As filed with the Securities and Exchange Commission on June 14, 2024


Registration No. 333-     













TFF Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


Delaware   82-4344737

(State or other jurisdiction of

incorporation or organization)


(I.R.S. Employer

Identification No.)


1751 River Run, Suite 400
Fort Worth, Texas


(Address of Principal Executive Offices)   (Zip Code)




2021 Stock Incentive Plan

(Full title of the plan)




Harlan Weisman, M.D.
Chief Executive Officer
1751 River Run, Suite 400
Fort Worth, Texas 76107

(Name and address of agent for service)


(817) 438-6168

(Telephone number, including area code, of agent for service)


Copy to:


Daniel K. Donahue

Greenberg Traurig, LLP

18565 Jamboree Road, Suite 500

Irvine, California 92612

(949) 732-6500


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


  Large accelerated filer Accelerated filer
  Non-accelerated filer Smaller reporting company
    Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐








This Registration Statement on Form S-8 is being filed by TFF Pharmaceuticals, Inc (the “Company”) for the purpose of registering an additional 500,000 shares of the Company’s Common Stock that became reserved for issuance as a result of stockholder approval on June 4, 2024. These additional shares of the Company’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on December 27, 2021 (File No. 333-261896). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such prior Registration Statement.




Part II





Item 3. Incorporation of Certain Documents by Reference


The following documents filed by the Company with the Commission are incorporated by reference into this Registration Statement:


(a)The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed on March 28, 2024;


(b)The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which was filed on May 14, 2024;


(c)The Company’s Current Reports on Form 8-K filed on March 22, 2024, May 2, 2024, May 17, 2024, and June 7, 2024;


(d)The description of the Company’s common stock in its Form 8-A12B, which was filed on October 22, 2019, and any amendments or reports filed for the purpose of updating this description; and


(e)All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.





Item 8. Exhibits.





Method of Filing

4.1   Specimen Certificate representing shares of common stock of Registrant  

Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on September 27, 2019.

5.1   Opinion and Consent of Greenberg Traurig, LLP   Filed electronically herewith.
23.1   Consent of Marcum LLP   Filed electronically herewith.
23.4   Consent of Greenberg Traurig, LLP   Included in Exhibit 5.1.
24.1   Power of Attorney   Included on the signature page to this registration statement.
99.1   TFF Pharmaceuticals, Inc. 2021 Stock Incentive Plan  

Incorporated by reference from the Company’s Definitive Proxy Statement filed on September 23, 2021.

107   Filing Fee Table   Filed electronically herewith.







Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, Texas on this 14th day of June 2024.


  By: /s/ Harlan Weisman
    Harlan Weisman, M.D.
    Chief Executive Officer




Each person whose signature appears below constitutes and appoints Harlan Weisman, M.D., his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.


Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.







/s/ Harlan Weisman   President,   June 14, 2024
Harlan Weisman, M.D.   Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Kirk Coleman   Chief Financial Officer,   June 14, 2024
Kirk Coleman   (Principal Financial and
Accounting Officer)
/s/ Brandi Roberts        
Robert Roberts   Director   June 14, 2024
/s/ Robert S. Mills, Jr.        
Robert S. Mills, Jr.   Director   June 14, 2024
/s/ Stephen Rocamboli        
Stephen Rocamboli   Director   June 14, 2024
/s/ Catherine Lee        
Catherine Lee   Director   June 14, 2024
/s/ Michael Patane        
Michael Patane   Director   June 14, 2024
/s/ Thomas B. King        
Thomas B. King   Director   June 14, 2024








Exhibit 5.1



18565 Jamboree Road, Suite 500

Irvine, CA 92612


June 14, 2024


TFF Pharmaceuticals, Inc.

1751 River Run, Suite 400
Fort Worth, Texas 76107


Re: Registration Statement on Form S-8


Ladies and Gentlemen:


We have acted as counsel to TFF Pharmaceuticals, Inc. (the “Company”) in connection with its Registration Statement on Form S-8, as may be amended and supplemented from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the registration by the Company of 500,000 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company issuable under the Company’s 2021 Stock Incentive Plan.


For purposes of rendering this opinion, we have examined originals or copies of such documents and records as we have deemed appropriate. In conducting such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and conformity to original documents of all documents submitted to us as copies.


Based upon and subject to the foregoing and the effect, if any, of the matters discussed below, after having given due regard to such issues of law as we deemed relevant, we are of the opinion that the Shares, when issued, delivered and paid for in accordance with the relevant plan and the terms of the individual option agreements and stock agreements, as applicable, will be legally issued, fully paid and non-assessable.


We are furnishing this opinion to the Company solely in connection with the Registration Statement. This opinion may not be relied on by, nor copies delivered to, any other person or entity without our prior written consent. Notwithstanding the preceding sentence we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to its use as part of the Registration Statement.


  Very truly yours,


Exhibit 23.1




We consent to the incorporation by reference in this Registration Statement of TFF Pharmaceuticals, Inc. on Form S-8 of our report dated March 28, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of TFF Pharmaceuticals, Inc. as of December 31, 2023 and 2022 and for each of the two years in the period ended December 31, 2023, appearing in the Annual Report on Form 10-K of TFF Pharmaceuticals, Inc. for the year ended December 31, 2023.


/s/ Marcum llp


Marcum llp

New York, NY

June 14, 2024



Exhibit 107


Calculation of Filing Fee Tables


Form S-8
(Form Type)


TFF Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)


Table 1: Newly Registered Securities


Registered (a)

Price Per

Unit (b)

Price (b)
   Fee Rate   Amount of
Fees to Be
  Equity  Common stock   457(h)(1)    500,000   $1.8415   $920,750    .0001476   $135.91 
   Total Offering Amounts             $135.91 
   Total Fee Offsets              -- 
   Net Fee Due             $135.91 


(a)In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover an indeterminate number of additional shares of Common Stock to be offered or issued from stock splits, stock dividends or similar transactions.
(b)Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(h)(1) under the Securities Act.


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