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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 28, 2024
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, 2024, and certain preliminary financial condition information as of September 30, 2024, as set forth below:
| · | The Company had approximately $28.2 million in cash and
cash equivalents as of September 30, 2024, and there are 178,584,225 shares of common stock outstanding as of October 28, 2024. |
| · | The Company’s net cash
used in operating activities for the quarter ended September 30, 2024 was approximately $18.8 million compared to $23.4 million for the
quarter ended September 30, 2023. |
| · | The Company’s capital
expenditures for the quarter ended September 30, 2024 was approximately $0 compared to $1.9 million for the quarter ended September 30,
2023. |
| · | The Company’s net operating
loss for the quarter ended September 30, 2024 was approximately $14.2 million, compared to $28.0 million for the quarter ended September
30, 2023. |
| · | The Company’s net revenue from the sale of its marketed
products for the quarter ended September 30, 2024 was approximately $2.8 million, compared to $4.0 million for the quarter ended September
30, 2023. |
The
Company believes that its cash resources at September 30, 2024, and the gross proceeds of approximately $5.8 million that it raised from
an equity offering and sales under its at-the-market facility in the fourth quarter of 2024, will not meet its operating and capital expenditure
requirements through the first quarter of 2025.
The
above information is preliminary financial information for the quarter ended September 30, 2024 and subject to completion. The unaudited,
estimated results for the quarter ended September 30, 2024 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 and year-end closing procedures and/or adjustments, the completion of the Company’s 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, 2024, 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, 2024. 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, 2024, 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, 2024, on or about November 14, 2024.
Item 8.01 | Other Information. |
The
information included in Item 2.02 is incorporated herein by reference.
Forward-
Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating
to the Company’s financial position and other statement that are predictive in nature. These forward-looking statements are based
on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s
current beliefs and assumptions.
These
statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,”
“intend,” “plan,” “believe,” “estimate,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions and the negatives of those terms. These statements
relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause
actual results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the SEC. Prospective
investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press
release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information,
future events or otherwise.
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 28, 2024 |
By: |
/s/ Bradley Saenger |
|
|
Bradley Saenger |
|
Chief Financial Officer |
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