UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant |
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Filed
by a Party other than the Registrant |
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Check
the appropriate box: |
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Preliminary
Proxy Statement |
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Confidential,
For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to § 240.14a-12 |
TONIX
PHARMACEUTICALS HOLDING CORP.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box): |
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No
fee required |
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) |
Title
of each class of securities to which transaction applies: |
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(2) |
Aggregate
number of securities to which transaction applies: |
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(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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(4) |
Proposed
maximum aggregate value of transaction: |
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(5) |
Total
fee paid: |
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Fee
paid previously with preliminary materials: |
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount
previously paid: |
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Form,
Schedule or Registration Statement No.: |
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Filing
Party: |
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(4) |
Date
Filed: |
TONIX
PHARMACEUTICALS HOLDING CORP.
26 Main Street, Suite 101
Chatham, New Jersey 07928
Telephone:
(862) 904-8182
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of the shareholders of Tonix Pharmaceuticals Holding
Corp. (the “Company” or “Tonix”) will be held on Thursday, January 25, 2024, at 11:00 a.m. Eastern Daylight Time.
The Special Meeting will be held via the internet. Shareholders will be able to listen, vote and ask questions regardless of location
via the internet at https://web.viewproxy.com/tonixsm/2023 by using the control number included on your notice regarding
the availability of proxy materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your
proxy materials. You will not be able to attend the Special Meeting in person. The Special Meeting is being held for
the purposes of:
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1. |
To
approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares
of common stock from 160,000,000 to 1,000,000,000; and |
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2. |
To
approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are
not sufficient votes to approve the amendment to the Company’s Articles of Incorporation. |
Only shareholders of record at the close of business on December 22,
2023, will be entitled to attend and vote at the meeting.
BY
ORDER OF THE BOARD OF DIRECTORS
/s/ Seth
Lederman |
|
Seth
Lederman |
|
Chief
Executive Officer and Chairman of the Board of Directors |
|
December 26,
2023 |
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You
are cordially invited to attend the virtual meeting of shareholders via live webcast by visiting https://web.viewproxy.com/tonixsm/2023. Whether
or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy as instructed in these materials,
as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid
if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote if you
attend the virtual meeting via webcast. Please note, however, that if your shares are held of record by a broker, bank or
other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
TABLE
OF CONTENTS
TONIX
PHARMACEUTICALS HOLDING CORP.
26 Main Street, Suite 101
Chatham, New Jersey 07928
Telephone: (862)
904-8182
PROXY
STATEMENT
FOR
THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 25, 2024
INFORMATION
CONCERNING THE SPECIAL MEETING
General
The enclosed proxy is solicited by the Board of Directors (the “Board”)
of Tonix Pharmaceuticals Holding Corp. (the “Company”), for use at the Special Meeting of the Company’s shareholders
to be held on January 25, 2024, at 11:00 a.m. Eastern Daylight Time and at any adjournments thereof. Whether or not you expect to attend
the meeting, please vote your shares as promptly as possible to ensure that your vote is counted. The proxy materials will be furnished
to shareholders on or about December 26, 2023.
Revocability
of Proxy and Solicitation
Any
shareholder executing a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy. Revocation may be
made by attending the Special Meeting and voting the shares of stock, or by delivering to the Secretary of the Company at the principal
office of the Company prior to the Special Meeting a written notice of revocation or a later-dated, properly executed proxy. We have
engaged Alliance Advisors, LLC (“Alliance”) as the proxy solicitor for the Special Meeting. Some of our officers and other
employees may also solicit proxies by further mailing or personal conversations, or by telephone, facsimile or other electronic means.
You
may revoke your proxy at any time before it is exercised by:
| ● | filing
a letter with our Secretary revoking the proxy; |
| ● | submitting
another signed proxy with a later date; or |
| ● | attending
the Special Meeting and voting online, provided you file a written revocation with the Secretary
of the Special Meeting prior to the voting of such proxy. |
If
your shares are not registered in your own name, you will need appropriate documentation from your stockholder of record to vote at the
Special Meeting. Examples of such documentation include a broker’s statement, letter or other document that will confirm your
ownership of shares of Tonix Pharmaceuticals Holding Corp.
Record
Date
Shareholders of record at the close of business on December 22, 2023 (the
“Record Date”), will be entitled to receive notice of, attend and vote at the meeting.
