Tonix Pharmaceuticals Holding Corp. reporting persons Sirenia Capital Management and Alex Silverstein disclose beneficial ownership of 1,297,470 shares of common stock, representing 8.8% of the class on an as‑converted basis. The percentage "assumes the exercise of the warrants" held by the Sirenia Fund.
The filing cites 14,205,401 shares outstanding as of March 27, 2026 from the issuer's proxy statement and notes that 615,025 shares are issuable upon exercise of warrants included in the reported total.
Positive
None.
Negative
None.
Insights
8.8% position reported by an activist-style fund; ownership assumed via warrant exercise.
Sirenia Capital and Alex Silverstein filed a Schedule 13G listing 1,297,470 shares (8.8% of the class) on a basis that "assumes the exercise of the warrants" held by the Sirenia Fund. The filing cites March 27, 2026 for the 14,205,401 shares outstanding figure.
The reporting structure shows shared voting and dispositive power rather than sole control; subsequent disclosures or amendments would be required if the holder's intent or voting power changes.
Position size and warrant inclusion create potential overhang; cash-flow treatment not stated.
The statement explicitly includes 615,025 shares "issuable upon exercise of warrants," which the reporting persons counted toward their beneficial percentage. Cash-flow treatment and exercise timing are not described in the excerpt.
Future filings or transactions (e.g., exercises, sales, or amendments) would clarify actual market impact and any change in percent ownership; timing is not specified in the provided excerpt.
Key Figures
Reported shares beneficially owned:1,297,470 sharesPercent of class:8.8%Shares outstanding:14,205,401 shares+1 more
4 metrics
Reported shares beneficially owned1,297,470 sharesreported on Schedule 13G by Sirenia and Alex Silverstein
Percent of class8.8%assumes exercise of warrants held by the Sirenia Fund
Shares outstanding14,205,401 sharesas of March 27, 2026 (issuer's proxy statement)
Warrants issuable615,025 sharesincluded as issuable upon exercise and counted toward the reported total
Key Terms
issuable upon exercise of warrants, beneficial ownership, Schedule 13G
3 terms
issuable upon exercise of warrantsfinancial
"Includes 615,025 shares of Common Stock issuable upon exercise of warrants."
beneficial ownershipregulatory
"Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Schedule 13Gregulatory
"This statement is filed by: Sirenia Capital Management LP ... pursuant to Rule 13d-1(k)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Sirenia Capital and Alex Silverstein report beneficial ownership of 1,297,470 shares, equal to 8.8% of Tonix's common stock on an assumed warrant-exercise basis as disclosed in the filing.
How many Tonix shares were outstanding for the percentage calculation?
The percentage is calculated using 14,205,401 shares outstanding as of March 27, 2026, per the issuer's proxy statement referenced in the Schedule 13G filing.
Does the reported 8.8% include warrants for TNXP?
Yes. The filing states the percentage "assumes the exercise of the warrants" held by the Sirenia Fund and specifically includes 615,025 shares issuable upon exercise of warrants.
Who filed the Schedule 13G for TNXP?
The statement was filed jointly by Sirenia Capital Management LP (as manager of the Sirenia Fund) and Alex Silverstein, the fund's managing member, under a joint filing agreement.
Does the filing indicate voting or dispositive power for the reported shares?
The cover-page rows show shared voting power and shared dispositive power of 1,297,470 shares for both reporting persons; sole powers are listed as 0.00 on the excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Tonix Pharmaceuticals Holding Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
890260839
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
890260839
1
Names of Reporting Persons
Sirenia Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,297,470.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,297,470.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,297,470.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 615,025 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.
SCHEDULE 13G
CUSIP Number(s):
890260839
1
Names of Reporting Persons
Alex Silverstein
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,297,470.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,297,470.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,297,470.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 615,025 shares of Common Stock issuable upon exercise of warrants.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Tonix Pharmaceuticals Holding Corp.
(b)
Address of issuer's principal executive offices:
200 Connell Drive, Suite 3100, Berkeley Heights, NJ 07922
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Sirenia Capital Management LP ("Sirenia") with respect to the common stock, par value $0.001 per share ("Common Stock"), of Tonix Pharmaceuticals Holding Corp. (the "Issuer") held by, and issuable upon exercise of warrants held by SILV Fund, Ltd. (the "Sirenia Fund"), an investment fund it manages; and
(ii) Alex Silverstein ("Mr. Silverstein"), the managing member of Sirenia Capital Management GP LLC, the general partner of Sirenia, with respect to the Common Stock held by, and issuable upon exercise of warrants held by, the Sirenia Fund.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
Sirenia and Mr. Silverstein have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934 (the "Act").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of Sirenia and Mr. Silverstein is 1674 Meridian Avenue, Suite 320, Miami Beach, FL 33139.
(c)
Citizenship:
Sirenia is a Delaware limited partnership. Mr. Silverstein is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP Number(s):
890260839
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 14,205,401 shares of Common Stock outstanding as of March 27, 2026, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2026, and assumes the exercise of the warrants held by the Sirenia Fund.
(b)
Percent of class:
8.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Sirenia Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Sirenia Capital Management LP
Signature:
/s/ Kolby Loft
Name/Title:
Kolby Loft, General Counsel & Chief Compliance Officer
