Tonix Pharma Files 8-K on Officer/Director Changes & More

Ticker: TNXP · Form: 8-K · Filed: Feb 4, 2025 · CIK: 1430306

Sentiment: neutral

Topics: corporate-governance, officer-appointment, director-election, regulation-fd

Related Tickers: TNXP

TL;DR

TONIX leadership shakeup, new officers/directors appointed, and other key events reported.

AI Summary

Tonix Pharmaceuticals Holding Corp. filed an 8-K on February 4, 2025, reporting events as of February 3, 2025. The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements, Regulation FD disclosures, and other events. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates potential shifts in the company's leadership and governance structure, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in directors or officers can signal internal shifts or strategic realignments that may carry inherent risks.

Key Players & Entities

FAQ

What specific officer or director positions were affected by the events reported on February 3, 2025?

The filing indicates "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers" but does not specify the names or exact positions in the provided text.

Are there any new compensatory arrangements for officers detailed in this filing?

The filing lists "Compensatory Arrangements of Certain Officers" as an item of information, but the specific details of these arrangements are not provided in the excerpt.

What is the significance of the Regulation FD Disclosure mentioned?

A Regulation FD Disclosure indicates that the company is providing material non-public information to the public in compliance with fair disclosure rules.

What does the 'Other Events' section typically entail in an 8-K filing?

The 'Other Events' section is used to report material events that do not fit into the other specific categories of an 8-K filing.

When was Tonix Pharmaceuticals Holding Corp. incorporated, and in which state?

Tonix Pharmaceuticals Holding Corp. was incorporated in Nevada.

Filing Stats: 725 words · 3 min read · ~2 pages · Grade level 10.9 · Accepted 2025-02-04 07:09:52

Filing Documents

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Promotion of Siobhan Fogarty On February 3, 2025, the Board of Directors of Tonix Pharmaceuticals Holding Corp. (the "Company") appointed Siobhan Fogarty as the Company's Chief Technology Officer. Ms. Fogarty's annual salary is 385,000, and she is eligible for an annual bonus and equity awards. Ms. Fogarty, age 56, has worked for Tonix Pharma Limited, a wholly-owned subsidiary of the Company, since September 2016, holding roles with increasing responsibility, most recently as Executive Vice President, Product Development, since February 2021, and prior to that as Vice President, Product Development, since February 2019. Ms. Fogarty earned a Bachelor of Science in Industrial Chemistry from the University of Limerick, and a Masters in Pharmaceutical Science from the School of Pharmacy, Trinity College Dublin. There are no arrangements or understandings between Ms. Fogarty and any other person pursuant to which Ms. Fogarty was appointed as an officer of the Company. There are no family relationships between Ms. Fogarty and any director or executive officer of the Company. Ms. Fogarty is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

01

Item 7.01 Regulation FD Disclosure. On February 4, 2025, the Company announced the promotion of Ms. Fogarty to Chief Technology Officer of the Company. A copy of the press release which discusses this matter is furnished hereto as Exhibit 99.01, and incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.01 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the United States Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. On February 4, 2025, the Company announced the promotion of Ms. Fogarty to Chief Technology Officer of the Company.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibit No. Description. 99.01 104 Press Release of the Company, February 4, 2025 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 4, 2025 By: /s/ Bradley Saenger Bradley Saenger Chief Financial Officer

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