2024 (unaudited) Shares Series F Shares Series F Shares Series F Shares Series D Shares $0.001 Capital Deficit Equity Series F Series F-1 Series G Series D Common Stock Convertible Preferred Stock Convertible Preferred Stock Convertible Preferred Stock Convertible Preferred Stock Common Stock Par Value Additional Paid In Accumulated Total Shares Series F Shares Series F Shares Series F Shares Series D Shares $0.001 Capital Deficit Equity Balance at June 30, 2024; As Reported 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 Balance, value 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 Adjustments - - - - - - - - - - 19,291,000 - 19,291,000 June 30, 2024; As Adjusted 4,675 $ 284,488 5,050 $ - 8,950 $ - 72,992 $ 144,524 2,370,423 $ 2,370 $ 142,563,874 $ (123,338,963 ) $ 19,405,805 Balance, value 4,675 $ 284,488 5,050 $ - 8,950 $ - 72,992 $ 144,524 2,370,423 $ 2,370 $ 142,563,874 $ (123,338,963 ) $ 19,405,805

Organization and Description _2

Organization and Description of Business (Details Narrative)													3 Months Ended			6 Months Ended
	Jul. 25, 2024 USD ($) shares	Jul. 17, 2024 USD ($)	Jun. 14, 2024 USD ($)	May 20, 2024 USD ($) $ / shares shares	May 14, 2024 USD ($)	Apr. 05, 2024 USD ($) $ / shares	Mar. 31, 2024 USD ($)	Feb. 23, 2024	Feb. 14, 2024 shares	Feb. 13, 2024 shares	Nov. 13, 2023 USD ($)	Feb. 21, 2023 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($) shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jul. 24, 2024 shares	Jun. 17, 2024 shares	Mar. 04, 2024 $ / shares	Dec. 31, 2023 USD ($) $ / shares shares	Feb. 28, 2023 $ / shares shares
Common stock, par value | $ / shares													$ 0.001			$ 0.001				$ 0.001	$ 0.001
Reverse Stock Split								1-for-30	1-for-30
Common stock issued | shares									16,666,666	500,000,000
Common stock, shares authorized | shares									66,666,666	550,000,000			250,000,000			250,000,000					250,000,000
Preferred stock, par value | $ / shares													$ 0.001			$ 0.001					$ 0.001
Issuance of preferred shares		$ 5,100,000
Preferred stock dividends													625,382	$ 373,796		$ 1,827,249	$ 532,129
Derivative fair value												$ 3,149,800	0			0
Stock issuance costs															314,311
Fair value of the warrants															$ 10,623,000
Change in fair value of derivative liability													$ (72,000)	(1,490,200)		$ (11,000)	(315,200)
Probability of default													1.5			1.5
Fair value of the warrants																	10,623,000
Issuance of warrants																762,834
Warrants at fair value													$ (2,701,000)	(2,930,700)		$ 4,393,000	(2,810,000)
Preferred Stock, Shares Authorized | shares													50,000,000			50,000,000					50,000,000
Employment agreement description											Effective November 13, 2023, the Company entered into an amendment to the employment agreement of Dr. Chris Chapman, its President and Chief Medical Officer, providing for Dr. Chapman’s annual base salary to be adjusted from five hundred thousand dollars ($500,000) (the “Full Base Salary”) to two hundred fifty thousand dollars ($250,000) in cash per annum, until payment of his Full Base Salary would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further provides that the remaining $250,000 of base salary per annum (the “Deferral Amount”) shall be deferred until payment of the Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Deferral Amount may be paid, at Dr. Chapman’s election, in shares of Common Stock or in cash. As of June 30, 2024 and December 31, 2023, the Company had recognized a salary deferral of $120,192 and $28,846, respectively, which was paid to Dr. Chapman upon his separation from the Company.
Officers compensation																$ 345,056	559,224
Implementation of directors agreement description											In connection with an overall reduction in compensation paid to the Company’s directors implemented in November 2023, effective November 13, 2023, the Company entered into an amendment to the employment agreement of Christopher C. Schreiber, a Director and the Company’s former Executive Chairman, providing for Mr. Schreiber’s annual fee to be adjusted from three hundred thousand dollars ($300,000) (the “Full Fee”) to sixty thousand dollars ($60,000) in cash per annum, until payment of his Full Fee would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion. The amendment further provides that the remaining $240,000 of the fees per annum (the “Fee Deferral Amount”) shall be deferred until payment of the Fee Deferral Amount would no longer jeopardize the Company’s ability to continue as a going concern, as determined by the Company in its sole discretion, at which time the Fee Deferral Amount may be paid, at Mr. Schreiber’s election, in shares of Common Stock or in cash. The amendment also clarified that Mr. Schreiber’s title is “Director.” As of June 30, 2024 and December 31, 2023, the Company had recognized a salary deferral of $120,000 and $27,692, respectively, which is included in Deferred Compensation Payable on the Condensed Consolidated Balance Sheets.
Board fee deferral													$ 331,992			331,992
Deferred Compensation Payable [Member]
Board fee deferral													$ 140,800			$ 140,800					$ 44,000
Series F-1 Short Term Warrants [Member]
Warrant exercise price | $ / shares													$ 1.816			$ 1.816
Warrants to purchase common stock | shares													2,780,839			2,780,839
Series F-1 Long Term Warrants [Member]
Warrant exercise price | $ / shares													$ 1.816			$ 1.816
Warrants to purchase common stock | shares													2,780,839			2,780,839
Series F-1 Long Term Warrants [Member] | Subsequent Event [Member]
Warrants at fair value	$ 6,965,000
Change in fair value as a non-cash loss	16,000
Series G Short Term Warrants [Member] | Subsequent Event [Member]
Warrants at fair value	12,343,000
Change in fair value as a non-cash loss	$ 11,000
Fair Value, Recurring [Member]
Fair value of the warrants																$ 21,992,000
Change in fair value of derivative liability																11,000
Warrants at fair value																4,393,000
Reclassification of warrant liability to equit upon warrant modification																(7,961,000)
Other Operating Income (Expense) [Member]
Change in fair value of derivative liability													$ 0	194,500		$ 0	315,200
Fair value of common stock on valuation date | $ / shares													$ 2.39			$ 2.39
Common Stock [Member]
Common stock issued | shares															65,960
Issuance of preferred shares
Exercise price | $ / shares													$ 1.84			$ 1.84					$ 7.77
Preferred Stock [Member]
Issuance of preferred shares															14,087,111
Derivative fair value															3,149,800
Contra Preferred Stock [Member]
Issuance of preferred shares		9,000,000
Measurement Input, Expected Dividend Rate [Member]
Derivative measurement input												10	10			10
Estimated equity volatility																95%
Discounted market interest rate																6.20%
Penalty dividend rate													15			15
Measurement Input, Exercise Price [Member] | Common Stock [Member]
Exercise price | $ / shares												$ 1.90
Measurement Input, Option Volatility [Member]
Derivative measurement input												120
Measurement Input, Price Volatility [Member]
Derivative measurement input												190
Measurement Input, Maturity [Member]
Time of maturity												1 year 4 months 6 days
Measurement Input, Maturity [Member] | Other Operating Income (Expense) [Member]
Time of maturity																3 months
Measurement Input, Discount Rate [Member]
Derivative measurement input												6.8
Measurement Input, Lapse Rate [Member]
Derivative measurement input												15
Measurement Input, Default Rate [Member]
Derivative measurement input												0.5
Measurement Input Volume Volatility [Member]
Estimated traded volume volatility													175			175
Series F Convertible Preferred Stock [Member]
Conversion price | $ / shares												$ 2.255
Share issued price, per share | $ / shares						$ 6.765
Issuance of preferred shares						$ 3,000,000
Preferred shares dividend rate												10%
Preferred stock conversion ratio percentage													19.99			19.99
Series F Convertible Preferred Stock [Member] | Preferred Stock [Member]
Issuance of preferred shares															912,889
Series F Convertible Preferred Stock [Member] | Measurement Input, Expected Dividend Rate [Member]
Preferred shares dividend rate												15%
Series F-1 Preferred Stock [Member]
Warrant exercise price | $ / shares													$ 1.816			$ 1.816
Debt description																The amortization payments due upon such redemption are payable, at the Company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Series F Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Series F Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) a “Floor Price” of $6.60 on a post-split basis (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Stock Market.
Preferred shares dividend rate																10%
Preferred stock dividends													$ 54,813	0		$ 54,813	0
Warrants at fair value																7,900,000
Fair value, preferred stock																9,300,000
Derivative liability													900,000			900,000
Stock discount																$ 5,100,000
Preferred stock stock description																(i) approximately $4.2 million related to the difference between the gross proceeds and the allocated residual fair value of the Series F-1 Preferred Stock (i.e., $0), and (ii) approximately $0.9 million related to the stock derivative at issuance, is accounted for as a reduction to the carrying value of the Series F Preferred Stock and will be accreted from the issuance date to maturity in accordance with ASC 480-10-S99-3A as redemption is deemed probable pursuant to the Installment Redemption terms of the Series F-1 Certificate of Designations.
Series F-1 Preferred Stock [Member] | Measurement Input, Expected Dividend Rate [Member]
Preferred shares dividend rate																15%
Series G Preferred Stock [Member]
Preferred shares dividend rate																10%
Preferred stock dividends													97,145	0		$ 97,145	0
Series G Preferred Stock [Member] | Preferred Stock [Member]
Warrants at fair value		14,100,000
Fair value, preferred stock		$ 22,300,000
Series G Preferred Stock [Member] | Measurement Input, Expected Dividend Rate [Member]
Preferred shares dividend rate																15%
Series F Common Stock Warrants [Member]
Fair value of the warrants															$ 10,623,000
Series F Common Stock Warrants [Member] | Warrant [Member]
Warrants term															5 years
