What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-18 · 876 added, 890 removed, 509 unchanged (78% of the section changed)

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management is responsible for establishing and maintaining adequate internal control over financial reporting for our company.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange

Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer

and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted

accounting principles and includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance

with authorizations of management and directors of the company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a

process designed by, or under the supervision of, a company’s principal executive and principal financial officer and effected

by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

and includes those policies and procedures that:

the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

the assets of the company;

provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations

of management and directors of the company;

provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s

assets that could have a material effect on the financial statements.

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control over financial reporting was effective.

annual report does not include an attestation report by EisnerAmper LLP, our independent registered public accounting firm regarding

internal control over financial reporting.

As a smaller reporting company, our management’s report was not subject to attestation

by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide

only management’s report in this annual report.

Reported Material Weakness in Internal Control Over Financial Reporting

the 2024 Form 10-Q, filed with the SEC on August 16, 2024, management concluded that our internal control over financial reporting

was not effective as of June 30, 2024.

In the evaluation, we did not maintain an effective control environment over the internal

control activities to ensure the proper recognition and measurement related to the accounting for complex and non-routine transactions.

We did not have adequate supervision and review controls over the complex accounting related to the non-cash impairment of intangibles,

non-cash equity transactions and the recoverability of inventory.

As a result, management review of asset impairment calculations

did not identify errors in the associated cash flow projections which led to an error in the conclusion of the initial impairment

We also did not properly assess the realizability of inventory based upon the projections utilized and our assessment

of an amendment to existing warrants that were reclassified into equity in the same period did not include a quantitative evaluation

of the potential materiality of revaluation adjustments.

In connection with the material weakness as it relates to the accounting

for complex and non-routine transactions related to the non-cash impairment of intangibles, non-cash equity transactions and the recoverability

of inventory, management re-evaluated the effectiveness of such controls as of December 31, 2024, and concluded that such controls were

remediated and operating effectively as of December 31, 2024.

The remediation of the material weakness over the complex accounting related

to the non-cash impairment of intangibles, non-cash equity transactions was as a result of no material balances related to these financial

statement captions as of December 31, 2024, and consequently there was no risk of material misstatements for these financial statement

While there were no material balances for the intangible assets as of December 31, 2024 and no non-cash equity transactions

for the period July 1, 2024 to December 31, 2024, management’s testing of internal controls over financial reporting as of December

31, 2024 included controls that were similar in nature to the controls that were not operating effectively as of June 30, 2024

and noted such controls were operating effectively as of December 31, 2024.

In relation to the realizability of inventory, the remediation of this

material weakness constituted implementing new controls with expanded review processes including but not limited to the assessment of

additional data points for the assessment and additional personnel included to evaluate our ability to realize inventory balances.

This Annual Report does not include an attestation report by EisnerAmper

LLP, our independent registered public accounting firm regarding internal control over financial reporting.

As a smaller reporting company,

our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities

and Exchange Commission that permit us to provide only management’s report in this Annual Report.

in internal control over financial reporting.

than as described above, there were no changes in our internal control over financial reporting that occurred during the year

There were no changes in our internal control over financial reporting that occurred during the year

ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over

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9B – OTHER INFORMATION

During the fiscal quarter ended December 31, 2024, none of our officers

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

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

the fiscal quarter ended December 31, 2025, our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or

terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms

are defined in Item 408 of Regulation S-K.

9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Our directors and executive officers are as follows:

CEO and Chairman of the Board of Directors

Operating Officer

Financial Officer and Treasurer

Medical Officer and Secretary

Technical Officer

Seth Lederman

President, CEO and Chairman of the Board of

Richard Bagger

Margaret Smith Bell

Adeoye Olukotun

Newcomb Stillwell

Carolyn Taylor

Lead Director

Jessica Morris

Chief Operating Officer

Bradley Saenger

Chief Financial Officer and Treasurer

Gregory Sullivan

Chief Medical Officer and Secretary

Siobhan Fogarty

Chief Technical Officer

following information with respect to the principal occupation or employment of each nominee for director, the principal business

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director nominees:

Lederman, MD became our President, Chief Executive Officer, Chairman of the Board and a Director in October 2011.

Lederman founded Tonix Pharmaceuticals, Inc., a wholly-owned subsidiary of us (“Tonix Sub”) in 2007 and has acted as its

Chairman of the Board of Directors since its inception and as President since 2010.

Lederman is an inventor on key patents and

patent applications underlying our programs including:

TNX-102 SL’s eutectic composition;

and TNX-102 SL’s

pharmacokinetic profile and related therapeutic properties.

Lederman served as an Associate Professor at Columbia University,

between 1996 and 2017.

As an Assistant Professor at Columbia, Dr.

Lederman discovered and characterized the CD40-ligand, or CD154

and invented therapeutic candidates to treat autoimmune diseases and transplant rejection.

TNX-1500 is a mAb directed against CD154

invented by Dr.

Lederman was a Manager of L&L Technologies LLC, or L&L, from 1996 to March 2025.

Lederman has been the Managing Member of Seth Lederman Co, LLC since 2007 and was the Managing Member of Lederman & Co, LLC,

or Lederman & Co, from 2002 to March 2025, both of which are biopharmaceutical consulting and investing companies.

Lederman has also been

the Managing Member of Targent Pharmaceuticals, LLC, or Targent, since 2000, and was a Managing Member of Plumbline LLC from 2002 to

Targent was a founder of Targent Pharmaceuticals Inc.

on which Board of Directors Dr.

Lederman served from inception in

2001 until the sale of its assets to Spectrum Pharmaceuticals Inc.

Between January 2007 and November 2008, Dr.

a Managing Partner of Konanda Pharma Partners, LLC, a Director of Konanda Pharma Fund I, LP, and a Managing Partner of Konanda

General Partner, LLC, which were related private growth equity fund entities.

As well, between 2007 and 2008, Dr.

Chairman of Validus Pharmaceuticals, Inc.

and Fontus Pharmaceuticals, Inc., which were portfolio companies of the Konanda private

growth equity funds.

Since 2011, Dr.

Lederman has served as CEO and Chairman of Leder Laboratories Inc., or Leder Labs, and Starling

Pharmaceuticals Inc., or Starling, which are biopharmaceutical development companies.

Lederman was the chairman of Leder

Laboratories, Ltd., a wholly-owned subsidiary of Leder Laboratories Inc., between 2013 and 2018, when the entity was dissolved.

Lederman served as a member of the US – Japan Business Council.

Between 2006 and 2011, Dr.

Lederman was a director

of Research Corporation, a New York-based non-profit organization.

Lederman received his BA degree in Chemistry from Princeton

University in 1979 and his MD from Columbia University in 1983.

Lederman’s significant experience with our patent

portfolio and his experience as an entrepreneur, seed capital investor, fund manager, and director of start-up biopharmaceutical

companies were instrumental in his selection as a member of the Board.

Seth Lederman, MD became

our President, Chief Executive Officer, Chairman of the Board and a Director in October 2011.

Lederman founded Tonix Pharmaceuticals,

Inc., a wholly-owned subsidiary, in 2007 and has acted as its Chairman of the Board of Directors since its inception, and as President

Prior to becoming a biopharma entrepreneur, Dr.

Lederman served as an Associate Professor at Columbia University, where he

directed basic science research in molecular immunology, infectious diseases and the development of therapeutics for autoimmune diseases.

In addition to his research, Dr.

Lederman served as attending physician in the Edward Daniels Arthritis and Autoimmunity Clinic on the

Medical Service at Columbia Presbyterian Hospital.

Lederman received his BA degree in Chemistry from Princeton University in 1979

from Columbia University in 1983.

Lederman’s significant experience with drug discovery, development and commercialization

and his experience as an biotechnology executive director were instrumental in his selection as a member of the Board.

Bagger became a Director in June 2020.

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LLC, a New Jersey based consulting firm, since January 2020.

Bagger has also been an Adjunct Faculty member at the Rutgers

Bagger has also been an Adjunct Faculty member at Rutgers

University since 2018.

From 2012 through 2019, Mr.

Bagger was Executive Vice President of Corporate Affairs

and Market Access for Celgene Corporation (NASDAQ:

CELG), a global biopharmaceutical company, as well as a member of its Executive

From 1993 to 2010, Mr.

Bagger was Executive Vice President of Corporate Affairs and Market Access

for Celgene Corporation (NASDAQ:

CELG), a global biopharmaceutical company, as well as a member of its Executive Committee.

1993 to 2010, Mr.

Bagger held roles of increasing responsibility with Pfizer Inc.

PFE), a global pharmaceutical

company, and served as Senior Vice President, Worldwide Public Affairs and Policy, from 2006 to 2009.

Prior to joining Pfizer,

Bagger was Assistant General Counsel of Blue Cross and Blue Shield of New Jersey, a health insurer, and practiced law with

the law firm of McCarter & English.

Bagger served as Board Chair of the National Pharmaceutical Council for 2019 and is

a member of the Board of Directors of the U.S.

PFE), a global pharmaceutical company,

and served as Senior Vice President, Worldwide Public Affairs and Policy, from 2006 to 2009.

Prior to joining Pfizer, Mr.

was Assistant General Counsel of Blue Cross and Blue Shield of New Jersey, a health insurer, and practiced law with the law firm

of McCarter & English.

Bagger served as Board Chair of the National Pharmaceutical Council for 2019 and is a member of

the Board of Directors of the U.S.

Chamber of Commerce.

He is also on the advisory board for the Lerner Center for

the Study of Pharmaceutical Management Issues at Rutgers University Business School.

He is also on the advisory board for the Lerner Center for the Study of

Pharmaceutical Management Issues at Rutgers University Business School.

Bagger received an A.B.

degree from Princeton

University’s School of Public and International Affairs and a J.D.

degree from Princeton University’s

School of Public and International Affairs and a J.D.

degree from Rutgers University Law School.

extensive healthcare and public policy experience were instrumental in his selection as a member of the Board.

Bagger’s extensive

healthcare and public policy experience were instrumental in his selection as a member of the Board.

Smith Bell became a Director in September 2017.

Previously, Ms.

was a Vice President at Standard Life Investments where she was a portfolio manager and health care equity analyst.

also a Managing Director at Putnam Investments and served as a senior health care analyst and a portfolio manager of the Putnam

Health Sciences Trust.

Bell was an analyst and vice president at State Street Research and a research analyst at Alex.

Bell is a past member of the Board of Overseers at Beth Israel Deaconess Medical Center.

Bell was a Vice President at Standard Life Investments

where she was a portfolio manager and health care equity analyst.

Bell was also a Managing Director at Putnam Investments

and served as a senior health care analyst and a portfolio manager of the Putnam Health Sciences Trust.

Bell was an analyst

and vice president at State Street Research and a research analyst at Alex.

Brown & Sons, Inc.

Bell is a past member of

the Board of Overseers at Beth Israel Deaconess Medical Center.

Bell holds a B.A.

from Wesleyan University and an M.B.A.

from the Wharton School at the University of Pennsylvania.

Bell’s extensive

healthcare and investment banking experience were instrumental in her selection as a member of the Board.

the Wharton School at the University of Pennsylvania.

Bell’s extensive healthcare and investment banking experience

were instrumental in her selection as a member of the Board.

General David Grange (U.S.

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of Osprey Global Solutions, LLC (“OGS”), a Service Disabled Veterans Organization, since 2011.

MG Grange was Chief

Executive Officer of Pharm-Olam International, Ltd.

(“Pharm-Olam”), a contract research organization, from April 2017

to October 2019.

Prior to founding OGS, MG Grange was a member of the Board of Pharmaceutical Product Development, Inc.

PPDI), a contract research organization, from 2003 to 2009, and Chief Executive Officer from 2009 to 2011.

to PPDI he served in the McCormick Tribune Foundation for 10 years most recently as Chief Executive Officer and President, where

he also oversaw the support of Veteran Programs.

MG Grange served 30 years in the U.S.

Army as a Ranger, Green Beret, Aviator,

Infantryman and a member of special operating units.

At the Pentagon, he was Director of Army Current Operations, Readiness, and

Mobilization.

MG Grange commanded the Ranger Regiment and the First Infantry Division (the Big Red One).

MG Grange holds a master’s

degree in Public Service from Western Kentucky University.

MG Grange’s extensive experience in the pharmaceutical industry

and service with the U.S.

MG Grange was Chief Executive

Officer of Pharm-Olam International, Ltd., a contract research organization, from April 2017 to October 2019.

Prior to founding OGS, MG

Grange was a member of the Board of Pharmaceutical Product Development, Inc.

PPDI), a contract research organization, from 2003

to 2009, and Chief Executive Officer from 2009 to 2011.

Prior to PPDI MG Grange served in the McCormick Tribune Foundation for

10 years, most recently as Chief Executive Officer and President, where he also oversaw the support of Veteran Programs.

MG Grange served

30 years in the U.S.