Action
to be Taken Under Proxy
Unless
otherwise directed by the giver of the proxy, the persons named in the form of proxy, namely, Seth Lederman, our Chief Executive
Officer, and Bradley Saenger, our Chief Financial Officer, or either one of them who acts, will vote:
|
● |
FOR
approval of an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of the Company’s
common stock authorized for issuance from 160,000,000 to 1,000,000,000 (Proposal No. 1 – the “Proposal to Increase Authorized
Shares”); and |
|
● |
To
approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are
not sufficient votes to approve the Proposal to Increase Authorized Shares (the “Adjournment Proposal”). |
Quorum;
Broker Non-votes
As of the Record date, there were 58,614,593 shares of common stock
issued and outstanding, which constitutes all of the outstanding capital stock of the Company. Shareholders are entitled to
one vote for each share of common stock held by them.
One-third (1/3) of the outstanding shares, or 19,538,198 shares, present
in person by webcast or represented by proxy, will constitute a quorum at the meeting. For purposes of the quorum and the discussion below
regarding the vote necessary to take shareholder action, shareholders of record who are present at the Special Meeting in person by webcast
or by proxy and who abstain, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting,
are considered shareholders who are present and entitled to vote and are counted towards the quorum.
Brokers
holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting
instructions from their customers. As used herein, “uninstructed shares” means shares held by a broker who has not received
such instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares
for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect
to that non-routine matter. The determination of which proposals are deemed “routine” versus “non-routine” may
not be made by the New York Stock Exchange until after the date on which this proxy statement has been mailed to you. As such, it is
important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your shares.
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why
am I receiving these materials?
We have sent you these proxy materials because the Board of Tonix
Pharmaceuticals Holding Corp. (sometimes referred to as the “Company,” “Tonix,” “we”
or “us”) is soliciting your proxy to vote at the Special Meeting of Shareholders. According to our records,
you were a shareholder of the Company as of the end of business on December 22, 2023.
You are invited to attend the Special Meeting to vote on the proposals
described in this proxy statement and at any postponements or adjournments of the Special Meeting. Directors, officers and other Company
employees also may solicit proxies by telephone or otherwise. Brokers, banks and other nominees will be requested to solicit proxies or
authorizations from beneficial owners and will be reimbursed for their reasonable expenses. However, you do not need to attend the meeting
to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card. Alternatively, you may vote online at
https://web.viewproxy.com/tonixsm/2023. You are invited to attend the Special Meeting and vote your shares. The Special Meeting will be
a virtual meeting of shareholders, and will be held on January 25, 2024 at 11:00 a.m. Eastern Time via live webcast. For instructions
on how to access the live webcast and attend the virtual Special Meeting, see “How do I attend and vote shares at the Special Meeting?”
The Company intends to mail these proxy materials on or about December
26, 2023 to all shareholders of record on the Record Date entitled to vote at the Special Meeting.
What
am I voting on?
The
following matters are scheduled for a vote:
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1. |
To
approve the Proposal to Increase Authorized Shares; and |
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2. |
To
approve the Adjournment Proposal. |
The
Board is not currently aware of any other business that will be brought before the Special Meeting.
Who
can vote at the Special Meeting?
Only shareholders at the close of business on the Record Date will be entitled
to vote at the Special Meeting. On the Record Date, there were 58,614,593 shares of common stock outstanding and entitled to vote.
Shareholder
of Record: Shares Registered in Your Name
If,
on the Record Date, your shares were registered directly in your name with Tonix’s transfer agent, VStock Transfer, LLC, then you
are a shareholder of record. As a shareholder of record, you may vote in person by webcast at the meeting or vote by proxy.
Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank
If,
on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, rather than
in your name, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded
to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of
voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the
shares in your account. You are also invited to attend the Special Meeting by webcast. If you hold your shares beneficially through
a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control
number in order to vote your shares during the Special Meeting.
How
do I attend and vote shares at the virtual Special Meeting?
The Special Meeting will convene at 11:00 a.m. Eastern Time on January
25, 2024. In order to participate in the Special Meeting live via the Internet, you must register at https://web.viewproxy.com/tonixsm/2023 by
11:59 p.m. Eastern Time on by January 24, 2024. If you are a registered holder, you must register using the virtual control number included
on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials).
If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration
and you will be assigned a virtual control number in order to vote your shares during the Special Meeting. If you are unable to obtain
a legal proxy to vote your shares, you will still be able to attend the Special Meeting (but will not be able to vote your shares) so
long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate
proof of stock ownership, are posted at https://web.viewproxy.com/tonixsm/2023.
On
the day of the Special Meeting, if you have properly registered, you may enter the Special Meeting by logging in using the unique join
link and the event password you received via email in your registration confirmation.
If
you encounter any difficulties accessing the Special Meeting live audio webcast during the meeting time, please email VirtualMeeting@viewproxy.com
or call 1-866-612-8937.
Even
if you plan to attend the live webcast of the Special Meeting, we encourage you to vote in advance by Internet, telephone or mail so
that your vote will be counted even if you later decide not to attend the virtual Special Meeting.
