Liquidation: TFF Pharmaceuticals, Inc.

Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Liquidation

Type: New

Accession Number: 000121390025021099

Filing Summary: On March 3, 2025, TFF Pharmaceuticals, Inc. held a Special Meeting of Stockholders to approve the dissolution of the Company according to Section 275 of the Delaware General Corporation Law. The stockholders voted in favor of the Plan of Dissolution, with 4,725,319 shares voting for, 100,218 against, and 2,929 abstaining. No broker non-votes were recorded.

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Form Type: POS AM

Filing Date: 2025-03-06

Corporate Action: Liquidation

Type: Update

Accession Number: 000121390025021109

Filing Summary: This document is a Post-Effective Amendment No. 1 to Form S-3, filed by TFF Pharmaceuticals, Inc. on March 6, 2025. It deregisters any unsold securities that were previously registered under Registration Statement No. 333-275692. The amendment follows the company's Board of Directors' approval for the dissolution and liquidation of the firm as per the Plan of Dissolution, which was subject to stockholder approval. The company has decided to terminate the offering of securities under the Registration Statement, effectively removing any unsold securities as of this date from registration. The earlier registration was filed on November 21, 2023, and declared effective on December 12, 2023. The amendment reiterates the compliance with Securities Act of 1933 regulations. Craig Jalbert is identified as the Chief Executive Officer and the document is signed by him, confirming the company's adherence to the requirements of Form S-3 registration.

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Form Type: POS AM

Filing Date: 2025-03-06

Corporate Action: Liquidation

Type: Update

Accession Number: 000121390025021115

Filing Summary: TFF Pharmaceuticals, Inc. has filed a Post-Effective Amendment No. 1 to Form S-1 to terminate the effectiveness of previously filed registration statements with the SEC, specifically registration statements 333-248673, 333-278546, and 333-278807. This action is part of the company's plan approved by its board of directors on November 14, 2024, to dissolve and liquidate the company, pending stockholder approval. The company will remove any unsold securities registered under these statements from registration. Notably, a 1-for-25 reverse stock split was executed on December 19, 2023, which affects the share numbers registered under these statements. The filing confirms the company's status as a smaller reporting company and emerging growth company.

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Form Type: POS AM

Filing Date: 2025-03-06

Corporate Action: Liquidation

Type: Update

Accession Number: 000121390025021116

Filing Summary: On March 6, 2025, TFF Pharmaceuticals, Inc. filed a Post-Effective Amendment No. 1 to Form S-1 with the SEC to terminate its previously filed registration statements due to the company's dissolution and liquidation approved by its board of directors, subject to stockholder approval. The document removes unsold securities from registration under three prior registration statements. This action follows a 1-for-25 reverse stock split of the company's common stock and is part of a planned liquidation process.

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Form Type: POS AM

Filing Date: 2025-03-06

Corporate Action: Liquidation

Type: Update

Accession Number: 000121390025021117

Filing Summary: On March 6, 2025, TFF Pharmaceuticals, Inc. filed a Post-Effective Amendment No. 1 to its Form S-1, which pertains to multiple registration statements previously filed with the SEC. This amendment removes from registration any securities that remain unsold under these registration statements, specifically those filed on September 9, 2020, April 8, 2024, and April 18, 2024. The company is undergoing a dissolution and liquidation process, approved by its board of directors, subject to stockholder approval, as disclosed in a prior Form 8-K filed on November 14, 2024. This termination reflects the company’s decision to cease the offering of securities under the aforementioned registration statements following the planned liquidation. The document also notes a 1-for-25 reverse stock split that occurred on December 19, 2023.

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Form Type: S-8 POS

Filing Date: 2025-03-06

Corporate Action: Liquidation

Type: Update

Accession Number: 000121390025021236

Filing Summary: This document is a Post-Effective Amendment No. 1 to Form S-8 for TFF Pharmaceuticals, Inc., filed with the SEC on March 6, 2025. It relates to the deregistration of securities previously registered under three Form S-8 registration statements connected to the TFF Pharmaceuticals 2018 and 2021 Stock Incentive Plans. Specifically, it includes registrations for 131,379 shares of common stock from 2020, 168,000 shares from 2021, and 500,000 shares from a subsequent registration in 2024, all adjusted for a 1-for-25 reverse stock split on December 19, 2023. The Company’s board approved a plan of dissolution and liquidation as disclosed in a prior Form 8-K, subject to stockholder approval, leading to the termination of the offerings under the referenced registration statements. Thus, the Company is filing this amendment to remove any unsold securities from registration as it proceeds with the dissolution.