Army as a Ranger, Green Beret, Aviator, Infantryman and a member of special operating units.

At the Pentagon, he

was Director of Army Current Operations, Readiness, and Mobilization.

MG Grange commanded the Ranger Regiment and the First Infantry Division

(the Big Red One).

MG Grange holds a master’s degree in Public Service from Western Kentucky University.

MG Grange’s extensive

experience in the pharmaceutical industry and service with the U.S.

military was instrumental in his selection as a member of our Board.

Hunter became a Director in June 2025.

Hunter served as executive Vice President

of Commercial Operations at Tonix Pharmaceuticals and President of Tonix Medicines from June 2023 to December 2024.

Hunter was CEO

and Co-founder of Validus Pharmaceuticals from 2007 to 2018.

Before co-founding Validus, Mr.

Hunter was Executive Director of Neuroscience

Sales at Novartis Pharmaceuticals.

Previously, Mr.

Hunter served as Executive Director of the Northeast Business Unit at Ciba Geigy Pharmaceuticals.

Hunter received his B.S.

from Seton Hall University and earned his M.B.A from Fairleigh Dickinson University.

Hunter’s extensive

experience in the pharmaceutical industry was instrumental in his selection as a member of our Board.

Olukotun, MD became a Director in September 2018.

Olukotun is a board member of Arrowhead Pharmaceuticals (ARWR), a publicly traded biopharmaceutical company.

Olukotun has been the Chief Executive Officer of CR Strategies, LLC, a medical products consulting company, since 2000.

was the Chief Executive Officer of Genesis Unicorn Corporation, a special acquisition company listed on Nasdaq (GENQU) that became

Genesis Unicorn Capital Corp.

(GENQ), and later became ESGL Holdings Ltd trading on Nasdaq (ESGL).

Olukoton was the Chief

Executive Officer of EpiGen Pharmaceuticals, Inc., a pharmaceutical company, from 2014 to January of 2018.

Olukotun served as

Vice Chairman of CardoVax, Inc., a pharmaceutical company, from 2012 to 2016, and as its Chief Executive Officer from 2006 to 2012.

He is also co-founder of VIA Pharmaceuticals, Inc., a pharmaceutical company, and served as the company’s Chief Medical

Officer from 2004 to 2008.

Olukotun is a board member of

Arrowhead Pharmaceuticals (ARWR), a publicly traded biopharmaceutical company.

Olukotun has been the Chief Executive Officer of CR

Strategies, LLC, a medical products consulting company, since 2000.

Olukotun was the Chief Executive Officer of Genesis Unicorn Corporation,

a special acquisition company listed on Nasdaq (GENQU) that became Genesis Unicorn Capital Corp.

(GENQ), and later became ESGL Holdings

Ltd trading on Nasdaq (ESGL).

Olukoton was the Chief Executive Officer of EpiGen Pharmaceuticals, Inc., a pharmaceutical company,

from 2014 to January of 2018.

Olukotun served as Vice Chairman of CardoVax, Inc., a pharmaceutical company, from 2012 to 2016, and

as its Chief Executive Officer from 2006 to 2012.

He is also co-founder of VIA Pharmaceuticals, Inc., a pharmaceutical company, and served

as the company’s Chief Medical Officer from 2004 to 2008.

Olukotun is a member of the board of directors of Arrowhead Pharmaceuticals.

extensive medical background and experience in the pharmaceutical industry was instrumental in his selection as a member of our

Olukotun received his B.A.

from University of North Carolina, Chapel Hill, his M.D.

from Albert Einstein College of Medicine, and

from Harvard School of Public Health.

Olukotun’s extensive medical background and experience in the pharmaceutical

industry was instrumental in his selection as a member of our Board.

Newcomb Stillwell became a director in March 2023.

Stillwell has held positions of varying responsibility at the law firm

of Ropes & Gray LLP from 1984 to 2021, including, most recently, as co-managing partner of the Ropes & Gray Boston office.

Stillwell has held positions of varying responsibility at the law

firm of Ropes & Gray LLP from 1984 to 2021, including, most recently, as co-managing partner of the Ropes & Gray Boston

Stillwell graduated from Harvard Law School and earned an A.B.

from Princeton University.

Stillwell’s extensive advisory experience

on numerous transactions in the life science and healthcare sectors was instrumental in his selection as a member of the Board.

Stillwell’s extensive

advisory experience on numerous transactions in the life science and healthcare sectors was instrumental in his selection as a

member of the Board.

Taylor became a director in July 2021.

Taylor was general counsel of Strike Protocols Inc., a financial technology

company, from 2019 to 2020, and held positions of varying responsibility, including partner, and most recently, of counsel, at

the law firm of Covington & Burling LLP from 1989 to 2000 and 2004 to 2015.

Taylor was general counsel of Strike

Protocols Inc., a financial technology company, from 2019 to 2020, and held positions of varying responsibility, including partner, and

most recently, of counsel, at the law firm of Covington & Burling LLP from 1989 to 2000 and 2004 to 2015.

From 2000 to 2003, Ms.

Taylor served as Executive

Vice President and General Counsel of Longitude, Inc., a financial services company.

Taylor graduated from Columbia Law School

and earned a B.A.

served as Executive Vice President and General Counsel of Longitude, Inc., a financial services company.

Taylor graduated from Columbia

Law School and earned a B.A.

from Brown University.

Taylor’s broad transactional experience was instrumental in her selection as

a member of the Board.

Taylor’s broad transactional experience was instrumental in her selection

as a member of the Board.

Treco became a director in February 2019 and has been our Lead Director since March 2020.

Treco continues to be involved

with several small clinical research companies operating out of the Hanover, N ew Hampshire area.

Treco has been a Managing

Partner at First Chicago Advisors, Inc., a boutique financial advisory firm where he advised executives and boards of directors

of a wide range of companies, from global, large-cap companies to emerging companies, from 2009 to 2012 and from 2014 to 2024.

Treco continues to be involved with several small clinical research companies operating out of the Hanover, New Hampshire area.

Treco has been a Managing Partner at First Chicago Advisors, Inc., a boutique financial advisory firm where he advised

executives and boards of directors of a wide range of companies, from global, large-cap companies to emerging companies, from

2009 to 2012 and from 2014 to 2024.

From 2012 to 2013 Mr.

Treco was an investment banker with Gleacher & Company, a company that previously operated an investment

banking business, providing corporate and institutional clients with strategic and financial advisory services.

various positions of increasing responsibility at Salomon Brothers/Citigroup from 1984 to 2008, where he used his extensive experience

in the global capital markets to advise a wide range of clients.

Treco was an investment banker with Gleacher & Company, a company

that previously operated an investment banking business, providing corporate and institutional clients with strategic and financial

advisory services.

Treco held various positions of increasing responsibility at Salomon Brothers/Citigroup from 1984 to 2008,

where he used his extensive experience in the global capital markets to advise a wide range of clients.

Treco holds a B.A.

from Yale University and an M.B.A.

the Stanford University Graduate School of Business.

Treco’s extensive healthcare and investment banking experience

were instrumental in his selection as a member of the Board.

from the Stanford University Graduate School of Business.

Treco’s extensive healthcare

and investment banking experience were instrumental in his selection as a member of the Board.

Morris is our Chief Operating Officer and has worked for the Company since April 2013, first as a consultant (April 2013

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in Music from the University of Virginia, where she was an Echols Scholar.

Saenger, CPA became our Chief Financial Officer in February 2016.

Saenger has worked for us since May 2014, as

the Director of Accounting (May 2014 – December 2015) and VP of Accounting (January 2016 – February 2016).

June 2013 and March 2014, Mr.

Saenger worked for Shire Pharmaceuticals as a consultant in the financial analyst research and development

Saenger, CPA became Chief Financial Officer in February 2016 and joined Tonix in May

2014, where he held positions of increasing responsibility.

Since November 2015, Mr.

Saenger has been a director of Tonix Pharma Holdings Limited.

Between February 2013 and May 2013,

Saenger worked for Stewart Health Care System as a financial consultant.

Saenger has been a director of Tonix Pharma Holdings

Between June 2013 and March 2014, Mr.

Saenger worked for Shire Pharmaceuticals as a consultant in the financial analyst research

and development group.

Between February 2013 and May 2013, Mr.

Saenger worked for Stewart Health Care System, formerly a private, for-profit

hospital operator, as a financial consultant.

Between October 2011 and December 2012, Mr.

was an Associate Director of Accounting at Vertex Pharmaceuticals, Inc.

Saenger was an Associate Director of Accounting

at Vertex Pharmaceuticals, Inc., a publicly traded biotech company (Nasdaq:

Between January 2005 and September 2011, Mr.

Saenger worked

for Alere Inc., as a Manager of Corporate Accounting and Consolidations (2007 – 2011) and Manager of Financial Reporting

(2005 – 2006).

Saenger also worked for PricewaterhouseCoopers LLP, Shifren Hirsowitz, public accountants and auditors

in Johannesburg, South Africa, Investec Bank in Johannesburg, South Africa and Norman Sifris and Company, public accountants and

auditors in Johannesburg, South Africa.

Saenger received his Bachelor’s and Honors’ degrees in Accounting Science

from the University of South Africa.

Saenger is a Chartered Accountant in South Africa and a Certified Public Accountant in

the Commonwealth of Massachusetts.

worked for Alere Inc., formerly a global manufacturer of rapid point-of-care diagnostic tests that was acquired by Abbott Laboratories,

as a Manager of Corporate Accounting and Consolidations (2007 – 2011) and Manager of Financial Reporting (2005 – 2006).

Saenger also worked for PricewaterhouseCoopers LLP, Shifren Hirsowitz, public accountants and auditors in Johannesburg, South Africa,

Investec Bank in Johannesburg, South Africa and Norman Sifris and Company, public accountants and auditors in Johannesburg, South Africa.

Saenger received his Bachelor’s and Honors’ degrees in Accounting Science from the University of South Africa.

is a Chartered Accountant in South Africa and a Certified Public Accountant in the Commonwealth of Massachusetts.

Sullivan, MD became our Chief Medical Officer on June 3, 2014 and our Secretary in March 2017.

Prior to becoming

our Chief Medical Officer, he served on our Scientific Advisory Board since October 2010, and had also provided ad hoc consulting

Prior to becoming our Chief Medical Officer, he served on our Scientific Advisory Board since October 2010, and had also provided ad hoc consulting services.

Previously, Dr.

Sullivan had been a member of the faculty of Columbia University since July 1999, where he served as

an Assistant Professor of Psychiatry in the Department of Psychiatry at Columbia University Medical Center (CUMC) until June 2014.

Sullivan had been a member of the faculty of Columbia University since July 1999, where he served as an Assistant Professor of Psychiatry in the Department of Psychiatry at Columbia University Medical Center (“CUMC”) until June 2014.

Between June 1997 and August 2014, Dr.

Sullivan maintained a part-time psychiatry practice.

He served as a Research Scientist

at the New York State Psychiatric Institute (NYSPI) from December 2006 to June 2014.

He also served as a member of the Institutional

Review Board of the NYSPI from January 2009 to June 2014.

As Principal Investigator and Co-Investigator on several human studies

Sullivan has administered the recruitment, biological assessments, treatment, and safety of participants with PTSD

in clinical trials of the disorder.

He has published more than 50 articles and chapters on research topics ranging from stress

and anxiety disorders to abnormal serotonin receptor expression in depression, PTSD and panic disorder.

He is a recipient of grants

from the National Institute of Mental Health (NIMH), the Anxiety Disorders Association of America, NARSAD, the Dana Foundation,

and the American Foundation for Suicide Prevention.

Sullivan received a BA in Biology from the University of California, Berkeley,

and received his MD from the College of Physicians & Surgeons at Columbia University.

He completed his residency training

in psychiatry at CUMC, and then a two-year NIMH-sponsored research fellowship in anxiety and affective disorders before joining

the faculty at Columbia.

Fogarty became our Chief Technical Officer in February 2025.

Siobhan has worked for Tonix Pharma Limited, a wholly-owned subsidiary

of the Company, since September 2016, holding roles with increasing responsibility, most recently as Executive Vice President, Product

Development, since February 2021, and prior to that as Vice President, Product Development, since February 2019.

Fogarty started

her career with Elan Corporation as a formulation scientist.

Fogarty moved to Glaxo SmithKline as a manufacturing strategist post

the merger of Glaxo and SmithKline Beecham.

Fogarty established European product development sites for Fuisz Technologies and Biovail

He served as a Research Scientist at the New York State Psychiatric Institute (“NYSPI”) from December 2006 to June 2014.

Sullivan also served as a member of the Institutional Review Board of the NYSPI from January 2009 to June 2014.

As Principal Investigator and Co-Investigator on several human studies of PTSD, Dr.

Sullivan has administered the recruitment, biological assessments, treatment, and safety of participants with PTSD in clinical trials of the disorder.

