Other Information
−Removed: Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1
−Removed: Trading Arrangements
−Removed: During the fiscal quarter ended March 31, 2025, none of our officers or
−Removed: directors, as those terms are defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule
−Removed: 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
+Added: Rule 10b5-1 Trading Arrangements and Non-Rule
+Added: 10b5-1 Trading Arrangements
+Added: On June 20, 2025 , Bradley Saenger ,
+Added: our Chief Financial Officer , adopted a Rule 10b5-1 plan providing for the sale of up to 51,584 shares of the Company’s common stock.
+Added: Pursuant to this plan, Mr.
+Added: Saenger may sell shares of common stock beginning on February 25, 2026, subject to the terms of the agreement, and
+Added: the plan terminates on February 28, 2028 .
+Added: The trading arrangement is intended to satisfy the affirmative defense of rule 10b5-1(c).
+Added: 18, 2025 , Jessica
+Added: Morris , our Chief
+Added: Operating Officer , adopted a Rule
+Added: 10b5-1 plan providing for the sale of up to 19,520
+Added: shares of the Company’s common stock.
+Added: Pursuant to this plan, Ms.
+Added: Morris may sell shares of common stock beginning on February
+Added: 26, 2026, subject to the terms of the agreement, and the plan terminates on December
+Added: The trading arrangement is intended to satisfy the affirmative defense of rule
+Added: directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined
+Added: in Item 408(c) of Regulation S-K) during the quarter ended June 30, 2025.
EXHIBIT INDEX
17 unchanged sentences
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.
−Removed: Form of Pre-Funded Warrant, filed as an exhibit
−Removed: to the Current Report on Form 8-K, filed with the Commission on March 29, 2024, and incorporated herein by reference.
−Removed: Form of Series E Warrant, filed as an exhibit
−Removed: to the Current Report on Form 8-K, filed with the Commission on March 29, 2024, and incorporated herein by reference.
−Removed: Form of Pre-Funded Warrant, filed as an exhibit
−Removed: to the Current Report on Form 8-K, filed with the Commission on June 13, 2024, and incorporated herein by reference.
−Removed: Form of Pre-Funded Warrant, filed as an exhibit
−Removed: to the Current Report on Form 8-K, filed with the Commission on June 28, 2024 and incorporated herein by reference.
−Removed: Form of Pre-Funded Warrant, filed as an exhibit
−Removed: to the Current Report on Form 8-K, filed with the Commission on July 10, 2024 and incorporated herein by reference.
+Added: Form of Pre-Funded Warrant, filed as an exhibit to the Current Report on Form 8-K, filed
+Added: with the Commission on March 29, 2024, and incorporated herein by reference.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Purchase Agreement, dated June 11, 2025, by and between Tonix Pharmaceuticals Holding Corp.
+Added: and Lincoln Park Capital
+Added: Fund, LLC , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 11, 2025, and incorporated herein
+Added: by reference.†
+Added: Registration Rights Agreement, dated June 11, 2025, by and between Tonix
+Added: Pharmaceuticals Holding Corp.
+Added: and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K, filed with the
+Added: Commission on June 11, 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.
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
−Removed: Pursuant to the requirements
−Removed: of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
+Added: portions of this exhibit, that are not material and would likely cause competitive harm to the registrant if publicly disclosed, have
+Added: been redacted pursuant to Item 601(b)(10) of Regulation S-K.
+Added: Pursuant to the requirements of
+Added: 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.
+Added: August 11, 2025
/s/ SETH LEDERMAN
1 unchanged sentence
Chief Executive Officer (Principal Executive Officer)
+Added: August 11, 2025
/s/ BRADLEY SAENGER
3 unchanged sentences
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.