As
filed with the Securities and Exchange Commission on September 4, 2025
Registration
No. 333-287965
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
(Amendment
No. 1)
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
TONIX
PHARMACEUTICALS HOLDING CORP.
(Exact
name of registrant as specified in
its
charter)
| |
Nevada |
|
26-1434750 |
|
| |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
|
26
Main Street, Suite 101
Chatham,
New Jersey 07928
(862)
904-8182
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Seth
Lederman
Chief
Executive Officer
Tonix
Pharmaceuticals Holding Corp.
26
Main Street, Suite 101
Chatham,
New Jersey 07928
(862)
904-8182
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Michael
J. Lerner, Esq.
Steven
M. Skolnick, Esq.
Lowenstein
Sandler LLP
One
Lowenstein Drive
Roseland,
New Jersey 07068
(973)
597-6394
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act.
☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
Tonix
Pharmaceuticals Holding Corp. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its
Registration Statement on Form S-3 (File No. 333-287965) (the “Registration Statement”) as an exhibits only filing
to re-file Exhibit 23.1 previously filed with the Registration Statement. Accordingly, this Amendment consists only of the facing
page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement,
the exhibits index and the re-filed Exhibit 23.1. This Amendment does not modify any provision of the prospectus that forms a
part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.
ITEM
16. EXHIBITS
| 1.01 | Form
of Underwriting Agreement* |
|
3.01 |
Articles
of Incorporation, filed as an exhibit to the Registration Statement on Form S-1, filed with the Commission on April 9, 2008,
and incorporated herein by reference. |
|
3.02 |
Articles
of Merger between Tamandare Explorations Inc. and Tonix Pharmaceuticals Holding Corp., effective October 11, 2011, filed as
an exhibit to the Current Report on Form 8-K, filed with the Commission on October 17, 2011, and incorporated herein by reference. |
|
3.03 |
Third
Amended and Restated Bylaws, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on June 3, 2016
and incorporated herein by reference. |
|
3.04 |
Certificate
of Change of Tonix Pharmaceuticals Holding Corp., dated March 13, 2017 and effective March 17, 2017, filed as an exhibit to
the Current Report on Form 8-K, filed with the Commission on March 16, 2017, and incorporated herein by reference. |
|
3.05 |
Certificate
of Amendment to Articles of Incorporation, effective June 16, 2017, filed as an exhibit to the Current Report on Form 8-K,
filed with the Commission on June 16, 2017, and incorporated herein by reference. |
|
3.06 |
Certificate
of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective May 3, 2019,
filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 8, 2019, and incorporated herein by
reference. |
|
3.07 |
Certificate
of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective October 31, 2019,
filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 8, 2019, and incorporated herein by
reference. |
|
3.08 |
Certificate
of Change of Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective November 1, 2019,
filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on October 31, 2019, and incorporated herein
by reference. |
|
3.09 |
Certificate
of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective January 16, 2020,
filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on January 16, 2020, and incorporated herein
by reference. |
|
3.10 |
Certificate
of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective August 31, 2020,
filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on August 31, 2020, and incorporated herein
by reference. |
|
3.11 |
Certificate
of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective March 26, 2021,
filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on March 26, 2021, and incorporated herein
by reference. |
|
3.12 |
Certificate
of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective February 10,
2022, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on February 10, 2022, and incorporated
herein by reference. |
|
3.13 |
Certificate
of Change of Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, filed as an exhibit to the Current Report
on Form 8-K, filed with the Commission on May 16, 2022, and incorporated herein by reference. |
|
3.14 |
Certificate
of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective August 5, 2022,
filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on August 5, 2022, and incorporated herein
by reference. |
|
3.15 |
Certificate
of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective December 13,
2022, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on December 13, 2022, and incorporated
herein by reference. |
|
3.16 |
Certificate
of Change of Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective May 10, 2023, filed
as an exhibit to the Current Report on Form 8-K, filed with the Commission on May 9, 2023, and incorporated herein by reference. |
|
3.17 |
Certificate
of Amendment to Tonix Pharmaceuticals Holding Corp.’s Articles of Incorporation, as amended, effective January 25, 2024,
filed as an exhibit to the Current Report on Form 8-K, filed with the Commission on January 25, 2024, and incorporated herein
by reference. |
|
4.01 |
Specimen
Common Stock Certificate of the Registrant, filed as an exhibit to the Current Report on Form 8-K, filed with the Commission
on May 24, 2018, and incorporated herein by reference. |
|
4.02 |
Specimen
Preferred Stock Certificate* |
|
4.03 |
Form
of Warrant Agreement, including form of Warrant* |
|
4.04 |
Form of Senior Debt Indenture*** |
|
4.05 |
Form of Subordinated Debt Indenture*** |
|
4.06 |
Form
of Senior Note (included in Exhibit 4.04) |
|
4.07 |
Form
of Subordinated Note (included in Exhibit 4.05) |
|
4.08 |
Form
of Unit Agreement* |
|
4.09 |
Form
of Subscription Agreement* |
|
5.01 |
Opinion of Brownstein Hyatt Farber Schreck, LLP*** |
|
5.02 |
Opinion of Lowenstein Sandler, LLP*** |
|
23.01 |
Consent of EisnerAmper LLP† |
|
23.02 |
Consent
of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.01)*** |
|
23.03 |
Consent
of Lowenstein Sandler, LLP (included in Exhibit 5.02)*** |
|
23.04 |
Power
of Attorney (contained on the signature pages to the registration statement)*** |
|
25.1 |
Statement
of Eligibility on Form T-1 of the Trustee for the Senior Debt Indenture** |
|
25.2 |
Statement
of Eligibility on Form T-1 of the Trustee for the Subordinated Debt Indenture** |
|
107 |
Calculation of Filing Fee Table*** |
|
* |
To
be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference, if applicable. |
|
** |
To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended. |
| |
*** |
Previously
filed. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing of the Registration Statement on Form S-3 and has duly caused this Form S-3 to
be signed on its behalf by the undersigned, thereunto duly authorized, in Chatham, New Jersey, on the 4th day of September,
2025.
| |
TONIX
PHARMACEUTICALS HOLDING CORP. |
| |
|
|
| |
By: |
/s/
SETH LEDERMAN |
| |
|
Seth
Lederman |
| |
|
Chief
Executive Officer (Principal Executive Officer) |
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
SETH LEDERMAN |
|
Chief
Executive Officer (Principal Executive Officer) and Director |
|
September
4, 2025 |
| Seth
Lederman |
|
|
|
|
| |
|
|
|
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| * |
|
Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
September
4, 2025 |
| Bradley
Saenger |
|
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|
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|
|
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| * |
|
Director |
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September
4, 2025 |
| Richard
Bagger |
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| * |
|
Director |
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September
4, 2025 |
| Margaret
Smith Bell |
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| * |
|
Director |
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September
4, 2025 |
| David
Grange |
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| * |
|
Director |
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September
4, 2025 |
| Adeoye
Olukotun |
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|
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| * |
|
Director |
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September
4, 2025 |
| Newcomb
Stillwell |
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| * |
|
Director |
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September
4, 2025 |
| Carolyn
E. Taylor |
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| * |
|
Director |
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September
4, 2025 |
| James
Treco |
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| /s/
JAMES HUNTER |
|
Director |
|
September
4, 2025 |
| James
Hunter |
|
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|
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*By:
| /s/
SETH LEDERMAN |
| Seth
Lederman, Attorney-in-Fact |
