Current Report Filing (8-k)
September 07 2021 - 5:02PM
Edgar (US Regulatory)
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2021-09-03
2021-09-03
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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): September 3, 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, Suite 101, 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 3.01
Regulation FD Disclosure.
On September 3, 2021, the Company
received a letter (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company
no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum
Bid Price Requirement”).
In accordance with Nasdaq Listing
Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until March 2, 2022, in which to regain compliance.
In order to regain compliance with the Minimum Bid Price Requirement, the closing bid price of the Company’s common stock must be
at least $1 per share for a minimum of ten consecutive business days during this 180-day period. In the event that the Company does not
regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days
if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the
Nasdaq Global Market, with the exception of the Minimum Bid Price Requirement, and provides written notice to Nasdaq of its intent to
cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to
the Nasdaq Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide
notice to the Company that its common stock will be subject to delisting.
The Notice does not result in
the immediate delisting of the Company’s common stock from the Nasdaq Global Market. The Company intends to monitor the closing
bid price of the Company’s common stock to allow a reasonable period for the price to rebound from its recent decline but will continue
to consider its available options to regain compliance. There can be no assurance that the Company will be able to regain compliance with
the minimum bid price requirement or maintain compliance with the other listing requirements.
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: September
7, 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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