Series F Common Stock Warrants [Member] | Measurement Input, Option Volatility [Member]
Stock price per share															125
Series F Common Stock Warrants [Member] | Measurement Input, Expected Dividend Payment [Member]
Stock price per share															0
Series F Common Stock Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Stock price per share															4.09
Series F Warrants [Member]
Fair value of the warrants																$ 7,961,000
Series F Warrants [Member] | Fair Value, Recurring [Member]
Warrant liability					$ 7,961,000		$ 7,094,000
Reclassification of warrant liability to equit upon warrant modification							$ 7,961,000
Series F Warrants [Member] | Other Operating Income (Expense) [Member]
Warrants at fair value													$ 0	$ 1,635,000		$ 7,094,000	$ 315,200
Series F Warrants [Member] | Warrant [Member]
Warrants term													3 years 10 months 24 days			3 years 10 months 24 days
Series F Warrants [Member] | Measurement Input, Option Volatility [Member]
Stock price per share													110			110
Series F Warrants [Member] | Measurement Input, Expected Dividend Payment [Member]
Stock price per share													0			0
Series F Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Stock price per share													4.31			4.31
Series F One Preferreds Stock [Member]
Debt description																The amortization payments due upon such redemption are payable, at the Company’s election, in cash at 105% of the applicable Installment Redemption Amount (as defined in the Series F-1 Certificate of Designations), or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Series F-1 Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Company’s Common Stock during the thirty consecutive trading day period ending and including the trading day immediately prior to the date the amortization payment is due or (B) $0.364, which is 20% of the “Minimum Price” (as defined in Nasdaq Stock Market Rule 5635) on the date in which the Series F-1 Stockholder Approval (as defined herein) was obtained or, in any case, such lower amount as permitted, from time to time, by the Nasdaq Capital Market, and, in each case, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events, which amortization amounts are subject to certain adjustments as set forth in the Series F-1 Certificate of Designations (the “Series F-1 Floor Price”).
Series G Convertible Preferred Stock [Member] | Preferred Stock [Member]
Issuance of preferred shares
Investors [Member] | Warrant [Member] | Series G Short Term Warrants [Member]
Warrant exercise price | $ / shares													$ 1.816			$ 1.816
Warrants to purchase common stock | shares													4,928,416			4,928,416
Investors [Member] | Warrant [Member] | Series G Warrants [Member]
Warrant exercise price | $ / shares													$ 1.816			$ 1.816
Warrants to purchase common stock | shares													4,928,416			4,928,416
Director [Member]
Deferral excess payment											$ 156,000
Eagle Uzonwanne [Member]
Deferral excess payment											36,000
Securities Purchase Agreement [Member]
shares issued | shares				5,050
Convertable preferred stock | shares				2,780,839
Warrant exercise price | $ / shares				$ 1.816
Preferred stock, stated value | $ / shares				$ 1,000
Securities Purchase Agreement [Member] | Series F-1 Short Term Warrants [Member]
Issuance of warrants				$ 2,780,839
Warrant exercise price | $ / shares				$ 1.816
Securities Purchase Agreement [Member] | Series F-1 Long Term Warrants [Member]
Issuance of warrants				$ 2,780,839
Warrant exercise price | $ / shares				$ 1.816
Securities Purchase Agreement [Member] | Series F-1 Preferred Stock [Member]
Preferred stock, par value | $ / shares				0.001
Securities Purchase Agreement [Member] | Series G Preferred Stock [Member]
Preferred stock, par value | $ / shares				$ 0.001
Securities Purchase Agreement [Member] | Investors [Member]
shares issued | shares												15,000
Preferred stock stated value												$ 1,000
Convertable preferred stock | shares												6,651,885
Warrant exercise price | $ / shares												$ 2.255										$ 3.18
Issuance of warrants												$ 6,651,885
Preferred stock, par value | $ / shares												$ 3.18
Warrant exercise price | $ / shares												$ 3.18
Warrants to purchase common stock | shares												4,716,904										4,716,904
Stock issuable | shares												8,259,911										8,259,911
Conversion price | $ / shares												$ 1.816
Warrants term													5 years			5 years						5 years
Securities Purchase Agreement [Member] | Investors [Member] | Series G Short Term Warrants [Member]
Issuance of warrants				$ 4,928,416
Warrant exercise price | $ / shares				$ 1.816
Securities Purchase Agreement [Member] | Investors [Member] | Series G Long Term Warrants [Member]
Warrant exercise price | $ / shares				$ 1.816
Issuance of warrants				$ 4,928,416
Issuance of warrants				$ 4,928,416
Securities Purchase Agreement [Member] | Investors [Member] | Common Stock [Member]
Warrants to purchase common stock | shares																						4,716,904
Securities Purchase Agreement [Member] | Investors [Member] | Series F Preferred Stock [Member]
Warrant exercise price | $ / shares												1.816
Preferred stock, par value | $ / shares												1.816
Securities Purchase Agreement [Member] | Investors [Member] | Series G Preferred Stock [Member]
shares issued | shares				8,950
Convertable preferred stock | shares				4,928,416
Warrant exercise price | $ / shares												1.816
Conversion price | $ / shares													$ 1.816			$ 1.816
Securities Purchase Agreement [Member] | Investors [Member] | Series F Common Stock Warrants [Member]
Warrant exercise price | $ / shares																						$ 1.816
Series G Preferred Stock [Member]
Preferred stock, stated value | $ / shares				$ 1,000
Series F-1 Registration Rights Agreement [Member]
Series F-1 registration rights description																the Company entered into a Registration Rights Agreement with the Series F-1 Investors (the “Series F-1 Registration Rights Agreement,”), pursuant to which the Company agreed to file a resale registration statement (the “Series F-1 Registration Statement”) with the SEC to register for resale 200% of the Series F-1 Conversion Shares and (B) 200% of the Series F-1 Warrant Shares promptly following the Closing Date, but in no event later than 30 calendar days after the Closing Date, and to have such Series F-1 Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series F-1 Registration Rights Agreement).
Series G Registration Rights Agreement [Member]
Series F-1 registration rights description																the Company entered into a Registration Rights Agreement with the Series G Investors (the “Series G Registration Rights Agreement” and, together with the Series F-1 Registration Rights Agreement, the “Registration Rights Agreements”) pursuant to which the Company agreed to file a resale registration statement (the “Series G Registration Statement”) with the SEC to register for resale 200% of the Series G Conversion Shares, (B) 200% of the shares of Common Stock issuable upon conversion of the PIK Shares, and (C) 200% of the Series G Warrant Shares promptly following the Closing Date, but in no event later than 30 calendar days after the Closing Date, and to have such Series G Registration Statement declared effective by the Effectiveness Deadline (as defined in the Series G Registration Rights Agreement)
Gpn agreement [Member] | Series F Warrants [Member]
Private Placement Warrants Description																In connection with the Private Placements, pursuant to (A) an engagement letter (the “GPN Agreement”) with GP Nurmenkari Inc. (“GPN”) and (B) an engagement letter (the “Palladium Agreement,” and collectively with the GPN Agreement, the “Engagement Letters”) with Palladium Capital Group, LLC (“Palladium,” and collectively with GPN, the “Placement Agents”), the Company engaged the Placement Agents to act as non-exclusive placement agents in connection with each Private Placement, pursuant to which, the Company agreed to (i) pay the Placement Agents a cash fee equal to 3% of the gross proceeds of each Private Placement (including any cash proceeds realized by the Company from the exercise of the Series F Warrants), (ii) reimbursement and payment of certain expenses, and (iii) issue to the Placement Agents on the Closing Date, warrants to purchase up to an aggregate of 693,833 of shares of Common Stock to each Placement Agent, which is equal to 3% of the aggregate number of shares of Common Stock underlying the securities issued in each Private Placement, including upon exercise of any Series F Warrants, with terms identical to the Series G Long-Term Warrants and Series F-1 Long-Term Warrants.
Separation Agreement [Member]
Officers compensation			$ 125,000
Payments to officer			25,000
Salaries			150,000
Share based compensation			$ 197,427
Minimum [Member]
Common stock, shares authorized | shares	16,666,666
Minimum [Member] | Subsequent Event [Member]
Common stock, shares authorized | shares																		16,666,666
Minimum [Member] | Series F Convertible Preferred Stock [Member]
Conversion price | $ / shares												$ 60.21	60.21			$ 60.21
Minimum [Member] | Series F-1 Preferred Stock [Member]
Conversion price | $ / shares													2.253			2.253
Minimum [Member] | Series G Preferred Stock [Member]
Common stock, shares authorized | shares																			8,950
Conversion price | $ / shares													$ 2.253			$ 2.253
Minimum [Member] | Director [Member]
Director fees											60,000
Minimum [Member] | Eagle Uzonwanne [Member]
Director fees											60,000
Minimum [Member] | Amendment Agreement [Member] | Series G Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized | shares																			8,950
Maximum [Member]
Common stock, shares authorized | shares									250,000,000
Maximum [Member] | Subsequent Event [Member]
Common stock, shares authorized | shares																		250,000,000
Maximum [Member] | Common Stock [Member]
Preferred stock conversion ratio percentage													19.99			19.99
Maximum [Member] | Series G Preferred Stock [Member]
Common stock, shares authorized | shares																			12,826,273
Maximum [Member] | Director [Member]
Director fees											216,000
Maximum [Member] | Eagle Uzonwanne [Member]
Director fees											$ 96,000
Maximum [Member] | Amendment Agreement [Member] | Series G Convertible Preferred Stock [Member]
Preferred Stock, Shares Authorized | shares																			12,826,273