How
can I submit a question for the Special Meeting?
By
accessing https://web.viewproxy.com/tonixsm/2023, our shareholders will be able to submit questions in writing in advance
of or during the Special Meeting, vote, view the Special Meeting procedures, and obtain copies of proxy materials. Shareholders will
need their unique control number which appears on their notice regarding the availability of proxy materials, the proxy card (printed
in the box and marked by the arrow) and the instructions that accompanied the proxy materials.
As
part of the Special Meeting, we will hold a live question and answer session, during which we intend to answer questions in accordance
with the Special Meeting procedures which are pertinent to the Company and the meeting matters, as time permits. Questions and answers
will be grouped by topic and substantially similar questions will be grouped and answered once.
Can
I view the proxy materials over the Internet?
Yes. The
Notice of Meeting, this Proxy Statement and accompanying proxy card are available at https://web.viewproxy.com/tonixsm/2023.
How
do I vote?
You
may vote “For” or “Against” or abstain from voting.
If
you are a shareholder of record, you may vote by proxy in any of the following ways:
|
● |
By
Internet or Telephone — If you have internet or telephone access, you may submit your proxy by following the voting instructions
on the proxy card. If you vote by internet or telephone, you should not return your proxy card. |
|
● |
By
Mail — You may vote by mail by completing, dating and signing your proxy card and mailing it in the envelope provided. You
must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer
of a corporation, guardian, executor, trustee or custodian), you must indicate your name and title or capacity. |
If you vote via the internet or by telephone, your vote must be received
by 11:59 p.m., Eastern Time, on January 24, 2024.
You
may also vote during the Special Meeting via the internet at http:// www.AALvote.com/TNXPSM. At this site, you will be able
to vote electronically.
If
your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of
shares held in “street name.” The street name holder will provide you with instructions that you must follow to have your
shares voted. If you hold your shares in street name and you wish to vote during the meeting, you must obtain a proxy issued in your
name from the street name holder.
How
many votes do I have?
On
each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.
What
is a quorum for purposes of conducting the Special Meeting?
The presence, in person via attendance at the virtual Special Meeting or
by proxy, of the holders of one-third (1/3) of the issued and outstanding common stock, or 19,538,198 shares, entitled to be
cast at the Special meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the
Special Meeting, the shareholders entitled to vote thereat, present in person via attendance at the virtual Special Meeting or by proxy,
may adjourn the Special Meeting from time to time without notice or other announcement until a quorum is present or represented.
What
if I return a proxy card but do not make specific choices?
If
you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” approval
of the Increase to Authorized Shares (Proposal No. 1), and “FOR” approval of any adjournment of the Special Meeting,
if necessary or appropriate, to transact such other business as may properly come before the meeting and all adjournments and postponements
thereof; and if any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy
card) will vote your shares using his best judgment.
How
does the Board recommend that I vote?
Our
Board recommends that you vote your shares “FOR” the approval of the Proposal to Increase Authorized Shares (Proposal
No. 1); and “FOR” the Adjournment Proposal. Unless you provide other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board as set forth in this Proxy
Statement.
Who
is paying for this proxy solicitation?
We
are soliciting this proxy on behalf of our Board and will pay all expenses associated therewith. We have engaged Alliance as the proxy
solicitor for the Special Meeting for a base fee of $9,000 plus fees for additional services. We have also agreed to reimburse Alliance
for its reasonable out of pocket expenses. Some of our officers and other employees also may, but without compensation other than their
regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, facsimile or other electronic means.
We
will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable
out-of-pocket expenses for forwarding proxy materials to the beneficial owners of the capital stock and to obtain proxies.
If
you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should
contact:
Alliance
Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
833-782-7198
TNXP@AllianceAdvisors.com
What
does it mean if I receive more than one set of proxy materials?
If
you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please
complete, sign and return each proxy card to ensure that all of your shares are voted.
I
share the same address with another Tonix Pharmaceuticals Holding Corp. shareholder. Why has our household only received one set of proxy
materials?
The
SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This
practice, known as “householding,” is intended to reduce the Company’s printing and postage costs. We have delivered
only one set of proxy materials to shareholders who hold their shares through a bank, broker or other holder of record and share a single
address, unless we received contrary instructions from any shareholder at that address. However, any such street name holder residing
at the same address who wishes to receive a separate copy of the proxy materials may make such a request by contacting the bank, broker
or other holder of record, or Broadridge Financial Solutions, Inc. at (800) 542-1061 or in writing at Broadridge, Householding Department,
51 Mercedes Way, Edgewood, NY 11717. Street name holders residing at the same address who would like to request householding of Company
materials may do so by contacting the bank, broker or other holder of record or Broadridge at the phone number or address listed above.
