TNF Pharmaceuticals Inc
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 14, 2024
QCLS$0.34+2.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-19.
0001493152-24-032940
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001493152-24-046026
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 151 previous paragraphs and 150 current paragraphs.
97 unchanged; 47 reworded; 6 added; 5 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
During the three months ended September 30, 2024, we recorded a loss of $17,000 related to the change in fair value of the warrant liabilities as follows:
Current report
During the three months ended September 30, 2024, we received an insurance settlement of $100,000 for the casualty loss that occurred in July 2023.
Current report
Personnel costs decreased $473,669 during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decrease is related to the Company initiatives relating to reducing the number of employees implemented during the fourth quarter of 2023 and an employee separation during the nine months ended September 30, 2024.
Current report
During the nine months ended September 30, 2024, we recorded a loss of $4,410,000 related to the change in fair value of the warrant liabilities as follows:
Current report
During the nine months ended September 30, 2024, we received an insurance settlement of $100,000 for the casualty loss that occurred in July 2023.
Current report
On November 7, 2024, each holder of the Series F Preferred Shares agreed that payment by the Company of any Installment Amounts (as defined in the Series F Certificate of Designations) that are accrued and are unredeemed, unconverted and/or otherwise unpaid as of November 7, 2024, will be deferred until December 1, 2024.
Removed paragraphs (5)
Previous report
Four of our six employees are principally involved in research and development activities for either MYMD-1 or Supera-CBD. Their salaries, wages and benefits are captured as a component of research and development but not allocated to specific projects.
Previous report
During the three months ended June 30, 2024, we recorded a gain of $2,701,000 related to the change in fair value of the warrant liabilities as follows:
Previous report
Personnel costs decreased $287,306 during the six months ended June 30, 2024. The decrease is related to the Company initiatives relating to reducing the number of employees implemented during the fourth quarter of 2023.
Previous report
Warrant Issuance Expenses
Previous report
During the six months ended June 30, 2024, we recorded a loss of $4,393,000 related to the change in fair value of the warrant liabilities as follows:
Reworded paragraphs (47)
Previous wording
On February 14, 2024, the Company effected a 1-for-30 reverse stock split (the “Reverse Stock Split”). Simultaneously with the Reverse Stock Split, number of shares of the Company’s common stock authorized for issuance was reduced from 500,000,000 shares to 16,666,666 shares, and our authorized capital stock was reduced from 550,000,000 shares to 66,666,666 shares. The Reverse Stock Split reduced the total number of issued and outstanding shares of Common Stock, including shares held by the Company as treasury shares. All share amounts have been retroactively adjusted for the Reverse Stock Split.
Current wording
On February 14, 2024, the Company effected a 1-for-30 reverse stock split (the “Reverse Stock Split”). Simultaneously with the Reverse Stock Split, number of shares of the Company’s common stock authorized for issuance was reduced from 500,000,000 shares to 16,666,666 shares, and our authorized capital stock was reduced from 550,000,000 shares to 66,666,666 shares. The Reverse Stock Split reduced the total number of issued and outstanding shares of Common Stock, including shares held by the Company as treasury shares. All share amounts have been retroactively adjusted for the Reverse Stock Split, except as stated otherwise.
Previous wording
Summary of Statements of Operations for the Three Months Ended June 30, 2024 and 2023
Current wording
Summary of Statements of Consolidated Operations for the Three Months Ended September 30, 2024 and 2023
Previous wording
We are focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD. The following table summarized the results of operations for the three months ended June 30, 2024 and 2023.
Current wording
We are focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD. The following table summarized the results of consolidated operations for the three months ended September 30, 2024 and 2023.
Previous wording
Personnel costs decreased $187,477 during the three months ended June 30, 2024. The decrease is related to the Company initiatives relating to reducing the number of employees that was implemented during the fourth quarter of 2023.
Current wording
Personnel costs decreased $186,363 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease is related to the Company initiatives relating to reducing the number of employees that was implemented during the fourth quarter of 2023.
Previous wording
Professional services costs increased $275,097 during the six months ended June 30, 2024. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business. The increase is primarily related to an increase in fees for specialized accounting services related to the fair market valuations for the various convertible preferred stock series.
