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EX-99.01 - EXHIBIT 99.01 - Tonix Pharmaceuticals Holding Corp.s107499_ex99-01.htm




Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (date of earliest event reported): September 12, 2017




(Exact name of registrant as specified in its charter)


Nevada 001-36019 26-1434750

(State or Other Jurisdiction

of Incorporation)


File Number)

(IRS Employer

Identification No.)


509 Madison Avenue, Suite 306, New York, New York 10022

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (212) 980-9155


Copy of correspondence to:


Marc J. Ross, Esq.

James M. Turner, Esq.

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37th Floor

New York, New York 10036

Tel: (212) 930-9700 Fax: (212) 930-9725


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):


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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  5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On September 12, 2017, the Board of Directors (the “Board”) of Tonix Pharmaceuticals Holding Corp. (the “Company”), on the recommendation of its Nominating and Corporate Governance Committee, increased the number of directors to nine and appointed Ms. Margaret Smith Bell as a director of the Company, effective immediately. 


Previously, Ms. Bell was a Vice President at Standard Life Investments where she was a portfolio manager and health care equity analyst. Ms. Bell was also a Managing Director at Putnam Investments, and served as a senior health care analyst and a portfolio manager of the Putnam Health Sciences Trust. Ms. Bell was an analyst and vice president at State Street Research and a research analyst at Alex. Brown & Sons, Inc. Ms. Bell is a past member of the Board of Overseers at Beth Israel Deaconess Medical Center. Ms. Bell holds a B.A. from Wesleyan University and an M.B.A. from the Wharton School at the University of Pennsylvania.


Ms. Bell will hold office until the next annual meeting of shareholders and until her successor shall have been elected and qualified or until her earlier death, resignation or removal. The Board has determined that Ms. Bell satisfies the definition of “independent” director, including, without limitation, the applicable requirements of the NASDAQ Listing Rules and the Securities Exchange Act of 1934, as amended. The committee or committees of the Board to which Ms. Bell will be appointed has not been determined.  


The Board, on the recommendation of its Compensation Committee, awarded Ms. Bell 20,000 stock options, which vest on the first anniversary of issuance and are exercisable at $4.25 per share.


There is no understanding or arrangement between Ms. Bell and any other person pursuant to which Ms. Bell was selected as a director.  Ms. Bell does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or executive officer.


ITEM 7.01Regulation FD Disclosure.


On September 14, 2017, the Company issued a press release relating to the appointment of Ms. Bell, as discussed in Item 5.02 above. A copy of the press release that discusses these matters is filed as Exhibit 99.01 to, and incorporated by reference in, this report.


A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.


ITEM 9.01Financial Statements and Exhibits.


(d)    Exhibits.
99.01 Press Release, dated September 14, 2017, issued by Tonix Pharmaceuticals Holding Corp.*



* Furnished herewith.






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.




Date:  September 14, 2017 By: /s/ BRADLEY SAENGER
  Bradley Saenger
  Chief Financial Officer