---
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"
generated_at: "2026-06-13T13:11:26.184093+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Tonix completes $25M acquisition of two marketed migraine products from Upsher-Smith

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001387131-23-008172
- JSON: https://secwatch.observer/filing/0001387131-23-008172.json
- Plain text: https://secwatch.observer/filing/0001387131-23-008172.txt

## Key facts
- M&A Transactions
  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).
  - Action: acquisition
  - Counterparty: Upsher Smith Laboratories, LLC
  - Consideration: $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
  - Closing: 2023-06-30
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1430306/000138713123008172/0001387131-23-008172-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Upsher Smith Laboratories, LLC
  - Value: 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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1430306/000138713123008172/0001387131-23-008172-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.