Tonix Pharmaceuticals Announces Pricing of $4.4 Million Registered Direct Offering
28 Marzo 2024 - 2:32PM
Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) (“Tonix” or the
“Company”), a biopharmaceutical company, today announced it
has entered into a securities purchase agreement with existing
healthcare focused institutional investors of the Company for the
purchase and sale of 14,666,666 shares of its common stock (or
common stock equivalents in lieu thereof) and warrants to purchase
up to an aggregate of 14,666,666 shares of common stock in a
registered direct offering at a combined offering price of $0.30
per share and accompanying warrant. The warrants have an exercise
price of $0.33 per share, will be exercisable commencing six months
from the date of issuance and will expire five and one-half years
following the date of issuance. The closing of the offering is
expected to take place on or about April 1, 2024, subject to the
satisfaction of customary closing conditions.
The gross proceeds of the offering will be
approximately $4.4 million before deducting placement agent fees
and other estimated offering expenses payable by the Company. The
Company intends to use the net proceeds from the offering for
working capital and general corporate purposes, as well as for the
satisfaction of a portion of the Company’s debt.
A.G.P./Alliance Global Partners is acting as
sole placement agent for the offering.
In connection with this offering, the Company
has also agreed that certain existing warrants issued in August
2023 to purchase up to an aggregate of 6,950,000 shares at an
exercise price of $1.00 per share and a termination date of August
2028, will be amended, so that the amended warrants will have a
reduced exercise price of $0.33 per share and a termination date of
April 2029. The company has further agreed that certain existing
warrants issued in October 2023 to purchase up to an aggregate of
approximately 17,800,000 shares with an exercise price of $0.50 per
share and termination dates ranging from October 2024 to October
2028, will be amended, so that the amended warrants will have a
reduced exercise price of $0.33 per share and a termination date of
April 2025 and April 2029, respectively. The company has further
agreed that certain existing Series C and Series D warrants issued
in December 2023 to purchase up to an aggregate of 69,647,856
shares with respective exercise prices ranging from $0.55 to $0.85
per share and termination dates ranging from December 2025 to
December 2028, will be amended, so that the amended warrants will
have a reduced exercise price of $0.33 per share and a termination
date equal to the earlier of April 2026 and 10 trading days
following notice by the Company to the warrant holder of the
Company’s public announcement of the U.S. Food and Drug
Administration’s acknowledgement and acceptance of the Company’s
new drug application relating to TNX-102 SL in patients with
Fibromyalgia for the Series C warrants and April 2029 for the
Series D warrants. All of the amendments to the August 2023,
October 2023 and December 2023 warrants are subject to shareholder
approval, if shareholder approval is not received on or before the
six-month anniversary of the closing of this offering, such
existing warrants will have an exercise price equal to the Nasdaq
minimum price on the six-month anniversary of the closing of this
offering. The other terms of such warrants will remain
unchanged.
This offering is being made pursuant to an
effective shelf registration statement on Form S-3 (File No.
333-266982) previously filed with the U.S. Securities and Exchange
Commission (the “SEC”). A prospectus supplement describing the
terms of the proposed Offering will be filed with the SEC and will
be available on the SEC’s website located at http://www.sec.gov.
Electronic copies of the prospectus supplement may be obtained,
when available, from A.G.P./Alliance Global Partners, 590 Madison
Avenue, 28th Floor, New York, NY 10022, or by telephone at (212)
624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
Tonix Pharmaceuticals Holding
Corp.*
Tonix is a biopharmaceutical company focused on
developing, licensing and commercializing therapeutics to treat and
prevent human disease and alleviate suffering. Tonix’s development
portfolio is focused on central nervous system (CNS) disorders.
Tonix’s priority is to submit a New Drug Application (NDA) to the
FDA in the second half of 2024 for Tonmya, a product candidate for
which two positive Phase 3 studies have been completed for the
management of fibromyalgia. TNX-102 SL is also being developed to
treat acute stress reaction as well as fibromyalgia-type Long
COVID. Tonix’s CNS portfolio includes TNX-1300 (cocaine esterase) a
biologic designed to treat cocaine intoxication with Breakthrough
Therapy designation. Tonix’s immunology development portfolio
consists of biologics to address organ transplant rejection,
autoimmunity and cancer, including TNX-1500, which is a humanized
monoclonal antibody targeting CD40-ligand (CD40L or CD154) being
developed for the prevention of allograft rejection and for the
treatment of autoimmune diseases. Tonix also has product candidates
in development in the areas of rare disease and infectious disease.
Tonix Medicines, our commercial subsidiary, markets Zembrace®
SymTouch® (sumatriptan injection) 3 mg and Tosymra® (sumatriptan
nasal spray) 10 mg for the treatment of acute migraine with or
without aura in adults.
*Tonix’s product development candidates are
investigational new drugs or biologics and have not been approved
for any indication. Tonmya™ is conditionally accepted by the U.S.
Food and Drug Administration as the tradename for TNX-102 SL for
the management of fibromyalgia.
Zembrace SymTouch and Tosymra are registered
trademarks of Tonix Medicines. All other marks are property of
their respective owners.
This press release and further information about
Tonix can be found at www.tonixpharma.com.
Forward Looking Statements
Certain statements in this press release are
forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995 including those relating to the
completion of the offering, the satisfaction of customary closing
conditions, the intended use of proceeds from the offering and
other statement that are predictive in nature. These statements may
be identified by the use of forward-looking words such as
“anticipate,” “believe,” “forecast,” “estimate,” “expect,” and
“intend,” among others. These forward-looking statements are based
on Tonix's current expectations and actual results could differ
materially. There are a number of factors that could cause actual
events to differ materially from those indicated by such
forward-looking statements. These factors include, but are not
limited to, risks related to the failure to obtain FDA clearances
or approvals and noncompliance with FDA regulations; risks related
to the failure to successfully market any of our products; risks
related to the timing and progress of clinical development of our
product candidates; our need for additional financing;
uncertainties of patent protection and litigation; uncertainties of
government or third party payor reimbursement; limited research and
development efforts and dependence upon third parties; and
substantial competition. As with any pharmaceutical under
development, there are significant risks in the development,
regulatory approval and commercialization of new products. Tonix
does not undertake an obligation to update or revise any
forward-looking statement. Investors should read the risk factors
set forth in the Annual Report on Form 10-K for the year ended
December 31, 2022, as filed with the Securities and Exchange
Commission (the “SEC”) on March 13, 2023, and periodic reports
filed with the SEC on or after the date thereof. All of Tonix's
forward-looking statements are expressly qualified by all such risk
factors and other cautionary statements. The information set forth
herein speaks only as of the date thereof.
Investor ContactJessica
MorrisTonix Pharmaceuticalsinvestor.relations@tonixpharma.com(862)
904-8182
Peter VozzoICR
Westwickepeter.vozzo@westwicke.com(443) 213-0505
Media ContactBen ShannonICR
Westwickeben.shannon@westwicke.com(919) 360-3039
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