What changed in this filing

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Item 9A. Controls and Procedures

2023-03-13 compared with 2022-03-14 · 1177 added, 992 removed, 142 unchanged (94% of the section changed)

9A – CONTROLS AND PROCEDURES

evaluation of disclosure controls and procedures.

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of

our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act.

In designing and evaluating the disclosure

controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can

provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls

and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment

in evaluating the benefits of possible controls and procedures relative to their costs.

on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls

and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information

we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management,

including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required

in internal control over financial reporting.

were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2021 that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

report on internal control over financial reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting for our company.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange

Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer

and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted

accounting principles and includes those policies and procedures that:

pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations

of management and directors of the company;

provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management recognizes that any

controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives

and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible enhancements to controls

and procedures.

conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control

— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this

evaluation, our principal executive officer and principal financial officer conclude that, at December 31, 2021, our internal

control over financial reporting was effective.

annual report does not include an attestation report by EisnerAmper LLP, our independent registered public accounting firm regarding

CONTROLS AND PROCEDURES

Management’s evaluation of disclosure

controls and procedures.

Our management, with the participation

of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant

to Rule 13a-15 under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognizes that

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints

and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their

Based on management’s

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are designed

at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports

that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC

rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and

chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial

There were no changes in our

internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

Management’s report on internal control

over financial reporting.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting for our company.

Internal control over financial reporting

As a smaller reporting company, our management’s report was not subject to attestation

by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide

only management’s report in this annual report.

9B – OTHER INFORMATION

9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors elects our executive officers annually.

A majority vote of the directors who are in office is required to fill

Each director shall be elected for the term of one year and until his successor is elected and qualified or until his

earlier resignation or removal.

Our directors and executive officers are as follows:

is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision

of, a company’s principal executive and principal financial officer and effected by the our board of directors, management and other

personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures

of the company are being made in accordance with authorizations of management and directors of the company;

provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Management recognizes that any controls and procedures, no matter how well designed and

operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating

the cost-benefit relationship of possible enhancements to controls and procedures.

We conducted an evaluation

of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our principal executive

officer and principal financial officer conclude that, at December 31, 2022, our internal control over financial reporting was effective.

This annual report does not

include an attestation report by EisnerAmper LLP, our independent registered public accounting firm regarding internal control over financial

As a smaller reporting company, our management’s report was not subject to attestation by our registered public accounting

firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable

ITEM 10 – DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE

The Board of Directors elects

our executive officers annually.

A majority vote of the directors who are in office is required to fill vacancies.

Each director shall

be elected for the term of one year and until his successor is elected and qualified or until his earlier resignation or removal.

directors and executive officers are as follows:

CURRENT POSITION

Seth Lederman

President, CEO and Chairman of the Board of

President, CEO and Chairman of the Board of Directors

Richard Bagger

Margaret Smith Bell

Daniel Goodman

Adeoye Olukotun

7 unchanged sentences

Chief Medical Officer and Secretary

following information with respect to the principal occupation or employment of each nominee for director, the principal business

of the corporation or other organization in which such occupation or employment is carried on, and such nominee’s business

experience during the past five years, as well as the specific experiences, qualifications, attributes and skills that have led

the Board to determine that such Board members should serve on our Board, has been furnished to the Company by the respective

director nominees:

Lederman, MD became our President, Chief Executive Officer, Chairman of the Board and a Director in October 2011.

Lederman founded Tonix Pharmaceuticals, Inc., a wholly-owned subsidiary of us (“Tonix Sub”) in 2007 and has acted

as its Chairman of the Board of Directors since its inception and as President since 2010.

Lederman is an inventor on key

patents and patent applications underlying our programs including:

The following information

with respect to the principal occupation or employment of each nominee for director, the principal business of the corporation or other

organization in which such occupation or employment is carried on, and such nominee’s business experience during the past five years,

as well as the specific experiences, qualifications, attributes and skills that have led the Board to determine that such Board members

should serve on our Board, has been furnished to the Company by the respective director nominees:

Seth Lederman, MD became our President, Chief Executive Officer, Chairman of the Board and

a Director in October 2011.

Lederman founded Tonix Pharmaceuticals, Inc., a wholly-owned subsidiary of us (“Tonix Sub”)

in 2007 and has acted as its Chairman of the Board of Directors since its inception and as President since 2010.

Lederman is an inventor

on key patents and patent applications underlying our programs including:

TNX-102 SL’s eutectic composition;

pharmacokinetic profile and related therapeutic properties, and the use of TNX-102 SL for posttraumatic stress disorder (PTSD).

Lederman served as an Associate Professor at Columbia University, between 1996 and 2017.

As an Assistant Professor at Columbia,

Lederman discovered and characterized the CD40-ligand, or CD154 and invented therapeutic candidates to treat autoimmune diseases

and transplant rejection.

and TNX-102 SL’s

pharmacokinetic profile and related therapeutic properties.

Lederman served as an Associate Professor at Columbia University, between

1996 and 2017.

As an Assistant Professor at Columbia, Dr.

Lederman discovered and characterized the CD40-ligand, or CD154 and invented

therapeutic candidates to treat autoimmune diseases and transplant rejection.

TNX-1500 is a mAb directed against CD154 invented by Dr.

been a Manager of L&L Technologies LLC, or L&L, since 1996.

Lederman has been a Manager of L&L Technologies LLC, or L&L, since 1996.

In addition, Dr.

Lederman has been the Managing Member of

Seth Lederman Co, LLC since 2007 and the Managing Member of Lederman & Co, LLC, or Lederman & Co, since 2002, both of

which are biopharmaceutical consulting and investing companies.

Lederman has been the

Managing Member of Seth Lederman Co, LLC since 2007 and the Managing Member of Lederman & Co, LLC, or Lederman & Co, since 2002,

both of which are biopharmaceutical consulting and investing companies.

Lederman has also been the Managing Member of Targent Pharmaceuticals,

LLC, or Targent, since 2000, and Managing Member of Plumbline LLC since 2002.

Targent was a founder of Targent Pharmaceuticals

on which Board of Directors Dr.

Lederman served from inception in 2001 until the sale of its assets to Spectrum Pharmaceuticals

Targent was a founder of Targent Pharmaceuticals Inc.

which Board of Directors Dr.

Lederman served from inception in 2001 until the sale of its assets to Spectrum Pharmaceuticals Inc.

Between January 2007 and November 2008, Dr.

Lederman was a Managing Partner of Konanda Pharma Partners, LLC, a Director

of Konanda Pharma Fund I, LP, and a Managing Partner of Konanda General Partner, LLC, which were related private growth equity

fund entities.

As well, between 2007 and 2008, Dr.

Lederman was a Managing Partner of Konanda Pharma Partners, LLC, a Director of Konanda Pharma

Fund I, LP, and a Managing Partner of Konanda General Partner, LLC, which were related private growth equity fund entities.

As well, between

2007 and 2008, Dr.

Lederman was Chairman of Validus Pharmaceuticals, Inc.

and Fontus Pharmaceuticals,

Inc., which were portfolio companies of the Konanda private growth equity funds.

and Fontus Pharmaceuticals, Inc., which were portfolio companies

of the Konanda private growth equity funds.

Since 2011, Dr.

Lederman has served as CEO and

Chairman of Leder Laboratories Inc., or Leder Labs, and Starling Pharmaceuticals Inc., or Starling, which are biopharmaceutical

development companies.

Lederman was the chairman of Leder Laboratories, Ltd., a wholly-owned subsidiary of Leder Laboratories

Inc., between 2013 and 2018, when the entity was dissolved.

Lederman served as a member of the US – Japan Business

Lederman has served as CEO and Chairman of Leder Laboratories Inc., or Leder

Labs, and Starling Pharmaceuticals Inc., or Starling, which are biopharmaceutical development companies.

Lederman was the chairman

of Leder Laboratories, Ltd., a wholly-owned subsidiary of Leder Laboratories Inc., between 2013 and 2018, when the entity was dissolved.

Lederman served as a member of the US – Japan Business Council.

Between 2006 and 2011, Dr.

Lederman was a director of Research Corporation, a New York-based non-profit organization.

Lederman received his BA degree in Chemistry from Princeton University in 1979 and his MD from Columbia University in 1983.

Lederman’s significant experience with our patent portfolio and his experience as an entrepreneur, seed capital investor,

fund manager, and director of start-up biopharmaceutical companies were instrumental in his selection as a member of the Board.

Bagger became a Director in June 2020.

Bagger has been a Partner and Executive Director of Christie 55 Solutions,

LLC, a New Jersey based consulting firm, since January 2020.

Bagger has also been an Adjunct Faculty member at the Rutgers

University Eagleton Institute since 2018.

Lederman was a director

of Research Corporation, a New York-based non-profit organization.

Lederman received his BA degree in Chemistry from Princeton University

in 1979 and his MD from Columbia University in 1983.

Lederman’s significant experience with our patent portfolio and his experience

as an entrepreneur, seed capital investor, fund manager, and director of start-up biopharmaceutical companies were instrumental in his

selection as a member of the Board.

Richard Bagger became

a Director in June 2020.

Bagger has been a Partner and Executive Director of Christie 55 Solutions, LLC, a New Jersey based consulting

firm, since January 2020.

Bagger has also been an Adjunct Faculty member at the Rutgers University Eagleton Institute since 2018.

From 2012 through 2019, Mr.

Bagger was Executive Vice President of Corporate Affairs

and Market Access for Celgene Corporation (NASDAQ:

CELG), a global biopharmaceutical company, as well as a member of its Executive

Bagger was Executive Vice President of Corporate Affairs and Market Access for Celgene Corporation (NASDAQ:

CELG), a global biopharmaceutical company, as well as a member of its Executive Committee.

From 1993 to 2010, Mr.

Bagger held roles of increasing responsibility with Pfizer Inc.

PFE), a global pharmaceutical

company, and served as Senior Vice President, Worldwide Public Affairs and Policy, from 2006 to 2009.

Prior to joining Pfizer,

Bagger was Assistant General Counsel of Blue Cross and Blue Shield of New Jersey, a health insurer, and practiced law with

the law firm of McCarter & English.

Bagger served as Board Chair of the National Pharmaceutical Council for 2019 and is

a member of the Board of Directors of the U.S.

Bagger held roles of

increasing responsibility with Pfizer Inc.

PFE), a global pharmaceutical company, and served as Senior Vice President, Worldwide

Public Affairs and Policy, from 2006 to 2009.

Prior to joining Pfizer, Mr.

Bagger was Assistant General Counsel of Blue Cross and Blue

Shield of New Jersey, a health insurer, and practiced law with the law firm of McCarter & English.

Bagger served as Board Chair

of the National Pharmaceutical Council for 2019 and is a member of the Board of Directors of the U.S.

Chamber of Commerce.

He is also on the advisory board for the Lerner Center for

the Study of Pharmaceutical Management Issues at Rutgers University Business School.

on the advisory board for the Lerner Center for the Study of Pharmaceutical Management Issues at Rutgers University Business School.

Bagger received an A.B.

degree from Princeton

University’s Woodrow Wilson School of Public and International Affairs and a J.D.

degree from Rutgers University Law School.

Bagger’s extensive healthcare and public policy experience were instrumental in his selection as a member of the Board.

Smith Bell became a Director in September 2017.

degree from Princeton University’s School of Public and International Affairs and a J.D.

Rutgers University Law School.

Bagger’s extensive healthcare and public policy experience were instrumental in his selection

as a member of the Board.

Margaret Smith Bell

became a Director in September 2017.

Bell has been retired for the last ten years.

Previously, Ms.

was a Vice President at Standard Life Investments where she was a portfolio manager and health care equity analyst.

also a Managing Director at Putnam Investments, and served as a senior health care analyst and a portfolio manager of the Putnam

Health Sciences Trust.

Bell was an analyst and vice president at State Street Research and a research analyst at Alex.

Bell is a past member of the Board of Overseers at Beth Israel Deaconess Medical Center.

Bell was a Vice President at Standard

Life Investments where she was a portfolio manager and health care equity analyst.

Bell was also a Managing Director at Putnam Investments,

and served as a senior health care analyst and a portfolio manager of the Putnam Health Sciences Trust.

Bell was an analyst and vice

president at State Street Research and a research analyst at Alex.

Brown & Sons, Inc.

Bell is a past member of the Board of Overseers

at Beth Israel Deaconess Medical Center.

Bell holds a B.A.

from Wesleyan University and an M.B.A.

from the Wharton School at the University of Pennsylvania.

Bell’s extensive

healthcare and investment banking experience were instrumental in her selection as a member of the Board.

Goodman, MD became a Director in May 2019.

Goodman founded Riverside Pharmaceuticals, a drug discovery company,

in 2012 and has been its Chief Executive Officer since inception.

Goodman co-founded PsychoGenics Inc., a preclinical neuropharmacology

company, in 1998, was its Chief Executive Officer from 1998 to 2000, and has served on its Board of Directors since 2000.

Goodman is also a practicing physician and has been President and cofounder of The Midtown Practice for Psychiatry PC since 2017

and President and founder of Daniel Goodman MD PC since 2003.

Goodman graduated from Harvard Medical School and has an M.B.A.

from Columbia Business School.

Goodman’s experience in drug discovery and development was instrumental in his selection

as a member of our Board.

General David Grange (U.S.

from the Wharton School at the

University of Pennsylvania.

Bell’s extensive healthcare and investment banking experience were instrumental in her selection

as a member of the Board.

Major General David Grange

Army retired) became a director in February 2018.

BG Grange has been President and founder

of Osprey Global Solutions, LLC (“OGS”), a Service Disabled Veterans Organization, since 2011.

BG Grange was Chief

Executive Officer of Pharm-Olam International, Ltd.

(“Pharm-Olam”), a contract research organization, from April 2017

to October 2019.

Prior to founding OGS, BG Grange was a member of the Board of Pharmaceutical Product Development, Inc.

PPDI), a contract research organization, from 2003 to 2009, and Chief Executive Officer from 2009 to 2011.

MG Grange has been President and founder of Osprey Global Solutions,

LLC (“OGS”), a Service Disabled Veterans Organization, since 2011.

MG Grange was Chief Executive Officer of Pharm-Olam International,

(“Pharm-Olam”), a contract research organization, from April 2017 to October 2019.

Prior to founding OGS, MG Grange

was a member of the Board of Pharmaceutical Product Development, Inc.

