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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): February 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
N/A
(Former name or former address, if changed since last
report)
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 Capital 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 2.02 |
Results of Operations and Financial Condition. |
Tonix
Pharmaceuticals Holding Corp. (the “Company”) is disclosing selected preliminary operating results for the year and quarter
ended December 31, 2025, and certain preliminary financial condition information as of January 30, 2026, as set forth below:
| |
· |
The Company ended the year with approximately $207.6 million in cash and cash equivalents. As of January 30, 2026, the Company had 12,793,952 shares of common stock outstanding. |
| |
· |
The Company’s net cash used in operating activities for the year ended December 31, 2025, was approximately $99.0 million compared to $60.9 million for the year ended December 31, 2024. |
| |
· |
The Company’s capital expenditures for the year ended December 31, 2025, was approximately $3.4 million compared to $0.1 million for the year ended December 31, 2024. |
| |
· |
The Company’s net loss for the year ended December 31, 2025, was approximately $118.9 million compared to $130.0 million for the year ended December 31, 2024. |
| · | The Company’s net revenue from sales of its marketed products
for the year ended December 31, 2025, was approximately $13.1 million compared to $10.1 million for the year ended December 31, 2024. |
| o | Net revenue from sales of Zembrace® SymTouch® and Tosymra® for the
year ended December 31, 2025, was approximately $11.7 million compared to $10.1 million for the year ended December 31,
2024. |
| o | Net revenue from sales of TONMYA™
for the period from November 17, 2025, to December 31, 2025, was approximately $1.4 million. |
The
Company believes that its cash resources at December 31, 2025, will meet its planned operating and capital expenditure requirements
into the first quarter of 2027.
The
above information is preliminary financial information for the quarter and year ended December 31, 2025, and subject to completion. The
unaudited, estimated results for the quarter and year ended December 31, 2025, 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
quarter and year ended December 31, 2025, 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 quarter and year ended December 31, 2025. 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, 2025, 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, 2025,
on or about March 16, 2026.
The
information included in Item 2.02 is incorporated herein by reference.
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, 2026 |
By: |
/s/ Bradley Saenger |
|
| |
|
Bradley Saenger |
|
| |
|
Chief Financial Officer |
|
