FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MORRIS JESSICA EDGAR

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/4/2017 

3. Issuer Name and Ticker or Trading Symbol

Tonix Pharmaceuticals Holding Corp. [TNXP]

(Last)        (First)        (Middle)

509 MADISON AVE. - SUITE 306

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Operating Officer /

(Street)

NEW YORK, NY 10022       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.001 par value per share   1338   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (1) 2/11/2015   2/11/2024   Common Stock   600   $158.80   D    
Stock Option   (2) 6/17/2015   6/17/2024   Common Stock   1100   $98.70   D    
Stock Option   (3) 10/29/2015   10/29/2024   Common Stock   1100   $66.80   D    
Stock Option   (4) 2/25/2016   2/25/2025   Common Stock   1400   $59.50   D    
Stock Option   (5) 2/9/2017   2/9/2026   Common Stock   3000   $50.30   D    
Stock Option   (6)   (6) 2/9/2026   Common Stock   3000   $50.30   D    
Stock Option   (7) 3/1/2018   3/1/2017   Common Stock   9000   $5.50   D    

Explanation of Responses:
(1)  The option was granted on February 11, 2014 pursuant to the Issuer's 2012 Incentive Stock Option Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
(2)  The option was granted on June 17, 2014 pursuant to the Issuer's 2014 Stock Incentive Plan (the "Plan"). The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
(3)  The option was granted on October 29, 2014 pursuant to the Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
(4)  The option was granted on February 25, 2015 pursuant to the Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
(5)  The option was granted on February 9, 2016 pursuant to the Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
(6)  The option was granted on February 9, 2016 pursuant to the Plan. The option vests 1/3rd upon each of the dates that the stock price of the Issuer's common stock has an average closing sales price equal to or exceeding $6.00, $7.00 and $8.00 per share for 20 consecutive trading days.
(7)  The option was granted on March 1, 2017 pursuant to the Issuer's 2016 Stock Incentive Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MORRIS JESSICA EDGAR
509 MADISON AVE. - SUITE 306
NEW YORK, NY 10022


Chief Operating Officer

Signatures
/s/ Jessica Edgar Morris 1/12/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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