PPDI), a contract research organization, from 2003 to

2009, and Chief Executive Officer from 2009 to 2011.

Prior to PPDI he served

in the McCormick Tribune Foundation for 10 years most recently as Chief Executive Officer and President, where he also oversaw

the support of Veteran Programs.

BG Grange served 30 years in the U.S.

Army as a Ranger, Green Beret, Aviator, Infantryman and

a member of special operating units.

At the Pentagon, he was Director of Army Current Operations, Readiness, and Mobilization.BG

Grange commanded the Ranger Regiment and the First Infantry Division (the Big Red One).BG Grange holds a master’s degree

in Public Service from Western Kentucky University.

BG Grange’s extensive experience in the pharmaceutical industry and

service with the U.S.

in the McCormick Tribune Foundation for 10 years most recently as Chief Executive Officer and President, where he also oversaw the

support of Veteran Programs.

MG Grange served 30 years in the U.S.

Army as a Ranger, Green Beret, Aviator, Infantryman and a member

of special operating units.

At the Pentagon, he was Director of Army Current Operations, Readiness, and Mobilization.

commanded the Ranger Regiment and the First Infantry Division (the Big Red One).

MG Grange holds a master’s degree in Public

Service from Western Kentucky University.

MG Grange’s extensive experience in the pharmaceutical industry and service with the

military was instrumental in his selection as a member of our Board.

Olukotun, MD became a Director in September 2018.

Adeoye Olukotun, MD became

a Director in September 2018.

Olukotun is a board member of Arrowhead Pharmaceuticals.

Olukotun is a member of management of Genesis Unicorn Corporation, a special acquisition company recently listed on Nasdaq (GENQU).

Olukotun has been the Chief Executive Officer of CR Strategies, LLC, a medical products consulting company, since 2000, and

was the Chief Executive Officer of EpiGen Pharmaceuticals, Inc., a pharmaceutical company, from 2014 to January of 2018.

served as Vice Chairman of CardoVax, Inc., a pharmaceutical company, from 2012 to 2016, and as its Chief Executive Officer from

2006 to 2012.

He is also co-founder of VIA Pharmaceuticals, Inc., a pharmaceutical company, and served as the company’s

Chief Medical Officer from 2004 to 2008.

Olukotun’s extensive medical background and experience in the pharmaceutical

industry was instrumental in his selection as a member of our Board.

Taylor became a Director in July 2021.

Taylor was general counsel of Strike Protocols Inc., a financial technology

company, from 2019 to 2020, and held positions of varying responsibility, including partner, and most recently, of counsel, at

the law firm of Covington & Burling LLP from 1989 to 2000 and 2004 to 2015.

Dr Olukotun is a member of management of Genesis

Unicorn Corporation, a special acquisition company recently listed on Nasdaq (GENQU).

Olukotun has been the Chief Executive Officer

of CR Strategies, LLC, a medical products consulting company, since 2000, and was the Chief Executive Officer of EpiGen Pharmaceuticals,

Inc., a pharmaceutical company, from 2014 to January of 2018.

Olukotun served as Vice Chairman of CardoVax, Inc., a pharmaceutical

company, from 2012 to 2016, and as its Chief Executive Officer from 2006 to 2012.

He is also co-founder of VIA Pharmaceuticals, Inc.,

a pharmaceutical company, and served as the company’s Chief Medical Officer from 2004 to 2008.

Olukotun’s extensive medical

background and experience in the pharmaceutical industry was instrumental in his selection as a member of our Board.

Carolyn Taylor became

a Director in July 2021.

Taylor was general counsel of Strike Protocols Inc., a financial technology company, from 2019 to 2020, and

held positions of varying responsibility, including partner, and most recently, of counsel, at the law firm of Covington & Burling

LLP from 1989 to 2000 and 2004 to 2015.

From 2000 to 2003, Ms.

Taylor served as Executive

Vice President and General Counsel of Longitude, Inc., a financial services company.

Taylor graduated from Columbia Law School

and earned a B.A.

Taylor served as Executive Vice President and General Counsel of Longitude,

Inc., a financial services company.

Taylor graduated from Columbia Law School and earned a B.A.

from Brown University.

Taylor’s broad transactional experience was instrumental in her selection as

a member of the Board.

Treco became a director in February 2019 and has been our Lead Director since March 2020.

Treco has been a Managing

Partner at First Chicago Advisors, Inc., a boutique financial advisory firm where he advises executives and boards of directors

of a wide range of companies, from global, large-cap companies to emerging companies, from 2009 to 2012 and from 2014 to the present.

broad transactional experience was instrumental in her selection as a member of the Board.

James Treco became

a director in February 2019 and has been our Lead Director since March 2020.

Treco has been a Managing Partner at First Chicago Advisors,

Inc., a boutique financial advisory firm where he advises executives and boards of directors of a wide range of companies, from global,

large-cap companies to emerging companies, from 2009 to 2012 and from 2014 to the present.

From 2012 to 2013 Mr.

Treco was an investment banker with Gleacher & Company, a company that previously operated an investment

banking business, providing corporate and institutional clients with strategic and financial advisory services.

various positions of increasing responsibility at Salomon Brothers/Citigroup from 1984 to 2008, where he used his extensive experience

in the global capital markets to advise a wide range of clients.

Treco holds a B.A.

Treco was an investment

banker with Gleacher & Company, a company that previously operated an investment banking business, providing corporate and institutional

clients with strategic and financial advisory services.

Treco held various positions of increasing responsibility at Salomon Brothers/Citigroup

from 1984 to 2008, where he used his extensive experience in the global capital markets to advise a wide range of clients.

from Yale University and an M.B.A.

the Stanford University Graduate School of Business.

Treco’s extensive healthcare and investment banking experience

were instrumental in his selection as a member of the Board.

Morris is our Chief Operating Officer and has worked for the Company since April 2013, first as a consultant (April

2013 – September 2013), then as SVP of Finance (September 2013 – October 2015), followed by Chief Administrative Officer

(October 2015 – January 2016), Acting Chief Financial Officer (January 2016 – February 2016), and Executive Vice President,

Operations (February 2016 – January 2018).

from the Stanford University Graduate School of Business.

Treco’s extensive healthcare

and investment banking experience were instrumental in his selection as a member of the Board.

Jessica Morris is

our Chief Operating Officer and has worked for the Company since April 2013, first as a consultant (April 2013 – September 2013),

then as SVP of Finance (September 2013 – October 2015), followed by Chief Administrative Officer (October 2015 – January 2016),

Acting Chief Financial Officer (January 2016 – February 2016), and Executive Vice President, Operations (February 2016 – January

Prior to joining the Company, Ms.

Morris was a Vice President in investment management

at Zhong Rong Group.

Morris was a Vice President in investment management at Zhong Rong Group.

Previously, Ms.

Morris was a Senior Associate in the Sponsor Finance Group at American Capital, a Vice President

of the mezzanine debt fund at Calvert Street Capital Partners, an Associate in the commercial finance department of Silicon Valley

Bank, and a Financial Analyst in the investment banking group at Deutsche Bank.

was a Senior Associate in the Sponsor Finance Group at American Capital, a Vice President of the mezzanine debt fund at Calvert Street

Capital Partners, an Associate in the commercial finance department of Silicon Valley Bank, and a Financial Analyst in the investment

banking group at Deutsche Bank.

Morris earned a B.S.

in Commerce and a B.A.

in Music from the University of Virginia, where she was an Echols Scholar.

Saenger, CPA became our Chief Financial Officer in February 2016.

Saenger has worked for us since May 2014, as

the Director of Accounting (May 2014 – December 2015) and VP of Accounting (January 2016 – February 2016).

June 2013 and March 2014, Mr.

Saenger worked for Shire Pharmaceuticals as a consultant in the financial analyst research and development

in Music from the University of Virginia, where she was

an Echols Scholar.

Bradley Saenger, CPA became

our Chief Financial Officer in February 2016.

Saenger has worked for us since May 2014, as the Director of Accounting (May 2014 –

December 2015) and VP of Accounting (January 2016 – February 2016).

Between June 2013 and March 2014, Mr.

Saenger worked for Shire

Pharmaceuticals as a consultant in the financial analyst research and development group.

Since November 2015, Mr.

Saenger has been a director of Tonix Pharma Holdings Limited.

Between February 2013 and May 2013,

Saenger worked for Stewart Health Care System as a financial consultant.

Saenger has been a director

of Tonix Pharma Holdings Limited.

Between February 2013 and May 2013, Mr.

Saenger worked for Stewart Health Care System as a financial

Between October 2011 and December 2012, Mr.

was an Associate Director of Accounting at Vertex Pharmaceuticals, Inc.

Saenger was an Associate Director of Accounting at Vertex Pharmaceuticals, Inc.

Between January 2005 and September 2011, Mr.

Saenger worked

for Alere Inc., as a Manager of Corporate Accounting and Consolidations (2007 – 2011) and Manager of Financial Reporting

(2005 – 2006).

Saenger also worked for PricewaterhouseCoopers LLP, Shifren Hirsowitz, public accountants and auditors

in Johannesburg, South Africa, Investec Bank in Johannesburg, South Africa and Norman Sifris and Company, public accountants and

auditors in Johannesburg, South Africa.

Saenger received his Bachelor’s and Honors’ degrees in Accounting Science

from the University of South Africa.

Saenger is a Chartered Accountant in South Africa and a Certified Public Accountant in

the Commonwealth of Massachusetts.

Sullivan, MD became our Chief Medical Officer on June 3, 2014 and our Secretary in March 2017.

Prior to becoming

our Chief Medical Officer, he served on our Scientific Advisory Board since October 2010, and had also provided ad hoc consulting

Saenger worked for Alere Inc., as a Manager of Corporate Accounting and Consolidations (2007

– 2011) and Manager of Financial Reporting (2005 – 2006).

Saenger also worked for PricewaterhouseCoopers LLP, Shifren

Hirsowitz, public accountants and auditors in Johannesburg, South Africa, Investec Bank in Johannesburg, South Africa and Norman Sifris

and Company, public accountants and auditors in Johannesburg, South Africa.

Saenger received his Bachelor’s and Honors’

degrees in Accounting Science from the University of South Africa.

Saenger is a Chartered Accountant in South Africa and a Certified

Public Accountant in the Commonwealth of Massachusetts.

Gregory Sullivan, MD became

our Chief Medical Officer on June 3, 2014 and our Secretary in March 2017.

Prior to becoming our Chief Medical Officer, he served on our

Scientific Advisory Board since October 2010, and had also provided ad hoc consulting services.

Previously, Dr.

Sullivan had been a member of the faculty of Columbia University since July 1999, where he served as

an Assistant Professor of Psychiatry in the Department of Psychiatry at Columbia University Medical Center (CUMC) until June 2014.

had been a member of the faculty of Columbia University since July 1999, where he served as an Assistant Professor of Psychiatry in the

Department of Psychiatry at Columbia University Medical Center (CUMC) until June 2014.

Between June 1997 and August 2014, Dr.

Sullivan maintained a part-time psychiatry practice.

He served as a Research Scientist

at the New York State Psychiatric Institute (NYSPI) from December 2006 to June 2014.

He also served as a member of the Institutional

Review Board of the NYSPI from January 2009 to June 2014.

As Principal Investigator and Co-Investigator on several human studies

Sullivan has administered the recruitment, biological assessments, treatment, and safety of participants with PTSD

in clinical trials of the disorder.

He has published more than 50 articles and chapters on research topics ranging from stress

and anxiety disorders to abnormal serotonin receptor expression in depression, PTSD and panic disorder.

He is a recipient of grants

from the National Institute of Mental Health (NIMH), the Anxiety Disorders Association of America, NARSAD, the Dana Foundation,

and the American Foundation for Suicide Prevention.

Sullivan received a BA in Biology from the University of California, Berkeley,

and received his MD from the College of Physicians & Surgeons at Columbia University.

He completed his residency training

in psychiatry at CUMC, and then a two-year NIMH-sponsored research fellowship in anxiety and affective disorders before joining

the faculty at Columbia.

serve until the next annual meeting of shareholders or until their successors are elected and qualified.

Officers serve at the

discretion of the Board.

Board has determined that (i) Seth Lederman has a relationship which, in the opinion of the Board, would interfere with the exercise

of independent judgment in carrying out the responsibilities of a director and is not an “independent director” as

defined in the Marketplace Rules of The NASDAQ Stock Market and (ii) Richard Bagger, Margaret Smith Bell, Daniel Goodman, David

Grange, Adeoye Olukotun, Carolyn Taylor and James Treco are each an independent director as defined in the Marketplace Rules of

The NASDAQ Stock Market.

Leadership Structure

CEO also serves as the chairman of the Board.

maintained a part-time psychiatry practice.

He served as a Research Scientist at the New York State Psychiatric Institute (NYSPI) from

December 2006 to June 2014.

He also served as a member of the Institutional Review Board of the NYSPI from January 2009 to June 2014.

As Principal Investigator and Co-Investigator on several human studies of PTSD, Dr.

Sullivan has administered the recruitment, biological

assessments, treatment, and safety of participants with PTSD in clinical trials of the disorder.

He has published more than 50 articles

and chapters on research topics ranging from stress and anxiety disorders to abnormal serotonin receptor expression in depression, PTSD

and panic disorder.

He is a recipient of grants from the National Institute of Mental Health (NIMH), the Anxiety Disorders Association

of America, NARSAD, the Dana Foundation, and the American Foundation for Suicide Prevention.

Sullivan received a BA in Biology from

the University of California, Berkeley, and received his MD from the College of Physicians & Surgeons at Columbia University.

his residency training in psychiatry at CUMC, and then a two-year NIMH-sponsored research fellowship in anxiety and affective disorders

before joining the faculty at Columbia.

Directors serve until the

next annual meeting of shareholders or until their successors are elected and qualified.

Officers serve at the discretion of the Board.

Board Independence

The Board has determined that

(i) Seth Lederman has a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in

carrying out the responsibilities of a director and is not an “independent director” as defined in the Marketplace Rules of

The NASDAQ Stock Market and (ii) Richard Bagger, Margaret Smith Bell, David Grange, Adeoye Olukotun, Carolyn Taylor and James Treco are

each an independent director as defined in the Marketplace Rules of The NASDAQ Stock Market.

Board Leadership Structure

Our CEO also serves as the

chairman of the Board.

An independent director serves as the Board’s lead director.

This structure

allows one person to speak for and lead both the Company and the Board, while also providing for effective independent

board oversight through an independent lead director.