Current wording
Professional services costs decreased $19,189 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business.
Previous wording
Stock market and investor relations costs decreased $225,004 during the three months ended June 30, 2024. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication efforts and the costs of annual stockholder meetings. The decrease is primarily due to the preparation costs associated with the 2023 annual stockholder meeting.
Current wording
Stock market and investor relations costs increased $14,738 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication efforts and the costs of annual stockholder meetings.
Previous wording
Other administrative expenses decreased $545,078 during the six months ended June 30, 2024. These costs include Board expenses, business insurance, corporate travel and other general operating expenses. The decrease is associated with a reimbursement of expenses to a related party as authorized by the Board of Directors in April 2023.
Current wording
Other administrative expenses decreased $39,746 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. These costs include Board expenses, business insurance, corporate travel and other general operating expenses.
Previous wording
Stock-based compensation decreased $1,237,644 during the three months ended June 30, 2024. The decrease is related to the accelerated vesting of the stock options issued on June 7, 2023 that occurred in the fourth quarter of 2023 which reduced the periodic recognition of costs, to the final vesting of the second tranche of the June 7, 2023 stock options, and to several forfeitures of unvested stock options related to separated employees.
Current wording
Stock-based compensation decreased $581,814 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease is related to the accelerated vesting of the stock options issued on June 7, 2023 that occurred in the fourth quarter of 2023 which reduced the periodic recognition of costs, to the final vesting of the second tranche of the June 7, 2023 stock options, and to the reversal of recognized costs for forfeitures of unvested stock options related to a separated employee.
Previous wording
Salaries and wages decreased $208,522 during the three months ended June 30, 2024. The decrease was associated with Company initiatives relating to reducing the number of employees implemented during the fourth quarter of 2023 and due to employee resignations during the three months ended June 30, 2024.
Current wording
Salaries and wages decreased $494,676 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. The decrease was associated with Company initiatives relating to reducing the number of employees implemented during the fourth quarter of 2023 and due to employee resignations during the three months ended September 30, 2024.
Previous wording
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs decreased $1,549,467 during the three months ended June 30, 2024 primarily due to the completion of the Phase II study for Sarcopenia during the year ended December 31, 2023.
Current wording
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs decreased $618,225 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023 primarily due to the completion of the Phase II study for Sarcopenia during the year ended December 31, 2023.
Previous wording
Professional services costs decreased $28,261 during the three months ended June 30, 2024. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property.
Current wording
Professional services costs decreased $13,459 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property.
Previous wording
Regulatory expenses increased $390 during the three months ended June 30, 2024. These expenses were related to the close-out of a multi-site protocol.
Current wording
Regulatory expenses decreased $12,684 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. These expenses were related to the close-out of a multi-site protocol.
Previous wording
Other research and development expenses decreased $37,480 during the three months ended June 30, 2024. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The decrease during the three months ended June 30, 2024 is primarily related to expenses for seminars and travel.
Current wording
Other research and development expenses decreased $65,531 during the three months ended September 30, 2024, compared to the three months ended September 30, 2023. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The decrease during the three months ended September 30, 2024 is primarily related to expenses for seminars and travel.
Previous wording
Other expenses, net of income, totaled $6,196,003 for the three months ended June 30, 2024, and other income, net of expenses, totaled $1,613,979 for the three months ended June 30, 2023.
Current wording
Other expense, net of income, totaled $103,752 for the three months ended September 30, 2024, and other income, net of expenses, totaled $7,885,582 for the three months ended September 30, 2023.
Previous wording
During the three months ended June 30, 2024 interest and dividend income decreased $153,703 primarily related to the availability of cash for investment.
Current wording
During the three months ended September 30, 2024 interest and dividend income increased $24,895 primarily related to the availability of cash for investment.
Previous wording
During the three months ended June 30, 2024, we recorded a loss of $72,000 related to the change in fair value of the Series F-1 Derivative liabilities, which is recorded in other income (expense) on the Statements of Operations. We estimated the $926,000 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 our common stock of $1.84 on the valuation date, estimated equity volatility of 120.0%, estimated traded volume volatility of 195.0%, the time to maturity of 1 year, a discounted market interest rate of 9.6%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 6.9%.
