NOTE 22 – SUBSEQUENT EVENTS

Since January 1, 2023, the Company has repurchased 15,700,269 of its shares of common stock outstanding under its $12.5 million share repurchase program at prices ranging from $0.44 to $1.38 per share for a gross aggregate cost of approximately $12.5 million.

In January 2023, the Board of Directors approved a new share repurchase program pursuant to which the Company may repurchase up to $12.5 million in value of its outstanding common stock from time to time on the open market and in privately negotiated transactions subject to market conditions, share price and other factors. Since January 1, 2023, the Company has repurchased 1,000,000 of its shares of common stock outstanding under the new share repurchase program at $1.14 per share for a gross aggregate cost of $1.1 million.

The timing and amount of any shares repurchased will be determined based on the Company’s evaluation of market conditions and other factors and the New Share Repurchase Program may be discontinued or suspended at any time. Repurchases will be made in accordance with the rules and regulations promulgated by the Securities and Exchange Commission and certain other legal requirements to which the Company may be subject. Repurchases may be made, in part, under a Rule 10b5-1 plan, which allows stock repurchases when the Company might otherwise be precluded from doing so.

Subsequent to December 31, 2022, the Company regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market because the Company’s shares had a closing bid price at or above $1.00 per share for a minimum of 10 consecutive business days, as set forth in Nasdaq Listing Rule 5550(a)(2).

On February 2, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Healion Bio Inc., pursuant to which the Company acquired all the pre-clinical infectious disease assets of Healion, including its portfolio of next-generation antiviral technology assets. Healion’s drug portfolio includes a class of broad-spectrum small molecule oral antiviral drug candidates with a novel host-directed mechanism of action, including TNX-3900, formerly known as HB-121. As consideration for entering into the Asset Purchase Agreement, the Company paid $1.2 million to Healion. Because the Healion intellectual property was acquired prior to FDA approval, the cash consideration totaling $1.2 million, is expected to be expensed as research and development costs since there is no alternative future use and the acquired intellectual property does not constitute a business.

On February 13, 2023, the Company announced that it exercised an option to obtain an exclusive license from Columbia for the development of a portfolio of both fully human and murine mAbs for the treatment or prophylaxis of SARS-CoV-2 infection, including the Company’s TNX-3600 and TNX-4100 product candidates, respectively. The licensed mAbs were developed as part of a research collaboration and option agreement between the Company and Columbia.

On February 23, 2023, the Company granted options to purchase an aggregate of 4,394,303 shares of the Company’s common stock to employees with an exercise price of $0.73, with a term of ten years, vesting 1/3 on the first anniversary and 1/36^th each month thereafter for 24 months. Additionally, the Company granted options to purchase 1,327,500 shares of the Company’s common stock to certain employees with an exercise price of $0.91, with a term of ten years, vesting 1/3 on the first anniversary and 1/36^th each month thereafter for 24 months.

Subsequent to December 31, 2022, the Company sold 2.1 million shares of common stock under the Sales Agreement with AGP for net proceeds of approximately $1.4 million. 

Subsequent to December 31, 2022, the Company sold 0.6 million shares of common stock under the 2022 Purchase Agreement with Lincoln Park for net proceeds of approximately $0.4 million.