He has published more than 50 articles and chapters on research topics ranging from stress and anxiety disorders to abnormal serotonin receptor expression in depression, PTSD and panic disorder.

He is a recipient of grants from the National Institute of Mental Health ("NIMH"), the Anxiety Disorders Association of America, NARSAD, the Dana Foundation, and the American Foundation for Suicide Prevention.

Sullivan received a BA in Biology from the University of California, Berkeley, and received his MD from the College of Physicians & Surgeons at Columbia University.

He completed his residency training in psychiatry at CUMC, and then a two-year NIMH-sponsored research fellowship in anxiety and affective disorders before joining the faculty at Columbia.

Fogarty became our Chief Technical Officer in February 2025, prior to which.

Siobhan has worked for she held roles of

increasing responsibility Tonix Pharma Limited, a wholly-owned subsidiary of the Company, since September 2016, holding roles with

increasing responsibility, most recently as Executive Vice President, Product Development, since February 2021, and prior to that as

Vice President, Product Development, since February 2019.

Fogarty started her career with Elan Corporation, an Irish

pharmaceutical company, as a formulation scientist.

Fogarty moved to Glaxo SmithKline, a publicly traded pharmaceutical company

GSK), as a manufacturing strategist post following the merger of Glaxo and SmithKline Beecham.

Fogarty established

European product development sites for Fuisz Technologies, a privately held technology company, and Biovail Corporation, a privately

held specialty pharmaceutical company.

Subsequently Ms.

Fogarty started her own consultancy company, e MSc, continuing to consult with pharmaceutical

companies in product development and implementation of a phased approach to quality.

Fogarty earned a Bachelor of Science in Industrial

Chemistry from the University of Limerick, and a Masters in Pharmaceutical Science from the School of Pharmacy, Trinity College Dublin.

Fogarty started her own consultancy company, eMSc, continuing to consult

with pharmaceutical companies in product development and implementation of a phased approach to quality.

Fogarty earned a

Bachelor of Science in Industrial Chemistry from the University of Limerick, and a Masters in Pharmaceutical Science from the School

of Pharmacy, Trinity College Dublin.

serve until the next annual meeting of shareholders or until their successors are elected and qualified.

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discretion of the Board.

Board has determined that (i) Seth Lederman has a relationship which, in the opinion of the Board, would interfere with the exercise

of independent judgment in carrying out the responsibilities of a director and is not an “independent director” as

defined in the Marketplace Rules of The NASDAQ Stock Market and (ii) Richard Bagger, Margaret Smith Bell, David Grange, Adeoye

Olukotun, Newcomb Stillwell, Carolyn Taylor and James Treco are each an independent director as defined in the Marketplace Rules

of The NASDAQ Stock Market.

The Board has determined that

(i) because Seth Lederman is an executive officer of the Company, he has a relationship which, in the opinion of the Board, would interfere

with the exercise of independent judgment in carrying out the responsibilities of a director and is not an “independent director”

as defined in the Marketplace Rules of The NASDAQ Stock Market, (ii) because James Hunter was a former employee of the Company, he has

a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director and is not an “independent director” as defined in the Marketplace Rules of The NASDAQ Stock Market, and (iii)

Richard Bagger, Margaret Smith Bell, David Grange, Adeoye Olukotun, Newcomb Stillwell, Carolyn Taylor and James Treco are each an independent

director as defined in the Marketplace Rules of The NASDAQ Stock Market.

Leadership Structure

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This structure

allows one person to speak for and lead both the Company and the Board, while also providing for effective independent

board oversight through an independent lead director.

Lederman, our CEO, serve as Chairman creates clear and unambiguous

authority, which is essential to effective management.

Our Board and management can respond more effectively to a clearer line

of authority.

By designating our CEO as its Chairman, our Board also sends as an important signal to our employees and shareholders

about who is accountable.

allows one person to speak for and lead both the Company and the Board, while also providing for effective independent board oversight

through an independent lead director.

Lederman, our CEO, serve as Chairman creates clear and unambiguous authority,

which is essential to effective management.

Our Board and management can respond more effectively to a clearer line of authority.

By designating our CEO as its Chairman, our Board also sends as an important signal to our employees and shareholders about who

is accountable.

Further, since Dr.

Lederman is the founder of our Company and is an inventor on key patents and patent

applications underlying our programs, we believe that Dr.

Lederman is best-positioned to set our Board’s agenda and provide

have established the position of lead director, which has been held by Mr.

Treco since March 2021.

The lead director has the following

responsibilities, as detailed in the Lead Director charter, adopted by the Board (and also performs any other functions the Board

may request):

leadership — provides leadership to the Board in any situation where the chairman’s role may be,

or may be perceived to be, in conflict, and also chairs meetings when the chairman is absent;

of independent director meetings — leads independent director meetings, which take place without any management

directors or Tonix employees present;

meetings — calls additional independent director meetings as needed;

Lederman is the founder of our Company and is an inventor on key patents and patent applications

underlying our programs, we believe that Dr.

Lederman is best-positioned to set our Board’s agenda and provide leadership.

We have established the position of lead director, which has been held

Treco since 2020.

The lead director has the following responsibilities, as detailed in the Lead Director charter, adopted by the

Board (and also performs any other functions the Board may request):

Board leadership

— provides leadership to the Board in any situation where the chairman’s role may be, or may be perceived

to be, in conflict, and also chairs meetings when the chairman is absent;

Leadership of

independent director meetings — leads independent director meetings, which take place without any management directors

or Tonix employees present;

Additional meetings

— calls additional independent director meetings as needed;

Chairman-independent

director liaison — regularly meets with the chairman and serves as liaison between the chairman and

the independent directors;

communications — makes himself available for direct communication with our stockholders;

agenda, schedule & information — works with the chairman regarding meeting agendas, meeting schedules and

information sent to directors for Board meetings, including the quality, quantity, appropriateness and timeliness of

such information;

and consultants — recommends to the Board the retention of outside advisors and consultants who report directly

to the Board on Board-wide issues.

director liaison — regularly meets with the chairman and serves as liaison between the chairman and the independent

Stockholder communications

— makes himself available for direct communication with our stockholders;

Board agenda,

schedule & information — works with the chairman regarding meeting agendas, meeting schedules and information

sent to directors for Board meetings, including the quality, quantity, appropriateness and timeliness of such information;

consultants — recommends to the Board the retention of outside advisors and consultants who report directly to the

Board on Board-wide issues.

Role in Risk Oversight

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communications addressed to such person or persons in care of Tonix Pharmaceuticals Holding Corp., Attention:

Secretary, 26 Main

Street, Suite 101, Chatham, New Jersey 07928.

All communications will be compiled by the Secretary and submitted to the addressee.

Secretary, 200 Connell

Drive, Suite 3100, Berkeley Heights, New Jersey 07922.

All communications will be compiled by the Secretary and submitted to the

If the Board modifies this process, the revised process will be posted on the Company’s website.

and Committees of the Board

the fiscal year ended December 31, 2024, the Board held 11 meetings, the Audit Committee held 10 meetings, the Compensation Committee

held six meetings and the Nominating and Corporate Governance Committee held four meetings.

The Board and Board committees also

approved certain actions by unanimous written consent.

the fiscal year ended December 31, 2025, the Board held 10 meetings, the Audit Committee held eight meetings, the Compensation

Committee held eight meetings and the Nominating and Corporate Governance Committee held five meetings.

The Board and Board

committees also approved certain actions by unanimous written consent.

of the directors attended at least 75% of the aggregate of the total number of meetings of our Board (held during the period for

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and function of each committee is as follows:

Board Committee Membership

Nominating and

Committee Membership

Corporate Governance

Richard Bagger

Margaret Smith Bell

Adeoye Olukotun

Newcomb Stillwell

Carolyn Taylor

Member of Committee

Audit Committee consists of James Treco, Chair of the Committee, Richard Bagger, Margaret Smith Bell and Newcomb Stillwell.

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Our Board has adopted a written charter

for the Compensation Committee, a copy of which is posted under the “Investors” tab under “Governance” on

our website, which is located at www.tonixpharma.com.

for the Compensation Committee, a copy of which is posted under the “Investors” tab under “Governance”

on our website, which is located at www.tonixpharma.com.

and Corporate Governance Committee

Our Compensation Committee consists of Margaret Smith Bell, Chair of the

Committee, David Grange, Adeoye Olukotun and Carolyn Taylor.

Our Board has determined that all of the members are “independent”

under the current listing standards of the NASDAQ Stock Market.

Our Board has adopted a written charter setting forth the authority and

responsibilities of the Compensation Committee.

Our Compensation Committee has engaged Aon plc, an independent executive compensation

consultant, to provide advice and recommendations on the structure, amount and form of executive and director compensation and the competitiveness

At the request of the Compensation Committee, the compensation consultant provided, among other things, comparative data from

selected peer companies.

The compensation consultant reports directly to the Compensation Committee.

The Compensation Committee’s

decision to hire the compensation consultant was not made or recommended by Company management.

The compensation consultant has not performed

any work for the Company except with respect to the work that it has done directly for the Compensation Committee.

Our Compensation Committee has responsibility for, among other things,

evaluating and making decisions regarding the compensation of our executive officers, assuring that the executive officers are compensated

effectively in a manner consistent with our stated compensation strategy, producing an annual report on executive compensation in accordance

with the rules and regulations promulgated by the SEC and periodically evaluating and administering the terms and administration of our

incentive plans and benefit programs.

In addition, our Compensation Committee reviews and makes recommendations to the Board regarding

incentive compensation plans that require shareholder approval, director compensation and the related executive compensation information

for inclusion in the Company’s Annual Report on Form 10-K and proxy statement, and employment and severance agreements relating

to the chief executive officer.

Our Board has adopted a written charter for the Compensation Committee, a copy of which is posted under

the “Investors” tab under “Governance” on our website, which is located at www.tonixpharma.com.

Our Nominating and Corporate

Governance Committee consists of Richard Bagger, Chair of the Committee, David Grange, Newcomb Stillwell and James Treco.

The Board has

determined that all of the members are “independent” under the current listing standards of the NASDAQ Stock Market.

Our Nominating and Corporate Governance Committee has responsibility for

assisting the Board in, among other things, effecting the organization, membership and function of the Board and its committees.

The Nominating

and Corporate Governance Committee identifies and evaluates the qualifications of all candidates for nomination for election as directors,

and seeks director nominees that complement and enhance the effectiveness of the existing Board to ensure that its members have varied

and relevant backgrounds, skills, knowledge, perspectives and experiences.

In addition, the Nominating and Corporate Governance Committee

is responsible for developing, recommending and evaluating corporate governance standards and a code of business conduct and ethics.

Nominating and Corporate Governance Committee is also responsible for developing, recommending and evaluating corporate governance standards

and a code of business conduct and ethics.

Our Board has adopted a written charter for the Nominating and Corporate Governance Committee,

a copy of which is posted under the “Investors” tab under “Governance” on our website, which is located at www.tonixpharma.com .

provided in its charter and our Company’s corporate governance principles, the Nominating and Corporate Governance Committee

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However, at a minimum, candidates for director must possess:

personal and professional ethics and integrity;

ability to exercise sound judgment;

ability to make independent analytical inquiries;

willingness and ability to devote adequate time and resources to diligently perform Board and committee duties;

appropriate and relevant business experience and acumen.

high personal and

professional ethics and integrity;

the ability to exercise

sound judgment;

the ability to make

independent analytical inquiries;

a willingness and

ability to devote adequate time and resources to diligently perform Board and committee duties;

the appropriate

and relevant business experience and acumen.

addition to these minimum qualifications, the Nominating and Corporate Governance Committee also takes into account when considering

whether to nominate a potential director candidate the following factors:

the person possesses specific industry expertise and familiarity with general issues affecting our business;

the person’s nomination and election would enable the Board to have a member that qualifies as an “audit committee

financial expert” as such term is defined by the SEC in Item 401 of Regulation S-K;

the person would qualify as an “independent” director under the listing standards of the Nasdaq Stock Market;

importance of continuity of the existing composition of the Board to provide long term stability and experienced oversight;

importance of diversified Board membership, in terms of both the individuals involved and their various experiences and areas

of expertise.

whether the person

possesses specific industry expertise and familiarity with general issues affecting our business;

whether the person’s

nomination and election would enable the Board to have a member that qualifies as an “audit committee financial expert”

as such term is defined by the SEC in Item 401 of Regulation S-K;

whether the person

would qualify as an “independent” director under the listing standards of the Nasdaq Stock Market;

the importance of

continuity of the existing composition of the Board to provide long term stability and experienced oversight;

the importance of

diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise.

Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders provided such recommendations

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by the Nominating and Corporate Governance Committee must comply with the following:

recommendation must be made in writing to the Corporate Secretary at Tonix Pharmaceuticals Holding Corp.;

recommendation must include the candidate’s name, home and business contact information, detailed biographical data

and qualifications, information regarding any relationships between the candidate and the Company within the last three years

and evidence of the recommending person’s ownership of the Company’s common stock;

recommendation shall also contain a statement from the recommending shareholder in support of the candidate;

references, particularly within the context of those relevant to board membership, including issues of character, judgment,

diversity, age, independence, expertise, corporate experience, length of service, other commitments and the like;

statement from the shareholder nominee indicating that such nominee wants to serve on the Board and could be considered “independent”

The recommendation

must be made in writing to the Corporate Secretary at Tonix Pharmaceuticals Holding Corp.;

The recommendation

must include the candidate’s name, home and business contact information, detailed biographical data and qualifications,

information regarding any relationships between the candidate and the Company within the last three years and evidence of

the recommending person’s ownership of the Company’s common stock;

The recommendation

shall also contain a statement from the recommending shareholder in support of the candidate;

professional references, particularly

within the context of those relevant to board membership, including issues of character, judgment, diversity, age, independence,

expertise, corporate experience, length of service, other commitments and the like;

and personal references;

A statement from

the shareholder nominee indicating that such nominee wants to serve on the Board and could be considered “independent”

under the Rules and Regulations of the Nasdaq Stock Market and the SEC, as in effect at that time.

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Against Certain Transactions

All of our employees and directors are prohibited from hedging or pledging

Tonix stock, or engaging in short sales or trading in standardized options under our Statement of Company Policy on Insider Trading and

Policy Regarding Special Trading Procedures (the “Insider Trading Policy”).

of our employees and directors are prohibited from hedging or pledging Tonix stock, or engaging in short sales or trading in standardized

options under our Statement of Company Policy on Insider Trading and Policy Regarding Special Trading Procedures (the “Insider

Trading Policy”).

Trading Policies and Procedures

We have adopted the Insider Trading.

These policies and procedures apply

to all of our directors, officers and employees.

We believe that the Insider Trading Policy is reasonably designed to promote compliance

with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of the Insider Trading Policy is filed

as Exhibit 19.01 to this Form 10-K.

have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees which can be found

on our website at https://ir.tonixpharma.com/corporate-governance/governance-documents.

in Certain Legal Proceedings

directors and executive officers have not been involved in any of the following events during the past ten years:

bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining them from or otherwise limiting their

involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities

found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures

Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed,

suspended, or vacated;

subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or

regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over

its members or persons associated with a member.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers

and persons who beneficially own more than 10% of our outstanding common shares to file reports with the SEC regarding their share ownership

and changes in their ownership of our common shares.

Based on our records and representations from our directors and executive officers,

we believe that all Section 16(a) filing requirements applicable to our directors and executive officers were complied with during the

fiscal year ended December 31, 2024.

have adopted the Insider Trading Policy.

These policies and procedures apply to all of our directors, officers and employees.

that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations,

and listing standards applicable to us.

A copy of the Insider Trading Policy is filed as Exhibit 19.01 to this Form 10-K.

have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees which can be found on

our website at https://ir.tonixpharma.com/corporate-governance/governance-documents.

We intend to disclose future amendments to certain

provisions of our Code of Business Conduct and Ethics, or waivers of such provisions applicable to any principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website

identified above or in filings with the SEC.

Section 16(a) Reports

16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our outstanding

common shares to file reports with the SEC regarding their share ownership and changes in their ownership of our common shares.

Based on our records and representations from our directors and executive officers, we believe that all Section 16(a) filing requirements

applicable to our directors and executive officers were complied with during the fiscal year ended December 31, 2025.

11 – EXECUTIVE COMPENSATION

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included the following:

emphasis on pay for performance .

A significant portion of our executive officers’ total compensation is variable

and at risk and tied directly to measurable performance, including pre-specified corporate, strategic or developmental goals,

which aligns the interests of our executives with those of our stockholders;

results are linked to Company and individual performance .

When looking at performance over the year, we equally

weigh individual performance as well as that of the Company as a whole.

Target annual compensation is positioned

to allow for above-median compensation to be earned through an executive officer’s and the Company’s extraordinary

as a key component to align the interests of our executives with those of our stockholders.

Our Compensation Committee

believes that keeping executives interests aligned with those of our stockholders is critical to driving toward achievement

of long-term goals of both our stockholders and the Company.

Accordingly, a significant portion of our executives’ compensation

are stock based, including stock options that are exercisable at a percentage above market value at the time of grant;

group positioning .

While the Compensation Committee considers the level of compensation paid by the companies in

our peer group as a reference point that provides a framework for its compensation decisions, in order to maintain competitiveness

and flexibility, the Compensation Committee does not target compensation at a particular level relative to the peer group;

nor does the Compensation Committee employ a formal benchmarking strategy or rely upon specific peer–derived targets.

An emphasis on

pay for performance .

A significant portion of our executive officers’ total compensation is variable and at risk

and tied directly to measurable performance, including pre-specified corporate, strategic or developmental goals, which aligns

the interests of our executives with those of our stockholders;

Performance results

are linked to Company and individual performance .

When looking at performance over the year, we equally weigh individual

performance as well as that of the Company as a whole.

Target annual compensation is positioned to allow for above-median

compensation to be earned through an executive officer’s and the Company’s extraordinary performance;

Equity as a key

component to align the interests of our executives with those of our stockholders.

Our Compensation Committee believes

that keeping executives interests aligned with those of our stockholders is critical to driving toward achievement of long-term

goals of both our stockholders and the Company.

Accordingly, a significant portion of our executives’ compensation are

stock based, including stock options that are exercisable at a percentage above market value at the time of grant;

Peer group positioning .

While the Compensation Committee considers the level of compensation paid

by the companies in our peer group as a reference point that provides a framework for its compensation decisions, in order to maintain

competitiveness and flexibility, the Compensation Committee does not employ a formal benchmarking strategy or rely upon specific peer–derived

2025, we also continued practices that demonstrate good governance and careful stewardship of corporate assets, including:

personal benefits .

Our executive officers are eligible for the same benefits as our non-executive salaried employees,

and they do not receive any additional perquisites.

retirement benefits .

We do not provide our executive officers with a traditional retirement plan, or with any supplemental

deferred compensation or retirement benefits.

tax gross-ups .

Limited personal

Our executive officers are eligible for the same benefits as our non-executive salaried employees, and they

do not receive any additional perquisites.

No retirement

We do not provide our executive officers with a traditional retirement plan, or with any supplemental deferred

compensation or retirement benefits.

No tax gross-ups .

We do not provide our executive officers with any tax gross-ups.

single-trigger cash change in control benefits .

We do not provide cash benefits to, or accelerate the vesting of unvested

equity grants issued to, our executives upon a change in control, absent an actual termination of employment.

No single-trigger

cash change in control benefits .

We do not provide cash benefits to, or accelerate the vesting of unvested equity grants

issued to, our executives upon a change in control, absent an actual termination of employment.

our annual meeting in May 2025, we conducted our tri-annual advisory vote on executive compensation, commonly referred to as a

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Officer, and the two next most highly paid executive officers for fiscal years 2025 and 2024.

Name & Principal

Incentive Plan

Pension Value and

Non-Qualified

Seth Lederman

Chief Executive Officer

Executive Officer

Jessica Morris

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plan during the fiscal year ended December 31, 2025.

All Other Option Awards:

Other Option Awards:

Number of Securities

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Option Awards ($/Share)

Grant Date Fair Value of

Date Fair Value of

Stock and Option Awards

(1) Represents

the aggregate grant date fair value of options granted in accordance with FASB ASC Topic 718.

(2) Represents

an exercise price at a 125% premium of the closing price of the Company’s common stock on the grant date.

Seth Lederman

Represents the aggregate

grant date fair value of options granted in accordance with FASB ASC Topic 718.

Represents an exercise

price at a 125% premium of the closing price of the Company’s common stock on the grant date.

and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

do not have any formal policy that requires us to grant, or avoid granting, stock options at particular times.

Consistent with our annual

compensation cycle, if options are to be granted, the Compensation Committee generally seeks to grant annual stock option awards in connection

with their conducting and completing such annual review, which typically occurs in approximately February of each year.

Options are awarded

to our non-employee directors pursuant to our Amended and Restated 2020 Plan, which is awarded on the date of our annual meeting of stockholders.

The timing of any stock option grants in connection with new hires, promotions, or other non-routine grants may be tied to the event

giving rise to the award (such as an employee’s commencement of employment or promotion effective date), and in other cases such

grants may be awarded at the same time with other annual grants.

As a result, in all cases, the timing of grants of stock options occurs

independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information

for the purpose of affecting the value of executive compensation.

stock options were issued to executive officers in 2024 during any period beginning four business days before the filing of a periodic

report or current report disclosing material non-public information (other than a current report on Form 8-K disclosing a material new

option award grant under Item 5.02(e) of that form) and ending one business day after the filing or furnishing of such report with the

Consistent with

our annual compensation cycle, if options are to be granted, the Compensation Committee generally seeks to grant annual stock

option awards in connection with their conducting and completing such annual review, which typically occurs in approximately February

of each year.

Options are awarded to our non-employee directors pursuant to our Amended and Restated 2020 Plan, which is awarded

on the date of our annual meeting of stockholders.

The timing of any stock option grants in connection with new hires, promotions,

or other non-routine grants may be tied to the event giving rise to the award (such as an employee’s commencement of employment

or promotion effective date), and in other cases such grants may be awarded at the same time with other annual grants.

in all cases, the timing of grants of stock options occurs independent of the release of any material nonpublic information, and

we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

stock options were issued to executive officers in 2025 during any period beginning four business days before the filing of a

periodic report or current report disclosing material non-public information (other than a current report on Form 8-K disclosing

a material new option award grant under Item 5.02(e) of that form) and ending one business day after the filing or furnishing

of such report with the SEC.

Equity Awards at December 31, 2025

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16,384,000.00

$ 13,120,000.00

$ 16,384,000.00

Jessica Morris

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16,384,000.00

$ 16,384,000.00

Bradley Saenger

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16,384,000.00

$ 16,384,000.00

Gregory Sullivan

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16,384,000.00

$ 16,384,000.00

shares subject to this stock option vest 1/3rd upon the date(s) that certain stock price goals are achieved.

subject to this stock option vest 1/3 rd upon the date(s) that certain stock price goals are achieved.

The stock price

goals are such date(s) when the Company’s common stock has an average closing sales price equal to or exceeding each

of $3,840,000,000.00, $4,480,000,000.00 and $5,120,000,000.00 per share for 20 consecutive trading days, subject to a one

year minimum service period prior to vesting.

shares subject to this stock option vested as to 10% of the shares on February 15, 2023, 10% of the shares on February 15,

2024, 40% of the shares on February 15, 2025 and 40% of the shares on February 15, 2026.

shares subject to this stock option vested as to 1/3 of the shares on February 23, 2024, with the remaining shares vesting

on an equal monthly basis over the following 24 months.

shares subject to this stock option were in lieu of a cash award, Dr.

Lederman’s bonus shall be paid in the form of

a stock option award granted pursuant to the 2020 Plan, with 100% of such options vesting on the six-month anniversary of

issuance, expiring 10 years from date of issuance and having an exercise price per share equal to the closing price of the

Company’s common stock on February 27, 2024.

goals are such date(s) when the Company’s common stock has an average closing sales price equal to or exceeding each of $3,840,000,000.00,

$4,480,000,000.00 and $5,120,000,000.00 per share for 20 consecutive trading days, subject to a one year minimum service period prior

The shares subject

to this stock option vested as to 10% of the shares on February 15, 2023, 10% of the shares on February 15, 2024, 40% of the

shares on February 15, 2025 and 40% of the shares on February 15, 2026.

The shares subject to this

stock option vested as to 1/3 rd of the shares on February 23, 2024, with the remaining shares vesting on an equal monthly

basis over the following 24 months.

The shares subject to this stock option were in lieu of a cash award, Dr.

Lederman’s 2024 cash bonus was paid in the form of a stock option award granted pursuant to the 2020 Plan, with 100% of such options

vesting on the six-month anniversary of issuance, expiring 10 years from date of issuance.

The shares subject

to this stock option vested as to 1/3 of the shares on February 23, 2025, with the remaining shares vesting on an equal monthly

basis over the following 24 months.

shares subject to this stock option vested as to 1/3 of the shares on February 25, 2026, with the remaining shares vesting

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column A) (2) (C)

compensation plans approved by security holders (1)

27,540,609.31

compensation plans not approved by security holders

27,540,609.31

of the Company’s 2012 Amended and Restated Incentive Stock Option Plan, the 2014 Stock Incentive Plan, the 2016 Stock

Incentive Plan, the 2017 Stock Incentive Plan, the 2018 Equity Incentive Plan, the 2019 Stock Incentive Plan, the 2020 Stock

Incentive Plan, the Amended and Restated 2020 Stock Incentive Plan and the 2019 Employee Stock Purchase Plan, the 2020 Employee

Stock Purchase Plan, and the 2022 Employee Stock Purchase Plan (the “ESPP”).