Current wording
During the three months ended September 30, 2024, we recorded a loss of $356,000 related to the change in fair value of the Series F-1 Derivative liabilities, which is recorded in other income (expense) on the Statements of Operations. We estimated the $1,282,000 fair value of the bifurcated embedded derivative at September 30, 2024 using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $1.62 on the valuation date, estimated equity volatility of 100 .0%, estimated traded volume volatility of 275.0%, the time to maturity of 1 year, a discounted market interest rate of 4.18%, dividend rate of 10.0%, a penalty dividend rate of 15.0%, and probability of default of 5.2%.
Previous wording
Summary of Statements of Operations for the Six Months Ended June 30, 2024 and 2023
Current wording
Summary of Statements of Consolidated Operations for the Nine Months Ended September 30, 2024 and 2023
Previous wording
We are focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD. The following table summarized the results of operations for the six months ended June 30, 2024 and 2023.
Current wording
We are focused on developing and commercializing two therapeutic platforms based on well-defined therapeutic targets, MYMD-1 and Supera-CBD. The following table summarized the results of consolidated operations for the nine months ended September 30, 2024 and 2023.
Previous wording
We had no revenue from operations during the six months ended June 30, 2024 and 2023, respectively.
Current wording
We had no revenue from operations during the nine months ended September 30, 2024 and 2023, respectively.
Previous wording
The table below summarizes our general and administrative expenses for the six months ended June 30, 2024 and 2023:
Current wording
The table below summarizes our general and administrative expenses for the nine months ended September 30, 2024 and 2023:
Previous wording
Professional services costs increased $34,517 during the three months ended June 30, 2024. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business. The increase is primarily related to an increase in fees for specialized accounting services related to the fair market valuations for the various convertible preferred stock series.
Current wording
Professional services costs increased $255,908 during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. These costs included legal and accounting and specialized consulting services regularly incurred in the normal course of business. The increase is primarily related to an increase in fees for specialized accounting services related to the fair market valuations for the various convertible preferred stock series.
Previous wording
Stock market and investor relations costs decreased $221,965 during the six months ended June 30, 2024. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication efforts and the costs of annual shareholder meetings. The decrease is primarily due to the preparation costs associated with the 2023 annual shareholder meeting.
Current wording
Stock market and investor relations costs decreased $207,747 during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. These costs include the annual Nasdaq listing fees, activities related to keeping the shareholder base informed through press releases, presentations and other communication efforts and the costs of shareholder meetings. The decrease is primarily due to the preparation costs associated with the 2023 annual shareholder meeting.
Previous wording
Other administrative expenses decreased $478,468 during the three months ended June 30, 2024. These costs include Board expenses, business insurance, corporate travel and other general operating expenses. The decrease is associated with a reimbursement of expenses to a related party as authorized by the Board of Directors in April 2023.
Current wording
Other administrative expenses decreased $584,824 during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. These costs include Board expenses, business insurance, corporate travel and other general operating expenses. The decrease is associated with a reimbursement of expenses to a related party as authorized by the Board of Directors in April 2023.
Previous wording
Stock-based compensation decreased $789,347 during the six months ended June 30, 2024. The decrease is related to the accelerated vesting of the June 7, 2023 stock options that occurred in the fourth quarter of 2023 which reduced the periodic recognition of costs, to the final vesting of the second tranche of the June 7, 2023 stock option, and to several forfeitures of unvested stock options related to separated employees.
Current wording
Stock-based compensation decreased $1,371,161 during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decrease is related to the accelerated vesting of the June 7, 2023 stock options that occurred in the fourth quarter of 2023 which reduced the periodic recognition of costs, to the final vesting of the second tranche of the June 7, 2023 stock option, and to the reversal of recognized costs for forfeitures of unvested stock options related to a separated employee.
Previous wording
Warrant issuance expenses associated with the issuance of the Series F-1 Convertible Preferred Stock and the Series G Convertible Preferred Stock and Warrants totaled $1,508,602. These costs included placement agent, legal, and accounting fees.