Can
I change my vote after submitting my proxy?
Yes. You
can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your
shares, you may revoke your proxy in any one of three ways:
|
● |
You
may submit another properly completed proxy card with a later date; |
|
● |
You
may send a timely written notice that you are revoking your proxy to the Company at 26 Main Street, Suite 101, Chatham, New
Jersey 07928, Attn: Chief Financial Officer; |
|
● |
Authorizing a proxy again by Internet or telephone at a later time before
the closing of those voting facilities at 11:59 p.m. on January 24, 2024; or |
|
● |
You
may attend the Special Meeting and vote online. Simply attending the meeting virtually will not, by
itself, revoke your proxy. |
If
your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
How
are votes counted?
Votes
will be counted by the inspector of elections appointed for the meeting, who will separately count “For,” “Withhold”
and “Against” votes, abstentions and broker non-votes. Abstentions and broker non-votes will not be counted
as votes with respect to any matter.
How
many votes are needed to approve each proposal?
For
approval of the Increase to Authorized Shares (Proposal No. 1), the approval of the majority of the shares outstanding and entitled to
vote as of the Record Date is required for approval. Approval of all other matters requires the affirmative vote of a majority of the
votes cast on the applicable matter at the Special Meeting in person via attendance at the virtual Special Meeting or by proxy.
Is
my vote kept confidential?
Proxy
instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting
privacy. Your vote will not be disclosed either within the Company or to third parties, except:
|
● |
as
necessary to meet applicable legal requirements; |
|
● |
to
allow for the tabulation and certification of votes; and |
|
● |
to
facilitate a successful proxy solicitation. |
Occasionally,
shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.
How
can I find out the results of the voting at the Special Meeting?
Preliminary
voting results will be announced at the Special Meeting. Final voting results will be discussed in a Form 8-K
filed after the Special Meeting.
Who
can help answer my questions?
If
you need assistance with voting or have questions regarding the Special Meeting, please contact:
Alliance
Advisors, LLC
200
Broadacres Drive, 3rd Floor Bloomfield, NJ 07003
833-782-7198
TNXP@AllianceAdvisors.com
PROPOSAL
NO. 1: APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK FROM 160,000,000 TO [●]
Our
Board of Directors has approved, subject to shareholder approval, an amendment to our Articles of Incorporation to increase our authorized
shares of common stock from 160,000,000 to 1,000,000,000. The increase in our authorized shares of common stock will become effective
upon the filing of the amendment to our Articles of Amendment with the Nevada Secretary of State. If the amendment to increase our authorized
shares of common stock is approved by shareholders at the Special Meeting, we intend to file the amendment to our Articles of Incorporation
as soon as practicable following the Special Meeting.
The
form of the text of the amendment (which would be filed with the Nevada Secretary of State on its then prescribed form of Certificate
of Amendment) is set forth as Appendix A to this proxy statement (subject to any changes required by applicable law).
Outstanding
Shares and Purpose of the Proposal
Our
Articles of Incorporation currently authorizes us to issue a maximum of 160,000,000 shares of common stock, par value $0.001 per share,
subject to approval of this Proposal No. 1, and 5,000,000 shares of preferred stock, $0.001 par value per share. Our issued and outstanding
securities, as of the Record Date are as follows:
Shares
of Common Stock |
|
As
of
December 22, 2023 |
|
Outstanding |
|
|
80,816,395 |
(1) |
Issuable
upon exercise of warrants outstanding |
|
|
187,165,358 |
(2) |
Issuable
upon exercise of options outstanding |
|
|
1,384,264 |
|
Reserved
for future grants, awards and issuances under the Amended and Restated 2020 Stock Incentive Plan |
|
|
1,062,874 |
|
Reserved
for future purchases under 2023 Employee Stock Purchase Plan |
|
|
800,000 |
|
Outstanding
on a fully diluted basis(3) |
|
|
271,228,891 |
(4) |
(1) |
Assuming
all pre-funded warrants are exercised.
|
(2) |
Includes 162,162,162 warrants exercisable only upon shareholder approval
of such warrants. |
(3) |
Assuming
all shares reserved under our current equity compensation plan are granted and all shares reserved under our current employee stock purchase
plan are purchased. |
(4) |
Does
not include shares that may be issued under the Sales Agreement with A.G.P./Alliance Global Partners, dated April 8, 2020, or the
Purchase Agreement with Lincoln Park Capital Fund, LLC, dated August 16, 2022. |
The
approval of the amendment to the articles of incorporation to increase the authorized shares of Common Stock is important for the ongoing
business of the Company. Without additional authorized shares of Common Stock, (i) the Company may not be able to raise additional
financing which is needed to fund our ongoing clinical and research programs, (ii) the Company may not be able to attract and retain
key employees, officers and directors, and (iii) the Company may not be able to make possible strategic acquisitions, although no such
acquisitions are currently contemplated.
