Current Report Filing (8-k)
February 23 2023 - 4:23PM
Edgar (US Regulatory)
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2023-02-23
2023-02-23
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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):
February 23, 2023
TONIX PHARMACEUTICALS HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada |
001-36019 |
26-1434750 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
26 Main Street, 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 |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
TNXP |
The NASDAQ Capital Market |
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On
February 23, 2023, the Board of Directors (the “Board”) of Tonix Pharmaceuticals Holding Corp. (the “Company”),
on the recommendation of its Nominating and Corporate Governance Committee, appointed Newcomb Stillwell as director of the Company, effective
as of March 15, 2023.
Mr. Stillwell, age 66,
has held positions of varying responsibility at the law firm of Ropes & Gray LLP from 1984 to 2021, including, most recently, as co-managing
partner of the Ropes & Gray Boston office. Mr. Stillwell graduated from Harvard Law School and earned an A.B. from Princeton University.
Mr. Stillwell’s extensive advisory experience on numerous transactions in the life science and healthcare sectors was instrumental
in his selection as a member of the Board.
In connection with his
appointment to the Board, the Board will award Mr. Stillwell such number of stock options having a grant date fair value of $42,000, with
such options vesting on the date of the Company’s 2023 Annual Meeting, and exercisable at a price per share equal to the closing
price of the Company’s common stock on the grant date.
There are no arrangements
or understandings pursuant to which Mr. Stillwell was appointed as a director, and there are no related party transactions between the
Company and Mr. Stillwell reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing
Mr. Stillwell’s appointment to the Board is filed as Exhibit 99.01 to, and incorporated by reference in, this report.
On February 23, 2023, the Company
issued a press release announcing Mr. Stillwell’s appointment to the Board. A copy of the press release is attached hereto as Exhibit
99.01 and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
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.
|
TONIX PHARMACEUTICALS HOLDING CORP. |
|
|
Date: February 23, 2023 |
By: |
/s/ Bradley Saenger |
|
|
Bradley Saenger |
|
Chief Financial Officer |
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