Consists of shares available for future issuance

under the Amended and Restated 2020 Plan and our ESPP.

As of December 31, 2023, 0 shares of common stock were available for issuance

under the Amended and Restated 2020 Plan and 159 shares of common stock were available for issuance under the ESPP.

Equity compensation plans

approved by security holders (1)

Equity compensation

plans not approved by security holders

Consists of the Company’s 2014 Stock Incentive Plan, the 2016 Stock

Incentive Plan, the 2017 Stock Incentive Plan, the 2018 Equity Incentive Plan, the 2019 Stock Incentive Plan, the 2020 Stock Incentive

Plan, the Amended and Restated 2020 Stock Incentive Plan and the 2019 Employee Stock Purchase Plan, the 2020 Employee Stock Purchase Plan,

2022 Employee Stock Purchase Plan, and the 2025 Employee Stock Purchase Plan (the “ESPP”).

Consists of shares available for future issuance under the Amended and

Restated 2020 Plan and our ESPP.

As of December 31, 2025, 159 shares of common stock were available for issuance under the Amended and

Restated 2023 Plan and 2,000,000 shares of common stock were available for issuance under the 2025 ESPP.

Contracts and Termination of Employment and Change-In-Control Arrangements

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Lederman under the Lederman Agreement was $425,000 per annum and as of March 1, 2026, the base salary is $743,000.

Lederman Agreement has an initial term of one year and automatically renews for successive one year terms unless either party

The Lederman Agreement has an initial term of one year and automatically renews for successive one year terms unless either party

delivers written notice not to renew at least 60 days prior to the end of the current term.

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or agreements;

(2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately

prior to the date of termination;

(2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to

the date of termination;

(3) continuation of health benefits for Dr.

Lederman and his eligible dependents for a

period of 12 months following the date of termination;

and (4) the automatic acceleration of the vesting and exercisability

of outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following

termination had Dr.

Lederman remained continuously employed by the Company during such period.

Lederman and his eligible dependents for a period of 12 months

following the date of termination;

and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested

stock awards as to the number of stock awards that would have vested over the 12-month period following termination had Dr.

remained continuously employed by the Company during such period.

to the Lederman Agreement, if Dr.

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Lederman or his estate, as applicable, is entitled to the following payments and benefits:

(1) his fully earned but unpaid

base salary through the date of termination at the rate then in effect;

(1) his fully earned but unpaid base

salary through the date of termination at the rate then in effect;

(2) a lump sum cash payment in an amount equal to six months

of his base salary as in effect immediately prior to the date of termination;

and (3) the automatic acceleration of the vesting

and exercisability of outstanding unvested stock awards.

Lederman is terminated without Cause or resigns for Good Reason during the period commencing 90 days prior to a Change in

Control (as defined below) or 12 months following a Change in Control, Dr.

Lederman shall be entitled to receive, in lieu of the

severance benefits described above, the following payments and benefits:

(1) a lump sum cash payment in an amount equal to 36

six months of his base salary as in effect immediately prior to the date of termination;

and (3) the automatic acceleration

of the vesting and exercisability of outstanding unvested stock awards.

Lederman is terminated without Cause or resigns for Good Reason during the period commencing 90 days prior to a Change

in Control (as defined below) or 12 months following a Change in Control, Dr.

Lederman shall be entitled to receive, in lieu

of the severance benefits described above, the following payments and benefits:

(1) a lump sum cash payment in an amount

equal to 36 months of his base salary as in effect immediately prior to the date of termination, except that, if and while

Lederman is still entitled to the Sale Bonus (as defined below), it will only be 18 months;

(2) continuation of health

benefits for Dr.

Lederman and his eligible dependents for a period of 24 months following the date of termination, except

that, if and while Dr.

Lederman is still entitled to the Sale Bonus it will only be 12 months;

and (3) the automatic acceleration

of the vesting and exercisability of outstanding unvested stock awards.

months of his base salary as in effect immediately prior to the date of termination, except that, if and while Dr.

still entitled to the Sale Bonus (as defined below), it will only be 18 months;

(2) continuation of health benefits for Dr.

and his eligible dependents for a period of 24 months following the date of termination, except that, if and while Dr.

is still entitled to the Sale Bonus it will only be 12 months;

and (3) the automatic acceleration of the vesting and exercisability

of outstanding unvested stock awards.

during the term of the Lederman Agreement or within 120 days after Dr.

4 unchanged sentences

Enterprise Value (the “Sale Bonus”).

The Sale Bonus provision of the Lederman Agreement will terminate

upon the Company granting Dr.

The Sale Bonus provision of the Lederman Agreement will terminate upon the Company

Lederman long-term incentive compensation mutually agreed to by the Board and Dr.

purposes of the Lederman Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement

or dishonesty or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate

of the Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony,

(3) unauthorized use or disclosure of the Company’s confidential information or trade secrets or any successor or affiliate

of the Company that has, or may reasonably be expected to have, a material adverse impact on any such entity;

(4) gross negligence,

failure to follow a material, lawful and reasonable request of the Board or material violation of any duty of loyalty to the Company

or any successor or affiliate of the Company, or any other demonstrable material willful misconduct by Dr.

Lederman, (5) ongoing

and repeated failure or refusal to perform or neglect of his duties as required by his employment agreement, which failure, refusal

purposes of the Lederman Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or dishonesty

or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the

Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony, (3) unauthorized

use or disclosure of the Company’s confidential information or trade secrets or any successor or affiliate of the Company

that has, or may reasonably be expected to have, a material adverse impact on any such entity;

(4) gross negligence, failure to

follow a material, lawful and reasonable request of the Board or material violation of any duty of loyalty to the Company or any

successor or affiliate of the Company, or any other demonstrable material willful misconduct by Dr.

Lederman, (5) ongoing and

repeated failure or refusal to perform or neglect of his duties as required by his employment agreement, which failure, refusal

or neglect continues for 30 days following Dr.

4 unchanged sentences

title, authority, duties or responsibilities, (2) a material diminution in Dr.

Lederman’s base compensation, unless

such a reduction is imposed across-the-board to the Company’s senior management, and such reduction is not greater than

Lederman’s base compensation, unless such

a reduction is imposed across-the-board to the Company’s senior management, and such reduction is not greater than 15%,

(3) a material change in the geographic location at which Dr.

Lederman must perform his duties, (4) any other action

or inaction that constitutes a material breach by the Company or any successor or affiliate of the Company’s obligations

Lederman under the Lederman Agreement, or (5) the Company elects not to renew the Lederman Agreement for

another term.

Lederman must perform his duties, (4) any other action or inaction

that constitutes a material breach by the Company or any successor or affiliate of the Company’s obligations to Dr.

under the Lederman Agreement, or (5) the Company elects not to renew the Lederman Agreement for another term.

purposes of the Lederman Agreement, “Change in Control” generally means:

A transaction

or series of transactions (other than public offerings) that results in any person or entity or related group of persons or

entities (other than the Company, its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries

or a person or entity that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common

A transaction or

series of transactions (other than public offerings) that results in any person or entity or related group of persons or entities

(other than the Company, its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or

a person or entity that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common

control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than

40% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition;

a merger, consolidation, reorganization, or business combination or (2) the sale, exchange or transfer of all or substantially

all of the Company’s assets in any single transaction or series of transactions or (3) the acquisition of assets

or stock of another entity, in each case other than a transaction:

results in the Company’s voting securities outstanding immediately before the transaction continuing to represent, directly

or indirectly, at least 60% of the combined voting power of the successor entity’s outstanding voting securities immediately

(1) a merger, consolidation,

reorganization, or business combination or (2) the sale, exchange or transfer of all or substantially all of the Company’s

assets in any single transaction or series of transactions or (3) the acquisition of assets or stock of another entity, in

each case other than a transaction:

which results in

the Company’s voting securities outstanding immediately before the transaction continuing to represent, directly or

indirectly, at least 60% of the combined voting power of the successor entity’s outstanding voting securities immediately

after the transaction, and

which no person or group beneficially owns voting securities representing 40% or more of the combined voting power of the

Company or its successor;

provided, however, that no person or group is treated as beneficially owning 40% or more of combined

voting power of the Company or its successor solely as a result of the voting power held in the Company prior to the consummation

of the transaction.

after which no person

or group beneficially owns voting securities representing 40% or more of the combined voting power of the Company or its successor;

provided, however, that no person or group is treated as beneficially owning 40% or more of combined voting power of the Company

or its successor solely as a result of the voting power held in the Company prior to the consummation of the transaction.

purposes of the Lederman Agreement, “Enterprise Value” generally means (1) in a Change in Control in which consideration

3 unchanged sentences

stockholders net of any fees and expenses in connection with the transaction.

Enterprise Value also includes any cash

or non-cash consideration payable to the Company or to the Company’s stockholders on a contingent, earnout or deferred basis.

Enterprise Value also includes any cash or non-cash

consideration payable to the Company or to the Company’s stockholders on a contingent, earnout or deferred basis.

Agreement with Gregory Sullivan

3 unchanged sentences

The base salary for Dr.

Sullivan under the Sullivan Agreement was $225,000 per

annum and as of March 1, 2025, the base salary is $519,168.

The Sullivan Agreement had an initial term of one year

and automatically renews for successive one year terms unless either party delivers written notice not to renew at least 60 days

prior to the end of the current term.

Sullivan under the Sullivan Agreement was $225,000 per annum and

as of March 1, 2026, the base salary is $550,000.

The Sullivan Agreement had an initial term of one year and automatically renews

for successive one year terms unless either party delivers written notice not to renew at least 60 days prior to the end of the

current term.

to the Sullivan Agreement, if the Company terminates Dr.

2 unchanged sentences

Sullivan is entitled to the following payments and benefits:

(1) his fully

earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any

(1) his fully earned

but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any

group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other

1 unchanged sentence

Sullivan may be entitled to under the terms of such plans or agreements;

(2) a lump sum cash

payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination;

(2) a lump sum cash payment

in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination;

(3) continuation

1 unchanged sentence

Sullivan and his eligible dependents for a period of 12 months following the date of termination;

and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number

of stock awards that would have vested over the 12-month period following termination had Dr.

Sullivan remained continuously employed

by the Company during such period.

(4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock

awards that would have vested over the 12-month period following termination had Dr.

Sullivan remained continuously employed by

the Company during such period.

to the Sullivan Agreement, if Dr.

2 unchanged sentences

which termination occurs at the rate then in effect.

purposes of the Sullivan Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement

or dishonesty or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate

of the Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony,

(3) unauthorized use or disclosure of the Company’s confidential information or trade secrets or any successor or affiliate

of the Company that has, or may reasonably be expected to have, a material adverse impact on any such entity, (4) gross negligence,

failure to follow a material, lawful and reasonable request of the Company or material violation of any duty of loyalty to the

Company or any successor or affiliate of the Company, or any other demonstrable material misconduct by Dr.

Sullivan, (5) ongoing

and repeated failure or refusal to perform or neglect of his duties as required by his employment agreement, which failure, refusal

or neglect continues for 30 days following Dr.

Sullivan’s receipt of written notice from the Company stating with specificity

the nature of such failure, refusal or neglect, or (6) material breach of any Company policy or any material provision of

the Sullivan Agreement.

purposes of the Sullivan Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or dishonesty

or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the

Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony, (3) unauthorized

use or disclosure of the Company’s confidential information or trade secrets or any successor or affiliate of the Company

that has, or may reasonably be expected to have, a material adverse impact on any such entity, (4) gross negligence, failure to

follow a material, lawful and reasonable request of the Company or material violation of any duty of loyalty to the Company or

any successor or affiliate of the Company, or any other demonstrable material misconduct by Dr.

Sullivan, (5) ongoing and repeated

failure or refusal to perform or neglect of his duties as required by his employment agreement, which failure, refusal or neglect

continues for 30 days following Dr.

Sullivan’s receipt of written notice from the Company stating with specificity the nature

of such failure, refusal or neglect, or (6) material breach of any Company policy or any material provision of the Sullivan Agreement.

purposes of the Sullivan Agreement, “Good Reason” generally means (1) a material diminution in Dr.

title, authority, duties or responsibilities, (2) a material diminution in the executive officer’s base compensation,

unless such a reduction is imposed across-the-board to the Company’s senior management and such reduction is not greater

than 15%, (3) a material change in the geographic location at which the executive officer must perform his duties, (4) any

other action or inaction that constitutes a material breach by the Company or any successor or affiliate of the Company’s

obligations to Dr.

Sullivan under the Agreement, or (5) the Company elects not to renew the Agreement for another

title, authority, duties or responsibilities, (2) a material diminution in the executive officer’s base compensation, unless

such a reduction is imposed across-the-board to the Company’s senior management and such reduction is not greater than 15%,

(3) a material change in the geographic location at which the executive officer must perform his duties, (4) any other action

or inaction that constitutes a material breach by the Company or any successor or affiliate of the Company’s obligations

Sullivan under the Agreement, or (5) the Company elects not to renew the Agreement for another term.