Schedule of Marketable Securiti

Schedule of Marketable Securities (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Marketable securities	$ 12,530,326	$ 2,242,106
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Marketable securities	12,530,326	2,242,106
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Marketable securities
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Marketable securities

Schedule of Fair Value Hierarch

Schedule of Fair Value Hierarchy of the Valuation Inputs (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities		$ 867,000
Derivative liabilities		61,000
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Warrant liabilities	19,291,000	867,000
Derivative liabilities	$ 926,000	$ 61,000

Summary of Change in Fair Value

Summary of Change in Fair Value of Warrant Liabilities (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities, beginning balance				$ 867,000
Issuance of warrants reported at fair value			$ 10,623,000
Change in fair value of Warrant Liabilities	$ (2,701,000)	$ (2,930,700)		4,393,000	$ (2,810,000)
Warrant liability, ending balance
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities, beginning balance				867,000
Issuance of warrants reported at fair value				21,992,000
Change in fair value of Warrant Liabilities				4,393,000
Reclassification of warrant liability to equity upon warrant modification				(7,961,000)
Warrant liability, ending balance	$ 19,291,000			$ 19,291,000

Summary of Change in Fair Val_2

Summary of Change in Fair Value of Derivative Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, beginning balance			$ 61,000
Change in fair value of derivative liabilities	$ (72,000)	$ (1,490,200)	(11,000)	$ (315,200)
Derivative liabilities, ending balance
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, beginning balance			61,000
Issuance of convertible preferred stock with derivative liabilities			854,000
Change in fair value of derivative liabilities			11,000
Derivative liabilities, ending balance	$ 926,000		$ 926,000

