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): August 28, 2020 

_____________________

TONIX PHARMACEUTICALS HOLDING CORP.

(Exact name of registrant as specified in its charter)

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))

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

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. ☐

On August 28, 2020, Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), held a special meeting of shareholders (the “Meeting”). Shareholders representing 80,650,362 shares, or 64.14%, of the Company’s common stock outstanding as of the July 15, 2020 record date were represented at the Meeting by proxy. The proposals are described in detail in the Company’s proxy statement (the “Proxy”) filed with the Securities and Exchange Commission on May 15, 2020, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, as such Proxy was subsequently amended. At the Meeting, the Company’s shareholders voted in favor of Proposal 1 to approve an amendment to the Company’s articles of incorporation, as amended, to increase the Company’s authorized shares of common stock from 150,000,000 to 400,000,000 (“Proposal 1”) and for Proposal 2 to approve the adjournment of the Meeting to solicit additional proxies in the event Proposal 1 was not approved. The Company intends to file a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 150,000,000 to 400,000,000 shares (the “Charter Amendment”) in the near future.

Set forth below are the voting results for each proposal:

Proposal 1

The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of common stock from 150,000,000 to 400,000,000, as set forth below:

Proposal 2

The Company’s shareholders approved a proposal for the adjournment of the Meeting to solicit additional proxies in the event Proposal 1 was not approved, as set forth below:

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.