SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Fogarty Siobhan
(Last) (First) (Middle)
C/O TONIX PHARMACEUTICALS HOLDING CORP
26 MAIN STREET,SUITE 101
(Street)
CHATMAN NJ 07928
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2025 		3. Issuer Name and Ticker or Trading Symbol
Tonix Pharmaceuticals Holding Corp. [ TNXP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share 1 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option(1) 03/01/2018 03/01/2027 Common Stock 1 352,000,000 D
Stock Option(2) 02/13/2019 02/13/2028 Common Stock 1 217,600,000 D
Stock Option(3) 02/26/2020 02/26/2029 Common Stock 1 12,096,000 D
Stock Option(4) 05/06/2020 05/06/2029 Common Stock 1 13,120,000 D
Stock Option(5) 02/25/2021 02/25/2030 Common Stock 1 256,000 D
Stock Option(6) 05/04/2021 05/04/2030 Common Stock 1 492,800 D
Stock Option(7) 02/23/2022 02/23/2031 Common Stock 1 780,800 D
Stock Option(8) 02/15/2023 02/15/2032 Common Stock 1 132,352 D
Stock Option(9) 02/23/2024 02/23/2033 Common Stock 4 14,622 D
Stock Option(10) 02/27/2025 02/27/2034 Common Stock 26 1,177.6 D
Explanation of Responses:
1. The option was granted on March 1, 2017 pursuant to the Issuer's 2017 Stock Incentive Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
2. The option was granted on February 13, 2018 pursuant to the Issuer's 2018 Equity Incentive Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
3. The option was granted on February 26, 2019 pursuant to the 2019 Stock Incentive Plan (the "2019 Plan"). The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
4. The option was granted on May 6, 2019 pursuant to the 2019 Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
5. The option was granted on February 25, 2020 pursuant to the Issuer's 2020 Stock Incentive Plan (the "2020 Plan"). The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
6. The option was granted on May 4, 2020 pursuant to the 2020 Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
7. The option was granted on February 23, 2021, pursuant to the Issuer's Amended and Restated 2020 Stock Incentive Plan ( the "A&R 2020 Plan"). The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
8. The option was granted on February 15, 2022, pursuant to the Issuer's A&R 2020 Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
9. The option was granted on February 23, 2023, pursuant to the Issuer's 2023 Employee Stock Purchase Plan (the "2023 Plan"). The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
10. The option was granted on February 27, 2024, pursuant to the Issuer's Amended and Restated 2020 Stock Incentive Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
/s/ Siobhan Fogarty 02/14/2025
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.