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Form Type: S-8 POS

Filing Date: 2025-03-06

Corporate Action: Liquidation

Type: Update

Accession Number: 000121390025021242

Filing Summary: TFF Pharmaceuticals, Inc. has filed a Post-Effective Amendment No. 1 to its Form S-8 registration statements as part of its plan to dissolve and liquidate the company. The amendment terminates the effectiveness of three previously filed registration statements under the Securities Act of 1933, related to the 2018 and 2021 Stock Incentive Plans. The share numbers under these plans have been adjusted following a 1-for-25 reverse stock split that occurred on December 19, 2023. This action aligns with the approval of a plan of dissolution by the board of directors, as disclosed in a prior Form 8-K on November 14, 2024. The amendment serves to remove any unsold securities from registration.

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Form Type: S-8 POS

Filing Date: 2025-03-06

Corporate Action: Liquidation

Type: Update

Accession Number: 000121390025021245

Filing Summary: This filing is a Post-Effective Amendment No. 1 to Form S-8 concerning TFF Pharmaceuticals, Inc. The document addresses the termination of securities offerings under several Registration Statements numbered 333-249364, 333-261896, and 333-280214, which registered shares under the 2018 and 2021 Stock Incentive Plans. Due to a previously disclosed decision by the Company's board to dissolve and liquidate the company, this amendment seeks to terminate the effectiveness of those registration statements and deregister unsold securities. A reverse stock split of 1-for-25 was also executed on December 19, 2023. The filing indicates that the company identifies as a smaller reporting company.

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Form Type: DEFA14A

Filing Date: 2025-02-04

Corporate Action: Liquidation

Type: New

Accession Number: 000121390025010073

Filing Summary: TFF Pharmaceuticals, Inc. has provided a notice for a special stockholders meeting to reconvene on March 3, 2025, originally adjourned from January 28, 2025. The key proposal is to approve the liquidation and dissolution of the company in accordance with Delaware law. The proposal requires the approval of shareholders, with a majority of voting power needed. Due to insufficient representation at the original meeting, the company issued 4,443,926 special shares to ensure a quorum. Craig R. Jalbert, a director, will receive these shares to vote in favor of the dissolution, but will forfeit any economic benefit from them. The document emphasizes the need for shareholder voting and proxy guidance for those eligible to vote and highlights the importance of fulfilling quorum requirements.

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Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Liquidation

Type: New

Accession Number: 000121390025009477

Filing Summary: On January 28, 2025, TFF Pharmaceuticals, Inc. filed Form 8-K to report the authorization of the issuance of 4,443,926 Special Shares to Craig R. Jalbert, the Company’s CEO and sole director. This issuance was aimed at ensuring a quorum for an Adjourned Special Meeting where a Dissolution Proposal would be voted on. Mr. Jalbert agreed to vote the Special Shares in favor of the Dissolution Proposal, contingent upon a favorable quorum. After the meeting, Mr. Jalbert will surrender the Special Shares to the Company for cancellation, having agreed to forgo any economic benefit from these shares. The Special Meeting was originally convened to approve the liquidation and dissolution of the Company, as per Delaware General Corporation Law. Due to lack of quorum with only 310,259 shares present, the meeting was adjourned until March 3, 2025, allowing shareholders additional time to vote on the proposed liquidation and dissolution according to the attached Plan of Dissolution.

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Form Type: DEF 14A

Filing Date: 2024-12-23

Corporate Action: Liquidation

Type: New

Accession Number: 000121390024111481

Filing Summary: TFF Pharmaceuticals, Inc. has announced a Special Meeting of Stockholders to be held on January 28, 2025, for the purpose of voting on a proposal for the liquidation and dissolution of the Company under Section 275 of the Delaware General Corporation Law. The Board of Directors unanimously recommends this proposal due to the Company's financial position, lack of revenue sources, and failure to secure financing or explore strategic alternatives. The meeting will require stockholders' approval for the Dissolution and the Plan of Liquidation. If approved, the Company will process assets, settle liabilities, and distribute available proceeds to stockholders, although minimal distributions are anticipated based on the current asset valuation and liabilities. The document details voting procedures, risks, and potential outcomes of the proposal, including implications for stock transfers and tax consequences for stockholders.

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