Schedule of Estimated Useful Li

Schedule of Estimated Useful Lives of Property Plant and Equipment (Details)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful lives	5 years
Property, Plant and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful lives	12 years
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful lives	5 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful lives	10 years
Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful lives	3 years
Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful lives	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful lives	Shorter of the remaining lease or estimated useful life

Schedule of Estimated Useful _2

Schedule of Estimated Useful Lives of Intangible Assets (Details) - Patents and Trademarks [Member]	Jun. 30, 2024
Minimum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets estimated, useful lives	12 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Intangible assets estimated, useful lives	17 years

Schedule of Condensed Consolida

Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Lease Right of Use	$ 25,803	$ 47,389
Lease Payable, current	25,803	48,870
Lease Payable - net of current
Platt Street [Member]
Property, Plant and Equipment [Line Items]
Lease Right of Use
Lease Payable, current
Lease Payable - net of current
2021 Baltimore [Member]
Property, Plant and Equipment [Line Items]
Lease Right of Use		47,389
Lease Payable, current		48,870
Lease Payable - net of current
2024 Baltimore [Member]
Property, Plant and Equipment [Line Items]
Lease Right of Use	25,803
Lease Payable, current	25,803
Lease Payable - net of current

Schedule of Lease Expense (Deta

Schedule of Lease Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Lease Costs	$ 10,068	$ 19,259	$ 24,072	$ 38,521
Platt Street [Member]
Property, Plant and Equipment [Line Items]
Lease Costs		5,659		11,321
2021 Baltimore [Member]
Property, Plant and Equipment [Line Items]
Lease Costs	4,668	$ 13,600	18,672	$ 27,200
2024 Baltimore [Member]
Property, Plant and Equipment [Line Items]
Lease Costs	$ 5,400		$ 5,400

Schedule of Other Information R

Schedule of Other Information Related to Leases (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
Property, Plant and Equipment [Line Items]
Operating cash used	$ 18,672
Average remaining lease term	10 years
Average disount rate	10%
Platt Street [Member]
Property, Plant and Equipment [Line Items]
Operating cash used
Average disount rate	10%
2021 Baltimore [Member]
Property, Plant and Equipment [Line Items]
Operating cash used	$ 18,672
Average disount rate	10%
2024 Baltimore [Member]
Property, Plant and Equipment [Line Items]
Operating cash used
Average remaining lease term	10 years
Average disount rate	10%

Schedule of Operating Lease Min

Schedule of Operating Lease Minimum Lease Payments (Details)	Jun. 30, 2024 USD ($)
Property, Plant and Equipment [Line Items]
2024	$ 16,200
2025	10,800
Total future minimum lease payments, undiscounted	27,000
Less: Imputed interest	1,197
Present value of future minimum lease payments	25,803
Platt Street [Member]
Property, Plant and Equipment [Line Items]
2024
2025
Total future minimum lease payments, undiscounted
Less: Imputed interest
Present value of future minimum lease payments
2021 Baltimore [Member]
Property, Plant and Equipment [Line Items]
2024
2025
Total future minimum lease payments, undiscounted
Less: Imputed interest
Present value of future minimum lease payments
2024 Baltimore [Member]
Property, Plant and Equipment [Line Items]
2024	16,200
2025	10,800
Total future minimum lease payments, undiscounted	27,000
Less: Imputed interest	1,197
Present value of future minimum lease payments	$ 25,803

Schedule of Anti-dilutive Secur

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	34,314,758	8,997,354
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	85,226	37,167
Unvested Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	46,668	93,169
Warrants To Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	23,895,139	4,934,065
Series C Convertible Preferred Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	918	918
Series D Preferred Convertible Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	1,217	1,217
Series F Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	2,574,339	3,930,818
Series F-1 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	2,780,837
Series G Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	4,928,414

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)				3 Months Ended		6 Months Ended
	May 01, 2024	Apr. 01, 2022	Nov. 17, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 01, 2022
Property, Plant and Equipment [Line Items]
Unrealized loss on marketable securities				$ 76	$ 983	$ 975	$ 2,695
Gain loss on sale of marketable securities				(75)	(389)	100	(214)
Proceeds from the sales of marketable securities						2,250,360	5,749,970
Income tax expense
Income tax examination, penalties and interest accrued				$ 0	$ 0	$ 0	$ 0
2021 Baltimore [Member]
Property, Plant and Equipment [Line Items]
Lessee operating lease term of contract			12 months
Lessee operating lease renewal term								12 months
2021 Baltimore [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Operating lease expenses			$ 52,800
2021 Baltimore [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Operating lease expenses			$ 56,016
Platt Street [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Operating lease expenses		$ 22,030
Platt Street [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Operating lease expenses		$ 23,259
Baltimore [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Operating lease expenses	$ 32,400

Liquidity and Management_s Pl_2

Liquidity and Management’s Plans (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 29, 2024	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 536,026		$ 536,026				$ 2,681,010
Marketable Securities, Current	12,530,326		12,530,326				2,242,106
Net Income (Loss) Available to Common Stockholders, Basic	10,342,988	$ 4,541,449	21,344,896	$ 6,211,514
Working capital	8,574,951		8,574,951
Equity, Attributable to Parent	97,805	10,741,770	97,805	10,741,770	$ 97,805	$ 9,937,592	12,369,572	$ 13,094,059	$ 14,695,056
Retained Earnings (Accumulated Deficit)	123,321,963		123,321,963				$ 101,977,067
Net Cash Provided by (Used in) Operating Activities			4,580,551	7,891,517
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	9,565,648	4,167,653	19,365,689	5,679,385
Increase (Decrease) in Prepaid Expense			398,154	949,973
Dividends Payable	154,843		154,843
Change in fair value of derivatives	72,000	1,490,200	11,000	315,200
Non cash loss on issuance of preferred stock			8,846,000
Share-Based Payment Arrangement, Noncash Expense	$ 439,627	$ 1,677,271	956,992	1,746,339
Increase (Decrease) in Accounts Payable, Trade			900,295	(516,769)
Increase (Decrease) in Deferred Compensation			$ 231,454

Schedule of Trade and Other Pay

Schedule of Trade and Other Payables (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accounts Payable – Trade	$ 4,092,152	$ 3,079,080
Accrued Expenses	524,361	637,138
Trade and other payables, Total	$ 4,616,513	$ 3,716,218

