NOTE 19 – STOCK WARRANTS

The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at December 31, 2023:

In connection with the July 2023 Financing, the Company issued 4,470,000 prefunded common warrants with an exercise price of $0.0001. All prefunded common warrants were exercised during the year ended December 31, 2023. Additionally, the Company issued common warrants to purchase up to an aggregate of 7,000,000 shares of the Company’s common stock. The common warrants are exercisable at $1.00 per share, expire five years from the date of issuance.

In connection with the September 2023 Financing, the Company issued 4,950,000 prefunded common warrants with an exercise price of $0.0001. All prefunded common warrants were exercised during the year ended December 31, 2023. Additionally, the Company issued common warrants to purchase up to an aggregate of 18,000,000 shares of the Company’s common stock. The common warrants are exercisable at $0.50 per share, expire five years from the date of issuance.

In connection with the December 2023 Financing, the Company issued 28,710,812 prefunded common warrants with an exercise price of $0.0001. Only 6,509,010 prefunded common warrants were exercised during the year ended December 31, 2023. Subsequent to December 31, 2023, 15,043,244 prefunded common warrants were exercised. Additionally, the Company issued Series C common warrants to purchase up to an aggregate of 81,081,081 shares of the Company’s common stock. The common warrants are exercisable at $0.555 per share, expire two years from the date of issuance. Additionally, the Company issued Series D common warrants to purchase up to an aggregate of 81,081,081 shares of the Company’s common stock. The common warrants are exercisable at $0.85 per share, expire five years from the date of issuance.

No warrants were exercised during the year ended December 31, 2022.

For the year ended December 31, 2023, 2,453 warrants with an exercise price of $7,000.00 expired.

On April 1, 2024, the Company issued 3,900,000 pre-funded common warrants with an exercise price of $0.0001. Additionally, the Company issued Series E warrants to purchase up to 14,666,666 shares of common stock with an exercise price of $0.33 per share and expiring five and a half years from date of issuance.

Additionally, the Company entered into warrant amendments with certain holders of its Common Warrants. The exercise price of each Existing Warrant will be amended to $0.33 upon approval by the Company’s stockholders of a proposal to allow the Existing Warrants to become exercisable in accordance with Nasdaq Listing Rule 5635, or as otherwise provided in the Amendment if stockholder approval is not obtained by October 1, 2024. Upon stockholder approval, the termination date for Common Warrants to purchase up to an aggregate of 6,950,000 shares will be amended to April 1, 2029; the termination date for Series A Warrants to purchase up to an aggregate of approximately 8,900,000 shares will be April 1, 2029; the termination date for Series B Warrants to purchase up to an aggregate of approximately 8,900,000 shares will be April 1, 2029; the termination date for Series C Warrants to purchase up to an aggregate of approximately 34,823,928 shares will be the earlier of (i) April 1, 2026 and (ii) 10 trading days following notice by the Company to the Series C Warrant holder of the Company’s public announcement of the FDA’s acknowledgement and acceptance of the Company’s NDA relating to TNX-102 SL in patients with Fibromyalgia; the termination date for Series D Warrants to purchase up to an aggregate of approximately 34,823,928 shares will be April 1, 2029. The other terms of the Existing Warrants will remain unchanged. If stockholder approval is not obtained on or by October 1, 2024, then the Company has agreed to automatically amend the exercise price of the Existing Warrants to the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of the Common Stock on October 1, 2024 if and only if the Minimum Price is below the then current exercise price.