false
0001430306
0001430306
2026-05-27
2026-05-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 27, 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 7.01 | Regulation
FD Disclosure. |
On
May 27, 2026, Tonix Pharmaceuticals Holding Corp. (the “Company”) announced the publication of a paper, “First-in-Human,
Phase 1, Randomized, Double-Blind, Placebo-Controlled Study of TNX-1500, an Fc-Modified anti-CD154 Monoclonal Antibody, Evaluating the
Safety, Tolerability, Pharmacokinetics, and Pharmacodynamics of Single-Ascending Doses in Healthy Adults,” in the peer-reviewed
Journal of Clinical Immunology (the “Manuscript”). A copy of the press release that discussed this matter is attached hereto
as Exhibit 99.01. A copy of the Manuscript is attached hereto as Exhibit 99.02.
The
information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.01 and 99.02 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.
On
May 27, 2026, the Company announced the publication of the Manuscript, which reports findings from a single-center, first-in-human,
Phase 1, randomized, double-blind, placebo-controlled, single-ascending dose escalation study in 26 healthy adult volunteers of the
Company’s TNX-1500 product candidate, a monoclonal antibody in development for the prevention of organ transplant rejection
and the treatment of autoimmune diseases. Participants were enrolled across three ascending dose cohorts (3, 10, and 30 mg/kg) or
placebo and received a single intravenous infusion of TNX-1500 or placebo, followed by intramuscular injections of keyhole limpet
hemocyanin (“KLH”) on days 2 and 29 to assess the primary and secondary T cell-dependent antibody responses
(“TDAR”), and monitored over a 120-day follow-up period. TNX-1500 blocked the primary TDAR to KLH at all doses, blocked
the secondary response at the 10 and 30 mg/kg doses, and reduced peak secondary response to KLH by approximately 70% relative to
placebo at the 3 mg/kg dose.
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.
| Item 9.01 | Financial
Statements and Exhibits. |
| (d) |
|
Exhibit No. |
|
Description. |
| |
|
99.01
|
|
Press Release, date May 27, 2026
|
| |
|
99.02 |
|
First-in-Human, Phase 1, Randomized, Double-Blind, Placebo-Controlled Study of TNX-1500, an Fc-Modified anti-CD154 Monoclonal Antibody, Evaluating the Safety, Tolerability, Pharmacokinetics, and Pharmacodynamics of Single-Ascending Doses in Healthy Adults |
| |
|
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: May 27, 2026 |
By: |
/s/
Bradley Saenger |
| |
|
Bradley Saenger |
| |
|
Chief Financial Officer |
Exhibit 99.01

Tonix
Pharmaceuticals Announces Publication of Phase 1 Clinical Data of TNX-1500, an Fc-Modified anti-CD40L (CD154) Monoclonal Antibody, in
the Peer-Reviewed Journal of Clinical Immunology
Phase
1 data support TNX-1500 as a potentially first-in-class, best-in-class, third-generation anti-CD40L monoclonal antibody for the prevention
of kidney transplant rejection
Phase
2 investigator-initiated study in adult kidney transplant at Massachusetts General Hospital (MGH) expected to initiate in the 2nd
half of 2026 pending U.S. Food and Drug Administration (FDA) clearance of MGH’s Investigational New Drug (IND) application
BERKELEY
HEIGHTS, N.J., May 27, 2026 (GLOBE NEWSWIRE) — Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) (“Tonix” or the “Company”),
a fully integrated, commercial-stage biotechnology company, today announced the publication of a paper, “First-in-Human, Phase
1, Randomized, Double-Blind, Placebo-Controlled Study of TNX-1500, an Fc-Modified anti-CD154 Monoclonal Antibody, Evaluating the Safety,
Tolerability, Pharmacokinetics, and Pharmacodynamics of Single-Ascending Doses in Healthy Adults,” in the peer-reviewed Journal
of Clinical Immunology. TNX-1500 is an investigational, third-generation Fc-modified IgG4 anti-CD40L (also known as CD154) monoclonal
antibody (mAb) in development for the prevention of organ transplant rejection and the treatment of autoimmune diseases. The manuscript
can be accessed at https://pubmed.ncbi.nlm.nih.gov/42053701/.
“The
CD40L is a validated target for preventing organ rejection in transplant and treating autoimmune disease, yet no anti-CD40L mAb has been
approved for any indication,” said Seth Lederman, M.D., Chief Executive Officer of Tonix Pharmaceuticals. “TNX-1500 is a
Phase 2 ready humanized mAb engineered to improve safety and tolerability relative to first-generation anti-CD40L mAbs, while preserving
the durable half-life and certain effector functions associated with the Fc or crystallizable fragment. We believe the Phase 1 results
show that these design objectives were achieved in TNX-1500.”
Dr.
Gregory Sullivan, M.D., Chief Medical Officer of Tonix Pharmaceuticals added, “The Phase 1 study evaluated TNX-1500’s safety,
tolerability, pharmacokinetics, and pharmacodynamics. TNX-1500 was generally well tolerated, demonstrated a favorable safety profile,
suppressed the primary and secondary T cell-dependent antibody responses (TDARs) to keyhole limpet hemocyanin (KLH) antigen, and showed
a half-life which supports monthly intravenous dosing. We expect a Phase 2, investigator-initiated study of TNX-1500 in the prevention
of kidney allograft rejection at MGH to begin in the 2nd half of 2026 pending clearance of the IND by the FDA.”
The
publication reports findings from a single-center, first-in-human, Phase 1, randomized, double-blind, placebo-controlled, single-ascending
dose escalation study in 26 healthy adult volunteers. Participants were enrolled across three ascending dose cohorts (3, 10, and 30 mg/kg)
or placebo and received a single intravenous infusion of TNX-1500 or placebo, followed by intramuscular injections of KLH on days 2 and
29 to assess the TDAR, and monitored over a 120-day follow-up period. TNX-1500 blocked the primary T cell–dependent antibody response
to KLH at all doses, blocked the secondary response at the 10 and 30 mg/kg doses, and reduced peak secondary response to KLH by ~70%
relative to placebo at the 3 mg/kg dose.

