Tonix Pharmaceuticals (TNXP) grants director 22,700 stock options

Rhea-AI Filing Summary

Tonix Pharmaceuticals Holding Corp. director Hunter James Randolph Jr reported receiving a grant of stock options as part of his compensation. He was awarded options covering 22,700 shares of common stock at an exercise price of $13.28 per share, with no cash paid at grant.

The options were granted under the company’s 2026 Stock Incentive Plan and vest on the earlier of one year from the grant date or the company’s 2027 Annual Meeting of Stockholders. Following this grant, Randolph holds options for 22,700 underlying shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hunter James Randolph Jr

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option	22,700	$0.00	--

Holdings After Transaction: Stock Option — 22,700 shares (Direct, null)

Footnotes (1)

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Key Figures

Option grant size: 22,700 shares Exercise price: $13.28 per share Total options after grant: 22,700 shares +3 more

6 metrics

Option grant size 22,700 shares Underlying common stock for new stock option grant

Exercise price $13.28 per share Stock option exercise price

Total options after grant 22,700 shares Options held following this transaction

Expiration date May 12, 2036 Option expiration

Vesting condition Earlier of 1 year or 2027 meeting Vests by one-year anniversary or 2027 Annual Meeting

Transaction code A (grant/award acquisition) Form 4 transaction code indicating option grant

Key Terms

Stock Option, 2026 Stock Incentive Plan, grant date, Annual Meeting of Stockholders

4 terms

Stock Option financial

"security_title: Stock Option"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

2026 Stock Incentive Plan financial

"The option was granted pursuant to the Issuer's 2026 Stock Incentive Plan"

grant date financial

"vests on the earlier of the one year anniversary of the grant date"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

Annual Meeting of Stockholders financial

"and the Issuer's 2027 Annual Meeting of Stockholders"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hunter James Randolph Jr

(Last) (First) (Middle)

C/O TONIX PHARMACEUTICALS HOLDING CORP.

200 CONNELL DRIVE, SUITE 3100

(Street)

BERKELEY HEIGHTS NEW JERSEY 07922

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tonix Pharmaceuticals Holding Corp. [ TNXP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$13.28	05/12/2026		A		22,700		05/12/2027(1)	05/12/2036	Common Stock	22,700	$0.00(1)	22,700	D

Explanation of Responses:

1. The option was granted pursuant to the Issuer's 2026 Stock Incentive Plan and vests on the earlier of the one year anniversary of the grant date and the Issuer's 2027 Annual Meeting of Stockholders.

	/s/ Jessica Morris, Attorney-in-Fact	05/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Tonix Pharmaceuticals (TNXP) director Hunter Randolph report on this Form 4?

Director Hunter James Randolph Jr reported receiving a grant of stock options for 22,700 underlying shares of Tonix Pharmaceuticals common stock. The options were awarded as compensation and did not involve any cash purchase at the time of grant.

How many Tonix Pharmaceuticals (TNXP) shares are covered by the new stock options?

The new stock option grant covers 22,700 shares of Tonix Pharmaceuticals common stock. These options give the director the right to buy that number of shares at a fixed exercise price if and when they vest and are later exercised.

What is the exercise price of the Tonix (TNXP) director’s new stock options?

The stock options were granted with an exercise price of $13.28 per share. This means the director can purchase Tonix common stock at $13.28 per share upon exercise, provided the options have vested and have not expired beforehand.

When do the new Tonix Pharmaceuticals (TNXP) stock options vest?

The options vest on the earlier of one year after the grant date or the company’s 2027 Annual Meeting of Stockholders. This time-based vesting schedule is typical for director equity compensation and links vesting to continued board service.

What is the expiration date of the Tonix (TNXP) director’s stock options?

The stock options expire on May 12, 2036, giving the director a long window to exercise once vested. After that expiration date, any unexercised options will lapse and can no longer be used to purchase Tonix common shares.

Were these Tonix Pharmaceuticals (TNXP) options granted under a specific plan?

Yes. The options were granted under Tonix Pharmaceuticals’ 2026 Stock Incentive Plan. Such plans are standard frameworks companies use to award equity-based compensation to directors, executives, and employees under predefined terms approved by stockholders.