Lederman, our CEO, serve as Chairman creates clear and unambiguous

authority, which is essential to effective management.

Our Board and management can respond more effectively to a clearer line

of authority.

By designating our CEO as its Chairman, our Board also sends as an important signal to our employees and shareholders

about who is accountable.

This structure allows one person to speak

for and lead both the Company and the Board, while also providing for effective independent board oversight through an independent

lead director.

Lederman, our CEO, serve as Chairman creates clear and unambiguous authority, which is essential to effective

Our Board and management can respond more effectively to a clearer line of authority.

By designating our CEO as its Chairman,

our Board also sends as an important signal to our employees and shareholders about who is accountable.

Further, since Dr.

Lederman is the founder of our Company and is an inventor on key patents and patent

applications underlying our programs, we believe that Dr.

Lederman is best-positioned to set our Board’s agenda and provide

have established the position of lead director, which is filled by Mr.

The lead director has the following responsibilities,

as detailed in the Lead Director charter, adopted by the Board (and also performs any other functions the Board may request):

Board leadership —

provides leadership to the Board in any situation where the chairman’s role may be, or may be perceived to

be, in conflict, and also chairs meetings when the chairman is absent;

Leadership of

independent director meetings — leads independent director meetings, which take place without any management

directors or Tonix employees present;

Additional meetings —

calls additional independent director meetings as needed;

Chairman-independent

director liaison — regularly meets with the chairman and serves as liaison between the chairman and

the independent directors;

Stockholder communications —

makes himself available for direct communication with our stockholders;

Board agenda,

schedule & information — works with the chairman regarding meeting agendas, meeting schedules and information

sent to directors for Board meetings, including the quality, quantity, appropriateness and timeliness of such information;

consultants — recommends to the Board the retention of outside advisors and consultants who report directly

to the Board on Board-wide issues.

Role in Risk Oversight

is an integral part of the Board and Board committee deliberations throughout the year.

While the Board has the ultimate oversight

responsibility for the risk management process, various committees of the Board also have responsibility for risk management.

In particular, the Audit Committee focuses on financial risk, including internal controls, and receives financial risk assessment

reports from management.

Risks related to the compensation programs are reviewed by the Compensation Committee.

The Board is advised

by these committees of significant risks and management’s response through periodic updates.

Communications with the Board

Company’s stockholders may communicate with the Board, including non-executive directors or officers, by sending written

communications addressed to such person or persons in care of Tonix Pharmaceuticals Holding Corp., Attention:

Secretary, 26 Main

Street, Suite 101, Chatham, New Jersey 07928.

the founder of our Company and is an inventor on key patents and patent applications underlying our programs, we believe that Dr.

is best-positioned to set our Board’s agenda and provide leadership.

We have established the position

of lead director, which is filled by Mr.

The lead director has the following responsibilities, as detailed in the Lead Director

charter, adopted by the Board (and also performs any other functions the Board may request):

Board leadership — provides leadership to the Board in any

situation where the chairman’s role may be, or may be perceived to be, in conflict, and also chairs meetings when the chairman

Leadership of independent director meetings — leads independent

director meetings, which take place without any management directors or Tonix employees present;

Additional meetings — calls additional independent director

meetings as needed;

Chairman-independent director liaison — regularly meets with

the chairman and serves as liaison between the chairman and the independent directors;

Stockholder communications — makes himself available for direct

communication with our stockholders;

Board agenda, schedule & information — works with the

chairman regarding meeting agendas, meeting schedules and information sent to directors for Board meetings, including the quality,

quantity, appropriateness and timeliness of such information;

Advisors and consultants — recommends to the Board the retention

of outside advisors and consultants who report directly to the Board on Board-wide issues.

Board Role in Risk Oversight

Risk is an integral part of

the Board and Board committee deliberations throughout the year.

While the Board has the ultimate oversight responsibility for the risk

management process, various committees of the Board also have responsibility for risk management.

In particular, the Audit Committee focuses

on financial risk, including internal controls, and receives financial risk assessment reports from management.

Risks related to the compensation

programs are reviewed by the Compensation Committee.

The Board is advised by these committees of significant risks and management’s

response through periodic updates.

Stockholder Communications with the Board

The Company’s stockholders

may communicate with the Board, including non-executive directors or officers, by sending written communications addressed to such person

or persons in care of Tonix Pharmaceuticals Holding Corp., Attention:

Secretary, 26 Main Street, Suite 101, Chatham, New Jersey 07928.

All communications will be compiled by the Secretary and submitted to the addressee.

If the Board modifies this process, the revised process will be posted on the Company’s website.

and Committees of the Board

the fiscal year ended December 31, 2021, the Board held 11 meetings, the Audit Committee held eight meetings, the Compensation

Committee held nine meetings and the Nominating and Corporate Governance Committee held six meetings.

The Board and Board committees

also approved certain actions by unanimous written consent.

Board has standing Audit, Compensation, and Nominating and Corporate Governance Committees.

Information concerning the membership

and function of each committee is as follows:

If the Board modifies this process, the revised process

will be posted on the Company’s website.

Meetings and Committees of the Board

During the fiscal year ended

December 31, 2022, the Board held 10 meetings, the Audit Committee held eight meetings, the Compensation Committee held seven meetings

and the Nominating and Corporate Governance Committee held four meetings.

The Board and Board committees also approved certain actions

by unanimous written consent.

Board Committees

The Board has standing Audit,

Compensation, and Nominating and Corporate Governance Committees.

Information concerning the membership and function of each committee

is as follows:

Board Committee Membership

Audit Committee

Nominating and

Governance Committee

Corporate Governance Committee

Richard Bagger

Margaret Smith Bell

Daniel Goodman

Adeoye Olukotun

Carolyn Taylor

Audit Committee consists of Margaret Smith Bell, Daniel Goodman and James Treco, Chair of the Committee.

Our Board has determined

each of the members are “independent” as that term is defined under applicable SEC rules and under the current listing

standards of the NASDAQ Stock Market.

Member of Committee

Chairman of Committee

Audit Committee

Our Audit Committee

consists of James Treco, Chair of the Committee, Richard Bagger and Margaret Smith Bell.

Our Board has determined each of the

members are “independent” as that term is defined under applicable SEC rules and under the current listing standards of

the NASDAQ Stock Market.

Treco is our audit committee financial expert.

Audit Committee’s responsibilities include:

(i) reviewing the independence, qualifications, services, fees, and performance

of the independent auditors, (ii) appointing, replacing and discharging the independent auditor, (iii) pre-approving the professional

services provided by the independent auditor, (iv) reviewing the scope of the annual audit and reports and recommendations submitted

by the independent auditor, and (v) reviewing our financial reporting and accounting policies, including any significant changes,

with management and the independent auditor.

The Audit Committee reviewed and discussed with management the Company’s audited

financial statements for the year ended December 31, 2021.

Compensation Committee consists of Margaret Smith Bell, Chair of the Committee, David Grange, Carolyn Taylor and Adeoye Olukotun.

Our Board has determined that all of the members are “independent” under the current listing standards of the NASDAQ

Stock Market.

Our Board has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee.

Compensation Committee has responsibility for, among other things, evaluating and making decisions regarding the compensation

of our executive officers, assuring that the executive officers are compensated effectively in a manner consistent with our stated

compensation strategy, producing an annual report on executive compensation in accordance with the rules and regulations promulgated

by the SEC and periodically evaluating and administering the terms and administration of our incentive plans and benefit programs.

In addition, our Compensation Committee reviews and makes recommendations to the Board regarding incentive compensation plans

that require shareholder approval, director compensation, the Company’s compensation discussion and analysis (“CD&A”)

and the related executive compensation information for inclusion in the Company’s Annual Report on Form 10-K and proxy statement,

and employment and severance agreements relating to the chief executive officer.

and Corporate Governance Committee

Nominating and Corporate Governance Committee consists of Richard Bagger, Daniel Goodman, David Grange and James Treco, Chair

of the Committee.

The Board has determined that all of the members are “independent” under the current listing standards

of the NASDAQ Stock Market.

Nominating and Corporate Governance Committee has responsibility for assisting the Board in, among other things, effecting the

organization, membership and function of the Board and its committees.

The Nominating and Corporate Governance Committee identifies

and evaluates the qualifications of all candidates for nomination for election as directors, and seeks director nominees that

complement and enhance the effectiveness of the existing Board to ensure that its members have varied and relevant backgrounds,

skills, knowledge, perspectives and experiences.

Our Board currently includes two female directors and one director who contributes

racial/ethnic diversity.

In addition, the Nominating and Corporate Governance Committee is responsible for developing, recommending

and evaluating corporate governance standards and a code of business conduct and ethics.

provided in its charter and our Company’s corporate governance principles, the Nominating and Corporate Governance Committee

is responsible for identifying individuals qualified to become directors.

The Nominating and Corporate Governance Committee seeks

to identify director candidates based on input provided by a number of sources, including (1) the Nominating and Corporate Governance

Committee members, (2) our other directors, (3) our shareholders, (4) our Chief Executive Officer or Chairman, and (5) third parties

such as professional search firms.

In evaluating potential candidates for director, the Nominating and Corporate Governance Committee

considers the entirety of each candidate’s credentials.

Qualifications

for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to

the existing composition of the Board.

Our Audit Committee’s

responsibilities include:

(i) reviewing the independence, qualifications, services, fees, and performance of the independent auditors,

(ii) appointing, replacing and discharging the independent auditor, (iii) pre-approving the professional services provided by the independent

auditor, (iv) reviewing the scope of the annual audit and reports and recommendations submitted by the independent auditor, and (v) reviewing

our financial reporting and accounting policies, including any significant changes, with management and the independent auditor.

Committee reviewed and discussed with management the Company’s audited financial statements for the year ended December 31, 2022.

Compensation Committee

Our Compensation Committee consists of Margaret Smith Bell, Chair of the

Committee, David Grange, Adeoye Olukotun and Carolyn Taylor.

Our Board has determined that all of the members are “independent”

under the current listing standards of the NASDAQ Stock Market.

Our Board has adopted a written charter setting forth the authority and

responsibilities of the Compensation Committee.

Our Compensation Committee

has responsibility for, among other things, evaluating and making decisions regarding the compensation of our executive officers, assuring

that the executive officers are compensated effectively in a manner consistent with our stated compensation strategy, producing an annual

report on executive compensation in accordance with the rules and regulations promulgated by the SEC and periodically evaluating and administering

the terms and administration of our incentive plans and benefit programs.

In addition, our Compensation Committee reviews and makes recommendations

to the Board regarding incentive compensation plans that require shareholder approval, director compensation and the related executive compensation information for inclusion in the Company’s

Annual Report on Form 10-K and proxy statement, and employment and severance agreements relating to the chief executive officer.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Richard Bagger,

Chair of the Committee, David Grange and James Treco.

The Board has determined that all of the members are “independent” under

the current listing standards of the NASDAQ Stock Market.

Our Nominating and Corporate

Governance Committee has responsibility for assisting the Board in, among other things, effecting the organization, membership and function

of the Board and its committees.

The Nominating and Corporate Governance Committee identifies and evaluates the qualifications of all

candidates for nomination for election as directors, and seeks director nominees that complement and enhance the effectiveness of the

existing Board to ensure that its members have varied and relevant backgrounds, skills, knowledge, perspectives and experiences.

currently includes two female directors and one director who contributes racial/ethnic diversity, and one who identifies as LGBTQ+.

In addition, the Nominating and Corporate

Governance Committee is responsible for developing, recommending and evaluating corporate governance standards and a code of business

conduct and ethics.

Nomination of Directors

As provided in its charter

and our Company’s corporate governance principles, the Nominating and Corporate Governance Committee is responsible for identifying

individuals qualified to become directors.

The Nominating and Corporate Governance Committee seeks to identify director candidates based

on input provided by a number of sources, including (1) the Nominating and Corporate Governance Committee members, (2) our other directors,

(3) our shareholders, (4) our Chief Executive Officer or Chairman, and (5) third parties such as professional search firms.

In evaluating

potential candidates for director, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s

Qualifications for consideration

as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition

of the Board.

However, at a minimum, candidates for director must possess:

high personal and

professional ethics and integrity;

the ability to exercise

sound judgment;

the ability to make

independent analytical inquiries;

a willingness and

ability to devote adequate time and resources to diligently perform Board and committee duties;

the appropriate

and relevant business experience and acumen.

addition to these minimum qualifications, the Nominating and Corporate Governance Committee also takes into account when considering

whether to nominate a potential director candidate the following factors:

whether the person

possesses specific industry expertise and familiarity with general issues affecting our business;

whether the person’s

nomination and election would enable the Board to have a member that qualifies as an “audit committee financial expert”

as such term is defined by the SEC in Item 401 of Regulation S-K;

whether the person

would qualify as an “independent” director under the listing standards of the Nasdaq Stock Market;

the importance of

continuity of the existing composition of the Board to provide long term stability and experienced oversight;

the importance of

diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise.

Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders provided such recommendations

are submitted in accordance with the procedures set forth below.

In order to provide for an orderly and informed review and selection

process for director candidates, the Board has determined that shareholders who wish to recommend director candidates for consideration

by the Nominating and Corporate Governance Committee must comply with the following:

The recommendation

must be made in writing to the Corporate Secretary at Tonix Pharmaceuticals Holding Corp.;

The recommendation

must include the candidate’s name, home and business contact information, detailed biographical data and qualifications,

information regarding any relationships between the candidate and the Company within the last three years and evidence of

the recommending person’s ownership of the Company’s common stock;

The recommendation

shall also contain a statement from the recommending shareholder in support of the candidate;

professional references, particularly

within the context of those relevant to board membership, including issues of character, judgment, diversity, age, independence,

expertise, corporate experience, length of service, other commitments and the like;

high personal and professional ethics and integrity;

the ability to exercise sound judgment;

the ability to make independent analytical inquiries;

a willingness and ability to devote adequate time and resources to diligently

perform Board and committee duties;

the appropriate and relevant business experience and acumen.

In addition to these minimum

qualifications, the Nominating and Corporate Governance Committee also takes into account when considering whether to nominate a potential

director candidate the following factors:

whether the person possesses specific industry expertise and familiarity with

general issues affecting our business;

whether the person’s nomination and election would enable the Board to

have a member that qualifies as an “audit committee financial expert” as such term is defined by the SEC in Item 401 of Regulation

whether the person would qualify as an “independent” director under

the listing standards of the Nasdaq Stock Market;

the importance of continuity of the existing composition of the Board to provide

long term stability and experienced oversight;

the importance of diversified Board membership, in terms of both the individuals

involved and their various experiences and areas of expertise.

