Tonix Pharmaceuticals Announces Public Offering Pricing of Approximately $4.0 Million

CHATHAM, NJ, June 27, 2024 (GLOBE NEWSWIRE) — Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) (“Tonix” or the “Company”), a fully integrated biopharmaceutical company, today announced that it has entered into an agency offering for the purchase and sale of approximately 7,060,918 shares of its common stock. (or pre-funded warrants in lieu thereof) at the offering price of $0.57 per share (or $0.569 per pre-funded warrant in lieu thereof). The public offering is expected to close on or about June 28, 2024, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering will be approximately $4.0 million before deducting placement agent fees and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, including preparation of the New Drug Application relating to its product candidate Tonmya™ in patients suffering from fibromyalgia, and the settlement of any part of their existing debt.

Dawson James Securities, Inc. is acting as sole placement agent for the offering.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-266982) previously filed with the United States Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and the accompanying base prospectus, which may be supplemented by any free written prospectus and/or pricing supplement that Tonix may file with the SEC. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering have been filed with the SEC and are available on the SEC’s website at http://www.sec.gov . Electronic copies of the preliminary prospectus supplement may be obtained from Dawson James Securities, Inc., 101 North Federal Highway, Suite 600, Boca Raton, FL 33432 or by telephone at (561) 391-5555, or by email at [email protected]. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and accompanying prospectus and other documents Tonix has filed with the SEC that are incorporated by reference into this prospectus supplement and accompanying prospectus, which provide more information about Tonix and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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Tonix Pharmaceuticals Holding Corp.*

Tonix is ​​a fully integrated biopharmaceutical company focused on the development, licensing and commercialization of therapeutic products to treat and prevent human disease and alleviate suffering. Tonix’s development pipeline focuses on central nervous system (CNS) disorders. Tonix’s priority is to submit a new drug application (NDA) to the FDA in the second half of 2024 for Tonmya.¹, a product candidate for which two statistically significant phase 3 studies have been carried out for the treatment of fibromyalgia. TNX-102 SL is also being developed to treat acute stress response as well as fibromyalgia-like long COVID. Tonix’s CNS portfolio includes TNX-1300 (cocaine esterase), a biologic designed to treat cocaine intoxication and which has breakthrough therapy designation. Tonix’s immunology development portfolio includes biologics to combat organ transplant rejection, autoimmunity and cancer, including TNX-1500, a humanized monoclonal antibody targeting the CD40 ligand (CD40L or CD154 ) under development for the prevention of allograft rejection and for the treatment of autoimmune diseases. Tonix also has product candidates in development in the areas of rare diseases and infectious diseases. Tonix Medicines, our commercial subsidiary, markets Zembrace® SymTouch® (sumatriptan injection) 3 mg and Tosymra® (sumatriptan nasal spray) 10 mg for the treatment of acute migraine with or without aura in adults.

*Tonix’s product development candidates are investigational new drugs or biologics and have not been approved for any indication.

¹Tonmya™ is conditionally accepted by the United States Food and Drug Administration (FDA) as the trade name of TNX-102 SL for the management of fibromyalgia. Tonmya has not been approved for any indication.

Zembrace SymTouch and Tosymra are registered trademarks of Tonix Medicines. All other trademarks are the property of their respective owners.

This press release and further information about Tonix are available at www.tonixpharma.com.

Forward-looking statements

Certain statements contained in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including those relating to the consummation of the public offering, the satisfaction of customary closing conditions, the intended use of the proceeds of the public offering and other statements of a predictive nature. These statements can be identified by the use of forward-looking words such as “anticipate”, “believe”, “forecast”, “estimate”, “expect” and “intend”, among others. These forward-looking statements are based on Tonix’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated in these forward-looking statements. These factors include, but are not limited to, risks related to failure to obtain FDA clearances or approvals and failure to comply with FDA regulations; risks related to failure to successfully commercialize any of our products; risks related to the timing and progress of clinical development of our product candidates; our need for additional financing; uncertainties related to patent protection and litigation; uncertainties regarding reimbursement by the government or a third-party payer; limited research and development efforts and reliance on third parties; and significant competition. As with any pharmaceutical product under development, the development, regulatory approval and commercialization of new products involves significant risks. Tonix undertakes no obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024, and in the periodic reports submitted. with the SEC as of this date. All forward-looking statements of Tonix are expressly qualified by all these risk factors and other cautionary statements. The information contained in this document is only valid as of the date thereof.

Investor Contact
Jessica Morris
Tonix Pharmaceuticals
[email protected]
(862) 904-8182

Pierre Vozzo
ICR Westwicke
[email protected]
(443) 213-0505

Media contact
Katie Dodge
TheWayHealthScience
[email protected]
(978) 360-3151