TNXP 8-K
Tonix Pharmaceuticals Holding Corp. (TNXP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Tonix Pharmaceuticals Holding Corp.’s (the “Company”) shareholders approved one of two proposals at a special meeting of shareholders held virtually on October 30, 2024 (the “Special Meeting”). Shareholders representing 45,864,642 shares, or 35.9%, of the Company’s common stock outstanding as of the September 12, 2024 record date were represented at the Special Meeting by proxy. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on September 23, 2024, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.
Proposal 1
The Company’s shareholders approved a proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion at any time within one year after shareholder approval is obtained, to effect a reverse stock split of then-outstanding shares of the Company’s common stock, at a ratio of not less than one-for-two (1:2) and not greater than one-for-hundred (1:100), with the exact ratio to be determined by the Board and included in a public announcement (the “Reverse Stock Split Proposal”), as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 27,837,482 | 17,650,844 | 376,316 | N/A |
Proposal 2
The Company’s shareholders did not approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the Company’s authorized shares of common stock to 1,000,000,000 in the event a reverse stock split of the Company’s common stock was effectuated prior to approval of the Reverse Stock Split Proposal, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 26,250,227 | 19,279,315 | 335,100 | N/A |
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: October 30, 2024 | By: | /s/ Bradley Saenger | |
| Bradley Saenger | |||
| Chief Financial Officer | |||