TNXP Tonix Pharmaceuticals Holding Corporation

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): May 21, 2024 

 

 

TONIX PHARMACEUTICALS HOLDING CORP. 

(Exact name of registrant as specified in its charter)

 

Nevada	001-36019	26-1434750
(State or Other Jurisdiction; of Incorporation)	(Commission  File Number)	(IRS Employer  Identification No.)

 

26 Main Street, Chatham, New Jersey 07928

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (862) 904-8182

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TNXP	The NASDAQ Capital Market

 

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 

 

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 13(a) of the Exchange Act. ☐ 

 

 

Item 2.05.

Costs Associated with Exit or Disposal Activities.

Tonix Pharmaceuticals Holding Corp. (the “Company”) plans to reduce its workforce by 23 full-time employees and decommission its Advanced Development Center (“ADC”) in Massachusetts by June 7, 2024, to align the Company’s capital and human resources with its previously announced strategic prioritization of its Tonmya™ (TNX-102 SL cyclobenzaprine HCl sublingual tablet) product candidate for the management of fibromyalgia.

At this time the Company has made a good faith determination that it does not expect to incur a material charge in connection with the reduction in force or decommissioning of the ADC.

Item 2.06.

Material Impairments.

The information in Item 2.05 above is incorporated herein by reference. At this time the Company is unable to make a good faith determination of the amount or range of the non-cash impairment charge or the impairment charge that will result in future cash expenditures related to the decommissioning of the ADC.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On May 22, 2024, the Company held its annual meeting of shareholders, at which the Company’s shareholders approved four proposals. Shareholders representing 43,505,606 shares, or 61.6%, of the common shares outstanding as of the March 25, 2024 record date, were represented at the meeting by proxy. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2024, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.

 

Proposal 1

 

The Company’s shareholders elected eight individuals to the Board of Directors as set forth below:

 

Name		Votes For		Votes Withheld		Broker Non-Votes
Seth Lederman		10,807,281		11,313,030		21,385,295
Richard Bagger		11,696,851		10,423,460		21,385,295
Margaret Smith Bell		11,855,724		10,264,587		21,385,295
David Grange		11,672,665		10,447,646		21,385,295
Adeoye Olukotun		9,999,588		12,120,693		21,385,295
Newcomb Stillwell		11,741,125		10,379,186		21,385,295
Carolyn Taylor		11,902,169		10,218,142		21,385,295
James Treco		11,741,772		10,378,539		21,385,295

 

Proposal 2

 

The Company’s shareholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, as set forth below:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	36,825,653				2,507,506				4,172,447				0

 

Proposal 3

 

The Company’s shareholders approved a proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion at any time within one year May 22, 2024, to effect a reverse stock split of then-outstanding shares of the Company’s common stock, at a ratio of not less than one-for-two (1:2) and not greater than one-for-fifty (1:50), with the exact ratio to be determined by the Board and included in a public announcement, as set forth below:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	31,099,110				12,114,167				292,329				0

 

Proposal 4

 

The Company’s shareholders approved a proposal, for the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC Listing Rule 5635(d), the repricing of up to 6,950,000 Common Warrants issued August 2023, 8,900,000 Series A Warrants issued October 2023, 8,900,000 Series B Warrants issued October 2023, 34,824,328 Series C Warrants issued December 2023, and 34,824,328 Series D Warrants issued December 2023, as set forth below:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	10,844,027				7,149,575				4,126,709				21,385,295

 

 

SIGNATURE

 

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TONIX PHARMACEUTICALS HOLDING CORP.
Date: May 22, 2024	By:	/s/ Bradley Saenger
		Bradley Saenger
		Chief Financial Officer

 

 

 

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Cover	May 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 21, 2024
Entity File Number	001-36019
Entity Registrant Name	TONIX PHARMACEUTICALS HOLDING CORP.
Entity Central Index Key	0001430306
Entity Tax Identification Number	26-1434750
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	26 Main Street
Entity Address, City or Town	Chatham,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07928
City Area Code	(862)
Local Phone Number	904-8182
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	TNXP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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