SEC Form SC 13G filed by Tonix Pharmaceuticals Holding Corp.
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Tonix Pharmaceuticals Holding Corp.
| (Name of Issuer) |
|
Common Stock |
| (Title of Class of Securities) |
890260854 |
| (CUSIP Number) |
|
|
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 890260854
|
SCHEDULE 13G
|
Page 2
of 9 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Alyeska Investment Group, L.P.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
5,855,597
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
5,855,597
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% *
|
|||
|
12
|
TYPE OF REPORTING PERSON
IA
|
|||
The reporting persons are the beneficial owners of 5,855,597 shares of Common Stock of the Issuer, which constitute approximately 9.99% of the Issuer’s outstanding Common Stock shares. The percentage calculation assumes that there are currently 58,614,593 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 8-K filed with the Securities and Exchange Commission on January 25, 2024.
|
CUSIP No. 890260854
|
SCHEDULE 13G
|
Page
3 of 9 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Alyeska Fund GP, LLC
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
5,855,597
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
5,855,597
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%*
|
|||
|
12
|
TYPE OF REPORTING PERSON
OO
|
|||
The reporting persons are the beneficial owners of 5,855,597 shares of Common Stock of the Issuer, which constitute approximately 9.99% of the Issuer’s outstanding Common Stock shares. The percentage calculation assumes that there are currently 58,614,593 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 8-K filed with the Securities and Exchange Commission on January 25, 2024.
|
CUSIP No. 890260854
|
SCHEDULE 13G
|
Page 4
of 9 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Anand Parekh
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
5,855,597
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
5,855,597
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
|||
|
12
|
TYPE OF REPORTING PERSON
IN
|
|||
|
CUSIP
No. 890260854
|
SCHEDULE 13G
|
Page 5
of 9 Pages
|
| Item 1. | (a) Name of Issuer |
Tonix Pharmaceuticals Holding Corp.
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
26 Main Street, Suite 101
Chatham, New Jersey 07928
| Item 2. | (a) Names of Person Filing: |
(i) Alyeska Investment Group, L.P.
(ii) Alyeska Fund GP, LLC
(iii) Anand Parekh
| Item 2. | (b) Address of Principal Business Office: |
(i) 77 West Wacker Drive, 7th Floor
Chicago, IL 60601
(ii) 77 West Wacker Drive, 7th Floor
Chicago, IL 60601
(iii) 77 West Wacker Drive, 7th Floor
Chicago, IL 60601
| Item 2. | (c) Citizenship: |
(i) Alyeska Investment Group, L.P. - Delaware
(ii) Alyeska Fund GP, LLC - Delaware
(iii) Anand Parekh - United States of America
| Item 2. | (d) Title of Class of Securities |
Common Stock
| Item 2. | (e) CUSIP No.: |
890260854
|
CUSIP No. 890260854
|
SCHEDULE 13G
|
Page 6
of 9 Pages
|
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
|
CUSIP
No. 890260854
|
SCHEDULE 13G
|
Page
7 of 9 Pages
|
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: Please refer to items 5-9 of the cover pages attached hereto
(b) Percent of class: Please refer to item 11 of the cover pages attached hereto
(c) Number of shares as to which the person has: Please refer to items 5-8 of the cover pages attached hereto
The reporting persons are the beneficial owners of 2,702,702 shares of Common Stock of the Issuer and hold warrants to purchase 8,108,106 shares of the Issuer’s Common Stock (the “Warrants”). However, per their terms, the Warrants can only be exercised into such number of shares that would constitute 9.9% of the total number of Common Stock of the Issuer outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant by the Holder. Accordingly, as of December 31, 2023 the reporting persons may only exercise up to 3,152,896 shares of Common Stock under the Warrant Agreement, and as such, is reporting beneficial ownership of only such number of shares. The percentage calculation assumes that there are currently 58,614,593 outstanding shares of Common Stock of the Issuer, based on the Issuer’s Form 8-K filed with the Securities and Exchange Commission on January 25, 2024.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No. 890260854
|
SCHEDULE 13G
|
Page
8 of 9 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
Alyeska Investment Group, L.P. | |||
| By: | /s/ Jason Bragg | ||
| Jason Bragg, Chief Financial Officer | |||
Alyeska Fund GP, LLC | |||
| By: | /s/ Jason Bragg | ||
| Jason Bragg, Chief Financial Officer | |||
Anand Parekh By: Entity and Description | |||
| By: | /s/ Anand Parekh | ||
| Anand Parekh, Individually | |||
|
CUSIP No. 890260854
|
SCHEDULE 13G
|
Page 9
of 9 Pages
|
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2024
Alyeska Investment Group, L.P. | |||
| By: | /s/ Jason Bragg | ||
| Jason Bragg, Chief Financial Officer | |||
Alyeska Fund GP, LLC | |||
| By: | /s/ Jason Bragg | ||
| Jason Bragg, Chief Financial Officer | |||
Anand Parekh | |||
| By: | /s/ Anand Parekh | ||
| Anand Parekh, Individually | |||