Agreement with Bradley Saenger

3 unchanged sentences

The base salary for Mr.

Saenger under the Saenger Agreement was $502,944 per

annum as of March 1, 2025.

The Saenger Agreement has an initial term of one year and automatically renews for successive

one year terms unless either party delivers written notice not to renew at least 60 days prior to the end of the current term.

Saenger under the Saenger Agreement was $545,000 per annum as

of March 1, 2026.

The Saenger Agreement has an initial term of one year and automatically renews for successive one year terms

unless either party delivers written notice not to renew at least 60 days prior to the end of the current term.

to the Saenger Agreement, if the Company terminates Mr.

2 unchanged sentences

Saenger is entitled to the following payments and benefits:

(1) his fully

earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any

(1) his fully earned

but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any

group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other

1 unchanged sentence

Saenger may be entitled to under the terms of such plans or agreements;

(2) a lump sum cash

payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination;

(2) a lump sum cash payment

in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination;

(3) continuation

1 unchanged sentence

Saenger and his eligible dependents for a period of 12 months following the date of termination;

and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number

of stock awards that would have vested over the 12-month period following termination had Mr.

Saenger remained continuously employed

by the Company during such period.

(4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock

awards that would have vested over the 12-month period following termination had Mr.

Saenger remained continuously employed by

the Company during such period.

to the Saenger Agreement, if Mr.

2 unchanged sentences

occurs at the rate then in effect.

purposes of the Saenger Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement

or dishonesty or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate

of the Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony,

(3) unauthorized use or disclosure of the Company’s confidential information or trade secrets or any successor or affiliate

of the Company that has, or may reasonably be expected to have, a material adverse impact on any such entity, (4) gross negligence,

failure to follow a material, lawful and reasonable request of the Company or material violation of any duty of loyalty to the

Company or any successor or affiliate of the Company, or any other demonstrable material misconduct by Mr.

Saenger, (5) ongoing

and repeated failure or refusal to perform or neglect of his duties as required by his employment agreement, which failure, refusal

or neglect continues for 30 days following Mr.

Saenger’s receipt of written notice from the Company stating with specificity

the nature of such failure, refusal or neglect, or (6) material breach of any Company policy or any material provision of

the Saenger Agreement.

purposes of the Saenger Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or dishonesty

or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the

Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony, (3) unauthorized

use or disclosure of the Company’s confidential information or trade secrets or any successor or affiliate of the Company

that has, or may reasonably be expected to have, a material adverse impact on any such entity, (4) gross negligence, failure to

follow a material, lawful and reasonable request of the Company or material violation of any duty of loyalty to the Company or

any successor or affiliate of the Company, or any other demonstrable material misconduct by Mr.

Saenger, (5) ongoing and repeated

failure or refusal to perform or neglect of his duties as required by his employment agreement, which failure, refusal or neglect

continues for 30 days following Mr.

Saenger’s receipt of written notice from the Company stating with specificity the nature

of such failure, refusal or neglect, or (6) material breach of any Company policy or any material provision of the Saenger Agreement.

purposes of the Saenger Agreement, “Good Reason” generally means (1) a material diminution in Mr.

title, authority, duties or responsibilities, (2) a material diminution in the executive officer’s base compensation,

unless such a reduction is imposed across-the-board to the Company’s senior management and such reduction is not greater

than 15%, (3) a material change in the geographic location at which the executive officer must perform his duties, (4) any

other action or inaction that constitutes a material breach by the Company or any successor or affiliate of the Company’s

obligations to Mr.

Saenger under the Agreement, or (5) the Company elects not to renew the Agreement for another

title, authority, duties or responsibilities, (2) a material diminution in the executive officer’s base compensation, unless

such a reduction is imposed across-the-board to the Company’s senior management and such reduction is not greater than 15%,

(3) a material change in the geographic location at which the executive officer must perform his duties, (4) any other action

or inaction that constitutes a material breach by the Company or any successor or affiliate of the Company’s obligations

Saenger under the Agreement, or (5) the Company elects not to renew the Agreement for another term.

Agreement with Jessica Morris

On February 23, 2021, the Company entered into an employment agreement

(the “Morris Agreement”) with Ms.

Jessica Morris to serve as our Chief Operating Officer.

February 23, 2021, the Company entered into an employment agreement (the “Morris Agreement”) with Ms.

Jessica Morris

to serve as our Chief Operating Officer.

The base salary for Ms.

Morris under the Morris Agreement was $522,912 per annum as of March 1, 2025.

The Morris Agreement has an initial term of one

year and automatically renews for successive one year terms unless either party delivers written notice not to renew at least 60 days

prior to the end of the current term.

Morris under the Morris Agreement was $580,000 per annum as of

March 1, 2026.

The Morris Agreement has an initial term of one year and automatically renews for successive one year terms unless

either party delivers written notice not to renew at least 60 days prior to the end of the current term.

to the Morris Agreement, if the Company terminates Ms.

2 unchanged sentences

Morris is entitled to the following payments and benefits:

(1) her fully

earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any

(1) her fully earned

but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any

group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other

1 unchanged sentence

Morris may be entitled to under the terms of such plans or agreements;

(2) a lump sum cash

payment in an amount equal to 12 months of her base salary as in effect immediately prior to the date of termination;

(2) a lump sum cash payment

in an amount equal to 12 months of her base salary as in effect immediately prior to the date of termination;

(3) continuation

1 unchanged sentence

Morris and her eligible dependents for a period of 12 months following the date of termination;

and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number

of stock awards that would have vested over the 12-month period following termination had Ms.

Morris remained continuously employed

by the Company during such period.

(4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock

awards that would have vested over the 12-month period following termination had Ms.

Morris remained continuously employed by

the Company during such period.

to the Morris Agreement, if Ms.

2 unchanged sentences

occurs at the rate then in effect.

purposes of the Morris Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement

or dishonesty or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate

of the Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony,

(3) unauthorized use or disclosure of the Company’s confidential information or trade secrets or any successor or affiliate

of the Company that has, or may reasonably be expected to have, a material adverse impact on any such entity, (4) gross negligence,

failure to follow a material, lawful and reasonable request of the Company or material violation of any duty of loyalty to the

Company or any successor or affiliate of the Company, or any other demonstrable material misconduct by Ms.

Morris, (5) ongoing

and repeated failure or refusal to perform or neglect of her duties as required by her employment agreement, which failure, refusal

or neglect continues for 30 days following Ms.

Morris’s receipt of written notice from the Company stating with specificity

the nature of such failure, refusal or neglect, or (6) material breach of any Company policy or any material provision of

the Morris Agreement.

purposes of the Morris Agreement, “Cause” generally means (1) commission of an act of fraud, embezzlement or dishonesty

or some other illegal act that has a demonstrable material adverse impact on the Company or any successor or affiliate of the

Company, (2) conviction of, or entry into a plea of “guilty” or “no contest” to, a felony, (3) unauthorized

use or disclosure of the Company’s confidential information or trade secrets or any successor or affiliate of the Company

that has, or may reasonably be expected to have, a material adverse impact on any such entity, (4) gross negligence, failure to

follow a material, lawful and reasonable request of the Company or material violation of any duty of loyalty to the Company or

any successor or affiliate of the Company, or any other demonstrable material misconduct by Ms.

Morris, (5) ongoing and repeated

failure or refusal to perform or neglect of her duties as required by her employment agreement, which failure, refusal or neglect

continues for 30 days following Ms.

Morris’s receipt of written notice from the Company stating with specificity the nature

of such failure, refusal or neglect, or (6) material breach of any Company policy or any material provision of the Morris Agreement.

purposes of the Morris Agreement, “Good Reason” generally means (1) a material diminution in Ms.

title, authority, duties or responsibilities, (2) a material diminution in the executive officer’s base compensation,

unless such a reduction is imposed across-the-board to the Company’s senior management and such reduction is not greater

than 15%, (3) a material change in the geographic location at which the executive officer must perform her duties, (4) any

other action or inaction that constitutes a material breach by the Company or any successor or affiliate of the Company’s

obligations to Ms.

Morris under the Agreement, or (5) the Company elects not to renew the Agreement for another

Morris’s title,

authority, duties or responsibilities, (2) a material diminution in the executive officer’s base compensation, unless such

a reduction is imposed across-the-board to the Company’s senior management and such reduction is not greater than 15%, (3)

a material change in the geographic location at which the executive officer must perform her duties, (4) any other action or inaction

that constitutes a material breach by the Company or any successor or affiliate of the Company’s obligations to Ms.

under the Agreement, or (5) the Company elects not to renew the Agreement for another term.

Compensation Table

3 unchanged sentences

In addition, during 2025, each of our non-employee directors received stock options to purchase shares

of our common stock valued at $16,499 as determined by the Black Scholes method on the date of grant, which vest on the next annual

meeting of stockholders.

The following table sets forth summary information concerning the total compensation paid to our non-employee

directors in 2024 for services to our Company.

Cash Compensation ($)

Option Awards ($) (1)

Richard Bagger

Margaret Smith Bell

of our common stock valued at $188,830 as determined by the Black Scholes method on the date of grant, which vest on the next

annual meeting of stockholders.

The following table sets forth summary information concerning the total compensation paid to our

non-employee directors in 2025 for services to our Company.

Compensation ($)

Awards ($) (1)

Margaret Smith

Adeoye Olukotun

8 unchanged sentences

to the actual value that may be recognized from the stock option grant.

The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2024 held by the directors was 33.

Treco received additional cash compensation for serving as lead director.

As of December 31, 2025, our non-employee

directors listed in the table above held outstanding stock options, as follows:

Number of Shares Underlying Outstanding Stock Options

Richard Bagger

Margaret Smith Bell

Adeoye Olukotun

Newcomb Stillwell

Carolyn Taylor

12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding beneficial ownership of our common stock as of March 11, 2026:

by each person who

is known by us to beneficially own more than 5% of our common stock;

each person who is known by us to beneficially own more than 5% of our common stock;

by each of our officers

3 unchanged sentences

otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power

and that person’s address is c/o Tonix Pharmaceuticals Holding Corp., 26 Main Street, Suite 101, Chatham, New Jersey 07928.

Directors and Executive Officers

and that person’s address is c/o Tonix Pharmaceuticals Holding Corp., 200 Connell Drive, Suite 3100, Berkeley Heights, New

Jersey 07922.

The Vanguard Group

BlackRock, Inc.

Point72 Asset Management, L.P.

Directors and Executive

Seth Lederman

2 unchanged sentences

Gregory Sullivan

Siobhan Fogarty

Richard Bagger

3 unchanged sentences

Carolyn Taylor

Officers and Directors as a Group (11

Officers and Directors as a Group (11 persons)

Denotes less than 1%

Percentage based upon 6,434,881 shares of common stock issued and outstanding as of March 14, 2025.

(3) Includes 765 shares of common stock underlying options which are currently

exercisable or become exercisable within 60 days, 1 share of common stock owned by Lederman & Co, and 1 share owned through an IRA

Seth Lederman, as the Managing Member of Lederman & Co has investment and voting control over the shares held by these entities.

(1) Percentage based upon 13,405,401 shares of common stock issued and outstanding

as of March 11, 2026.

(2) Based solely on Amendment No.

1 to the stockholder’s Schedule

13G filed on January 20, 2026.

The stockholder has shared voting power with respect to 79,137 shares of common stock and shared dispositive

power with respect to 673,605 shares of common stock.

The address of the stockholder is 100 Vanguard Blvd., Malvern, PA 19355.

(3) Based solely on Amendment No.

1 to the stockholder’s Schedule

13G filed on January 20, 2026.

The stockholder has sole voting and dispositive power with respect to 845,544.00 shares of common stock.

The address of the stockholder is 50 Hudson Yards New York, NY 10001.

(4) Based solely on the Schedule 13G filed by Point72 Asset Management,

L.P., Point72 Capital Advisors, Inc., and Steven A.

Cohen on December 31, 2025.

The address of the stockholder is 72 Cummings Point Road,

Stamford, CT 06902.

Includes 615,025 shares of common stock issuable upon exercise of warrants.

Includes 83,581 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days,

1 share of common stock owned by Lederman & Co, and 1 share owned through an IRA account.

Seth Lederman, as the Managing Member

of Lederman & Co has investment and voting control over the shares held by these entities.

Includes 19,708 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

Includes 17,357 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

Includes 42 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or

become exercisable within 60 days.

Includes 45 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or

become exercisable within 60 days.

Includes 19,543 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days.

Includes 9,033 shares of common stock underlying options and restricted stock units which are currently exercisable or vested

or become exercisable within 60 days.

Includes 42 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or

4 unchanged sentences

become exercisable within 60 days.

