TFF Pharmaceuticals (TFFP) 10-Q 5 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 02, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	TFF Pharmaceuticals, Inc.
Entity Central Index Key	0001733413
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		22,226,284
Entity File Number	001-39102
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 41,617,891	$ 28,094,936
Prepaid assets and other current assets	595,016	1,092,462
Total current assets	42,212,907	29,187,398
Property and equipment, net	945,365
Total assets	43,158,272	29,187,398
Current liabilities:
Accounts payable	1,573,384	410,638
Total current liabilities	1,573,384	410,638
Accrued research and development expense (see Note 5)		1,132,013
Total liabilities	1,573,384	1,542,651
Commitments and contingencies (see Note 4)
Stockholders' equity:
Common stock; $0.001 par value, 45,000,000 shares authorized; 22,226,284 and 18,450,992 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	22,226	18,451
Additional paid-in capital	70,014,551	43,338,710
Accumulated other comprehensive loss	(67,663)
Accumulated deficit	(28,384,226)	(15,712,414)
Total stockholders' equity	41,584,888	27,644,747
Total liabilities and stockholders' equity	$ 43,158,272	$ 29,187,398

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	45,000,000	45,000,000
Common stock, shares issued	22,226,284	18,450,992
Common stock, Shares outstanding	22,226,284	18,450,992

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Operating expenses:
Research and development	$ 2,823,669	$ 2,563,528	$ 7,626,982	$ 5,554,046
General and administrative	2,254,912	300,640	5,147,639	1,721,691
Total operating expenses	5,078,581	2,864,168	12,774,621	7,275,737
Loss from operations	(5,078,581)	(2,864,168)	(12,774,621)	(7,275,737)
Other income:
Interest income	20,546	25,865	102,809	67,699
Total other income	20,546	25,865	102,809	67,699
Net loss	(5,058,035)	(2,838,303)	(12,671,812)	(7,208,038)
Preferred stock dividend		(258,635)		(768,876)
Net loss applicable to common stock	(5,058,035)	(3,096,938)	(12,671,812)	(7,976,914)
Other comprehensive loss:
Foreign currency translation adjustments	(28,172)		(67,663)
Comprehensive loss	$ (5,086,207)	$ (3,096,938)	$ (12,739,475)	$ (7,976,914)
Net loss applicable to common stock per share, basic and diluted	$ (0.24)	$ (0.70)	$ (0.61)	$ (1.81)
Weighted average common shares outstanding, basic and diluted	20,867,526	4,400,000	20,810,004	4,400,000

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Balance at Dec. 31, 2018	$ 4,000	$ 596,724		$ (3,842,186)	$ (3,241,462)
Balance, shares at Dec. 31, 2018	4,000,000
Stock-based compensation		121,226			121,226
Dividends on preferred stock		(221,279)			(221,279)
Net loss				(2,182,815)	(2,182,815)
Balance at Mar. 31, 2019	$ 4,000	496,671		(6,025,001)	(5,524,330)
Balance, shares at Mar. 31, 2019	4,000,000
Stock-based compensation		486,396			486,396
Dividends on preferred stock		(288,962)			(288,962)
Net loss				(2,186,920)	(2,186,920)
Balance at Jun. 30, 2019	$ 4,000	694,106		(8,211,921)	(7,513,815)
Balance, shares at Jun. 30, 2019	4,000,000
Stock-based compensation		(229,016)			(229,016)
Dividends on preferred stock		(258,635)			(258,635)
Net loss				(2,838,303)	(2,838,303)
Balance at Sep. 30, 2019	$ 4,000	206,455		(11,050,224)	(10,839,769)
Balance, shares at Sep. 30, 2019	4,000,000
Balance at Dec. 31, 2019	$ 18,451	43,338,710		(15,712,414)	27,644,747
Balance, shares at Dec. 31, 2019	18,450,992
Issuance of common stock for accrued research and development expense	$ 221	1,131,792			1,132,013
Issuance of common stock for accrued research and development expense, shares	220,666
Stock-based compensation		425,844			425,844
Foreign currency translation adjustment			(20,283)		(20,283)
Net loss				(3,797,198)	(3,797,198)
Balance at Mar. 31, 2020	$ 18,672	44,896,346	(20,283)	(19,509,612)	25,385,123
Balance, shares at Mar. 31, 2020	18,671,658
Stock-based compensation		295,356			295,356
Foreign currency translation adjustment			(19,208)		(19,208)
Net loss				(3,816,579)	(3,816,579)
Balance at Jun. 30, 2020	$ 18,672	45,191,702	(39,491)	(23,326,191)	21,844,692
Balance, shares at Jun. 30, 2020	18,671,658
Sale of common stock, net of offering costs	$ 3,048	24,277,235			24,280,283
Sale of common stock, net of offering costs, shares	3,048,654
Stock-based compensation		546,120			546,120
Issuance of common stock in connection with cashless warrant exercises	$ 506	(506)
Issuance of common stock in connection with cashless warrant exercises, shares	505,972
Foreign currency translation adjustment			(28,172)		(28,172)
Net loss				(5,058,035)	(5,058,035)
Balance at Sep. 30, 2020	$ 22,226	$ 70,014,551	$ (67,663)	$ (28,384,226)	$ 41,584,888
Balance, shares at Sep. 30, 2020	22,226,284

