Item 5. Other Information
Item
5. Other Information
None
of the Company’s directors and officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule
10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2024 (each as defined in Item 408 of Regulation
S-K under the Securities Exchange Act of 1934, as amended).
56
Item
6. Exhibits
2.01
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.
3.01
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.
3.02
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.
3.03
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.
3.04
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.
3.05
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.
3.06
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.
3.07
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.
3.08
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 9, 2023.
4.01
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.
4.02
Form of Pre-Funded
Warrant, dated as of July 9, 2024, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July
10, 2024 and incorporated herein by reference.
57
10.01
Placement Agency
Agreement, dated as of July 9, 2024, between Tonix Pharmaceuticals Holding Corp. and Dawson James Securities Inc., filed as
an exhibit to the Current Report on Form 8-K, filed with the Commission on July 10, 2024 and incorporated herein by reference.
10.02
Warrant Agent Agreement,
dated as of July 10, 2024, between Tonix Pharmaceuticals Holding Corp. and VStock Transfer, filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on July 10, 2024 and incorporated herein by reference.
10.03
Form of Securities
Purchase Agreement, dated as of July 9, 2024, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission
on July 10, 2024 and incorporated herein by reference.
10.04
Sales Agreement,
dated July 30, 2024, by and between Tonix Pharmaceuticals Holdings Corp. and A.G.P./Alliance Global Partners, filed as an
exhibit to the Current Report on Form 8-K, filed with the Commission on July 30, 2024 and incorporated herein by reference.
31.01
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.
31.02
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.
32.01
Certification 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.
32.02
Certification of
Chief Executive Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
101 INS
XBRL Instance Document
101 SCH
XBRL Taxonomy Extension
Schema Document
101 CAL
XBRL Taxonomy Calculation
Linkbase Document
101 LAB
XBRL Taxonomy Labels Linkbase Document
101 PRE
XBRL Taxonomy Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted
as inline XBRL and contained in Exhibit 101)
58
SIGNATURES
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.
TONIX PHARMACEUTICALS HOLDING
CORP.
Date: November 12, 2024
By:
/s/ SETH
LEDERMAN
Seth Lederman
Chief Executive Officer (Principal Executive
Officer)
Date: November 12, 2024
By:
/s/ BRADLEY
SAENGER
Bradley Saenger
Chief Financial Officer (Principal Financial
Officer and
Principal Accounting Officer)
59
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.