What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 1126 added, 1225 removed, 201 unchanged (92% of the section changed)

3 unchanged sentences

(In Thousands, Except Par Value and Share Amounts)

September 30,

Current assets:

19 unchanged sentences

Stockholders’ equity:

Preferred stock, $ 0.001 par value;

5,000,000 shares authorized, 0 shares designated as of both June 30, 2025, and December 31, 2024;

0 shares issued and outstanding - as of both June 30, 2025 and December 31, 2024

Preferred stock, $ 0.001

shares authorized, 0

shares designated as of both September 30, 2025, and December 31, 2024;

shares issued and outstanding as of both September 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

1,000,000,000 shares authorized;

7,546,276 and 4,385,929 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively

10,168,204 and 4,385,929 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively

Additional paid in capital

3 unchanged sentences

Total liabilities and stockholders’ equity

See the accompanying notes to the condensed consolidated

financial statements

See the accompanying notes to the condensed

consolidated financial statements

TONIX PHARMACEUTICALS HOLDING CORP.

2 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Product revenue, net

4 unchanged sentences

Asset impairment charges

Total operating expenses

Operating loss

(Loss) gain on change in fair value of warrant liabilities

Gain on change in fair value of warrant liabilities

Loss on extinguishment of debt

Interest income, net

Interest income

Interest expense

Other expense, net

2 unchanged sentences

Weighted average common shares outstanding, basic and diluted

See the accompanying notes to the condensed consolidated

financial statements

See the accompanying notes to the condensed

consolidated financial statements

TONIX PHARMACEUTICALS HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE LOSS

(In Thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Other comprehensive loss:

1 unchanged sentence

Comprehensive loss

See the accompanying notes to the condensed consolidated

financial statements

See the accompanying notes to the condensed

consolidated financial statements

TONIX PHARMACEUTICALS HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’

(In Thousands, Except Share and Per Share Amounts)

CONDENSED CONSOLIDATED STATEMENT OF

STOCKHOLDERS’ EQUITY

(In Thousands, Except Share and Per

Share Amounts)

Comprehensive

Balance, December 31, 2024

Issuance of common stock under the At-the-Market agreement, net of transactional expenses of $ 2,182

Repurchase of common stock under share repurchase program, including transactional expenses of $ 8

Issuance of common stock under At-the-Market, net of transactional expenses of $ 2,182

Stock-based compensation

Foreign currency transaction gain

Foreign currency transaction loss

Balance, March 31, 2025

Issuance of common stock, under the At-the-Market agreement, net of transactional expenses of $ 487

Repurchase of common stock under share repurchase program, including transactional expenses of $ 5

Issuance of common stock under At-the-Market, net of transactional expenses of $ 487

Issuance of common stock for 2025 Lincoln Park Transaction commitment shares

Issuance of commitment shares

Stock-based compensation

Foreign currency transaction gain

Foreign currency transaction loss

Balance, June 30, 2025

See the accompanying notes to the

condensed consolidated financial statements

Issuance of common stock under the At-the-Market agreement, net of transactional expenses of $ 2,993

Stock-based compensation

Foreign currency transaction loss

Balance, September 30, 2025

See the accompanying

notes to the condensed consolidated financial statements

TONIX PHARMACEUTICALS HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’

(In Thousands, Except Share and Per Share Amounts)

CONDENSED CONSOLIDATED STATEMENT OF

STOCKHOLDERS’ EQUITY

(In Thousands, Except Share and Per

Share Amounts)

Comprehensive

4 unchanged sentences

Stock-based compensation

Foreign currency transaction gain

Foreign currency transaction loss

Balance, March 31, 2024

4 unchanged sentences

Stock-based compensation

Foreign currency transaction gain

Foreign currency transaction loss

Balance, June 30, 2024

See the accompanying notes to the

condensed consolidated financial statements

Issuance of common stock, net of transactional expenses of $ 557

Issuance of common stock upon exercise of prefunded common warrants

Issuance of common stock under the At-the-Market agreement, net of transactional expenses of $ 1,681

Employee stock purchase plan

Stock-based compensation

Foreign currency transaction loss

Balance, September 30, 2024

See the accompanying

notes to the condensed consolidated financial statements

TONIX PHARMACEUTICALS HOLDING CORP .

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF

(In Thousands)

Six Months Ended June 30,

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Asset impairment charges

Loss on extinguishment of debt

Issuance costs of derivative instruments

Change in fair value of warrant liabilities

1 unchanged sentence

Amortization of debt discount

Loss on extinguishment of debt

Stock-based compensation

Issuance costs from derivative instruments

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Prepaid expenses and other

Accounts payable

7 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Purchase of a business

Deferred payment related to purchase a business

Repurchase of common stock

4 unchanged sentences

Effect of currency rate change on cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash beginning of the period

1 unchanged sentence

Supplemental disclosures of cash flow information:

Interest paid

Interest expense paid

Non-cash financing and investing activities:

At-the-market agreement receivable

Issuance costs from derivative instruments

Net ATM proceeds received after quarter-end

Purchases of property and equipment included in accounts payable and accrued liabilities

See the accompanying notes to the

condensed consolidated financial statements

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

NOTE 1 – BUSINESS

See the accompanying

notes to the condensed consolidated financial statements

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

Pharmaceuticals Holding Corp.

(“Tonix” or the “Company”), through its wholly owned subsidiary Tonix Pharmaceuticals,

(“Tonix Sub”), and its wholly owned commercial subsidiary Tonix Medicines (“Tonix Medicines”), is

a fully- integrated biotechnology company focused on transforming therapies for pain management and vaccines for public health

priority is to advance TNX-102 SL, a product candidate for the management of fibromyalgia, for which a Prescription Drug User

Fee Act (“PDUFA”) goal date of August 15, 2025 has been assigned for a decision on marketing authorization.

Drug Application (“NDA”) for TNX-102 SL was submitted to the U.S.

Food and Drug Administration (“FDA”) based on two statistically

significant Phase 3 studies for the management of fibromyalgia.

In March 2025 the FDA guided that no Advisory Committee Meeting

will be required for this NDA.

The FDA had also granted Fast Track designation to TNX-102 SL for the management of fibromyalgia

which indicates that the FDA views fibromyalgia as a serious condition that remains an unmet medical need.

TNX-102 SL is also

being developed to treat acute stress reaction and acute stress disorder (ASR/ASD) under a Physician-Initiated Investigational

New Drug application (“IND”) at the University of North Carolina in the OASIS study funded by the U.S.

of Defense (“DoD”).

The first patient was enrolled in the ASD/ASR study in May 2025 and topline results are expected

in the second half of 2026.

immunology and immune-oncology pipeline consists of biologics to address organ transplant rejection, autoimmunity and cancer,

including TNX-1500, which is an Fc-modified humanized monoclonal antibody targeting CD40-ligand (CD40L or CD154) being developed

for the prevention of allograft rejection and for the treatment of autoimmune diseases.

In February 2025, Tonix announced positive

topline results from a Phase 1 trial of TNX-1500 which supported proceeding to develop a Phase 2 trial for the prevention of kidney

transplant rejection.

TNX-1700 is a stabilized recombinant version of Trefoil Factor 2 (TFF2) and is in the preclinical stages

of development to treat gastric and colorectal cancers.

Tonix’s infectious disease portfolio includes TNX-801, a vaccine in development

to prevent mpox and smallpox, as well as TNX-4200, a small molecule broad-spectrum antiviral agent targeting CD45 for the prevention

or treatment of infections to improve the medical readiness of military personnel in biological threat environments.

Tonix has a contract

with the DoD’s Defense Threat Reduction Agency (“DTRA”) for up to $ 34 million over five years to develop TNX-4200.

Tonix owns and operates a state-of-the art infectious disease research facility in Frederick, Md.

Tonix Medicines, our commercial subsidiary,

markets Zembrace ® SymTouch ® (sumatriptan injection) 3 mg and Tosymra ® (sumatriptan nasal

spray) 10 mg for the treatment of acute migraine with or without aura in adults.

The consolidated financial statements

include the accounts of Tonix Pharmaceuticals Holding Corp.

and its wholly owned subsidiaries, Tonix Sub, Krele LLC, Tonix Pharmaceuticals

(Canada), Inc., Tonix Medicines, Inc., Jenner Institute LLC, Tonix R&D Center LLC, Tonix Pharma Holdings Limited and Tonix Pharma

Limited (collectively, the “Company” or “Tonix”).

All intercompany balances and transactions have been eliminated

in consolidation.

Going Concern

The accompanying financial statements

have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of

assets and satisfaction of liabilities and commitments in the normal course of business.

The Company has suffered recurring losses from

operations and negative cash flows from operating activities.

At June 30, 2025, the Company had working capital of approximately $ 124.5

At June 30, 2025, the Company had an accumulated deficit of approximately $775.8 million.

The Company held cash and cash equivalents

of approximately $125.3 million as of June 30, 2025.

The Company believes that its

cash resources at June 30, 2025 and the net proceeds of $ 51.5 million that it received from equity offerings in the third quarter of 2025

(See Note 17), will meet its planned operating and capital expenditure requirements into the third quarter of 2026.

These factors raise substantial

doubt about the Company’s ability to continue as a going concern.

The Company continues to face significant challenges and uncertainties

and must obtain additional funding through public and private financing and collaborative arrangements with strategic partners to increase

the funds available to fund operations.

However, the Company may not be able to raise capital on terms acceptable to the Company, or at

Without additional funds, it may be forced to delay, scale back or eliminate some or all of its research and development activities

or other operations, and potentially delay product development in an effort to maintain sufficient funds to continue operations.

of these events occurs, the Company’s ability to achieve development and commercialization goals will be adversely affected and

the Company may be forced to cease operations.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Interim financial statements

The unaudited condensed consolidated

interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United

States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X.

they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the opinion of management,

all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The condensed consolidated

balance sheet as of December 31, 2024, contained herein has been derived from audited financial statements.

Operating results for the

three and six months ended June 30, 2025 are not necessarily indicative of results that may be expected for the year ending December 31,

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements

and notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K, filed with the Securities

and Exchange Commission (“SEC”) on March 18, 2025.

On February 5, 2025, the Company

effected a 1-for-100 reverse stock split of its issued and outstanding shares of common stock.

On June 10, 2024, the Company effected

a 1-for-32 reverse stock split of its issued and outstanding shares of common stock.

The Company accounted for both reverse stock splits

on a retrospective basis pursuant to ASC 260, Earnings Per Share.

All issued and outstanding common stock, common stock warrants, stock

option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retrospective basis,

to reflect the reverse stock splits for all periods presented.

Authorized common and preferred stock were not adjusted because of the

reverse stock splits.

Risks and uncertainties

The Company’s primary

efforts are devoted to conducting research and development of innovative pharmaceutical and biological products to address public health

The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions

to continue for the foreseeable future.

Further, the Company now has commercial products available for sale, and generates revenue from

the sale of its Zembrace SymTouch and Tosymra products, with no assurance that the Company will be able to generate sufficient cash flow

to fund operations from its commercial products or products in development if and when approved.

In addition, there can be no assurance

that the Company’s research and development will be successfully completed or that any product will be approved or commercially

Use of estimates

The preparation of financial statements in accordance with Generally Accepted

Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts

of revenues and expenses during the reporting period.

(“Tonix Sub”), and its wholly owned commercial subsidiary, Tonix Medicines, Inc.

(“Tonix Medicines”), is

a fully-integrated, commercial-stage biotechnology company with marketed products and a pipeline of development candidates.

Tonix’s marketed products include Tonmya TM (cyclobenzaprine

HCl sublingual tablets), a first-in-class, non-opioid analgesic medicine for the treatment of fibromyalgia, for which the Company received approval

in August 2025 by the U.S.

Food and Drug Administration (“FDA”).

Fibromyalgia is a chronic pain condition that affects millions of adults,

the majority of whom are women.

Tonmya is the first new prescription medicine for fibromyalgia approved by the FDA in more than 15 years.

Tonix expects to launch Tonmya in the U.S.

before the end of November 2025.

Tonix also markets two treatments for acute migraine in adults,

Zembrace® SymTouch® (sumatriptan injection) and Tosymra® (sumatriptan nasal spray).

development pipeline is focused on central nervous system (“CNS”) disorders, immunology, immuno-oncology, rare disease

and infectious disease.

Within CNS, TNX-102 SL is being studied to treat acute stress reaction and acute stress disorder under an

Investigator -Initiated Investigational New Drug Application (“IND”) at the University of North Carolina in the OASIS

Phase 2 study funded by the U.S.

Department of Defense (“DoD”).

TNX-102 SL is also in development for major depressive

disorder, with the Company expecting to initiate a potential pivotal Phase 2 study by mid-year 2026, contingent on IND clearance by

Tonix’s immunology development portfolio consists of biologics to address organ transplant rejection, autoimmunity

and cancer, including TNX-1500, which is a dimeric Fc-modified humanized monoclonal antibody targeting CD40-ligand (CD40L or CD154)

being developed for the prevention of kidney transplant rejection and the treatment of autoimmune diseases.

In collaboration with

Massachusetts General Hospital (“MGH”), an open-label Phase 2 study of TNX-1500 is planned to initiate in the first half

of 2026 to evaluate safety and activity in five kidney transplant recipients, contingent on FDA clearance of an

investigator-initiated IND and approval by the institutional review board (“IRB”).

Tonix’s rare disease portfolio

includes TNX-2900, intranasal oxytocin potentiated with magnesium, in development for Prader-Willi syndrome and for which the

Company plans to initiate a Phase 2 study in the second half of 2026.

Tonix’s infectious disease portfolio includes TNX-801

(recombinant horsepox, live virus vaccine), a vaccine in development for prevention of mpox and smallpox.

Tonix is also developing

TNX-4800 (anti-OspA mAb), a long-acting monoclonal antibody for the seasonal prevention of Lyme Disease, and expects to initiate an

adaptive Phase 2/3 study in 2027.

TNX-4800 was licensed from the University of Massachusetts Chan Medical School in 2025.

TNX-4200, for which Tonix has a contract with the U.S.

DoD’s Defense Threat Reduction Agency (“DTRA”) for up to $ 34

million over five years, is a small molecule broad-spectrum antiviral agent targeting CD45 for the prevention or treatment of

infections to improve the medical readiness of military personnel in biological threat environments.

Tonix owns and operates a

state-of-the art research and development facility in Frederick, Maryland.

consolidated financial statements include the accounts of Tonix Pharmaceuticals Holding Corp.

and its wholly owned subsidiaries,

Tonix Sub, Krele LLC, Tonix Pharmaceuticals (Canada), Inc., Tonix Medicines, Jenner Institute LLC, Tonix R&D Center

LLC, Tonix Pharma Holdings Limited and Tonix Pharma Limited (collectively, the “Company” or “Tonix”).

All intercompany balances and transactions have been eliminated in consolidation.

accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern

and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

The Company has suffered recurring losses from operations and negative cash flows from operating activities.

At September 30,

2025, the Company had working capital of approximately $ 187.0 million.

At September 30, 2025, the Company had an accumulated deficit

of approximately $ 807.8 million.

The Company held unrestricted cash and cash equivalents of approximately $ 190.1 million as of

September 30, 2025.

Company believes that its cash resources at September 30, 2025, and the net proceeds of $ 34.7 million that it received from the sale of equity

in the fourth quarter of 2025 (See Note 18), will meet its planned operating and capital expenditure requirements into

the first quarter of 2027.

The Company continues

to face significant challenges and uncertainties and must successfully launch Tonmya and obtain additional funding through public and private financing and collaborative

arrangements with strategic partners to increase the funds available to fund operations.

However, the Company may not be able to

raise capital on terms acceptable to the Company, or at all.

Without the successful product launch of Tonmya and obtaining additional

funds, the Company may be forced to delay, scale back or eliminate some or all of its research and development activities or other

operations, and potentially delay product development in an effort to maintain sufficient funds to continue operations.

of these events occurs, the Company’s ability to achieve development and commercialization goals will be adversely affected

and the Company may be forced to cease operations.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

2 – SIGNIFICANT ACCOUNTING POLICIES

financial statements

unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting

principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions

to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by

GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals)

considered necessary for a fair presentation have been included.

condensed consolidated balance sheet as of December 31, 2024, contained herein has been derived from audited financial statements.

results for the three and nine months ended September 30, 2025 are not necessarily indicative of results that may be expected

for the year ending December 31, 2025.

These condensed consolidated financial statements should be read in conjunction with the

audited consolidated financial statements and notes thereto for the year ended December 31, 2024, included in the Company’s

Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 18, 2025.

February 5, 2025, the Company effected a 1-for-100 reverse stock split of its issued and outstanding shares of common stock.

