[8-K] Tonix Pharmaceuticals Holding Corp. Reports Material Event

Rhea-AI Filing Summary

Tonix Pharmaceuticals Holding Corp. reported that its Board of Directors approved an increase to its share repurchase program, authorizing the Company to buy back up to an additional $25.0 million of its outstanding common stock. This brings the total amount authorized for repurchases under the program to $35 million.

The decision signals that the Company is willing to allocate a meaningful amount of capital to repurchasing its own shares, which can reduce the number of shares in the market over time and may support shareholder value, depending on execution and future business needs.

Insights

Equity Capital Allocation Analyst

Tonix expands its share repurchase authorization to $35 million in total, changing how capital may be used but not its underlying business performance.

Tonix Pharmaceuticals Holding Corp. has approved an increase to its share repurchase program, adding $25.0 million in potential buybacks and bringing the total authorization to $35 million. A repurchase authorization allows, but does not require, the company to buy its own shares, which can reduce share count if executed.

This type of action typically reflects a board-level view on capital allocation and share value, but it does not alter revenues, earnings, or the product pipeline by itself. The actual impact depends on how much of the $35 million authorization is ultimately used, at what prices, and over what period, none of which are detailed in the provided content.

The forward-looking statements section highlights general risks and uncertainties around development, regulatory timelines, and market conditions, which may influence how aggressively the repurchase program is implemented. Future disclosures in company reports will indicate whether the authorization translates into substantial completed buybacks or remains largely unused.

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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): November 18, 2025

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.)

26 Main Street, Chatham, New Jersey, 07928

(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 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 8.01. Other Events.

On November 18, 2025, Tonix Pharmaceuticals Holding Corp.’s (the “Company”) Board of Directors approved an increase to its share repurchase program pursuant to which the Company may repurchase up to an additional $25.0 million in value of its outstanding common stock, bringing total authorized shares under the program to $35 million.

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 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. 

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: November 18, 2025	By:	/s/ Bradley Saenger
		Bradley Saenger
		Chief Financial Officer

FAQ

What did Tonix Pharmaceuticals (TNXP) announce in this 8-K filing?

Tonix Pharmaceuticals Holding Corp. announced that its Board of Directors approved an increase to its share repurchase program, allowing the Company to repurchase additional shares of its common stock.

How much additional stock can Tonix Pharmaceuticals (TNXP) repurchase?

The Board authorized Tonix Pharmaceuticals to repurchase up to an additional $25.0 million in value of its outstanding common stock under its share repurchase program.

What is the total size of Tonix Pharmaceuticals' (TNXP) share repurchase program after the increase?

After the increase, the total amount authorized under Tonix Pharmaceuticals' share repurchase program is $35 million.

Does this Tonix (TNXP) announcement guarantee that the company will repurchase $35 million of stock?

No. The authorization permits Tonix Pharmaceuticals to repurchase up to $35 million of common stock but does not obligate the Company to repurchase any specific amount.

Does the Tonix (TNXP) 8-K include any changes to its clinical or regulatory plans?

The content includes a standard forward-looking statements section referencing product development, clinical trials, regulatory timelines, and market opportunity, but it does not describe any specific new changes to those plans.

What risks does Tonix (TNXP) highlight around its forward-looking statements?

Tonix notes that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially, and refers readers to its SEC filings for detailed risk factors.