Current Report Filing (8-k)
March 03 2020 - 5:18PM
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):
March 3, 2020
_____________________
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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509 Madison Avenue, Suite 1608, New York, New
York 10022
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (212) 980-9155
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))
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. ☐
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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Item 7.01
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Regulation FD Disclosure.
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Tonix Pharmaceuticals Holding Corp. (the “Company”)
updated its investor presentation, which is used to conduct meetings with investors, stockholders and analysts and at investor
conferences, and which the Company intends to place on its website, which may contain nonpublic information. A copy of the presentation
is filed as Exhibit 99.01 hereto and incorporated herein by reference.
The information in this Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.01 attached hereto, shall not be deemed “filed” for purposes of Section 18
of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of
that section, nor shall they be deemed incorporated by reference in any filing under the United States Securities Act of 1933 or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01.
Other Events.
On March 3, 2020, the Company closed its previously
announced registered direct offering (the “Offering”) of an aggregate of 14,550,000 shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), at a price of $1.10 per share, for gross proceeds of $16,005,000,
before deducting placement agent fees and other offering expenses. Following the Offering, the Company had an aggregate of 49,227,634
shares of Common Stock outstanding.
On March 3, 2020, the Company issued a press
release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.02 and is incorporated
herein by reference.
Forward- Looking Statements
This Current Report on Form 8-K contains certain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the consummation of the Offering,
the Company’s product development, clinical trials, clinical and regulatory timelines, market opportunity, competitive position,
possible or assumed future results of operations, business strategies, potential growth opportunities and other statement that
are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections
about the industry and markets in which we operate and management’s current beliefs and assumptions.
These statements may be identified by the use of forward-looking
expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,”
“believe,” “estimate,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions and the negatives of those terms. These statements relate to future events or our financial
performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. Such factors include those set forth in the Company’s filings with the SEC. Prospective investors are cautioned
not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company
undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events
or otherwise.
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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|
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99.01
99.02
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Corporate Presentation by the Company for March
2020 (Abbreviated Form)
Press Release of the Company, dated March 3,
2020
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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: March
3, 2020
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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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