Item 5. Other Information
Item
5. Other Information
None
of the Company’s directors and officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule
10b5-1 trading arrangement during the 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).
44
Item
6. Exhibits
EXHIBIT
INDEX
Exhibit
No.
Description
3.01
Articles of Incorporation,
filed as an exhibit to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”)
on April 9, 2008 and incorporated herein by reference.
3.02
Articles of Merger
between Tamandare Explorations Inc. and Tonix Pharmaceuticals Holding Corp., effective October 11, 2011, filed as an exhibit
to the Current Report on Form 8-K, filed with the Commission on October 17, 2011 and incorporated herein by reference.
3.03
Third Amended and
Restated Bylaws, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 3, 2016 and incorporated
herein by reference.
3.04
Certificate of Change
of Tonix Pharmaceuticals Holding Corp., dated March 13, 2017 and effective March 17, 2017, filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on March 16, 2017 and incorporated herein by reference.
3.05
Certificate of Amendment
to Articles of Incorporation, effective June 16, 2017, filed as an exhibit to the Current Report on Form 8-K, filed with the
Commission on June 16, 2017 and incorporated herein by reference.
3.06
Certificate of Amendment
to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, filed with the Secretary of State of
the State of Nevada on May 3, 2019.
3.07
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.
3.08
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.
3.09
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.
3.10
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
4.01
Specimen Common
Stock Certificate of the Registrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May
24, 2018 and incorporated herein by reference.
4.07
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.
4.08
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.
4.09
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.
4.10
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.
4.11
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.
4.12
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.
4.13
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.
45
4.14
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.
4.15
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.
4.16
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.
31.01
Certification of
Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.
31.02
Certification of
Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.
32.01
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.
46
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
TONIX
PHARMACEUTICALS HOLDING CORP.
(Registrant)
Date: November 10, 2025
By:
/s/
SETH LEDERMAN
Seth Lederman
Chief Executive
Officer (Principal Executive Officer)
Date: November 10, 2025
By:
/s/
BRADLEY SAENGER
Bradley Saenger
Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer)
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.