Summary of Stock Options Activi

Summary of Stock Options Activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of Shares, Beginning Balance	139,840
Weighted Average Exercise Price, Beginning Balance	$ 46.09
Weighted Average Grant Date Fair Value, Beginning	$ 42.34
Weighted Average Remaining Contractual Term (Years), Beginning		8 years 2 months 1 day
Aggregate Intrinsic Value, Beginning Balance
Number of Shares, Granted
Weighted Average Exercise Price, Granted
Weighted Average Grant Date Fair Value, Granted
Number of Shares, Exercised
Weighted Average Exercise Price, Exercised
Weighted Average Grant Date Fair Value, Exercised
Number of Shares, Forfeited	(36,668)
Weighted Average Exercise Price, Forfeited	$ 26.62
Weighted Average Grant Date Fair Value, Forfeited	$ 26.28
Weighted Average Remaining Contractual Term (Years), Forfeited	9 years 2 months 1 day
Number of Shares, Canceled/Expired
Weighted Average Exercise Price, Canceled/Expired
Weighted Average Grant Date Fair Value, Canceled/Expired
Number of Shares, Ending Balance	103,172	139,840
Weighted Average Exercise Price, Ending Balance	$ 53.01	$ 46.09
Weighted Average Grant Date Fair Value, Ending	$ 48.40	$ 42.34
Weighted Average Remaining Contractual Term (Years), Ending	7 years 1 month 20 days
Aggregate Intrinsic Value, Ending Balance
Number of Shares, Exercisable	85,226
Weighted Average Exercise Price, Exercisable	$ 52.84
Weighted Average Grant Date Fair Value, Exercisable	$ 47.95
Weighted Average Remaining Contractual Term (Years), Exercisable	6 years 10 months 2 days
Aggregate Intrinsic Value, Exercisable

Summary of Restricted Stock Uni

Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs, Beginning Balance | shares	88,668
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 242.70
Number of RSUs, Granted | shares
Weighted Average Grant Date Fair Value, Granted | $ / shares
Number of RSUs, Vested | shares
Weighted Average Grant Date Fair Value, Vested | $ / shares
Number of RSUs, Forfeited | shares	(40,000)
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	$ 242.70
Number of RSUs, Cancelled/Expired | shares
Weighted Average Grant Date Fair Value, Cancelled/Expired | $ / shares
Number of RSUs, Ending Balance | shares	48,668
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 242.70

Stock-based Payments (Details N

Stock-based Payments (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 14, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Apr. 15, 2021	Aug. 27, 2020	Aug. 07, 2017	Dec. 31, 2016	Jan. 23, 2014
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option expenses				$ 53,581	$ 142,565
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment award, options, grants in period, grant date intrinsic value						$ 7.77
Equity Option [Member] | Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment award, options, grants in period, grant date intrinsic value				$ 1.84
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option expenses		$ 439,627	$ 1,677,271	$ 956,992	$ 1,746,339
Unamortized stock option expenses		517,891		$ 517,891
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units
Grant date fair value
Number of options vested				908
Issuance of stock options				908
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units vested, description	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
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units vested, description	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
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units vested, description	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
Restricted Stock Units (RSUs) [Member] | Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units	93,169
Grant date fair value	$ 242.70
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 11,811,721		$ 11,811,721
2013 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance											73
Grants to purchase common stock				54
Common stock remain available for issuance		19		19
2016 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance										50,000,000
2017 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance									118
Grants to purchase common stock				93
Common stock remain available for issuance		25		25
2018 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance								18,670
Grants to purchase common stock				8,769
Common stock remain available for issuance		9,901		9,901
2021 Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance							240,940
Grants to purchase common stock				153,650
Common stock remain available for issuance		87,290		87,290

Summary of Warrant Activity (De

Summary of Warrant Activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Common Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants, Beginning Balance	4,933,622
Weighted Average Exercise Price, Beginning Balance	$ 147.86
Average Remaining Contractual Term (years), Beginning		4 years 29 days
Aggregate Intrinsic Value, Beginning	$ 21,650,589
Number of Warrants, Granted	15,418,510
Weighted Average Exercise Price,Granted	$ 1,816
Weighted Average Remaining Contractual Term (years) issued	3 years 1 month 24 days
Aggregate Intrinsic Value, issued	$ 370,044
Number of Warrants, Removed	(4,716,904)
Weighted Average Exercise Price, Removed	$ 3.18
Weighted Average Remaining Contractual Term (years) removed	3 years 7 months 24 days
Number of Warrants, Reissued	8,259,911
Weighted Average Exercise Price, Reissued	$ 1.816
Weighted Average Remaining Contractual Term (years) reissued	3 years 7 months 24 days
Aggregate Intrinsic Value, reissued	$ 198,238
Number of Warrants, Exercised
Weighted Average Exercise Price, Exercised
Number of Warrants, Forfeited
Weighted Average Exercise Price, Forfeited
Number of Warrants,Cancelled/Expired
Weighted Average Exercise Price, Cancelled/Expired
Number of Warrants, Ending Balance	23,895,139	4,933,622
Weighted Average Exercise Price, Ending Balance	$ 3.03	$ 147.86
Average Remaining Contractual Term (years), Ending Balance	3 years 3 months 21 days
Aggregate Intrinsic Value, Ending	$ 568,282	$ 21,650,589
Number of Warrants, Exercisable	23,895,139
Weighted Average Exercise Price, Exercisable	$ 3.03
Average Remaining Contractual Term (years), Exercisable	3 years 3 months 21 days
Aggregate Intrinsic Value, Exercisable	$ 568,282
Series C Convertible Preferred Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants, Beginning Balance	918
Weighted Average Exercise Price, Beginning Balance	$ 240
Average Remaining Contractual Term (years), Beginning		11 months 8 days
Aggregate Intrinsic Value, Beginning
Number of Warrants, Granted
Weighted Average Exercise Price,Granted
Number of Warrants, Exercised
Weighted Average Exercise Price, Exercised
Number of Warrants, Forfeited
Weighted Average Exercise Price, Forfeited
Number of Warrants,Cancelled/Expired
Weighted Average Exercise Price, Cancelled/Expired
Number of Warrants, Ending Balance	918	918
Weighted Average Exercise Price, Ending Balance	$ 240	$ 240
Average Remaining Contractual Term (years), Ending Balance	5 months 8 days
Aggregate Intrinsic Value, Ending
Number of Warrants, Exercisable	918
Weighted Average Exercise Price, Exercisable	$ 240
Average Remaining Contractual Term (years), Exercisable	5 months 8 days
Aggregate Intrinsic Value, Exercisable

Equity (Details Narrative)

Equity (Details Narrative) - $ / shares

6 Months Ended

Feb. 21, 2023

Jun. 30, 2024

Jul. 25, 2024

Jul. 24, 2024

Jun. 17, 2024

May 20, 2024

Apr. 05, 2024

Mar. 04, 2024

Feb. 14, 2024

Feb. 13, 2024

Dec. 31, 2023

Feb. 28, 2023

Class of Stock [Line Items]

Common stock shares authorized

250,000,000

66,666,666

550,000,000

250,000,000

Capital units authorized

300,000,000

Common stock par value

$ 0.001

$ 0.001

$ 0.001

Preferred stock shares authorized

50,000,000

50,000,000

Preferred stock par value

$ 0.001

$ 0.001

Common stock, shares issued

2,370,423

2,018,857

Common stock, shares outstanding

2,370,423

2,018,857

Preferred stock, terms of conversion

The Series F-1 Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

Securities Purchase Agreement [Member]