The Nominating and Corporate

Governance Committee will consider director candidates recommended by shareholders provided such recommendations are submitted in accordance

with the procedures set forth below.

In order to provide for an orderly and informed review and selection process for director candidates,

the Board has determined that shareholders who wish to recommend director candidates for consideration by the Nominating and Corporate

Governance Committee must comply with the following:

The recommendation must be made in writing to the Corporate Secretary at Tonix

Pharmaceuticals Holding Corp.;

The recommendation must include the candidate’s name, home and business

contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and

the Company within the last three years and evidence of the recommending person’s ownership of the Company’s common stock;

The recommendation shall also contain a statement from the recommending shareholder

in support of the candidate;

professional references, particularly within the context of those relevant to board membership, including

issues of character, judgment, diversity, age, independence, expertise, corporate experience, length of service, other commitments and

and personal references;

A statement from

the shareholder nominee indicating that such nominee wants to serve on the Board and could be considered “independent”

under the Rules and Regulations of the Nasdaq Stock Market and the SEC, as in effect at that time.

candidates submitted by shareholders will be evaluated by the Nominating and Corporate Governance Committee according to the criteria

discussed above and in the same manner as all other director candidates.

have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees.

in Certain Legal Proceedings

as disclosed below, our directors and executive officers have not been involved in any of the following events during the past

any bankruptcy petition

filed by or against such person or any business of which such person was a general partner or executive officer either at

the time of the bankruptcy or within two years prior to that time;

any conviction in

a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to

any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently

or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities

or to be associated with any person practicing in banking or securities activities;

being found by a

court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading

Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended,

being subject of,

or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed,

suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation,

any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail

or wire fraud or fraud in connection with any business entity;

being subject of

or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over

its members or persons associated with a member.

January 2013, the Chief Operating Officer filed for bankruptcy protection under Chapter 7 of Title 11 under the United States

Code in the U.

Bankruptcy Court in New York, New York.

The petition was discharged in April 2013.

11 - EXECUTIVE COMPENSATION

Philosophy and Practices

believe that the performance of our executive officers significantly impacts our ability to achieve our corporate goals.

We, therefore,

place considerable importance on the design and administration of our executive officer compensation program.

This program is

intended to enhance stockholder value by attracting, motivating and retaining qualified individuals to perform at the highest

levels and to contribute to our growth and success.

Our executive officer compensation program is designed to provide compensation

opportunities that are tied to individual and corporate performance.

compensation packages are also designed to be competitive in our industry.

The Compensation Committee from time-to-time consults

with compensation consultants, legal counsel and other advisors in designing our compensation program, including in evaluating

the competitiveness of individual compensation packages and in relation to our corporate goals.

overall compensation philosophy has been to pay our executive officers an annual base salary and to provide opportunities, through

cash and equity incentives, to provide higher compensation if certain key performance goals are satisfied.

We believe that many

of our key practices and programs demonstrate good governance.

The main principles of our fiscal year 2021 compensation strategy

included the following:

emphasis on pay for performance .

A significant portion of our executive officers’ total compensation is variable and at

risk and tied directly to measurable performance, including pre-specified corporate, strategic or developmental goals, which aligns

the interests of our executives with those of our stockholders;

results are linked to Company and individual performance .

When looking at performance over the year, we equally

weigh individual performance as well as that of the Company as a whole.

Target annual compensation is positioned

to allow for above-median compensation to be earned through an executive officer’s and the Company’s extraordinary

as a key component to align the interests of our executives with those of our stockholders.

Our Compensation Committee

believes that keeping executives interests aligned with those of our stockholders is critical to driving toward achievement of

long-term goals of both our stockholders and the Company.

Accordingly, a significant portion of our executives’ compensation

are stock based, including stock options that are exercisable at a percentage above market value at the time of grant;

group positioning .

While the Compensation Committee considers the level of compensation paid by the companies

in our peer group as a reference point that provides a framework for its compensation decisions, in order to maintain

competitiveness and flexibility, the Compensation Committee does not target compensation at a particular level relative

to the peer group;

A statement from the shareholder nominee indicating that such nominee wants

to serve on the Board and could be considered “independent” under the Rules and Regulations of the Nasdaq Stock Market and

the SEC, as in effect at that time.

All candidates submitted by

shareholders will be evaluated by the Nominating and Corporate Governance Committee according to the criteria discussed above and in the

same manner as all other director candidates.

Code of Ethics

We have adopted a Code of

Business Conduct and Ethics that applies to all of our directors, officers and employees.

Involvement in Certain Legal Proceedings

Except as disclosed below,

our directors and executive officers have not been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business of which

such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal

proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his

involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities

being found by a court of competent jurisdiction in a civil action, the Securities

and Exchange Commission or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law,

and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative

order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or

state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed,

suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization

that has disciplinary authority over its members or persons associated with a member.

ITEM 11 - EXECUTIVE COMPENSATION

Compensation Philosophy and Practices

We believe that the performance

of our executive officers significantly impacts our ability to achieve our corporate goals.

We, therefore, place considerable importance

on the design and administration of our executive officer compensation program.

This program is intended to enhance stockholder value

by attracting, motivating and retaining qualified individuals to perform at the highest levels and to contribute to our growth and success.

Our executive officer compensation program is designed to provide compensation opportunities that are tied to individual and corporate

Our compensation packages

are also designed to be competitive in our industry.

The Compensation Committee from time-to-time consults with compensation consultants,

legal counsel and other advisors in designing our compensation program, including in evaluating the competitiveness of individual compensation

packages and in relation to our corporate goals.

Our overall compensation philosophy

has been to pay our executive officers an annual base salary and to provide opportunities, through cash and equity incentives, to provide

higher compensation if certain key performance goals are satisfied.

We believe that many of our key practices and programs demonstrate

good governance.

The main principles of our fiscal year 2022 compensation strategy included the following:

An emphasis on pay for performance .

A significant portion

of our executive officers’ total compensation is variable and at risk and tied directly to measurable performance, including pre-specified

corporate, strategic or developmental goals, which aligns the interests of our executives with those of our stockholders;

Performance results are linked to Company and individual performance .

When looking at performance over the year, we equally weigh individual performance as well as that of the Company as a whole.

annual compensation is positioned to allow for above-median compensation to be earned through an executive officer’s and the Company’s

extraordinary performance;

Equity as a key component to align the interests of our executives

with those of our stockholders.

Our Compensation Committee believes that keeping executives interests aligned with those of our

stockholders is critical to driving toward achievement of long-term goals of both our stockholders and the Company.

Accordingly, a significant

portion of our executives’ compensation are stock based, including stock options that are exercisable at a percentage above market

value at the time of grant;

Peer group positioning .

While the Compensation Committee

considers the level of compensation paid by the companies in our peer group as a reference point that provides a framework for its compensation

decisions, in order to maintain competitiveness and flexibility, the Compensation Committee does not target compensation at a particular

level relative to the peer group;

nor does the Compensation Committee employ a formal benchmarking strategy or rely upon specific peer–derived

2021, we also continued practices that demonstrate good governance and careful stewardship of corporate assets, including:

personal benefits .

Our executive officers are eligible for the same benefits as our non-executive salaried employees,

and they do not receive any additional perquisites.

retirement benefits .

We do not provide our executive officers with a traditional retirement plan, or with any supplemental

deferred compensation or retirement benefits.

tax gross-ups .

We do not provide our executive officers with any tax gross-ups.

single-trigger cash change in control benefits .

We do not provide cash benefits to, or accelerate the vesting of unvested equity grants issued to, our executives upon a change in control,

In 2022, we also continued

practices that demonstrate good governance and careful stewardship of corporate assets, including:

Limited personal benefits .

Our executive officers are eligible

for the same benefits as our non-executive salaried employees, and they do not receive any additional perquisites.

No retirement benefits .

We do not provide our executive officers

with a traditional retirement plan, or with any supplemental deferred compensation or retirement benefits.

No tax gross-ups .

We do not provide our executive officers

with any tax gross-ups.

No single-trigger cash change in control benefits .

not provide cash benefits to, or accelerate the vesting of unvested equity grants issued to, our executives upon a change in control,

absent an actual termination of employment.

our annual meeting in May 2019, we conducted our tri-annual advisory vote on executive compensation, commonly referred to as a

“say-on-pay” vote.

At that time, a majority of the votes affirmatively cast on the advisory say-on-pay proposal were

voted in favor of the compensation of our named executive officers.

The Compensation Committee understood this level of approval

to indicate strong stockholder support for our executive compensation policies and programs generally, and as a result, our Compensation

Committee made no fundamental changes to our executive compensation programs.

We will hold our next say-on-pay vote at the 2022

annual meeting.

Our Compensation Committee and our Board will consider shareholder feedback through the say-on-pay vote and remains

committed to engaging with shareholders and are open to feedback from shareholders.

Compensation Table

following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive

Officer, and the two next most highly paid executive officers for fiscal years 2021 and 2020.

Name & Principal

Incentive Plan

Pension Value and

At our annual meeting in May

2022, we conducted our tri-annual advisory vote on executive compensation, commonly referred to as a “say-on-pay” vote.

that time, a majority of the votes affirmatively cast on the advisory say-on-pay proposal were voted in favor of the compensation of our

named executive officers.

The Compensation Committee understood this level of approval to indicate strong stockholder support for our

executive compensation policies and programs generally, and as a result, our Compensation Committee made no fundamental changes to our

executive compensation programs.

We will hold our next say-on-pay vote at the 2025 annual meeting.

Our Compensation Committee and our

Board will consider shareholder feedback through the say-on-pay vote and remains committed to engaging with shareholders and are open

to feedback from shareholders.

Summary Compensation Table

The following table provides

certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer, and the two next most

highly paid executive officers for fiscal years 2022 and 2021.

Name & Principal Position

Awards ($) (1)

Incentive Plan Compensation

Non-Qualified

Deferred Compensation

Compensation ($)

Seth Lederman

Chief Executive Officer

Jessica Morris

Chief Operations Officer

Bradley Saenger

1 unchanged sentence

Gregory Sullivan

Chief Medical

the aggregate grant date fair value of options granted in accordance with Financial Accounting Standards Board, or FASB,

Accounting Standards Codification, or ASC, Topic 718, “Stock Compensation.” For the relevant assumptions used

in determining these amounts, refer to Note 14 to our audited financial statements.

of Plan-Based Awards in Fiscal 2021

following table provides information with regard to each grant of plan-based award made to a named executive officer under any

plan during the fiscal year ended December 31, 2021.

Chief Medical Officer

Represents the aggregate grant date fair value

of options granted in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic

718, “Stock Compensation.” For the relevant assumptions used in determining these amounts, refer to Note 14 to our audited

financial statements.

Grants of Plan-Based Awards in Fiscal 2022

The following table provides information with regard

to each grant of plan-based award made to a named executive officer under any plan during the fiscal year ended December 31, 2022.

All Other Option Awards:

Number of Securities

Underlying Options (#)

Base Price of

Option Awards ($/Share)

Number of Securities Underlying Options (#)

Base Price of Option Awards ($/Share)

Grant Date Fair Value of

1 unchanged sentence

Seth Lederman

the aggregate grant date fair value of options granted in accordance with FASB ASC Topic 718.

Represents an exercise price at

a 125% premium of the closing price of the Company’s common stock on the grant date.

Equity Awards at December 31, 2021

following table presents information regarding outstanding equity awards held by our named executive officers as of December 31,

Bradley Saenger

Jessica Morris

Gregory Sullivan

Represents the aggregate

grant date fair value of options granted in accordance with FASB ASC Topic 718.

Represents an exercise price at a 200% premium

of the closing price of the Company’s common stock on the grant date.

Represents an exercise price at a 300% premium

of the closing price of the Company’s common stock on the grant date.

Represents an exercise price at a 400% premium

of the closing price of the Company’s common stock on the grant date.

Outstanding Equity Awards at December 31, 2022

The following table presents

information regarding outstanding equity awards held by our named executive officers as of December 31, 2022.

Securities underlying

Unexercised Options (#)

Securities underlying

Unexercised Options (#)

Unexercisable

Option Exercise

Option Expiration

Seth Lederman

Jessica Morris

Bradley Saenger

Gregory Sullivan

shares subject to this stock option vest 1/3rd upon the date(s) that certain stock price goals are achieved.

The stock price

goals are such date(s) when the Company’s common stock has an average closing sales price equal to or exceeding each

of $6,000.00, $7,000.00 and $8,000.00 per share for 20 consecutive trading days, subject to a one year minimum service period

prior to vesting.

The shares subject

to this stock option vested as to 1/3 of the shares on February 26, 2020, with the remaining shares vesting on an equal monthly

basis over the following 24 months.

The shares subject

to this stock option vested as to 1/3 of the shares on May 6, 2020, with the remaining shares vesting on an equal monthly

basis over the following 24 months.

The shares subject

to this stock option vested as to 1/3 of the shares on February 25, 2021, with the remaining shares vesting on an equal monthly

basis over the following 24 months.

The shares subject

to this stock option vested as to 1/3 of the shares on May 4, 2021, with the remaining shares vesting on an equal monthly

basis over the following 24 months.

shares subject to this stock option vested as to 1/3 of the shares on February 23, 2022, with the remaining shares vesting

on an equal monthly basis over the following 24 months.

Exercises and Stock Vested

options were exercised by any of the named executive officers and no named executive officers held restricted stock units during

the fiscal year ended December 31, 2021.

Compensation Plan Information

following table provides certain information with respect to our equity compensation plans in effect as of December 31, 2021.

of securities to be issued upon exercise of outstanding options,

warrants and rights

Weighted-average

exercise price of outstanding options,

warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

compensation plans approved by security holders (1)

compensation plans not approved by security holders

Consists of the Company’s

2012 Amended and Restated Incentive Stock Option Plan, the 2014 Stock Incentive Plan, the 2016 Stock Incentive Plan, the 2017

Stock Incentive Plan, the 2018 Equity Incentive Plan, the 2019 Stock Incentive Plan, the 2020 Stock Incentive Plan, the Amended

and Restated 2020 Stock Incentive Plan and the 2019 Employee Stock Purchase Plan, and the 2020 Employee Stock Purchase Plan

(the “ESPP”).

