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): August 14, 2017





(Exact name of registrant as specified in its charter)


Nevada 001-36019 26-1434750
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)


509 Madison Avenue, Suite 306, New York, New York 10022

(Address of principal executive offices) (Zip Code)


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


Copy of correspondence to:


Marc J. Ross, Esq.

James M. Turner, Esq.

Sichenzia Ross Ference Kesner LLP

61 Broadway

New York, New York 10006

Tel: (212) 930-9700 Fax: (212) 930-9725


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. ¨





Item 2.02Results of Operations and Financial Condition.


On August 14, 2017, Tonix Pharmaceuticals Holding Corp. (the “Company”) announced its operating results for the second fiscal quarter ended June 30, 2017. A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.


Item 9.01Financial Statements and Exhibits.


(d)       Exhibits.


99.01Press release, dated August 14, 2017, issued by Tonix Pharmaceuticals Holding Corp.*



* Furnished herewith.







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:  August 14, 2017 By: /s/ BRADLEY SAENGER
  Bradley Saenger
  Chief Financial Officer