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities:
Net loss	$ (12,671,812)	$ (7,208,038)
Adjustment to reconcile net loss to net cash used in operating activities:
Stock based compensation	1,267,320	378,607
Changes in operating assets and liabilities:
Prepaid assets	519,816	(261,204)
Accounts payable	501,877	181,307
Net cash used in operating activities	(10,382,799)	(6,909,328)
Cash flows from investing activities:
Purchases of property and equipment	(293,243)
Net cash used in investing activities	(293,243)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs	24,280,283
Proceeds from issuance of preferred stock		7,198,226
Net cash provided by financing activities	24,280,283	7,198,226
Effect of exchange rate changes on cash and cash equivalents	(81,286)
Net change in cash and cash equivalents	13,522,955	288,898
Cash and cash equivalents at beginning of period	28,094,936	10,261,671
Cash and cash equivalents at end of period	41,617,891	10,550,569
Supplemental disclosure of non-cash investing and financing activities:
Accrued offering costs		81,153
Accrued dividend		768,876
Cashless exercise of warrants	506
Issuance of common stock for accrued research and development expense	1,132,013
Purchases of property and equipment included in accounts payable	$ 652,122

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 30, 2020
Organization and Description of Business [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS TFF Pharmaceuticals, Inc. (the "Company") was incorporated in the State of Delaware on January 24, 2018 by Lung Therapeutics, Inc. ("LTI"), at which time the Company and LTI entered into a Contribution and Subscription Agreement ("Contribution Agreement") pursuant to which LTI agreed to transfer to the Company certain of LTI's non-core intellectual property rights and other assets, including LTI's rights under a patent license agreement with the University of Texas at Austin (see Note 5), in exchange for 4,000,000 shares of the Company's common stock. The transactions under the Contribution Agreement closed in March 2018. LTI's basis in such assets were minimal. LTI is an early-stage biotechnology company focused on the development of certain technologies in the pulmonary field. The Company's initial focus is on the development of inhaled dry powder drugs to enhance the treatment of pulmonary diseases and conditions. In December 2019, the Company established a wholly-owned Australian subsidiary, TFF Pharmaceuticals Australia Pty Ltd ("TFF Australia"), in order to conduct clinical research. TFF Pharmaceuticals, Inc., along with TFF Australia, are collectively referred to as the "Company". The Company is in the development stage and is devoting substantially all of its efforts toward technology research and development. October 2019 Initial Public Offering In October 2019, the Company completed an initial public offering ("IPO"), selling 4,400,000 shares of common stock at an offering price of $5.00 per share. The Company received gross proceeds of approximately $22,000,000. In addition, the Company granted the underwriter a 45-day option to purchase an additional 660,000 shares of common stock at the initial public offering price, less underwriting discounts and commissions. The option was exercised in November 2019 and the underwriter purchased an additional 479,300 shares of common stock and the Company received additional gross proceeds of approximately $2,397,000. August 2020 Private Placement On August 13, 2020, the Company conducted a private placement of 3,048,654 shares of its common stock, at a purchase price per share of $8.50, for aggregate gross proceeds to the Company of approximately $25,914,000, before deducting selling commissions and other offering expenses payable by the Company. After deducting the placement agent and other offering expenses, the Company received net proceeds of approximately $24,280,000. See Note 6 for additional details of the private placement. COVID-19 On March 11, 2020, the World Health Organization declared a novel strain of coronavirus disease ("COVID-19") a global pandemic.

