NOTE 12 – SUBSEQUENT EVENTS

On April 8, 2020, the Company entered into a sales agreement (the “Sales Agreement”), with AGP, pursuant to which the Company may issue and sell, from time to time, shares of the Company’s common stock having an aggregate offering price of up to $50.0 million in at-the-market offerings (“ATM”) sales. On the same day, the Company filed a prospectus supplement under a shelf registration relating to the Sales Agreement. AGP will act as sales agent and will be paid a 3% commission on each sale under the Sales Agreement. The Company’s common stock will be sold at prevailing market prices at the time of the sale, and, as a result, prices will vary. Subsequent to the quarter ended March 31, 2020, the Company sold approximately 2.9 million shares of common stock under the Sales Agreement, for gross proceeds of approximately $2.1 million.

On April 21, 2020, we received a letter (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 55450(a)(1) (the “Minimum Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days in which to regain compliance. In order to regain compliance with the Minimum Bid Price Requirement, the closing bid price of our common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. In the event that we do not regain compliance within this 180-day period, we may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Global Market, with the exception of the Minimum Bid Price Requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq Staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq will provide notice to us that our common stock will be subject to delisting.

The Notice also provides that, due to recent and unprecedented market turmoil, Nasdaq has suspended the compliance period for the Minimum Bid Price Requirement through June 30, 2020. Accordingly, we have until December 28, 2020 to regain compliance with the Minimum Bid Price Requirement.

On May 1, 2020, the Company’s stockholders approved the Tonix Pharmaceuticals Holding Corp. Amended and Restated 2020 Stock Incentive Plan (the “Amended and Restated 2020 Plan”), and together with the 2020 Plan and the 2019 Plan, the “Plans”).

On May 4, 2020, the Company granted options, under the Amended and Restated 2020 Plan, to purchase an aggregate of 512,500 shares of the Company’s common stock to the non-executive members of its Board of Directors with an exercise price of $0.77, with a term of ten years, vesting on the one year anniversary of the date of issuance.

On May 4, 2020, the Company granted options, under the Amended and Restated 2020 Plan, to purchase an aggregate of 5,555,000 shares of the Company’s common stock to employees with an exercise price of $0.77, with a term of ten years, vesting 1/3 on the first anniversary and 1/36th each month thereafter for 24 months. Additionally, the Company granted options to purchase 3,220,000 shares of the Company’s common stock to employees with an exercise price of $0.96, with a term of ten years, vesting 1/3 on the first anniversary and 1/36th each month thereafter for 24 months.