secwatch / observer

Tonix Pharmaceuticals Holding Corp. — fact timeline

Source-grounded facts extracted from Tonix Pharmaceuticals Holding Corp.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

TNXP Tonix Pharmaceuticals Holding Corp. JSON
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported financial results for the quarter ended March 31, 2026.

“On May 11, 2026, Tonix Pharmaceuticals Holding Corp. (the “Company”) announced its operating results for the quarter ended March 31, 2026. A copy of the press release that discusses these matters is filed as Exhibit 99.01 to, and incorporated by reference in, this report.”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Approval of 2026 Stock Incentive Plan at the 2026-05-07 meeting.

“The Company’s shareholders approved a proposal to approve the Plan, as set forth below: Votes Non-Votes 2,019,646 1,624,412 119,444 3,504,257”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Authorization of reverse stock split at the 2026-05-07 meeting.

“The Company’s shareholders approved a proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion at any time within two years of May 7, 2026, to effect on or more reverse stock splits of then-outstanding shares of the Company’s common stock, at an aggregate ratio of not less than one-for-two (1:2) and not greater than one-for-two-hundred-and-fifty (1:250), with the exact ratio, number and timing of the reverse stock splits to be determined by the Board and included in a public announcement, as set forth below: Votes Non-Votes 4,400,765 2,826,586 40,408 0”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm at the 2026-05-07 meeting.

“The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below: Votes Non-Votes 6,910,516 189,838 167,405 0”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Election of nine directors at the 2026-05-07 meeting.

“The Company’s shareholders elected nine individuals to the Board of Directors as set forth below: Name Votes For Votes Withheld Broker Non-Votes Seth Lederman 3,188,336 575,166 3,504,257 Richard Bagger 3,278,146 485,356 3,504,257 Margaret Smith Bell 3,274,181 489,321 3,504,257 David Grange 3,275,761 487,741 3,504,257 James Hunter 3,291,721 471,781 3,504,257 Adeoye Olukotun 3,277,352 486,150 3,504,257 R. Newcomb Stillwell 3,279,883 483,619 3,504,257 Carolyn Taylor 3,280,942 482,560 3,504,257 James Treco 3,279,367 484,135 3,504,257”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported quarter ended March 31, 2026 results: revenue approximately $6.9 million, net income approximately $40.8 million.

“to $16.8 million for the quarter ended March 31, 2025. · The Company’s net revenue from sales of its marketed products for the quarter ended March 31, 2026, was approximately $6.9 million compared to $2.4 million for the quarter ended March 31, 2025. o Net revenue from sales of Zembrace® SymTouch ® and Tosymra ® for the quarter ended March 31, 2026, was”
Auditor Changes

Tonix Pharmaceuticals Holding Corp. engaged PricewaterhouseCoopers LLP as its auditor.

“On March 16, 2026 (the “ Engagement Date ”), the Company appointed PricewaterhouseCoopers LLP (“ PwC ”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and related interim periods.”
Auditor Changes

Tonix Pharmaceuticals Holding Corp. dismissed EisnerAmper LLP as its auditor.

“On March 16, 2026, Tonix Pharmaceuticals Holding Corp. (the “ Company ”) dismissed EisnerAmper LLP (“ EisnerAmper ”) as the Company’s independent registered public accounting firm.”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported financial results for the fourth quarter and full year ended December 31, 2025.

“announced its operating results for the quarter and year ended December 31, 2025.”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Placement Agency Agreement with TD Securities (USA) LLC valued at 6.0% cash placement fee on gross proceeds; expense reimbursement up to $100,000 (effective 2025-12-29).

“On December 29, 2025, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with TD Securities (USA) LLC (the "Placement Agent"), pursuant to which the Placement Agent was engaged as the placement agent for the Offering.”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Securities Purchase Agreement with a single institutional investor valued at $20.0 million gross proceeds; offering price per Share $16.26, per Pre-Funded Warrant $16.259 (effective 2025-12-29).