Liquidity and Management's Plan

Liquidity and Management's Plans	9 Months Ended
	Sep. 30, 2020
Liquidity and Managements Plans [Abstract]
LIQUIDITY AND MANAGEMENT'S PLANS	NOTE 2 - LIQUIDITY AND MANAGEMENT'S PLANS As of September 30, 2020, the Company had cash and cash equivalents of approximately $41,618,000 and a working capital of approximately $40,640,000. The Company has not generated revenues since inception and has incurred recurring operating losses. The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital to pursue its product development. The Company expects to further increase its research and development activities, which will increase the amount of cash utilized subsequent to September 30, 2020. Specifically, the Company expects increased spending on research and development activities and higher payroll expenses as it increases its professional and scientific staff and continues to prepare for anticipated manufacturing activities. The Company currently believes its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the date of issuance of these condensed consolidated financial statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission ("SEC"). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. In the opinion of the Company's management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2020 and the results of operations, changes in stockholders' equity and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. Principles of Consolidation The consolidated financial statements include the accounts of TFF Pharmaceuticals, Inc. and its wholly-owned subsidiary, TFF Australia. All material intercompany accounts and transactions have been eliminated in consolidation. Foreign Currency The currency of TFF Australia, the Company's international subsidiary, is in Australian dollars. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at each balance sheet date. Results of operations and cash flows are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a separate component of stockholders' equity in accumulated other comprehensive income (loss). Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company calculates depreciation using the straight-line method over the estimated useful lives of the assets, which range from two to five years for furniture, fixtures, lab and computer equipment and software. Assets held within construction in progress are not depreciated. Construction in progress is related to the construction or development of property and equipment that have not yet been placed in service for its intended use. As of September 30, 2020, all of the Company's property and equipment consist of lab equipment that are considered construction in progress. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Fair Value of Financial Instruments Authoritative guidance requires disclosure of the fair value of financial instruments. The Company's financial instruments consist of cash and cash equivalents and accounts payable, the carrying amounts of which approximate their estimated fair values primarily due to the short-term nature of the instruments or based on information obtained from market sources and management estimates. The Company measures the fair value of certain of its financial assets and liabilities on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value which is not equivalent to cost will be classified and disclosed in one of the following three categories: Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Basic and Diluted Earnings per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. Since the Company has had net losses for all periods presented, all potentially dilutive securities are anti-dilutive. Basic weighted average shares outstanding for the three and nine months ended September 30, 2020 and 2019 include 400,000 shares underlying a warrant to purchase common shares. As the shares underlying this warrant can be issued for little consideration (an aggregate exercise price of $0.01 per share), these shares are deemed to be issued for purposes of basic earnings per share. For the nine months ended September 30, 2020 and 2019, the Company had the following potential common stock equivalents outstanding which were not included in the calculation of diluted net loss per common share because inclusion thereof would be anti-dilutive: Nine Months Ended Nine Months Ended September 30, September 30, Stock Options 2,871,123 1,341,094 Series A Convertible Preferred Stock* — 9,568,700 Warrants 460,526 658,212 3,331,649 11,568,006 * On an as-converted basis Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include the fair value of stock-based compensation and warrants and the valuation allowance against deferred tax assets and related disclosures. Actual results could differ from those estimates. Recent Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) Leases.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 4 - COMMITMENTS AND CONTINGENCIES Operating Leases In October 2018, the Company entered into a lease agreement for office space in Doylestown, Pennsylvania. The lease commenced on October 15, 2018, the Company exercised a one-year lease renewal in October 2019, and another one-year lease renewal in October 2020 that will expire on October 31, 2021. The lease has an additional one-year option for renewal, and the base rent is $36,000 per year. The Company has determined that the lease agreement is considered a short-term lease under ASC 842 and has not recorded a right-of-use asset or liability. Short-term lease expense for the three and nine months ended September 30, 2020 was $9,000 and $27,000, respectively. Approximate future minimum lease payments required under the operating lease, as amended, are as follows: Year ending December 31, Amount 2020 – Remaining $ 9,000 2021 30,000 Total $ 39,000 Legal The Company may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of its business. Such matters are subject to many uncertainties and outcomes and are not predictable with assurance. While management believes that such matters are currently insignificant, matters arising in the ordinary course of business for which the Company is or could become involved in litigation may have a material adverse effect on its business and financial condition. To the Company's knowledge, neither the Company nor any of its properties are subject to any pending legal proceedings.