Class of Stock [Line Items]

Preferred stock, stated value

$ 1,000

Warrant exercise price

1.816

Securities Purchase Agreement [Member] | Investors [Member]

Class of Stock [Line Items]

Preferred stock par value

$ 3.18

Conversion price per share

$ 1.816

Warrants to purchase common stock

4,716,904

4,716,904

Warrant exercise price

$ 2.255

$ 3.18

Common Stock [Member]

Class of Stock [Line Items]

Common stock, shares issued

2,370,423

2,018,857

Common stock, shares outstanding

2,370,423

2,018,857

Underlying shares

1,217

Share price

$ 1.84

$ 7.77

Common Stock [Member] | Securities Purchase Agreement [Member] | Investors [Member]

Class of Stock [Line Items]

Warrants to purchase common stock

4,716,904

Series G Preferred Stock [Member]

Class of Stock [Line Items]

Temporary stock, shares authorized

12,826,273

Preferred stock, shares issued

8,950

0

Preferred stock outstanding shares

8,950

0

Preferred stock, terms of conversion

The Series G Preferred Stock cannot be converted to Common Stock if the holder, other than PharmaCyte Biotech, Inc., and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice.

Dividend rate

10%

Series G Preferred Stock [Member] | Securities Purchase Agreement [Member]

Class of Stock [Line Items]

Preferred stock par value

$ 0.001

Series G Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investors [Member]

Class of Stock [Line Items]

Conversion price per share

$ 1.816

Warrant exercise price

1.816

Series C Convertible Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock shares authorized

1,990,000

Common stock, shares issued

918

918

Common stock, shares outstanding

918

918

Series D Convertible Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock shares authorized

211,353

211,353

Preferred stock par value

$ 0.001

$ 0.001

Preferred stock, shares issued

72,992

72,992

Preferred stock outstanding shares

72,992

72,992

Preferred stock, stated value

$ 0.01

$ 0.01

Conversion price per share

$ 0.01

Conversion of stock description

A holder of Series D Preferred Stock is prohibited from converting Series D Preferred Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our Common Stock then issued and outstanding (with such ownership restriction referred to as the “Series D Beneficial Ownership Limitation”) immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us. The conversion rate of the Series D Preferred Stock is subject to proportionate adjustments for stock splits, reverse stock splits and similar events, but is not subject to adjustment based on price anti-dilution provisions

Description of trading activities

If the Company fails to timely deliver shares of Common Stock upon conversion of the Series D Preferred Stock (the “Series D Conversion Shares”) within the time period specified in the Series D Certificate of Designation (within two trading days after delivery of the notice of conversion, or any shorter standard settlement period in effect with respect to trading market on the date notice is delivered), then the Company is obligated to pay to the holder, as liquidated damages, an amount equal to $25 per trading day (increasing to $50 per trading day on the third trading day and $100 per trading day on the sixth trading day) for each $5,000 of stated value of Series D Preferred Stock being converted which are not timely delivered. If the Company makes such liquidated damages payments, the Company is also not obligated to make Series D Buy-In (as defined below) payments with respect to the same Series D Conversion Shares

Series E Junior Participating Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock shares authorized

100,000

Series F Convertible Preferred Stock [Member]

Class of Stock [Line Items]

Temporary stock, shares authorized

15,000

15,000

Conversion price per share

$ 2.255

Conversion of stock description

If on any day after the issuance of the shares of Series F Preferred Stock the closing price of the Common Stock has exceeded $6.765 (as adjusted for the Reverse Stock Split) (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F Certificate of Designation are satisfied (the “Mandatory Conversion Date”), the Company shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, the Company shall convert all of each holder’s shares of Series F Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio

Preferred stock, terms of conversion

The Series F Preferred Stock cannot be converted to Common Stock if the holder and its affiliates would beneficially own more than 4.99% or 9.99% at the election of the holder of the outstanding Common Stock. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon notice to us, provided that any increase in this limitation will not be effective until 61 days after such notice from the holder to us and such increase or decrease will apply only to the holder providing such notice

Dividend rate

10%

Number of shares issued

$ 6.765

Series F Preferred Stock [Member]

Class of Stock [Line Items]

Temporary stock, shares authorized

5,050

Preferred stock, shares issued

4,675

6,633

Preferred stock outstanding shares

4,675

6,633

Stock Issued During Period, Shares, New Issues

350,658

Series F Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investors [Member]

Class of Stock [Line Items]

Preferred stock par value

$ 1.816

Warrant exercise price

1.816

Series F 1 Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock, shares issued

5,050

0

Preferred stock outstanding shares

5,050

0

Conversion of stock description

If on any day after the issuance of the shares of Series F-1 Preferred Stock the closing price of the Common Stock has exceeded $5.448 per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 20 consecutive trading days and the daily dollar trading volume of the Common Stock has exceeded $3,000,000 per trading day during the same period and certain equity conditions described in the Series F-1 Certificate of Designation are satisfied (the “Mandatory Conversion Date”), the Company shall deliver written notice of the Mandatory Conversion (as defined below) to all holders on the Mandatory Conversion Date and, on such Mandatory Conversion Date, the Company shall convert all of each holder’s shares of Series F-1 Preferred Stock into Conversion Shares at the then effective Conversion Price (the “Mandatory Conversion”). If any of the Equity Conditions shall cease to be satisfied at any time on or after the Mandatory Conversion Date through and including the actual delivery of all of the Conversion Shares to the holders, the Mandatory Conversion shall be deemed withdrawn and void ab initio

Dividend rate

10%

Series F 1 Preferred Stock [Member] | Measurement Input, Default Rate [Member]

Class of Stock [Line Items]

Dividend rate

15%

Series F Warrant [Member] | Securities Purchase Agreement [Member] | Investors [Member]

Class of Stock [Line Items]

Number of shares issued

$ 1.816

Minimum [Member]

Class of Stock [Line Items]

Common stock shares authorized

16,666,666

Minimum [Member] | Series G Preferred Stock [Member]

Class of Stock [Line Items]

Common stock shares authorized

8,950

Conversion price per share

$ 2.253

Minimum [Member] | Series F Convertible Preferred Stock [Member]

Class of Stock [Line Items]

Conversion price per share

$ 60.21

60.21

Minimum [Member] | Series F 1 Preferred Stock [Member]

Class of Stock [Line Items]

Conversion price per share

$ 2.253

Minimum [Member] | Subsequent Event [Member]

Class of Stock [Line Items]

Common stock shares authorized

16,666,666

Maximum [Member]

Class of Stock [Line Items]

Common stock shares authorized

250,000,000

Maximum [Member] | Series G Preferred Stock [Member]

Class of Stock [Line Items]

Common stock shares authorized

12,826,273

Maximum [Member] | Subsequent Event [Member]

Class of Stock [Line Items]

