Tonix Pharmaceuticals (TNXP) director receives 22,700-share stock option grant

Rhea-AI Filing Summary

Tonix Pharmaceuticals Holding Corp. director Richard Newcomb Stillwell received a stock option grant covering 22,700 shares of common stock. The options have an exercise price of $13.28 per share and expire on May 12, 2036. They were granted under the company’s 2026 Stock Incentive Plan and will vest on the earlier of the one-year anniversary of the grant date or the company’s 2027 Annual Meeting of Stockholders. After this compensation award, Stillwell holds 22,700 derivative securities linked to common stock directly, with no open-market purchase or sale reported in this filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Stillwell Richard Newcomb

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)

1. [object Object]

Key Figures

Option grant size: 22,700 shares Exercise price: $13.28 per share Expiration date: May 12, 2036 +1 more

4 metrics

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

Exercise price $13.28 per share Strike price of stock options granted on May 12, 2026

Expiration date May 12, 2036 Final expiration for the granted stock options

Derivative holdings after grant 22,700 options Total derivative securities following this transaction

Key Terms

Stock Option, 2026 Stock Incentive Plan, vests, 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"

vests financial

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

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^*

Stillwell Richard Newcomb

(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 as 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 insider transaction did Tonix Pharmaceuticals (TNXP) report for Richard Newcomb Stillwell?

Tonix Pharmaceuticals reported that director Richard Newcomb Stillwell received a grant of stock options for 22,700 shares. These options are a compensation award, not an open-market purchase or sale, and give the right to buy common stock at a fixed exercise price.

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

The reported stock option grant covers 22,700 shares of Tonix Pharmaceuticals common stock. This number reflects the underlying shares tied to the option award and matches the director’s total derivative holdings following the transaction disclosed in this filing.

What is the exercise price of the new Tonix Pharmaceuticals (TNXP) stock options?

The stock options granted to director Richard Newcomb Stillwell have an exercise price of $13.28 per share. This is the price at which he may purchase Tonix Pharmaceuticals common stock upon exercise of the options, subject to vesting conditions being satisfied.

When do the newly granted Tonix Pharmaceuticals (TNXP) options vest?

The options vest on the earlier of the one-year anniversary of the May 12, 2026 grant date and Tonix Pharmaceuticals’ 2027 Annual Meeting of Stockholders. Vesting must occur before the options can be exercised to acquire common shares.

What is the expiration date of Richard Newcomb Stillwell’s new Tonix Pharmaceuticals (TNXP) options?

The reported stock options expire on May 12, 2036. After this expiration date, the options can no longer be exercised, even if they had vested, so any unexercised rights to purchase Tonix Pharmaceuticals common stock would lapse.

Are Richard Newcomb Stillwell’s Tonix Pharmaceuticals (TNXP) options a market purchase or a compensation grant?

The Form 4 shows these options as a compensation grant under the 2026 Stock Incentive Plan, coded as an acquisition award. No open-market buying or selling occurred; instead, the director received options as part of his service-related compensation.