License and Agreements

License and Agreements	9 Months Ended
	Sep. 30, 2020
License and Agreements [Abstract]
LICENSE AND AGREEMENTS	NOTE 5 - LICENSE AND AGREEMENTS In July 2015, the University of Texas at Austin ("UT") granted to the Company's former parent, LTI, an exclusive worldwide, royalty bearing license to the patent rights for the TFF platform in all fields of use, other than vaccines for which LTI received a non-exclusive worldwide, royalty bearing license to the patent rights for the TFF platform. In March 2018, LTI completed an assignment to the Company all of its interest to the TFF platform, including the patent license agreement with UT, at which time the Company paid UT an assignment fee of $100,000 in accordance with the patent license agreement. In November 2018, the Company and UT entered into an amendment to the patent license agreement pursuant to which, among other things, the Company's exclusive patent rights to the TFF platform were expanded to all fields of use. The patent license agreement requires the Company to pay royalties and milestone payments and conform to a variety of covenants and agreements, and in the event of the Company's breach of agreement, UT may elect to terminate the agreement. During the year ended December 31, 2019, the Company achieved one milestone by gaining IND approval on first indication of a licensed product on November 24, 2019. The milestone fee associated with this achievement to be paid is $50,000 and the Company must issue UT common shares equal to 1% of the Company's outstanding shares of common stock, on a fully diluted basis, as of 30 days after IND approval, which was December 24, 2019. The total amount of common shares due and payable on December 31, 2019 to UT were 220,666 common shares, which have a fair value of approximately $1,132,000 based on the closing stock price of $5.13 on December 24, 2019. As of December 31, 2019, the Company had not paid the $50,000 or issued the shares and has included the $50,000 in accounts payable and the share amount due as a research and development expense payable. The Company paid the $50,000 and issued the shares in January 2020. As of the date of these condensed consolidated financial statements, the Company is in compliance with the patent license agreement as all required amounts have been paid in accordance with the agreement. In May 2018, the Company entered into a master services agreement and associated individual study contracts with ITR Canada, Inc. ("ITR") to provide initial contract pre-clinical research and development services for the Company's drug product candidates. The fees payable for pre-clinical research and development services under these study contracts totaled $1,790,000, with no minimum fee requirement. In January 2019, the Company cancelled all of the individual study contracts with ITR and entered into a contract with 11036114 Canada Inc. (initially dba VJO Non-Clinical Development and now dba Strategy Point Innovations ("SPI")) to complete additional pre-clinical research and development services in order to take advantage of eligible Canadian Tax Credits. The services related to the contract with SPI were sub-contracted to ITR under substantially the same terms as the initial contract with ITR, with fees payable for services under statements of work that are currently open totaling $3,607,000, as amended. During the three and nine months ended September 30, 2020, the Company recorded research and development costs of approximately $0 and $779,000, respectively. During the three and nine months ended September 30, 2019, the Company recorded research and development costs of approximately $843,000 and $2,597,000, respectively. In April 2019, the Company entered into a master services agreement with Irisys, LLC to provide contract manufacturing services for one of the Company's drug product candidates, Voriconazole. The fees payable for contract manufacturing services under this agreement total approximately $3,089,000, as amended, with additional pass-through costs. During the three and nine months ended September 30, 2020, the Company recorded research and development costs of approximately $249,000 and $1,266,000, respectively. During the three and nine months ended September 30, 2019, the Company recorded research and development costs of approximately $288,000 and $346,000, respectively. In June 2019, the Company entered into a master services agreement with CoreRx to provide contract manufacturing services for one of the Company's drug product candidates, Tacrolimus. The fees payable for contract manufacturing services under this agreement total approximately $1,079,000, as amended, with additional pass-through costs. During the three and nine months ended September 30, 2020, the Company recorded research and development costs of approximately $384,000 and $626,000, respectively. During the three and nine months ended September 30, 2019, the Company recorded research and development costs of approximately $177,000 and $295,000, respectively. In August 2019, the Company entered into a master services agreement and associated individual study contracts with Conform Clinical Development, Inc. and its affiliates, Les Entreprises Envie Inc. (dba Envie Ventures) and Desire Ventures LLC, which sub-contracted with Inflamax Research Limited (dba Cliantha Research) to perform a Phase I study of one of the Company's drug candidates, Voriconazole. The fees payable for the services under this contract total approximately $1,483,000, as amended. During the three and nine months ended September 30, 2020, the Company recorded research and development costs of approximately $709,000 and $934,000, respectively. During the three and nine months ended September 30, 2019, the Company recorded research and development costs of approximately $281,000. In January 2020, TFF Australia entered into a master consultancy agreement with Novotech (Australia) Pty Ltd. (formally known as Clinical Network Services Pty Ltd.) to provide initial contract clinical research and development services for the Company's drug product candidates. The fees payable for clinical research and development services under these study contracts totaled AUD$1,942,981, as amended. During the three and nine months ended September 30, 2020, the Company recorded research and development costs of approximately AUD$139,000 (US$99,000) and AUD$323,000 (US$218,000), respectively. In May 2020, TFF Australia entered into an amended clinical trial research agreement with Nucleus Network Pty Ltd. to provide a Phase I study of one of the Company's drug candidates, Tacrolimus. The fees payable for services under this contract totaled AUD$1,392,805, as amended. During the three and nine months ended September 30, 2020, the Company recorded research and development costs of approximately AUD$61,000 (US$44,000) and AUD$437,000 (US$295,000), respectively. In August 2020, TFF Australia entered into a clinical trial research agreement with Q-Pharm Pty Ltd. to provide a Phase I study of one of the Company's drug candidates, Tacrolimus. The fees payable for services under this contract totaled AUD$704,600. During the three and nine months ended September 30, 2020, the Company recorded research and development costs of approximately AUD$327,000 (US$234,000). On August 12, 2020, the Company entered into a licensing and collaboration agreement with UNION therapeutics A/S in which UNION acquired an option to obtain a worldwide exclusive license for the TFF technology in combination with niclosamide. Pursuant to the terms of the license agreement, UNION can exercise its option to obtain the license within 45 days after the complete data has been received by UNION from investigator-initiated trials. Upon exercise of the option, UNION shall be responsible to pay all expenses incurred in the development of any licensed product. The Company will be eligible to receive milestone payments upon the achievement of certain milestones in the development the licensed products, based on completion of clinical trials, pre-marketing approvals and/or the receipt of at least $25,000,000 of grant funding. The Company will receive a single-digit tiered royalty on net sales. The Company will also be entitled to receive sales-related milestone payments based on the commercial success of the licensed products.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 6 – STOCKHOLDERS' EQUITY Series A Convertible Preferred Stock Prior to the close of the Company's IPO, the Company was authorized to issue up to 10,000,000 shares of preferred stock, $0.001 par value, all of which had been designated as Series A Preferred Stock and had a stated value of $2.50 per share. All outstanding shares of Series A Preferred Stock converted to shares of the Company's common stock, and all authorized and unissued shares of Series A Preferred Stock was extinguished, upon the close of the Company's IPO in October 2019. As of September 30, 2020 and December 31, 2019, there are no shares of Series A Preferred Stock authorized, issued or outstanding. The Series A Preferred Stock ranked senior to common stock with respect to dividends rights and liquidation preferences and had full voting rights. The Series A Preferred Stock accrued a dividend at a rate of 6% per annum with no amounts outstanding as of September 30, 2020 and December 31, 2019. The Company recorded $258,635 and $768,875 of preferred dividends during the three and nine months ended September 30, 2019, respectively. Common Stock UT Agreement In November 2019, the Company achieved a milestone in connection with the UT agreement (see Note 5). As a result of the milestone, the Company owed UT 220,666 shares of common stock, which had a fair value of approximately $1,132,000, which was accrued in accrued research and development expense as of December 31, 2019. In January 2020, the Company issued the 220,666 shares of common stock to UT. August 2020 Private Placement On August 10, 2020, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") and a Registration Rights Agreement (the "Registration Rights Agreement") with certain institutional and other accredited investors pursuant to which the Company issued and sold to the investors 3,048,654 shares of the Company's common stock at a price of $8.50 per share for the approximate gross proceeds of $25.91 million, before deducting placement agent and other offering expenses. After deducting the placement agent and other offering expenses, the Company received net proceeds of approximately $24.28 million. The Purchase Agreement included customary representations, warranties, and covenants by the investors and the Company, and an indemnity from the Company in favor of the investors. Jefferies LLC acted as placement agent for the private placement and the private placement closed on August 13, 2020. Pursuant to the terms of the Registration Rights Agreement, the Company file a resale registration statement on Form S-1 with the SEC on September 9, 2020.