June 10, 2024, the Company effected a 1-for-32 reverse stock split of its issued and outstanding shares of common stock.

accounted for both reverse stock splits on a retrospective basis pursuant to ASC 260, Earnings Per Share.

All issued and outstanding

common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated

financial statements, on a retrospective basis, to reflect the reverse stock splits for all periods presented.

Authorized common

and preferred stock were not adjusted because of the reverse stock splits.

and uncertainties

The Company’s primary efforts

are devoted to commercializing its approved products and conducting research and development of innovative pharmaceutical and biological

products to address public health challenges.

The Company has experienced net losses and negative cash flows from operations since inception

and expects these conditions to continue for the foreseeable future.

Further, the Company currently generates revenue from the sale of

its commercial products, Zembrace SymTouch and Tosymra.

There is no assurance that the Company will be able to generate sufficient cash

flow to fund operations from the sale of its commercial products or products in development, if and when approved.

In addition, there

can be no assurance that the Company’s research and development will be successfully completed or that any product in development

will be approved or commercially viable.

preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”) requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent

assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting

Actual results could differ from those estimates.

Significant estimates include,

but are not limited to, impairments, provisions for product returns, coupons, rebates, chargebacks, discounts, allowances, inventory realization,

the assumptions used in the fair value of stock-based compensation and other equity instruments, and the percent of completion of research

and development contracts.

Segment Information and Concentrations

Operating segments are defined

as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker

(“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company considers

its chief executive officer to be the Company’s CODM.

The CODM manages its operations and allocates resources based on the Company’s

consolidated results and therefore operates as one segment.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

Segment revenue, profit or loss, significant segment expenses and other

segment items - The accounting policies of the Company’s single operating and reportable segment are the same as those described

in the summary of significant accounting policies.

The Company’s method for measuring segment profitability includes net income

(loss), which the CODM uses to assess performance and make decisions for resource allocation, consistent with the measurement principals

for net income (loss) as reported on the Company’s consolidated statements of operations.

The significant expenses regularly reviewed

by the CODM are consistent with those reported on the Company’s consolidated statements of operations, and expenses are not regularly

reviewed on a more disaggregated basis for purposes of assessing segment performance and deciding how to allocate resources.

The Company has two products that

each accounted for more than 10% of total revenues during the three and six months ended June 30, 2025, and 2024.

These products collectively

accounted for 100 % of revenues during the three and six months ended June 30, 2025, and 2024.

As of June 30, 2025, accounts

receivable from four customers accounted for 26 %, 23 %, 21 %, and 21 % of total accounts receivable.

For the three months ended June 30,

Significant estimates include, but are not limited to, impairments,

provisions for product returns, coupons, rebates, chargebacks, discounts, allowances, inventory realization, the assumptions used

in the fair value of stock-based compensation and other equity instruments, and the percent of completion of research and development

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

Information and Concentrations

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the

chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing

The Company considers its chief executive officer to be the Company’s CODM.

The CODM manages its operations

and allocates resources based on the Company’s consolidated results and therefore operates as one segment.

revenue, profit or loss, significant segment expenses and other segment items - The accounting policies of the Company’s

single operating and reportable segment are the same as those described in the summary of significant accounting policies.

Company’s method for measuring segment profitability includes net income (loss), which the CODM uses to assess performance

and make decisions for resource allocation, consistent with the measurement principals for net income (loss) as reported on the

Company’s consolidated statements of operations.

The significant expenses regularly reviewed by the CODM are consistent

with those reported on the Company’s consolidated statements of operations, and expenses are not regularly reviewed on a

more disaggregated basis for purposes of assessing segment performance and deciding how to allocate resources.

Company has two products that each accounted for more than 10% of total revenues during the three and nine months ended September

30, 2025, and 2024.

These products collectively accounted for 100 % of revenues during the three and nine months ended September

30, 2025, and 2024.

of September 30, 2025, accounts receivable from four customers accounted for 37 %, 33 %, 16 %, and 10 % of total accounts receivable.

For the three months ended September 30, 2025, revenues from five customers accounted for 25 %, 24 %, 22 %, 19 % and 11 % of net product

revenues, respectively.

For the nine months ended September 30, 2025, revenues from five customers accounted for 23 %, 22 %, 21 %,

20 % and 13 % of net product revenues, respectively.

For the three months ended September 30, 2024, revenues from five customers

accounted for 26 %, 23 %, 22 %, 16 % and 10 % of net product revenues, respectively.

For the nine months ended September 30, 2024,

revenues from five customers accounted for 24 %, 24 %, 22 %, 16 % and 12 % of net product revenues, respectively.

For the six months

ended June 30, 2025, revenues from five customers accounted for 22 %, 21 %, 21 %, 18 % and 14 % of net product revenues, respectively.

the three months ended June 30, 2024, revenues from five customers accounted for 27 %, 26 %, 23 %, 18 % and 5 % of net product revenues, respectively.

For the six months ended June 30, 2024, revenues from five customers accounted for 24 %, 24 %, 22 %, 16 % and 13 % of net product revenues,

respectively.

Cash, Cash Equivalents and Restricted Cash

The Company considers cash equivalents

to be those investments which are highly liquid, readily convertible to cash and have an original maturity of three months or less when

At June 30, 2025, and June 30, 2024, cash equivalents, which consisted of money market funds and other cash equivalents, amounted to approximately $ 101.5

million and $ 24,000 , respectively.

Restricted cash, which is included in Other non-current assets on the consolidated balance sheet, at

both June 30, 2025, and December 31, 2024, of approximately $ 0.9 million collateralizes a letter of credit issued in connection with the

lease of office space in Chatham, New Jersey (see Note 15) and restricted cash held by vendors in escrow accounts for patient support

The following table provides a

reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the

total of the same amounts shown in the condensed consolidated statement of cash flows:

(in thousands)

Cash Equivalents and Restricted Cash

Company considers cash equivalents to be those investments which are highly liquid, readily convertible to cash and have an original

maturity of three months or less when purchased.

At September 30, 2025, and September 30, 2024, cash equivalents, which consisted

of money market funds and other cash equivalents, amounted to approximately $ 97.6 million and $ 24,000 , respectively.

cash, which is included in Other non-current assets on the condensed consolidated balance sheets, at September 30, 2025, of approximately

$ 1.3 million collateralizes a letter of credit issued in connection with the lease of office space in Berkley Heights, New Jersey and Chatham,

New Jersey (see Note 17) and restricted cash held by vendors in escrow accounts for patient support services.

Restricted cash

at September 30, 2024, of approximately $ 0.9 million, collateralizes a letter of credit issued in connection with the lease of

office space in Chatham, New Jersey and New York, New York, and restricted cash held by vendors in escrow accounts for patient

support services.

following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated

balance sheets that sum to the total of the same amounts shown in the condensed consolidated statement of cash flows:

Cash and cash equivalents

Restricted cash

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

Accounts Receivable, net

Accounts receivable consists of

amounts due from our wholesale and other third-party distributors and pharmacies and have standard payment terms that generally require

payment within 30 to 90 days.

For certain customers, the accounts receivable for the customer is net of cash discounts, chargebacks and

customer rebates.

We do not adjust our receivables for the effects of a significant financing component at contract inception if we expect

to collect the receivables in one year or less from the time of sale.

We provide reserves against accounts receivable for estimated losses

that may result from a customer’s inability to pay.

Amounts determined to be uncollectible are charged or written-off against the

As of June 30, 2025 and December

31, 2024, the Company did not have an allowance for credit losses, as the Company’s exposure to credit losses is de minimis.

allowance for credit losses is determined based on the financial condition and creditworthiness of customers and the Company considers

economic factors and events or trends expected to affect future collections experience.

Any allowance would reduce the net receivables

to the amount that is expected to be collected.

The payment history of the Company’s customers will be considered in future assessments

of collectability as these patterns are established over a longer period.

Concentration of Credit Risk

Financial instruments that

potentially subject us to concentrations of credit risk include cash and cash equivalents, and receivables.

We attempt to minimize the

risks related to cash and cash equivalents by investing in money market accounts, and we have established guidelines related to credit

ratings and maturities intended to safeguard principal balances and maintain liquidity.

Concentrations of credit risk with respect to

receivables, which are typically unsecured, are somewhat mitigated due to the variety of customers using our products, as well as their

dispersion across different geographic areas.

We monitor the financial performance

and creditworthiness of our customers so that we can properly assess and respond to changes in their credit profile.

We continue to monitor

these conditions and assess their possible impact on our business.

Inventories are recorded at the

lower of cost or net realizable value, with cost determined by the weighted average cost method.

Acquired inventory was valued at estimated

selling price less a reasonable margin.

The Company periodically reviews the composition of inventory in order to identify excess, obsolete,

slow-moving or otherwise non-saleable items taking into account anticipated future sales compared with quantities on hand, and the remaining

shelf life of goods on hand.

If non-saleable items are observed and there are no alternate uses for the inventory, the Company records

a write-down to net realizable value in the period that the decline in value is first recognized.

During the three months ended June 30,

2025 and 2024, the Company recorded write-downs related to Tosymra and Zembrace finished goods inventory of approximately $ 2.3 million

and $ 1.7 million, respectively, based on an assessment of inventory on hand and projected sales.

Although the Company makes every effort to ensure the accuracy of forecasts of future product demand, any significant unanticipated decreases

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

Receivable, net

receivable consists of amounts due from our wholesale and other third-party distributors and pharmacies and have standard payment

terms that generally require payment within 30 to 90 days.

For certain customers, the accounts receivable for the customer is

net of cash discounts, chargebacks and customer rebates.

We do not adjust our receivables for the effects of a significant financing

component at contract inception if we expect to collect the receivables in one year or less from the time of sale.

reserves against accounts receivable for estimated losses that may result from a customer’s inability to pay.

Amounts determined

to be uncollectible are charged or written-off against the reserve.

of September 30, 2025 and December 31, 2024, the Company had $ 30,000 and $ 0 , respectively, as an allowance for credit losses.

An allowance for credit losses is determined based on the financial

condition and creditworthiness of customers and the Company considers economic factors and events or trends expected to affect

future collections experience.

Any allowance would reduce the net receivables to the amount that is expected to be collected.

The payment history of the Company’s customers will be considered in future assessments of collectability as these patterns

are established over a longer period.

Concentration

of Credit Risk

instruments that potentially subject us to concentrations of credit risk include cash and cash equivalents, and receivables.

attempt to minimize the risks related to cash and cash equivalents by investing in money market accounts, and we have established

guidelines related to credit ratings and maturities intended to safeguard principal balances and maintain liquidity.

Concentrations

of credit risk with respect to receivables, which are typically unsecured, are somewhat mitigated due to the variety of customers

using our products, as well as their dispersion across different geographic areas.

monitor the financial performance and creditworthiness of our customers so that we can properly assess and respond to changes

in their credit profile.

We continue to monitor these conditions and assess their possible impact on our business.

are recorded at the lower of cost or net realizable value, with cost determined by the weighted average cost method.

inventory was valued at estimated selling price less a reasonable margin.

The Company periodically reviews the composition of

inventory in order to identify excess, obsolete, slow-moving or otherwise non-saleable items taking into account anticipated future

sales compared with quantities on hand, and the remaining shelf life of goods on hand.

If non-saleable items are observed and there

are no alternate uses for the inventory, the Company records a write-down to net realizable value in the period that the decline in

value is first recognized.

During the three months ended September 30, 2025 and 2024, the Company recorded write-downs related to

Tosymra and Zembrace finished goods inventory of approximately ($ 0.1 ) million and $ 0.3 million, respectively.

During the nine months

ended September 30, 2025 and 2024, the Company recorded write-downs related to Tosymra and Zembrace finished goods inventory of

approximately $ 1.3 million and $ 2 .0 million, respectively, based on an assessment of inventory on hand and projected sales.

the Company makes every effort to ensure the accuracy of forecasts of future product demand, any significant unanticipated decreases

in demand could have a material impact on the carrying value of inventories and reported operating results.

Property and equipment

Property and equipment are stated

at cost, less accumulated depreciation.

Depreciation and amortization is calculated using the straight-line method over the asset’s

estimated useful life, which ranges from 20 to 40 years for buildings, 15 years for land improvements and laboratory equipment, three

years for computer assets, five years for furniture and all other equipment and the shorter of the useful life or term of lease for leasehold

improvements.

Depreciation and amortization on assets begin when the asset is placed in service.

Depreciation and amortization expense

for the three months ended June 30, 2025, and 2024 was $ 0.5 million and $ 0.9 million, respectively.

Depreciation and amortization expense

for the six months ended June 30, 2025, and 2024 was $ 1 .0 million and $ 1.9 million, respectively.

The Company’s property and

equipment is located in the United States.

Intangible assets, net

Intangible assets deemed to have

finite lives are carried at acquisition-date fair value less accumulated amortization and impairment, if any.

Finite-lived intangible

assets consisted of developed technology intangible assets acquired in connection with the acquisition of certain products from Upsher

Smith Laboratories, LLC (“Upsher Smith”) consummated on June 30, 2023 (See Note 5).

The acquired intangible assets were amortized

using the straight-line method over the estimated useful lives of the respective assets.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2025 AND 2024 (UNAUDITED)

Amortization expense for the three

and six months ended June 30, 2024, was $ 0.2 million and $ 0.5 million, respectively.

The Company recorded a full impairment of its developed technology

assets during the second quarter of 2024, therefore there is no amortization for the three and six months ended June 30, 2025.

Impairment testing of long-lived assets

The Company evaluates long-lived assets for impairment, including property

and equipment, finite-lived intangibles assets and operating lease right-to-use assets whenever events or changes in circumstances indicate

that their net book value may not be recoverable.

When such factors and circumstances exist, the Company compares the projected undiscounted

future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying

Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or

discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

For the six months ended

June 30, 2025, the Company concluded that no impairment existed.

During the three months ended

June 30, 2024, the Company identified certain triggering events related to its decommissioned Advance Development Center in Dartmouth, Massachusetts (“ADC”).

The Company determined

that the carrying value of the ADC was not recoverable and that the carrying value exceeded its fair value.

As such, the Company recorded

a non-cash impairment charge of $ 48.8 million, which is reflected in asset impairment charges in the consolidated statements of operations

for the three and six months ended June 30, 2024.

Additionally, due to a sustained

decline in revenues and continued delays in building out the sales team for its commercialized products, the Company also tested its commercialized

products asset group for recoverability as of June 30, 2024.

The Company determined that the carrying value was not recoverable and therefore

estimated the fair value of the asset group using a discounted cash flow analysis.

As the carrying value of the asset group significantly

exceeded its fair value, the Company recorded a full non-cash impairment charge of $ 9.2 million, consisting of $ 6.2 million and $ 3 .0 million

for the Zembrace and Tosymra developed technology intangible assets, respectively, which is reflected in asset impairment charges in the

consolidated statements of operations for the three and six months ended June 30, 2024.

Goodwill represents the excess

of the aggregate purchase price over the fair value of the net tangible and intangible assets acquired in a business combination.

is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount

of goodwill may be impaired.

The Company previously recognized goodwill in connection with the USL Acquisition consummated on June 30,

2023 (See Note 5).

The Company completed the required annual impairment test for goodwill as of June 30, 2024, which resulted in full

non-cash impairment of the Company’s $ 965,000 of goodwill, which is reflected in asset impairment charges in the consolidated statements

of operations for the three and six months ended June 30, 2024.

The Company determines if an arrangement

is, or contains, a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”) assets, operating

lease liabilities, current and operating lease liabilities, noncurrent in the Company’s consolidated balance sheets.

represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make

lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

As the Company’s leases do not provide an implicit rate, the Company uses an incremental

borrowing rate based on the information available at the transition date and subsequent lease commencement dates in determining the present

value of lease payments.

This is the rate the Company would have to pay if borrowing on a collateralized basis over a similar term to

The operating lease ROU asset excludes lease incentives.

The Company’s lease terms may include options to extend or

terminate the lease when it is reasonably certain that the Company will exercise that option.

Lease expense for lease payments made under

operating leases is recognized on a straight-line basis over the lease term.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

Deferred financing costs

Deferred financing costs represent

the cost of obtaining financing arrangements and are amortized over the term of the related debt agreement using the effective interest

Deferred financing costs related to term debt arrangements are reflected as a direct reduction of the related debt liability on

the condensed consolidated balance sheet.

Amortization of deferred financing costs are included in interest expense on the consolidated statements

of operations.

Original issue discount

Certain term debt issued by the

Company provides the debt holder with an original issue discount.

Original issue discounts are reflected as a direct reduction of the

related debt liability on the consolidated balance sheets and are amortized over the term of the related debt agreement using the effective

interest method.