Includes 2 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or become

exercisable within 60 days.

Includes 43 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days

Includes 41 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days

(14) Includes 1,939 shares of common stock underlying options which are currently

exercisable or vested or become exercisable within 60 days, 1 share of common stock owned by Lederman & Co, and 1 share owned through

an IRA account of Dr.

Includes 41 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days

Includes 44 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days

Includes 149,525 shares of common stock underlying options which are currently exercisable or vested or become exercisable within

60 days, 1 share of common stock owned by Lederman & Co, and 1 share owned through an IRA account of Dr.

13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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a transaction has been identified as a related-party transaction, our Chief Compliance Officer must present information regarding

the proposed related-party transaction to our Nominating and Corporate Governance Committee for review.

The presentation must

include a description of, among other things, the material facts, the direct and indirect interests of the related parties, the

benefits of the transaction to us and whether any alternative transactions are available.

To identify related-party transactions

in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders.

In considering

related-party transactions, our Nominating and Corporate Governance Committee will take into account the relevant available facts

and circumstances including, but not limited to:

whether the transaction

was undertaken in the ordinary course of our business;

whether the related

party transaction was initiated by us or the related party;

whether the transaction

with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could have

been reached with an unrelated third party;

the purpose of,

and the potential benefits to us from the related party transaction;

the approximate

dollar value of the amount involved in the related party transaction, particularly as it relates to the related party;

the related party’s

interest in the related party transaction, and

any other information

regarding the related party transaction or the related party that would be material to investors in light of the circumstances

of the particular transaction.

the proposed related-party transaction to our Audit Committee and Nominating and Corporate Governance Committee for review.

presentation must include a description of, among other things, the material facts, the direct and indirect interests of the related

parties, the benefits of the transaction to us and whether any alternative transactions are available.

To identify related-party

transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders.

In considering related-party transactions, our Nominating and Corporate Governance Committee will take into account the relevant

available facts and circumstances including, but not limited to:

the transaction was undertaken in the ordinary course of our business;

the related party transaction was initiated by us or the related party;

the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms

that could have been reached with an unrelated third party;

purpose of, and the potential benefits to us from the related party transaction;

approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related

related party’s interest in the related party transaction, and

other information regarding the related party transaction or the related party that would be material to investors in light

of the circumstances of the particular transaction.

Nominating and Corporate Governance Committee shall then make a recommendation to the Board, who will determine whether or not

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in the proposed transaction, the director must recuse himself or herself from the deliberations and approval.

the last two fiscal years, there have been no related party transactions.

than as set forth below, during the last two fiscal years, there have been no related party transactions.

December 2025 Registered Direct Offering

On December 29, 2025, we entered into a securities

purchase agreement with an affiliate of Point72 Asset Management, L.P., a holder of 5% or more of our common stock, pursuant to which

we sold 615,025 shares of common stock and pre-funded warrants to purchase up to 615,025 shares of common stock.

The offering price per

share of common stock was $16.26, and the offering price per share of pre-funded warrant was $16.259.

Board has determined that (i) because Seth Lederman is an executive officer of the Company, he has a relationship which, in the opinion

of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is not

an “independent director” as defined in the Marketplace Rules of The NASDAQ Stock Market, (ii) because James Hunter was a

former employee of the Company, he has a relationship which, in the opinion of the Board, would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director and is not an “independent director” as defined in the Marketplace

Rules of The NASDAQ Stock Market, and (iii) Richard Bagger, Margaret Smith Bell, David Grange, Adeoye Olukotun, Newcomb Stillwell, Carolyn

Taylor and James Treco are each an independent director as defined in the Marketplace Rules of The NASDAQ Stock Market.

14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

independent registered public accounting firm is EisnerAmper LLP , Iselin, New Jersey , PCAOB ID:

The aggregate fees billed by our independent registered public accounting

firm, for professional services rendered for the audit of our annual financial statements for the years ended December 31, 2024 and 2023,

including review of our interim financial statements as well as registration statement filings with the SEC and comfort letters issued

to underwriters were $648,375 and $522,533, respectively.

aggregate fees billed by our independent registered public accounting firm, for professional services rendered for the audit of our

annual financial statements for the years ended December 31, 2025 and 2024, including review of our interim financial statements as

well as registration statement filings with the SEC and comfort letters issued to underwriters were $537,075 and $648,375,

respectively.

Audit-Related Fees

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15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Index to Exhibits

Exhibits listed below are identified by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K.

designated by an asterisk (*) are management contracts or compensatory plans or arrangements required to be filed pursuant to

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 Warrant, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on November 14, 2019 and incorporated herein by reference.

Form of Warrant Agency Agreement, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on November 14, 2019 and incorporated herein by reference.

Form of Warrant, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on February 6, 2020 and incorporated herein by reference.

Form of Warrant Agency Agreement, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on February 6, 2020 and incorporated herein by reference.

Description of Registrant’s Securities, filed herewith.

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

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.

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.

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.

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.

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.

Tonix Pharmaceuticals Holding Corp.

2012 Amended and Restated Incentive Stock Option Plan, incorporated herein by reference to Appendix B to our Definitive Proxy Statement on Schedule 14A (File No.

000-54879), filed with the Commission on April 3, 2013.*

Employment Agreement, between Tonix Pharmaceuticals Holding Corp.

and Seth Lederman, dated February 11, 2014, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February 14, 2014 and incorporated herein by reference.*

Tonix Pharmaceuticals Holding Corp.

2014 Stock Incentive Plan, incorporated herein by reference to Annex A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on May 2, 2014.*

Lease Amendment and Expansion Agreement, dated February 11, 2014, by and between 509 Madison Avenue Associates, L.P.

and Tonix Pharmaceuticals, Inc., filed as an exhibit to the Annual Report on Form 10-K filed with the Commission on February 27, 2015 and incorporated herein by reference.

Employment Agreement, between Tonix Pharmaceuticals Holding Corp.

Gregory Sullivan, dated June 3, 2014, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on June 3, 2014

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.

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.

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.

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.

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.

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

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.

of Registrant’s Securities, filed herewith.

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 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.

Tonix Pharmaceuticals Holding Corp.

2016 Stock Incentive Plan, incorporated

herein by reference to Annex A to our Definitive Proxy Statement on Schedule 14A (File No.

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 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.

Amendment to Common Stock Purchase 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 December 29, 2025 and incorporated herein by reference.

Agreement, between Tonix Pharmaceuticals Holding Corp.

and Seth Lederman, dated February 11, 2014, filed as an exhibit to

the Current Report on Form 8-K filed with the Commission on February 14, 2014 and incorporated herein by reference.*

Pharmaceuticals Holding Corp.

2014 Stock Incentive Plan, incorporated herein by reference to Annex A to our Definitive Proxy

Statement on Schedule 14A (File No.

001-36019), filed with the Commission on May 2, 2014.*

Amendment and Expansion Agreement, dated February 11, 2014, by and between 509 Madison Avenue Associates, L.P.

and Tonix Pharmaceuticals,

Inc., filed as an exhibit to the Annual Report on Form 10-K filed with the Commission on February 27, 2015 and incorporated

herein by reference.

Agreement, between Tonix Pharmaceuticals Holding Corp.

and Gregory Sullivan, dated June 3, 2014, filed as an exhibit to the

Current Report on Form 8-K filed with the Commission on June 3, 2014 and incorporated herein by reference.*

Pharmaceuticals Holding Corp.

2016 Stock Incentive Plan, incorporated herein by reference to Annex A to our Definitive Proxy

Statement on Schedule 14A (File No.

001-36019), filed with the Commission on March 25, 2016.*

Tonix Pharmaceuticals Holding Corp.

2017 Stock Incentive Plan, incorporated

herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on

May 2, 2017.*

Tonix Pharmaceuticals Holding Corp.

2018 Equity Incentive Plan, incorporated

herein by reference to our Definitive Proxy Statement on Schedule 14A (File No.

Pharmaceuticals Holding Corp.

2017 Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive

Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on May 2, 2017.*

Pharmaceuticals Holding Corp.

2018 Equity Incentive Plan, incorporated herein by reference to our Definitive Proxy Statement

on Schedule 14A (File No.

001-36019), filed with the Commission on April 19, 2018.*

Purchase Agreement, dated October 18, 2018, 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

October 24, 2018 and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

2019 Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

Agreement, dated October 18, 2018, 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 October 24, 2018 and incorporated herein by reference.

Pharmaceuticals Holding Corp.

2019 Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive

Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on March 18, 2019.*

Tonix Pharmaceuticals Holding Corp.

2019 Employee Stock Purchase Plan, incorporated herein by reference to Appendix B to our Definitive Proxy Statement on Schedule 14A (File No.

Pharmaceuticals Holding Corp.

2019 Employee Stock Purchase Plan, incorporated herein by reference to Appendix B to our Definitive

Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on March 18, 2019.*

License Agreement, dated May 20, 2019, between Tonix Pharmaceuticals Holding Corp.

and The Trustees of Columbia University in the City of New York, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on August 12, 2019 and incorporated herein by reference.

Purchase Agreement, dated August 20, 2019, 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

August 23, 2019 and incorporated herein by reference.

Asset Purchase Agreement, dated August 19, 2019, between Tonix Pharmaceuticals

Holding Corp.

and TRImaran Pharma, Inc., filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November

Agreement, dated May 20, 2019, between Tonix Pharmaceuticals Holding Corp.

and The Trustees of Columbia University in the

City of New York, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on August 12, 2019 and

incorporated herein by reference.

Purchase Agreement, dated August 19, 2019, between Tonix Pharmaceuticals Holding Corp.

and TRImaran Pharma, Inc., filed as

an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019 and incorporated herein by reference.

Amended and Restated Exclusive License Agreement, dated August 19, 2019, between Tonix Pharmaceuticals Holding Corp.

State University, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019 and

incorporated herein by reference.

License Agreement, dated September 16, 2019, between Tonix Pharmaceuticals Holding Corp.

and The Trustees of Columbia University

in the City of New York, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November 8,

2019 and incorporated herein by reference.

First Amended and Restated Exclusive License Agreement, dated August

19, 2019, between Tonix Pharmaceuticals Holding Corp.

and Wayne State University, filed as an exhibit to the Quarterly Report on Form

10-Q filed with the Commission on November 8, 2019 and incorporated herein by reference.

Exclusive License Agreement, dated September 16, 2019, between Tonix Pharmaceuticals Holding Corp.

and The Trustees of Columbia University in the City of New York, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on November 8, 2019 and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

2020 Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

Pharmaceuticals Holding Corp.

2020 Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive

Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on December 13, 2019.*

Research Collaboration Agreement between Tonix Pharmaceutical, Inc.

and Southern Research Institute, dated November 7, 2018, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission

on March 24, 2020 and incorporated herein by reference.

License Agreement, dated May 5, 2020, between Tonix Pharmaceuticals

(Canada) Inc.

and The Governors of the University of Alberta, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the

Commission on August 10, 2020 and incorporated herein by reference.†

Asset Purchase Agreement, dated June 11, 2020, between Tonix Pharmaceuticals,

and Trigemina, Inc., filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on May 12, 2020 and incorporated

Collaboration Agreement between Tonix Pharmaceutical, Inc.

and Southern Research Institute, dated November 7, 2018, filed

as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 24, 2020 and incorporated herein by reference.

Agreement, dated May 5, 2020, between Tonix Pharmaceuticals (Canada) Inc.

and The Governors of the University of Alberta,

filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on August 10, 2020 and incorporated herein

by reference.†

Purchase Agreement, dated June 11, 2020, between Tonix Pharmaceuticals, Inc.

and Trigemina, Inc., filed as an exhibit to the

Quarterly Report on Form 10-Q, filed with the Commission on May 12, 2020 and incorporated herein by reference.†

and Restated Exclusive License Agreement, dated June 11, 2020, between Tonix Pharmaceuticals, Inc.

and The Board of Trustees

of the Leland Stanford Junior University, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission

on August 10, 2020 and incorporated herein by reference.

and Agreement, dated June 11, 2020, between Tonix Pharmaceuticals, Inc.

and The Board of Trustees of the Leland Stanford Junior

University, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on August 10, 2020 and incorporated

herein by reference.

Amended and Restated Exclusive License Agreement, dated June 11, 2020,

between Tonix Pharmaceuticals, Inc.

and The Board of Trustees of the Leland Stanford Junior University, filed as an exhibit to the Quarterly

Report on Form 10-Q, filed with the Commission on August 10, 2020 and incorporated herein by reference.

Assignment and Agreement, dated June 11, 2020, between Tonix Pharmaceuticals,

and The Board of Trustees of the Leland Stanford Junior University, filed as an exhibit to the Quarterly Report on Form 10-Q, filed

with the Commission on August 10, 2020 and incorporated herein by reference.