Stock Based Compensation

Stock Based Compensation	9 Months Ended
	Sep. 30, 2020
Share-based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	NOTE 7 – STOCK BASED COMPENSATION In January 2018, the Company's board of directors approved its 2018 Stock Incentive Plan ("2018 Plan"). The 2018 Plan provides for the grant of non-qualified stock options and incentive stock options to purchase shares of the Company's common stock, the grant of restricted and unrestricted share awards and grant of restricted stock units. The Company initially reserved 1,630,000 shares of its common stock under the 2018 Plan; however, upon completion of the Company's IPO the number of shares reserved for issuance under the 2018 Plan increased to 3,284,480, representing 15% of the Company's outstanding shares of common stock calculated on a fully diluted basis upon the close of the IPO. All of the Company's employees and any subsidiary employees (including officers and directors who are also employees), as well as all of the Company's nonemployee directors and other consultants, advisors and other persons who provide services to the Company will be eligible to receive incentive awards under the 2018 Plan. The following table summarizes the stock-based compensation expense recorded in the Company's results of operations during the periods ended September 30, 2020 and 2019 for stock options and warrants: Three Months Nine Months Three Months Nine Months Research and development $ 34,430 $ 78,035 $ — $ — General and administrative 511,690 1,189,285 (229,016 ) 378,607 $ 546,120 $ 1,267,320 $ (229,016 ) $ 378,607 As of September 30, 2020, there was approximately $9,546,000 of total unrecognized compensation expense related to non-vested options and warrants that are expected to vest. This cost is expected to be recognized over a weighted-average period of 2.6 years. The Company records compensation expense for awards with graded vesting using the straight-line method. The Company recognizes compensation expense over the requisite service period applicable to each individual award, which generally equals the vesting term. The Company estimates the fair value of each option award using the Black-Scholes-Merton option pricing model. Forfeitures are recognized when realized. The Company estimated the fair value stock options using the Black-Scholes option pricing model. The fair value of stock options is being amortized on a straight-line basis over the requisite service periods of the respective awards. The fair value of stock options issued was estimated using the following weighted-average assumptions: Nine Months Ended Weighted average exercise price $ $10.13 Weighted average grant date fair value $ $9.02 Assumptions Expected volatility 87-91 % Expected terms (in years) 6.3-10 Risk-free interest rate 0.36-1.47 % Expected dividend yield 0.00 % The risk-free interest rate was obtained from U.S. Treasury rates for the applicable periods. The Company's expected volatility was based upon the historical volatility for industry peers and used an average of those volatilities. The expected life of the Company's options was determined using the simplified method as a result of limited historical data regarding the Company's activity. The dividend yield considers that the Company has not historically paid dividends, and does not expect to pay dividends in the foreseeable future. For grants prior to the IPO, the fair value of the common stock was determined by the board of directors based on a variety of factors, including valuations prepared by third parties, the Company's financial position, the status of development efforts within the Company, the current climate in the marketplace and the prospects of a liquidity event, among others. For grants after the IPO, the Company uses the closing stock price on the date of grant as the fair value of the common stock. The following table summarizes stock option activity during the nine months ended September 30, 2020: Number of Weighted- Weighted- Intrinsic Outstanding at January 1, 2020 2,139,078 $ 3.46 9.17 $ 4,052,512 Granted 752,045 10.13 — — Cancelled (20,000 ) 5.24 — — Outstanding at September 30, 2020 2,871,123 $ 5.19 8.75 $ 38,128,217 Exercisable at September 30, 2020 750,355 $ 2.51 7.90 $ 11,979,107