TNX-1500
was generally well tolerated, with no serious adverse events, and no discontinuations due to adverse events. The only treatment-emergent
adverse event (TEAE) deemed possibly related to study drug was aphthous ulcer, which occurred in 1 participant in each of the three TNX-1500
groups; all TEAEs were rated as mild and resolved in 2-10 days. No TEAEs were determined to be related to KLH administration. There were
no administration or injection site reactions (one of the prespecified TEAEs of special interest). Pharmacokinetic analyses suggested
approximately dose-proportional exposure across the 3 to 30 mg/kg range, with mean terminal elimination half-lives of 37.8 and 33.8 days
at the 10 and 30 mg/kg dose levels, respectively. TNX-1500 at 10 and 30 mg/kg blocked the primary and secondary anti-KLH TDAR through
day 120, and at 3 mg/kg reduced the peak secondary response by approximately 70% relative to placebo. Across all dose cohorts, TNX-1500
was associated with a rapid (less than one-hour post-dose) and sustained reduction in soluble CD40L (sCD154) over the 120-day study period.
About
TNX-1500
TNX-1500
(Fc-modified humanized anti-CD40L mAb) is a Phase 2 ready, humanized monoclonal antibody that interacts with the CD40-ligand (CD40L),
also known as CD154. TNX-1500 is being developed for the prevention of kidney transplant rejection and the treatment of autoimmune diseases.
Anti-CD40L has multiple potential indications in addition to solid organ and bone marrow transplantation including autoimmune diseases.
Collaborations are ongoing with MGH on allo-heart and -kidney transplantation in nonhuman primates, as well as prevention of xenograft
rejection, preclinical studies, and prevention of allograft rejection in sensitized patients. The Phase 2 investigator-initiated study
by MGH is expected to initiate enrollment in the 2nd half of 2026, pending FDA clearance of the IND, to evaluate TNX-1500
in five kidney transplant recipients. The study is designed to assess the safety, tolerability, and activity of TNX-1500 in preventing
kidney transplant rejection while decreasing the exposure to conventional immunosuppressive drugs, which are associated with infection,
cancer, cardiovascular side effects, and various metabolic derangements with long term use.
Tonix
Pharmaceuticals Holding Corp.
Tonix
Pharmaceuticals* is a fully integrated, commercial-stage biotechnology company focused on central nervous system (CNS) disorders, infectious
diseases, immunology conditions, and rare diseases where there exists high unmet medical need. TONMYA® (cyclobenzaprine HCl sublingual
tablets 2.8mg), the Company’s flagship internally conceived and developed 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® (sumatriptan injection 3 mg) and Tosymra® (sumatriptan nasal spray 10 mg). Tonix is extending the science
behind TONMYA in Phase 2 clinical studies to evaluate its potential in major depressive disorder and acute stress disorder/acute stress
reaction. Tonix is also advancing a pipeline of infectious disease programs, including monoclonal antibody TNX-4800 (anti-OspA mAb) for
Lyme disease prevention in the U.S. and TNX-801 (horsepox, live virus vaccine), a vaccine in development for the prevention of mpox and
smallpox. Within immunology, Tonix is developing TNX-1500 (anti-CD40L mAb), a third-generation CD40 ligand inhibitor for the prevention
of kidney transplant rejection. Finally, the Company’s rare disease portfolio includes TNX-2900, which is Phase 2 ready for the
treatment of Prader-Willi syndrome. To learn more, visit www.tonixpharma.com.
*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.
Zembrace
SymTouch and Tosymra are registered trademarks of Tonix Medicines. TONMYA is a registered trademark of Tonix Pharma Limited. All other
marks are property of their respective owners.

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 offering, the satisfaction of customary closing conditions, the intended use of proceeds from
the 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. 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 successfully launch and commercialize TONMYA®
and any of our approved products; risks related to the failure to obtain FDA clearances or approvals and noncompliance with FDA regulations;
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 in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2025, as filed with the SEC on March 12, 2026, 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
(862)
799-8599
investor.relations@tonixpharma.com
Brian
Korb
astr
partners
(917)
653-5122
brian.korb@astrpartners.com
Media
Contacts
Deborah
Elson
Tonix
Pharmaceuticals
deborah.elson@tonixpharma.com
Ray
Jordan
Putnam
Insights
ray@putnaminsights.com