Amortization of original issue discounts are included in interest expense on the consolidated statements of operations.

Revenue Recognition

The Company records and recognizes

revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration

to which the Company expects to be entitled in exchange for those goods or services.

The Company’s revenues primarily result from

contracts with customers, which are generally short-term and have a single performance obligation - the delivery of product.

The Company’s

performance obligation to deliver products is satisfied at the point in time that the goods are received by the customer, which is when

the customer obtains title to and has the risks and rewards of ownership of the products, which is generally upon shipment or delivery

to the customer as stipulated by the terms of the sale agreements.

The transaction price is the amount of consideration to which the Company

expects to be entitled in exchange for transferring promised goods to a customer.

The consideration promised in a contract with a customer

may include fixed amounts, variable amounts, or both.

and equipment

and equipment are stated at cost, less accumulated depreciation.

Depreciation and amortization is calculated using the straight-line

method over the asset’s estimated useful life, which ranges from 20 to 40 years for buildings, 15 years for land improvements

and laboratory equipment, three years for computer assets, five years for furniture and all other equipment and the shorter of

the useful life or term of lease for leasehold improvements.

Depreciation and amortization on assets begin when the asset is placed

Depreciation and amortization expense for the three months ended September 30, 2025, and 2024 was $ 0.4 million and

$ 0.5 million, respectively.

Depreciation and amortization expense for the nine months ended September 30, 2025, and 2024 was $ 1.4

million and $ 2.4 million, respectively.

The Company’s property and equipment is located in the United States.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

assets deemed to have finite lives are carried at acquisition-date fair value less accumulated amortization and impairment, if

Finite-lived intangible assets consisted of developed technology intangible assets acquired in connection with the acquisition

of certain products from Upsher Smith Laboratories, LLC (“Upsher Smith”) consummated on June 30, 2023 (See Note 5).

The acquired intangible assets were amortized using the straight-line method over the estimated useful lives of the respective

Amortization expense for the three and nine months ended September 30, 2024, was $ 0 million and $ 0.5 million, respectively.

The Company recorded a full impairment of its developed technology assets during the second quarter of 2024, therefore there is

no amortization for the three and nine months ended September 30, 2025.

testing of long-lived assets

Company evaluates long-lived assets for impairment, including property and equipment, finite-lived intangibles assets and

operating lease right-to-use assets whenever events or changes in circumstances indicate that their net book value may not be

When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows

associated with the related asset or group of assets over their estimated useful lives against their respective carrying

Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when

available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is

For the three and nine months ended September 30, 2025, the Company concluded that no impairment existed.

the three months ended June 30, 2024, the Company identified certain triggering events related to its decommissioned Advance Development

Center in Dartmouth, Massachusetts (“ADC”).

The Company determined that the carrying value of the ADC was not recoverable

and that the carrying value exceeded its fair value.

As such, the Company recorded a non-cash impairment charge of $ 48.8 million,

which is reflected in asset impairment charges in the consolidated statements of operations for the nine months ended September

Additionally,

due to a sustained decline in revenues and continued delays in building out the sales team for its commercialized products, the

Company also tested its commercialized products asset group for recoverability as of June 30, 2024.

The Company determined that

the carrying value was not recoverable and therefore estimated the fair value of the asset group using a discounted cash flow

As the carrying value of the asset group significantly exceeded its fair value, the Company recorded a full non-cash

impairment charge of $ 9.2 million, consisting of $ 6.2 million and $ 3 .0 million for the Zembrace and Tosymra developed technology

intangible assets, respectively, which is reflected in asset impairment charges in the consolidated statements of operations for

the nine months ended September 30, 2024.

represents the excess of the aggregate purchase price over the fair value of the net tangible and intangible assets acquired in

a business combination.

Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances

indicate that the carrying amount of goodwill may be impaired.

The Company previously recognized goodwill in connection with the

USL Acquisition consummated on June 30, 2023.

The Company completed the required annual impairment test for goodwill

as of June 30, 2024, which resulted in full non-cash impairment of the Company’s $ 965,000 of goodwill, which is reflected

in asset impairment charges in the consolidated statements of operations for the nine months ended September 30, 2024.

Company determines if an arrangement is, or contains, a lease at inception.

Operating leases are included in operating lease right-of-use

(“ROU”) assets, operating lease liabilities, current and operating lease liabilities, noncurrent in the Company’s

consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and

lease liabilities represent its obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities

are recognized at commencement date based on the present value of lease payments over the lease term.

As the Company’s leases

do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the transition

date and subsequent lease commencement dates in determining the present value of lease payments.

This is the rate the Company

would have to pay if borrowing on a collateralized basis over a similar term to each lease.

The operating lease ROU asset excludes

lease incentives.

The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain

that the Company will exercise that option.

Lease expense for lease payments made under operating leases is recognized on a straight-line

basis over the lease term.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

financing costs

financing costs represent the cost of obtaining financing arrangements and are amortized over the term of the related debt agreement

using the effective interest method.

Deferred financing costs related to term debt arrangements are reflected as a direct reduction

of the related debt liability on the condensed consolidated balance sheet.

Amortization of deferred financing costs are included

in interest expense on the consolidated statements of operations.

Company records and recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an

amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Company’s revenues primarily result from contracts with customers, which are generally short-term and have a single performance

obligation - the delivery of product.

The Company’s performance obligation to deliver products is satisfied at the point

in time that the goods are received by the customer, which is when the customer obtains title to and has the risks and rewards

of ownership of the products, which is generally upon shipment or delivery to the customer as stipulated by the terms of the sale

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring

promised goods to a customer.

The consideration promised in a contract with a customer may include fixed amounts, variable amounts,

Our contractual payment terms are typically 30 to 90 days .

Revenues from product sales, net

of gross-to-net deductions, are recorded only to the extent a significant reversal in the amount of cumulative revenue recognized is not

probable of occurring and when the uncertainty associated with gross-to-net deductions is subsequently resolved.

Taxes assessed by governmental

authorities and collected from customers are excluded from product sales.

Shipping and handling activities are considered to be fulfillment

activities and not a separate performance obligation.

Many of the Company’s products

sold are subject to a variety of deductions.

Revenues are recognized net of estimated rebates and chargebacks, cash discounts, distributor

fees, sales return provisions and other related deductions.

Deductions to product sales are referred to as gross-to-net deductions and

are estimated and recorded in the period in which the related product sales occur.

Accruals for these provisions are presented in the

consolidated financial statements as reductions to gross sales in determining net sales, and as a contra asset within accounts receivable,

net (if settled via credit) and other current liabilities (if paid in cash).

Amounts recorded for revenue deductions can result from a

complex series of judgements about future events and uncertainties and can rely heavily on estimates and assumptions.

The following section

briefly describes the nature of the Company’s provisions for variable consideration and how such provisions are estimated:

Chargebacks - The Company

sells a portion of its products indirectly through wholesaler distributors, and enters into specific agreements with these indirect customers

to establish pricing for the Company’s products, and in-turn, the indirect customers and entities independently purchase these products.

Because the price paid by the indirect customers and/or entities is lower than the price paid by the wholesaler, the Company provides

a credit, called a chargeback, to the wholesaler for the difference between the contractual price with the indirect customers and the

wholesale customer’s purchase price.

The Company’s provision for chargebacks is based on expected sell-through levels by the

Company’s wholesale customers to the indirect customers and estimated wholesaler inventory levels as well as historical chargeback

The Company continually monitors its reserve for chargebacks and adjusts the reserve accordingly when expected chargebacks differ

from actual experience.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

Rebates - The Company participates

in certain government and specific sales rebate programs which provides discounted prescription drugs to qualified recipients, and primarily

relate to Medicaid and managed care rebates in the U.S., pharmacy rebates, Tri-Care rebates and discounts, specialty pharmacy program

fees and other governmental rebates or applicable allowances.

Managed Care Rebates are processed in the quarter following the quarter in which they are earned.

The managed care reporting entity submits utilization data after the end of the quarter and the Company processes the payment in accordance with contract terms.

from product sales, net of gross-to-net deductions, are recorded only to the extent a significant reversal in the amount of cumulative

revenue recognized is not probable of occurring and when the uncertainty associated with gross-to-net deductions is subsequently

Taxes assessed by governmental authorities and collected from customers are excluded from product sales.

handling activities are considered to be fulfillment activities and not a separate performance obligation.

of the Company’s products sold are subject to a variety of deductions.

Revenues are recognized net of estimated rebates

and chargebacks, cash discounts, distributor fees, sales return provisions and other related deductions.

Deductions to product

sales are referred to as gross-to-net deductions and are estimated and recorded in the period in which the related product sales

Accruals for these provisions are presented in the consolidated financial statements as reductions to gross sales in determining

net sales, and as a contra asset within accounts receivable, net (if settled via credit) and other current liabilities (if paid

Amounts recorded for revenue deductions can result from a complex series of judgements about future events and uncertainties

and can rely heavily on estimates and assumptions.

The following section briefly describes the nature of the Company’s provisions

for variable consideration and how such provisions are estimated:

- The Company sells a portion of its products indirectly through wholesaler distributors, and enters into specific agreements

with these indirect customers to establish pricing for the Company’s products, and in-turn, the indirect customers and entities

independently purchase these products.

Because the price paid by the indirect customers and/or entities is lower than the price

paid by the wholesaler, the Company provides a credit, called a chargeback, to the wholesaler for the difference between the contractual

price with the indirect customers and the wholesale customer’s purchase price.

The Company’s provision for chargebacks

is based on expected sell-through levels by the Company’s wholesale customers to the indirect customers and estimated wholesaler

inventory levels as well as historical chargeback rates.

The Company continually monitors its reserve for chargebacks and adjusts

the reserve accordingly when expected chargebacks differ from actual experience.

- The Company participates in certain government and specific sales rebate programs which provides discounted prescription

drugs to qualified recipients, and primarily relate to Medicaid and managed care rebates in the U.S., pharmacy rebates, Tri-Care

rebates and discounts, specialty pharmacy program fees and other governmental rebates or applicable allowances.

Care Rebates are processed in the quarter following the quarter in which they are earned.

The managed care reporting entity

submits utilization data after the end of the quarter and the Company processes the payment in accordance with contract terms.

All rebates earned but not paid are estimated by the Company according to historical payments trended for market growth assumptions.

Medicaid and State Agency rebates are based upon historical experience of claims submitted by various states.

The Company monitors Medicaid legislative changes to determine what impact such legislation may have on the provision for Medicaid rebates.

The accrual of State Agency reserves is based on historical payment rates.

There is an approximate three-month lag from the time of product sale until the rebate is paid.

Tri-Care represents a regionally managed health care program for active duty and retired members, dependents and survivors of the US military.

The Tri-Care program supplements health care resources of the US military with civilian health care professionals for greater access and quality healthcare coverage.

Through the Tri-Care program, the Company provides pharmaceuticals on a direct customer basis.

Prices of pharmaceuticals sold under the Tri-Care program are pre-negotiated and a reserve amount is established to represent the proportionate rebate amount associated with product sales.

Coverage Gap refers to the Medicare prescription drug program and represents specifically the period between the initial Medicare Part D prescription drug program coverage limit and the catastrophic coverage threshold.

Applicable pharmaceutical products sold during this coverage gap timeframe are discounted by the Company.

Since the nature of the program is that coverage limits are reset at the beginning of the calendar year;

the payments escalate each quarter as the participants reach the coverage limit before reaching the catastrophic coverage threshold.

The Company has determined that the cost of this reserve will be viewed as an annual cost.

Therefore, the accrual will be incurred evenly during the year with quarterly review of the liability based on payment trends and any revision to the projected annual cost.

Prompt-Pay and other Sales

Discounts - The Company provides for prompt pay discounts, which early payments are recorded as a reduction of revenue and as a reduction

in the accounts receivable at the time of sale based on the customer’s contracted discount rate.

Consumer sales discounts represent

programs the Company has in place to reduce costs to the patient.

This includes copay buy down and eVoucher programs.

Product Returns - Consistent

with industry practice, the Company offers customers a right to return any unused product.

The customer’s right of return commences

typically six months prior to product expiration date and ends one year after product expiration date.

Products returned for expiration

are reimbursed at current wholesale acquisition cost or indirect contract price.

The Company estimates the amount of its product sales

that may be returned by the Company’s customers and accrues this estimate as a reduction of revenue in the period the related product

revenue is recognized.

The Company estimates products returns as a percentage of sales to its customers.

The rate is estimated by using

historical sales information, including its visibility and estimates into the inventory remaining in the distribution channel.

are made to the current provision for returns when data suggests product returns may differ from original estimates.

Research and Development Costs

The Company outsources certain

of its research and development efforts and expenses these costs as incurred, including the cost of manufacturing products for testing,

as well as licensing fees and costs associated with planning and conducting clinical trials.

The value ascribed to patents and other intellectual

property acquired has been expensed as research and development costs, as such property is related to particular research and development

projects and had no alternative future uses.

The Company estimates its

expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical

site agreements in connection with conducting clinical trials.

TONIX PHARMACEUTICALS HOLDING CORP.

and State Agency rebates are based upon historical experience of claims submitted by various states.

The Company monitors

Medicaid legislative changes to determine what impact such legislation may have on the provision for Medicaid rebates.

accrual of State Agency reserves is based on historical payment rates.

There is an approximate three-month lag from the time

of product sale until the rebate is paid.

represents a regionally managed health care program for active duty and retired members, dependents and survivors of the US

The Tri-Care program supplements health care resources of the US military with civilian health care professionals

for greater access and quality healthcare coverage.

Through the Tri-Care program, the Company provides pharmaceuticals on a

direct customer basis.

Prices of pharmaceuticals sold under the Tri-Care program are pre-negotiated and a reserve amount is

established to represent the proportionate rebate amount associated with product sales.

PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

The financial terms of these contracts

are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which

materials or services are provided under such contracts.

The Company accounts for trial expenses according to the timing of various aspects

of the trial.

The Company determines accrual estimates taking into account discussion with applicable personnel and outside service providers

as to the progress or state of consummation of trials, or the services completed.

During the course of a clinical

trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates.

The Company makes estimates of

its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time.

The Company’s

clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party

Government Grants

SEPTEMBER 30,

2025 AND 2024 (UNAUDITED)

Gap refers to the Medicare prescription drug program and represents specifically the period between the initial Medicare Part

D prescription drug program coverage limit and the catastrophic coverage threshold.

Applicable pharmaceutical products sold

during this coverage gap timeframe are discounted by the Company.

Since the nature of the program is that coverage limits

are reset at the beginning of the calendar year;

the payments escalate each quarter as the participants reach the coverage

limit before reaching the catastrophic coverage threshold.

The Company has determined that the cost of this reserve will be

viewed as an annual cost.

Therefore, the accrual will be incurred evenly during the year with quarterly review of the liability

based on payment trends and any revision to the projected annual cost.

and other Sales Discounts - The Company provides for prompt pay discounts, which early payments are recorded as a reduction

of revenue and as a reduction in the accounts receivable at the time of sale based on the customer’s contracted discount

Consumer sales discounts represent programs the Company has in place to reduce costs to the patient.

This includes copay

buy down and eVoucher programs.

Returns - Consistent with industry practice, the Company offers customers a right to return any unused product.

The customer’s

right of return commences typically six months prior to product expiration date and ends one year after product expiration date.

Products returned for expiration are reimbursed at current wholesale acquisition cost or indirect contract price.

estimates the amount of its product sales that may be returned by the Company’s customers and accrues this estimate as a

reduction of revenue in the period the related product revenue is recognized.

The Company estimates products returns as a percentage

of sales to its customers.

The rate is estimated by using historical sales information, including its visibility and estimates

into the inventory remaining in the distribution channel.

Adjustments are made to the current provision for returns when data

suggests product returns may differ from original estimates.

and Development Costs

Company outsources certain of its research and development efforts and expenses these costs as incurred, including the cost of

manufacturing products for testing, as well as licensing fees and costs associated with planning and conducting clinical trials.

The value ascribed to patents and other intellectual property acquired has been expensed as research and development costs, as

such property is related to particular research and development projects and had no alternative future uses.

Company estimates its expenses resulting from its obligations under contracts with vendors, clinical research organizations and

consultants and under clinical site agreements in connection with conducting clinical trials.

financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment

flows that do not match the periods over which materials or services are provided under such contracts.

The Company accounts for

trial expenses according to the timing of various aspects of the trial.

The Company determines accrual estimates taking into account

discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the

services completed.

the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates.

The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to

it at that time.

