UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant
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Filed
by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary Proxy
Statement
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Confidential,
For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material
Pursuant to § 240.14a-12
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TONIX
PHARMACEUTICALS HOLDING CORP.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number
of securities to which transaction applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum
aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously
with preliminary materials:
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Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount previously
paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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EXPLANATORY
NOTE
The
primary purpose of this Amended and Restated Proxy Statement of Tonix Pharmaceuticals Holding Corp. (the “Company”)
is to amend and restate the Company's proxy statement filed on May 15, 2020, in order to reflect:
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The
rescheduling of the Company’s Special Meeting of Stockholders to Friday, August
28, 2020 at 11:00 a.m. Eastern Daylight Time (the “Annual Meeting”); and
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The
change in the record date for determining stockholders entitled to attend and vote at
the Annual Meeting to July 15, 2020.
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TONIX
PHARMACEUTICALS HOLDING CORP.
509
Madison Avenue, Suite 1608
New
York, New York 10022
Telephone:
(212) 980-9155
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
A
Special Meeting of the shareholders of Tonix Pharmaceuticals Holding Corp. (the “Company” or “Tonix”)
will be held on Friday, August 28, 2020, at 11:00 a.m. Eastern Daylight Time. Due to concerns regarding the COVID-19 outbreak
and to assist in protecting the health and well-being of our shareholders and employees, the Special Meeting will be held via
the internet. Shareholders will be able to listen, vote and ask questions regardless of location via the internet at http://viewproxy.com/tonixpharma/2020vm/VM
by using the control number included on your notice regarding the availability of proxy materials, proxy card (printed in
the box and marked by the arrow) and the instructions that accompanied your proxy materials. You will not be able to attend
the Special Meeting in person. The Special Meeting is being held for the purposes of:
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1.
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To approve an amendment
to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of common
stock from 150,000,000 to 400,000,000; and
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2.
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To act on such other
matters as may properly come before the meeting or any adjournment there.
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Only
shareholders of record at the close of business on July 15, 2020, will be entitled to attend and vote at the meeting.
BY ORDER
OF THE BOARD OF DIRECTORS
/s/
Seth Lederman
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Seth Lederman
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Chief Executive Officer and Chairman of the
Board of Directors
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July 21, 2020
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You
are cordially invited to attend the virtual meeting of stockholders via live webcast by visiting http://viewproxy.com/tonixpharma/2020vm/VM. Whether
or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy as instructed in these materials,
as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage
prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may
still vote if you attend the virtual meeting via webcast. Please note, however, that if your shares are held of record
by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that
record holder.
TABLE
OF CONTENTS
TONIX
PHARMACEUTICALS HOLDING CORP.
509
Madison Avenue, Suite 1608
New
York, New York 10022
Telephone: (212)
980-9155
PROXY
STATEMENT
FOR
THE SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD ON FRIDAY, AUGUST 28, 2020
INFORMATION
CONCERNING THE SPECIAL MEETING
General
The enclosed proxy is solicited
by the Board of Directors (the “Board”) of Tonix Pharmaceuticals Holding Corp. (the “Company”), for use
at the Special Meeting of the Company’s shareholders to be held on August 28, 2020, at 11:00 a.m. Eastern Daylight Time and
at any adjournments thereof. Whether or not you expect to attend the meeting, please vote your shares as promptly as possible to
ensure that your vote is counted. The proxy materials will be furnished to shareholders on or about July 21, 2020.
Revocability
of Proxy and Solicitation
Any
shareholder executing a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy. Revocation
may be made by attending the Special Meeting and voting the shares of stock, or by delivering to the Secretary of the Company
at the principal office of the Company prior to the Special Meeting a written notice of revocation or a later-dated, properly
executed proxy. Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview,
telephone, facsimile transmittal or electronic communications.
Record
Date
Shareholders
of record at the close of business on July 15, 2020 (the “Record Date”), will be entitled to receive notice
of, attend and vote at the meeting.
Action
to be Taken Under Proxy
Unless
otherwise directed by the giver of the proxy, the persons named in the form of proxy, namely, Seth Lederman, our Chief
Executive Officer, and Bradley Saenger, our Chief Financial Officer, or either one of them who acts, will vote:
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FOR approval of
an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of the Company’s
common stock authorized for issuance from 150,000,000 to 400,000,000 (Proposal No. 1 – the “Proposal to Increase
Authorized Shares”); and
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According to their
discretion, on the transaction of such other matters as may properly come before the meeting or any adjournment there.
