UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 

CURRENT REPORT

 

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

 

Date of report (date of earliest event reported): December 11, 2013

 


  

TONIX PHARMACEUTICALS HOLDING CORP.

(Exact name of registrant as specified in its charter)

 

Nevada 001-36019 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.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

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))

 

 
 

 

 

Item 3.02Unregistered Sales of Equity Securities.

 

On December 3, 2013, Tonix Pharmaceuticals Holding Corp. (the “Company”) issued an aggregate of 35,057 shares of its common stock, par value $0.001 per share (“Common Stock”) to two investors upon the upon the exercise of warrants issued August 14, 2013 (“Warrants”) for aggregate proceeds of approximately $149,000.  The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

On December 5, 2013, the Company issued an aggregate of 75,000 shares of Common Stock to two investors upon the exercise of Warrants for aggregate proceeds of $318,750.  The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

On December 6, 2013, the Company issued an aggregate of 69,000 shares of Common Stock to six investors upon the exercise of Warrants for aggregate proceeds of $293,250.  The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

On December 10, 2013, the Company issued an aggregate of 37,400 shares of Common Stock to seven investors upon the exercise of Warrants for aggregate proceeds of $158,950.  The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

On December 11, 2013, the Company issued an aggregate of 69,765 shares of Common Stock to 11 investors upon the exercise of Warrants for aggregate proceeds of approximately $296,501.  The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

On December 12, 2013, the Company issued an aggregate of 49,488 shares of Common Stock to 11 investors upon the exercise of Warrants for aggregate proceeds of $210,324.  The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

As of the close of business on December 12, 2013, the Company had 5,213,203 shares of Common Stock issued and outstanding.

 

 
 

 

 

SIGNATURE

 

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.

 

  TONIX PHARMACEUTICALS HOLDING CORP.
   
Date:  December 13, 2013 By: /s/ LELAND GERSHELL
  Leland Gershell
  Chief Financial Officer