Purchase and Sale Agreement, dated July 1, 2020, between Tonix Pharmaceuticals

Holding Corp.

and Seller named therein, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on August

10, 2020 and incorporated herein by reference.†

Real Property Purchase and Sale Agreement, dated October 14, 2020, between Tonix Pharmaceuticals Holding Corp.

and the Seller named therein, filed as an exhibit to the Quarterly Report on Form 10-Q, filed with the Commission on November 9, 2020 and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

Amended and Restated 2020 Stock Incentive Plan, incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.

Pharmaceuticals Holding Corp.

Amended and Restated 2020 Stock Incentive Plan, incorporated herein by reference to Appendix

A to our Definitive Proxy Statement on Schedule 14A (File No.

001-36019), filed with the Commission on March 30, 2020.*

Employment Agreement, between Tonix Pharmaceuticals Holding Corp.

Jessica Morris, dated February 23, 2021, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February

26, 2021 and incorporated herein by reference.*

Employment Agreement, between Tonix Pharmaceuticals Holding Corp.

Bradley Saenger, dated February 23, 2021, filed as an exhibit to the Current Report on Form 8-K filed with the Commission on February

Agreement, between Tonix Pharmaceuticals Holding Corp.

and Jessica Morris, dated February 23, 2021, filed as an exhibit to

the Current Report on Form 8-K filed with the Commission on February 26, 2021 and incorporated herein by reference.*

Agreement, between Tonix Pharmaceuticals Holding Corp.

and Bradley Saenger, dated February 23, 2021, filed as an exhibit to

the Current Report on Form 8-K filed with the Commission on February 26, 2021 and incorporated herein by reference.*

Agreement, dated April 14, 2021, between the Company and OyaGen, Inc., filed as an exhibit to the Quarterly Report on Form

10-Q filed with the Commission on May 10, 2021 and incorporated herein by reference.†

Agreement, dated August 16, 2022, 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 August 17, 2022, and incorporated herein by reference.

Pharmaceuticals Holding Corp.

2022 Employee Stock Purchase Plan, incorporated herein by reference to Appendix A to our Definitive

Proxy Statement on Schedule 14A, filed with the Commission on March 18, 2022.*

Purchase Agreement, dated as of June 23, 2023, by and among Upsher-Smith Laboratories, LLC, Tonix Medicines, Inc.

Pharmaceuticals Holding Corp., filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 26,

2023, and incorporated herein by reference.

Purchase and Sale Agreement, dated March 5, 2021, between Tonix Pharmaceuticals Holding Corp.

and the Seller named therein, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 15, 2021 and incorporated herein by reference.†

License Agreement, dated April 14, 2021, between the Company and OyaGen, Inc., filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on May 10, 2021 and incorporated herein by reference.†

Purchase Agreement, dated May 14, 2021, 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 May 14, 2021, and incorporated herein by reference.

Purchase and Sale Agreement, dated July 26, 2021, between

the Company and Southern Research, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Commission on August 9, 2021,

Services Agreement, dated as of June 30, 2023, by and among Upsher-Smith Laboratories, LLC and Tonix Medicines Inc., filed

as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 3, 2023, and incorporated herein by reference.

and Guaranty Agreement, dated as of December 8, 2023, by and among the Loan Parties, the Lenders and the JGB Agent, filed

with the Commission on December 8, 2023, and incorporated herein by reference.

Agent Agreement, dated March 28, 2024, between Tonix Pharmaceuticals Holding Corp.

and A.G.P./Alliance Global Partners, filed

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

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.

Purchase Agreement, dated August 16, 2022, 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

August 17, 2022, and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

2022 Employee Stock Purchase Plan,

incorporated herein by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A, filed with the Commission on March

Form of Securities Purchase Agreement between Tonix Pharmaceuticals

Holding Corp.

and the investors thereto, dated October 25, 2022, 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 Side Letter between Tonix Pharmaceuticals Holding Corp.

the investors thereto, dated October 25, 2022, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October

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 Registration Agreement between Tonix Pharmaceuticals

Holding Corp.

and the investors thereto, dated October 25, 2022, 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.

Asset Purchase Agreement, dated as of June 23, 2023, by and among Upsher-Smith

Laboratories, LLC, Tonix Medicines, Inc.

and Tonix Pharmaceuticals Holding Corp., filed as an exhibit to the Current Report on Form 8-K,

filed with the Commission on June 26, 2023, and incorporated herein by reference.

Transition Services Agreement, dated as of June 30, 2023, by and among Upsher-Smith Laboratories, LLC and Tonix Medicines Inc., filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 3, 2023, and incorporated herein by reference.

Placement Agent Agreement, dated July 27, 2023, among Tonix Pharmaceuticals Holding Corp., A.G.P./Alliance Global Partners and Brookline Capital Markets, a division of Arcadia Securities, LLC, 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.

Placement Agent Agreement, dated September 28, 2023, among Tonix Pharmaceuticals Holding Corp., A.G.P./Alliance Global Partners and Brookline Capital Markets, a division of Arcadia Securities, LLC, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on September 29, 2023, and incorporated herein by reference.

Loan and Guaranty Agreement, dated as of December 8, 2023, by and among the Loan Parties, the Lenders and the JGB Agent, filed with the Commission on December 8, 2023, and incorporated herein by reference.

Placement Agent Agreement, dated December 20, 2023,

between Tonix Pharmaceuticals Holding Corp.

and A.G.P./Alliance Global Partners, filed as an exhibit to the Current Report on Form 8-K,

filed with the Commission on December 21, 2023 and incorporated herein by reference.

Placement Agent Agreement, dated March 28, 2024, between Tonix Pharmaceuticals Holding Corp.

and A.G.P./Alliance Global Partners, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 29, 2024 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.

Placement Agent Agreement, dated March 28, 2024, between Tonix Pharmaceuticals Holding Corp.

and A.G.P./Alliance Global Partners, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 29, 2024 and incorporated herein by reference.

Placement Agency Agreement, dated June 12, 2024, between Tonix Pharmaceuticals Holding Corp.

and Dawson James Securities Inc., filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 13, 2024, and incorporated herein by reference.

Warrant Agent Agreement, dated June 13, 2024, between Tonix Pharmaceuticals Holding Corp.

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

Placement Agency Agreement, dated June 27, 2024, between Tonix Pharmaceuticals Holding Corp.

and Dawson James Securities Inc., filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 28, 2024 and incorporated herein by reference.

Warrant Agent Agreement, dated June 28, 2024, between

Tonix Pharmaceuticals Holding Corp.

and VStock Transfer, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission

on June 28, 2024 and incorporated herein by reference.

Placement Agency Agreement, dated July 9, 2024, between Tonix Pharmaceuticals Holding Corp.

and Dawson James Securities Inc., filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 10, 2024 and incorporated herein by reference.

Warrant Agent Agreement, dated July 10, 2024, between Tonix Pharmaceuticals Holding Corp.

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

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

Sales Agreement, dated July 30, 2024, between Tonix Pharmaceuticals Holding Corp.

and A.G.P./ Alliance Global Partners, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 30, 2024 and incorporated herein by reference.

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.†

Base Agreement between Advanced Technology International (ATI) and Tonix Pharmaceuticals,

Inc., dated July 17, 2023.

Agent Agreement, dated March 28, 2024, between Tonix Pharmaceuticals Holding Corp.

and A.G.P./Alliance Global Partners, filed

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

Agency Agreement, dated June 12, 2024, between Tonix Pharmaceuticals Holding Corp.

and Dawson James Securities Inc., filed

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

Agent Agreement, dated June 13, 2024, between Tonix Pharmaceuticals Holding Corp.

VStock Transfer, 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.

Agency Agreement, dated June 27, 2024, between Tonix Pharmaceuticals Holding Corp.

and Dawson James Securities Inc., filed

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

Agent Agreement, dated June 28, 2024, between Tonix Pharmaceuticals Holding Corp.

VStock Transfer, 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.

Agency Agreement, dated July 9, 2024, between Tonix Pharmaceuticals Holding Corp.

and Dawson James Securities Inc., filed

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

Agent Agreement, dated July 10, 2024, between Tonix Pharmaceuticals Holding Corp.

VStock Transfer, filed as an exhibit to the Current Report on Form 8-K, filed with the

Commission on July 10, 2024 and incorporated herein by reference.

of Security Purchase Agreement, 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.

Agreement, dated July 30, 2024, between Tonix Pharmaceuticals Holding Corp.

Alliance Global Partners, filed as an exhibit to the Current Report on Form 8-K, filed

with the Commission on July 30, 2024 and incorporated herein by reference.

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.†

Base Agreement between Advanced Technology International (ATI) and Tonix

Pharmaceuticals, Inc., dated July 17, 2023, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 18, 2025.

Project Agreement No.

1 by and between Advanced Technology International and Tonix

Pharmaceuticals, Inc., dated June 28, 2024†.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 16, 2016, and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

Insider Trading Policy, filed herewith.

List of Subsidiaries, filed herewith.

Consent of Independent Registered Public Accounting Firm, filed herewith.

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.

1 by and between Advanced Technology International

and Tonix Pharmaceuticals, Inc., dated June 28, 2024, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 18, 2025.†

Sales Agreement, dated June 11, 2025, by

and between Tonix Pharmaceuticals Holdings Corp.

and A.G.P./Alliance Global Partners, filed as an exhibit to the Current Report on Form

8-K, filed with the Commission on June 11, 2025 and incorporated herein by reference.

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 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.

Amendment No.

1 to Sales Agreement, dated November 21, 2025, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on November 21, 2025 and incorporated herein by reference.

Placement Agency Agreement, dated December 29, 2025, between Tonix Pharmaceuticals Holding Corp.

and TD Securities (USA) LLC, filed as

an exhibit to the Current Report on Form 8-K, filed with the Commission on December 29, 2025 and incorporated herein by reference.

Form of Securities Purchase Agreement, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on December 29, 2025 and incorporated herein by reference.

Exclusive License Agreement, dated June 26, 2025, by and between University

of Massachusetts and Tonix Pharmaceuticals, Inc., filed herewith †

of Business Conduct and Ethics for Employees, Executive Officers and Directors, filed as an exhibit to the Current Report

on Form 8-K, filed with the Commission on February 16, 2016, and incorporated herein by reference.

Tonix Pharmaceuticals Holding Corp.

Compensation Recovery Policy, filed herewith.

The following materials from Tonix Pharmaceuticals Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

The cover page from this Annual Report on Form 10-K, formatted as Inline XBRL.

† 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.

* Denotes a management compensatory agreement or arrangement.

Pursuant to the requirements

of Section 13 or 15(d) 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.

Insider Trading Policy, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 18, 2025.

of Subsidiaries, filed herewith.

of Independent Registered Public Accounting Firm, filed herewith.

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.

Tonix Pharmaceuticals Holding Corp.

Compensation Recovery Policy,

filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 18, 2025.

following materials from Tonix Pharmaceuticals Holding Corp.’s Annual Report on Form 10-K for the year ended December

31, 2023, formatted in XBRL (Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated

Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’

Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

cover page from this Annual Report on Form 10-K, formatted as Inline XBRL.

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.

certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject

to the liability of that section.

Such certification will not be deemed to be incorporated by reference into any filing under the

Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates

it by reference.

a management compensatory agreement or arrangement.

to the requirements of Section 13 or 15(d) 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.

March 12, 2026

/s/ SETH LEDERMAN

SETH LEDERMAN

Chief Executive Officer (Principal Executive Officer)

Executive Officer (Principal Executive Officer)

March 12, 2026

/s/ BRADLEY SAENGER

BRADLEY SAENGER

Chief Financial Officer (Principal Financial Officer and

Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY

THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seth Lederman and Bradley Saenger, jointly

and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any

amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith,

with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or

her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf

of the Registrant and in the capacities and on the dates indicated.

/s/ SETH LEDERMAN

Chief Executive Officer, President and Director (Principal Executive Officer)

March 18, 2025

Financial Officer (Principal Financial Officer and Principal Accounting Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seth Lederman and Bradley

Saenger, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities,

to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact,

or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated.

SETH LEDERMAN

/s/ BRADLEY SAENGER

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 18, 2025

Executive Officer, President and Director (Principal Executive Officer)

BRADLEY SAENGER

/s/ RICHARD BAGGER

March 18, 2025

Financial Officer (Principal Financial Officer and Principal Accounting Officer)

RICHARD BAGGER

/s/ MARGARET SMITH BELL

March 18, 2025

MARGARET SMITH BELL

/s/ DAVID GRANGE

March 18, 2025

/s/ ADEOYE OLUKOTUN

March 18, 2025

ADEOYE OLUKOTUN

/s/ NEWCOMB STILLWELL

March 18, 2025

NEWCOMB STILLWELL

/s/ CAROLYN TAYLOR

March 18, 2025

CAROLYN TAYLOR

/s/ JAMES TRECO

March 18, 2025

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-K

Item 9A. Controls and Procedures