“On December 29, 2025, Tonix Pharmaceuticals Holding Corp. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with a single institutional investor (the "Purchaser").”
Material Agreements

Tonix Pharmaceuticals Holding Corp. amended Sales Agreement with A.G.P./Alliance Global Partners (effective 2025-11-21).

“On November 21, 2025, Tonix Pharmaceuticals Holding Corp. (the “Company”) amended its Sales Agreement with A.G.P./Alliance Global Partners, dated as of June 11, 2025 (as amended, the “Sales Agreement”), to allow for an increase to the maximum aggregate offering price of shares issuable under the Sales Agreement (the “Amendment”).”

James Hunter was appointed as member of the Board at Tonix Pharmaceuticals Holding Corp..

“appointed James Hunter as a member of the Board”

Siobhan Fogarty was appointed as Chief Technology Officer at Tonix Pharmaceuticals Holding Corp..

“appointed Siobhan Fogarty as the Company’s Chief Technology Officer”
Restructurings & Charges

Tonix Pharmaceuticals Holding Corp. announced a impairment with charges of approximately $50 million affecting Advanced Development Center in Dartmouth, Massachusetts.

“the Company expects that the financial statements for the quarter ended June 30, 2024 will reflect a non-cash impairment in the amount of approximately $50 million”
Restructurings & Charges

Tonix Pharmaceuticals Holding Corp. announced a restructuring affecting Advanced Development Center ("ADC") in Massachusetts (23 full-time employees).

“Tonix Pharmaceuticals Holding Corp. (the “Company”) plans to reduce its workforce by 23 full-time employees and decommission its Advanced Development Center (“ADC”) in Massachusetts by June 7, 2024, to align the Company’s capital and human resources with its previously announced strategic prioritization of its TonmyaTM (TNX-102 SL cyclobenzaprine HCl sublingual tablet) product candidate for the management of fibromyalgia”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported financial results for first quarter ended March 31, 2024.

“On May 13, 2024, Tonix Pharmaceuticals Holding Corp. (the “Company”) announced its operating results for the quarter ended March 31, 2024.”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported financial results for the fourth quarter and full year ended December 31, 2023.

“On April 1, 2024, Tonix Pharmaceuticals Holding Corp. (the “Company”) announced its operating results for the quarter and year ended December 31, 2023.”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Purchase Agreement with certain institutional investors valued at up to approximately $4.4 million (effective 2024-03-28).

“On March 28, 2024, Tonix Pharmaceuticals Holding Corp. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Purchasers”).”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Approval of adjournment of Special Meeting if necessary to solicit additional proxies at the 2024-02-15 meeting.

“The Company’s shareholders approved a proposal for the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve Proposal 1, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 7,553,051 1,388,810 128,067 N/A”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Approval of issuance of shares upon exercise of Series C and Series D warrants for Nasdaq compliance at the 2024-02-15 meeting.

“The Company’s shareholders approved, for the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC Listing Rule 5635(d), the issuance of up to 162,162,162 shares of the Company’s common stock issuable upon the exercise of the Company’s outstanding Series C warrants and Series D warrants issued to institutional investors in connection with an offering by the Company that closed on December 22, 2023, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 7,560,035 1,453,119 57,620 N/A”
Governance Changes

Tonix Pharmaceuticals Holding Corp.: Increased authorized shares of common stock from 160,000,000 to 1,000,000,000 (effective 2024-01-25).

“On January 25, 2024, Tonix Pharmaceuticals Holding Corp. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 160,000,000 to 1,000,000,000 shares (the “Charter Amendment”).”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Adjournment of the Special Meeting to solicit additional proxies if necessary.

“Proposal 2 The Company’s shareholders approved a proposal for the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve Proposal 1, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 35,008,275 4,276,366 326,482 N/A”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Increase authorized shares of common stock from 160,000,000 to 1,000,000,000.

“Proposal 1 The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of common stock from 160,000,000 to 1,000,000,000, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 34,691,460 4,827,447 92,216 N/A”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Purchase Agreement with certain institutional investors valued at up to approximately $144 million (effective 2023-12-20).