The
increase in the number of authorized shares of Common Stock may be available for our Board to issue in future financings, to provide
equity incentive to employees, officers and directors, to make stock-based acquisitions and for other general corporate purposes, and
we intend to use the additional shares of Common Stock that will be available to undertake any such issuances. We have no specific plan,
commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of Common Stock subsequent to this
proposed increase in the number of authorized shares at this time, and we have not allocated any specific portion of the proposed increase
in the authorized number of shares to any particular purpose. The Company is therefore requesting its shareholders approve this proposal
to amend its Articles of Incorporation to increase the authorized shares of Common Stock.
Rights
of Additional Authorized Shares
Any
authorized shares of Common Stock, if and when issued, would be part of our existing class of common stock and would have the same rights
and privileges as the shares of common stock currently outstanding. Our shareholders do not have pre-emptive rights with respect to the
common stock, nor do they have cumulative voting rights. Accordingly, should the Board issue additional shares of common stock, existing
shareholders would not have any preferential rights to purchase any of such shares, and their percentage ownership of our then outstanding
Common Stock could be reduced.
Potential
Adverse Effects of Increase in Authorized Common Stock
Future
issuances of common stock or securities convertible into common stock could have a dilutive effect on our earnings per share, book value
per share and the voting power and ownership interest of current shareholders. The additional shares of common stock for which
authorization is sought in this proposal would be part of the existing class of common stock and, if and when issued, would have the
same rights and privileges as the shares of common stock presently outstanding. We could also use the additional shares of common stock
that will become available for issuance to oppose a hostile takeover attempt or to delay or prevent changes in control or management
of the Company. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer of control of the
Company by causing such additional authorized shares to be issued to holders who might side with the Board of Directors in opposing a
takeover bid that the Board of Directors determines is not in the best interests of the Company or its shareholders. The proposed increase
in authorized shares of common stock therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging
initiation of any such unsolicited takeover attempts, the proposed increase in authorized shares of common stock may limit the opportunity
for the Company’s shareholders to dispose of their shares at the higher price generally available in takeover attempts or that
may be available under a merger proposal. The proposed increase in authorized shares of common stock may have the effect of permitting
the Company’s current management, including the current Board of Directors, to retain its position, and place it in a better position
to resist changes that shareholders may wish to make if they are dissatisfied with the conduct of the Company’s business. The
Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, nor is this proposal being presented with
the intent that it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board from taking any
such actions that it deems to be consistent with its fiduciary duties.
Vote
Required and Board Recommendation
Approval
of an amendment to our Articles of Incorporation to increase our authorized shares of common stock from 160,000,000 to 1,000,000,000
requires the affirmative vote of the majority of the voting power of the shares of common stock issued and outstanding as of the Record
Date, and abstentions will have the effect of a vote against this proposal.
The
Board unanimously recommends a vote “FOR” the approval of an amendment to our Articles of
Incorporation to increase our authorized
shares of common stock from 160,000,000 to 1,000,000,000.
PROPOSAL
NO. 2: APPROVAL THE ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES
Adjournment
of the Special Meeting
In
the event that the number of shares of Common Stock present in person via attendance at the virtual Special Meeting or represented by
proxy at the Special Meeting and voting “FOR” the adoption of any of the proposals specified in the Notice of Special Meeting
is insufficient to adopt every or any proposal, we may move to adjourn the Special Meeting in order to enable the Board to solicit additional
proxies in favor of the adoption of such proposal specified in the Notice of Special Meeting. In that event, we will ask shareholders
to vote upon the adjournment proposal and on the other proposals discussed in this proxy statement. If the adjournment is for more than
thirty (30) days, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
Vote
Required and Board Recommendation
If
a quorum is present, approval of the proposal to adjourn the Special Meeting to a later date requires the affirmative vote of the holders
of a majority of the votes cast in person via attendance at the virtual Special Meeting or by proxy.
The
Board recommends that shareholders vote “FOR” the proposal to adjourn the Special Meeting to solicit additional proxies,
if there are insufficient proxies at the Special Meeting to approve each or any of the proposals specified in the Notice of Special Meeting
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our common stock as of December 22, 2023:
|
● |
by
each person who is known by us to beneficially own more than 5% of our common stock; |
|
● |
by
each of our officers and directors; and |
|
● |
by
all of our officers and directors as a group. |
Unless
otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and
that person’s address is c/o Tonix Pharmaceuticals Holding Corp., 26 Main Street, Suite 101, Chatham, NJ 07928.
