TNXP Tonix Pharmaceuticals Holding Corporation

 

As filed with the Securities and Exchange Commission on July 16, 2019  

Registration No. 333-232195

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-1

  REGISTRATION STATEMENT  

UNDER

THE SECURITIES ACT OF 1933

TONIX PHARMACEUTICALS HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada	2834	26-1434750
(State or other jurisdiction of   incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

 

509 Madison Avenue, Suite 1608

New York, New York 10022

  (212) 980-9155

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

  Seth Lederman

Chief Executive Officer

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 1608

New York, New York 10022

(212) 980-9155

  (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: 

Michael J. Lerner, Esq.   Steven M. Skolnick, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 (973) 597-6394

Barry I. Grossman, Esq.    Sarah E. Williams, Esq. Ellenoff Grossman & Schole LLP    1345 Avenue of the Americas   New York, New York 10105    (212) 370-1300

 

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective. 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 

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 13 (a) of the Exchange Act. ☐

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 of Tonix Pharmaceuticals Holding Corp. (the “Company”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on July 15, 2019, is being filed for the sole purpose of filing Exhibit 5.1 as part of the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below. This Registration Statement shall become effective upon filing with the SEC in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits

 

Exhibit No.		Description
5.01		Opinion of Brownstein Hyatt Farber Schreck, LLP.
23.02		Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.01).

 

 

Signatures

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 16, 2019.

 

	TONIX PHARMACEUTICALS HOLDING CORP.
	By:	/s/ Seth Lederman
		Seth Lederman
		President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

 

Person		Capacity		Date
/s/ Seth Lederman		Chief Executive Officer and Director
Seth Lederman		(Principal Executive Officer)		July 16, 2019
/s/ Bradley Saenger		Chief Financial Officer
Bradley Saenger		(Principal Financial and Accounting Officer)		July 16, 2019
*
Margaret Smith Bell		Director		July 16, 2019
*
Daniel Goodman		Director		July 16, 2019
*
Patrick Grace		Director		July 16, 2019
*
David Grange		Director		July 16, 2019
*
Adeoye Olukotun		Director		July 16, 2019
*
John Rhodes		Director		July 16, 2019
*
James Treco		Director		July 16, 2019

 

* Pursuant to the Power of Attorney contained on the signature page to the Registration Statement, as initially filed on June 19, 2019.