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Vote
Required; Quorum; Broker Non-votes
As of July 20, 2020, there
were 125,743,906 shares of common stock issued and outstanding, which constitutes all of the outstanding capital stock of the Company. Shareholders
are entitled to one vote for each share of common stock held by them.
One-third
(1/3) of the outstanding shares, or 41,914,636 shares, present in person by webcast or represented by proxy, will constitute a
quorum at the meeting. For purposes of the quorum and the discussion below regarding the vote necessary to take shareholder action,
shareholders of record who are present at the Special Meeting in person by webcast or by proxy and who abstain, including brokers
holding customers’ shares of record who cause abstentions to be recorded at the meeting, are considered shareholders who
are present and entitled to vote and are counted towards the quorum.
Brokers
holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive
voting instructions from their customers. As used herein, “uninstructed shares” means shares held by a broker who
has not received such instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding
uninstructed shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary
voting power with respect to that non-routine matter. The Proposal to Increase Authorized Shares is a routine matter that brokers
are entitled to vote shares on without receiving instructions.
For
approval of the Proposal to Increase Authorized Shares, the affirmative vote of the majority of the voting power of the shares
issued and outstanding as of the Record Date is required for approval, and abstentions will have the same effect as a vote against
this proposal.
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why
am I receiving these materials?
We
have sent you these proxy materials because the Board of Tonix Pharmaceuticals Holding Corp. (sometimes referred to as
the “Company,” “Tonix,” “we” or “us”) is soliciting
your proxy to vote at the Special Meeting of Shareholders. According to our records, you were a shareholder of the
Company as of the end of business on July 15, 2020.
You
are invited to attend the Special Meeting to vote on the proposal described in this proxy statement and at any postponements or
adjournments of the Special Meeting. Directors, officers and other Company employees also may solicit proxies by telephone or
otherwise. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and
will be reimbursed for their reasonable expenses. However, you do not need to attend the meeting to vote your shares. Instead,
you may simply complete, sign and return the enclosed proxy card. You are invited to attend the Special Meeting and vote your
shares. The Special Meeting will be a virtual meeting of stockholders, and will be held August 28, 2020 at 11:00 a.m. Eastern
Daylight Time via live webcast. For instructions on how to access the live webcast and attend the virtual Special Meeting, see
“How do I attend and vote shares at the Special Meeting?”
The Company intends to
mail these proxy materials on or about July 21, 2020 to all shareholders of record on the Record Date entitled to vote at the Special
Meeting.
What
am I voting on?
The
following matters are scheduled for a vote:
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1.
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To approve an amendment
to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of common
stock from 150,000,000 to 400,000,000; and
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2.
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To act on such other
matters as may properly come before the meeting or any adjournment there.
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The
Board is not currently aware of any other business that will be brought before the Special Meeting.
Who
can vote at the Special Meeting?
Only
shareholders at the close of business on July 15, 2020 will be entitled to vote at the Special Meeting. On this Record Date,
there were 125,743,906 shares of common stock outstanding and entitled to vote.
Shareholder
of Record: Shares Registered in Your Name
If
on July 15, 2020 your shares were registered directly in your name with Tonix’s transfer agent, VStock Transfer, LLC, then
you are a shareholder of record. As a shareholder of record, you may vote in person by webcast at the meeting or vote by
proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank
If
on July 15, 2020, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, rather
than in your name, then you are the beneficial owner of shares held in “street name” and these proxy materials are
being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of
record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other
agent regarding how to vote the shares in your account. You are also invited to attend the Special Meeting. If you hold
your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration
and you will be assigned a virtual control number in order to vote your shares during the Special Meeting.
Why
are you holding a virtual Special Meeting?
Due
to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders,
this year’s Special Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance,
rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders
to communicate with us in advance of the Special Meeting so they can ask questions of our management. Just as we did during our
in-person meetings, during the Q&A session of the Special Meeting, we may answer questions to the extent relevant to the business
of the Special Meeting, as time permits.
How
do I attend and vote shares at the virtual Special Meeting?
The
Special Meeting will convene at 11:00 a.m. Eastern Daylight Time on August 28, 2020. In order to participate in the Special
Meeting live via the Internet, you must register at http://viewproxy.com/tonixpharma/2020vm by 11:59 p.m. Eastern
Daylight Time by August 27, 2020. If you are a registered holder, you must register using the virtual control number included
on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy
materials). If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or
broker during registration and you will be assigned a virtual control number in order to vote your shares during the Special
Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Special Meeting
(but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to
connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://viewproxy.com/tonixpharma/2020vm.
On
the day of the Special Meeting, if you have properly registered, you may enter the Special Meeting by logging in using the event
password you received via email in your registration confirmation at http://viewproxy.com/tonixpharma/2020vm/VM..
