UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Explanatory Note
Tonix Pharmaceuticals Holding Corp, Inc. (the “Company”) previously filed a Current Report on Form 8-K (the “Original 8-K”) with the Securities and Exchange Commission (the “SEC”) on July 3, 2023. The Original 8-K disclosed the acquisition by Tonix Medicines, Inc., a wholly-owned subsidiary of the Company, of Upsher-Smith Laboratories LLC (“Seller”) assets related to Seller’s Zembrace® SymTouch® (sumatriptan injection) 3 mg and Tosymra® (sumatriptan nasal spray) 10 mg products (such businesses collectively, the “Business”) and inventory related to the Business (the “Acquisition”).
This Amendment No. 1 to the Original 8-K is being filed to provide the required financial statements under Rule 3-05 of Regulation S-X with respect to the Acquisition. Additionally, this report presents the required pro forma financial information reflecting the impact of the Acquisition on the Company.
The Company’s results with respect to the Acquisition may be materially different from those expressed in this amended current report due to various factors, including but not limited to those set forth in the Company’s filings with the SEC.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired
The audited abbreviated statements of assets acquired from Seller, which comprise all of the assets acquired by the Company pursuant to the Acquisition, as of March 31, 2023 and March 31, 2022 and the audited abbreviated statements of net product sales net of direct expenses for the years then ended, and the related notes to abbreviated financial statements are filed herewith as Exhibit 99.01 to this Amendment No. 1 and incorporated by reference into this Item 9.01(a).
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company and the assets acquired from Seller pursuant to the Acquisition are filed herewith as Exhibit 99.02 to this Amendment No. 1 and incorporated by reference into this Item 9.01(b):
| • | Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2023 |
| • | Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2023 and the year ended December 31, 2022 |
| • | Notes to Unaudited Pro Forma Condensed Combined Financial Statements |
| Exhibit No. | Description | ||||
| 23.01 | Consent of KPMG LLP | ||||
| 99.01 | Audited abbreviated financial statements with respect to the Business | ||||
| 99.02 | Unaudited pro forma condensed combined financial information with respect to the Acquisition of the Business | ||||
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: July 18, 2023 | By: | /s/ Bradley Saenger | |
| Bradley Saenger | |||
| Chief Financial Officer | |||