Other Information
+Added: 25, 2022, we received a letter from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating
+Added: that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer
+Added: met the requirement to maintain a minimum bid price of $1 per share (the “Minimum Bid Price Requirement”).
+Added: In accordance with
+Added: Nasdaq listing rules, we have until April 24, 2023 to regain compliance with the Minimum Bid Price Requirement.
+Added: In the event we do not
+Added: regain compliance during this period, we may be eligible to seek an additional 180 calendar day compliance period if we meet the Nasdaq
+Added: continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of
+Added: the Minimum Bid Price Requirement, and provide written notice to Nasdaq of our intent to cure the deficiency during this second compliance
Form of Securities Purchase Agreement between Tonix Pharmaceuticals Holding Corp.
4 unchanged sentences
and each investor, dated June 22, 2022, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 22, 2022 and incorporated herein by reference.
−Removed: Articles of Incorporation, filed as an exhibit to the Registration
−Removed: Statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2008 and incorporated
−Removed: herein by reference.
+Added: Articles of Incorporation, filed as an exhibit to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2008 and incorporated herein by reference.
Articles of Merger between Tamandare Explorations Inc.
−Removed: and Tonix Pharmaceuticals
−Removed: Holding Corp., effective October 11, 2011, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October
−Removed: 17, 2011 and incorporated herein by reference.
−Removed: Third Amended and Restated Bylaws, filed as an exhibit to the Current
−Removed: Report on Form 8-K, filed with the Commission on June 3, 2016 and incorporated herein by reference.
−Removed: Certificate of Change of Tonix Pharmaceuticals Holding Corp., dated
−Removed: March 13, 2017 and effective March 17, 2017, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on
−Removed: March 16, 2017 and incorporated herein by reference.
−Removed: Certificate of Amendment to Articles of Incorporation, effective June
−Removed: 16, 2017, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 16, 2017 and incorporated herein
−Removed: by reference.
−Removed: Specimen Common Stock Certificate, filed as an exhibit to the Current
−Removed: Report on Form 8-K, filed with the Commission on May 24, 2018 and incorporated herein by reference.
−Removed: Certificate of Amendment to Tonix Pharmaceuticals Holding Corp.’s
−Removed: Articles of Incorporation, as amended, filed with the Secretary of State of the State of Nevada on May 3, 2019.
−Removed: Form of Certificate of Designation of Series A Convertible Redeemable Preferred Stock, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 22, 2022 and incorporated herein by reference.
−Removed: Form of Certificate of Designation of Series B Convertible Redeemable Preferred Stock, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 22, 2022 and incorporated herein by reference.
−Removed: Specimen Common Stock Certificate of the Registrant, filed as an exhibit
−Removed: to the Current Report on Form 8-K, filed with the Commission on May 24, 2018 and incorporated herein by reference.
−Removed: Description of Registrant’s Securities, filed as an exhibit to the Annual Report on Form
−Removed: 10-K, filed with the Commission on March 14, 2022 and incorporated herein by reference.
+Added: and Tonix Pharmaceuticals Holding Corp., effective October 11, 2011, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 17, 2011 and incorporated herein by reference.
+Added: Third Amended and Restated Bylaws, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 3, 2016 and incorporated herein by reference.
+Added: Certificate of Change of Tonix Pharmaceuticals Holding Corp., dated March 13, 2017 and effective March 17, 2017, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 16, 2017 and incorporated herein by reference.
+Added: Certificate of Amendment to Articles of Incorporation, effective June 16, 2017, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 16, 2017 and incorporated herein by reference.
+Added: Specimen Common Stock Certificate, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 24, 2018 and incorporated herein by reference.
+Added: Certificate of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, filed with the Secretary of State of the State of Nevada on May 3, 2019.
+Added: Form of Certificate of Designation of Series A Convertible Redeemable Preferred Stock , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 25, 2022 and incorporated herein by reference
+Added: Form of Certificate of Designation of Series B Convertible Redeemable Preferred Stock , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 25, 2022 and incorporated herein by reference
+Added: Form of Securities Purchase Agreement between Tonix Pharmaceuticals Holding Corp.
+Added: and the investors thereto, dated October 25, 2022 , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 25, 2022 and incorporated herein by reference
+Added: Form of Registration Rights Agreement between Tonix Pharmaceuticals Holding Corp.
+Added: and the investors thereto, dated October 25, 2022 , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 25, 2022 and incorporated herein by reference
+Added: Form of Side Letter between Tonix Pharmaceuticals Holding Corp.
+Added: and each investor, dated October 25, 2022 , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 25, 2022 and incorporated herein by reference.
+Added: Specimen Common Stock Certificate of the Registrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 24, 2018 and incorporated herein by reference.
+Added: Description of Registrant’s Securities, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 14, 2022 and incorporated herein by reference.
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12 unchanged sentences
TONIX PHARMACEUTICALS HOLDING CORP.
−Removed: August 8, 2022
+Added: November 7, 2022
/s/ SETH LEDERMAN
1 unchanged sentence
Chief Executive Officer (Principal Executive Officer)
−Removed: August 8, 2022
+Added: November 7, 2022
/s/ BRADLEY SAENGER
Bradley Saenger
−Removed: Chief Financial Officer (Principal Financial Officer and
−Removed: Principal Accounting Officer)
+Added: Chief Financial Officer (Principal Financial Officer
+Added: and Principal Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.