{"schema_version":"secwatch.filing_event.v1","accession":"0001387131-23-008172","form_type":"8-K","ticker":"TNXP","cik":"0001430306","company_name":"Tonix Pharmaceuticals Holding Corp.","filed_at":"2023-07-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:33.901975+00:00","generated_at":"2026-06-13T13:11:26.184093+00:00","sec_items":["1.01","2.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Tonix completes $25M acquisition of two marketed migraine products from Upsher-Smith","bullets":["Paid $22M total: $12M at closing, $3M deferred, $10M for inventory; products generated ~$23M in 2022 sales.","Zembrace SymTouch (sumatriptan injection) and Tosymra (sumatriptan nasal spray) both FDA-approved for acute migraine.","Transition services agreement: $100K/mo for 6 months, $150K/mo for months 7-9, plus up to $150K/mo per service category.","Zembrace patent protection to 2036; Tosymra patent to 2031; builds commercial infrastructure for potential TNX-102 SL launch.","Acquisition complements Tonix's TNX-1900 intranasal oxytocin program for migraine prevention."],"urls":{"canonical":"https://secwatch.observer/filing/0001387131-23-008172","json":"https://secwatch.observer/filing/0001387131-23-008172.json","markdown":"https://secwatch.observer/filing/0001387131-23-008172.md","text":"https://secwatch.observer/filing/0001387131-23-008172.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1430306/000138713123008172/0001387131-23-008172-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1430306/000138713123008172/tnxp_8k-063023.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T13:11:26.184093+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"b114ef09b5c21c1eb8565c953d3f569826ced15c","claim":"Tonix Pharmaceuticals Holding Corp. completed an acquisition involving Upsher Smith Laboratories, LLC for $15 million in cash, $12 million of which was paid at Closing and $3 million of which is payable...and $10 million in cash at Closing to acquire certain Busines (closed 2023-06-30).","evidence_excerpt":"to the Business and assumed certain liabilities of Seller. The closing (“Closing”) occurred on June 30, 2023. As consideration for the Asset Purchase, Purchaser paid to Seller $15 million in cash, $12 million of which was paid at Closing and $3 million of which is payable on the earlier of March 2024 and the completion of the transition services to be provided by","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1430306/000138713123008172/0001387131-23-008172-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Upsher Smith Laboratories, LLC"},{"label":"Consideration","value":"$15 million in cash, $12 million of which was paid at Closing and $3 million of which is payable...and $10 million in cash at Closing to acquire certain Busines"},{"label":"Closing","value":"2023-06-30"}],"fact_type":"ma_transaction"},{"claim_id":"6b046bb03748879e1f4382bf6c13d1c31347497f","claim":"Tonix Pharmaceuticals Holding Corp. entered into Transition Services Agreement with Upsher Smith Laboratories, LLC valued at base fees equal to $100,000 per month for the first six months, and $150,000 per months for the seve (effective 2023-06-30).","evidence_excerpt":"On June 30, 2023, in connection with the Asset Purchase, as defined below, Tonix Medicines, Inc., a Delaware corporation (“ Acquisition Sub ”), a wholly-owned subsidiary of Tonix Pharmaceuticals Holding Corp, Inc. (the “ Company ”, and together with Acquisition Sub, the “ Purchaser ”), entered into a Transition Services Agreement (the “ Transition Services Agreement ”) with Upsher Smith Laboratories, LLC, a Minnesota limited liability company (“ Seller ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1430306/000138713123008172/0001387131-23-008172-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Upsher Smith Laboratories, LLC"},{"label":"Value","value":"base fees equal to $100,000 per month for the first six months, and $150,000 per months for the seve"},{"label":"Effective","value":"2023-06-30"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}