TFA Therapeutics, Inc. Offshore Private Placement

TFA Therapeutics, Inc. announced an offshore private placement of up to 5,952,381 Ordinary Shares at $2.52 per share, aiming to raise up to $15,000,000. The offering is conducted under Regulation S and is exclusively for non-U.S. persons, occurring in offshore transactions. The Company intends to use the net proceeds for the development and regulatory activities of TFA-01, including CMC, nonclinical, clinical, and regulatory efforts. Additional funds will be allocated to personnel, general corporate purposes, working capital, capital-markets readiness, and offering expenses. The offering remains open for subscriptions, with closings occurring as subscriptions are accepted. The shares have not been registered under the Securities Act and are subject to transfer restrictions. The company has provided detailed terms and conditions in the subscription agreement, outlining risks, representations, and covenants for both the subscriber and the company. This filing serves as a notice pursuant to Rule 135c under the Securities Act.