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Item 5. Other Information

2025-05-12 compared with 2024-11-12 · 48 added, 80 removed, 3 unchanged (98% of the section changed)

Other Information

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).

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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.

Certification of

Chief Executive Financial Officer pursuant to 18 U.S.C.

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

XBRL Instance Document

XBRL Taxonomy Extension

Schema Document

XBRL Taxonomy Calculation

Linkbase Document

XBRL Taxonomy Labels Linkbase Document

XBRL Taxonomy Presentation Linkbase Document

Cover Page Interactive Data File (formatted

as inline XBRL and contained in Exhibit 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

November 12, 2024

Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1

Trading Arrangements

During the fiscal quarter ended March 31, 2025, none of our officers or

directors, as those terms are defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule

10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

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.

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 Pre-Funded Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 18, 2023 and incorporated herein by reference.

Form of Common Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 28, 2023 and incorporated herein by reference.

Form of Pre-Funded Warrant.

filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on December 21, 2023 and incorporated herein by reference.

Form of Series C Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on December 21, 2023 and incorporated herein by reference.

Form of Series D Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on December 21, 2023 and incorporated herein by reference.

Form of Pre-Funded Warrant, filed as an exhibit

to the Current Report on Form 8-K, filed with the Commission on March 29, 2024, and incorporated herein by reference.

Form of Series E Warrant, filed as an exhibit

to the Current Report on Form 8-K, filed with the Commission on March 29, 2024, and incorporated herein by reference.

Form of Pre-Funded Warrant, filed as an exhibit

to the Current Report on Form 8-K, filed with the Commission on June 13, 2024, and incorporated herein by reference.

Form of Pre-Funded Warrant, filed as an exhibit

to the Current Report on Form 8-K, filed with the Commission on June 28, 2024 and incorporated herein by reference.

Form of Pre-Funded Warrant, 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.

Pay-Off Letter, dated February 3, 2025, by and among the Loan Parties, the Lenders and the JGB Agent, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 3, 2025 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, filed herewith.

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, filed herewith.

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, filed herewith.

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.

/s/ SETH LEDERMAN

Seth Lederman

Chief Executive Officer (Principal Executive

November 12, 2024

Chief Executive Officer (Principal Executive Officer)

/s/ BRADLEY SAENGER

Bradley Saenger

Chief Financial Officer (Principal Financial

Principal Accounting Officer)

Chief Financial Officer (Principal Financial Officer

and Principal Accounting Officer)

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

What changed 10-Q

Item 5. Other Information