If
you encounter any difficulties accessing the Special Meeting live audio webcast during the meeting time, please email VirtualMeeting@viewproxy.com
or call 1-866-612-8937.
Even
if you plan to attend the live webcast of the Special Meeting, we encourage you to vote in advance by Internet, telephone or mail
so that your vote will be counted even if you later decide not to attend the virtual Special Meeting.
How
can I submit a question for the Special Meeting?
By
accessing http://viewproxy.com/tonixpharma/2020vm, our shareholders will be able to submit questions in writing in advance
of or during the Special Meeting, vote, view the Special Meeting procedures, and obtain copies of proxy materials. Shareholders
will need their unique control number which appears on their notice regarding the availability of proxy materials, the proxy card
(printed in the box and marked by the arrow) and the instructions that accompanied the proxy materials.
As
part of the Special Meeting, we will hold a live question and answer session, during which we intend to answer questions in accordance
with the Special Meeting procedures which are pertinent to the Company and the meeting matters, as time permits. Questions and
answers will be grouped by topic and substantially similar questions will be grouped and answered once.
Can
I view the proxy materials over the Internet?
Yes. The
Notice of Meeting, this Proxy Statement and accompanying proxy card are available at http://viewproxy.com/tonixpharma/2020vm.
How
do I vote?
You
may vote “For” or “Against” or abstain from voting. The procedures for voting are
fairly simple:
If
you are a shareholder of record, you may vote by proxy in any of the following ways:
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By Internet or Telephone — If you have
internet or telephone access, you may submit your proxy by following the voting instructions on the proxy card. If you vote
by internet or telephone, you should not return your proxy card.
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By Mail — You may vote by mail by completing,
dating and signing your proxy card and mailing it in the envelope provided. You must sign your name exactly as it appears
on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor,
trustee or custodian), you must indicate your name and title or capacity.
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If
you vote via the internet or by telephone, your vote must be received by 11:59 p.m., Eastern Daylight Time, on August 27,
2020.
You
may also vote during the Special Meeting via the internet at http:// www.AALvote.com/TNXPSM. At this site, you will be
able to vote electronically.
If
your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner
of shares held in “street name.” The street name holder will provide you with instructions that you must follow to
have your shares voted. If you hold your shares in street name and you wish to vote during the meeting, you must obtain a proxy
issued in your name from the street name holder.
How
many votes do I have?
On
each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.
What
is a quorum for purposes of conducting the Special Meeting?
The
presence, in person via attendance at the virtual Special Meeting or by proxy, of the holders of one-third (1/3rd)
of the issued and outstanding common stock, or 41,914,636 shares, entitled to vote at the meeting is necessary to constitute
a quorum to transact business. If a quorum is not present or represented at the Special Meeting, the shareholders entitled to
vote thereat, present in person via attendance at the virtual Special Meeting or by proxy, may adjourn the Special Meeting from
time to time without notice or other announcement until a quorum is present or represented.
What
if I return a proxy card but do not make specific choices?
If
you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” approval
of the Increase to Authorized Shares (Proposal No. 1), ; and “FOR” approval of any adjournment of the Special
Meeting, if necessary or appropriate, to transact such other business as may properly come before the meeting and all adjournments
and postponements thereof; and if any other matter is properly presented at the meeting, your proxy holder (one of the individuals
named on your proxy card) will vote your shares using his best judgment.
How
does the Board recommend that I vote?
Our
Board recommends that you vote your shares “FOR” the approval of the Increase to Authorized Shares (Proposal
No. 1),; and “FOR” approval of any adjournment of the Special Meeting, if necessary or appropriate, to transact
such other business as may properly come before the meeting and all adjournments and postponements thereof. Unless
you provide other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance
with the recommendations of the Board as set forth in this Proxy Statement.
Who
is paying for this proxy solicitation?
We
will bear the cost of solicitation of proxies. Proxies may be solicited by mail or personally by our directors, officers or employees,
none of whom will receive additional compensation for such solicitation. Those holding shares as of record for the benefit of
others, or nominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from,
the beneficial owners of such shares. We will reimburse nominee holders for their reasonable out-of-pocket expenses.
What
does it mean if I receive more than one set of proxy materials?
If
you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts.
Please complete, sign and return each proxy card to ensure that all of your shares are voted.
I
share the same address with another Tonix Pharmaceuticals Holding Corp. shareholder. Why has our household only received one set
of proxy materials?
The
SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders.