Common stock shares authorized

250,000,000

Related Parties (Details Narrat

Related Parties (Details Narrative) - Securities Purchase Agreement [Member] - USD ($)	May 20, 2024	Feb. 21, 2023	Feb. 28, 2023
shares issued	5,050
Convertable preferred stock	2,780,839
Warrant exercise price	$ 1.816
Investors [Member]
shares issued		15,000
Convertable preferred stock		6,651,885
Warrant exercise price		$ 2.255	$ 3.18
Issuance of warrants		$ 6,651,885
Warrant exercise price		$ 3.18
Investors [Member] | Series G Short Term Warrants [Member]
Issuance of warrants	$ 4,928,416
Warrant exercise price	$ 1.816
Investors [Member] | Series G Long Term Warrants [Member]
Warrant exercise price	$ 1.816
Issuance of warrants	$ 4,928,416
Proceeds	$ 8,900,000
Investors [Member] | Series G Preferred Stock [Member]
shares issued	8,950
Convertable preferred stock	4,928,416
Warrant exercise price		$ 1.816

Employee Benefit Plan (Details

Employee Benefit Plan (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Contributions to employee	$ 4,615	$ 14,398	$ 10,673	$ 24,679
401 (k) Plan Matches 100% [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution, percent of employees' gross pay			100%
401 (k) Plan Matches 100% [Member] | Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution, percent of employees' gross pay			3%
401 K Plan Matches 50% [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution, percent of employees' gross pay			3%
Employer matching contribution, percent of match			50%
401 K Plan Matches 50% [Member] | Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution, percent of employees' gross pay			5%

Schedule of Proforma Condensed

Schedule of Proforma Condensed Consolidated Financials (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 29, 2024	Mar. 31, 2024	Mar. 04, 2024	Feb. 14, 2024	Feb. 13, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 536,026						$ 2,681,010
Marketable Securities	12,530,326						2,242,106
Prepaid expenses	1,291,380						893,226
Total Current Assets	14,357,732						5,816,342
Non-Current Assets
Lease Right-of-Use	25,803						47,389
Goodwill	10,498,539						10,498,539
Investment in Oravax Medical	1,500,000
Total Non-Current Assets	12,024,342						12,045,928
Total Assets	26,382,074						17,862,270
Current Liabilities
Trade and Other Payables	4,616,513						3,716,218
Deferred Compensation Payable	331,992
Due to MyMD FL Shareholders	29,982
Lease Liability	25,803						48,870
Dividends Payable	778,491						265,019
Derivative Liability							61,000
Warrant Liability							867,000
Total Current Liabilities	5,782,781						4,988,089
Non-Current Liabilities
Deferred Compensation Payable, net of current							100,538
Derivative Liability, net of current	926,000
Warrant Liability, net of current	19,291,000
Total Non-Current Liabilities	20,217,000						100,538
Total Liabilities	25,999,781						5,088,627
Commitments and Contingencies
Mezzanine Equity
Total Mezzanine Equity	$ 284,488						$ 404,071
STOCKHOLDERS’ EQUITY
Preferred stock, par value	$ 0.001						$ 0.001
Preferred stock, shares authorized	50,000,000						50,000,000
Common Stock, par value $0.001, 250,000,000 shares authorized 2,370,423 and 2,018,857 shares issued and outstanding as of June 30, 2024 and December 31, 2023	$ 2,370						$ 2,019
Common stock, par value	$ 0.001			$ 0.001			$ 0.001
Common stock, shares authorized	250,000,000				66,666,666	550,000,000	250,000,000
Common stock, shares issued	2,370,423						2,018,857
Common stock, shares outstanding	2,370,423						2,018,857
Additional Paid in Capital	$ 123,272,874						$ 114,200,096
Accumulated Deficit	(123,321,963)						(101,977,067)
Total Stockholders’ Equity	97,805	$ 97,805	$ 9,937,592				12,369,572	$ 10,741,770	$ 13,094,059	$ 14,695,056
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	26,382,074						17,862,270
Series F Convertible Preferred Stock [Member]
Mezzanine Equity
Redeemable Preferred Stock, value	$ 4,576,553						$ 6,500,278
Temporary equity shares, authorized	15,000						15,000
Temporary stock, par value	$ 0.001						$ 0.001
Temporary stock, par value	$ 1,000						$ 1,000
Temporary stock, shares outstanding	4,675						6,633
Temporary stock, shares issued	4,675						6,633
Temporary equity, liquidation preference	$ 4,675,000
Temporary stock dividend rate percentage	10%
Temporary stock dividend	$ 626,553
Temporary Preferred Stock Discount, value	(3,310,483)						$ (4,702,023)
Temporay Preferred stock Derivative, value	(981,582)						(1,394,184)
Series F-1 Convertible Preferred Stock [Member]
Mezzanine Equity
Redeemable Preferred Stock, value	$ 5,050,000
Temporary equity shares, authorized	5,050						5,050
Temporary stock, par value	$ 0.001						$ 0.001
Temporary stock, par value	$ 1,000						$ 1,000
Temporary stock, shares outstanding	5,050						0
Temporary stock, shares issued	5,050						0
Temporary equity, liquidation preference	$ 5,050,000
Temporary stock dividend rate percentage	10%
Temporary stock dividend	$ 54,813
Temporary Preferred Stock Discount, value	(5,050,000)
Temporay Preferred stock Derivative, value
Series G Convertible Preferred Stock [Member]
Mezzanine Equity
Redeemable Preferred Stock, value	$ 8,950,000
Temporary equity shares, authorized	12,826,273						12,826,273
Temporary stock, par value	$ 0.001						$ 0.001
Temporary stock, par value	$ 1,000						$ 1,000
Temporary stock, shares outstanding	8,950						0
Temporary stock, shares issued	8,950						0
Temporary equity, liquidation preference	$ 8,950,000
Temporary stock dividend rate percentage	10%
Temporary stock dividend	$ 97,145
Temporary Preferred Stock Discount, value	(8,950,000)
Series D Convertible Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	$ 144,524						$ 144,524
Preferred stock, par value	$ 0.001						$ 0.001
Preferred stock, shares authorized	211,353						211,353
[custom:PreferredStockStatedValue-0]	$ 0.01						$ 0.01
Preferred Stock, Shares Outstanding	72,992						72,992
Preferred Stock, Shares Issued	72,992						72,992
Revision of Prior Period, Reclassification, Adjustment [Member]
Current Assets
Cash
Marketable Securities
Prepaid expenses
Total Current Assets
Non-Current Assets
Lease Right-of-Use
Goodwill
Investment in Oravax Medical
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and Other Payables
Deferred Compensation Payable
Due to MyMD FL Shareholders
Lease Liability
Dividends Payable
Derivative Liability
Warrant Liability
Total Current Liabilities
Non-Current Liabilities
Deferred Compensation Payable, net of current
Derivative Liability, net of current
Warrant Liability, net of current	(19,291,000)
Total Non-Current Liabilities	(19,291,000)
Total Liabilities	(19,291,000)
Commitments and Contingencies
Mezzanine Equity
Total Mezzanine Equity
STOCKHOLDERS’ EQUITY
Common Stock, par value $0.001, 250,000,000 shares authorized 2,370,423 and 2,018,857 shares issued and outstanding as of June 30, 2024 and December 31, 2023
Additional Paid in Capital	19,291,000
Accumulated Deficit
Total Stockholders’ Equity	19,291,000
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity
Revision of Prior Period, Reclassification, Adjustment [Member] | Series F Convertible Preferred Stock [Member]
Mezzanine Equity
Redeemable Preferred Stock, value
Temporary Preferred Stock Discount, value
Temporay Preferred stock Derivative, value
Revision of Prior Period, Reclassification, Adjustment [Member] | Series F-1 Convertible Preferred Stock [Member]
Mezzanine Equity
Redeemable Preferred Stock, value
Temporary Preferred Stock Discount, value
Temporay Preferred stock Derivative, value
Revision of Prior Period, Reclassification, Adjustment [Member] | Series G Convertible Preferred Stock [Member]
Mezzanine Equity
Redeemable Preferred Stock, value
Temporary Preferred Stock Discount, value
Revision of Prior Period, Reclassification, Adjustment [Member] | Series D Convertible Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Previously Reported [Member]
Current Assets
Cash	536,026
Marketable Securities	12,530,326
Prepaid expenses	1,291,380
Total Current Assets	14,357,732
Non-Current Assets
Lease Right-of-Use	25,803
Goodwill	10,498,539
Investment in Oravax Medical	1,500,000
Total Non-Current Assets	12,024,342
Total Assets	26,382,074
Current Liabilities
Trade and Other Payables	4,616,513
Deferred Compensation Payable	331,992
Due to MyMD FL Shareholders	29,982
Lease Liability	25,803
Dividends Payable	778,491
Derivative Liability
Warrant Liability
Total Current Liabilities	5,782,781
Non-Current Liabilities
Deferred Compensation Payable, net of current
Derivative Liability, net of current	926,000
Warrant Liability, net of current
Total Non-Current Liabilities	926,000
Total Liabilities	6,708,781
Commitments and Contingencies
Mezzanine Equity
Total Mezzanine Equity	284,488
STOCKHOLDERS’ EQUITY
Common Stock, par value $0.001, 250,000,000 shares authorized 2,370,423 and 2,018,857 shares issued and outstanding as of June 30, 2024 and December 31, 2023	2,370
Additional Paid in Capital	142,563,874
Accumulated Deficit	(123,321,963)
Total Stockholders’ Equity	19,405,805
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	26,382,074
Previously Reported [Member] | Series F Convertible Preferred Stock [Member]
Mezzanine Equity
Redeemable Preferred Stock, value	4,576,553
Temporary Preferred Stock Discount, value	(3,310,483)
Temporay Preferred stock Derivative, value	(981,582)
Previously Reported [Member] | Series F-1 Convertible Preferred Stock [Member]
Mezzanine Equity
Redeemable Preferred Stock, value	5,050,000
Temporary Preferred Stock Discount, value	(5,050,000)
Temporay Preferred stock Derivative, value
Previously Reported [Member] | Series G Convertible Preferred Stock [Member]
Mezzanine Equity
Redeemable Preferred Stock, value	8,950,000
Temporary Preferred Stock Discount, value	(8,950,000)
Previously Reported [Member] | Series D Convertible Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	$ 144,524

