Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (date of earliest event reported): May 16, 2019 




(Exact name of registrant as specified in its charter)


Nevada 001-36019 26-1434750

(State or Other Jurisdiction

of Incorporation)


File Number)

(IRS Employer

Identification No.)


509 Madison Avenue, Suite 1608, New York, New York 10022

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (212) 980-9155



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock TNXP The NASDAQ Global Market



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  


(b) On May 16, 2019, Dr. Donald W. Landry notified the Board of Directors (the “Board”) of Tonix Pharmaceuticals Holding Corp. (the “Company”) that he was resigning from the Board effective immediately. Dr. Landry did not resign from the Board due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. 


Item 7.01 Regulation FD Disclosure.


A copy of the press release announcing Dr. Landry’s resignation is furnished as Exhibit 99.01.  


Item 8.01.  Other Events.


The Company’s meeting with the U.S. Food and Drug Administration (“FDA”) to discuss the rationale and additional data to support continued Breakthrough Therapy designation for the Company’s lead product candidate originally scheduled for June 2019 has been rescheduled to August 2019.


Item 9.01 Financial Statements and Exhibits.







    99.01   Press Release dated May 17, 2019, issued by the Company






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.


Date:  May 17, 2019 By: /s/ Bradley Saenger
  Bradley Saenger
  Chief Financial Officer