This practice, known as “householding,” is intended to reduce the Company’s printing and postage costs. We have
delivered only one set of proxy materials to shareholders who hold their shares through a bank, broker or other holder of record
and share a single address, unless we received contrary instructions from any shareholder at that address. However, any such street
name holder residing at the same address who wishes to receive a separate copy of the proxy materials may make such a request
by contacting the bank, broker or other holder of record, or Broadridge Financial Solutions, Inc. at (800) 542-1061 or in writing
at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Street name holders residing at the same address
who would like to request householding of Company materials may do so by contacting the bank, broker or other holder of record
or Broadridge at the phone number or address listed above.
Can
I change my vote after submitting my proxy?
Yes.
You can revoke your proxy at any time before the final vote at the meeting. If you are the record
holder of your shares, you may revoke your proxy in any one of three ways:
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You may submit another
properly completed proxy card with a later date;
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You may send a timely
written notice that you are revoking your proxy to the Company at 509 Madison Avenue, Suite 1608, New York, New York
10022, Attn: Chief Financial Officer;
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Authorizing a proxy
again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. on August 27, 2020;
or
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You may attend the
Special Meeting and vote online. Simply attending the meeting virtually will not, by itself, revoke your
proxy.
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If
your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker
or bank.
How
are votes counted?
Votes
will be counted by the inspector of elections appointed for the meeting, who will separately count “For”
and “Against” votes, abstentions and broker non-votes. Abstentions and broker non-votes will
not be counted as votes with respect to any matter.
How
many votes are needed to approve each proposal?
For
approval of the Increase to Authorized Shares (Proposal No. 1), the approval of the majority of the shares outstanding and entitled
to vote as of the Record Date is required for approval. Approval of all other matters requires the affirmative vote of a majority
of the votes cast on the applicable matter at the Special Meeting in person via attendance at the virtual Special Meeting or by
proxy.
Is
my vote kept confidential?
Proxy
instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your
voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:
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as necessary to
meet applicable legal requirements;
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to allow for the
tabulation and certification of votes; and
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to facilitate a
successful proxy solicitation.
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Occasionally,
shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.
How
can I find out the results of the voting at the Special Meeting?
Preliminary
voting results will be announced at the Special Meeting. Final voting results will be discussed in a Form 8-K filed
after the Special Meeting.
Who
can help answer my questions?
If
you need assistance with voting or have questions regarding the Special Meeting, please contact:
Alliance
Advisors, LLC
200
Broadacres Drive, 3rd Floor
Bloomfield,
NJ 07003
(844)
885 0175
PROPOSAL
NO. 1: APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO
400,000,000
Our
Board of Directors has approved, subject to shareholder approval, an amendment to our Articles of Incorporation to increase our
authorized shares of common stock from 150,000,000 to 400,000,000. The increase in our authorized shares of common stock will
become effective upon the filing of the amendment to our Articles of Amendment with the Nevada Secretary of State. If the amendment
to increase our authorized shares of common stock is approved by shareholders at the Special Meeting, we intend to file the amendment
to our Articles of Incorporation as soon as practicable following the Special Meeting.
The
form of Articles of Amendment to be filed with the Nevada Secretary of State is set forth as Appendix A to this proxy
statement (subject to any changes required by applicable law and provided that, since Proposal No. 1 will result in changes to
the Articles of Incorporation, the Company may file one or more amendments with the Nevada Secretary of State to effect multiple
approved proposals).
Outstanding
Shares and Purpose of the Proposal
Our
Articles of Incorporation currently authorizes us to issue a maximum of 150,000,000 shares of common stock, par value $0.001 per
share, subject to approval of this Proposal No. 1, and 5,000,000 shares of preferred stock, $0.001 par value per share. Our issued
and outstanding securities, as of the Record Date are as follows:
Shares
of common stock
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As
of
July 20, 2020
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Outstanding
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125,743,906
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Issuable
upon exercise of warrants outstanding
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5,184,210
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Issuable
upon exercise of options outstanding
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10,021,786
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Reserved
for future grants, awards and issuances under the Amended and Restated 2020 Stock Incentive Plan
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643,750
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Reserved
for future purchases under 2020 Employee Stock Purchase Plan
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300,000
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Outstanding
on a fully diluted basis (1)
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141,893,652
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(1)
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Assuming all shares reserved under our current
equity compensation plan are granted and all shares reserved under our current employee stock purchase plan are purchased.
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The
approval of the amendment to the articles of incorporation to increase the authorized shares of Common Stock is important for
the ongoing business of the Company. Without additional authorized shares of Common Stock, (i) the Company may not
be able to raise additional financing which is needed to fund our ongoing clinical and research programs, (ii) the Company may
not be able to attract and retain key employees, officers and directors, and (iii) the Company may not be able to make possible
strategic acquisitions, although no such acquisitions are currently contemplated.
