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): May 1, 2020 

 

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 1608, New York, New York 10022

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 980-9155

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock TNXP The NASDAQ Global Market

 

 

   
 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 1, 2020, the Company held its annual meeting of shareholders, at which the Company’s shareholders approved four proposals. Shareholders representing 16,746,718 shares, or 48.29%, of the common shares outstanding as of the March 2, 2020 record date were represented at the meeting by proxy. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 30, 2020, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.

 

Proposal 1

 

The Company’s shareholders elected seven individuals to the Board of Directors as set forth below:

 

Name   Votes For   Votes Withheld   Broker Non-Votes
Seth Lederman   4,358,308   674,120   11,714,290
Margaret Smith Bell   4,420,732   611,696   11,714,290
Daniel Goodman   4,342,158   690,270   11,714,290
David Grange   4,312,518   719,910   11,714,290
Adeoye Olukotun   4,336,304   696,124   11,714,290
James Treco   4,378,698   653,730   11,714,290
John Rhodes   4,333,100   699,328   11,714,290
 

Proposal 2

 

The Company’s shareholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, as set forth below:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes
  15,306,259       558,396       882,063       0
                           

 

Proposal 3

 

The Company’s shareholders approved the Tonix Pharmaceuticals Holding Corp. Amended and Restated 2020 Stock Incentive Plan, as set forth below:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes
  3,995,179       676,196       361,053       11,714,290
                           

 

Proposal 4

 

The Company’s shareholders approved the Tonix Pharmaceuticals Holding Corp. 2020 Employee Stock Purchase Plan, as set forth below:

 

Votes For     Votes Against     Abstentions     Broker Non-Votes
  4,271,723       363,367       397,338       11,714,290
                           

  

   
 

 

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: May 1, 2020 By: /s/ Bradley Saenger  
    Bradley Saenger
    Chief Financial Officer