Schedule of Proforma Condense_2

Schedule of Proforma Condensed Consolidated Statements of Changes in Shareholders Equity (Details)	Jun. 30, 2024 USD ($) shares
Balance	$ 97,805
Balance	97,805
Temporary stock, Balance	284,488
Revision of Prior Period, Reclassification, Adjustment [Member]
Adjustments	19,291,000
Balance	19,291,000
Temporary stock, Balance
Previously Reported [Member]
Balance	19,405,805
Temporary stock, Balance	284,488
Common Stock [Member]
Balance	$ 2,370
Balance, shares | shares	2,370,423
Balance	$ 2,370
Balance, shares | shares	2,370,423
Common Stock [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Adjustments
Common Stock [Member] | Previously Reported [Member]
Balance	$ 2,370
Balance, shares | shares	2,370,423
Additional Paid-in Capital [Member]
Balance	$ 123,272,874
Balance	123,272,874
Additional Paid-in Capital [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Adjustments	19,291,000
Additional Paid-in Capital [Member] | Previously Reported [Member]
Balance	142,563,874
Retained Earnings [Member]
Balance	(123,321,963)
Balance	(123,321,963)
Retained Earnings [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Adjustments
Retained Earnings [Member] | Previously Reported [Member]
Balance	$ (123,338,963)
Series F Convertible Preferred Stock [Member]
Temporary stock, Balance, shares | shares	4,675
Series F Convertible Preferred Stock [Member] | Preferred Stock [Member]
Balance	$ 284,488
Temporary stock, Balance, shares | shares	4,675
Temporary stock, Balance	$ 284,488
Balance	$ 284,488
Temporary stock, Balance, shares | shares	4,675
Temporary stock, Balance	$ 284,488
Series F Convertible Preferred Stock [Member] | Preferred Stock [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Adjustments
Series F Convertible Preferred Stock [Member] | Preferred Stock [Member] | Previously Reported [Member]
Balance	$ 284,488
Temporary stock, Balance, shares | shares	4,675
Temporary stock, Balance	$ 284,488
Series F-1 Convertible Preferred Stock [Member]
Temporary stock, Balance, shares | shares	5,050
Series F-1 Convertible Preferred Stock [Member] | Preferred Stock [Member]
Balance
Temporary stock, Balance, shares | shares	5,050
Temporary stock, Balance
Balance
Temporary stock, Balance, shares | shares	5,050
Temporary stock, Balance
Series F-1 Convertible Preferred Stock [Member] | Preferred Stock [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Adjustments
Series F-1 Convertible Preferred Stock [Member] | Preferred Stock [Member] | Previously Reported [Member]
Balance
Temporary stock, Balance, shares | shares	5,050
Temporary stock, Balance
Series G Convertible Preferred Stock [Member]
Temporary stock, Balance, shares | shares	8,950
Series G Convertible Preferred Stock [Member] | Preferred Stock [Member]
Balance
Temporary stock, Balance, shares | shares	8,950
Temporary stock, Balance
Balance
Temporary stock, Balance, shares | shares	8,950
Temporary stock, Balance
Series G Convertible Preferred Stock [Member] | Preferred Stock [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Adjustments
Series G Convertible Preferred Stock [Member] | Preferred Stock [Member] | Previously Reported [Member]
Balance
Temporary stock, Balance, shares | shares	8,950
Temporary stock, Balance
Series D Convertible Preferred Stock [Member] | Preferred Stock [Member]
Balance	$ 144,524
Balance, shares | shares	72,992
Balance	$ 144,524
Balance, shares | shares	72,992
Series D Convertible Preferred Stock [Member] | Preferred Stock [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]
Adjustments
Series D Convertible Preferred Stock [Member] | Preferred Stock [Member] | Previously Reported [Member]
Balance	$ 144,524
Balance, shares | shares	72,992