The
increase in the number of authorized shares of Common Stock may be available for our Board to issue in future financings, to provide
equity incentive to employees, officers and directors, to make stock-based acquisitions and for other general corporate purposes,
and we intend to use the additional shares of Common Stock that will be available to undertake any such issuances. We have no
specific plan, commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of Common Stock
subsequent to this proposed increase in the number of authorized shares at this time, and we have not allocated any specific portion
of the proposed increase in the authorized number of shares to any particular purpose. The Company is therefore requesting its
stockholders approve this proposal to amend its Articles of Incorporation to increase the authorized shares of Common Stock.
Rights
of Additional Authorized Shares
Any
authorized shares of Common Stock, if and when issued, would be part of our existing class of common stock and would have the
same rights and privileges as the shares of common stock currently outstanding. Our stockholders do not have pre-emptive rights
with respect to the common stock, nor do they have cumulative voting rights. Accordingly, should the Board issue additional shares
of common stock, existing stockholders would not have any preferential rights to purchase any of such shares, and their percentage
ownership of our then outstanding Common Stock could be reduced.
Potential
Adverse Effects of Increase in Authorized Common Stock
Future
issuances of common stock or securities convertible into common stock could have a dilutive effect on our earnings per share,
book value per share and the voting power and ownership interest of current stockholders. The additional shares of common
stock for which authorization is sought in this proposal would be part of the existing class of common stock and, if and when
issued, would have the same rights and privileges as the shares of common stock presently outstanding. We could also use the additional
shares of common stock that will become available for issuance to oppose a hostile takeover attempt or to delay or prevent changes
in control or management of the Company. For example, it may be possible for the Board of Directors to delay or impede a takeover
or transfer of control of the Company by causing such additional authorized shares to be issued to holders who might side with
the Board of Directors in opposing a takeover bid that the Board of Directors determines is not in the best interests of the Company
or its stockholders. The proposed increase in authorized shares of common stock therefore may have the effect of discouraging
unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the proposed
increase in authorized shares of common stock may limit the opportunity for the Company’s stockholders to dispose of their
shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The
proposed increase in authorized shares of common stock may have the effect of permitting the Company’s current management,
including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders
may wish to make if they are dissatisfied with the conduct of the Company’s business. The Board is not aware of any
attempt, or contemplated attempt, to acquire control of the Company, nor is this proposal being presented with the intent that
it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board from taking any such actions
that it deems to be consistent with its fiduciary duties.
Vote
Required and Board Recommendation
Approval
of an amendment to our Articles of Incorporation to increase our authorized shares of common stock from 150,000,000 to 400,000,000
requires the affirmative vote of the majority of the voting power of the shares issued and outstanding as of the Record Date,
and abstentions will have the effect of a vote against this proposal.
The
Board unanimously recommends a vote “FOR” the approval of an amendment to our Articles of Incorporation to increase
our authorized shares of common stock from 150,000,000 to 400,000,000
PROPOSAL
NO. 2: APPROVAL THE ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES
Adjournment
of the Special Meeting
In
the event that the number of shares of Common Stock present in person via attendance at the virtual Special Meeting or represented
by proxy at the Special Meeting and voting “FOR” the adoption of any of the proposals specified in the Notice of Special
Meeting is insufficient to adopt every or any proposal, we may move to adjourn the Special Meeting in order to enable the Board
to solicit additional proxies in favor of the adoption of such proposal specified in the Notice of Special Meeting. In that event,
we will ask stockholders to vote upon the adjournment proposal and on the other proposals discussed in this proxy statement. If
the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
Vote
Required and Board Recommendation
If
a quorum is present, approval of the proposal to adjourn the Special Meeting to a later date requires the affirmative vote of
the holders of a majority of the votes cast in person via attendance at the virtual Special Meeting or by proxy.
The
Board recommends that stockholders vote “FOR” the proposal to adjourn the Special Meeting to solicit additional proxies,
if there are insufficient proxies at the Special Meeting to approve each or any of the proposals specified in the Notice of Special
Meeting
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of our common stock as of the July 20, 2020:
|
●
|
by each person who
is known by us to beneficially own more than 5% of our common stock;
|
|
●
|
by each of our officers
and directors; and
|
|
●
|
by all of our officers
and directors as a group.
|
Unless
otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power
and that person’s address is c/o Tonix Pharmaceuticals Holding Corp., 509 Madison Avenue, Suite 1608, New York New York
10022.
