TONIX Pharmaceuticals Holding Corp. Closes on Net Proceeds of $2.0 Million in Second Tranche of a $6.6 Million Private Placement

NEW YORK-- Tonix Pharmaceuticals Holding Corp. (OTCBB:TNXP) (“TONIX” or the “Company”), a specialty pharmaceutical company developing therapies for challenging disorders of the central nervous system (“CNS”), including fibromyalgia syndrome (“FM”) and post-traumatic stress disorder (“PTSD”), has received net proceeds of approximately $2.0 million in a private placement offering to institutional and accredited investors. This closing, together with the closing of a prior tranche of the private placement of $4.3 million in January 2012, constitutes the final closing of a $6.6 million private placement (the “Offering”). Total net proceeds were $5.9 million. Dawson James Securities acted as the Company’s exclusive placement agent for the Offering.

In connection with the closing of this tranche, the Company issued approximately 93 units (the “Units”), each consisting of 25,000 shares of common stock, Class A warrants to purchase 25,000 shares of common stock, and Class B warrants to receive up to 25,000 shares of common stock. The Class A warrants have an exercise price of $1.25 per share of the common stock and will be exercisable for a period of five years from the date of issuance. The Class B warrants will be exercised automatically on their expiration date by cashless exercise, or expire without exercise. The maximum number of shares received related to the automatic exercise of the Class B warrants, if any, is one share per Class B warrant and will be determined by the stock price of the common stock prior to the termination date. The purchase price of each Unit was $25,000. Together with the prior closing of the Offering, the Company has issued 265 units.

TONIX intends to use the net proceeds from the Offering to fund the development of its FM, PTSD and other programs, and for general working capital.

Seth Lederman, M.D., Chairman and President of TONIX said, “We are pleased to have closed on this financing, which represents an important milestone for our company. These funds will enable us to further the development of our programs targeting fibromyalgia and other challenging disorders of the central nervous system."

This press release shall not be deemed an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About TONIX Pharmaceuticals

TONIX Pharmaceuticals is developing new therapies for challenging disorders of the central nervous system. The Company targets conditions characterized by significant unmet medical need, inadequate existing treatment options, and high dissatisfaction among both patients and physicians. TONIX reformulates approved pharmaceutical active ingredients to design products with optimal safety, efficacy and predictability. Its most advanced product candidates, TNX-102 for FM and TNX-105 for PTSD, are novel dosage formulation of cyclobenzaprine, the active ingredient in two U.S. FDA-approved muscle relaxants. To learn more about the Company and its pipeline of treatments for CNS conditions, please visit www.tonixpharma.com.

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as "anticipate," "believe," "forecast," "estimated" and "intend," among others. These forward-looking statements are based on TONIX’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, substantial competition; our ability to continue as a going concern; our need for additional financing; uncertainties of patent protection and litigation; uncertainties of government or third party payer reimbursement; limited sales and marketing efforts and dependence upon third parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. As with any pharmaceutical under development, there are significant risks in the development, regulatory approval and commercialization of new products. TONIX does not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in the Current Report on Form 8-K/A filed with the SEC on December 27, 2011 and future periodic reports filed with the Securities and Exchange Commission. All of the Company's forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date hereof.

TONIX Pharmaceuticals Holding Corp.
Benjamin Selzer, 212-980-9155, ext. 106
Chief Operating Officer
or
Porter, LeVay & Rose, Inc.
Sharon Weinstein, Investor Relations
Bill Gordon, Media Relations
212-564-4700

Source: Tonix Pharmaceuticals Holding Corp.

Released March 6, 2012