TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2017, the Board of Directors (the “Board”) of Tonix Pharmaceuticals Holding Corp. (the “Company”), on the recommendation of its Nominating and Corporate Governance Committee, increased the number of directors to nine and appointed Ms. Margaret Smith Bell as a director of the Company, effective immediately.
Previously, Ms. Bell was a Vice President at Standard Life Investments where she was a portfolio manager and health care equity analyst. Ms. Bell was also a Managing Director at Putnam Investments, and served as a senior health care analyst and a portfolio manager of the Putnam Health Sciences Trust. Ms. Bell was an analyst and vice president at State Street Research and a research analyst at Alex. Brown & Sons, Inc. Ms. Bell is a past member of the Board of Overseers at Beth Israel Deaconess Medical Center. Ms. Bell holds a B.A. from Wesleyan University and an M.B.A. from the Wharton School at the University of Pennsylvania.
Ms. Bell will hold office until the next annual meeting of shareholders and until her successor shall have been elected and qualified or until her earlier death, resignation or removal. The Board has determined that Ms. Bell satisfies the definition of “independent” director, including, without limitation, the applicable requirements of the NASDAQ Listing Rules and the Securities Exchange Act of 1934, as amended. The committee or committees of the Board to which Ms. Bell will be appointed has not been determined.
The Board, on the recommendation of its Compensation Committee, awarded Ms. Bell 20,000 stock options, which vest on the first anniversary of issuance and are exercisable at $4.25 per share.
There is no understanding or arrangement between Ms. Bell and any other person to which Ms. Bell was selected as a director.Ms. Bell does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or executive officer.
| ITEM 7.01 | Regulation FD Disclosure. |
On September 14, 2017, the Company issued a press release relating to the appointment of Ms. Bell, 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.
A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.
| ITEM 9.01 | Financial Statements and Exhibits. |
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* Furnished herewith.
Tonix Pharmaceuticals Holding Corp. ExhibitEX-99.01 2 s107499_ex99-01.htm EXHIBIT 99.01 Exhibit 99.01 Tonix Pharmaceuticals Elects Margaret Smith Bell to the Board of Directors NEW YORK,…To view the full exhibit click here