The Company’s clinical trial accruals are dependent upon the timely and accurate reporting of contract

research organizations and other third-party vendors.

time to time, the Company may enter into arrangements with governmental entities for the purpose of obtaining funding for research

6 unchanged sentences

accounting for government grants.

Under IAS 20, government grants are initially recognized when there is reasonable assurance

the conditions of the grant will be met and the grant will be received.

After initial recognition, government grants received

are recognized in earnings in the same period the underlying costs for which the grant is intended to compensate are incurred.

The Company classifies government grants received under these arrangements as either a reduction to the related research and development

expense or as grant income in the consolidated statements of operations, depending on the fee structure of the arrangement.

The Company also applies the disclosure requirements of ASC 832, Government Assistance.

In August 2022, the Company

received a Cooperative Agreement grant from the National Institute on Drug Abuse (“NIDA”), part of the National Institutes

of Health, to support the development of its TNX-1300 product candidate for the treatment of cocaine intoxication.

During the three and six months

ended June 30, 2025, the Company recorded $ 0.6 million in funding as a reduction of related research and development expense, of which all is included

in prepaid expenses and other current assets .

During the three and six months ended June 30, 2024, the Company received $ 0.2 million and $ 0.5 million, respectively, in funding as a reduction

of related research and development expense.

In June 2024, the Company

was awarded a prototype Other Transaction Agreement from the Defense Threat Reduction Agency (“DTRA”), an agency within the

Department of Defense, to fund the Company’s TNX-4200 program for the development of a small molecule broad-spectrum antiviral

for the prevention or treatment of viral infections to improve the medical readiness of military personnel in biological threat environments.

The DTRA grant provides for payments totaling up to $ 34.1 million over five years, which is subject to adjustment based on costs, scope,

budget, and other factors as the program advances.

Funding under the DTRA grant is earned and recognized under a cost-plus-fixed-fee arrangement

in which the Company is reimbursed for all direct costs incurred plus allowable indirect costs and a fixed fee.

During the three

and six months ended June 30, 2025, $1.1 million and $2.0 million, respectively, was recognized in grant income related to the DTRA grant.

As of June 30, 2025, $ 0.7 million of the grant income, included above, was earned but not yet received and is presented in prepaid expenses

and other current assets.

No grant income was received during the three and six months ended June 30, 2024.

Stock-based Compensation.

All stock-based payments to employees

and to nonemployees for their services, including grants of restricted stock units (“RSUs”), and stock options, are measured

at fair value on the grant date and recognized in the consolidated statements of operations as compensation expense over the requisite

service period.

The Company accounts for share-based awards in accordance with the provisions of the Accounting Standards Codification

(“ASC”) 718, Compensation – Stock Compensation.

Foreign Currency Translation

Operations of the Company’s

Canadian subsidiary, Tonix Pharmaceuticals (Canada), Inc., are conducted in local currency, which represents its functional currency.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met

and the grant will be received.

After initial recognition, government grants received are recognized in earnings in the same period

the underlying costs for which the grant is intended to compensate are incurred.

The Company classifies government grants received

under these arrangements as either a reduction to the related research and development expense or as grant income in the consolidated

statements of operations, depending on the fee structure of the arrangement.

The Company also applies the disclosure requirements

of ASC 832, Government Assistance.

August 2022, the Company received a Cooperative Agreement grant from the National Institute on Drug Abuse (“NIDA”),

part of the National Institutes of Health, to support the development of its TNX-1300 product candidate for the treatment of cocaine

intoxication.

During the three and nine months ended September 30, 2025, the Company recorded $ 0 and $ 0.6 million in funding as

a reduction of related research and development expense .

During the three and nine months ended September 30, 2024, the Company

received $ 0.6 million and $ 1.1 million, respectively, in funding as a reduction of related research and development expense.

June 2024, the Company was awarded a prototype Other Transaction Agreement from the Defense Threat Reduction Agency (“DTRA”),

an agency within the U.S.

Department of Defense, to fund the Company’s TNX-4200 program for the development of a small molecule

broad-spectrum antiviral for the prevention or treatment of viral infections to improve the medical readiness of military personnel

in biological threat environments.

The DTRA grant provides for payments totaling up to $ 34.1 million over five years, which is

subject to adjustment based on costs, scope, budget, and other factors as the program advances.

Funding under the DTRA grant is

earned and recognized under a cost-plus-fixed-fee arrangement in which the Company is reimbursed for all direct costs incurred

plus allowable indirect costs and a fixed fee.

During the three and nine months ended September 30, 2025, $ 1.0 million and

$ 2.9 million, respectively, was recognized in grant income related to the DTRA grant.

As of September 30, 2025, $ 1 .0 million of

the grant income, included above, was earned but not yet received and is presented in Prepaid expenses and other current assets .

During the three and nine months ended September 30, 2024, $ 1.7 million was recognized in grant income related to the DTRA grant.

stock-based payments to employees and to nonemployees for their services, including grants of restricted stock units (“RSUs”),

and stock options, are measured at fair value on the grant date and recognized in the consolidated statements of operations as

compensation expense over the requisite service period.

The Company accounts for share-based awards in accordance with the provisions

of the Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation.

Currency Translation

of the Company’s Canadian subsidiary, Tonix Pharmaceuticals (Canada), Inc., are conducted in local currency, which represents

its functional currency.

dollar is the functional currency of the other foreign subsidiaries.

Balance sheet accounts of the Canadian subsidiary were translated

from foreign currency into U.S.

dollars at the exchange rate in effect at the balance sheet date and income statement accounts were translated

at the average rate of exchange prevailing during the period.

Translation adjustments resulting from this process were included in accumulated

other comprehensive loss on the consolidated balance sheets.

Comprehensive Income (Loss)

Comprehensive income (loss) is

defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources.

It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners.

comprehensive income (loss) represents foreign currency translation adjustments.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

Deferred income tax assets and

liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences

between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates.

The Company records a valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income

tax assets will be realized.

The Company recognizes a tax benefit

from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities,

based on the technical merits of the position.

The tax benefits recognized in the consolidated financial statements from such a position

are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

30, 2025, the Company has not recorded any unrecognized tax benefits.

The Company’s policy is to recognize interest and penalties

accrued on any unrecognized tax benefits as a component of income tax expense.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was

enacted in the United States.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions

of the Tax Cuts and Jobs Act, and the restoration of favorable tax treatment for certain business provisions.

The legislation has

multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently

assessing the impact on its condensed consolidated financial statements.

Derivative Instruments and Warrant Liabilities

The Company evaluates all of its

financial instruments, including issued warrants to purchase common stock under ASC 815 – Derivatives and Hedging, to determine

if such instruments are derivatives or contain features that qualify as embedded derivatives (See Note 13).

For derivative financial instruments

that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each

reporting date, with changes in the fair value reported in the consolidated statements of operations.

The Company uses the Black-Scholes

option pricing model to value the derivative instruments at inception and subsequent valuation dates, which is adjusted for instrument-specific

terms as applicable.

From time to time, certain equity-linked

instruments may be classified as derivative liabilities due to the variable exercise price of the shares to fully settle the equity-linked

financial instruments in shares.

In such case, the Company has adopted a sequencing approach under ASC 815-40, Derivatives and Hedging

- Contracts in Entity’s Own Equity to determine the classification of its contracts at issuance and at each subsequent reporting

In the event that reclassification

of contracts between equity and assets or liabilities is necessary, the Company first allocates remaining authorized shares to equity

on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest issuance date receiving the first allocation

In the event of identical issuance dates, shares are then allocated to equity beginning with instruments with the latest maturity

The classification of derivative

instruments is reassessed at each reporting date.

If the classification changes as a result of events during a reporting period, the instrument

is reclassified as of the date of the event that caused the reclassification.

There is no limit on the number of times a contract may

be reclassified.

During the three and six months ended June 30, 2025, the Company recorded

$ 2 .0 million in issuance costs related to the equity line of credit with Lincoln Park Capital Fund, LLC (“Lincoln Park”).

These costs were expensed, and are included in other expense, net on the condensed consolidated statement of operations, as the equity

line qualified as a derivative instrument.

The Company evaluated the contract that includes the right to require Lincoln

Park to purchase shares of Common Stock in the future (“purchased put right”) considering the guidance in ASC 815-40, and

concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting

as a derivative asset (liability).

The Company has analyzed the terms of the purchased put right and has concluded that it had insignificant

value as of June 30, 2025.

Per Share Data

The computation of basic and diluted

loss per share for the quarters ended June 30, 2025 and 2024 excludes potentially dilutive securities when their inclusion would be anti-dilutive,

or if their exercise prices were greater than the average market price of the common stock during the period.

All warrants issued participate

on a one-for-one basis with common stock in the distribution of dividends, if and when declared by the Board of Directors, on the Company’s

common stock.

For purposes of computing EPS, these warrants are considered to participate with common stock in earnings of the Company.

Balance sheet accounts

of the Canadian subsidiary were translated from foreign currency into U.S.

dollars at the exchange rate in effect at the balance

sheet date and income statement accounts were translated at the average rate of exchange prevailing during the period.

adjustments resulting from this process were included in accumulated other comprehensive loss on the consolidated balance sheets.

Comprehensive

Income (Loss)

Comprehensive

income (loss) is defined as the change in equity of a business during a period from transactions and other events and circumstances

from non-owners sources.

It includes all changes in equity during a period except those resulting from investments by owners and

distributions to owners.

Other comprehensive income (loss) represents foreign currency translation adjustments.

income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards

and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured

at the current enacted tax rates.

The Company records a valuation allowance on its deferred income tax assets if it is not more

likely than not that these deferred income tax assets will be realized.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will

be sustained on examination by taxing authorities, based on the technical merits of the position.

The tax benefits recognized

in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than

50% likelihood of being realized upon ultimate settlement.

As of September 30, 2025, the Company has not recorded any unrecognized

tax benefits.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a

component of income tax expense.

July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes

significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, and the restoration

of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions

effective in 2025 and others implemented through 2027.

The Company assessed the changes and concluded that they were not material.

Instruments and Warrant Liabilities

Company evaluates all of its financial instruments, including issued warrants to purchase common stock under ASC 815 – Derivatives

and Hedging, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives (See Note

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded

at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements

of operations.

The Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent

valuation dates, which is adjusted for instrument-specific terms as applicable.

time to time, certain equity-linked instruments may be classified as derivative liabilities due to the variable exercise price

of the shares to fully settle the equity-linked financial instruments in shares.

In such case, the Company has adopted a sequencing

approach under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity to determine the classification of

its contracts at issuance and at each subsequent reporting date.

the event that reclassification of contracts between equity and assets or liabilities is necessary, the Company first allocates

remaining authorized shares to equity on the basis of the earliest issuance date of potentially dilutive instruments, with the

earliest issuance date receiving the first allocation of shares.

In the event of identical issuance dates, shares are then allocated

to equity beginning with instruments with the latest maturity date first.

classification of derivative instruments is reassessed at each reporting date.

If the classification changes as a result of events

during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification.

is no limit on the number of times a contract may be reclassified.

During the three and nine months ended September 30, 2025,

the Company recorded $ 0 and $ 2.0 million, respectively, in issuance costs related to the equity line of credit with Lincoln Park

Capital Fund, LLC (“Lincoln Park”).

These costs were expensed, and are included in other expense, net on the condensed

consolidated statement of operations, as the equity line qualified as a derivative instrument.

Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of Common Stock in the future

(“purchased put right”) considering the guidance in ASC 815-40, and concluded that it is an equity-linked contract

that does not qualify for equity classification, and therefore requires fair value accounting as a derivative asset (liability).

The Company has analyzed the terms of the purchased put right and has concluded that it had insignificant value as of September

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

computation of basic and diluted loss per share for the quarters ended September 30, 2025 and 2024 excludes potentially dilutive

securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price

of the common stock during the period.

warrants issued participate on a one-for-one basis with common stock in the distribution of dividends, if and when declared by

the Board of Directors, on the Company’s common stock.

For purposes of computing EPS, these warrants are considered to participate

with common stock in earnings of the Company.

Therefore, the Company calculates basic and diluted EPS using the two-class method.

Under the two-class method, net income for the period

is allocated between common stockholders and participating securities according to dividends declared and participation rights in undistributed

Prefunded warrants are assumed exercised on date of issuance and are included in the basic EPS calculation.

No income was allocated

to the warrants for the three and six months ended June 30, 2025, and 2024, as results of operations were a loss for the periods.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

Potentially dilutive securities

excluded from the computation of basic and diluted net loss per share, as of June 30, 2025 and 2024, are as follows:

Warrants to purchase common stock

Options to purchase common stock

Under the two-class method, net income for the period is allocated between common stockholders and participating securities according

to dividends declared and participation rights in undistributed earnings.

Prefunded warrants are assumed exercised on date of

issuance and are included in the basic EPS calculation.

No income was allocated to the warrants for the three and nine months

ended September 30, 2025, and 2024, as results of operations were a loss for the periods.

dilutive securities excluded from the computation of basic and diluted net loss per share, as of September 30, 2025 and 2024,

are as follows:

Warrants to purchase common

Options to purchase

Adopted and Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued

ASU 2023-09, Improvements to Income Tax Disclosures, which requires entities to disclose disaggregated information about their effective

tax rate reconciliations as well as expanded information on income taxes by jurisdiction.

The standard is effective for fiscal years beginning

after December 15, 2024 on a prospective basis.

The Company discloses its income tax rate reconciliation in its annual consolidated financial

statements only and does not expect the adoption to have a material impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2024, the SEC adopted

new rules relating to the disclosure of a range of climate-change-related physical and transition risks, data, and opportunities.

adopted rule contains several new disclosure obligations, including, (i) disclosure on how the board of directors and management oversee

climate-related risks and certain climate-related governance items, (ii) disclosure of information related to a registrant’s climate-related

targets, goals, and/or transition plans, and (iii) disclosure on whether and how climate-related events and transition activities impact

line items above a threshold amount on a registrant’s consolidated financial statements, including the impact of the financial estimates

and the assumptions used.

This new rule will first be effective in the Company’s disclosures for the year ending December 31, 2027.

The Company is in the process of assessing the impact on our consolidated financial statements and disclosures.

In November 2024, the FASB issued

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, to improve transparency

in financial reporting by requiring entities to present more detailed information about the nature of expenses included within the Income

The guidance will first be effective for annual reporting periods beginning after December 15, 2026, and interim reporting

periods beginning after December 15, 2027.

Adopted Accounting Pronouncements

November 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires entities to disclose disaggregated

information about their effective tax rate reconciliations as well as expanded information on income taxes by jurisdiction.

standard is effective for fiscal years beginning after December 15, 2024 on a prospective basis.

The Company discloses its income

tax rate reconciliation in its annual consolidated financial statements only and does not expect the adoption to have a material

impact on its consolidated financial statements.

Issued Accounting Pronouncements

March 2024, the SEC adopted new rules relating to the disclosure of a range of climate-change-related physical and transition

risks, data, and opportunities.

The adopted rule contains several new disclosure obligations, including, (i) disclosure on how

the board of directors and management oversee climate-related risks and certain climate-related governance items, (ii) disclosure

of information related to a registrant’s climate-related targets, goals, and/or transition plans, and (iii) disclosure on

whether and how climate-related events and transition activities impact line items above a threshold amount on a registrant’s

consolidated financial statements, including the impact of the financial estimates and the assumptions used.

This new rule will

first be effective in the Company’s disclosures for the year ending December 31, 2027.

The Company is in the process of

assessing the impact on our consolidated financial statements and disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation

Disclosures, to improve transparency in financial reporting by requiring entities to present more detailed information about

the nature of expenses included within the Income Statement.

The guidance will first be effective for annual reporting periods

beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is in the process of assessing the impact of ASU 2024-03

on our financial statements.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

NOTE 3 – INVENTORY

The components of inventory consisted

of the following (in thousands):

(in thousands)

The Company is in the process of assessing the impact of ASU 2024-03 on our financial statements.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

3 – INVENTORY

components of inventory consisted of the following (in thousands):

Raw Materials

2 unchanged sentences

Total Inventory

NOTE 4 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted

of the following (in thousands):

(in thousands)

4 – PROPERTY AND EQUIPMENT, NET

and equipment, net consisted of the following (in thousands):

Property and equipment, net:

Land improvements

Office furniture and equipment

Office furniture

and equipment

Laboratory equipment

Leasehold improvements

Property and equipment gross

Accumulated depreciation and amortization

Property and equipment, net

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

The following table provides the

gross carrying amount and accumulated amortization for each major class of intangible asset:

(in thousands)

Property and equipment,

5 – GOODWILL AND INTANGIBLE ASSETS

following table provides the gross carrying amount and accumulated amortization for each major class of intangible asset:

Intangible assets subject to amortization

Developed technology

Impairment charge

Accumulated amortization

Intangible assets not subject to amortization Internet domain rights

Total intangible assets, net

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

NOTE 6 – FAIR VALUE MEASUREMENTS

Fair value measurements affect

the Company’s accounting for certain of its financial assets.

