UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 27, 2024, Tonix Pharmaceuticals Holding Corp. (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”) with Dawson James Securities Inc. (“Dawson James” or the “Placement Agent”) pursuant to which the Company engaged Dawson James as the placement agent for a registered public offering by the Company (the “Offering”), of an aggregate of 2,833,900 shares of the Company’s common stock, par value $0.001 (“Common Stock”) and pre-funded warrants (“Pre-Funded Warrants” and, together with the Common Stock, the “Securities”) to purchase up to 4,228,158 shares of Common Stock. The offering price per share of Common Stock is $0.57 and offering price per Pre-funded Warrant is $0.569.
The Pre-Funded Warrants are immediately exercisable subject to certain ownership limitations, have an exercise price of $0.001 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company agreed to pay the Placement Agent a placement agent fee in cash equal to 7.00% of the gross proceeds from the sale of the Securities in this Offering. The Company also agreed to reimburse the Placement Agent for all reasonable travel and other out-of-pocket expenses, including the reasonable fees of legal counsel, not to exceed $100,000.
The Offering resulted in gross proceeds to the Company of approximately $4.0 million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including the preparation of the new drug application relating to the Company’s Tonmya™ product candidate, and the satisfaction of any portion of the Company’s existing indebtedness.
The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
The Company also entered into a securities purchase agreement with certain investors (the “Purchase Agreement”). The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.
The Company also entered into a warrant agent agreement with the Company’s transfer agent, Vstock Transfer, setting forth certain terms and conditions with respect to Vstock Transfer’s service as warrant agent for the Pre-Funded Warrants (the “Warrant Agent Agreement”).
The Offering was made pursuant to a registration statement on Form S-3 (File No. 333-266982), which was declared effective by the Securities and Exchange Commission on August 26, 2022.
The Placement Agency Agreement, the Purchase Agreement, form of Pre-Funded Warrant and the Warrant Agent Agreement are filed as Exhibits 1.01, 10.01, 4.01 and 4.02, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agent Agreement, Pre-Funded Warrants and Warrant Agent Agreement are qualified in their entirety by reference to such exhibits.
| Item 8.01 | Other Events. |
On June 26, 2024, the Company issued a press release announcing the Offering, and on June 27, 2024, the Company issued a press release announcing the pricing of the Offering. On June 28, 2024, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.01, 99.02 and 99.03 and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibit No. |
Description. | |
| 1.01 | Placement Agency Agreement, dated June 27, 2024, between Tonix Pharmaceuticals Holding Corp. and Dawson James Securities Inc. | ||
| 4.01 | Form of Pre-Funded Warrant | ||
| 4.02 | Warrant Agent Agreement, dated June 28, 2024, between Tonix Pharmaceuticals Holding Corp. and VStock Transfer | ||
| 5.01 | Opinion of Brownstein Hyatt Farber Schreck, LLP | ||
| 5.02 | Opinion of Lowenstein Sandler LLP | ||
| 10.01 | Form of Securities Purchase Agreement | ||
| 23.01 | Consent of Brownstein Hyatt Farber Schreck, LLP (contained in Exhibit 5.01) | ||
| 23.02 | Consent of Lowenstein Sandler LLP (contained in Exhibit 5.02) | ||
| 99.01 | Press Release, dated June 26, 2024 | ||
| 99.02 | Press Release, dated June 27, 2024 | ||
| 99.03 | Press Release, dated June 28, 2024 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 28, 2024 | By: | /s/ Bradley Saenger | |
| Bradley Saenger | |||
| Chief Financial Officer | |||