Tonix Pharmaceuticals Holding Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Results of Operations and Financial Condition, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area
code:
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| The |
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 1.02 | Termination of a Material Definitive Agreement. |
On February 3, 2025, the Loan and Guaranty Agreement (the “Loan Agreement”), dated as of December 8, 2023, by and among Tonix Pharmaceuticals Holding Corp. (the “Company”), Tonix Pharmaceuticals, Inc. (“Tonix”), a wholly-owned subsidiary of the Company, Krele LLC, a wholly-owned subsidiary of Tonix, Jenner Institute, LLC, a wholly-owned subsidiary of Tonix, Tonix R&D Center, LLC, a wholly-owned subsidiary of Tonix (collectively, the “Loan Parties”), JGB Capital, LP, JGB Partners, LP, JGB (Cayman) Cornish Rock Ltd. (collectively, the “Lenders”), and JGB Collateral LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders, and each of the other Loan Documents (as defined in the Loan Agreement) was terminated upon receipt by the Loan Parties of a payoff amount of $9.6 million from the Company. The Loan Agreement provided for a term loan in the original aggregate principal amount of $11.0 million in accordance with the terms of the Loan Agreement. The pay-off amount paid by the Company in connection with the termination of the Loan Agreement was pursuant to a pay-off letter (the “Pay-Off Letter”) with the Lenders and Agent and includes a prepayment fee of $1.0 million in accordance with the terms and provisions of the Loan Agreement.
The preceding summary of the material terms of the Pay-Off Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the actual Pay-Off Letter filed as Exhibit 10.01 to this Form 8-K and is incorporated herein by reference.
| Item 2.02 | Results of Operations and Financial Condition. |
Tonix Pharmaceuticals Holding Corp. (the “Company”) is disclosing selected preliminary operating results for the year ended December 31, 2024, and certain preliminary financial condition information as of December 31, 2024, as set forth below:
| · | The Company had approximately $98.8 million in cash and cash equivalents as of December 31, 2024, and there were approximately 559,044,486 shares of common stock outstanding as of January 31, 2025. | |
| · | The Company’s net cash used in operating activities for the year ended December 31, 2024 was approximately $60.9 million, compared to $102.0 million for the year ended December 31, 2023. | |
| · | The Company’s capital expenditures for the year ended December 31, 2024 was approximately $0.1, compared to $29.1 million for the year ended December 31, 2023. | |
| · | The Company’s net operating loss for the year ended December 31, 2024 was approximately $126.6 million, which includes non-cash impairment charges of approximately $59.0 million, compared to $116.7 million for the year ended December 31, 2023. | |
| · | The Company’s net revenue from the sale of its marketed products for the year ended December 31, 2024 was approximately $10.1million, compared to $7.8 million for the year ended December 31, 2023. |
The Company believes that its cash resources at December 31, 2024, and the gross proceeds of approximately $30.4 million that it raised from sales under its at-the-market facility in the first quarter of 2025, will meet its operating and capital expenditure requirements into the first quarter of 2026.
The above information is preliminary financial information for the year ended December 31, 2024 and subject to completion. The unaudited, estimated results for the year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 Annual Report on Form 10-K, including its financial statements for the year ended December 31, 2024, on or about March 31, 2025.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The Board of Directors of Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), has approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-100 (the “Reverse Stock Split”). The Company anticipates that the Reverse Stock Split will be effective at 12:01 a.m., Eastern Time, on February 5, 2025 (the “Effective Date”).
Reason for the Reverse Stock Split
The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement (the “Minimum Bid Price Requirement”), as set forth in Nasdaq Listing Rule 5550(a)(1) (the “Rule”), for continued listing on The NASDAQ Capital Market. As previously disclosed, on August 9, 2024, the Company received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that for the last 30 consecutive business days, the closing bid price of the Company’s Common Stock had been below $1.00 per share, the minimum closing bid price required by Nasdaq Listing Rule 5450(a)(1) for continued listing on the NASDAQ Global Market. To regain compliance with the Rule, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with NASDAQ and the Common Stock will begin trading on a split-adjusted basis at the open of business on the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 890260839.
Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 100. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to a whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will instead hold one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split.
Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 100 and multiplying the exercise or conversion price thereof by 100, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. Such proportional adjustments will also be made to the number of shares and restricted stock units issued and issuable under the Company’s equity compensation plan.
Certificated and Non-Certificated Shares. Stockholders who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent and registrar, vStock Transfer, LLC (“vStock”), at the address set forth below. vStock will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder. VStock can be contacted at (212) 828-8436.
vStock Transfer, LLC
18 Lafayette Place
Woodmere, NY 11598
| |
No Charter Amendment. Under Nevada law, no amendment to the Company’s Articles of Incorporation is required in connection with the Reverse Stock Split.
Stockholder Approval. Under the Nevada Revised Statutes (“NRS”) 78.2055, which was amended by the Nevada Legislature in 2023 pursuant to Assembly Bill No. 126, a publicly traded corporation, as defined in NRS 78.010(1)(e), may decrease the number of issued and outstanding shares of a class or series without correspondingly decreasing the number of authorized shares of the same class or series if: (a) the board of directors adopts a resolution setting forth the proposal to decrease the number of issued and outstanding shares of a class or series; and (b) the proposal is approved by a vote of the stockholders of the affected class or series. The Reverse Stock Split was approved pursuant to NRS 78.2055, as amended, by the Company’s stockholders on October 30, 2024, and accordingly will not have any effect on the number of authorized shares of Common Stock.
Capitalization. The number of authorized shares of Common Stock was and will remain at 1,000,000,000 following the Reverse Stock Split. As of January 31, 2025 there were 559,044,486 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 5,590,445 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on number of authorized shares of Common Stock or the stated par value of the Common Stock.
The Reverse Stock Split does not affect the Company’s authorized preferred stock. There are no outstanding shares of the Company’s preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 5,000,000 shares will remain unchanged.
Immediately following the Reverse Stock Split, each stockholder’s relative ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
| Item 8.01 | Other Events. |
The information included in Item 2.02 is incorporated herein by reference.
On February 3, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.01 to this Current Report on Form 8-K and 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 Reverse Stock Split, the Company’s product development, clinical trials, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities 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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) |
Exhibit No. |
Description. | ||
|
Pay-Off Letter, dated February 3, 2025, by and among the Loan Parties, the Lenders and the JGB Agent† | ||||
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Certain portions of this exhibit that are not material have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
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: February 3, 2025 | By: | /s/ Bradley Saenger | |
| Bradley Saenger | |||
| Chief Financial Officer | |||