Current wording
Warrant issuance expenses associated with the issuance of the Series F-1 Preferred Stock and the Series G Preferred Stock and Series G Warrants (as defined herein) and Series F-1 Warrants (as defined herein) totaled $1,508,602. These costs included placement agent, legal, and accounting fees.
Previous wording
The table below summarizes our research and development expenses for the six months ended June 30, 2024 and 2023:
Current wording
The table below summarizes our research and development expenses for the nine months ended September 30, 2024 and 2023:
Previous wording
Salaries and wages decreased $236,499 during the six months ended June 30, 2024. The decrease was associated with the Company initiatives relating to reducing the number of employees implemented during the fourth quarter of 2023 and to separations due to resignations during the three months ended June 30, 2024.
Current wording
Salaries and wages decreased $731,175 during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decrease was associated with the Company initiatives relating to reducing the number of employees implemented during the fourth quarter of 2023 and to separations due to resignations during the nine months ended September 30, 2024.
Previous wording
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs decreased $1,041,517 during the six months ended June 30, 2024 primarily due to the completion of the Phase II study for Sarcopenia during the year ended December 31, 2023.
Current wording
Development program costs include those associated with pre-clinical development, clinical trials and other material and development programs. Costs decreased $1,659,742 during nine months ended September 30, 2024, compared to the nine months ended September 30, 2023 primarily due to the completion of the Phase II study for Sarcopenia during the year ended December 31, 2023.
Previous wording
Professional services costs decreased $57,218 during the six months ended June 30, 2024. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property.
Current wording
Professional services costs decreased $70,677 during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. These costs are primarily related to consulting services not related to a specific development program and legal and maintenance fees associated with the protection of our intellectual property.
Previous wording
Regulatory expenses decreased $6,710 during the six months ended June 30, 2024. These costs are associated with the development and management of the protocols used in various studies.
Current wording
Regulatory expenses decreased $19,394 during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. These costs are associated with the development and management of the protocols used in various studies.
Previous wording
Other research and development expenses decreased $52,888 during the six months ended June 30, 2024. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The decrease during the three months ended June 30, 2024 is primarily related to expenses for seminars and travel.
Current wording
Other research and development expenses decreased $118,419 during the nine months September 30, 2024, compared to the nine months ended September 30, 2023. These expenses include laboratory supplies, training and travel for department personnel while working with third-party trial sites. The decrease during the nine months ended September 30, 2024 is primarily related to expenses for seminars and travel.
Previous wording
The table below summarizes our other income and expenses for the six months ended June 30, 2024 and 2023:
Current wording
The table below summarizes our other income and expenses for the nine months ended September 30, 2024 and 2023:
Previous wording
Other expenses, net of income, totaled $13,211,421 for the six months ended June 30, 2024, and other income, net of expense, totaled $2,692,566 for the six months ended June 30, 2023.
Current wording
Other expenses, net of income, totaled $13,315,173 for the nine months ended September 30, 2024, and other income, net of expense, totaled $10,578,148 for the nine months ended September 30, 2023.
Previous wording
During the six months ended June 30, 2024 interest and dividend income decreased $161,221 primarily related to the availability of cash for investment.
Current wording
During the nine months ended September 30, 2024 interest and dividend income decreased $136,326 compared to the nine months ended September 30, 2023 primarily related to the availability of cash for investment.
Previous wording
During the three months ended June 30, 2024, we recorded a loss of $11,000 related to the change in fair value of the derivative liabilities as follows:
Current wording
During the nine months ended September 30, 2024, we recorded a loss of $11,000 related to the change in fair value of the derivative liabilities as follows:
Previous wording
During the three months ended June 30, 2024, we recorded a loss associated with the issuance of the Series F-1 Convertible Preferred Stock totaling $3,737,000 and the Series G Convertible Preferred Stock totaling $5,109,000. The losses resulted from the fair market value of the issued warrants exceeding the sum of the gross proceeds, discount and derivative derived from the placement of the preferred shares.
