0001079973-24-000916.txt : 20240620 0001079973-24-000916.hdr.sgml : 20240620 20240620160102 ACCESSION NUMBER: 0001079973-24-000916 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240620 DATE AS OF CHANGE: 20240620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tonix Pharmaceuticals Holding Corp. CENTRAL INDEX KEY: 0001430306 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 261434750 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86436 FILM NUMBER: 241056107 BUSINESS ADDRESS: STREET 1: 26 MAIN STREET, SUITE 101 CITY: CHATHAM STATE: NJ ZIP: 07928 BUSINESS PHONE: 212-980-9155 MAIL ADDRESS: STREET 1: 26 MAIN STREET, SUITE 101 CITY: CHATHAM STATE: NJ ZIP: 07928 FORMER COMPANY: FORMER CONFORMED NAME: TAMANDARE EXPLORATIONS INC. DATE OF NAME CHANGE: 20080320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: L1 Capital Global Opportunities Master Fund, Ltd. CENTRAL INDEX KEY: 0001702202 ORGANIZATION NAME: IRS NUMBER: 981241877 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 161A SHEDDEN ROAD ONE ARTILLERY COURT STREET 2: P.O. BOX 10085 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1001 BUSINESS PHONE: 646-688-5654 MAIL ADDRESS: STREET 1: 161A SHEDDEN ROAD ONE ARTILLERY COURT STREET 2: P.O. BOX 10085 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1001 SC 13G 1 l1cap_13g.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Tonix Pharmaceuticals Holding Corp.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

890260847

(CUSIP Number)

June 12, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*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 and Exchange Act of 1934 (the “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. 890260847

13G

Page 2 of 5 Pages

1	NAME OF REPORTING PERSONS

	L1 Capital Global Opportunities Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands
		5	SOLE VOTING POWER

			432,187 (1)(2)
NUMBER OF		6	SHARED VOTING POWER
SHARES
BENEFICIALLY			0
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH			432,187 (1)(2)
		8	SHARED DISPOSITIVE POWER

			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	432,187 (1)(2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.99% (1)(2)
12	TYPE OF REPORTING PERSON
	FI (3)

(1)

Represents 295,500 shares of the Issuer’s Common Stock the Reporting Person purchased. Also includes 136,687 shares of Common Stock issuable upon the exercise of pre-funded warrants exercisable within 60 days, subject to a 9.99% beneficial ownership limitation. Does not include 506,773 shares of Common Stock issuable upon the exercise of pre-funded warrants, due to the 9.99% beneficial ownership limitation.

(2)

Based on 4,185,192 shares of Common Stock outstanding upon the closing of an offering as reported in the Issuer’s Prospectus dated June 12, 2024.

(3)

The Reporting Person has not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to Rule 13d-3(b).

CUSIP No. 890260847

13G

Page 3 of 5 Pages

Item 1.

(a)

Name of Issuer:

Tonix Pharmaceuticals Holding Corp.

(b)

Address of Issuer’s Principal Executive Offices:

26 Main Street, Suite 101

Chatham, New Jersey 07928

Item 2.

(a)	Name of Person Filing:

	L1 Capital Global Opportunities Master Fund, Ltd.

(b)	Address of Principal Business Office or, if none, Residence:

	161A Shedden Road, 1 Artillery Court PO Box 10085 Grand Cayman, Cayman Islands KY1-1001

(c)	Citizenship:

	Cayman Islands

(d)	Title of Class of Securities:

	Common Stock, par value $0.001 per share

(e)	CUSIP Number:

	890260847

Item 3.

Not applicable.

CUSIP No. 890260847

13G

Page 4 of 5 Pages

Item 4. Ownership.

(a)–(c)

The information required by Items 4(a)-(c) is set forth in Rows (5)-(9) and Row (11) of the cover page and is incorporated herein by reference.

The percentage set forth on Row (11) of the cover page for the reporting person is based on 4,185,192 shares of Common Stock outstanding upon the closing of an offering based on the Issuer’s Prospectus dated June 12, 2024.

David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer’s securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.

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 or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

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.

CUSIP No. 890260847

13G

Page 5 of 5 Pages

SIGNATURES

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.


	By:	L1 Capital Global Opportunities Master Fund, Ltd.

June 20, 2024	By:	/s/ David Feldman
		David Feldman, Director