Attached files
| file | filename |
|---|---|
| EX-99.02 - EXHIBIT 99.02 - Tonix Pharmaceuticals Holding Corp. | v428688_ex99-02.htm |
| EX-99.01 - EXHIBIT 99.01 - Tonix Pharmaceuticals Holding Corp. | v428688_ex99-01.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): January 8, 2016
TONIX PHARMACEUTICALS HOLDING CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36019 | 26-1434750 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
509 Madison Avenue, Suite 306, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 980-9155
Copy of correspondence to:
Marc J. Ross, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Promotion of Jessica Morris
Effective January 8, 2016, the Board of Directors of Tonix Pharmaceuticals Holding Corp. (the “Company”) appointed Ms. Jessica Morris as the Company’s Acting Chief Financial Officer.
Ms. Morris, age 37, has worked for the Company since April 2013, as a consultant (April 2013 – September 2013), SVP of Finance (September 2013 – October 2015) and Chief Administrative Officer (October 2015 – January 2016). Between January 2010 and September 2012, Ms. Morris was a Vice President at the family office fund for Zhong Rong Group. Previously, Ms. Morris was a Senior Associate in the Sponsor Finance Group at American Capital, a Vice President of the mezzanine debt fund at Calvert Street Capital Partners, an Associate in the commercial finance department of Silicon Valley Bank and a Financial Analyst in the media and telecommunications investment banking group at Deutsche Bank. Ms. Morris earned a B.S. in Commerce and a B.A. in Music from the University of Virginia.
Resignation of Leland Gershell
Effective January 8, 2016, Dr. Leland Gershell, M.D., Ph.D., resigned as the Company’s Chief Financial Officer and Treasurer. Dr. Gershell agreed to stay on as a consultant to the Company.
Item 7.01 Regulation FD Disclosure.
Tonix Pharmaceuticals Holding Corp. (the “Company”) intends to utilize an updated investor presentation to conduct meetings with investors, stockholders and analysts and at investor conferences, and which the Company intends to place on its website, which may contain non-public information. A copy of the presentation is filed as Exhibit 99.01.
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 is furnishing.
Item 8.01 Other Events.
On January 8, 2016, the Company issued a press release announcing Dr. Gershell’s resignation and Ms. Morris’ promotion, as discussed in Item 1.01 above. A copy of the press release that discusses these matters is filed as Exhibit 99.02 to, and incorporated by reference in, this report.
The information contained in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.02, 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 8.01 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.
| 2 |
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.01 | Corporate Presentation by the Company for January 2016* |
| 99.02 | Press release, dated January 8, 2016, issued by Tonix Pharmaceuticals Holding Corp.* |
* Furnished herewith.
| 3 |
SIGNATURE
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: January 8, 2016 | By: /s/ SETH LEDERMAN |
| Seth Lederman | |
| Chief Executive Officer |
| 4 |