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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
March 3, 2026
TONIX PHARMACEUTICALS
HOLDING CORP.
(Exact name of registrant as specified in its
charter)
| Nevada |
001-36019 |
26-1434750 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
200 Connell Drive, Berkeley Heights, New Jersey 07922
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (862) 799-8599
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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each
class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock |
|
TNXP |
|
The NASDAQ Global Select Market |
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 7.01 |
Regulation FD Disclosure. |
Tonix Pharmaceuticals Holding Corp. (the “Company”) announced
that it received approval from Nasdaq to transfer the listing of its common stock from The Nasdaq Capital Market to The Nasdaq Global
Select Market commencing at the open of market on March 3, 2026.
The
information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.01 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject
to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the United States Securities
Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The Company announced that it received approval from Nasdaq to transfer
the listing of its common stock from The Nasdaq Capital Market to The Nasdaq Global Select Market commencing at the open of market on
March 3, 2026.
| Item 9.01 |
Financial Statements and Exhibits. |
| (d) |
Exhibit |
|
|
| |
No. |
|
Description. |
| |
99.01 |
|
Press Release of the Company, dated March 3, 2026 |
| |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 3, 2026 |
By: |
/s/ Bradley Saenger |
|
| |
|
Bradley Saenger |
|
| |
|
Chief Financial Officer |
|
Tonix Pharmaceuticals Holding Corp. 8-K
Exhibit 99.01
Tonix Pharmaceuticals Announces Uplisting from
Nasdaq Capital Market to Nasdaq Global Select
Market
BERKELEY HEIGHTS, N.J., March 3, 2026 (GLOBE
NEWSWIRE) -- Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) ("Tonix" or the "Company"), a fully integrated,
commercial biotechnology company, today announced that it has received approval from Nasdaq to transfer the listing of its common stock
from the Nasdaq Capital Market to the Nasdaq Global Select Market. Trading on the Nasdaq Global Select Market is expected to commence
at the open of market on March 3, 2026, under the Company’s existing ticker symbol “TNXP.”
The uplisting to the Nasdaq Global Select Market
reflects the Company’s compliance with the Nasdaq Global Select Market’s higher financial and corporate governance standards.
The transition to this higher tier of the Nasdaq market may enhance the Company’s visibility among institutional investors, improve
liquidity and broaden market recognition.
“Uplisting to the Nasdaq Global Select Market
is an important milestone for Tonix,” said Seth Lederman, M.D., Chief Executive Officer of Tonix Pharmaceuticals. “We look
forward to leveraging this enhanced platform to drive growth and create value for our shareholders. We're grateful for the support that
has brought us here and excited about what's ahead.”
The Nasdaq Global Select Market is the highest
of the three Nasdaq market tiers and is designed for companies that meet higher financial, liquidity and corporate governance requirements
than those of the Nasdaq Capital Market and the Nasdaq Global Market. The Company believes that trading on this tier will further enhance
its reputation with customers, partners and investors. Companies at this level may experience increased trading volumes and greater access
to institutional investors. Meeting the Global Select Market’s higher financial and corporate governance standards may also signal
to the market that a company has achieved financial and operational growth.
Tonix Pharmaceuticals Holding Corp.*
Tonix Pharmaceuticals is a fully-integrated,
commercial-stage biotechnology company focused on central nervous system (CNS) and immunology treatments in areas of high unmet medical
need. TONMYA™ (cyclobenzaprine HCl sublingual tablets 2.8mg), the Company’s recently approved flagship medicine, is the first
new treatment for fibromyalgia in more than 15 years. Tonix’s CNS commercial infrastructure supports its marketed products, including
its acute migraine products, Zembrace® SymTouch® and Tosymra®. Tonix is maximizing the science
behind TONMYA in Phase 2 clinical trials to evaluate its potential in major depressive disorder and acute stress disorder. In addition,
the company’s CNS portfolio includes TNX-2900, which is Phase 2 ready for the treatment of Prader-Willi syndrome, a rare disease.
Tonix is also advancing a pipeline of immunology programs, including monoclonal antibody TNX-4800 for Lyme disease prophylaxis and TNX-1500,
a third-generation CD40 ligand inhibitor for the prevention of kidney transplant rejection.
* Tonix’s product development candidates
are investigational new drugs or biologics; their efficacy and safety have not been established and have not been approved for any indication.
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. 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 as a result of a number of factors, including the ability of the Company to satisfy the conditions
to the closing of the offering and the timing thereof, as well as those described in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2024, as filed with the SEC on March 18, 2025, and periodic reports filed with the SEC on or after the date
thereof. Tonix does not undertake an obligation to update or revise any forward-looking statement. 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 Contacts
Jessica Morris
Tonix Pharmaceuticals
investor.relations@tonixpharma.com
(862) 799-8599
Brian Korb
astr partners
(917) 653-5122
brian.korb@astrpartners.com
Media Contacts
Ray Jordan
Putnam Insights
ray@putnaminsights.com