NAME
OF OWNER |
|
TITLE
OF CLASS |
|
NUMBER
OF SHARES
OWNED(1) |
|
|
PERCENTAGE
OF COMMON
STOCK(2) |
|
Directors
and Executive Officers |
|
|
|
|
|
|
|
|
|
|
Seth
Lederman |
|
Common
Stock |
|
|
79,261 |
(3) |
|
|
* |
|
Jessica
Morris |
|
Common
Stock |
|
|
14,479 |
(4) |
|
|
* |
|
Bradley
Saenger |
|
Common
Stock |
|
|
13,607 |
(5) |
|
|
* |
|
Gregory
Sullivan |
|
Common
Stock |
|
|
19,342 |
(6) |
|
|
* |
|
Richard
Bagger |
|
Common
Stock |
|
|
12,408 |
(7) |
|
|
* |
|
Margaret
Smith Bell |
|
Common
Stock |
|
|
12,437 |
(8) |
|
|
* |
|
David
Grange |
|
Common
Stock |
|
|
12,408 |
(9) |
|
|
* |
|
Adeoye
Olukotun |
|
Common
Stock |
|
|
12,432 |
(10) |
|
|
* |
|
Newcomb
Stillwell |
|
Common
Stock |
|
|
13,280 |
(11) |
|
|
* |
|
Carolyn
Taylor |
|
Common
Stock |
|
|
11,846 |
(12) |
|
|
* |
|
James
Treco |
|
Common
Stock |
|
|
12,674 |
(13) |
|
|
* |
|
Officers
and Directors as a Group
(11 persons) |
|
Common
Stock |
|
|
214,174 |
(14) |
|
|
* |
% |
*
Denotes less than 1%
(1)
Beneficial Ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants
currently exercisable or convertible, or exercisable or convertible within 60 days of December 22, 2023 are deemed outstanding for computing
the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.
(2)
Percentage based upon 80,816,395 shares of common stock issued and outstanding
as of December 22, 2023, including 22,201,802 shares underlying prefunded warrants.
(3)
Includes 74,815 shares of common stock underlying options which are currently
exercisable or become exercisable within 60 days, 2 shares of common stock owned by Lederman & Co, 1 share of common stock owned by
L&L, 1 share of common stock owned by Targent, 1 share of common stock owned by Leder Laboratories, Inc. (Leder Labs), 1 share of
common stock owned by Starling, 3,878 shares owned through an IRA account and 1 share owned by Dr. Lederman’s spouse. Seth Lederman,
as the Managing Member of Lederman & Co and Targent, the Manager of L&L and the Chairman of Leder Labs and Starling, has investment
and voting control over the shares held by these entities.
(4)
Includes 14,478 shares of common stock underlying options which are currently
exercisable or become exercisable within 60 days.
(5)
Includes 13,508 shares of common stock underlying options which are currently
exercisable or become exercisable within 60 days.
(6)
Includes 18,845 shares of common stock underlying options which are currently
exercisable or become exercisable within 60 days.
(7)
Includes 12,357 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or become
exercisable within 60 days.
(8)
Includes 12,409 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or become
exercisable within 60 days.
(9)
Includes 12,408 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or become
exercisable within 60 days.
(10)
Includes 12,405 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or become
exercisable within 60 days.
(11)
Includes 13,280 shares of common stock underlying options and restricted stock units which are currently exercisable or vested or become
exercisable within 60 days.
(12)
Includes 11,846 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days
(13)
Includes 12,623 shares of common stock underlying options which are currently exercisable or become exercisable within 60 days
(14)
Includes 208,974 shares of common stock underlying options which are currently
exercisable or vested or become exercisable within 60 days, 2 shares of common stock owned by Lederman & Co, 1 share of common stock
owned by L&L, 1 share of common stock owned by Targent, 1 share of common stock owned by Leder Labs, 1 share of common stock owned
by Starling, 3,878 shares owned through an IRA account of Dr. Lederman, and 1 share owned by Dr. Lederman’s spouse.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
We
have adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review,
consideration and oversight of “related-party transactions.” For purposes of our policy only, a “related-party transaction”
is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and
any “related party” are participants involving an amount that exceeds $120,000.
Transactions
involving compensation for services provided to us as an employee, consultant or director are not considered related-person transactions
under this policy. A related party is any executive officer, director or a holder of more than five percent of our common stock, including
any of their immediate family members and any entity owned or controlled by such persons.