Current wording
During the nine months ended September 30, 2024, we recorded a loss associated with the issuance of the Series F-1 Preferred Stock totaling $3,737,000 and the Series G Preferred Stock totaling $5,109,000. The losses resulted from the fair market value of the issued warrants exceeding the sum of the gross proceeds, discount and derivative derived from the placement of the preferred shares.
Previous wording
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. Since its inception, the Company has met its liquidity requirements principally through the sale of its Common and Preferred Stock in public and private placements.
Current wording
As of September 30, 2024, the Company’s cash on hand was $1,192,351 and marketable securities were $9,449,483. The Company has incurred a total net loss attributable to stockholders of $24,025,339 for the nine months ended September 30, 2024. As of September 30, 2024, the Company had working capital of $5,038,212 and stockholders’ equity of $16,777,343, including an accumulated deficit of $126,002,406. During the nine months ended September 30, 2024, cash flows used in operating activities were $8,212,233, consisting primarily of a net loss of $21,296,80, a decrease in prepaid expenses of $491,875, a decrease in deferred compensation payable of $100,538, and an increase in dividends payables of $1,356,709 offset by non-cash losses for the issuance of preferred stock of $8,846,000, the change in fair value of warrants of $4,410,000, the change in fair value of derivatives of $367,000, and stock-based compensation of $970,754, and an increase in trade and other payables of $444,119. 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 offerings of its securities.
Previous wording
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.
Current wording
During the nine months ended September 30, 2024, cash flows used in operating activities were $8,212,233, consisting primarily of a net loss of $21,296,80, a decrease in prepaid expenses of $491,875, a decrease in deferred compensation payable of $100,538, and an increase in dividends payables of $1,356,709 offset by non-cash losses for the issuance of preferred stock of $8,846,000, the change in fair value of warrants of $4,410,000, the change in fair value of derivatives of $367,000, and stock-based compensation of $970,754, and an increase in trade and other payables of $444,119.
Previous wording
Our net cash used in operating activities totaled $7,891,517, consisting primarily of a net loss of $5,679,385, an increase in prepaid expenses of $949,973, a reduction in trade and other payables of $516,769 and a non-cash change in the fair value of the warrant liabilities of $2,810,000, offset by non-cash stock-based compensation of $1,746,339 and non-cash change in the fair value of the derivative liabilities of $315,200.
Current wording
During the nine months ended September 30, 2023, cash flows used in operating activities were $11,047,995 consisting primarily of a net loss of $1,636,391, an increase in prepaid expenses of $697,691, a reduction in trade and other payables of $639,381 and a non-cash change in the fair value of the warrant and derivative liabilities of $10,417,700 offset by non-cash stock based compensation of $2,341,915.
Previous wording
Our net cash consumed by investing activities totaled $10,289,095 for the six months ended June 30, 2024 as compared to $7,449,439 during the six months ended June 30, 2023. During the six months ended June 30, 2024, we purchased securities totaling $12,539,455 and sold securities totaling $2,250,3660. During the six months ended June 30, 2023, we purchased securities totaling $13,199,409 and sold securities totaling $5,749,970.
Current wording
Our net cash consumed by investing activities totaled $7,202,955 for the nine months ended September 30, 2024 as compared to $4,088,466 during the nine months ended September 30, 2023. During the nine months ended September 30, 2024, we purchased securities totaling $12,539,405 and sold securities totaling $5,500,450. During the nine months ended September 30, 2023, we purchased securities totaling $13,338,466 and sold securities totaling $9,250,000.
Showing the first 40 of 47 pairs. Open the source sections for the rest.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Warrant issuance expenses associated with the issuance of the Series F-1 Convertible Preferred Stock and the Series G Convertible Preferred Stock and Warrants totaled $1,508,602. These costs included placement agent, legal, and accounting fees.
Previous report — wording carried elsewhere
During the six months ended June 30, 2023, we recorded a loss associated with the issuance of the Series F-1 Convertible Preferred Stock totaling $3,737,000 and the Series G Convertible Preferred Stock totaling $5,109,000. The losses resulted from the fair market value of the issued warrants exceeding the sum of the gross proceeds, discount and derivative derived from the placement of the preferred shares.****