What changed in this filing

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Item 5. Other Information

2023-05-08 compared with 2022-11-07 · 40 added, 47 removed, 10 unchanged (90% of the section changed)

Other Information

25, 2022, we received a letter from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating

that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer

met the requirement to maintain a minimum bid price of $1 per share (the “Minimum Bid Price Requirement”).

In accordance with

Nasdaq listing rules, we have until April 24, 2023 to regain compliance with the Minimum Bid Price Requirement.

In the event we do not

regain compliance during this period, we may be eligible to seek an additional 180 calendar day compliance period if we meet the Nasdaq

continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of

the Minimum Bid Price Requirement, and provide written notice to Nasdaq of our intent to cure the deficiency during this second compliance

Form of Securities Purchase Agreement between Tonix Pharmaceuticals Holding Corp.

and the investors thereto, dated June 22, 2022, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 22, 2022 and incorporated herein by reference.

Form of Registration Rights Agreement between Tonix Pharmaceuticals Holding Corp.

and the investors thereto, dated June 22, 2022, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 22, 2022 and incorporated herein by reference.

Form of Side Letter between Tonix Pharmaceuticals Holding Corp.

and each investor, dated June 22, 2022, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 22, 2022 and incorporated herein by reference.

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.

Form of Certificate of Designation of Series A Convertible Redeemable Preferred Stock , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 25, 2022 and incorporated herein by reference

Form of Certificate of Designation of Series B Convertible Redeemable Preferred Stock , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 25, 2022 and incorporated herein by reference

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 Registration Rights 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 each investor, dated October 25, 2022 , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 25, 2022 and incorporated herein by reference.

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.

Description of Registrant’s Securities, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 14, 2022 and incorporated herein by reference.

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

Articles of Merger between Tamandare Explorations

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.

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.

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 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 16, 2022.

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.

Description of Registrant’s

Securities, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 14, 2022 and incorporated herein

by reference.

Certification of Chief Executive Officer pursuant to Exchange

Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

3 unchanged sentences

XBRL Taxonomy Labels Linkbase Document

XBRL Taxonomy Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Pursuant to the requirements

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.

Taxonomy Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

to the requirements 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.

November 7, 2022

/s/ SETH LEDERMAN

SETH LEDERMAN

Seth Lederman

Chief Executive Officer (Principal Executive Officer)

November 7, 2022

/s/ BRADLEY SAENGER

BRADLEY SAENGER

Chief Financial Officer (Principal Financial Officer

and Principal Accounting Officer)

Bradley Saenger

Financial Officer (Principal Financial Officer

Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information