Current Report Filing (8-k)
July 19 2021 - 7:05AM
Edgar (US Regulatory)
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):
July 16, 2021
TONIX PHARMACEUTICALS HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada
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001-36019
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26-1434750
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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TNXP
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The NASDAQ Global Market
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) On July 16, 2021, the Directors (the “Board”)
of Tonix Pharmaceuticals Holding Corp. (the “Company”), increased the size of the Board from seven to eight directors and,
upon on the recommendation of its Nominating and Corporate Governance Committee, appointed Carolyn E. Taylor as director of the Company,
effective immediately.
Ms. Taylor, age 62, was general counsel of Strike
Protocols Inc., a financial technology company, from 2019 to 2020, and held positions of varying responsibility, including partner, and
most recently, of counsel, at the law firm of Covington & Burling LLP from 1989 to 2000 and 2004 to 2015. From 2000 to 2003, Ms. Taylor
served as Executive Vice President and General Counsel of Longitude, Inc., a financial services company. Ms. Taylor graduated from Columbia
Law School and earned a B.A. from Brown University. Ms. Taylor’s broad transactional experience was instrumental in her selection
as a member of the Board.
In connection with her appointment
to the Board, the Board has granted Ms. Taylor 237,437 stock options, which vest on the Company’s 2022 annual
meeting of stockholders and are exercisable at $0.98 per share, and will receive an annual retainer of $50,000 for her service
on the Board.
There are no arrangements or understandings
pursuant to which Ms. Taylor was appointed as a director, and there are no related party transactions between the Company and Ms. Taylor
reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Taylor’s
appointment to the Board is filed as Exhibit 99.01 to, and incorporated by reference in, this report.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibit
No.
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Description.
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99.01
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Press release of the Company, dated July 19, 2021
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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.
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TONIX PHARMACEUTICALS HOLDING CORP.
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Date: July 19, 2021
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By:
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/s/ Bradley Saenger
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Bradley Saenger
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Chief Financial Officer
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