Tonix Pharmaceuticals Terminates Material Agreement

TL;DR

Tonix Pharma terminated a key deal, investors need to know why.

AI Summary

Tonix Pharmaceuticals Holding Corp. filed an 8-K on February 3, 2025, reporting the termination of a material definitive agreement and other events. The filing also touches upon results of operations and financial condition, as well as material modifications to the rights of security holders. Specific details regarding the agreement terminated or financial figures were not immediately available in this summary section of the filing.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction and financial performance, requiring investors to assess the reasons and consequences.

Risk Assessment

Risk Level: medium — Termination of material agreements often signals underlying business challenges or strategic shifts that could affect future performance.

Key Players & Entities

• Tonix Pharmaceuticals Holding Corp. (company) — Registrant
• February 3, 2025 (date) — Date of earliest event reported
• 26 Main Street, Chatham, New Jersey 07928 (location) — Business and mailing address

FAQ

Key Financial Figures

• $9.6 million — the Loan Parties of a payoff amount of $9.6 million from the Company. The Loan Agreement pr
• $11.0 million — original aggregate principal amount of $11.0 million in accordance with the terms of the Loa
• $1.0 million — Agent and includes a prepayment fee of $1.0 million in accordance with the terms and provis
• $98.8 million — h below: The Company had approximately $98.8 million in cash and cash equivalents as of Dece
• $60.9 m — ded December 31, 2024 was approximately $60.9 million, compared to $102.0 million for t
• $102.0 million — pproximately $60.9 million, compared to $102.0 million for the year ended December 31, 2023.
• $0 — ded December 31, 2024 was approximately $0.1, compared to $29.1 million for the ye
• $29.1 million — 024 was approximately $0.1, compared to $29.1 million for the year ended December 31, 2023.
• $126.6 m — ded December 31, 2024 was approximately $126.6 million, which includes non-cash impairme
• $59.0 m — ash impairment charges of approximately $59.0 million, compared to $116.7 million for t
• $116.7 million — pproximately $59.0 million, compared to $116.7 million for the year ended December 31, 2023.
• $10.1m — ded December 31, 2024 was approximately $10.1million, compared to $7.8 million for the
• $7.8 million — approximately $10.1million, compared to $7.8 million for the year ended December 31, 2023.
• $30.4 million — and the gross proceeds of approximately $30.4 million that it raised from sales under its at-
• $0.001 — nding shares of common stock, par value $0.001 per share (the " Common Stock "), at a

Filing Documents

• tnxp-8k_020325.htm (8-K) — 50KB
• ex10-01.htm (EX-10.01) — 55KB
• ex99-01.htm (EX-99.01) — 30KB
• 0001999371-25-001105.txt ( ) — 327KB
• tnxp-20250203.xsd (EX-101.SCH) — 3KB
• tnxp-20250203_lab.xml (EX-101.LAB) — 33KB
• tnxp-20250203_pre.xml (EX-101.PRE) — 22KB
• tnxp-8k_020325_htm.xml (XML) — 3KB

02

Item 1.02 Termination of a Material Definitive Agreement. On February 3, 2025, the Loan and Guaranty Agreement (the "Loan Agreement"), dated as of December 8, 2023, by and among Tonix Pharmaceuticals Holding Corp. (the "Company"), Tonix Pharmaceuticals, Inc. ("Tonix"), a wholly-owned subsidiary of the Company, Krele LLC, a wholly-owned subsidiary of Tonix, Jenner Institute, LLC, a wholly-owned subsidiary of Tonix, Tonix R&D Center, LLC, a wholly-owned subsidiary of Tonix (collectively, the "Loan Parties"), JGB Capital, LP, JGB Partners, LP, JGB (Cayman) Cornish Rock Ltd. (collectively, the "Lenders"), and JGB Collateral LLC, as administrative agent and collateral agent (the "Agent") for the Lenders, and each of the other Loan Documents (as defined in the Loan Agreement) was terminated upon receipt by the Loan Parties of a payoff amount of $9.6 million from the Company. The Loan Agreement provided for a term loan in the original aggregate principal amount of $11.0 million in accordance with the terms of the Loan Agreement. The pay-off amount paid by the Company in connection with the termination of the Loan Agreement was pursuant to a pay-off letter (the "Pay-Off Letter") with the Lenders and Agent and includes a prepayment fee of $1.0 million in accordance with the terms and provisions of the Loan Agreement. The preceding summary of the material terms of the Pay-Off Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the actual Pay-Off Letter filed as Exhibit 10.01 to this Form 8-K and is incorporated herein by reference.

