Current Report Filing (8-k)
October 21 2022 - 6:04AM
Edgar (US Regulatory)
0001430306
false
0001430306
2022-10-21
2022-10-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 21, 2022
TONIX PHARMACEUTICALS HOLDING CORP.
(Exact
name of registrant as specified in its charter)
Nevada |
001-36019 |
26-1434750 |
(State
or Other Jurisdiction
of
Incorporation) |
(Commission
File
Number) |
(IRS
Employer
Identification
No.) |
26 Main Street, Chatham, New Jersey 07928
(Address
of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (862) 904-8182
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:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which
registered |
Common Stock |
TNXP |
The NASDAQ Capital Market |
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.
☐
Item 2.02 |
Results of Operations and Financial Condition. |
Tonix Pharmaceuticals Holding
Corp. (the “Company”) is disclosing selected preliminary operating results for the quarter ended September 30, 2022, and certain
preliminary financial condition information as of September 30, 2022, as set forth below:
|
• |
The Company ended the third quarter with approximately $140.0 million in cash and cash equivalents, and shares of common stock outstanding of 53,321,511 at September 30, 2022. |
|
• |
The Company’s net cash used in operating activities for the nine months ended September 30, 2022, was approximately $75.8 million compared to $53.1 million for the nine months ended September 30, 2021. |
|
• |
The Company’s capital expenditures for the nine months ended September 30, 2022, was approximately $43.5 million compared to $9.7 million for the nine months ended September 30, 2021. |
|
• |
The Company’s equity proceeds from the sale of common stock for the nine months ended September 30, 2022, was approximately $84.8 million compared to $168.6 million for the nine months ended September 30, 2021. |
|
• |
As of October 20, 2022, the Company had 55,752,745 shares of common stock outstanding. |
The above information is preliminary
financial information for the third quarter of 2022 and subject to completion. The unaudited, estimated results for the third quarter
of 2022 are preliminary and were prepared by the Company’s management, based upon its estimates, a number of assumptions and currently
available information, and are subject to revision based upon, among other things, quarter-end closing procedures and/or adjustments,
the completion of the Company’s interim consolidated financial statements and other operational procedures. This preliminary financial
information is the responsibility of management and has been prepared in good faith on a consistent basis with prior periods. However,
the Company has not completed its financial closing procedures for the quarter ended September 30, 2022, and its actual results could
be materially different from this preliminary financial information, which preliminary information should not be regarded as a representation
by the Company or its management as to its actual results for the quarter ended September 30, 2022. In addition, EisnerAmper LLP, the
Company’s independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect
to this preliminary financial information and does not express an opinion or any other form of assurance with respect to this preliminary
financial information. During the course of the preparation of the Company’s financial statements and related notes as of and for
the quarter ended September 30, 2022, the Company may identify items that would require it to make material adjustments to this preliminary
financial information. As a result, prospective investors should exercise caution in relying on this information and should not draw any
inferences from this information. This preliminary financial information should not be viewed as a substitute for full financial statements
prepared in accordance with United States generally accepted accounting principles and reviewed by the Company’s auditors.
The Company currently expects
to file its Quarterly Report on Form 10-Q, including its financial statements for the quarter ended September 30, 2022 on or about November
7, 2022.
Item 7.01 |
Regulation FD Disclosure. |
The Company updated its investor
presentation, which is used to conduct meetings with investors, stockholders and analysts and at investor conferences, and which the Company
intends to place on its website, which may contain nonpublic information. A copy of the presentation is filed as Exhibit 99.01 hereto
and incorporated herein by reference.
On October 26, 2022, the Company
will present certain information regarding the Company and its product candidates at the 2022 ThinkEquity Conference (the “Presentation”).
The Presentation, which may contain nonpublic information, is filed as Exhibit 99.02 hereto and incorporated herein by reference.
The information in this Item 7.01
of this Current Report on Form 8-K, including Exhibits 99.01 and 99.02 attached hereto, shall not be deemed “filed” for
purposes of Section 18 of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject
to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the United States Securities
Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 |
Financial Statements and Exhibits. |
The information included in Item 2.02 is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
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.
|
TONIX PHARMACEUTICALS HOLDING CORP. |
|
|
Date: October 21, 2022 |
By: |
/s/ Bradley Saenger |
|
|
Bradley Saenger |
|
Chief Financial Officer |
Tonix Pharmaceuticals (NASDAQ:TNXP)
Historical Stock Chart
From Apr 2024 to May 2024
Tonix Pharmaceuticals (NASDAQ:TNXP)
Historical Stock Chart
From May 2023 to May 2024