Fair value is defined as the price that would be received to sell

an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured

according to a hierarchy that includes:

Observable inputs, such as quoted prices in active markets.

Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.

Level 2 assets and liabilities include debt securities with quoted market prices that are traded less frequently than exchange-traded instruments.

This category includes U.S.

assets not subject to amortization Internet domain rights

Total intangible

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

6 – FAIR VALUE MEASUREMENTS

value measurements affect the Company’s accounting for certain of its financial assets.

Fair value is defined as the price

that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants

at the measurement date and is measured according to a hierarchy that includes:

inputs, such as quoted prices in active markets.

other than quoted prices in active markets, that are observable either directly or indirectly.

Level 2 assets and liabilities

include debt securities with quoted market prices that are traded less frequently than exchange-traded instruments.

This category

includes U.S.

government agency-backed debt securities and corporate-debt securities.

Unobservable inputs in which there is little or no market data.

As of June 30, 2025, and December

31, 2024, the Company used Level 1 quoted prices in active markets to value cash equivalents of $ 101.5 million and $ 24,000 , respectively.

The Company did not have any Level 2 or Level 3 assets or liabilities as of June 30, 2025.

The Company received stockholder approval to increase the number of authorized shares on January 25, 2024, at which time

previous liability classified Series D Warrants and the Series C Warrants met all requirements for equity classification, and,

as a result, the Company reclassified them to equity as of January 25, 2024.

The Company used the Black-Scholes

option pricing model to estimate the fair value of the Series D Warrants and the Series C Warrants using significant unobservable inputs,

which represent Level 3 measurements within the fair value hierarchy.

For periods prior to the receipt of stockholder approval, the fair

value was then adjusted by applying a discount for lack of marketability (“DLOM”) based on the expected timing of receipt

of stockholder approval to increase the number of authorized shares and to allow the Warrants to become exercisable in accordance with

Nasdaq Listing Rule 5635.

Additionally, between April 1, 2024 and May 22, 2024, Level 3 liabilities included a portion of the Company’s

outstanding August 2023 Warrants, Series A Warrants, Series B Warrants, Series C Warrants, and Series D Warrants (collectively, the “Existing

Warrants”), as a result of certain Warrant Amendments entered into upon the closing of an equity financing on April 1, 2024, which

provided for adjustments to the exercise prices of the Existing Warrants, contingent on approval by the Company’s stockholders of

a proposal to allow the Existing Warrants to become exercisable in accordance with Nasdaq Listing Rule 5635.

The Company determined that

the exercise price adjustment provision that is contingent on stockholder approval precluded the Existing Warrants from being indexed

to the Company’s own stock, and therefore were reclassified to liabilities at post-modification fair value on April 1, 2024.

the Company received stockholder approval on May 22, 2024, thereby reducing the exercise prices of each of the Existing Warrants to $ 10.56

per share, the Existing Warrants met all requirements for equity classification and the Company reclassified them to equity as of May

To estimate the fair value of the Existing Warrants on the reclassification dates, the Company used a Black-Scholes option pricing

model, probability weighted for different scenarios as applicable.

The following table summarizes

the range of significant assumptions used in determining the fair value of liability-classified warrants on

the respective reclassification dates for the three and six months ended June 30, 2024:

Three months ended

Six months ended

June 30, 2024

Common stock price

6.080 - 9.888

Risk-free rate

4.39 % - 5.37 %

4.01 % - 5.37 %

Expected term (in years)

Expected volatility

105.00 % - 120.00 %

Discount for lack of marketability

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

A reconciliation of the beginning

and ending balances for the liability-classified warrants measured at fair value on a recurring basis using significant unobservable inputs

(Level 3) is as follows for the three and six months ended June 30, 2024:

Warrant liabilities

inputs in which there is little or no market data.

of September 30, 2025, and December 31, 2024, the Company used Level 1 quoted prices in active markets to value cash equivalents

of $ 97.6 million and $ 24,000 , respectively.

The Company did not have any Level 2 or Level 3 assets or liabilities as of September

The Company received stockholder approval to increase the number of authorized shares on January 25, 2024, at which

time previous liability classified Series D Warrants and the Series C Warrants met all requirements for equity classification,

and, as a result, the Company reclassified them to equity as of January 25, 2024.

Company used the Black-Scholes option pricing model to estimate the fair value of the Series D Warrants and the Series C Warrants

using significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.

For periods prior

to the receipt of stockholder approval, the fair value was then adjusted by applying a discount for lack of marketability (“DLOM”)

based on the expected timing of receipt of stockholder approval to increase the number of authorized shares and to allow the Warrants

to become exercisable in accordance with Nasdaq Listing Rule 5635.

Additionally, between April 1, 2024 and May 22, 2024,

Level 3 liabilities included a portion of the Company’s outstanding August 2023 Warrants, Series A Warrants, Series B Warrants,

Series C Warrants, and Series D Warrants (collectively, the “Existing Warrants”), as a result of certain Warrant Amendments

entered into upon the closing of an equity financing on April 1, 2024, which provided for adjustments to the exercise prices of

the Existing Warrants, contingent on approval by the Company’s stockholders of a proposal to allow the Existing Warrants

to become exercisable in accordance with Nasdaq Listing Rule 5635.

The Company determined that the exercise price adjustment provision

that is contingent on stockholder approval precluded the Existing Warrants from being indexed to the Company’s own stock,

and therefore were reclassified to liabilities at post-modification fair value on April 1, 2024.

After the Company received stockholder

approval on May 22, 2024, thereby reducing the exercise prices of each of the Existing Warrants to $ 10.56 per share, the Existing

Warrants met all requirements for equity classification and the Company reclassified them to equity as of May 22, 2024.

the fair value of the Existing Warrants on the reclassification dates, the Company used a Black-Scholes option pricing model,

probability weighted for different scenarios as applicable.

following table summarizes the range of significant assumptions used in determining the fair value of liability-classified warrants

on the respective reclassification dates for the nine months ended September 30, 2024:

term (in years)

Discount for lack

of marketability

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

reconciliation of the beginning and ending balances for the liability-classified warrants measured at fair value on a

recurring basis using significant unobservable inputs (Level 3) is as follows for the three and nine months ended September

Balance at December 31, 2023

Fair value - mark to market adjustment

Warrants reclassified from liabilities to equity

Warrants reclassified

from liabilities to equity

Balance at March

1 unchanged sentence

Fair value - mark to market adjustment

Warrants reclassified from liabilities to equity

Warrants reclassified

from liabilities to equity

Balance at June

the three and six months ended June 30, 2024, the Company recognized a change in fair value resulting in a loss of $0.9 million

Warrants reclassified from equity to liabilities

Fair value - mark to market adjustment

Warrants reclassified

from liabilities to equity

Balance at September

the three and nine months ended September 30, 2024, the Company recognized a change in fair value resulting in a loss of $ 0 million

and gain of $ 6.2 million, respectively, related to the liability-classified warrants prior to meeting the criteria for equity

classification.

There were no liability-classified

warrants measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three or six months ended

June 30, 2025.

Changes in the fair value of the liability-classified warrants are recognized as a separate component in the consolidated

statement of operations.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

NOTE 7 – OTHER BALANCE SHEET INFORMATION

Components of selected captions

in the consolidated balance sheets consist of:

were no liability-classified warrants measured at fair value on a recurring basis using significant unobservable inputs (Level

3) for the three or nine months ended September 30, 2025.

Changes in the fair value of the liability-classified warrants are recognized

as a separate component in the consolidated statement of operations.

7 – OTHER BALANCE SHEET INFORMATION

of selected captions in the consolidated balance sheets consist of:

Prepaid expenses and other current assets:

(in thousands)

Contract-related

2 unchanged sentences

Non-trade receivables

Debt interest and fees

Debt interest and

Prefunded launch

Professional fees

Accrued expenses and other current liabilities:

Contract-related

Compensation and compensation-related

Gross-to-net deductions

Professional fees and other

and compensation-related

fees and other

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

8 – DEBT FINANCING

Long-term debt consists of the

debt consists of the following:

current portion

Total long-term debt

unamortized debt discount and deferred financing costs

Total long-term debt, net

debt discount and deferred financing costs

Total long-term

December 8, 2023, the Company entered into a Loan and Guaranty Agreement (the “Loan Agreement”) by and among the Company,

Krele LLC, Tonix Pharmaceuticals, Inc., Jenner and Tonix R&D Center (collectively, the “Loan Parties”), with JGB Capital,

LP, JGB Partners, LP, JGB (Cayman) Port Ellen Ltd., and any other lender from time to time party hereto (collectively, the “Lenders”),

and JGB Collateral LLC, as administrative agent and collateral agent for the Lenders (in such capacity, “JGB Agent”) for

a 36 -month term loan (the “Term Loan”) in the aggregate principal amount of $ 11 .0 million, with a maturity date of December

8, 2026 (the “Maturity Date”).

The Term Loan was funded with an original issue discount of 9 % of the principal amount of

the Term Loan, or $ 1 .0 million, which was amortized over the term of the debt as an adjustment to the effective interest rate on

the outstanding borrowings.

Borrowings under the Term Loan

carried interest at a fluctuating rate equal to the greater of (i) the prime rate as defined in the Loan Agreement plus 3.5 % and (ii)

Krele LLC, Tonix Pharmaceuticals, Inc., Jenner and Tonix R&D Center (collectively, the “Loan Parties”), with JGB

Capital, LP, JGB Partners, LP, JGB (Cayman) Port Ellen Ltd., and any other lender from time to time party hereto (collectively,

the “Lenders”), and JGB Collateral LLC, as administrative agent and collateral agent for the Lenders (in such capacity,

“JGB Agent”) for a 36 -month term loan (the “Term Loan”) in the aggregate principal amount of $ 11.0 million,

with a maturity date of December 8, 2026 (the “Maturity Date”).

The Term Loan was funded with an original issue discount

of 9 % of the principal amount of the Term Loan, or $ 1.0 million, which was amortized over the term of the debt as an adjustment

to the effective interest rate on the outstanding borrowings.

under the Term Loan carried interest at a fluctuating rate equal to the greater of (i) the prime rate as defined in the Loan Agreement

plus 3.5 % and (ii) 12 %.

Interest was payable monthly in arrears commencing in December 2023.

In connection with the Term Loan, the Company deposited into

a reserve account $ 1.8 million to be used exclusively to fund interest payments related to the Term Loan.

The remaining deposit as of

December 31, 2024 totaled $ 0.2 million, which was reflected in Prepaid expenses and other current assets on the consolidated balance sheet.

In connection with the Term Loan,

the Company deposited into a reserve account $ 1.8 million to be used exclusively to fund interest payments related to the Term

The remaining deposit as of December 31, 2024 totaled $ 0.2 million, which was reflected in Prepaid expenses and other current

assets on the consolidated balance sheet.

on March 8, 2024 and continuing monthly through the Maturity Date, the outstanding principal was due and payable in monthly installments

of $ 0.2 million, with the final remaining balance of unpaid principal and interest due and payable on the Maturity Date.

the Company paid a monthly collateral monitoring charge equal to 0.23 % of the outstanding principal amount of the term loan as

of the date of payment.

The Company incurred $ 1.1 million in issuance costs, which was amortized over the term of the debt

as an adjustment to the effective interest rate on the outstanding borrowings.

Loan Agreement provided for voluntary prepayments of the Term Loan, in whole or in part, subject to a prepayment premium.

Term Loan was secured by first priority security interests in the Company’s R&D Center in Frederick, Maryland, the Advanced

Development Center in North Dartmouth, Massachusetts, and substantially all of the relevant deposit accounts.

the first quarter of 2025, the Company paid $ 9.6 million as a result of a pay-off of the above-mentioned loan.

The pay-off amount

paid by the Company in connection with the termination of the Loan Agreement was pursuant to a pay-off letter and includes a prepayment

fee of $ 1.0 million in accordance with the terms and provisions of the Loan Agreement.

In connection with the pay-off of the loan,

the Company incurred a loss on extinguishment of the debt amounting to $ 0 and $ 2.1 million, respectively, during the three and

nine months ended September 30, 2025.

9 – STOCKHOLDERS’ EQUITY

February 5, 2025, the Company effected a 1-for-100 reverse stock split of its issued and outstanding shares of common stock, whereby

559,044,486 outstanding shares of the Company’s common stock were exchanged for 5,590,667 shares of the Company’s

common stock.

All per share amounts and number of shares in the consolidated financial statements and related notes have been

retroactively restated to reflect the reverse stock split.

As a result of the reverse-stock-split, on February 20, 2025, the Company’s

stock regained compliance with the minimum bid price requirement of $ 1.00 per share for continued listing on the NASDAQ Capital

Market, as set forth in NASDAQ Listing Rule 5550(a)(2).

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

Commencing on March 8, 2024 and

continuing monthly through the Maturity Date, the outstanding principal was due and payable in monthly installments of $ 0.2 million, with

the final remaining balance of unpaid principal and interest due and payable on the Maturity Date.

In addition, the Company paid a monthly

collateral monitoring charge equal to 0.23 % of the outstanding principal amount of the term loan as of the date of payment.

incurred $ 1.1 million in issuance costs, which was amortized over the term of the debt as an adjustment to the effective interest rate

on the outstanding borrowings.

The Loan Agreement provided

for voluntary prepayments of the Term Loan, in whole or in part, subject to a prepayment premium.

The Term Loan was secured by first priority

security interests in the Company’s R&D Center in Frederick, Maryland, the Advanced Development Center in North Dartmouth, Massachusetts,

and substantially all of the relevant deposit accounts.

During the first

quarter of 2025, the Company paid $ 9.6

million as a result of a pay-off of the above-mentioned loan.

The pay-off amount paid by the Company in connection with the

termination of the Loan Agreement was pursuant to a pay-off letter and includes a prepayment fee of $ 1 .0

million in accordance with the terms and provisions of the Loan Agreement.

In connection with the pay-off of the loan, the Company

incurred a loss on extinguishment of the debt amounting to $ 0 and $ 2.1

million, respectively, during the three and six months ended June 30, 2025.

NOTE 9 – STOCKHOLDERS’ EQUITY

On February 5, 2025, the Company

effected a 1-for-100 reverse stock split of its issued and outstanding shares of common stock, whereby 559,044,486 outstanding shares

of the Company’s common stock were exchanged for 5,590,667 shares of the Company’s common stock.

All per share amounts and

number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the reverse stock

As a result of the reverse-stock-split, on February 20, 2025, the Company’s stock regained compliance with the minimum bid

price requirement of $ 1.00 per share for continued listing on the NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5550(a)(2).

On February 20, 2025,

the Company received a letter from The NASDAQ Stock Market LLC stating that because the Company’s shares had a closing bid price

at or above $ 1.00 per share for a minimum of 10 consecutive business days, the Company’s stock had regained compliance with the

minimum bid price requirement of $ 1.00 per share for continued listing on the NASDAQ Capital Market, as set forth in NASDAQ Listing Rule

5550(a)(2), and that the matter is now closed.

NOTE 10 – REVENUES

Disaggregation of Net Revenues

The Company’s net product revenues are summarized

Three months ended

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

10 – REVENUES

Disaggregation

of Net Revenues

Company’s net product revenues are summarized below:

Zembrace Symtouch

Total product revenues

Six months ended

Total product

Zembrace Symtouch

Total product revenues

Gross-to-Net Sales Accruals

We record gross-to-net sales accruals

for chargebacks, rebates, sales and other discounts, and product returns, which are all customary to the pharmaceutical industry.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

Our provision for gross-to-net

allowances was $ 5.8 million at June 30, 2025, $ 0.5 million of which was recorded as a reduction to accounts receivable and $ 5.3 million

recorded as a component of accrued expenses.

Our provision for gross-to-net allowances was $ 4.3 million at June 30, 2024, $ 0.6 million

of which was recorded as a reduction to accounts receivable and $ 3.7 million recorded as a component of accrued expenses.

NOTE 11 – ASSET PURCHASE AGREEMENT WITH UPSHER-SMITH

On June 30, 2023, the Company

completed the acquisition of certain assets from Upsher Smith related to Zembrace SymTouch (sumatriptan injection) 3 mg (“Zembrace”)

and Tosymra (sumatriptan nasal spray) 10 mg (“Tosymra”) products (such businesses collectively, the “Business”)

and certain inventory related to the Business for an aggregate purchase price of approximately $ 26.5 million, including certain deferred

payments (such transaction, the “USL Acquisition”).