02

Item 2.02 Results of Operations and Financial Condition. Tonix Pharmaceuticals Holding Corp. (the "Company") is disclosing selected preliminary operating results for the year ended December 31, 2024, and certain preliminary financial condition information as of December 31, 2024, as set forth below: The Company had approximately $98.8 million in cash and cash equivalents as of December 31, 2024, and there were approximately 559,044,486 shares of common stock outstanding as of January 31, 2025. The Company's net cash used in operating activities for the year ended December 31, 2024 was approximately $60.9 million, compared to $102.0 million for the year ended December 31, 2023. The Company's capital expenditures for the year ended December 31, 2024 was approximately $0.1, compared to $29.1 million for the year ended December 31, 2023. The Company's net operating loss for the year ended December 31, 2024 was approximately $126.6 million, which includes non-cash impairment charges of approximately $59.0 million, compared to $116.7 million for the year ended December 31, 2023. The Company's net revenue from the sale of its marketed products for the year ended December 31, 2024 was approximately $10.1million, compared to $7.8 million for the year ended December 31, 2023. The Company believes that its cash resources at December 31, 2024, and the gross proceeds of approximately $30.4 million that it raised from sales under its at-the-market facility in the first quarter of 2025, will meet its operating and capital expenditure requirements into the first quarter of 2026. The above information is preliminary financial information for the year ended December 31, 2024 and subject to completion. The unaudited, estimated results for the year ended December 31, 2024 are preliminary and were prepared by the Company's management, based upon its estimates, a number of assumptions and currently available information, and are subject to revision based upon, among other

03

Item 3.03 Material Modification to Rights of Security Holders. The Board of Directors of Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the " Company "), has approved a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.001 per share (the " Common Stock "), at a ratio of 1-for-100 (the " Reverse Stock Split "). The Company anticipates that the Reverse Stock Split will be effective at 12:01 a.m., Eastern Time, on February 5, 2025 (the " Effective Date "). Reason for the Reverse Stock Split The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement (the " Minimum Bid Price Requirement "), as set forth in Nasdaq Listing Rule 5550(a)(1) (the " Rule "), for continued listing on The NASDAQ Capital Market. As previously disclosed, on August 9, 2024, the Company received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (" Nasdaq ") indicating that for the last 30 consecutive business days, the closing bid price of the Company's Common Stock had been below $1.00 per share, the minimum closing bid price required by Nasdaq Listing Rule 5450(a)(1) for continued listing on the NASDAQ Global Market. To regain compliance with the Rule, the closing bid price of the Company's Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days. Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with NASDAQ and the Common Stock will begin trading on a split-adjusted basis at the open of business on the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 890260839. Split Adjustment; Treatment of Fractional Shares . On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stoc

01 Other Events

Item 8.01 Other Events. The information included in Item 2.02 is incorporated herein by reference. On February 3, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference. Forward- Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the Reverse Stock Split, the Company's product development, clinical trials, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities and other statement that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management's current beliefs and assumptions. These statements may be identified by the use of forward-looking expressions, including, but not limited to, "expect," "anticipate," "intend," "plan," "believe," "estimate," "potential," "predict," "project," "should," "would" and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company's filings with the SEC. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this pre

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibit No. Description. 10.01 Pay-Off Letter, dated February 3, 2025, by and among the Loan Parties, the Lenders and the JGB Agent 99.01 Press Release of the Company, dated February 3, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Certain portions of this exhibit that are not material have been redacted pursuant to Item 601(b)(10) of Regulation S-K. SIGNATURE Pursuant to the requirement 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. Date: February 3, 2025 By: /s/ Bradley Saenger Bradley Saenger Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR