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Tonix Pharmaceuticals Announces Pricing of Approximately $4.0 Million Public Offering

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Tonix Pharmaceuticals announced a public offering of approximately 7,060,918 shares of its common stock at $0.57 per share, expected to close on June 28, 2024. The gross proceeds from the offering will be approximately $4.0 million. The company plans to use the funds for working capital, corporate purposes, and preparing a new drug application for its fibromyalgia treatment, Tonmya™. Dawson James Securities is the sole placement agent for this offering. The transaction is made under an effective shelf registration statement with the SEC.

Positive
  • Expected gross proceeds of $4.0 million for Tonix Pharmaceuticals.
  • Funds intended for working capital, corporate purposes, and new drug application preparation for Tonmya™.
Negative
  • Potential shareholder dilution due to the issuance of 7,060,918 new shares.
  • Offering price of $0.57 per share may indicate undervaluation.

The public offering by Tonix Pharmaceuticals to raise $4.0 million can be seen as an important move for the company’s financial planning and operational sustainability. The capital raised will primarily be used for working capital and general corporate purposes, which could signify a push towards stabilizing or expanding their business operations. Notably, funds will aid in the preparation of a New Drug Application (NDA) for Tonmya™, targeted at treating fibromyalgia, a competitive and growing market. While this appears positive for long-term strategic positioning, the dilution of existing shares at a low offering price of $0.57 might concern current shareholders. This price indicates a valuation lower than what might be expected, suggesting market challenges or subdued investor confidence.

This could signify a dilution risk for existing shareholders, who might see a decrease in their share value. However, if the NDA preparation and subsequent approval processes for Tonmya™ progress smoothly, potential long-term benefits could outweigh short-term dilution concerns, especially in the CNS disorder therapeutic market which holds substantial promise.

Tapping into the $4.0 million from the public offering, Tonix is gearing towards reinforcing its position in the fibromyalgia treatment market. This is particularly significant given the increasing prevalence of fibromyalgia and the limited treatment options currently available. The funds will also support the development of other promising candidates like TNX-102 SL for treating long COVID symptoms and TNX-1300 for cocaine intoxication, both of which address urgent medical needs with high market potential.

From a market perspective, this move seems timely as it aligns with the rising demand for high-efficacy CNS disorder treatments. Investors should note that while the initial financials might appear as a dilution threat, the strategic intent behind this funding could bolster Tonix’s market footprint significantly in the long run, provided their product candidates successfully clear the regulatory hurdles.

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

The gross proceeds of 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 the preparation of the new drug application relating to its Tonmya™ product candidate in patients with fibromyalgia, and the satisfaction of any portion of its existing indebtedness.

Dawson James Securities, Inc. is acting as the 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 U.S. Securities and Exchange Commission (the “SEC”). The offering will be made only by means of a prospectus supplement and accompanying base prospectus, as may be further supplemented by any free writing 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 located 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 investmentbanking@dawsonjames.com. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that Tonix has filed with the SEC that are incorporated by reference in such prospectus supplement and the 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.

Tonix Pharmaceuticals Holding Corp.*

Tonix is a fully-integrated biopharmaceutical company focused on developing, licensing and commercializing therapeutics to treat and prevent human disease and alleviate suffering. Tonix’s development portfolio is focused 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 Tonmya1, a product candidate for which two statistically significant Phase 3 studies have been completed for the management of fibromyalgia. TNX-102 SL is also being developed to treat acute stress reaction as well as fibromyalgia-type Long COVID. Tonix’s CNS portfolio includes TNX-1300 (cocaine esterase), a biologic designed to treat cocaine intoxication that has Breakthrough Therapy designation. Tonix’s immunology development portfolio consists of biologics to address organ transplant rejection, autoimmunity and cancer, including TNX-1500, which is a humanized monoclonal antibody targeting CD40-ligand (CD40L or CD154) being developed 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 disease and infectious disease. 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 U.S. Food and Drug Administration (FDA) as the tradename for 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 marks are property of their respective owners.

This press release and further information about Tonix can be found at www.tonixpharma.com.

Forward Looking Statements

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 including those relating to the completion of the public offering, the satisfaction of customary closing conditions, the intended use of proceeds from the public offering and other statements that are predictive in nature. These statements may 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 by such forward-looking statements. These factors include, but are not limited to, risks related to the failure to obtain FDA clearances or approvals and noncompliance with FDA regulations; risks related to the failure to successfully market any of our products; risks related to the timing and progress of clinical development of our product candidates; our need for additional financing; uncertainties of patent protection and litigation; uncertainties of government or third party payor reimbursement; limited research and development efforts and dependence upon third parties; and substantial competition. As with any pharmaceutical under development, there are significant risks in the development, regulatory approval and commercialization of new products. Tonix does not undertake an 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 year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024, and periodic reports filed with the SEC on or after the date thereof. All of Tonix's forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date thereof.

Investor Contact
Jessica Morris
Tonix Pharmaceuticals
investor.relations@tonixpharma.com
(862) 904-8182

Peter Vozzo
ICR Westwicke
peter.vozzo@westwicke.com
(443) 213-0505

Media Contact
Katie Dodge
LaVoieHealthScience
kdodge@lavoiehealthscience.com
(978) 360-3151


FAQ

What is the purpose of Tonix Pharmaceuticals' $4.0 million public offering?

Tonix plans to use the proceeds for working capital, corporate purposes, and preparing a new drug application for Tonmya™.

When is the closing date for Tonix Pharmaceuticals' public offering?

The closing date is expected to be on or about June 28, 2024.

How many shares is Tonix Pharmaceuticals offering in the public offering?

Tonix is offering approximately 7,060,918 shares of its common stock.

What is the offering price for Tonix Pharmaceuticals' public offering?

The offering price is $0.57 per share.

Who is the placement agent for Tonix Pharmaceuticals' public offering?

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

Tonix Pharmaceuticals Holding Corp.

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