“On December 20, 2023, Tonix Pharmaceuticals Holding Corp. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Purchasers”).”
Debt Financings

Tonix Pharmaceuticals Holding Corp. incurred term loan of $11.0 million with JGB Capital, LP, JGB Partners, LP, JGB (Cayman) Cornish Rock Ltd. at greater of (i) the Prime Rate plus 3.5% and (ii) 12% maturing 36-month.

“as administrative agent and collateral agent for the Lenders (in such capacity, “ JGB Agent ”) for a 36-month term loan (the “ Term Loan ”) in the aggregate principal amount of $11.0 million. Interest Rate All outstanding amounts under the Term Loan bear interest at a fluctuating per annum interest rate (the “ Applicable Rate ”) equal to the greater of (i) the Prime”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Loan and Guaranty Agreement with JGB Capital, LP, JGB Partners, LP, JGB (Cayman) Cornish Rock Ltd., and JGB Collateral LLC valued at aggregate principal amount of $11.0 million (effective 2023-12-08).

“On December 8, 2023, Tonix Pharmaceuticals Holding Corp. (the “ Company ”) entered into a Loan and Guaranty Agreement (the “ Loan Agreement ”) by and among the Company, Krele LLC, a wholly-owned subsidiary of Tonix Pharmaceuticals, Inc. (“ Tonix ”), a wholly-owned subsidiary of the Company (“ Krele ”), Jenner Institute, LLC, a wholly-owned subsidiary of Tonix (“ Jenner ”), Tonix R&D Center, a wholly-owned subsidiary of Tonix (“ Tonix R&D ”, and together with the Company, Krele and Jenner, the “ Loan Parties ”), JGB Capital, LP, JGB Partners, LP, JGB (Cayman) Cornish Rock Ltd., and any other lender from time to time party hereto (collectively, the “ Lenders ”), and JGB Collateral LLC, as administrative agent and collateral agent for the Lenders (in such capacity, “ JGB Agent ”) for a 36-month term loan (the “ Term Loan ”) in the aggregate principal amount of $11.0 million.”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported financial results for the third quarter ended September 30, 2023.

“On November 9, 2023, Tonix Pharmaceuticals Holding Corp. (the “Company”) announced its operating results for the quarter ended September 30, 2023.”
Listing & Compliance Notices

Tonix Pharmaceuticals Holding Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq listing rules, the Company has been provided a period of 180 calendar days, or until April 15, 2024, in which to regain compliance. In order to regain compliance with the Minimum Bid Price Requirement, the closing bid price”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Placement Agent Agreement with A.G.P./Alliance Global Partners and Brookline Capital Markets, a division of Arcadia Securities, LLC (effective 2023-09-28).

“On September 28, 2023, the Company also entered into a placement agent agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners and Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Placement Agents”).”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Securities Purchase Agreement with certain institutional investors valued at approximately $4.5 million (effective 2023-09-28).

“On September 28, 2023, Tonix Pharmaceuticals Holding Corp. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Purchasers”).”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported financial results for second quarter ended June 30, 2023.

“Tonix Pharmaceuticals Holding Corp. (the “Company”) announced its operating results for the quarter ended June 30, 2023.”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Placement Agent Agreement with A.G.P./Alliance Global Partners and Brookline Capital Markets, a division of Arcadia Securities, LLC (the "Placement Agents") (effective 2023-07-27).

“On July 27, 2023, the Company also entered into a placement agent agreement (the "Placement Agent Agreement") with A.G.P./Alliance Global Partners and Brookline Capital Markets, a division of Arcadia Securities, LLC (the "Placement Agents").”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Purchase Agreement with certain institutional investors (the "Purchasers") valued at $1.00 (effective 2023-07-27).

“On July 27, 2023, Tonix Pharmaceuticals Holding Corp. (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors (collectively, the "Purchasers").”
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).

“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”
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).

“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 ”).”
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.