The Company paid the $ 3 .0 million deferred payment to Upsher Smith in

has assumed certain obligations of Upsher Smith, including the payment of quarterly royalty payments on annual net sales from the Business

Total product

Sales Accruals

record gross-to-net sales accruals for chargebacks, rebates, sales and other discounts, and product returns, which are all customary

to the pharmaceutical industry.

provision for gross-to-net allowances was $ 7.0 million at September 30, 2025, of which $ 0.7 million was recorded as a reduction

to accounts receivable and $ 6.3 million was recorded as a component of accrued expenses.

Our provision for gross-to-net allowances

was $ 4.8 million at September 30, 2024, of which $ 1.0 million was recorded as a reduction to accounts receivable and $ 3.8 million

was recorded as a component of accrued expenses.

11 – ASSET PURCHASE AGREEMENT WITH UPSHER-SMITH

June 30, 2023, the Company completed the acquisition of certain assets from Upsher Smith related to Zembrace SymTouch (sumatriptan

injection) 3 mg (“Zembrace”) and Tosymra (sumatriptan nasal spray) 10 mg (“Tosymra”) products (such businesses

collectively, the “Business”) and certain inventory related to the Business for an aggregate purchase price of approximately

$ 26.5 million, including certain deferred payments (such transaction, the “USL Acquisition”).

The Company paid the

$ 3 .0 million deferred payment to Upsher Smith in April 2024.

Company has assumed certain obligations of Upsher Smith, including the payment of quarterly royalty payments on annual net sales

from the Business in the U.S.

for Tosymra, 4 % for net sales of $ 0 to $ 30 million, 7 % of net sales of $ 30 to $ 75 million;

9 % for net sales of

$ 75 to $ 100 million;

9 % for net sales of $ 75 to $ 100 million;

12 % for net sales of $ 100 to $ 150 million;

and 15 % for net sales greater than $ 150 million.

Royalty payments with

respect to Tosymra are payable until the expiration or termination of the product’s Orange Book listed patent(s) with respect to

the United States or, outside the United States, the expiration of the last valid claim covering the product in the relevant country of

the territory.

For Zembrace,

royalty payments on annual net sales in the U.S.

are 3 % for net sales of $ 0 to $ 30 million, 6 % of net sales of $ 30 to $ 75 million;

Royalty payments with respect to Tosymra are payable until the expiration or termination of the product’s Orange Book listed

patent(s) with respect to the United States or, outside the United States, the expiration of the last valid claim covering the

product in the relevant country of the territory.

Zembrace, royalty payments on annual net sales in the U.S.

are 3 % for net sales of $ 0 to $ 30 million, 6 % of net sales of $ 30 to

$ 75 million;

12 % for net sales of $ 75 to $ 100 million;

16 % for net sales of greater than $ 100 million.

Such royalty payments are payable until July 19,

Upon the entry of a generic version of the relevant product, the applicable royalty rates shall be reduced by 90 % percent with respect

to Zembrace, and by 66.7 % percent for Tosymra.

Prior to Purchaser or a licensee filing an application for marketing authorization for

either of the products in a permitted country outside the U.S., the parties will negotiate in good faith the royalty payment rates annual

net sales tiers that will apply for such country, based on the market opportunity for the product in such country.

If the parties fail

to agree, then the royalty payment rates and annual net sales tiers described above will apply.

the Company has assumed the obligation to pay an additional 3 % royalty on net sales of Tosymra, plus an additional 3 % if a patent containing

certain claims related to Tosymra issues in the U.S., for 15 years from the first commercial sale of Tosymra in the applicable country

or for as long as the manufacture, use or sale of Tosymra in such country is covered by a valid claim of a licensed patent, and up to

$ 15 million per Tosymra product on the achievement of sales milestones.

NOTE 12 – SALE AND PURCHASE OF COMMON STOCK

Such royalty payments were

payable until July 19, 2025.

Upon the entry of a generic version of the relevant product, the applicable royalty rates shall be

reduced by 90 % percent with respect to Zembrace, and by 66.7 % percent for Tosymra.

Prior to Purchaser or a licensee filing an

application for marketing authorization for either of the products in a permitted country outside the U.S., the parties will negotiate

in good faith the royalty payment rates annual net sales tiers that will apply for such country, based on the market opportunity

for the product in such country.

If the parties fail to agree, then the royalty payment rates and annual net sales tiers described

above will apply.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

addition, the Company has assumed the obligation to pay an additional 3 % royalty on net sales of Tosymra, plus an additional 3 %

if a patent containing certain claims related to Tosymra issues in the U.S., for 15 years from the first commercial sale of Tosymra

in the applicable country or for as long as the manufacture, use or sale of Tosymra in such country is covered by a valid claim

of a licensed patent, and up to $ 15 million per Tosymra product on the achievement of sales milestones.

12 – LICENSE AGREEMENTS WITH UMASS

On June 26, 2025, Tonix obtained

an exclusive worldwide license from UMass Chan Medical School for the development of TNX-4800 (formerly known as mAb 2217LS).

As of September

30, 2025, other than the upfront fee of $ 1.3 million, no payments have been accrued or paid in relation to this agreement.

13 – SALE AND PURCHASE OF COMMON STOCK

Lincoln Park Transaction

On June 11, 2025, the Company

entered into a purchase agreement (the “2025 Purchase Agreement”) and a registration rights agreement (the “2025 Registration

Rights Agreement”) with Lincoln Park.

June 11, 2025, the Company entered into a purchase agreement (the “2025 Purchase Agreement”) and a registration rights

agreement (the “2025 Registration Rights Agreement”) with Lincoln Park.

Pursuant to the terms of the 2025 Purchase

Agreement, Lincoln Park has agreed to purchase from the Company up to $ 75,000,000 of the Company’s common stock (subject to certain

limitations) from time to time during the term of the 2025 Purchase Agreement.

Pursuant to the terms of the 2025 Registration Rights Agreement,

the Company filed with the SEC a registration statement to register for resale under the Securities Act the shares that have been or may

be issued to Lincoln Park under the 2025 Purchase Agreement.

Pursuant to the terms

of the 2025 Purchase Agreement, at the time the Company signed the 2025 Purchase Agreement and the 2025 Registration Rights

Agreement, the Company issued 48,708

shares of common stock to Lincoln Park as consideration for its commitment to purchase shares of the Company’s common stock

under the 2025 Purchase Agreement.

Agreement, Lincoln Park has agreed to purchase from the Company up to $ 75,000,000 of the Company’s common stock (subject

to certain limitations) from time to time during the term of the 2025 Purchase Agreement.

Pursuant to the terms of the 2025 Registration

Rights Agreement, the Company filed with the SEC a registration statement to register for resale under the Securities Act the

shares that have been or may be issued to Lincoln Park under the 2025 Purchase Agreement.

to the terms of the 2025 Purchase Agreement, at the time the Company signed the 2025 Purchase Agreement and the

2025 Registration Rights Agreement, the Company issued 48,708

shares of common stock to Lincoln Park as consideration for its commitment to purchase shares of the Company’s

common stock under the 2025 Purchase Agreement.

The commitment shares were valued at $ 1.8

million and recorded as an addition to equity for the issuance of the common stock and treated as other expense, net on the

condensed consolidated statement of operations under the 2025 Purchase Agreement.

No shares were sold during the second quarter ending June 30, 2025, under the 2025 Purchase Agreement.

The Company evaluated the

2025 Purchase Agreement under ASC 815-40 Derivatives and Hedging-Contracts on an Entity's Own Equity as it

represents the right to require Lincoln Park to purchase shares of common stock in the future, similar to a put option.

Company concluded that the 2025 Purchase Agreement represents a freestanding derivative instrument that does not qualify for

equity classification and therefore requires fair value accounting.

The Company analyzed the terms of the contract and concluded that

the derivative instrument had insignificant value as of June 30, 2025.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

million and recorded as an addition to equity for the issuance of the common stock and treated as other expense, net on

the condensed consolidated statement of operations under the 2025 Purchase Agreement.

No shares were sold during the three

and nine months ended September 30, 2025, under the 2025 Purchase Agreement.

Company evaluated the 2025 Purchase Agreement under ASC 815-40 Derivatives and Hedging-Contracts on an Entity’s

Own Equity as it represents the right to require Lincoln Park to purchase shares of common stock in the future,

similar to a put option.

The Company concluded that the 2025 Purchase Agreement represents a freestanding derivative instrument

that does not qualify for equity classification and therefore requires fair value accounting.

The Company analyzed the

terms of the contract and concluded that the derivative instrument had insignificant value as of September 30, 2025.

At-the-Market Offerings

On June 11, 2025, the Company

entered into a Sales Agreement (the “2025 Sales Agreement”), with A.G.P./Alliance Global Partners (“AGP”) pursuant

to which the Company may issue and sell, from time to time, shares of common stock having an aggregate offering price of up to $ 150 .0

million in sales.

AGP is sales agent under the ATM and paid a 3 % commission on each sale under the 2025 Sales Agreement.

The Company’s

common stock is sold at prevailing market prices at the time of the sale, and, as a result, prices will vary.

No shares were sold during

the quarter ended June 30, 2025 under the 2025 Sales Agreement.

Subsequent to June 30, 2025, the Company sold 0.3 million shares

June 11, 2025, the Company entered into a Sales Agreement (the “2025 Sales Agreement”), with A.G.P./Alliance Global

Partners (“AGP”) pursuant to which the Company may issue and sell, from time to time, shares of common stock having an

aggregate offering price of up to $ 150 .0 million in sales.

AGP is sales agent under the ATM and paid a 3 % commission on each sale

under the 2025 Sales Agreement.

The Company’s common stock is sold at prevailing market prices at the time of the sale, and,

as a result, prices will vary.

During both the three and nine months ended September 30, 2025, the Company sold 1.7 million shares

of common stock under the 2025 Sales Agreement, for net proceeds of approximately $ 55.7 million.

Subsequent to September 30, 2025,

the Company sold 1.6 million shares of common stock under the 2025 Sales Agreement, for net proceeds of approximately $ 34.7

At-the-Market Offerings

On July 30, 2024, the Company

entered into a Sales Agreement (the “2024 Sales Agreement”), with AGP pursuant

to which the Company may issue and sell, from time to time, shares of common stock having an aggregate offering price of up to $ 250 .0

million in sales.

July 30, 2024, the Company entered into a Sales Agreement (the “2024 Sales Agreement”), with AGP pursuant to which

the Company may issue and sell, from time to time, shares of common stock having an aggregate offering price of up to $ 250 .0 million

AGP is sales agent under the ATM and paid a 3 % commission on each sale under the 2024 Sales Agreement.

1 unchanged sentence

common stock is sold at prevailing market prices at the time of the sale, and, as a result, prices will vary.

During the three and six

months ended June 30, 2025, the Company sold approximately 0.8 million and 3.5 million shares, respectively, of common stock under the

Sales Agreement for net proceeds of approximately $ 15.5 million and $ 75.4 million, respectively.

Subsequent to June 30, 2025, the Company

sold 0.9 million shares of common stock under the Sales Agreement, for net proceeds of approximately $ 37.5 million.

The Company can no longer sell shares under the 2024 Sales Agreement as the Company has reached the aggregate $ 250 million in sales.

June 2024 Financings

On June 12, 2024, the Company

entered into a securities purchase agreement with certain investors, pursuant to which the Company sold 11,995 shares of common stock

and pre-funded warrants to purchase up to 25,682 shares of common stock.

The offering price per share of common stock was $ 106.50 , and

the offering price per share of pre-funded warrant was $ 106.40 .

The offering closed on June 13,

The Company incurred offering expenses of approximately $ 0.6 million, including placement agent fees of approximately $ 0.3 million.

The Company received net proceeds of approximately $ 3.4 million, after deducting the underwriting discount and other offering expenses.

On June 27, 2024, the Company

entered into a securities purchase agreement with certain institutional and retail investors, pursuant to which the Company sold 28,339

shares of common stock and pre-funded warrants to purchase up to 42,282 shares of common stock.

The offering price per share of common

stock was $ 57.00 , and the offering price per share of pre-funded warrant was $ 56.99 .

The offering closed on June 28,

The Company incurred offering expenses of approximately $ 0.6 million, including placement agent fees of approximately $ 0.3 million.

The Company received net proceeds of approximately $ 3.4 million, after deducting the underwriting discount and other offering expenses.

March 2024 Financing

On March 28, 2024, the Company

entered into an agreement to sell 3,365 shares of common stock, pre-funded warrants to purchase up to 1,219 shares of common stock, and

accompanying Series E warrants to purchase up to 4,584 shares of common stock with an exercise price of $ 1,056.00 per share and expiring

five and a half years from date of issuance in a public offering, which closed on April 1, 2024.

The offering price per share of common

stock was $ 960.00 , and the offering price per share of pre-funded warrants was $ 959.68 .

The Company incurred expenses

of approximately $ 0.5 million, including placement agent fees of approximately $ 0.3 million.

The Company received net proceeds of approximately

$ 3.9 million, after deducting the underwriting discount and other offering expenses.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

Additionally, with the closing

of the financing on April 1, 2024, the Company entered into warrant amendments (collectively, the “Warrant Amendments”) with

certain holders of its common warrants (referred to herein as the “Existing Warrants”).

The Company agreed to amend the exercise

price of each Existing Warrant to $ 1,056.00 upon approval by the Company’s stockholders of a proposal to allow the Existing Warrants

to become exercisable in accordance with Nasdaq Listing Rule 5635 or, if stockholder approval is not obtained by October 1, 2024, the

Company agreed to automatically amend the exercise price of the Existing Warrants to the Minimum Price (as defined in Nasdaq Listing Rule

5635(d)) of the Company’s common stock on October 1, 2024, if and only if the Minimum Price is below the then current exercise price.

Upon stockholder approval, the termination date for the warrants issued August 2023 (the “August Warrants”) to purchase up

to an aggregate of 2,172 shares was amended to April 1, 2029 ;

the termination date for Series A Warrants to purchase up to an aggregate

of approximately 2,782 shares is April 1, 2029 ;

the termination date for Series B Warrants to purchase up to an aggregate of approximately

2,782 shares is April 1, 2025 ;

the termination date for Series C Warrants to purchase up to an aggregate of approximately 10,884 shares

is the earlier of (i) April 1, 2026 and (ii) 10 trading days following notice by the Company to the Series C Warrant holders of the Company’s

public announcement of the FDA’s acknowledgement and acceptance of the Company’s NDA relating to TNX-102 SL in patients with

During the three

and nine months ended September 30, 2025, the Company sold approximately 0.9 million and 4.5 million shares, respectively, of

common stock under the Sales Agreement for net proceeds of approximately $ 37.5 million and $ 112.9 million, respectively.

can no longer sell shares under the 2024 Sales Agreement as the Company has reached the aggregate $ 250 million in sales.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

2024 Financing

July 9, 2024, the Company entered into a securities purchase agreement with certain institutional and retail investors, pursuant

to which the Company sold 33,936 shares of common stock and pre-funded warrants to purchase up to 37,032 shares of common stock.

The offering price per share of common stock was $ 57 .00, and the offering price per share of pre-funded warrant was $ 56.99 .

The offering closed

on July 10, 2024.

The Company incurred offering expenses of approximately $ 0.5 million, including placement agent fees of approximately

$ 0.3 million.

The Company received net proceeds of approximately $ 3.5 million, after deducting the underwriting discount and other

offering expenses.

2024 Financings

June 12, 2024, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company

sold 11,995 shares of common stock and pre-funded warrants to purchase up to 25,682 shares of common stock.

The offering price

per share of common stock was $ 106.50 , and the offering price per share of pre-funded warrant was $ 106.40 .

offering closed on June 13, 2024.

The Company incurred offering expenses of approximately $ 0.6 million, including placement agent

fees of approximately $ 0.3 million.

The Company received net proceeds of approximately $ 3.4 million, after deducting the underwriting

discount and other offering expenses.

June 27, 2024, the Company entered into a securities purchase agreement with certain institutional and retail investors, pursuant

to which the Company sold 28,339 shares of common stock and pre-funded warrants to purchase up to 42,282 shares of common stock.

The offering price per share of common stock was $ 57 .00, and the offering price per share of pre-funded warrant was $ 56.99 .

offering closed on June 28, 2024.

The Company incurred offering expenses of approximately $ 0.6 million, including placement agent

fees of approximately $ 0.3 million.

The Company received net proceeds of approximately $ 3.4 million, after deducting the underwriting

discount and other offering expenses.