Consists of shares

available for future issuance under the Amended and Restated 2020 Plan and our ESPP.

As of December 31, 2021, 16,085,796 shares

of common stock were available for issuance under the Amended and Restated 2020 Plan and 7 shares of common stock were available

for issuance under the ESPP.

Contracts and Termination of Employment and Change-In-Control Arrangements

Agreement with Seth Lederman

February 11, 2014, the Company entered into an employment agreement (the “Lederman Agreement”) with Dr.

Seth Lederman

to continue to serve as our President, Chief Executive Officer and Chairman of the Board.

base salary for Dr.

Lederman under the Lederman Agreement was $425,000 per annum and as of January 1, 2022, the base salary is

The Lederman Agreement has an initial term of one year and automatically renew for successive one year terms

unless either party delivers written notice not to renew at least 60 days prior to the end of the current term.

to the Lederman Agreement, if the Company terminates Dr.

Lederman’s employment without Cause (as defined in the Lederman

Agreement) or Dr.

Lederman resigns for Good Reason (as defined in the Lederman Agreement), Dr.

Lederman is entitled to the following

payments and benefits:

(1) his fully earned but unpaid base salary through the date of termination at the rate then in effect,

plus all other benefits, if any, under any group retirement plan, nonqualified deferred compensation plan, equity award plan or

agreement, health benefits plan or other group benefit plan to which Dr.

Lederman may be entitled to under the terms of such plans

or agreements;

(2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately

The shares subject to this stock option vest 1/3rd upon the date(s)

that certain stock price goals are achieved.

The stock price goals are such date(s) when the Company’s common stock has an average

closing sales price equal to or exceeding each of $192,000.00, $224,000.00 and $256,000.00 per share for 20 consecutive trading days,

subject to a one year minimum service period prior to vesting.

The shares subject to this stock option vested as to 1/3 of the shares on February

25, 2021, with the remaining shares vesting on an equal monthly basis over the following 24 months.

The shares subject to this stock option vested as to 1/3 of the shares on May

4, 2021, with the remaining shares vesting on an equal monthly basis over the following 24 months.

The shares subject to this stock option vested as to 1/3 of the shares on February

23, 2022, with the remaining shares vesting on an equal monthly basis over the following 24 months.

The shares subject to this stock option vested as to 10% of the shares on February

15, 2023, 10% of the shares on February 15, 2024, 40% of the shares on February 15, 2025 and 40% of the shares on February 15, 2026.

Option Exercises and Stock Vested

No options were exercised by any of the named executive

officers and no named executive officers held restricted stock units during the fiscal year ended December 31, 2022.

Equity Compensation Plan Information

The following table provides certain information

with respect to our equity compensation plans in effect as of December 31, 2022.

Plan Category

Number of securities to be issued

upon exercise of outstanding options, warrants and rights (A)

Weighted-average exercise price

of outstanding options, warrants and rights (B)

Number of securities remaining

available for future issuance under equity compensation plans (excluding securities reflected in column A) (2)

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

Consists of the Company’s 2012 Amended and Restated Incentive Stock Option Plan,

the 2014 Stock Incentive Plan, the 2016 Stock Incentive Plan, the 2017 Stock Incentive Plan, the 2018 Equity Incentive Plan, the 2019

Stock Incentive Plan, the 2020 Stock Incentive Plan, the Amended and Restated 2020 Stock Incentive Plan and the 2019 Employee Stock Purchase

Plan, the 2020 Employee Stock Purchase Plan, and the 2022 Employee Stock Purchase Plan (the “ESPP”).

Consists of shares available for future issuance under the Amended and Restated

2020 Plan and our ESPP.

As of December 31, 2022, 627,744 shares of common stock were available for issuance under the Amended and Restated

2020 Plan and 9 shares of common stock were available for issuance under the ESPP.

Employment Contracts and Termination of Employment and Change-In-Control

Employment Agreement with Seth Lederman

On February 11, 2014, the

Company entered into an employment agreement (the “Lederman Agreement”) with Dr.

Seth Lederman to continue to serve as our

President, Chief Executive Officer and Chairman of the Board.

The base salary for Dr.

under the Lederman Agreement was $425,000 per annum and as of January 1, 2023, the base salary is $675,000.

The Lederman Agreement

has an initial term of one year and automatically renew for successive one year terms unless either party delivers written notice not

to renew at least 60 days prior to the end of the current term.

Pursuant to the Lederman Agreement,

if the Company terminates Dr.

Lederman’s employment without Cause (as defined in the Lederman Agreement) or Dr.

Lederman resigns

for Good Reason (as defined in the Lederman Agreement), Dr.

Lederman is entitled to the following payments and benefits:

fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under

any group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other group

benefit plan to which Dr.

Lederman may be entitled to under the terms of such plans or agreements;

(2) a lump sum cash payment in

an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination;

(3) continuation

of health benefits for Dr.

Lederman and his eligible dependents for a period of 12 months following the date of termination;

(4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock awards

that would have vested over the 12-month period following termination had Dr, Lederman remained continuously employed by the Company during

Pursuant to the Lederman Agreement,

Lederman’s employment is terminated as a result of death or permanent disability, Dr.

Lederman or his estate, as applicable,

is entitled to the following payments and benefits:

(1) his fully earned but unpaid base salary through the date of termination at

the rate then in effect;

(2) a lump sum cash payment in an amount equal to six months of his base salary as in effect immediately

prior to the date of termination;

and (3) the automatic acceleration of the vesting and exercisability of outstanding unvested stock

Lederman is terminated

without Cause or resigns for Good Reason during the period commencing 90 days prior to a Change in Control (as defined below) or

12 months following a Change in Control, Dr.

Lederman shall be entitled to receive, in lieu of the severance benefits described above,

the following payments and benefits:

(1) a lump sum cash payment in an amount equal to 36 months of his base salary as in effect

immediately prior to the date of termination, except that, if and while Dr.

Lederman is still entitled to the Sale Bonus (as defined

below), it will only be 18 months;

(2) continuation of health benefits for Dr.

Lederman and his eligible dependents for a period

of 12 months following the date of termination;

and (4) the automatic acceleration of the vesting and exercisability of

outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following

termination had Dr, Lederman remained continuously employed by the Company during such period.

to the Lederman Agreement, if Dr.

Lederman’s employment is terminated as a result of death or permanent disability, Dr.

Lederman or his estate, as applicable, is entitled to the following payments and benefits:

(1) his fully earned but unpaid base

salary through the date of termination at the rate then in effect;

(2) a lump sum cash payment in an amount equal to six months

of his base salary as in effect immediately prior to the date of termination;

and (3) the automatic acceleration of the vesting

and exercisability of outstanding unvested stock awards.

Lederman is terminated without Cause or resigns for Good Reason during the period commencing 90 days prior to a Change in

Control (as defined below) or 12 months following a Change in Control, Dr.

Lederman shall be entitled to receive, in lieu of

the severance benefits described above, the following payments and benefits:

(1) a lump sum cash payment in an amount equal to

36 months of his base salary as in effect immediately prior to the date of termination, except that, if and while Dr.

Lederman is still entitled to the Sale Bonus (as defined below), it will only be 18 months;

(2) continuation of health benefits

Lederman and his eligible dependents for a period of 24 months following the date of termination, except that, if and

Lederman is still entitled to the Sale Bonus it will only be 12 months;

and (3) the automatic acceleration of the

vesting and exercisability of outstanding unvested stock awards.

during the term of the Lederman Agreement or within 120 days after Dr.

Lederman is terminated without Cause or resigns for Good

Reason, following a Change in Control, the Company consummates a Change in Control transaction in which the Enterprise Value (as

defined below) equals or exceeds $50 million, Dr.

Lederman shall be entitled to receive a lump sum payment equal to 4.4% of the

Enterprise Value (the “Sale Bonus”).

The Sale Bonus provision of the Lederman Agreement will terminate upon

the Company granting Dr.

Lederman long-term incentive compensation mutually agreed to by the Board and Dr.

purposes of the Lederman Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or

dishonesty or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate of

the Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony,

(3) unauthorized use or disclosure of the Company’s confidential information or trade secrets or any successor or

affiliate of the Company that has, or may reasonably be expected to have, a material adverse impact on any such entity;

negligence, failure to follow a material, lawful and reasonable request of the Board or material violation of any duty of loyalty to

the Company or any successor or affiliate of the Company, or any other demonstrable material willful misconduct by Dr.

(5) ongoing and repeated failure or refusal to perform or neglect of his duties as required by his employment agreement, which

failure, refusal or neglect continues for 30 days following Dr.

Lederman’s receipt of written notice from the Board

stating with specificity the nature of such failure, refusal or neglect, provided that such failure to perform is not as a result of

illness, injury or medical incapacity, or (6) material breach of any Company policy or any material provision of

the Lederman Agreement.

purposes of the Lederman Agreement, “Good Reason” generally means (1) a material diminution in Dr.

Lederman’s title, authority, duties or responsibilities, (2) a material diminution in Dr.

Lederman’s base

compensation, unless such a reduction is imposed across-the-board to the Company’s senior management, and such reduction is

not greater than 15%, (3) a material change in the geographic location at which Dr.

Lederman must perform his duties,

(4) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of the

Company’s obligations to Dr.

Lederman under the Lederman Agreement, or (5) the Company elects not to renew

the Lederman Agreement for another term.

purposes of the Lederman Agreement, “Change in Control” generally means:

A transaction

or series of transactions (other than public offerings) that results in any person or entity or related group of persons or

entities (other than the Company, its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries

or a person or entity that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common

control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than

40% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition;

a merger, consolidation, reorganization, or business combination or (2) the sale, exchange or transfer of all or substantially

all of the Company’s assets in any single transaction or series of transactions or (3) the acquisition of assets

or stock of another entity, in each case other than a transaction:

results in the Company’s voting securities outstanding immediately before the transaction continuing to represent, directly

or indirectly, at least 60% of the combined voting power of the successor entity’s outstanding voting securities immediately

after the transaction, and

which no person or group beneficially owns voting securities representing 40% or more of the combined voting power of the

Company or its successor;

provided, however, that no person or group is treated as beneficially owning 40% or more of combined

voting power of the Company or its successor solely as a result of the voting power held in the Company prior to the consummation

of the transaction.

purposes of the Lederman Agreement, “Enterprise Value” generally means (1) in a Change in Control in which consideration

is received by the Company, the total cash and non-cash consideration, including debt assumed, received by the Company, net of

any fees and expenses in connection with the transaction and (2) in a Change in Control in which consideration is payable to the

stockholders of the Company, the total cash and non-cash consideration, including debt assumed, payable to the Company’s

stockholders net of any fees and expenses in connection with the transaction.

Enterprise Value also includes any cash

or non-cash consideration payable to the Company or to the Company’s stockholders on a contingent, earnout or deferred basis.

Agreement with Gregory Sullivan

June 3, 2014, the Company entered into an employment agreement (the “Sullivan Agreement”) with Dr.

Gregory Sullivan

to serve as our Chief Medical Officer.

The base salary for Dr.

Sullivan under the Sullivan Agreement

was $225,000 per annum and as of January 1, 2022, the base salary is $461,120.

The Sullivan Agreement had an initial

term of one year and automatically renews for successive one year terms unless either party delivers written notice not to renew

at least 60 days prior to the end of the current term.

to the Sullivan Agreement, if the Company terminates Dr.

Sullivan’s employment without Cause (as defined below) or Executive

resigns for Good Reason (as defined below), Dr.

of 24 months following the date of termination, except that, if and while Dr.

Lederman is still entitled to the Sale Bonus it will

only be 12 months;

and (3) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards.

If during the term of the

Lederman Agreement or within 120 days after Dr.

Lederman is terminated without Cause or resigns for Good Reason, following a Change in

Control, the Company consummates a Change in Control transaction in which the Enterprise Value (as defined below) equals or exceeds $50

Lederman shall be entitled to receive a lump sum payment equal to 4.4% of the Enterprise Value (the “Sale Bonus”).

Sale Bonus provision of the Lederman Agreement will terminate upon the Company granting Dr.

Lederman long-term incentive compensation

mutually agreed to by the Board and Dr.

For purposes of the Lederman

Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or dishonesty or some other illegal

act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the Company, (2) conviction of,

or entry into a plea of “guilty” or “no contest” to, a felony, (3) unauthorized use or disclosure of the

Company’s confidential information or trade secrets or any successor or affiliate of the Company that has, or may reasonably be

expected to have, a material adverse impact on any such entity;

(4) gross negligence, failure to follow a material, lawful and reasonable

request of the Board or material violation of any duty of loyalty to the Company or any successor or affiliate of the Company, or any

other demonstrable material willful misconduct by Dr.

Lederman, (5) ongoing and repeated failure or refusal to perform or neglect

of his duties as required by his employment agreement, which failure, refusal or neglect continues for 30 days following Dr.

receipt of written notice from the Board stating with specificity the nature of such failure, refusal or neglect, provided that such failure

to perform is not as a result of illness, injury or medical incapacity, or (6) material breach of any Company policy or any material

provision of the Lederman Agreement.

For purposes of the Lederman

Agreement, “Good Reason” generally means (1) a material diminution in Dr.

Lederman’s title, authority, duties or

responsibilities, (2) a material diminution in Dr.

Lederman’s base compensation, unless such a reduction is imposed across-the-board

to the Company’s senior management, and such reduction is not greater than 15%, (3) a material change in the geographic location

Lederman must perform his duties, (4) any other action or inaction that constitutes a material breach by the Company

or any successor or affiliate of the Company’s obligations to Dr.

Lederman under the Lederman Agreement, or (5) the Company

elects not to renew the Lederman Agreement for another term.

For purposes of the Lederman

Agreement, “Change in Control” generally means:

A transaction or series of transactions (other than public offerings)

that results in any person or entity or related group of persons or entities (other than the Company, its subsidiaries, an employee benefit

plan maintained by the Company or any of its subsidiaries or a person or entity that, prior to such transaction, directly or indirectly

controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under

the Exchange Act) of more than 40% of the total combined voting power of the Company’s securities outstanding immediately after

such acquisition;

(1) a merger, consolidation, reorganization, or business combination

or (2) the sale, exchange or transfer of all or substantially all of the Company’s assets in any single transaction or series

of transactions or (3) the acquisition of assets or stock of another entity, in each case other than a transaction:

which results in the Company’s voting securities outstanding

immediately before the transaction continuing to represent, directly or indirectly, at least 60% of the combined voting power of the successor

entity’s outstanding voting securities immediately after the transaction, and

after which no person or group beneficially owns voting securities

representing 40% or more of the combined voting power of the Company or its successor;

provided, however, that no person or group is treated

as beneficially owning 40% or more of combined voting power of the Company or its successor solely as a result of the voting power held

in the Company prior to the consummation of the transaction.