Under
the policy, where a transaction has been identified as a related-party transaction, our Chief Compliance Officer must present information
regarding the proposed related-party transaction to our Nominating and Corporate Governance Committee for review. The presentation must
include a description of, among other things, the material facts, the direct and indirect interests of the related parties, the benefits
of the transaction to us and whether any alternative transactions are available. To identify related-party transactions in advance, we
rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-party
transactions, our Nominating and Corporate Governance Committee will take into account the relevant available facts and circumstances
including, but not limited to:
|
● |
whether
the transaction was undertaken in the ordinary course of our business; |
|
● |
whether
the related party transaction was initiated by us or the related party; |
|
● |
whether
the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could
have been reached with an unrelated third party; |
|
● |
the
purpose of, and the potential benefits to us from the related party transaction; |
|
● |
the
approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related party; |
|
● |
the
related party’s interest in the related party transaction, and |
|
● |
any
other information regarding the related party transaction or the related party that would be material to investors in light of the
circumstances of the particular transaction. |
The
Nominating and Corporate Governance Committee shall then make a recommendation to the Board, who will determine whether or not to approve
of the related party transaction, and if so, upon what terms and conditions. In the event a director has an interest in the proposed
transaction, the director must recuse himself or herself from the deliberations and approval.
During
the last two fiscal years, there have been no related party transactions.
PROPOSALS
OF SHAREHOLDERS FOR THE 2024 ANNUAL MEETING
If you want to submit a proposal for inclusion in our proxy statement for
the 2024 Annual Meeting of shareholders, you may do so by following the procedures in Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). To be eligible for inclusion, shareholder proposals (other than nominees
for directors) must be received at the Company’s principal executive office, at the following address: 26 Main Street, Suite 101,
Chatham, New Jersey 07928, Attention: Secretary, no later than November 18, 2024.
Under
Rule 14a-4 promulgated under the Exchange Act, if a proponent of a proposal that is not intended to be included in the proxy statement
fails to notify us of such proposal at least 45 days prior to the anniversary of the mailing date of the preceding year’s proxy
statement, then we will be allowed to use our discretionary voting authority under proxies solicited by us when the proposal is raised
at such Annual Meeting of shareholders, without any discussion of the matter in the proxy statement.
In
addition, our Third Amended and Restated Bylaws contain an advance notice provision that requires that all business proposed by a shareholder
that will be conducted or considered at a meeting must meet notice requirements. For business to be properly submitted by a shareholder
for a vote at an Annual Meeting, the shareholder must (i) be a shareholder of record as of the record date for the meeting, (ii) be
entitled to vote at the meeting, and (iii) have given timely notice in writing of the proposal to be submitted by the shareholder
for a vote. The shareholder’s notice must be delivered to the Secretary at the Company’s principal executive office. To be
timely, a shareholder’s notice must be received by the Secretary at least 90 calendar days before the date corresponding to the
date for the annual meeting in the preceding year, and no more than 120 calendar days before that date; provided, however, if the date
of the annual meeting is changed by more than 25 calendar days from the date corresponding to the date of the preceding year’s
Annual Meeting, or if we did not hold an annual meeting in the preceding year, then the shareholder’s notice will be considered
timely if it is received by the Secretary not later than the close of business on the tenth calendar day following the day on which such
notice of the date of the Annual Meeting was mailed or the date on which public disclosure of the date of the Annual Meeting was made,
whichever first occurs.
A
shareholder’s notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the annual meeting:
(i) a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and address, as they appear on the Company’s books, of the shareholder
proposing such business and of the beneficial owner, if any, on whose behalf the proposal is made, (iii) such information regarding each
director nominee or each matter of business to be proposed by such shareholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the U. S. Securities and Exchange Commission, or the SEC, had the nominee been nominated, or intended
to be nominated, or the matter been proposed, or intended to be proposed by the Board; (iv) if applicable, the consent of each nominee
to be named in the proxy statement and to serve as director of the Company if so elected; (v) the class and number of shares of
the Company that are owned beneficially and of record by the shareholder proposing such business and by the beneficial owner, if any,
on whose behalf the proposal is made, and (vi) any material interest of such shareholder proposing such business and the beneficial
owner, if any, on whose behalf the proposal is made in such business.
OTHER
BUSINESS
The
Board knows of no business to be brought before the Special Meeting other than as set forth above. If other matters properly come before
the shareholders at the meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such
matters in accordance with their judgment.
By
Order of the Board of Directors,
|
|
Seth
Lederman |
|
Chief
Executive Officer and Chairman of the Board of Directors |
|
|
|
New
York, New York |
|
December 26, 2023 |
|
Appendix
A
TONIX
PHARMACEUTICALS HOLDING CORP.
CERTIFICATE
OF AMENDMENT TO ARTICLES OF INCORPORATION
Article
IV has been amended and restated to increase the authorized shares of Common Stock to 1,000,000,000. The complete text of Article IV
is as follows:
IV.
