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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
1, 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 2.02 | Results of Operations and Financial Condition. |
Tonix
Pharmaceuticals Holding Corp. (the “Company”) is disclosing selected preliminary operating results for the quarter ended March
31, 2026, and certain preliminary financial condition information as of April 30, 2026, as set forth below:
| · | The Company ended the quarter with approximately
$185.5 million in cash and cash equivalents. As of April 30, 2026, the Company had 15,540,801 shares of common stock outstanding. |
| · | The Company’s net cash used in operating
activities for the quarter ended March 31, 2026, was approximately $40.2 million compared to $16.6 million for the quarter ended March
31, 2025. |
| · | The Company’s capital expenditures for the
quarter ended March 31, 2026, was approximately $1.7 million compared to $6,000 for the quarter ended March 31, 2025. |
| · | The Company’s net loss for the quarter ended
March 31, 2026, was approximately $40.8 million compared to $16.8 million for the quarter ended March 31, 2025. |
| · | The Company’s net revenue from sales of its
marketed products for the quarter ended March 31, 2026, was approximately $6.9 million compared to $2.4 million for the quarter ended
March 31, 2025. |
| |
o |
Net revenue from sales of Zembrace® SymTouch® and Tosymra®
for the quarter ended March 31, 2026, was approximately $3.2 million compared to $2.4 million for the quarter ended March 31, 2025. |
| |
|
|
| |
o |
Net revenue from sales of TONMYA® for the quarter ended March 31, 2026, was approximately $3.7 million. TONMYA®
was launched in November 2025. 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 March 31, 2026, together with the net proceeds of $17.4 million that it raised
from equity offerings in the second quarter of 2026, will fund its planned operating and capital expenditure requirements into the second
quarter of 2027.
The above information
is preliminary financial information for the quarter ended March 31, 2026, and subject to completion. The unaudited, estimated results
for the quarter ended March 31, 2026, 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-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 ended March 31, 2026,
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 ended March 31, 2026. In
addition, PricewaterhouseCoopers 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 quarter ended March 31, 2026, 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 Quarterly Report on Form 10-Q, including its financial statements for the quarter
ended March 31, 2026, on or about May 11, 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: May 1, 2026 |
By: |
/s/ Bradley Saenger |
| |
|
Bradley Saenger |
| |
|
Chief Financial Officer |
