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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): May 7, 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, Suite 3100, 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 5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
(e) On
May 7, 2026, Tonix Pharmaceuticals Holding Corp. (the “Company”) held its annual meeting of shareholders (“Annual Meeting”).
At the Annual Meeting, the shareholders of the Company approved the Company’s 2026 Stock Incentive Plan (the “Plan”)
in accordance with the voting results set forth below under Item 5.07. The Plan was previously adopted by the Company’s Board of
Directors, subject to and effective upon shareholder approval.
The
material terms of the Plan are described in the Company’s definitive proxy statement filed, with the Securities and Exchange Commission
on March 30, 2026, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”),
under the caption “Proposal No. 4: Approval of 2026 Stock Incentive Plan”. The Plan authorizes the grants of various types
of equity-based incentive awards to employees, directors and key consultants of the Company and its subsidiaries, as more fully described
in the Proxy Statement.
The
above description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan,
a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.07. | Submission
of Matters to a Vote of Security Holders. |
On
May 7, 2026, the Company held its Annual Meeting, at which the Company’s shareholders approved four proposals. Shareholders representing
7,267,759 shares, or 54.22%, of the common shares outstanding as of the March 19, 2026, record date, were represented at the meeting
by proxy. The proposals are described in detail in the Proxy Statement.
Proposal
1
The
Company’s shareholders elected nine individuals to the Board of Directors as set forth below:
| Name |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
| Seth
Lederman |
|
3,188,336 |
|
575,166 |
|
3,504,257 |
| Richard
Bagger |
|
3,278,146 |
|
485,356 |
|
3,504,257 |
| Margaret
Smith Bell |
|
3,274,181 |
|
489,321 |
|
3,504,257 |
| David
Grange |
|
3,275,761 |
|
487,741 |
|
3,504,257 |
| James
Hunter |
|
3,291,721 |
|
471,781 |
|
3,504,257 |
| Adeoye
Olukotun |
|
3,277,352 |
|
486,150 |
|
3,504,257 |
| R.
Newcomb Stillwell |
|
3,279,883 |
|
483,619 |
|
3,504,257 |
| Carolyn
Taylor |
|
3,280,942 |
|
482,560 |
|
3,504,257 |
| James
Treco |
|
3,279,367 |
|
484,135 |
|
3,504,257 |
Proposal
2
The
Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2026, as set forth below:
| Votes
For |
|
|
Votes
Against |
|
|
Abstentions |
|
|
Broker
Non-Votes |
| |
6,910,516 |
|
|
|
189,838 |
|
|
|
167,405 |
|
|
|
0 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal
3
The
Company’s shareholders approved a proposal to authorize the Company’s Board of Directors (the “Board”), in its
discretion at any time within two years of May 7, 2026, to effect on or more reverse stock splits of then-outstanding shares of the Company’s
common stock, at an aggregate ratio of not less than one-for-two (1:2) and not greater than one-for-two-hundred-and-fifty (1:250), with
the exact ratio, number and timing of the reverse stock splits to be determined by the Board and included in a public announcement, as
set forth below:
| Votes
For |
|
|
Votes
Against |
|
|
Abstentions |
|
|
Broker
Non-Votes |
| |
4,400,765 |
|
|
|
2,826,586 |
|
|
|
40,408 |
|
|
|
0 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal
4
The
Company’s shareholders approved a proposal to approve the Plan, as set forth below:
| Votes
For |
|
|
Votes
Against |
|
|
Abstentions |
|
|
Broker
Non-Votes |
| |
2,019,646 |
|
|
|
1,624,412 |
|
|
|
119,444 |
|
|
|
3,504,257 |
| Item 9.01 |
Financial Statements and Exhibits. |
| (d) |
|
Exhibit
No. |
|
Description. |
| |
|
10.01
|
|
Tonix
Pharmaceuticals Holding Corp. 2026 Stock Incentive Plan, incorporated herein by reference to Annex A to our Definitive Proxy Statement
on Schedule 14A (File No. 001-36019), filed with the Commission on March 30, 2026* |
| |
|
|
|
|
| |
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Denotes a management compensatory agreement or arrangement.
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: May
7, 2026 |
By: |
/s/
Bradley Saenger |
|
| |
|
Bradley Saenger |
|
| |
|
Chief Financial Officer |
|
