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Item 5. Other Information

2025-11-10 compared with 2025-08-11 · 82 added, 68 removed, 5 unchanged (97% of the section changed)

Other Information

Rule 10b5-1 Trading Arrangements and Non-Rule

10b5-1 Trading Arrangements

On June 20, 2025 , Bradley Saenger ,

our Chief Financial Officer , adopted a Rule 10b5-1 plan providing for the sale of up to 51,584 shares of the Company’s common stock.

Pursuant to this plan, Mr.

Saenger may sell shares of common stock beginning on February 25, 2026, subject to the terms of the agreement, and

the plan terminates on February 28, 2028 .

The trading arrangement is intended to satisfy the affirmative defense of rule 10b5-1(c).

18, 2025 , Jessica

Morris , our Chief

Operating Officer , adopted a Rule

10b5-1 plan providing for the sale of up to 19,520

shares of the Company’s common stock.

Pursuant to this plan, Ms.

Morris may sell shares of common stock beginning on February

26, 2026, subject to the terms of the agreement, and the plan terminates on December

The trading arrangement is intended to satisfy the affirmative defense of rule

directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined

in Item 408(c) of Regulation S-K) during the quarter ended June 30, 2025.

EXHIBIT INDEX

Articles of Incorporation, filed as an exhibit to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2008 and incorporated herein by reference.

Articles of Merger between Tamandare Explorations Inc.

and Tonix Pharmaceuticals Holding Corp., effective October 11, 2011, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 17, 2011 and incorporated herein by reference.

Third Amended and Restated Bylaws, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 3, 2016 and incorporated herein by reference.

Certificate of Change of Tonix Pharmaceuticals Holding Corp., dated March 13, 2017 and effective March 17, 2017, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 16, 2017 and incorporated herein by reference.

Certificate of Amendment to Articles of Incorporation, effective June 16, 2017, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 16, 2017 and incorporated herein by reference.

Certificate of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, filed with the Secretary of State of the State of Nevada on May 3, 2019.

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

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

Certificate of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 16, 2022 and incorporated herein by reference.

Specimen Common Stock Certificate of the Registrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 24, 2018 and incorporated herein by reference.

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

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

of the Company’s directors and officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule

10b5-1 trading arrangement during the three months ended September 30, 2025 (each as defined in Item 408 of

Regulation S-K under the Securities Exchange Act of 1934, as amended).

Articles of Incorporation,

filed as an exhibit to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”)

on April 9, 2008 and incorporated herein by reference.

Articles of Merger

between Tamandare Explorations Inc.

and Tonix Pharmaceuticals Holding Corp., effective October 11, 2011, filed as an exhibit

to the Current Report on Form 8-K, filed with the Commission on October 17, 2011 and incorporated herein by reference.

Third Amended and

Restated Bylaws, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 3, 2016 and incorporated

herein by reference.

Certificate of Change

of Tonix Pharmaceuticals Holding Corp., dated March 13, 2017 and effective March 17, 2017, filed as an exhibit to the Current

Report on Form 8-K, filed with the Commission on March 16, 2017 and incorporated herein by reference.

Certificate of Amendment

to Articles of Incorporation, effective June 16, 2017, filed as an exhibit to the Current Report on Form 8-K, filed with the

Commission on June 16, 2017 and incorporated herein by reference.

Certificate of Amendment

to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, filed with the Secretary of State of

the State of Nevada on May 3, 2019.

Form of Certificate of Designation of Series

A Convertible Preferred Stock, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October

25, 2022 and incorporated herein by reference.

Form of Certificate

of Designation of Series B Convertible Preferred Stock, filed as an exhibit to the Current Report on Form 8-K, filed with

the Commission on October 25, 2022 and incorporated herein by reference.

Certificate of Amendment

to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, filed as an exhibit to the Current Report on Form

8-K, filed with the Commission on May 16, 2022 and incorporated herein by reference.

Certificate of Amendment

to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, filed as an exhibit to the Current Report on Form

8-K, filed with the Commission on January 25, 2024 and incorporated herein by reference

Specimen Common

Stock Certificate of the Registrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May

24, 2018 and incorporated herein by reference.

Form of Pre-Funded Warrant, filed as an exhibit

to the Current Report on Form 8-K, filed with the Commission on July 18, 2023 and incorporated herein by reference.

Form of Common Warrant, filed as an exhibit

to the Current Report on Form 8-K, filed with the Commission on July 28, 2023 and incorporated herein by reference.

Form of Pre-Funded Warrant.

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

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

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

Form of Pre-Funded Warrant, filed as an exhibit to the Current Report on Form 8-K, filed

with the Commission on March 29, 2024, and incorporated herein by reference.

Form of Series E Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 29, 2024, and incorporated herein by reference.

Form of Pre-Funded Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 13, 2024, and incorporated herein by reference.

Form of Pre-Funded Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 28, 2024 and incorporated herein by reference.

Form of Pre-Funded Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 10, 2024 and incorporated herein by reference.

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

Purchase Agreement, dated June 11, 2025, by and between Tonix Pharmaceuticals Holding Corp.

and Lincoln Park Capital

Fund, LLC , filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 11, 2025, and incorporated herein

by reference.†

Registration Rights Agreement, dated June 11, 2025, by and between Tonix

filed as an exhibit

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

Form of Series C Warrant, filed as an exhibit

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

Form of Series D Warrant, filed as an exhibit

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

of Pre-Funded Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 29, 2024,

and incorporated herein by reference.

Form of Series E

Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 29, 2024, and incorporated

herein by reference.

Form of Pre-Funded

Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 13, 2024, and incorporated

herein by reference.

Form of Pre-Funded

Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 28, 2024 and incorporated

herein by reference.

Form of Pre-Funded

Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 10, 2024 and incorporated

herein by reference.

Certification of

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

Sarbanes-Oxley Act of 2002, filed herewith.

Certification of

Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002, filed herewith.

Certifications of

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

Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certain portions of this exhibit, that are not material and would likely cause competitive harm to the registrant

if publicly disclosed, have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned thereunto duly authorized.

PHARMACEUTICALS HOLDING CORP.

and Lincoln Park Capital Fund, LLC, filed as an exhibit to the Current Report on Form 8-K, filed with the

Commission on June 11, 2025, and incorporated herein by reference.†

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

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

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

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

portions of this exhibit, that are not material and would likely cause competitive harm to the registrant if publicly disclosed, have

been redacted pursuant to Item 601(b)(10) of Regulation S-K.

Pursuant to the requirements of

the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

TONIX PHARMACEUTICALS HOLDING CORP.

August 11, 2025

/s/ SETH LEDERMAN

November 10, 2025

SETH LEDERMAN

Chief Executive Officer (Principal Executive Officer)

August 11, 2025

/s/ BRADLEY SAENGER

Seth Lederman

Chief Executive

Officer (Principal Executive Officer)

November 10, 2025

BRADLEY SAENGER

Chief Financial Officer (Principal Financial Officer

and Principal Accounting Officer)

Bradley Saenger

Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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

What changed 10-Q

Item 5. Other Information