2024 Financing

March 28, 2024, the Company entered into an agreement to sell 3,365 shares of common stock, pre-funded warrants to purchase up

to 1,219 shares of common stock, and accompanying Series E warrants to purchase up to 4,584 shares of common stock with an exercise

price of $ 1,056.00 per share and expiring five and a half years from date of issuance in a public offering, which closed on April

The offering price per share of common stock was $ 960.00 , and the offering price per share of pre-funded warrants was

Company incurred expenses of approximately $ 0.5 million, including placement agent fees of approximately $ 0.3 million.

received net proceeds of approximately $ 3.9 million, after deducting the underwriting discount and other offering expenses.

Additionally,

with the closing of the financing on April 1, 2024, the Company entered into warrant amendments (collectively, the “Warrant

Amendments”) with certain holders of its common warrants (referred to herein as the “Existing Warrants”).

Company agreed to amend the exercise price of each Existing Warrant to $ 1,056.00 upon approval by the Company’s stockholders

of a proposal to allow the Existing Warrants to become exercisable in accordance with Nasdaq Listing Rule 5635 or, if stockholder

approval is not obtained by October 1, 2024, the Company agreed to automatically amend the exercise price of the Existing Warrants

to the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of the Company’s common stock on October 1, 2024, if and

only if the Minimum Price is below the then current exercise price.

Upon stockholder approval, the termination date for the warrants

issued August 2023 (the “August Warrants”) to purchase up to an aggregate of 2,172 shares was amended to April 1,

the termination date for Series A Warrants to purchase up to an aggregate of approximately 2,782 shares is April 1, 2029 ;

the termination date for Series B Warrants to purchase up to an aggregate of approximately 2,782 shares is April 1, 2025 ;

termination date for Series C Warrants to purchase up to an aggregate of approximately 10,884 shares is the earlier of (i) April

1, 2026 and (ii) 10 trading days following notice by the Company to the Series C Warrant holders of the Company’s public

announcement of the FDA’s acknowledgement and acceptance of the Company’s NDA relating to TNX-102 SL in patients with

Fibromyalgia;

1 unchanged sentence

The other terms of the Existing Warrants remained unchanged.

The Company evaluated the Warrant

Amendments as of April 1, 2024, and determined that the potential adjustment to the exercise price that is contingent on stockholder approval

precluded the Existing Warrants from being indexed to the Company’s own stock, and as a result, did not meet the criteria for equity

classification under ASC 815-40.

The Company accounted for the incremental fair value of the Warrant Amendments of $ 3 .0 million as a direct

and incremental cost of the March 2024 financing as an offset to the proceeds received.

As all of the Existing Warrants were equity-classified

prior to the Warrant Amendments, the net impact to the consolidated statement of stockholders’ equity was zero.

The Company then

reclassified the Existing Warrants from equity to liabilities at post-modification fair value on April 1, 2024.

On May 22, 2024, the date

the Company’s stockholders approved the proposal to fix the exercise prices at $ 1,056.00 per share, the Existing Warrants were adjusted

to fair value and reclassified back to equity.

December 2023 Financing

On December 20, 2023, the Company

entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to

which the Company sold and issued (i) 7,920 shares of the Company’s common stock, (ii) pre-funded warrants (the “Pre-Funded

Warrants”) to purchase up to 8,973 shares of common stock and (iii) Series C warrants to purchase up to 25,338 shares of common

stock (the “Series C Warrants”), and (iv) Series D warrants to purchase up to 25,338 shares of common stock (the “Series

D Warrants” and, together with the Series C Warrants, the “Common Warrants”).

The securities sold in the offering were

sold in fixed combinations as units.

The offering price per share of common stock and accompanying Common Warrants was $ 1,776.00 , and

the offering price per Pre-Funded Warrant and accompanying Common Warrants was $ 1,775.68 .

The offering closed on December 22, 2023, generating

gross proceeds of approximately $ 30 .0 million, before deducting offering expenses of $ 2.3 million payable by the Company.

At the closing

of the offering, 2,034 Pre-Funded Warrants were immediately exercised into shares of common stock for nominal proceeds.

The Pre-Funded Warrants have an

exercise price of $ 0.32 per share, were immediately exercisable subject to certain ownership limitations, and can be exercised at any

time until exercised in full.

The Series C Warrants have an exercise price of $ 1,776.00 per share, and were exercisable on the later of

approval by the Company’s stockholders of (i) a proposal to approve the filing of an amendment to the Company’s Articles of

Incorporation, increasing the number of authorized shares of common stock from 160,000,000 to 1,000,000,000 and (ii) a proposal to allow

the Warrants to become exercisable in accordance with Nasdaq Listing Rule 5635 (the later of such events, the “Approval Date”)

and initially expired on the later of (a) 10 trading days following the Approval Date and (b) the earlier of (x) the two year anniversary

of the Approval Date and (y) 10 trading days following the public announcement of the U.S.

Food and Drug Administration’s (“FDA”)

acknowledgement and acceptance of the New Drug Application (“NDA”) relating to the Company’s TNX-102 SL product candidate

in patients with fibromyalgia.

The Series D Warrants have an exercise price of $ 2,720.00 per share and were exercisable beginning on the

Approval Date through the five-year anniversary of the Approval Date.

Upon the closing of the offering,

the Company determined that certain of the Common Warrants did not meet the criteria for equity classification due to the lack of sufficient

authorized and unissued shares to settle the instruments.

The Company has adopted a sequencing approach under ASC 815-40, Derivatives

and Hedging - Contracts in Entity’s Own Equity to determine the classification of its contracts at issuance and at each subsequent

reporting date, whereby shares are allocated based on the earliest issuance date of potentially dilutive instruments, with the earliest

issuance date receiving the first allocation of shares.

In the event of identical issuance dates, shares are then allocated beginning

with instruments with the latest maturity date first.

Pursuant to this sequencing approach, the Company determined that the authorized

shares were sufficient to settle all remaining Pre-Funded Warrants and 15,917 Series D Warrants and were therefore classified in equity.

The remaining 9,422 Series D Warrants and the Series C Warrants associated with the deficit shares were initially classified as liabilities

at fair value and presented within non-current liabilities on the consolidated balance sheet as of December 31, 2023.

The $ 30 .0 million in gross proceeds

received by the Company were first allocated to the Series C Warrants and the liability-classified Series D Warrants at their respective

fair values, and the residual proceeds were allocated between the shares of common stock, the Pre-Funded Warrants, and the equity-classified

Series D Warrants on a relative fair value basis.

The issuance costs were allocated between the equity and liability-classified instruments

on a relative fair value basis, resulting in issuance costs of $ 1.4 million recognized as a discount to the equity-classified instruments,

and $ 0.9 million allocated to the liability-classified instruments and immediately expensed within Selling, general and administrative

expense on the consolidated statements of operations.

On January 25, 2024, the date

the Company’s stockholders approved the proposal to file an amendment to the Company’s Articles of Incorporation to increase

the number of authorized shares of common stock from 160,000,000 to 1,000,000,000 , the liability-classified Series D Warrants and the

Series C Warrants were adjusted to fair value and reclassified to equity.

The liability-classified Series

D Warrants and all of the Series C Warrants were presented within non-current liabilities on the consolidated balance sheets as of December

31, 2023, and were adjusted to fair value through January 25, 2024, when the warrants were reclassified to equity.

Changes in the fair

value of the liability-classified warrants were recognized as a separate component in the consolidated statement of operations.

Stock repurchases

In September 2024,

the Board of Directors approved a 2024 share repurchase program pursuant to which the Company may repurchase up

million in value of its outstanding common stock from time to time on the open market and in privately negotiated transactions

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

Company evaluated the Warrant Amendments as of April 1, 2024, and determined that the potential adjustment to the exercise price

that is contingent on stockholder approval precluded the Existing Warrants from being indexed to the Company’s own stock,

and as a result, did not meet the criteria for equity classification under ASC 815-40.

The Company accounted for the incremental

fair value of the Warrant Amendments of $ 3 .0 million as a direct and incremental cost of the March 2024 financing as an offset

to the proceeds received.

As all of the Existing Warrants were equity-classified prior to the Warrant Amendments, the net impact

to the consolidated statement of stockholders’ equity was zero.

The Company then reclassified the Existing Warrants from

equity to liabilities at post-modification fair value on April 1, 2024.

On May 22, 2024, the date the Company’s stockholders

approved the proposal to fix the exercise prices at $ 1,056.00 per share, the Existing Warrants were adjusted to fair value and

reclassified back to equity.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

liability-classified Series D Warrants and all of the Series C Warrants were presented within non-current liabilities on the consolidated

balance sheets as of December 31, 2023, and were adjusted to fair value through January 25, 2024, when the warrants were reclassified

Changes in the fair value of the liability-classified warrants were recognized as a separate component in the consolidated

statement of operations.

September 2024, the Board of Directors approved a 2024 share repurchase program pursuant to which the Company may repurchase up

to $ 10 .0 million in value of its outstanding common stock from time to time on the open market and in privately negotiated transactions

subject to market conditions, share price and other factors.

During the three months ended June 30, 2025, the Company

repurchased 150,000

shares of its common stock outstanding under the 2024 share repurchase at prices ranging from $ 18.25

per share for a gross aggregate cost of approximately $ 2.9

The repurchased shares were immediately retired.

The Company repurchased the following

capital stock:

June 30, 2025

June 30, 2024

Total cost of repurchased shares (in thousands)

Shares repurchased

Weighted average price per share

During the six

months ended June 30, 2025, the Company repurchased 400,000

of shares of its common stock outstanding under the 2024 share repurchase at prices ranging from $ 9.98

per share for a gross aggregate cost of approximately $ 5.9

The repurchased shares were immediately retired.

The Company repurchased the following

capital stock:

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

Total cost of repurchased shares (in thousands)

No repurchases occurred

during the three months ended September 30, 2025.

the nine months ended September 30, 2025, the Company repurchased 400,000 shares of its common stock outstanding under the 2024

share repurchase at prices ranging from $ 9.98 to $ 20.47 per share for a gross aggregate cost of approximately $ 5.9 million.

repurchased shares were immediately retired.

Company repurchased the following capital stock:

September 30, 2025

September 30, 2024

Total cost of repurchased

shares (in thousands)

Shares repurchased

Weighted average price per share

The timing and amount

of any shares repurchased will be determined based on the Company’s evaluation of market conditions and other factors

and the New Share Repurchase Program may be discontinued or suspended at any time.

Repurchases will be made in accordance

with the rules and regulations promulgated by the Securities and Exchange Commission and certain other legal requirements to which the

Company may be subject.

Repurchases may be made, in part, under a Rule 10b5-1 plan, which allows stock repurchases when

the Company might otherwise be precluded from doing so.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

NOTE 13 – STOCK-BASED COMPENSATION

timing and amount of any shares repurchased will be determined based on the Company’s evaluation of market conditions

and other factors and the New Share Repurchase Program may be discontinued or suspended at any time.

Repurchases will

be made in accordance with the rules and regulations promulgated by the Securities and Exchange Commission and certain other legal

requirements to which the Company may be subject.

Repurchases may be made, in part, under a Rule 10b5-1 plan, which

allows stock repurchases when the Company might otherwise be precluded from doing so.

14 – STOCK-BASED COMPENSATION

May 1, 2020, the Company’s stockholders approved the Tonix Pharmaceuticals Holding Corp.

Amended and Restated 2020 Stock

Incentive Plan (“Amended and Restated 2020 Plan”).

the terms of the Amended and Restated 2020 Plan, the Company may issue (1) stock options (incentive and nonstatutory), (2) restricted

stock, (3) stock appreciation rights (“SARs”), (4) RSUs, (5) other stock-based awards, and (6) cash-based awards.

The Amended and Restated 2020 Plan initially provided for the issuance of up to 50,000 shares of common stock, which amount will

be increased to the extent that awards granted under the Plans are forfeited, expire or are settled for cash (except as otherwise

provided in the Amended and Restated 2020 Plan).

In addition, the Amended and Restated 2020 Plan contains an “evergreen

provision” providing for an annual increase in the number of shares of our common stock available for issuance under the

Amended and Restated 2020 Plan on January 1 of each year for a period of ten years, commencing on January 1, 2021 and ending on

(and including) January 1, 2030, in an amount equal to the difference between (x) twenty percent ( 20 %) of the total number of

shares of common stock outstanding on December 31st of the preceding calendar year, and (y) the total number of shares of common

stock reserved under the Amended and Restated 2020 Plan on December 31 st of such preceding calendar year (including

shares subject to outstanding awards, issued pursuant to awards or available for future awards).

On May 8, 2025, the Company’s

stockholders approved the Tonix Pharmaceuticals Holding Corp.

Amended and Restated 2020 Stock Incentive Plan (“Amended and Restated

Under the terms of the Amended

and Restated 2020 Plan, the Company may issue (1) stock options (incentive and nonstatutory), (2) restricted stock, (3) stock appreciation

rights (“SARs”), (4) RSUs, (5) other stock-based awards, and (6) cash-based awards.

The Amended and Restated 2020 Plan initially

provided for the issuance of up to 50,000 shares of common stock, which amount will be increased to the extent that awards granted

under the Plans are forfeited, expire or are settled for cash (except as otherwise provided in the Amended and Restated 2020 Plan).

addition, the Amended and Restated 2020 Plan contains an “evergreen provision” providing for an annual increase in the number

of shares of our common stock available for issuance under the Amended and Restated 2020 Plan on January 1 of each year for a period of

ten years, commencing on January 1, 2021 and ending on (and including) January 1, 2030, in an amount equal to the difference between (x)

twenty percent ( 20 %) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, and (y)

the total number of shares of common stock reserved under the Amended and Restated 2020 Plan on December 31 st of such preceding

calendar year (including shares subject to outstanding awards, issued pursuant to awards or available for future awards).

On May 8, 2025,

the Company's stockholders approved the addition of 1,000,000 shares to the Company's Amended and Restated 2020 Plan.

The Board of Directors determines

the exercise price, vesting and expiration period of the grants under the Amended and Restated 2020 Plan.

However, the exercise price

of an incentive stock option may not be less than 110 % of fair value of the common stock at the date of the grant for a 10% or more shareholder

and 100 % of fair value for a grantee who is not a 10% shareholder.

The fair value of the common stock is determined based on quoted market

price or in absence of such quoted market price, by the Board of Directors in good faith.

Additionally, the expiration period of grants

under the Amended and Restated 2020 Plan may not be more than ten years .

As of June 30, 2025, there were 723,113 options available for

future grants under the Amended and Restated 2020 Plan.

A summary of the stock option activity and related

information for the Plans for the six months ended June 30, 2025, is as follows:

stockholders approved the addition of 1,000,000 shares to the Company’s Amended and Restated 2020 Plan.

Board of Directors determines the exercise price, vesting and expiration period of the grants under the Amended and Restated 2020

However, the exercise price of an incentive stock option may not be less than 110 % of fair value of the common stock at

the date of the grant for a 10% or more shareholder and 100 % of fair value for a grantee who is not a 10% shareholder.

value of the common stock is determined based on quoted market price or in absence of such quoted market price, by the Board of

Directors in good faith.

Additionally, the expiration period of grants under the Amended and Restated 2020 Plan may not be more

than ten years .

As of September 30, 2025, there were 737,782 options available for future grants under the Amended and Restated

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

summary of the stock option activity and related information for the Plans for the nine months ended September 30, 2025, is as

Exercise Price

1 unchanged sentence

Contractual Term

Intrinsic Value

Outstanding at December 31,

Forfeitures or expirations

1,102,887,011

Outstanding at June 30, 2025

Exercisable at June 30, 2025

The aggregate intrinsic value

in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s

closing stock price at the respective dates.

The weighted average

fair value of options granted during the three and six months ended June 30, 2025 was $ 19.63

per share and $ 12.59

per share, respectively.

The weighted average fair value of options granted during the three and six months ended June 2024 was

per share and $ 1,015.52

per share, respectively.

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

The Company measures the

fair value of stock options on the date of grant, based on the Black Scholes option pricing model using certain assumptions discussed

below, and the closing market price of the Company’s common stock on the date of the grant.

The fair value of the award is measured

on the grant date.

One-third of most stock options granted pursuant to the Plans vest 12 months from the date of grant and 1/36th each

month thereafter for 24 months and expire ten years from the date of grant.

In addition, the Company issues options to directors which

vest over a one-year period.

The Company also issues premium options to executive officers which have an exercise price greater than the

grant date fair value and has issued performance-based options which vest when target parameters are met or probable of being met, subject

in each case to a one year minimum service period prior to vesting.

Stock-based compensation expense related to awards is amortized over

the applicable service period using the straight-line method.

