SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event
reported): May 9, 2012
TONIX PHARMACEUTICALS HOLDING CORP.
(Exact name of registrant as specified
in its charter)
(State or Other Jurisdiction
509 Madison Avenue, Suite 306, New York,
New York 10022
(Address of principal executive offices)
Registrant’s telephone number,
including area code: (212) 980-9155
Copy of correspondence to:
Marc J. Ross, Esq.
Harvey Kesner, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Tel: (212) 930-9700 Fax: (212) 930-9725
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))
Tonix Pharmaceuticals Holding Corp. (the
“Company”) is filing this Amendment No. 1 on Form 8–K/A to the Company’s Current Report on Form 8–K
dated May 9, 2012, which was filed on May 10, 2012 (the “8-K”), in order to file a corrected press release that was
issued by the Company on May 11, 2012 relating to the appointment of Dr. Samuel Saks to the Board of Directors of the Company.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in the Form 8-K,
effective May 9, 2012, the Board of Directors of the Company appointed Dr. Samuel Saks as a director of the Company. From
April 2011 until February 2012, Dr. Saks served as interim Chief Medical Officer of Threshold Pharmaceuticals, a publicly-held
biopharmaceutical company. From September 2005 until October 2010, Dr. Saks served on the board of directors of Trubion Pharmaceuticals,
a publicly-held biopharmaceutical company. Between September 2007 and July 2009, Dr. Saks served on the board of directors of Cougar
Biotechnology, a publicly-held biopharmaceutical company. Between 2003 and April 2009, Dr. Saks was the chief executive officer
and a director of Jazz Pharmaceuticals, Inc., a publicly-held biopharmaceutical company, which he co-founded in 2003. From 2001
until 2003, Dr. Saks was company group chairman of ALZA Corporation and a member of the Johnson & Johnson Pharmaceutical Operating
Committee. From 1992 until 2001, Dr. Saks held various positions at ALZA, including Chief Medical Officer and Group Vice President,
where he was responsible for clinical, regulatory and commercial activities. Previously, Dr. Saks held clinical research and development
management positions with Schering-Plough, Xoma and Genentech. Dr. Saks formerly served as a scientific advisor to ArQule Pharmaceuticals,
CMEA Ventures and ProQuest Investments. Dr. Saks is board certified in oncology and received a B.S. and an M.D. from the University
There is no understanding or arrangement
between Dr. Saks and any other person pursuant to which Dr. Saks was selected as a director. Dr. Saks does not have
any family relationship with any director, executive officer or person nominated or chosen by us to become a director or executive
ITEM 7.01 Regulation FD Disclosure.
On May 11, 2012, the Company issued a corrected
press release relating to the appointment of Dr. Samuel Saks, as discussed in Item 5.02 above. A copy of the press release that
discusses these matters is filed as Exhibit 99.01 to, and incorporated by reference in, this report.
The information contained in Item 7.01
of this Current Report on Form 8-K, including Exhibit 99.01, is furnished pursuant to, and shall not be deemed to be "filed"
for the purposes of, Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. The information contained in Item 7.01 of this Current Report shall not be incorporated by reference into
any registration statement or any other document filed pursuant to the Securities Act of 1933, as amended, except as otherwise
expressly stated in such filing. By filing this Current Report on Form 8-K and furnishing the information contained
in this Item 7.01, including Exhibit 99.01, the Company makes no admission as to the materiality of any such information that it
ITEM 9.01 Financial Statements and Exhibits.
||Corrected Press Release, issued by Tonix Pharmaceuticals Holding Corp. on May 11, 2012.|
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 11, 2012
||By: /s/ SETH LEDERMAN|
||President and Chief Executive Officer|