For purposes of the Lederman

Agreement, “Enterprise Value” generally means (1) in a Change in Control in which consideration is received by the Company,

the total cash and non-cash consideration, including debt assumed, received by the Company, net of any fees and expenses in connection

with the transaction and (2) in a Change in Control in which consideration is payable to the stockholders of the Company, the total cash

and non-cash consideration, including debt assumed, payable to the Company’s stockholders net of any fees and expenses in connection

with the transaction.

Enterprise Value also includes any cash or non-cash consideration payable to the Company or to the Company’s

stockholders on a contingent, earnout or deferred basis.

Employment Agreement with Gregory Sullivan

On June 3, 2014, the Company

entered into an employment agreement (the “Sullivan Agreement”) with Dr.

Gregory Sullivan to serve as our Chief Medical Officer.

base salary for Dr.

Sullivan under the Sullivan Agreement was $225,000 per annum and as of January 1, 2023, the base salary is $480,000.

Sullivan Agreement had an initial term of one year and automatically renews for successive one year terms unless either party delivers

written notice not to renew at least 60 days prior to the end of the current term.

Pursuant to the Sullivan Agreement,

if the Company terminates Dr.

Sullivan’s employment without Cause (as defined below) or Executive resigns for Good Reason (as defined

Sullivan is entitled to the following payments and benefits:

(1) his fully

earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any,

under any group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan

or other group benefit plan to which Dr.

Sullivan may be entitled to under the terms of such plans or agreements;

sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination;

(1) his fully earned but unpaid base salary through the

date of termination at the rate then in effect, plus all other benefits, if any, under any group retirement plan, nonqualified deferred

compensation plan, equity award plan or agreement, health benefits plan or other group benefit plan to which Dr.

Sullivan may be entitled

to under the terms of such plans or agreements;

(2) a lump sum cash payment in an amount equal to 12 months of his base salary

as in effect immediately prior to the date of termination;

(3) continuation of health benefits for Dr.

Sullivan and his eligible dependents for a period of 12 months following the

date of termination;

and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards

as to the number of stock awards that would have vested over the 12-month period following termination had Dr.

Sullivan remained

continuously employed by the Company during such period.

to the Sullivan Agreement, if Dr.

Sullivan’s employment is terminated as a result of death or permanent disability, Sullivan or his estate, as applicable, is entitled to his fully earned but unpaid base salary through the end of the month in which

termination occurs at the rate then in effect.

purposes of the Sullivan Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or

dishonesty or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate of

the Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony,

(3) unauthorized use or disclosure of the Company’s confidential information or trade secrets or any successor or

affiliate of the Company that has, or may reasonably be expected to have, a material adverse impact on any such entity, (4) gross

negligence, failure to follow a material, lawful and reasonable request of the Company or material violation of any duty of loyalty

to the Company or any successor or affiliate of the Company, or any other demonstrable material misconduct by Dr.

(5) ongoing and repeated failure or refusal to perform or neglect of his duties as required by his employment agreement, which

failure, refusal or neglect continues for 30 days following Dr.

Sullivan’s receipt of written notice from the Company

stating with specificity the nature of such failure, refusal or neglect, or (6) material breach of any Company policy or any

material provision of the Sullivan Agreement.

purposes of the Sullivan Agreement, “Good Reason” generally means (1) a material diminution in Dr.

Sullivan’s title, authority, duties or responsibilities, (2) a material diminution in the executive officer’s base

compensation, unless such a reduction is imposed across-the-board to the Company’s senior management and such reduction is not

greater than 15%, (3) a material change in the geographic location at which the executive officer must perform his duties,

(4) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of the

Company’s obligations to Dr.

Sullivan under the Agreement, or (5) the Company elects not to renew

the Agreement for another term.

Agreement with Bradley Saenger

February 23, 2021, the Company entered into an employment agreement (the “Saenger Agreement”) with Mr.

Bradley Saenger

to serve as our Chief Financial Officer.

The base salary for Saenger under the Saenger Agreement

was $445,400 per annum as of January 1, 2022.

The Saenger Agreement has an initial term of one year and automatically

renews for successive one year terms unless either party delivers written notice not to renew at least 60 days prior to the end

of the current term.

to the Saenger Agreement, if the Company terminates Mr.

Saenger’s employment without Cause (as defined below) or Executive

resigns for Good Reason (as defined below), Saenger is entitled to the following payments and benefits:

(1) his fully earned

but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any

group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other group

benefit plan to which Mr.

Saenger may be entitled to under the terms of such plans or agreements;

(2) a lump sum cash payment

in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination;

Sullivan and his eligible

dependents for a period of 12 months following the date of termination;

and (4) the automatic acceleration of the vesting and

exercisability of outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following

termination had Dr.

Sullivan remained continuously employed by the Company during such period.

Pursuant to the Sullivan Agreement,

Sullivan’s employment is terminated as a result of death or permanent disability, Sullivan or his estate, as applicable,

is entitled to his fully earned but unpaid base salary through the end of the month in which termination occurs at the rate then in effect.

For purposes of the Sullivan

Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or dishonesty or some other illegal

act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the Company, (2) conviction of,

or entry into a plea of “guilty” or “no contest” to, a felony, (3) unauthorized use or disclosure of the

Company’s confidential information or trade secrets or any successor or affiliate of the Company that has, or may reasonably be

expected to have, a material adverse impact on any such entity, (4) gross negligence, failure to follow a material, lawful and reasonable

request of the Company or material violation of any duty of loyalty to the Company or any successor or affiliate of the Company, or any

other demonstrable material misconduct by Dr.

Sullivan, (5) ongoing and repeated failure or refusal to perform or neglect of his

duties as required by his employment agreement, which failure, refusal or neglect continues for 30 days following Dr.

receipt of written notice from the Company stating with specificity the nature of such failure, refusal or neglect, or (6) material

breach of any Company policy or any material provision of the Sullivan Agreement.

For purposes of the Sullivan

Agreement, “Good Reason” generally means (1) a material diminution in Dr.

Sullivan’s title, authority, duties or

responsibilities, (2) a material diminution in the executive officer’s base compensation, unless such a reduction is imposed

across-the-board to the Company’s senior management and such reduction is not greater than 15%, (3) a material change in the

geographic location at which the executive officer must perform his duties, (4) any other action or inaction that constitutes a material

breach by the Company or any successor or affiliate of the Company’s obligations to Dr.

Sullivan under the Agreement, or (5)

the Company elects not to renew the Agreement for another term.

Employment Agreement with Bradley Saenger

On February 23, 2021, the

Company entered into an employment agreement (the “Saenger Agreement”) with Mr.

Bradley Saenger to serve as our Chief Financial

The base salary for Saenger under the Saenger Agreement was $465,000 per annum as of January 1, 2023.

Saenger Agreement has an initial term of one year and automatically renews for successive one year terms unless either party delivers

written notice not to renew at least 60 days prior to the end of the current term.

Pursuant to the Saenger Agreement,

if the Company terminates Mr.

Saenger’s employment without Cause (as defined below) or Executive resigns for Good Reason (as defined

below), Saenger is entitled to the following payments and benefits:

(1) his fully earned but unpaid base salary through the date

of termination at the rate then in effect, plus all other benefits, if any, under any group retirement plan, nonqualified deferred

compensation plan, equity award plan or agreement, health benefits plan or other group benefit plan to which Mr.

Saenger may be entitled

to under the terms of such plans or agreements;

(2) a lump sum cash payment in an amount equal to 12 months of his base salary

as in effect immediately prior to the date of termination;

(3) continuation of health benefits for Mr.

Saenger and his eligible dependents for a period of 12 months following the

date of termination;

and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards

as to the number of stock awards that would have vested over the 12-month period following termination had Saenger remained

continuously employed by the Company during such period.

to the Saenger Agreement, if Mr.

Saenger’s employment is terminated as a result of death or permanent disability, Saenger or

his estate, as applicable, is entitled to his fully earned but unpaid base salary through the end of the month in which termination

occurs at the rate then in effect.

purposes of the Saenger Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or

dishonesty or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate of

the Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony,

(3) unauthorized use or disclosure of the Company’s confidential information or trade secrets or any successor or

affiliate of the Company that has, or may reasonably be expected to have, a material adverse impact on any such entity, (4) gross

negligence, failure to follow a material, lawful and reasonable request of the Company or material violation of any duty of loyalty

to the Company or any successor or affiliate of the Company, or any other demonstrable material misconduct by Mr.

(5) ongoing and repeated failure or refusal to perform or neglect of his duties as required by his employment agreement, which

failure, refusal or neglect continues for 30 days following Mr.

Saenger’s receipt of written notice from the Company

stating with specificity the nature of such failure, refusal or neglect, or (6) material breach of any Company policy or any

material provision of the Saenger Agreement.

purposes of the Saenger Agreement, “Good Reason” generally means (1) a material diminution in Mr.

Saenger’s title, authority, duties or responsibilities, (2) a material diminution in the executive officer’s base

compensation, unless such a reduction is imposed across-the-board to the Company’s senior management and such reduction is not

greater than 15%, (3) a material change in the geographic location at which the executive officer must perform his duties,

(4) any other action or inaction that constitutes a material breach by the Company or any successor or affiliate of the

Company’s obligations to Mr.

Saenger under the Agreement, or (5) the Company elects not to renew

the Agreement for another term.

Compensation Table

of May 2021, each of our non-employee directors, other than the lead director, receives an annual cash retainer of $50,000;

for the lead director is $70,000.

Prior to May 2021, each of our non-employee directors received

an annual cash retainer of $35,000.

In addition, during 2021, each of our non-employee directors received stock options to purchase

shares of our common stock valued at $250,000 as determined by the Black Scholes method on the date of grant, which vest on the next

annual meeting of stockholders.

The following table sets forth summary information concerning the total compensation paid to our non-employee

directors in 2021 for services to our Company.

Saenger and his eligible dependents

for a period of 12 months following the date of termination;

and (4) the automatic acceleration of the vesting and exercisability

of outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following termination

had Saenger remained continuously employed by the Company during such period.

Pursuant to the Saenger Agreement,

Saenger’s employment is terminated as a result of death or permanent disability, Saenger or his estate, as applicable, is

entitled to his fully earned but unpaid base salary through the end of the month in which termination occurs at the rate then in effect.

For purposes of the Saenger

Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or dishonesty or some other illegal

act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the Company, (2) conviction of,

or entry into a plea of “guilty” or “no contest” to, a felony, (3) unauthorized use or disclosure of the

Company’s confidential information or trade secrets or any successor or affiliate of the Company that has, or may reasonably be

expected to have, a material adverse impact on any such entity, (4) gross negligence, failure to follow a material, lawful and reasonable

request of the Company or material violation of any duty of loyalty to the Company or any successor or affiliate of the Company, or any

other demonstrable material misconduct by Mr.

Saenger, (5) ongoing and repeated failure or refusal to perform or neglect of his duties

as required by his employment agreement, which failure, refusal or neglect continues for 30 days following Mr.

Saenger’s receipt

of written notice from the Company stating with specificity the nature of such failure, refusal or neglect, or (6) material breach

of any Company policy or any material provision of the Saenger Agreement.

For purposes of the Saenger

Agreement, “Good Reason” generally means (1) a material diminution in Mr.

Saenger’s title, authority, duties or

responsibilities, (2) a material diminution in the executive officer’s base compensation, unless such a reduction is imposed

across-the-board to the Company’s senior management and such reduction is not greater than 15%, (3) a material change in the

geographic location at which the executive officer must perform his duties, (4) any other action or inaction that constitutes a material

breach by the Company or any successor or affiliate of the Company’s obligations to Mr.

Saenger under the Agreement, or (5)

the Company elects not to renew the Agreement for another term.

Employment Agreement with Jessica Morris

On February 23, 2021, the

Company entered into an employment agreement (the “Morris Agreement”) with Ms.

Jessica Morris to serve as our Chief Operations

The base salary for Morris under the Morris Agreement was $475,000 per annum as of January 1, 2023.

Morris Agreement has an initial term of one year and automatically renews for successive one year terms unless either party delivers written

notice not to renew at least 60 days prior to the end of the current term.

Pursuant to the Morris Agreement,

if the Company terminates Ms.

Morris’s employment without Cause (as defined below) or Executive resigns for Good Reason (as defined

below), Morris is entitled to the following payments and benefits:

(1) her fully earned but unpaid base salary through the date of

termination at the rate then in effect, plus all other benefits, if any, under any group retirement plan, nonqualified deferred compensation

plan, equity award plan or agreement, health benefits plan or other group benefit plan to which Ms.

Morris may be entitled to under the

terms of such plans or agreements;

(2) a lump sum cash payment in an amount equal to 12 months of her base salary as in effect

immediately prior to the date of termination;

(3) continuation of health benefits for Ms.

Morris and her eligible dependents for

a period of 12 months following the date of termination;

and (4) the automatic acceleration of the vesting and exercisability

of outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following termination

had Morris remained continuously employed by the Company during such period.

Pursuant to the Morris Agreement,

Morris’s employment is terminated as a result of death or permanent disability, Morris or her estate, as applicable, is entitled

to her fully earned but unpaid base salary through the end of the month in which termination occurs at the rate then in effect.

For purposes of the Morris

Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or dishonesty or some other illegal

act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the Company, (2) conviction of,

or entry into a plea of “guilty” or “no contest” to, a felony, (3) unauthorized use or disclosure of the

Company’s confidential information or trade secrets or any successor or affiliate of the Company that has, or may reasonably be

expected to have, a material adverse impact on any such entity, (4) gross negligence, failure to follow a material, lawful and reasonable

request of the Company or material violation of any duty of loyalty to the Company or any successor or affiliate of the Company, or any

other demonstrable material misconduct by Ms.

Morris, (5) ongoing and repeated failure or refusal to perform or neglect of her duties

as required by her employment agreement, which failure, refusal or neglect continues for 30 days following Ms.

Morris’s receipt

of written notice from the Company stating with specificity the nature of such failure, refusal or neglect, or (6) material breach

of any Company policy or any material provision of the Morris Agreement.

For purposes of the Morris

Agreement, “Good Reason” generally means (1) a material diminution in Ms.