The assumptions used in the valuation

of stock options granted during the six months ended June 30, 2025, and 2024 were as follows:

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

Risk-free interest rate

3.81 % to 4.30

4.23 % to 5.33

Expected term of option

Outstanding at September 30, 2025

Exercisable at September 30, 2025

aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise

price less than the Company’s closing stock price at the respective dates.

weighted average fair value of options granted during the three and nine months ended September 30, 2025 was $ 31.62 per share

and $ 12.72 per share, respectively.

The weighted average fair value of options granted during the three and nine months ended

September 30, 2024 was $ 15.24 per share and $ 867.96 per share, respectively.

Company measures the fair value of stock options on the date of grant, based on the Black Scholes option pricing model using certain

assumptions discussed below, and the closing market price of the Company’s common stock on the date of the grant.

value of the award is measured on the grant date.

One-third of most stock options granted pursuant to the Plans vest 12 months

from the date of grant and 1/36th each month thereafter for 24 months and expire ten years from the date of grant.

the Company issues options to directors which vest over a one-year period.

The Company also issues premium options to executive

officers which have an exercise price greater than the grant date fair value and has issued performance-based options which vest

when target parameters are met or probable of being met, subject in each case to a one year minimum service period prior to vesting.

Stock-based compensation expense related to awards is amortized over the applicable service period using the straight-line method.

assumptions used in the valuation of stock options granted during the nine months ended September 30, 2025, and 2024 were as follows:

September 30, 2025

September 30, 2024

interest rate

Expected term

to 6.08 years

to 10.00 years

Expected stock price volatility

149.34 % to 153.44

111.89 % - 137.79

Expected dividend yield

The risk-free interest rate is

based on the yield of Daily U.S.

Treasury Yield Curve Rates with terms equal to the expected term of the options as of the grant date.

The expected term of options is determined using the simplified method, as provided in an SEC Staff Accounting Bulletin, and the expected

stock price volatility is based on the Company’ historical stock price volatility.

Stock-based compensation expense

relating to options granted of $ 1.4 million, of which $ 1 .0 million and $ 0.4 million, related to General and Administration and Research

and Development, respectively was recognized for the quarter ended June 30, 2025.

Stock-based compensation expense relating to options

granted of $ 1.1 million, of which $ 0.8 million and $ 0.3 million, related to General and Administration and Research and Development, respectively

was recognized for the quarter ended June 30, 2024.

Stock-based compensation expense

relating to options granted of $ 2.3 million, of which $ 1.6 million and $ 0.7 million, related to General and Administration and Research

and Development, respectively was recognized for the six-month period ended June 30, 2025.

Stock-based compensation expense relating to

options granted of $ 2.8 million, of which $ 2 .0 million and $ 0.8 million, related to General and Administration and Research and Development,

respectively was recognized for the six-month period ended June 30, 2024.

As of June 30, 2025, the Company

had approximately $ 15.5 million of total unrecognized compensation cost related to non-vested awards granted under the Plans, which the

Company expects to recognize over a weighted average period of 3.08 years.

Employee Stock Purchase Plans

On May 5, 2023, the Company’s

stockholders approved the Tonix Pharmaceuticals Holdings Corp.

2023 Employee Stock Purchase Plan.

(the “2023 ESPP”),

which was replaced by the Tonix Pharmaceuticals Holdings Corp.

2025 Employee Stock Purchase Plan (the “2025 ESPP”, and together

with the 2023 ESPP, the “ESPP Plans”), which was approved by the Company’s stockholders on May 8, 2025.

The 2025 ESPP allows eligible

employees to purchase up to an aggregate of 2,000,000 shares of the Company's common stock.

Under the 2025 ESPP, on the first day of each

offering period, each eligible employee for that offering period has the option to enroll for that offering period, which allows the eligible

employees to purchase shares of the Company's common stock at the end of the offering period.

Each offering period under the 2025 ESPP

is for six months, which can be modified from time to time.

Subject to limitations, each participant will be permitted to purchase a number

of shares determined by dividing the employee's accumulated payroll deductions for the offering period by the applicable purchase price,

which is equal to 85 percent of the fair market value of our common stock at the beginning or end of each offering period, whichever is

A participant must designate in his or her enrollment package the percentage (if any) of compensation to be deducted during that

offering period for the purchase of stock under the 2025 ESPP, subject to the statutory limit under the Code.

TONIX PHARMACEUTICALS HOLDING CORP.

Expected stock

price volatility

Expected dividend

risk-free interest rate is based on the yield of Daily U.S.

Treasury Yield Curve Rates with terms equal to the expected term of

the options as of the grant date.

The expected term of options is determined using the simplified method, as provided in an SEC

Staff Accounting Bulletin, and the expected stock price volatility is based on the Company’ historical stock price volatility.

compensation expense relating to options granted of $ 1.8 million, of which $ 1.2 million and $ 0.6 million, related to Selling,

General and Administration and Research and Development, respectively was recognized for the quarter ended September 30, 2025.

compensation expense relating to options granted of $ 1 .0 million, of which $ 0.7 million and $ 0.3 million, related to Selling,

General and Administration and Research and Development, respectively, was recognized for the quarter ended September 30, 2024.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 AND 2024 (UNAUDITED)

compensation expense relating to options granted of $ 4.1 million, of which $ 2.8 million and $ 1.3 million, related to Selling,

General and Administration and Research and Development, respectively was recognized for the nine-month period ended September

Stock-based compensation expense relating to options granted of $ 3.9 million, of which $ 2.8 million and $ 1.1 million,

related to Selling, General and Administration and Research and Development, respectively was recognized for the nine-month period

ended September 30, 2024.

As of September 30, 2025, the Company had approximately $ 13.6 million of total unrecognized compensation

cost related to non-vested awards granted under the Plans, which the Company expects to recognize over a weighted average period

of 2.89 years.

Stock Purchase Plans

May 5, 2023, the Company’s stockholders approved the Tonix Pharmaceuticals Holdings Corp.

2023 Employee Stock Purchase

(the “2023 ESPP”), which was replaced by the Tonix Pharmaceuticals Holdings Corp.

2025 Employee Stock Purchase

Plan (the “2025 ESPP”, and together with the 2023 ESPP, the “ESPP Plans”), which was approved by the Company’s

stockholders on May 8, 2025.

2025 ESPP allows eligible employees to purchase up to an aggregate of 2,000,000 shares of the Company’s common stock.

2025 ESPP, on the first day of each offering period, each eligible employee for that offering period has the option to enroll

for that offering period, which allows the eligible employees to purchase shares of the Company’s common stock at the end of the

offering period.

Each offering period under the 2025 ESPP is for six months, which can be modified from time to time.

to limitations, each participant will be permitted to purchase a number of shares determined by dividing the employee’s accumulated

payroll deductions for the offering period by the applicable purchase price, which is equal to 85 percent of the fair market value

of our common stock at the beginning or end of each offering period, whichever is less.

A participant must designate in his or

her enrollment package the percentage (if any) of compensation to be deducted during that offering period for the purchase of

stock under the 2025 ESPP, subject to the statutory limit under the Code.

2023 ESPP allows eligible employees to purchase up to an aggregate of 250 shares of the Company’s common stock.

Under the 2023

ESPP, on the first day of each offering period, each employee eligible for that offering period has the option to enroll for that

offering period, which allows the eligible employees to purchase shares of the Company’s common stock at the end of the offering

Each offering period under the 2023 ESPP is for six months, which can be modified from time-to-time.

Subject to limitations,

each participant will be permitted to purchase a number of shares determined by dividing the employee’s accumulated payroll deductions

for the offering period by the applicable purchase price, which is equal to 85 percent of the fair market value of our common

stock at the beginning or end of each offering period, whichever is less.

A participant must designate in his or her enrollment

package the percentage (if any) of compensation to be deducted during that offering period for the purchase of stock under the

2023 ESPP, subject to the statutory limit under the Code.

As of September 30, 2025, 159 shares were available for future sales

under the 2023 ESPP and 2,000,000 shares were available under the 2025 ESPP.

ESPP Plans are considered compensatory plans with the related compensation cost expensed over the six-month offering period.

the nine months ended September 30, 2025, and 2024, $ 84,000 and $ 27,000 , respectively, was expensed.

In January 2024, 21 shares

that were purchased as of December 31, 2023, under the 2022 ESPP, were issued.

As of June 30, 2024, approximately $ 33,000 of employee

payroll deductions had accumulated and had been recorded in accrued expenses.

In July 2024, 70 shares that were purchased

as of June 30, 2024, under the 2022 ESPP, were issued.

As of September 30, 2025, approximately $ 57,000 of employee payroll deductions

had accumulated and had been recorded in accrued expenses.

PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED

The 2023 ESPP allows eligible

employees to purchase up to an aggregate of 250 shares of the Company's common stock.

Under the 2023 ESPP, on the first day of each offering

period, each employee eligible for that offering period has the option to enroll for that offering period, which allows the eligible employees

to purchase shares of the Company's common stock at the end of the offering period.

Each offering period under the 2023 ESPP is for six

months, which can be modified from time-to-time.

Subject to limitations, each participant will be permitted to purchase a number of shares

determined by dividing the employee's accumulated payroll deductions for the offering period by the applicable purchase price, which is

equal to 85 percent of the fair market value of our common stock at the beginning or end of each offering period, whichever is less.

participant must designate in his or her enrollment package the percentage (if any) of compensation to be deducted during that offering

period for the purchase of stock under the 2023 ESPP, subject to the statutory limit under the Code.

As of June 30, 2025, 159 shares were

available for future sales under the 2023 ESPP and 2,000,000 shares were available under the 2025 ESPP.

The ESPP Plans are considered

compensatory plans with the related compensation cost expensed over the six-month offering period.

For the six months ended June 30, 2025,

and 2024, $ 0 and $ 27,000 , respectively, was expensed.

In January 2024, 21 shares that were purchased as of December 31, 2023, under the

2022 ESPP, were issued.

As of June 30, 2024, approximately $ 33,000 of employee payroll deductions had accumulated and had been recorded

in accrued expenses.

In July 2024, 70 shares that were purchased as of June 30, 2024, under the 2022 ESPP, were issued.

NOTE 14 – WARRANTS TO PURCHASE COMMON STOCK

The following table summarizes

information with respect to outstanding warrants to purchase common stock of the Company at June 30, 2025:

30, 2025 AND 2024 (UNAUDITED)

15 – WARRANTS TO PURCHASE COMMON STOCK

following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at September

December 2028

During the six months

ended June 30, 2025, 13,666 ;

(as the Company received FDA acceptance of our NDA filing), and 1

warrants with an exercise price of $ 1,056 ,

and $ 364,800 ,

respectively, expired.

During the six months ended June

30, 2024, 33,841 prefunded common warrants were exercised.

NOTE 15 – LEASES

The Company has various operating

lease agreements, which are primarily for office space.

These agreements frequently include one or more renewal options and require the

Company to pay for utilities, taxes, insurance and maintenance expense.

No lease agreement imposes a restriction on the Company’s

ability to engage in financing transactions or enter into further lease agreements.

At June 30, 2025, the Company has right-of-use assets

of $ 0.5 million and a total lease liability for operating leases of $ 0.5 million of which $ 0.3 million is included in long-term lease

liabilities and $ 0.2 million is included in current lease liabilities.

At June 30, 2025, future minimum

lease payments for operating leases with non-cancelable terms of more than one year were as follows (in thousands):

the nine months ended September 30, 2025, 13,666 ;

5,758 (as the Company received FDA acceptance of our NDA filing), and 1 warrants

with an exercise price of $ 1,056 , $ 1,776 and $ 364,800 , respectively, expired.

the nine months ended September 30, 2024, 113,155 prefunded common warrants were exercised.

Company has various operating lease agreements, which are primarily for office space.

These agreements frequently include one

or more renewal options and require the Company to pay for utilities, taxes, insurance and maintenance expense.

No lease agreement

imposes a restriction on the Company’s ability to engage in financing transactions or enter into further lease agreements.

At September 30, 2025, the Company has right-of-use assets of $ 0.4 million and a total lease liability for operating leases of

$ 0.5 million of which $ 0.3 million is included in long-term lease liabilities and $ 0.2 million is included in current lease liabilities.

September 30, 2025, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as

follows (in thousands):

Year Ending December 31,

1 unchanged sentence

Included interest

TONIX PHARMACEUTICALS HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025 AND 2024 (UNAUDITED)

No new leases or amendments were

entered into during the six months ended June 30, 2025 and 2024.

Operating lease expense was $ 0.1

million for both the three-months ended June 30, 2025, and 2024.

Operating lease expense was $ 0.2

million for both the six-months ended June 30, 2025 and 2024.

Other information related to leases is as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

Operating cash flow from operating leases (in thousands)

the nine months ended September 30, 2025, the Company entered into a new operating lease and lease amendments.

commencement is expected during the fourth quarter of 2025, at which time the Company expects to recognize an additional

operating lease liability of approximately $ 1.3

million based on the present value of the minimum rental payments.

The above table does not include future lease payments as

the Company has not commenced the lease.

The Company also expects to recognize a corresponding increase to ROU assets of

approximately $ 1.3

million, which will represent a non-cash investing and financing activity.

No new leases or amendments were entered into

during the nine months ended September 30, 2024.

lease expenses were $ 0.1

million for each of the three months ended September 30, 2025, and September 30, 2024.

lease expenses were $ 0.2

million for each of the nine months ended September 30, 2025, and September 30, 2024.

PHARMACEUTICALS HOLDING CORP.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)

information related to leases is as follows:

Cash paid for amounts

included in the measurement of lease liabilities:

September 30, 2025

September 30, 2024

cash flow from operating leases (in thousands)

Weighted Average Remaining Lease Term

Operating leases

Weighted Average Discount Rate

Operating leases

NOTE 16 – COMMITMENTS

Contractual agreements

The Company has entered into contracts

with various contract research organizations with outstanding commitments aggregating approximately $ 21.7 million at June 30, 2025 for

future work to be performed.

Defined contribution plan

The Company established a qualified

defined contribution plan (the “401(k) Plan”) pursuant to Section 401(k) of the Code, whereby all eligible employees may participate.

Participants may elect to defer a percentage of their annual pretax compensation to the 401(k) Plan, subject to defined limitations.

Company is required to make contributions to the 401(k) Plan equal to 100 percent of each participant’s pretax contributions of

up to six percent of his or her eligible compensation.

The Company charged operations $ 0.2 million and $ 0.4 million for the three and six months

ended June 30, 2025, respectively, and $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2024, respectively, for contributions

under the 401(k) Plan.

NOTE 17 – SUBSEQUENT EVENTS

Subsequent to June 30, 2025, the

Company sold 0.3 million shares of common stock under the 2025 Sales Agreement, for net proceeds of approximately $ 12.3 million.

Subsequent to June 30, 2025, the

Company sold 0.9 million shares of common stock under the 2024 Sales Agreement, for net proceeds of approximately $ 37.5 million.

17 – COMMITMENTS

Company has entered into contracts with various contract research organizations with outstanding commitments aggregating approximately

$ 22.7 million at September 30, 2025 for future work to be performed.

The Company has entered into

various exclusive license agreements with various institutions with the right to sublicense, certain patents, technical information

and material, and to develop and commercialize products thereunder.

In addition to any upfront payments already paid, the Company

may be obligated to pay milestone fees ranging from $ 0.4

million to $ 5 .0

million based on the potential achievement of certain development milestones, as well as milestone fees ranging from $ 1 .0

million to $ 20 .0

million based on certain potential commercial achievements, as specified in the respective license agreement.

Additionally, for

licensed products sold during the applicable royalty term, the Company must pay royalties in the low-to-mid single digits, beginning

in the year after the Company completes its first commercial sale of a licensed product.

Finally, the Company has the right to grant sublicenses to third

parties under each license agreement and is required to pay a sublicense income share based on the stage of development of the

licensed product at the time the sublicense is granted.

Company established a qualified defined contribution plan (the “401(k) Plan”) pursuant to Section 401(k) of the Code,

whereby all eligible employees may participate.

Participants may elect to defer a percentage of their annual pretax compensation

to the 401(k) Plan, subject to defined limitations.

The Company is required to make contributions to the 401(k) Plan equal to

100 percent of each participant’s pretax contributions of up to six percent of his or her eligible compensation.

charged operations $ 0.1 million and $ 0.5 million for the three and nine months ended September 30, 2025, respectively, and $ 0.1

million and $ 0.6 million for the three and nine months ended September 30, 2024, respectively, for contributions under the 401(k)

18 – SUBSEQUENT EVENTS

to September 30, 2025, the Company sold 1.6 million shares of common stock under the 2025 Sales Agreement, for net proceeds of

approximately $ 34.7 million.

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 1. Financial Statements