“In connection with the Asset Purchase and of as the Closing date, Purchaser will enter into a Transition Services Agreement (the “ Transition Services Agreement ”) with Seller.”
Material Agreements

Tonix Pharmaceuticals Holding Corp. entered into Asset Purchase Agreement with Upsher Smith Laboratories, LLC valued at $15 million in cash (Cash Purchase Price) (effective 2023-06-23).

“On June 23, 2023, Tonix Pharmaceuticals Holding Corp, Inc. (the “ Company ”) and its wholly owned subsidiary Tonix Medicines, Inc., a Delaware corporation (“ Acquisition Sub ” and together with the Company, “ Purchaser ”), entered into that certain Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Upsher Smith Laboratories, LLC, a Minnesota limited liability company (“ Seller ”).”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported financial results for first quarter ended March 31, 2023.

“On May 8, 2023, Tonix Pharmaceuticals Holding Corp. (the “Company”) announced its operating results for the quarter ended March 31, 2023.”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Approval of Tonix Pharmaceuticals Holding Corp. 2023 Employee Stock Purchase Plan at the 2023-05-05 meeting.

“Proposal 3 The Company’s shareholders approved the Tonix Pharmaceuticals Holding Corp. 2023 Employee Stock Purchase Plan as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 7,251,180 941,906 308,826 16,022,826”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Ratification of EisnerAmper LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-05-05 meeting.

“Proposal 2 The Company’s shareholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 23,366,768 590,326 567,644 0”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Election of eight individuals to the Board of Directors at the 2023-05-05 meeting.

“Proposal 1 The Company’s shareholders elected eight individuals to the Board of Directors as set forth below: Name Votes For Votes Withheld Broker Non-Votes Seth Lederman 7,724,861 776,948 16,022,826 Richard Bagger 7,818,813 683,001 16,022,826 Margaret Smith Bell 7,867,431 634,381 16,022,826 David Grange 7,865,997 635,815 16,022,826 Adeoye Olukotun 7,832,903 668,909 16,022,826 Newcomb Stillwell 7,860,358 641,455 16,022,826 Carolyn Taylor 7,873,125 628,687 16,022,826 James Treco 7,866,358 635,454 16,022,826”
Listing & Compliance Notices

Tonix Pharmaceuticals Holding Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“March 31, 2023, Tonix Pharmaceuticals Holding Corp. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq listing rules, the Company has been provided a period of 180 calendar days, or until Septem”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported financial results for fourth quarter and full year ended December 31, 2022.

“On March 13, 2023, Tonix Pharmaceuticals Holding Corp. (the “Company”) announced its operating results for the quarter and year ended December 31, 2022.”

Newcomb Stillwell was appointed as director at Tonix Pharmaceuticals Holding Corp..

“appointed Newcomb Stillwell as director of the Company, effective as of March 15, 2023.”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported preliminary financial results for the year ended December 31, 2022.

“Tonix Pharmaceuticals Holding Corp. (the “Company”) is disclosing selected preliminary operating results for the year ended December 31, 2022, and certain preliminary financial condition information as of December 31, 2022, as set forth below:”
Governance Changes

Tonix Pharmaceuticals Holding Corp.: Increased authorized common stock from 150,000,000 to 1,000,000,000 shares (effective 2022-12-13).

“Tonix Pharmaceuticals Holding Corp. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 150,000,000 to 1,000,000,000 shares (the “Charter Amendment”).”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Adjournment of the Special Meeting to solicit additional proxies if necessary.

“Proposal 2 The Company’s shareholders approved a proposal for the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve Proposal 1, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 20,060,382 5,967,057 316,516 N/A”
Shareholder Votes

Tonix Pharmaceuticals Holding Corp. shareholders approved Amendment to Articles of Incorporation to increase authorized shares of common stock from 150,000,000 to 1,000,000,000.

“Proposal 1 The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of common stock from 150,000,000 to 1,000,000,000, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 242,748,061 46,849,004 746,889 N/A”
Earnings Releases

Tonix Pharmaceuticals Holding Corp. reported financial results for the third quarter ended September 30, 2022.

“Tonix Pharmaceuticals Holding Corp. (the “Company”) announced its operating results for the quarter ended September 30, 2022.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.