NAME OF OWNER
|
|
TITLE OF
CLASS
|
|
|
NUMBER OF
SHARES OWNED (1)
|
|
|
PERCENTAGE OF
COMMON STOCK (2)
|
|
Seth Lederman
|
|
Common Stock
|
|
|
41,716
|
(3)
|
|
|
*
|
|
Jessica Morris
|
|
Common Stock
|
|
|
3,945
|
(4)
|
|
|
*
|
|
Bradley Saenger
|
|
Common Stock
|
|
|
5,278
|
(5)
|
|
|
*
|
|
Gregory Sullivan
|
|
Common Stock
|
|
|
7,248
|
(6)
|
|
|
*
|
|
Richard Bagger
|
|
Common Stock
|
|
|
0
|
|
|
|
*
|
|
Margaret Smith Bell
|
|
Common Stock
|
|
|
3,400
|
(7)
|
|
|
*
|
|
Daniel Goodman
|
|
Common Stock
|
|
|
3,006
|
(8)
|
|
|
*
|
|
David Grange
|
|
Common Stock
|
|
|
3,270
|
(9)
|
|
|
*
|
|
Adeoye Olukotun
|
|
Common Stock
|
|
|
3,150
|
(10)
|
|
|
*
|
|
James Treco
|
|
Common Stock
|
|
|
4,000
|
(11)
|
|
|
*
|
|
Officers and Directors as a Group (11 persons)
|
|
Common Stock
|
|
|
75,013
|
(12)
|
|
|
*
|
|
* Denotes
less than 1%
(1)
Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with
respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable
or convertible within 60 days of July 20, 2020 are deemed outstanding for computing the percentage of the person holding such
option or warrant but are not deemed outstanding for computing the percentage of any other person.
(2)
Percentage based upon 125,743,906 shares of common stock issued and outstanding as of July 20, 2020.
(3)
Includes 17,420 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days,
5 shares of common stock underlying warrants, 205 shares of common stock owned by Lederman & Co, 33 shares of common stock
owned by L&L, 59 shares of common stock owned by Targent, 30 shares of common stock owned by Leder Laboratories, Inc. (Leder
Labs), 30 shares of common stock owned by Starling, 23,267 shares owned through a 401(k) account, 459 shares owned through an
IRA account and 31 shares owned by Dr. Lederman’s spouse. Seth Lederman, as the Managing Member of Lederman & Co and
Targent, the Manager of L&L and the Chairman of Leder Labs and Starling, has investment and voting control over the shares
held by these entities.
(4)
Includes 3,925 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days,
and 3 shares of common stock underlying warrants.
(5)
Includes 3,881 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.
(6)
Includes 5,843 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.
(7)
Includes 3,400 shares of common stock underlying options and restricted stock units which are currently exercisable or vested
or become exercisable within 60 days.
(8)
Includes 3,005 shares of common stock underlying options and restricted stock units which are currently exercisable or vested
or become exercisable within 60 days.
(9)
Includes 3,270 shares of common stock underlying options and restricted stock units which are currently exercisable or vested
or become exercisable within 60 days.
(10)
Includes 3,150 shares of common stock underlying options and restricted stock units which are currently exercisable or vested
or become exercisable within 60 days.
(11)
Includes 4,000 shares of common stock underlying options and restricted stock units which are currently exercisable or vested
or become exercisable within 60 days.
(12)
Includes 47,894 shares of common stock underlying options which are currently exercisable or vested or become exercisable within
60 days, 205 shares of common stock owned by Lederman & Co, 33 shares of common stock owned by L&L, 59 shares of common
stock owned by Targent, 30 shares of common stock owned by Leder Labs, 30 shares of common stock owned by Starling, 23,267 shares
owned through a 401(k) account of Dr. Lederman, 459 shares owned through an IRA account of Dr. Lederman, 31 shares owned by Dr.
Lederman’s spouse, and 21 shares of common stock underlying warrants owned directly by the executive officers and directors.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
We
have adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification,
review, consideration and oversight of “related-party transactions.” For purposes of our policy only, a “related-party
transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)
in which we and any “related party” are participants involving an amount that exceeds $120,000.
Transactions
involving compensation for services provided to us as an employee, consultant or director are not considered related-person transactions
under this policy. A related party is any executive officer, director or a holder of more than five percent of our common stock,
including any of their immediate family members and any entity owned or controlled by such persons.
Under
the policy, where a transaction has been identified as a related-party transaction, our Chief Compliance Officer must present
information regarding the proposed related-party transaction to our Nominating and Corporate Governance Committee for review.