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS Augmenta Bioworks Agreement On November 1, 2020, the Company entered into a joint development and collaboration agreement (the "Agreement") with Augmenta Bioworks, Inc. ("Augmenta" pursuant to which the parties have agreed to collaborate on the joint development of novel commercial products incorporating Augmenta's human-derived monoclonal antibodies ("mAbs") for potential COVID-19 therapeutics. Under the terms of the Agreement, both companies will collaborate to develop one or more commercial therapeutics utilizing the Company's Thin-Film Freezing technology to manufacture dry powder formulations of Augmenta's mAbs for inhalation delivery directly to the lungs of patients. Letter of Intent with Felix Biotechnology On November 2, 2020, the Company signed a Letter of Intent with Felix Biotechnology, Inc. ("Felix") reflecting the parties' non-binding agreement in principle to negotiate and enter into a collaboration, development and license agreement. Under the proposed agreement, Felix will obtain a non-exclusive license to the Company's Thin-Film freezing technology to develop and manufacture dry powder formulations of specified Felix bacteriophage products for inhalation delivery directly to the lungs of patients. Felix would agree to pay the Company an upfront payment, development milestones, commercial milestones and royalties on net sales of the Felix phage products.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission ("SEC"). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. In the opinion of the Company's management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2020 and the results of operations, changes in stockholders' equity and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of TFF Pharmaceuticals, Inc. and its wholly-owned subsidiary, TFF Australia. All material intercompany accounts and transactions have been eliminated in consolidation.
Foreign Currency	Foreign Currency The currency of TFF Australia, the Company's international subsidiary, is in Australian dollars. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at each balance sheet date. Results of operations and cash flows are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a separate component of stockholders' equity in accumulated other comprehensive income (loss).
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company calculates depreciation using the straight-line method over the estimated useful lives of the assets, which range from two to five years for furniture, fixtures, lab and computer equipment and software. Assets held within construction in progress are not depreciated. Construction in progress is related to the construction or development of property and equipment that have not yet been placed in service for its intended use. As of September 30, 2020, all of the Company's property and equipment consist of lab equipment that are considered construction in progress. Expenditures for repairs and maintenance of assets are charged to expense as incurred.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Authoritative guidance requires disclosure of the fair value of financial instruments. The Company's financial instruments consist of cash and cash equivalents and accounts payable, the carrying amounts of which approximate their estimated fair values primarily due to the short-term nature of the instruments or based on information obtained from market sources and management estimates. The Company measures the fair value of certain of its financial assets and liabilities on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value which is not equivalent to cost will be classified and disclosed in one of the following three categories: Level 1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Basic and Diluted Earnings per Common Share	Basic and Diluted Earnings per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and dilutive share equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. Since the Company has had net losses for all periods presented, all potentially dilutive securities are anti-dilutive. Basic weighted average shares outstanding for the three and nine months ended September 30, 2020 and 2019 include 400,000 shares underlying a warrant to purchase common shares. As the shares underlying this warrant can be issued for little consideration (an aggregate exercise price of $0.01 per share), these shares are deemed to be issued for purposes of basic earnings per share. For the nine months ended September 30, 2020 and 2019, the Company had the following potential common stock equivalents outstanding which were not included in the calculation of diluted net loss per common share because inclusion thereof would be anti-dilutive: Nine Months Ended Nine Months Ended September 30, September 30, Stock Options 2,871,123 1,341,094 Series A Convertible Preferred Stock* — 9,568,700 Warrants 460,526 658,212 3,331,649 11,568,006 * On an as-converted basis
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include the fair value of stock-based compensation and warrants and the valuation allowance against deferred tax assets and related disclosures. Actual results could differ from those estimates.
Recent Accounting Standards	Recent Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) Leases.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Schedule of Basic and Diluted Earnings per Common Share	Nine Months Ended Nine Months Ended September 30, September 30, Stock Options 2,871,123 1,341,094 Series A Convertible Preferred Stock* — 9,568,700 Warrants 460,526 658,212 3,331,649 11,568,006 * On an as-converted basis

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future minimum lease payments	Year ending December 31, Amount 2020 – Remaining $ 9,000 2021 30,000 Total $ 39,000

Stock Based Compensation (Table

Stock Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2020
Share-based Payment Arrangement [Abstract]
Schedule of stock-based compensation expense stock options and restricted stock	Three Months Nine Months Three Months Nine Months Research and development $ 34,430 $ 78,035 $ — $ — General and administrative 511,690 1,189,285 (229,016 ) 378,607 $ 546,120 $ 1,267,320 $ (229,016 ) $ 378,607
Schedule of fair value of employee stock options	Nine Months Ended Weighted average exercise price $ $10.13 Weighted average grant date fair value $ $9.02 Assumptions Expected volatility 87-91 % Expected terms (in years) 6.3-10 Risk-free interest rate 0.36-1.47 % Expected dividend yield 0.00 %
Schedule of stock option activity	Number of Weighted- Weighted- Intrinsic Outstanding at January 1, 2020 2,139,078 $ 3.46 9.17 $ 4,052,512 Granted 752,045 10.13 — — Cancelled (20,000 ) 5.24 — — Outstanding at September 30, 2020 2,871,123 $ 5.19 8.75 $ 38,128,217 Exercisable at September 30, 2020 750,355 $ 2.51 7.90 $ 11,979,107

