Tonix Pharmaceuticals Holding Corp. 8-K

What Happened
Tonix Pharmaceuticals Holding Corp. announced on December 29, 2025 that it entered into a securities purchase agreement with a single institutional investor for a registered direct offering expected to close on or about December 30, 2025. The company agreed to sell 615,025 shares of common stock and pre‑funded warrants to purchase up to 615,025 additional shares. The offering prices are $16.26 per share and $16.259 per pre‑funded warrant, with aggregate gross proceeds of approximately $20.0 million before placement agent fees and offering expenses. The securities are being offered under an effective Form S-3 shelf registration (File No. 333-287965). The pre‑funded warrants have an initial exercise price of $0.001 per share and include a beneficial ownership exercise cap (9.99%) with certain notice provisions.

Key Details

• Offering size: 615,025 common shares and pre‑funded warrants to purchase up to 615,025 shares; expected gross proceeds ≈ $20.0 million.
• Prices: $16.26 per share; $16.259 per pre‑funded warrant; pre‑funded warrant exercise price $0.001 (subject to adjustments).
• Placement agent: TD Securities (USA) LLC; placement agent fee = 6.0% of gross proceeds on the Shares; reimbursement of out‑of‑pocket expenses (legal/travel) not to exceed $100,000.
• Restrictions and covenants: customary closing conditions; company agreed not to issue or file to issue new shares (or securities convertible/exercisable into shares) for 30 days after closing (with exceptions), and not to effect Variable Rate Transactions for 180 days (with exceptions). Directors and officers agreed to 30‑day lock‑ups.
• Filing items: the Purchase Agreement, Placement Agency Agreement, form of Pre‑Funded Warrant, and legal opinions are filed as exhibits; a press release announcing pricing was also filed (Exhibit 99.01).

Why It Matters
This transaction provides Tonix with near‑term capital — roughly $20.0 million in gross proceeds before fees and expenses — which the company can use for operations, program development, or other corporate needs. It will increase the number of outstanding shares if and when the pre‑funded warrants are exercised, and the placement agent fee and expenses will reduce net proceeds. The exercise cap and lock‑ups limit immediate concentrated ownership changes and insider sales; the 30‑ and 180‑day restrictions limit certain additional equity financings in the short term. Investors should monitor the closing, the company’s use of proceeds, and any future filings for updated share counts and dilution impact.