Item 5. Other Information
Item
5. Other Information
No
directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement
(as defined in Item 408(c) of Regulation S-K) during the quarter ended June 30, 2026.
Item
6. Exhibits
EXHIBIT
INDEX
Exhibit
No.
Description
3.01
Articles of Incorporation,
filed as an exhibit to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “Commission”)
on April 9, 2008 and incorporated herein by reference.
3.02
Articles of Merger
between Tamandare Explorations Inc. and Tonix Pharmaceuticals Holding Corp., effective October 11, 2011, filed as an exhibit
to the Current Report on Form 8-K, filed with the Commission on October 17, 2011 and incorporated herein by reference.
3.03
Third Amended and
Restated Bylaws, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 3, 2016 and incorporated
herein by reference.
3.04
Certificate of Change
of Tonix Pharmaceuticals Holding Corp., dated March 13, 2017 and effective March 17, 2017, filed as an exhibit to the Current
Report on Form 8-K, filed with the Commission on March 16, 2017 and incorporated herein by reference.
3.05
Certificate of Amendment
to Articles of Incorporation, effective June 16, 2017, filed as an exhibit to the Current Report on Form 8-K, filed with the
Commission on June 16, 2017 and incorporated herein by reference.
3.06
Certificate of Amendment
to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, filed with the Secretary of State of
the State of Nevada on May 3, 2019.
40
3.07
Form of Certificate of Designation of Series
A Convertible Preferred Stock, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October
25, 2022 and incorporated herein by reference.
3.08
Form of Certificate
of Designation of Series B Convertible Preferred Stock, filed as an exhibit to the Current Report on Form 8-K, filed with
the Commission on October 25, 2022 and incorporated herein by reference.
3.09
Certificate of Amendment
to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, filed as an exhibit to the Current Report on Form
8-K, filed with the Commission on May 16, 2022 and incorporated herein by reference.
3.10
Certificate of Amendment
to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, filed as an exhibit to the Current Report on Form
8-K, filed with the Commission on January 25, 2024 and incorporated herein by reference
4.01
Specimen Common Stock Certificate of the Registrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 24, 2018 and incorporated herein by reference.
4.02
Description of Registrant’s Securities, filed as an exhibit to the Annual Report on Form 10-K, filed with the Commission on March 12, 2026 and incorporated herein by reference.
4.03
Form of Common Warrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on July 28, 2023 and incorporated herein by reference.
4.04
Form of Series C Warrant. filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on December 21, 2023 and incorporated herein by reference.
4.05
Form of Series D Warrant. filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on December 21, 2023 and incorporated herein by reference.
4.06
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.
4.07
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.
4.08
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.
10.01
Tonix Pharmaceuticals Holding Corp. 2026 Stock Incentive Plan, filed as an exhibit to the Company’s Proxy Statement on Form DEF
14A on Form 8-K, filed with the Commission on March 30, 2026, and incorporated herein by reference. *
41
31.01
Certification of
Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, furnished herewith.
31.02
Certification of
Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, furnished herewith.
32.01
Certifications of
Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
* Denotes a management compensatory agreement or arrangement.
42
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
TONIX
PHARMACEUTICALS HOLDING CORP.
(Registrant)
Date: August 10, 2026
By:
/s/
SETH LEDERMAN
Seth Lederman
Chief Executive
Officer (Principal Executive Officer)
Date: August 10, 2026
By:
/s/
BRADLEY SAENGER
Bradley Saenger
Chief
Financial Officer (Principal Financial Officer
and
Principal Accounting Officer)
43
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.