Organization and Description _2

Organization and Description of Business (Details) - USD ($)	Aug. 13, 2020	Oct. 31, 2019	Aug. 31, 2020	Jan. 24, 2018
Organization and Description of Business (Textual)
Exchange of common stock				4,000,000
Stock issued	3,048,654	4,400,000
Stock issued, Value	$ 25,914,000	$ 22,000,000
Share price		$ 5	$ 8.50
Received net proceeds	$ 24,280,000
Organization and description of business, description		The underwriter a 45-day option to purchase an additional 660,000 shares of common stock at the initial public offering price, less underwriting discounts and commissions. The option was exercised in November 2019 and the underwriter purchased an additional 479,300 shares of common stock and the Company received additional gross proceeds of approximately $2,397,000.

Liquidity and Management's Pl_2

Liquidity and Management's Plans (Details)	Sep. 30, 2020USD ($)
Liquidity and Management's Plans (Textual)
Cash and cash equivalents	$ 41,618,000
Working capital surplus	$ 40,640,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - shares		9 Months Ended
		Sep. 30, 2020	Sep. 30, 2019
Potential common stock equivalents outstanding		3,331,649	11,568,006
Series A Convertible Preferred Stock [Member]
Potential common stock equivalents outstanding	[1]		9,568,700
Stock Options [Member]
Potential common stock equivalents outstanding		2,871,123	1,341,094
Warrants [Member]
Potential common stock equivalents outstanding		460,526	658,212
[1]	On an as-converted basis

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual) - $ / shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Summary of Significant Accounting Policies (Textual)
Basic weighted average shares outstanding	400,000	400,000
Aggregate exercise price	$ 0.01

Commitments and Contingencies_2

Commitments and Contingencies (Details)	Sep. 30, 2020USD ($)
Summary of future minimum lease payments
2020 – Remaining	$ 9,000
2021	30,000
Total	$ 39,000

Commitments and Contingencies_3

Commitments and Contingencies (Detail Textual) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Commitments and Contingencies (Textual)
Rent Expenses		$ 36,000
Expire Date		October 31, 2021.
Period Of Renewal Option		One year option.
Short-term lease expense	$ 9,000	$ 27,000

License and Agreements (Details

License and Agreements (Details) - USD ($)	Aug. 12, 2020	Apr. 30, 2020	May 31, 2018	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Aug. 31, 2020	May 31, 2020	Jan. 31, 2020	Dec. 24, 2019	Aug. 31, 2019	Jun. 30, 2019	Jan. 31, 2019	Mar. 31, 2018
License and Agreements (Textual)
Assignment fee																$ 100,000
Milestone fee												$ 50,000
Common shares outstanding price percentage												1.00%
Amount of Common shares due payable								220,666
Fair value of common stock								1,132,000
Closing stock price												$ 5.13
Description of license and agreements						As of December 31, 2019, the Company had not paid the $50,000 or issued the shares and has included the $50,000 in accounts payable and the share amount due as a research and development expense payable. The Company paid the $50,000 and issued the shares in January 2020. As of the date of these condensed consolidated financial statements, the Company is in compliance with the patent license agreement as all required amounts have been paid in accordance with the agreement.
Research and development cost				$ 2,823,669	$ 2,563,528	$ 7,626,982	$ 5,554,046	$ 1,132,000
Manufacturing services		$ 3,089,000
Pre-marketing approvals	$ 25,000,000
Master Services [Member]
License and Agreements (Textual)
Assignment fee			$ 1,790,000												$ 3,607,000
Research and development cost				0	843,000	779,000	2,597,000
Irisys, LLC [Member]
License and Agreements (Textual)
Research and development cost				249,000	288,000	1,266,000	346,000
CoreRx [Member]
License and Agreements (Textual)
Assignment fee														$ 1,079,000
Research and development cost				384,000	177,000	626,000	295,000
Conform Clinical Development, Inc. [Member]
License and Agreements (Textual)
Assignment fee													$ 1,483,000
Research and development cost				709,000	$ 281,000	934,000	$ 281,000
Cinical Network Services Pty Ltd. ("CNS") [Member]
License and Agreements (Textual)
Research and development cost				99,000		218,000
Cinical Network Services Pty Ltd. ("CNS") [Member] | AUD [Member]
License and Agreements (Textual)
Assignment fee											$ 1,942,981
Research and development cost				139,000		323,000
Patheon Development Services [Member]
License and Agreements (Textual)
Description of license and agreements			The Company entered into a master services agreement and associated individual study contracts with ITR Canada, Inc. ("ITR") to provide initial contract pre-clinical research and development services for the Company's drug product candidates.
Nucleus Network Pty Ltd [Member]
License and Agreements (Textual)
Research and development cost				44,000		295,000
Nucleus Network Pty Ltd [Member] | AUD [Member]
License and Agreements (Textual)
Assignment fee										$ 1,392,805
Research and development cost				61,000		437,000
Q-Pharm Pty Ltd [Member]
License and Agreements (Textual)
Research and development cost				327,000		234,000
Q-Pharm Pty Ltd [Member] | AUD [Member]
License and Agreements (Textual)
Assignment fee									$ 704,600
Research and development cost				$ 327,000		$ 234,000

