Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 04:02PM
Edgar (US Regulatory)
Securities and Exchange
Commission
Washington, DC
20549
SCHEDULE 13G/A
Under the Securities
Exchange Act of 1934
(Amendment No.
1)*
Tonix Pharmaceuticals Holding
Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
890260862
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 890260862
|
13G/A |
Page
2 of 8 Pages |
1 |
NameS of Reporting
Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES
ONLY)
TANG CAPITAL PARTNERS,
LP
|
2 |
Check the Appropriate Box if a Member of a Group* |
(a)
¨
(b)
x |
3 |
SEC Use Only |
4 |
Citizenship or Place of
Organization
DELAWARE
|
Number of
|
5 |
Sole Voting
Power
0
|
Shares
BENEFICIALLY
Owned by
|
6 |
Shared Voting
Power
4,500,419
|
Each Reporting
Person with |
7 |
Sole Dispositive
Power
0
|
|
8 |
Shared Dispositive
Power
4,500,419
|
9 |
Aggregate Amount
Beneficially Owned by each Reporting Person
4,500,419
|
10 |
Check Box if the Aggregate
Amount in Row (9) excludes certain shares
¨
|
11 |
Percent of Class
represented by amount in row 9
7.4%
|
12 |
type of reporting
person
pN
|
CUSIP
No. 890260862 |
13G/A |
Page
3 of 8 Pages |
1 |
NameS of Reporting
Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES
ONLY)
Tang Capital Management,
LLC
|
2 |
Check the Appropriate Box if a Member of a Group* |
(a)
¨
(b)
x |
3 |
SEC Use Only |
4 |
Citizenship or Place of
Organization
DELAWARE
|
Number of
|
5 |
Sole Voting
Power
0
|
Shares
BENEFICIALLY
Owned by
|
6 |
Shared Voting
Power
4,500,419
|
Each Reporting
Person with |
7 |
Sole Dispositive
Power
0
|
|
8 |
Shared Dispositive
Power
4,500,419
|
9 |
Aggregate Amount
Beneficially Owned by each Reporting Person
4,500,419
|
10 |
Check Box if the Aggregate
Amount in Row (9) excludes certain shares
¨
|
11 |
Percent of Class
represented by amount in row 9
7.4%
|
12 |
type of reporting
person
OO
|
CUSIP No. 890260862
|
13G/A |
Page
4 of 8 Pages |
1 |
NameS of Reporting
Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES
ONLY)
Kevin Tang
|
2 |
Check the Appropriate Box if a Member of a Group* |
(a)
¨
(b)
x |
3 |
SEC Use Only |
4 |
Citizenship or Place of
Organization
UNITED STATES
|
Number of
|
5 |
Sole Voting
Power
0
|
Shares
BENEFICIALLY
Owned by
|
6 |
Shared Voting
Power
4,500,419
|
Each Reporting
Person with |
7 |
Sole Dispositive
Power
0
|
|
8 |
Shared Dispositive
Power
4,500,419
|
9 |
Aggregate Amount
Beneficially Owned by each Reporting Person
4,500,419
|
10 |
Check Box if the Aggregate
Amount in Row (9) excludes certain shares
¨
|
11 |
Percent of Class
represented by amount in row 9
7.4%
|
12 |
type of reporting
person
IN
|
|
Item 1(a). |
Name of Issuer: |
Tonix Pharmaceuticals Holding Corp., a Delaware corporation (the
“Issuer”)
|
Item 1(b). |
Address of Issuer’s Principal
Executive Offices: |
26 Main Street, Suite 101, Chatham, NJ 07928
|
Item 2(a). |
Name of Person Filing: |
This Statement on Schedule 13G (this “Statement”) is filed by Tang
Capital Partners, LP (“Tang Capital Partners”); Tang Capital
Management, LLC, the general partner of Tang Capital Partners
(“Tang Capital Management”); and Kevin Tang, the manager of Tang
Capital Management.
|
Item 2(b). |
Address of Principal Business Office
or, if none, Residence: |
4747 Executive Drive, Suite 210, San Diego, CA 92121
Tang Capital Partners is a Delaware limited partnership. Tang
Capital Management is a Delaware limited liability company. Mr.
Tang is a United States citizen.
|
Item 2(d). |
Title of Class of Securities: |
Common Stock, par value $0.001 per share (the “Common Stock”)
|
Item 2(e). |
CUSIP Number: 890260862 |
|
(a) |
Amount Beneficially Owned: |
Tang Capital Partners. Tang Capital Partners beneficially
owns 4,500,419 shares of the Issuer’s Common Stock.
Tang Capital Partners shares voting and dispositive power over such
shares with Tang Capital Management and Kevin Tang.
Tang Capital Management. Tang Capital Management
beneficially owns 4,500,419 shares of the Issuer’s Common
Stock.
Tang Capital Management shares voting and dispositive power over
such shares with Tang Capital Partners and Kevin Tang.
Kevin Tang. Kevin Tang beneficially owns 4,500,419 shares of
the Issuer’s Common Stock.
Kevin Tang shares voting and dispositive power over such shares
with Tang Capital Partners and Tang Capital Management.
The percentages used herein are based on 60,872,128 shares of
Common Stock outstanding as of January 24, 2023, as set forth in
the Issuer’s Report filed on Form 8-K that was filed with the
Securities and Exchange Commission on January 25, 2023.
Tang
Capital Partners |
7.4% |
Tang
Capital Management |
7.4% |
Kevin
Tang |
7.4% |
|
(c) |
Number of shares as to which such
person has: |
(i) sole power to vote or to
direct the vote:
Tang
Capital Partners |
0
shares |
Tang
Capital Management |
0
shares |
Kevin
Tang |
0
shares |
|
|
(ii) shared power to vote or to direct
the vote:
Tang
Capital Partners |
4,500,419 shares |
Tang
Capital Management |
4,500,419 shares |
Kevin
Tang |
4,500,419 shares |
|
|
(iii) sole power to dispose or to
direct the disposition of:
Tang
Capital Partners |
0
shares |
Tang
Capital Management |
0
shares |
Kevin
Tang |
0
shares |
|
|
(iv) shared power to dispose or to direct
the disposition of:
Tang
Capital Partners |
4,500,419 shares |
Tang
Capital Management |
4,500,419 shares |
Kevin
Tang |
4,500,419 shares |
|
Item 5. |
Ownership of Five Percent or Less
of a Class. |
If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following: ¨
|
Item 6. |
Ownership of More than Five Percent
on Behalf of Another Person. |
Not applicable
|
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company. |
Not applicable.
|
Item 8. |
Identification and Classification
of Members of the Group. |
Not applicable.
|
Item 9. |
Notice of Dissolution of
Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
TANG
CAPITAL PARTNERS, LP
By:
Tang Capital Management, LLC, its General Partner
By: |
/s/
Kevin Tang |
|
|
Kevin
Tang, Manager |
|
TANG
CAPITAL MANAGEMENT, LLC
By: |
/s/
Kevin Tang |
|
|
Kevin
Tang, Manager |
|
/s/
Kevin Tang |
|
Kevin
Tang |
|
Page
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