Morris’s title, authority, duties or

responsibilities, (2) a material diminution in the executive officer’s base compensation, unless such a reduction is imposed

across-the-board to the Company’s senior management and such reduction is not greater than 15%, (3) a material change in the

geographic location at which the executive officer must perform her duties, (4) any other action or inaction that constitutes a material

breach by the Company or any successor or affiliate of the Company’s obligations to Ms.

Morris under the Agreement, or (5)

the Company elects not to renew the Agreement for another term.

Directors Compensation Table

As of February 2023, each

of our non-employee directors, other than the lead director, receives an annual cash retainer of $55,000;

the retainer for the lead director

In addition, during 2022, each of our non-employee directors received stock options to purchase shares of our common stock

valued at $250,000 as determined by the Black Scholes method on the date of grant, which vest on the next annual meeting of stockholders.

The following table sets forth summary information concerning the total compensation paid to our non-employee directors in 2022 for services

to our Company.

Compensation ($)

Awards ($) (1)

Margaret Smith

Daniel Goodman

Richard Bagger

Margaret Smith Bell

Adeoye Olukotun

1 unchanged sentence

James Treco (2)

Represents the aggregate

grant date fair value of stock options granted in accordance with FASB ASC Topic 718.

For the relevant assumptions used in

determining these amounts, refer to Note 14 to our audited financial statements.

These amounts do not necessarily correspond

to the actual value that may be recognized from the stock option grant.

Treco received

additional cash compensation for serving as lead director.

12- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding beneficial ownership of our common stock as of March 14, 2022:

by each person who

is known by us to beneficially own more than 5% of our common stock;

by each of our officers

and directors;

all of our officers and directors as a group.

otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power

and that person’s address is c/o Tonix Pharmaceuticals Holding Corp., 26 Main Street, Suite 101, Chatham, New Jersey 07928.

Represents the aggregate grant date fair value of stock options granted in accordance

with FASB ASC Topic 718.

For the relevant assumptions used in determining these amounts, refer to Note 14 to our audited financial statements.

These amounts do not necessarily correspond to the actual value that may be recognized from the stock option grant.

Treco received additional cash compensation for serving as lead director.

ITEM 12- SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth

certain information regarding beneficial ownership of our common stock as of March 13, 2023:

by each person who is known by us to beneficially own more than 5% of our common

by each of our officers and directors;

by all of our officers and directors as a group.

Unless otherwise indicated

in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address

is c/o Tonix Pharmaceuticals Holding Corp., 26 Main Street, Suite 101, Chatham, New Jersey 07928.

NAME OF OWNER

SHARES OWNED (1)

PERCENTAGE OF

COMMON STOCK (2)

5% Stockholders

BlackRock, Inc.

Directors and Executive

Tang Capital Partners, LP

Directors and Executive Officers

Seth Lederman

4 unchanged sentences

Margaret Smith Bell

Daniel Goodman

Adeoye Olukotun

2 unchanged sentences

* Denotes less than 1%

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with

respect to securities.

Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable

or convertible within 60 days of March 14, 2022 are deemed outstanding for computing the percentage of the person holding such

option or warrant but are not deemed outstanding for computing the percentage of any other person.

Percentage based upon 533,928,624 shares of common stock issued and outstanding as of March 14, 2022.

(3) Based solely on information contained in a Schedule

13G filed with the SEC on February 4, 2022.

The mailing address of this beneficial owner is 55 East 52 nd street, New York,

Includes 5,207,918 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days,

205 shares of common stock owned by Lederman & Co, 33 shares of common stock owned by L&L, 59 shares of common stock owned

by Targent, 30 shares of common stock owned by Leder Laboratories, Inc.

(Leder Labs), 30 shares of common stock owned by Starling,

135,000 shares owned through a 401(k) account, 459 shares owned through an IRA account and 31 shares owned by Dr.

Seth Lederman, as the Managing Member of Lederman & Co and Targent, the Manager of L&L and the Chairman of Leder

Labs and Starling, has investment and voting control over the shares held by these entities.

Includes 942,424 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

Includes 942,380 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

Includes 1,317,907 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

Includes 339,632 shares of common stock underlying options and restricted stock units which are currently exercisable or vested

or become exercisable within 60 days.

Includes 349,282 shares of common stock underlying options and restricted stock units which are currently exercisable or vested

or become exercisable within 60 days.

Includes 348,882 shares of common stock underlying options and restricted stock units which are currently exercisable or vested

or become exercisable within 60 days.

Includes 349,152 shares of common stock underlying options and restricted stock units which are currently exercisable or vested

or become exercisable within 60 days.

Includes 348,882 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days

Includes 237,437 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days

Includes 392,382 shares of common stock underlying options and restricted stock units which are currently exercisable or vested

or become exercisable within 60 days.

Includes 10,776,277 shares of common stock underlying options which are currently exercisable or vested or become exercisable

within 60 days, 205 shares of common stock owned by Lederman & Co, 33 shares of common stock owned by L&L, 59 shares of

common stock owned by Targent, 30 shares of common stock owned by Leder Labs, 30 shares of common stock owned by Starling, 135,000

shares owned through a 401(k) account of Dr.

Lederman, 459 shares owned through an IRA account of Dr.

Lederman, 31 shares owned

(1) Beneficial Ownership is determined in accordance

with the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of common stock subject

to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 13, 2023 are deemed

outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the

percentage of any other person.

(2) Percentage based upon 62,539,497 shares

of common stock issued and outstanding as of March 13, 2023.

(3) Based solely on information contained in a

Schedule 13G filed with the SEC on December 16, 2022.

The mailing address of this beneficial owner is 4747 Executive Drive, Suite 210,

San Diego, CA.

(4) Includes 376,650 shares of common stock underlying

options which are currently exercisable or become exercisable within 60 days, 7 shares of common stock owned by Lederman & Co, 2 shares

of common stock owned by L&L, 2 shares of common stock owned by Targent, 1 share of common stock owned by Leder Laboratories, Inc.

(Leder Labs), 1 share of common stock owned by Starling, 24,235 shares owned through an IRA account and 1 share owned by Dr.

Seth Lederman, as the Managing Member of Lederman & Co and Targent, the Manager of L&L and the Chairman of Leder Labs

and Starling, has investment and voting control over the shares held by these entities.

(5) Includes 72,314 shares of common stock underlying

options which are currently exercisable or become exercisable within 60 days.

(6) Includes 68,008 shares of common stock underlying

options which are currently exercisable or become exercisable within 60 days.

(7) Includes 94,836 shares of common stock underlying

options which are currently exercisable or become exercisable within 60 days.

(8) Includes 77,225 shares of common stock underlying

options and restricted stock units which are currently exercisable or vested or become exercisable within 60 days.

(9) Includes 77,528 shares of common stock underlying

options and restricted stock units which are currently exercisable or vested or become exercisable within 60 days.

(10) Includes 77,524 shares of common stock underlying

options and restricted stock units which are currently exercisable or vested or become exercisable within 60 days.

(11) Includes 77,514 shares of common stock underlying

options and restricted stock units which are currently exercisable or vested or become exercisable within 60 days.

(12) Includes 74,030 shares of common stock underlying

options which are currently exercisable or become exercisable within 60 days

(13) Includes 78,874 shares of common stock underlying

options which are currently exercisable or become exercisable within 60 days

(14) Includes 1,074,503 shares of common stock

underlying options which are currently exercisable or vested or become exercisable within 60 days, 7 shares of common stock owned by

Lederman & Co, 2 shares of common stock owned by L&L, 2 shares of common stock owned by Targent, 1 share of common stock owned

by Leder Labs, 1 share of common stock owned by Starling, 24,235 shares owned through an IRA account of Dr.

Lederman, and 1 share owned

Lederman’s spouse.

13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

have adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification,

review, consideration and oversight of “related-party transactions.” For purposes of our policy only, a “related-party

transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)

in which we and any “related party” are participants involving an amount that exceeds $120,000.

involving compensation for services provided to us as an employee, consultant or director are not considered related-person transactions

under this policy.

A related party is any executive officer, director or a holder of more than five percent of our common stock,

including any of their immediate family members and any entity owned or controlled by such persons.

the policy, where a transaction has been identified as a related-party transaction, our Chief Compliance Officer must present

information regarding the proposed related-party transaction to our Nominating and Corporate Governance Committee for review.

The presentation must include a description of, among other things, the material facts, the direct and indirect interests of the

related parties, the benefits of the transaction to us and whether any alternative transactions are available.

To identify related-party

transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders.

In considering related-party transactions, our Nominating and Corporate Governance Committee will take into account the relevant

available facts and circumstances including, but not limited to:

whether the transaction

was undertaken in the ordinary course of our business;

whether the related

party transaction was initiated by us or the related party;

whether the transaction

with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could have

been reached with an unrelated third party;

the purpose of,

and the potential benefits to us from the related party transaction;

the approximate

dollar value of the amount involved in the related party transaction, particularly as it relates to the related party;

the related party’s

interest in the related party transaction, and

any other information

regarding the related party transaction or the related party that would be material to investors in light of the circumstances

of the particular transaction.

Nominating and Corporate Governance Committee shall then make a recommendation to the Board, who will determine whether or not

to approve of the related party transaction, and if so, upon what terms and conditions.

In the event a director has an interest

in the proposed transaction, the director must recuse himself or herself from the deliberations and approval.

the last two fiscal years, there have been no related party transactions.

ITEM 13 - CERTAIN

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We have adopted a written

related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and

oversight of “related-party transactions.” For purposes of our policy only, a “related-party transaction” is a

transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related

party” are participants involving an amount that exceeds the lesser of $120,000 of $120,000

or one percent of the average of our total assets at year end for the last two completed fiscal years.

A related party is any executive

officer, director or a holder of more than five percent of our common stock, including any of their immediate family members and any entity

owned or controlled by such persons.

Where a transaction has been

identified as a related-party transaction, our Chief Compliance Officer must present information regarding the proposed related-party

transaction to our Nominating and Corporate Governance Committee for review.

The presentation must include a description of, among other

things, the material facts, the direct and indirect interests of the related parties, the benefits of the transaction to us and whether

any alternative transactions are available.

To identify related-party transactions in advance, we rely on information supplied by our

executive officers, directors and certain significant stockholders.

In considering related-party transactions, our Nominating and Corporate

Governance Committee will take into account the relevant available facts and circumstances including, but not limited to:

whether the transaction was undertaken in the ordinary course of our business;

whether the related party transaction was initiated by us or the related party;

whether the transaction with the related party is proposed to be, or was, entered

into on terms no less favorable to us than terms that could have been reached with an unrelated third party;

the purpose of, and the potential benefits to us from the related party transaction;

the approximate dollar value of the amount involved in the related party transaction,

particularly as it relates to the related party;

the related party’s interest in the related party transaction, and

any other information regarding the related party transaction or the related

party that would be material to investors in light of the circumstances of the particular transaction.

The Nominating and Corporate

Governance Committee shall then make a recommendation to the Board, who will determine whether or not to approve of the related party

transaction, and if so, upon what terms and conditions.

In the event a director has an interest in the proposed transaction, the director

must recuse himself or herself from the deliberations and approval.

During the last two fiscal

years, there have been no related party transactions.

PRINCIPAL ACCOUNTING FEES AND SERVICES

independent registered public accounting firm is EisnerAmper

LLP , Iselin, New Jersey , PCAOB ID:

aggregate fees billed by our independent registered public accounting firm, for professional services rendered for the audit of

our annual financial statements for the years ended December 31, 2021 and 2020, including review of our interim financial statements

as well as registration statement filings with the SEC and comfort letters issued to underwriters were $312,291 and $313,320,

respectively.

Audit-Related

did not incur fees to our independent registered public accounting firm for audit related fees during the fiscal years ended December

31, 2021 and 2020.

and Other Fees

did not incur fees to our independent registered public accounting firm for tax services during the fiscal years ended December

31, 2021 and 2020.

Policies and Procedures

with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all

audit and permissible non-audit services provided by our principal accountants on a case-by-case basis.

Our Audit Committee has

established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants.

Our Audit Committee pre-approves these services by category and service.

Our Audit Committee has pre-approved all of the services

provided by our principal accountants.

15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Our independent registered public accounting firm

is EisnerAmper LLP ,

Iselin, New Jersey ,

(1) Audit Fees

The aggregate fees billed

by our independent registered public accounting firm, for professional services rendered for the audit of our annual financial statements

for the years ended December 31, 2022 and 2021, including review of our interim financial statements as well as registration statement

filings with the SEC and comfort letters issued to underwriters were $383,880 and $312,291, respectively.

(2) Audit-Related Fees

We did not incur fees to our

independent registered public accounting firm for audit related fees during the fiscal years ended December 31, 2022 and 2021.

We did not incur fees to our

independent registered public accounting firm for tax services during the fiscal years ended December 31, 2022 and 2021.

(4) All Other Fees

Pre-Approval Policies and Procedures

Consistent with SEC policies

and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit

services provided by our principal accountants on a case-by-case basis.

Our Audit Committee has established a policy regarding approval

of all audit and permissible non-audit services provided by our principal accountants.

Our Audit Committee pre-approves these services

by category and service.

Our Audit Committee has pre-approved all of the services provided by our principal accountants.

ITEM 15 – EXHIBITS, FINANCIAL

STATEMENT SCHEDULES

Index to Exhibits

Exhibits listed below are identified by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K.

designated by an asterisk (*) are management contracts or compensatory plans or arrangements required to be filed pursuant to

Form of Underwriting Agreement, filed herewith.

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.

The Exhibits listed below

are identified by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K.

The Exhibits designated by an asterisk (*)

are management contracts or compensatory plans or arrangements required to be filed pursuant to Item 15.

EXHIBIT INDEX

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.

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.

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.

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.

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.

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.

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.

Certificate of Designation of Series A Convertible Preferred Stock, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 15, 2019 and incorporated herein by reference.

Form of Certificate of Designation of Series B Convertible Preferred Stock, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on January 17, 2020 and incorporated herein by reference.

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.

Form of Warrant, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on November 14, 2019 and incorporated herein by reference.

Form of Warrant Agency Agreement, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on November 14, 2019 and incorporated herein by reference.

Form of Warrant, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on February 6, 2020 and incorporated herein by reference

Form of Warrant Agency Agreement, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on February 6, 2020 and incorporated herein by reference.

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.

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.

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.

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.

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.

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.