AUTHORIZATION OF CAPITAL STOCK: The Corporation is authorized to issue two classes of stock. One class of stock shall be Common Stock,
par value $0.001. The second class of stock shall be Preferred Stock, par value $0.001. The Preferred Stock, or any series thereof, shall
have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or
restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the board
of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors, provided
that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions
of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such
stock by the board of directors.
The
total number of shares of stock of each class which the Corporation shall have authority to issue and the par value of each share of
each class of stock are as follows:
Class |
|
Par
Value |
|
Authorized
Shares |
|
Common |
|
$ |
0.001 |
|
|
|
1,000,000,000 |
|
Preferred |
|
$ |
0.001 |
|
|
|
5,000,000 |
|
|
|
|
|
|
Total: |
|
1,005,000,000 |
|
PROXY
TONIX PHARMACEUTICALS
HOLDING CORP.
PROXY FOR SPECIAL
MEETING TO BE HELD ON JANUARY 25, 2024
THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned,
revoking all prior proxies, hereby appoints SETH LEDERMAN and BRADLEY SAENGER (the “Proxies”) and each of them, with full
power of substitution in each, as proxies for the undersigned, to represent the undersigned and to vote all the shares of Common Stock
of the Company which the undersigned would be entitled to vote, as fully as the undersigned could vote and act if personally present,
at the Special Meeting of Stockholders (the “Meeting”) to be held on January 25, 2024, at 11:00 a.m., Eastern Daylight Time
via Internet or at any adjournments or postponements thereof. On the date of the meeting, you may log in to the meeting by using the
unique join link provided after you have registered. Please have your Virtual Control Number with you during the meeting in order to
vote.
Should the
undersigned be present and elect to vote at the Meeting or at any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder’s decision to terminate this proxy, then the power of such attorneys
or Proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by filing a written notice of
revocation with the Secretary of the Company or by duly executing a proxy bearing a later date.
In
order to attend the Meeting you must pre-register at http://www.web.viewproxy.com/tonixpharmasm/2024/.
In their discretion,
the Proxies are authorized to vote upon any other matter that may properly come before the meeting or any adjournments thereof.
THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF ALL NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.
CONTINUED
AND TO BE MARKED, DATED AND SIGNED ON THE OTHER SIDE
▲ PLEASE
DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ▲
Important Notice
Regarding the Availability of Proxy Materials for the
Special Meeting of Stockholders to be held January 25, 2024.
This Proxy Statement
is available at:
http://web.viewproxy.com/tonixpharmasm/2024
Please mark your
votes like this ☒
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE “FOR” PROPOSALS 1 AND 2.
| 1. | Approval
of an amendment to our Articles of Incorporation to increase our authorized shares of common
stock from 160,000,000 to 1,000,000,000 requires the affirmative vote of the majority of
the voting power of the shares of common stock issued and outstanding as of the Record Date,
and abstentions will have the effect of a vote against this proposal. |
☐
FOR ☐ AGAINST ☐ ABSTAIN
| 2. | Approval
the Adjournment of the Special Meeting To Solicit Additional Proxies. |
☐
FOR ☐ AGAINST ☐ ABSTAIN
NOTE:
To act on such other matters
as may properly come before the meeting or any adjournment thereof.
Date
Signature
Signature
(if held jointly)
NOTE: This
proxy should be marked, dated and signed by each stockholder exactly as such stockholder’s name appears hereon, and returned promptly
in the enclosed envelope. When shares are held jointly, each holder should sign. When signing as an executor, administrator, attorney,
trustee or guardian please give full title as such. If the signatory is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If the signatory is a partnership, please sign in the partnership name by authorized person.
CONTROL
NUMBER
Address
Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) ☐
▲ PLEASE
DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ▲
CONTROL NUMBER
PROXY VOTING
INSTRUCTIONS
Please have your 11-digit
control number ready when voting by Internet or Telephone
INTERNET
Vote Your
Shares on the Internet:
Go
to www.fcrvote.com/TNXPSM
Have your proxy
card available when you access the above website. Follow the prompts to vote your shares. |
|
TELEPHONE
Vote Your
Shares by Phone:
Call 1
(866) 402-3905
Use any touch-tone
telephone to vote your Shares. Have your proxy card available when you
call. Follow
the voting instructions to vote your shares. |
|
MAIL
Vote Your
Shares by Mail:
Mark, sign, and date
your proxy card, then detach it, and return it in the postage-paid envelope provided. |
Tonix Pharmaceuticals (NASDAQ:TNXP)
과거 데이터 주식 차트
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Tonix Pharmaceuticals (NASDAQ:TNXP)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024