The presentation must include a description of, among other things, the material facts, the direct and indirect interests of the
related parties, the benefits of the transaction to us and whether any alternative transactions are available. To identify related-party
transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders.
In considering related-party transactions, our Nominating and Corporate Governance Committee will take into account the relevant
available facts and circumstances including, but not limited to:
|
●
|
whether the transaction
was undertaken in the ordinary course of our business;
|
|
●
|
whether the related party transaction was initiated
by us or the related party;
|
|
●
|
whether the transaction
with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could have
been reached with an unrelated third party;
|
|
●
|
the purpose of,
and the potential benefits to us from the related party transaction;
|
|
●
|
the approximate
dollar value of the amount involved in the related party transaction, particularly as it relates to the related party;
|
|
●
|
the related party’s
interest in the related party transaction, and
|
|
●
|
any other information
regarding the related party transaction or the related party that would be material to investors in light of the circumstances
of the particular transaction.
|
The
Nominating and Corporate Governance Committee shall then make a recommendation to the Board, who will determine whether or not
to approve of the related party transaction, and if so, upon what terms and conditions. In the event a director has an interest
in the proposed transaction, the director must recuse himself or herself from the deliberations and approval.
During
the last two fiscal years, there have been no related party transactions.
PROPOSALS
OF SHAREHOLDERS FOR THE 2021 ANNUAL MEETING
If
you want to submit a proposal for inclusion in our proxy statement for the 2021 Annual Meeting of shareholders, you may do so
by following the procedures in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To
be eligible for inclusion, shareholder proposals (other than nominees for directors) must be received at the Company’s principal
executive office, at the following address: 509 Madison Avenue, Suite 1608, New York, New York 10022, Attention: Secretary, no
earlier than January 4, 2021 and no later than February 3, 2021.
Under
Rule 14a-4 promulgated under the Exchange Act, if a proponent of a proposal that is not intended to be included in the proxy statement
fails to notify us of such proposal at least 45 days prior to the anniversary of the mailing date of the preceding year’s
proxy statement, then we will be allowed to use our discretionary voting authority under proxies solicited by us when the proposal
is raised at such Annual Meeting of shareholders, without any discussion of the matter in the proxy statement.
In
addition, our Third Amended and Restated Bylaws contain an advance notice provision that requires that all business proposed by
a shareholder that will be conducted or considered at a meeting must meet notice requirements. For business to be properly submitted
by a shareholder for a vote at an Annual Meeting, the shareholder must (i) be a shareholder of record as of the record date
for the meeting, (ii) be entitled to vote at the meeting, and (iii) have given timely notice in writing of the proposal
to be submitted by the shareholder for a vote. The shareholder’s notice must be delivered to the Secretary at the Company’s
principal executive office. To be timely, a shareholder’s notice must be received by the Secretary at least 90 calendar
days before the date corresponding to the date for the annual meeting in the preceding year, and no more than 120 calendar days
before that date; provided, however, if the date of the annual meeting is changed by more than 25 calendar days from the date
corresponding to the date of the preceding year’s Annual Meeting, or if we did not hold an annual meeting in the preceding
year, then the shareholder’s notice will be considered timely if it is received by the Secretary not later than the close
of business on the tenth calendar day following the day on which such notice of the date of the Annual Meeting was mailed or the
date on which public disclosure of the date of the Annual Meeting was made, whichever first occurs.
A
shareholder’s notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the annual
meeting: (i) a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Company’s books,
of the shareholder proposing such business and of the beneficial owner, if any, on whose behalf the proposal is made, (iii) such
information regarding each director nominee or each matter of business to be proposed by such shareholder as would be required
to be included in a proxy statement filed pursuant to the proxy rules of the U. S. Securities and Exchange Commission, or the
SEC, had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed by the
Board; (iv) if applicable, the consent of each nominee to be named in the proxy statement and to serve as director of the Company
if so elected; (v) the class and number of shares of the Company that are owned beneficially and of record by the shareholder
proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made, and (vi) any material
interest of such shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made in
such business.
OTHER
BUSINESS
The
Board knows of no business to be brought before the Special Meeting other than as set forth above. If other matters properly come
before the shareholders at the meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby
on such matters in accordance with their judgment.
By Order
of the Board of Directors,
/s/
SETH LEDERMAN
|
|
Seth Lederman
|
|
Chief Executive Officer and Chairman of the
Board of Directors
|
|
|
|
New York, New York
|
|
July 21, 2020
|
|
Appendix
A
TONIX
PHARMACEUTICALS HOLDING CORP.