Form of Certificate of Designation of Series A Convertible 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.

Form of Certificate of Designation of Series B Convertible 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.

Certificate of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, filed as an exhibit

to the Current Report on Form 8-K, filed with the Commission on May 16, 2022 and incorporated herein by reference.

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.

Form of Warrant, filed as an exhibit to the Registration Statement on Form S-1,

filed with the Commission on November 14, 2019 and incorporated herein by reference.

Form of Warrant Agency Agreement, filed as an exhibit to the Registration Statement

on Form S-1, filed with the Commission on November 14, 2019 and incorporated herein by reference.

Form of Warrant, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission

on February 6, 2020 and incorporated herein by reference

Form of Warrant Agency Agreement, filed as an exhibit to the Registration Statement on Form S-1, filed with

the Commission on February 6, 2020 and incorporated herein by reference.

Description of Registrant’s Securities, filed herewith.

Tonix Pharmaceuticals Holding Corp.

2012 Amended and Restated Incentive Stock Option Plan, incorporated herein by reference to Appendix B to our Definitive Proxy Statement on Schedule 14A (File No.

000-54879), filed with the Commission on April 3, 2013.*

2012 Amended and Restated Incentive Stock

Option Plan, incorporated herein by reference to Appendix B to our Definitive Proxy Statement on Schedule 14A (File No.

000-54879), filed

with the Commission on April 3, 2013.*

Employment Agreement, between Tonix Pharmaceuticals Holding Corp.

and Seth Lederman, dated February 11, 2014, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 14, 2014 and incorporated herein by reference.*

and Seth Lederman,

dated February 11, 2014, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 14, 2014 and incorporated

herein by reference.*

Tonix Pharmaceuticals Holding Corp.

2014 Stock Incentive Plan, incorporated herein by reference to Annex A to our Definitive Proxy Statement on Schedule 14A (File No.

2014 Stock Incentive Plan, incorporated

herein by reference to Annex A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on May

Lease Amendment and Expansion Agreement, dated February 11, 2014, by and between 509 Madison Avenue Associates, L.P.

and Tonix Pharmaceuticals, Inc., filed as an exhibit to the Annual Report on Form 10-K filed with the Commission on February 27, 2015 and incorporated herein by reference.

Lease Amendment and Expansion Agreement, dated February 11, 2014, by and between

509 Madison Avenue Associates, L.P.

and Tonix Pharmaceuticals, Inc., filed as an exhibit to the Annual Report on Form 10-K filed with

the Commission on February 27, 2015 and incorporated herein by reference.

Employment Agreement, between Tonix Pharmaceuticals Holding Corp.

and Gregory Sullivan, dated June 3, 2014, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on June 3, 2014 and incorporated herein by reference.*

Sullivan, dated June 3, 2014, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on June 3, 2014 and incorporated

herein by reference.*

Tonix Pharmaceuticals Holding Corp.

2016 Stock Incentive Plan, incorporated herein by reference to Annex A to our Definitive Proxy Statement on Schedule 14A (File No.

2016 Stock Incentive Plan, incorporated

herein by reference to Annex A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on March

Tonix Pharmaceuticals Holding Corp.

2017 Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on May 2, 2017.*

2017 Stock Incentive Plan, incorporated

herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on

May 2, 2017.*

Tonix Pharmaceuticals Holding Corp.

2018 Equity Incentive Plan, incorporated herein by reference to our Definitive Proxy Statement on Schedule 14A (File No.

2018 Equity Incentive Plan, incorporated

herein by reference to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on April 19, 2018.*

Purchase Agreement, dated October 18, 2018, between Tonix Pharmaceuticals Holding Corp.

and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on October 24, 2018 and incorporated herein by reference.

Purchase Agreement, dated October 18, 2018, between Tonix Pharmaceuticals Holding

and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on October 24,

2018 and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

2019 Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on March 18, 2019.*

2019 Stock Incentive Plan, incorporated

herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on

March 18, 2019.*

Tonix Pharmaceuticals Holding Corp.

2019 Employee Stock Purchase Plan, incorporated herein by reference to Appendix B to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on March 18, 2019.*

License Agreement, dated May 20, 2019, between Tonix Pharmaceuticals Holding Corp.

and The Trustees of Columbia University in the City of New York, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on August 12, 2019 and incorporated herein by reference.

Purchase Agreement, dated August 20, 2019, between Tonix Pharmaceuticals Holding Corp.

and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on August 23, 2019 and incorporated herein by reference.

Asset Purchase Agreement, dated August 19, 2019, between Tonix Pharmaceuticals Holding Corp.

and TRImaran Pharma, Inc., filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019 and incorporated herein by reference.

First Amended and Restated Exclusive License Agreement, dated August 19, 2019, between Tonix Pharmaceuticals Holding Corp.

and Wayne State University, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019 and incorporated herein by reference.

Exclusive License Agreement, dated September 16, 2019, between Tonix Pharmaceuticals Holding Corp.

and The Trustees of Columbia University in the City of New York, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019 and incorporated herein by reference.

2019 Employee Stock Purchase Plan, incorporated

herein by reference to Appendix B to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on

March 18, 2019.*

License Agreement, dated May 20, 2019, between Tonix Pharmaceuticals Holding

and The Trustees of Columbia University in the City of New York, filed as an exhibit to the Quarterly Report on Form 10-Q filed

with the Commission on August 12, 2019 and incorporated herein by reference.

Purchase Agreement, dated August 20, 2019, between Tonix Pharmaceuticals

Holding Corp.

and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on August

23, 2019 and incorporated herein by reference.

Asset Purchase Agreement, dated August 19, 2019, between Tonix Pharmaceuticals

Holding Corp.

and TRImaran Pharma, Inc., filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November

8, 2019 and incorporated herein by reference.

First Amended and Restated Exclusive License Agreement, dated August 19, 2019,

between Tonix Pharmaceuticals Holding Corp.

and Wayne State University, filed as an exhibit to the Quarterly Report on Form 10-Q filed

with the Commission on November 8, 2019 and incorporated herein by reference.

Exclusive License Agreement, dated September 16, 2019, between Tonix Pharmaceuticals

Holding Corp.

and The Trustees of Columbia University in the City of New York, filed as an exhibit to the Quarterly Report on Form 10-Q

filed with the Commission on November 8, 2019 and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on December 13, 2019.*

2020 Stock Incentive Plan, incorporated

herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on

December 13, 2019.*

Research Collaboration Agreement between Tonix Pharmaceutical, Inc.

and Southern Research Institute, dated November 7, 2018, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 24, 2020 and incorporated herein by reference.

License Agreement, dated May 5, 2020, between Tonix Pharmaceuticals (Canada) Inc.

and The Governors of the University of Alberta, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on August 10, 2020 and incorporated herein by reference.

Asset Purchase Agreement, dated June 11, 2020, between Tonix Pharmaceuticals, Inc.

and Trigemina, Inc., filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on May 12, 2020 and incorporated herein by reference.

Amended and Restated Exclusive License Agreement, dated June 11, 2020, between Tonix Pharmaceuticals, Inc.

and The Board of Trustees of the Leland Stanford Junior University, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on August 10, 2020 and incorporated herein by reference.

Assignment and Agreement, dated June 11, 2020, between Tonix Pharmaceuticals, Inc.

Purchase and Sale Agreement, dated July 1, 2020, between Tonix Pharmaceuticals Holding Corp.

and Seller named therein, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on August 10, 2020 and incorporated herein by reference.

Real Property Purchase and Sale Agreement, dated October 14, 2020, between Tonix Pharmaceuticals Holding Corp.

and the Seller named therein, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on November 9, 2020 and incorporated herein by reference.

Research Institute, dated November 7, 2018, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March

24, 2020 and incorporated herein by reference.

License Agreement, dated May 5, 2020, between Tonix Pharmaceuticals (Canada)

and The Governors of the University of Alberta, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission

on August 10, 2020 and incorporated herein by reference.

Asset Purchase Agreement, dated June 11, 2020, between Tonix Pharmaceuticals,

and Trigemina, Inc., filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on May 12, 2020 and incorporated

herein by reference.

Amended and Restated Exclusive License Agreement, dated June 11, 2020, between

Tonix Pharmaceuticals, Inc.

and The Board of Trustees of the Leland Stanford Junior University, filed as an exhibit to the Quarterly Report

on Form 10-Q, filed with the Commission on August 10, 2020 and incorporated herein by reference.

Assignment and Agreement, dated June 11, 2020, between Tonix Pharmaceuticals,

and The Board of Trustees of the Leland Stanford Junior University, filed as an exhibit to the Quarterly Report on Form 10-Q, filed

with the Commission on August 10, 2020 and incorporated herein by reference.

Purchase and Sale Agreement, dated July 1, 2020, between Tonix Pharmaceuticals

Holding Corp.

and Seller named therein, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on August

10, 2020 and incorporated herein by reference.

Real Property Purchase and Sale Agreement, dated October 14, 2020, between Tonix

Pharmaceuticals Holding Corp.

and the Seller named therein, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission

on November 9, 2020 and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

Amended and Restated 2020 Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on March 30, 2020.*

Amended and Restated 2020 Stock Incentive

Plan, incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with

the Commission on March 30, 2020.*

Employment Agreement, between Tonix Pharmaceuticals Holding Corp.

and Jessica Morris, dated February 23, 2021, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 26, 2021 and incorporated herein by reference.*

Morris, dated February 23, 2021, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 26, 2021

and incorporated herein by reference.*

Employment Agreement, between Tonix Pharmaceuticals Holding Corp.

and Bradley Saenger, dated February 23, 2021, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 26, 2021 and incorporated herein by reference.*

Purchase and Sale Agreement, dated March 5, 2021, between Tonix Pharmaceuticals Holding Corp.

and the Seller named therein, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 15, 2021 and incorporated herein by reference.

License Agreement, dated April 14, 2021, between the Company and OyaGen, Inc., filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on May 10, 2021 and incorporated herein by reference †

Purchase Agreement, dated May 14, 2021, by and between Tonix Pharmaceuticals Holding Corp.

and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 14, 2021 and incorporated herein by reference.

Purchase and Sale Agreement, dated July 26, 2021, between the Company and Southern Research , filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on August 9, 2021 and incorporated herein by reference.

Purchase Agreement, dated December 3, 2021, by and between Tonix Pharmaceuticals Holding Corp.

and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on December 3, 2021 and incorporated herein by reference.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 16, 2016 and incorporated herein by reference.

Saenger, dated February 23, 2021, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 26, 2021

and incorporated herein by reference.*

Purchase and Sale Agreement, dated March 5, 2021, between Tonix Pharmaceuticals

Holding Corp.

and the Seller named therein, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March

15, 2021 and incorporated herein by reference.

License Agreement, dated April 14, 2021, between the Company and OyaGen, Inc.,

filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on May 10, 2021 and incorporated herein by reference

Purchase Agreement, dated May 14, 2021, by and between Tonix Pharmaceuticals

Holding Corp.

and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on

May 14, 2021 and incorporated herein by reference.

Purchase and Sale Agreement, dated July 26, 2021, between the Company and Southern

Research, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on August 9, 2021 and incorporated herein

by reference.

Purchase Agreement, dated August 16, 2022, by and between Tonix Pharmaceuticals

Holding Corp.

and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on August

17, 2022 and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

2022 Employee Stock Purchase Plan, incorporated herein by reference

to Appendix A to our Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 18, 2022.*

Form of Securities Purchase Agreement between Tonix Pharmaceuticals Holding Corp.

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.

Form of Side Letter between Tonix Pharmaceuticals Holding Corp.

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.

Form of Registration Agreement between Tonix Pharmaceuticals Holding Corp.

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.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors,

filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 16, 2016 and incorporated herein by reference.

List of Subsidiaries.

Consent of Independent Registered Public Accounting Firm, filed herewith.

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.

Certification of Chief Financial 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.

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

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.

Certification of Chief Financial 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.

Certifications of Chief Executive Officer and Chief Financial Officer pursuant

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The following materials from Tonix Pharmaceuticals

Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements

of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash

Flows, and (vi) Notes to Consolidated Financial Statements.

The cover page from this Annual Report on Form 10-K,

formatted as Inline XBRL.

† Certain portions of this exhibit,

that are not material and would likely cause competitive harm to the registrant if publicly disclosed, have been redacted pursuant

to Item 601(b)(10) of Regulation S-K.

The following materials from Tonix Pharmaceuticals Holding Corp.’s Annual

Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL (Extensible Business Reporting Language):

(i) the Consolidated

Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated

Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

The cover page from this Annual Report on Form 10-K, formatted as Inline XBRL.

† Certain portions of this exhibit, that

are not material and would likely cause competitive harm to the registrant if publicly disclosed, have been redacted pursuant to Item

601(b)(10) of Regulation S-K.

* Denotes a management compensatory agreement

or arrangement.

to the requirements of Section 13 or 15(d) 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

Pursuant to the requirements

of Section 13 or 15(d) 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.

March 13, 2023

/s/ SETH LEDERMAN

Seth Lederman

Chief Executive Officer (Principal Executive

Chief Executive Officer (Principal Executive Officer)

March 13, 2023

/s/ BRADLEY SAENGER

Bradley Saenger

Chief Financial Officer (Principal Financial

Officer and Principal Accounting Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seth Lederman and Bradley

Saenger, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities,

to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact,

or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated.

Chief Executive Officer, President and Director

(Principal Executive Officer)

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Seth Lederman and Bradley Saenger, jointly and severally,

his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this

Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities

and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes,

may do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

/s/ SETH LEDERMAN

Chief Executive Officer, President and Director (Principal

Executive Officer)

March 13, 2023

Seth Lederman

Chief Financial Officer

(Principal Financial

Officer and Principal Accounting Officer)

/s/ BRADLEY SAENGER

Chief Financial Officer (Principal

Financial Officer and Principal Accounting Officer)

March 13, 2023

Bradley Saenger

/s/ RICHARD BAGGER

March 13, 2023

Richard Bagger

/s/ MARGARET SMITH BELL

March 13, 2023

Margaret Smith Bell

March 14, 2022

/s/ DAVID GRANGE

March 13, 2023

Daniel Goodman

/s/ ADEOYE OLUKOTUN

March 13, 2023

Adeoye Olukotun

/s/ CAROLYN TAYLOR

March 13, 2023

Carolyn Taylor

/s/ JAMES TRECO

March 13, 2023

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.

What changed 10-K

Item 9A. Controls and Procedures