Proxy Statement Form 8 K

Item 5.08. Shareholder Director Nominations.

On September 20, 2024, the Board of Directors of TNF Pharmaceuticals, Inc. (the "Company") determined that the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") will be held on Monday, November 25, 2024, and that the record date for the determination of stockholders of the Company entitled to receive notice of and to vote at the 2024 Annual Meeting shall be the close of business on October 18, 2024. The time and location of the 2024 Annual Meeting will be as set forth in the Company's definitive proxy statement for the 2024 Annual Meeting to be filed with the Securities and Exchange Commission.

Due to the fact that the date of the 2024 Annual Meeting has been changed by more than 30 days from the anniversary date of the Company's 2023 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations.

Stockholders of the Company who wish to have a proposal considered for inclusion in the Company's proxy materials for the 2024 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must ensure that such proposal is received by the Company's Secretary at 855 N. Wolfe Street, Suite 623, Baltimore, MD 21205, Attention: Secretary, on or before the close of business on October 3, 2024, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials in accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Exchange Act. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2024 Annual Meeting.

In addition, in accordance with the requirements contained in the Company's amended and restated Bylaws ("Bylaws"), stockholders of the Company who wish to bring business before the 2024 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all information specified in the Company's Bylaws) is received by the Company's Secretary at the address specified above no later than the close of business on October 3, 2024. Any such proposal must meet the requirements set forth in the Company's Bylaws in order to be brought before the 2024 Annual Meeting.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by October 3, 2024, which is the 10th calendar date following the date hereof.