CERTIFICATE
OF AMENDMENT
ANNEX
A
Article
IV has been amended and restated to increase the authorized shares of common stock to 400,000,000. The complete text of Article
IV is as follows:
IV.
AUTHORIZATION OF CAPITAL STOCK: The Corporation is authorized to issue two classes of stock. One class of stock shall be Common
Stock, par value $0.001. The second class of stock shall be Preferred Stock, par value $0.001. The Preferred Stock, or any series
thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock
adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of
the board of directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights
and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution
or resolutions providing for the issuance of such stock by the board of directors.
The
total number of shares of stock of each class which the Corporation shall have authority to issue and the par value of each share
of each class of stock are as follows:
Class
|
|
Par
Value
|
|
Authorized
Shares
|
Common
|
|
$
|
0.001
|
|
|
|
400,000,000
|
|
Preferred
|
|
$
|
0.001
|
|
|
|
5,000,000
|
|
|
|
|
|
|
Total:
|
|
405,000,000
|
|
PROXY
TONIX
PHARMACEUTICALS HOLDING CORP.
PROXY
FOR SPECIAL MEETING TO BE HELD ON AUGUST 28, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned, revoking all prior proxies, hereby appoints SETH LEDERMAN and BRADLEY SAENGER (the “Proxies”) and each
of them, with full power of substitution in each, as proxies for the undersigned, to represent the undersigned and to vote all
the shares of Common Stock of the Company which the undersigned would be entitled to vote, as fully as the undersigned could vote
and act if personally present, at the Special Meeting of Stockholders (the “Meeting”) to be held on August 28, 2020,
at 11:00 a.m., Eastern Daylight Time via Internet or at any adjournments or postponements thereof.
Should
the undersigned be present and elect to vote at the Meeting or at any adjournments or postponements thereof, and after notification
to the Secretary of the Company at the Meeting of the stockholder’s decision to terminate this proxy, then the power of
such attorneys or Proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by filing
a written notice of revocation with the Secretary of the Company or by duly executing a proxy bearing a later date.
In their discretion, the Proxies are authorized to vote upon any other matter that may properly come before the meeting or any
adjournments thereof.
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS LISTED ON THE REVERSE SIDE.
CONTINUED
AND TO BE MARKED, DATED AND SIGNED ON THE OTHER SIDE
▲
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ▲
Important
Notice Regarding the Availability of Proxy Materials for the
Special
Meeting of Stockholders to be held August 28, 2020.
This
Proxy Statement is available at:
http://viewproxy.com/tonixpharma/2020VM
Please mark
your votes like this ☒
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” IN PROPOSALS 1 AND 2.
In order to attend
the Special Meeting you must pre-register at www.viewproxy.com/tonixpharma/2020VM
|
1.
|
To
approve an amendment to the Company’s Articles of Incorporation, as amended, to
increase the Company’s authorized shares of common stock from 150,000,000 to 400,000,000;
and
|
☐
FOR ☐ AGAINST ☐ ABSTAIN
|
2.
|
To
act on such other matters as may properly come before the meeting or any adjournment
there.
|
☐
FOR ☐ AGAINST ☐ ABSTAIN
I
plan to attend the meeting ☐
Signature
|
|
|
Signature
(if held jointly)
|
NOTE:
This proxy should be marked, dated and signed by each stockholder exactly as such stockholder’s
name appears hereon, and returned promptly in the enclosed envelope. When shares are held jointly, each holder should sign. When
signing as an executor, administrator, attorney, trustee or guardian please give full title as such. If the signatory is a corporation,
please sign full corporate name by duly authorized officer, giving full title as such. If the signatory is a partnership, please
sign in the partnership name by authorized person.
|
CONTROL
NUMBER
|
|
|
|
|
Address
Change/Comments: (If you noted any Address Changes and/or Comments
above, please mark box.) ☐
▲PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.▲
|
CONTROL
NUMBER
|
|
|
|
|
PROXY
VOTING INSTRUCTIONS
Please have your 11-digit control number ready when voting by Internet or Telephone
|
|
|
|
|
INTERNET
Vote
Your Shares on the Internet:
Go
to www.aalvote.com/TNXPSM
Have
your proxy card available
when you access the above
website. Follow the prompts to
vote your shares.
|
|
TELEPHONE
Vote
Your Shares by Phone:
Call 1 (866) 804-9616
Use any touch-tone telephone
to vote your Shares. Have your
proxy card available when
you call. Follow the voting
instructions
to vote your shares.
|
|
MAIL
Vote
Your Shares by Mail:
Mark,
sign, and date your proxy
card, then detach it, and return
it in the postage-paid envelope
provided.
|
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