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	Aug. 13, 2020	Aug. 10, 2020	Oct. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Jan. 31, 2020	Nov. 30, 2019
Dividend rate						6.00%
Common stock issued				22,226,284		22,226,284		18,450,992	220,666	220,666
Purchase of common stock	3,048,654		4,400,000
Research and development cost				$ 2,823,669	$ 2,563,528	$ 7,626,982	$ 5,554,046	$ 1,132,000
August 2020 Private Placement [Member]
Common stock issued		3,048,654
Sale of Stock, Price Per Share		$ 8.50
Gross proceeds		$ 25,910,000
Net proceeds		$ 24,280,000
Series A Convertible Preferred Stock [Member]
Preferred stock Shares authorized				10,000,000		10,000,000		10,000,000
Preferred stock par value				$ 0.001		$ 0.001		$ 0.001
Preferred stock Shares issued				0		0		0
Preferred stock Shares outstanding				0		0		0
Preferred stock per share				$ 2.50		$ 2.50
Series A Preferred Stock [Member]
Dividends accrued					$ 258,635		$ 768,875

Stock Based Compensation (Detai

Stock Based Compensation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Stock based compensation expenses	$ 546,120	$ (229,016)	$ 1,267,320	$ 378,607
Research and development [Member]
Stock based compensation expenses	34,430		78,035
General and administrative [Member]
Stock based compensation expenses	$ 511,690	$ (229,016)	$ 1,189,285	$ 378,607

Stock Based Compensation (Det_2

Stock Based Compensation (Details 1)	9 Months Ended
	Sep. 30, 2020$ / shares
Weighted average exercise price	$ 10.13
Weighted average grant date fair value	$ 9.02
Assumptions
Expected dividend yield	0.00%
Minimum [Member]
Assumptions
Expected volatility	87.00%
Expected terms (in years)	6 years 3 months 19 days
Risk-free interest rate	0.36%
Maximum [Member]
Assumptions
Expected volatility	91.00%
Expected terms (in years)	10 years
Risk-free interest rate	1.47%

Stock Based Compensation (Det_3

Stock Based Compensation (Details 2) - Stock option [Member]	9 Months Ended
	Sep. 30, 2020USD ($)$ / sharesshares
Number of shares, outstanding, beginning balance shares | shares	2,139,078
Granted | shares	752,045
Cancelled | shares	(20,000)
Number of shares, outstanding, ending balance | shares | shares	2,871,123
Number of options, exercisable | shares | shares	750,355
Weighted-average exercise prices, outstanding, beginning balance | $ / shares | $ / shares	$ 3.46
Granted | $ / shares	10.13
Cancelled | $ / shares	5.24
Weighted-average exercise prices, outstanding, ending balance | $ / shares | $ / shares	5.19
Weighted-Average Exercise Price, exercisable, | $ / shares | $ / shares	$ 2.51
Weighted-average remaining contractual term, outstanding beginning balance	9 years 2 months 1 day
Weighted-average remaining contractual term, outstanding ending balance	8 years 9 months
Weighted-average remaining contractual term, exercisable	7 years 10 months 25 days
Aggregate intrinsic value, outstanding beginning balance | $	$ 4,052,512
Aggregate intrinsic value, outstanding ending balance | $	38,128,217
Aggregate intrinsic value, exercisable | $ | $	$ 11,979,107

Stock Based Compensation (Det_4

Stock Based Compensation (Details Textual) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 31, 2018	Sep. 30, 2020
Stock Based Compensation (Textual)
Unrecognized compensation expense		$ 9,546,000
Weighted-average period		2 years 7 months 6 days
Stock based compensation, description	The Company's board of directors approved its 2018 Stock Incentive Plan ("2018 Plan"). The 2018 Plan provides for the grant of non-qualified stock options and incentive stock options to purchase shares of the Company's common stock, the grant of restricted and unrestricted share awards and grant of restricted stock units. The Company initially reserved 1,630,000 shares of its common stock under the 2018 Plan; however, upon completion of the Company's IPO the number of shares reserved for issuance under the 2018 Plan increased to 3,284,480, representing 15% of the Company's outstanding shares of common stock calculated on a fully diluted basis upon the close of the IPO. All of the Company's employees and any subsidiary employees (including officers and directors who are also employees), as well as all of the Company's nonemployee directors and other consultants, advisors and other persons who provide services to the Company will be eligible to receive incentive awards under the 2018 Plan.