UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): October 7, 2011
TONIX PHARMACEUTICALS HOLDING CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 333-150419 | 26-1434750 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer 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.
Harvey Kesner, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
Tonix Pharmaceuticals Holding Corp. (the "Company") is filing this Amendment No. 2 ("Amendment No. 2") to its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2011 and amended by the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on December 27, 2011 (the "Form 8-K") for the sole purpose of re-filing a copy of Exhibits 10.09 and 10.20. Except for the foregoing, this Amendment No. 2 does not amend, modify or update the Form 8-K, which continues to speak as of the original date of the Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed with this report:
| 3.01 | Articles of Incorporation.* |
| 3.02 | Bylaws.* |
| 3.03 | Specimen of Common Stock certificate.* |
| 4.01 | Form of 8% Secured Convertible Debenture, issued October 7, 2011** |
| 4.02 | Form of Subscription Agreement, dated October 7, 2011** |
| 10.01 | Share Exchange Agreement, dated as of October 7, 2011 by and among Tamandare Explorations Inc., David J. Moss, Tonix Pharmaceuticals, Inc. and the shareholders of Tonix Pharmaceuticals, Inc. ** |
| 10.02 | Form of Pledge and Security Agreement, dated as of October 7, 2011, by and among Tamandare Explorations Inc., Tonix Pharmaceuticals, Inc., Krele LLC and the investors. ** |
| 10.03 | Form of Subsidiary Guaranty, dated as of October 7, 2011, by and among Tonix Pharmaceuticals, Inc., Krele LLC and Sandor Capital Master Fund L.P., on behalf of the investors. ** |
| 10.04 | Consulting Agreement, dated as of June 4, 2010, by and between Krele Pharmaceuticals, Inc. (now, Tonix Pharmaceuticals, Inc.) and Lederman & Co., LLC** |
| 10.05 | Amendment to Consulting Agreement, dated as of December 9, 2010, by and between Tonix Pharmaceuticals, Inc. and Lederman & Co., LLC** |
| 10.06 | Consulting Agreement, dated as of June 4, 2010, by and between Krele Pharmaceuticals, Inc. (now, Tonix Pharmaceuticals, Inc.) and L&L Technologies, LLC** |
| 10.07 | Technology Transfer and Assignment Agreement, dated as of June 4, 2010, by and between Krele Pharmaceuticals, Inc. (now, Tonix Pharmaceuticals, Inc.) and Lederman & Co., LLC** |
| 10.08 | Financial Public Relations Agreement, dated as of August 1, 2011, by and between Tonix Pharmaceuticals, Inc. and Porter, LeVay & Rose, Inc. ** |
| 10.09 | Feasibility and Option Agreement, dated as of June 20, 2007, by and between Krele Pharmaceuticals, Inc. (now, Tonix Pharmaceuticals, Inc.) and Lipocine, Inc. † |
| 10.10 | Amendment to Feasibility and Option Agreement, dated as of October 4, 2010, by and between Tonix Pharmaceuticals, Inc. and Lipocine, Inc. ** † |
| 10.11 | Engagement Agreement, dated as of October 6, 2010, by and between Tonix Pharmaceuticals, Inc. and Frost and Sullivan** |
| 10.12 | API Supply and Development Agreement, dated as of April 7, 2011, by and between Tonix Pharmaceuticals, Inc. and JFC Technologies, Inc. ** |
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| 10.13 | Employment Agreement, dated as of April 1, 2011, by and between Tonix Pharmaceuticals, Inc. and Rhonda Rosen** |
| 10.14 | Employment Agreement, dated as of April 1, 2011, by and between Tonix Pharmaceuticals, Inc. and Benjamin A. Selzer** |
| 10.15 | Employment Agreement, dated as of April 1, 2011, by and between Tonix Pharmaceuticals, Inc. and Susan Oliver (now, Susan Kerridge) ** |
| 10.16 | Amendment to Employment Agreement, dated as of July 27, 2011, by and between Tonix Pharmaceuticals, Inc. and Rhonda Rosen** |
| 10.17 | Amendment to Employment Agreement, dated as of July 27, 2011, by and between Tonix Pharmaceuticals, Inc. and Benjamin A. Selzer** |
| 10.18 | Amendment to Employment Agreement, dated as of July 27, 2011, by and between Tonix Pharmaceuticals, Inc. and Susan Oliver (now, Susan Kerridge) ** |
| 10.19 | Consulting Agreement, dated as of June 2, 2011, by and between Tonix Pharmaceuticals, Inc. and Pharmanet Canada, Inc. ** |
| 10.20 | Lease Agreement, dated as of September 28, 2010, by and between 509 Madison Avenue Associates, L.P. and Tonix Pharmaceuticals, Inc. |
| 16.01 | Letter from MaloneBailey, LLP to the SEC, dated as of October 11, 2011. ** |
| 21.01 | List of Subsidiaries. ** |
| 99.01 | Press Release of the Company issued on October 14, 2011. ** |
| 99.02 | Frost & Sullivan Fibromyalgia Market Study** |
| 99.03 | Lipocine Cyclobenzaprine Study Results ** |
___________
| * | Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on April 9, 2008. |
| ** | Incorporated by reference to our Current Report on Form 8-K filed with the SEC on October 14, 2011. |
| *** | Incorporated by reference to our amended Current Report on Form 8-K/A filed with the SEC on December 27, 2011. |
† Confidential treatment is requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 3, 2012 | ||
| TONIX PHARMACEUTICALS HOLDING CORP. | ||
| By: | /s/ SETH LEDERMAN | |
| Seth Lederman | ||
| President, Chief Executive Officer and Chairman | ||