TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) Files An 8-K Material Modification to Rights of Security Holders

Item 3.03

The Board of Directors of Tonix Pharmaceuticals Holding Corp., a
Nevada corporation (the Company), has approved a reverse stock
split of the Companys authorized, issued and outstanding shares
of common stock, par value $0.001 per share (the Common Stock),
at a ratio of 1-for-10 (the Reverse Stock Split). The Company
anticipates that the Reverse Split will be effective as of 12:01
a.m. on March 17, 2017 (the Effective Date).

Reason for the Reverse Stock Split

The Company is effecting the Reverse Stock Split to satisfy the
$1.00 minimum bid price requirement, as set forth in Listing Rule
5450(a)(1) (the Rule), for continued listing on The NASDAQ Global
Market. As previously disclosed, on October 18, 2016, the Company
received a letter from the staff of the Listing Qualifications
Department of NASDAQ indicating that for the last 30 consecutive
business days, the closing bid price of the Companys Common Stock
had been below $1.00 per share, the minimum closing bid price
required by the Rule.

In accordance with Listing Rule 5810(c)(3)(A), the Company has
been granted 180 calendar days, or until April 17, 2017, to
regain compliance with the Rule (the Compliance Period). To
regain compliance, the closing bid price of the Companys Common
Stock must be at least $1.00 per share for a minimum of 10
consecutive business days during the Compliance Period.

Effects of the Reverse Stock Split

Effective Date; Symbol; CUSIP Number.The Reverse Stock
Split becomes effective with NASDAQ and the Common Stock will
begin trading on a split-adjusted basis at the open of business
on the Effective Date. In connection with the Reverse Stock
Split, the CUSIP number for the Common Stock will change to
890260409.

Split Adjustment; Treatment of Fractional Shares. On the
Effective Date, the total number of shares of Common Stock held
by each stockholder of the Company will be converted
automatically into the number of shares of Common Stock equal to:
(i) the number of issued and outstanding shares of Common Stock
held by each such stockholder immediately prior to the Reverse
Stock Split divided by (ii) 10. The Company will issue one whole
share of the post-Reverse Stock Split Common Stock to any
stockholder who otherwise would have received a fractional share
as a result of the Reverse Stock Split, determined at the
beneficial owner level by share certificate. As a result, no
fractional shares will be issued in connection with the Reverse
Stock Split and no cash or other consideration will be paid in
connection with any fractional shares that would otherwise have
resulted from the Reverse Stock Split. The Company intends to
treat stockholders holding shares of Common Stock in street name
(that is, held through a bank, broker or other nominee) in the
same manner as stockholders of record whose shares of Common
Stock are registered in their names. Banks, brokers or other
nominees will be instructed to effect the Reverse Stock Split for
their beneficial holders holding shares of our Common Stock in
street name however, these banks, brokers or other nominees may
apply their own specific procedures for processing the Reverse
Stock Split.

Also on the Effective Date, all options, warrants and other
convertible securities of the Company outstanding immediately
prior to the Reverse Stock Split will be adjusted by dividing the
number of shares of Common Stock into which the options, warrants
and other convertible securities are exercisable or convertible
by 10 and multiplying the exercise or conversion price thereof by
10, all in accordance with the terms of the plans, agreements or
arrangements governing such options, warrants and other
convertible securities and subject to rounding to the nearest
whole share. Such proportional adjustments will also be made to
the number of shares and restricted stock units issued and
issuable under the Companys equity compensation plan.

Certificated and Non-Certificated Shares. Stockholders
who are holding their shares in electronic form at brokerage
firms do not need to take any action, as the effect of the
Reverse Stock Split will automatically be reflected in their
brokerage accounts.

Stockholders holding paper certificates may (but are not required
to) send the certificates to the Companys transfer agent and
registrar, VStock Transfer, LLC (VStock), at the address set
forth below. VStock will issue a new stock certificate reflecting
the Reverse Stock Split to each requesting stockholder. VStock
can be contacted at (212) 828-8436.

VStock Transfer, LLC

18 Lafayette Place

Woodmere, NY 11598

Nevada State Filing. The Company effected the Reverse
Stock Split to the Companys filing of a Certificate of Change
(the Certificate) with the Secretary of State of the State of
Nevada on March 13, 2017, in accordance with Nevada Revised
Statutes (NRS) Section 78.209. The Certificate will become
effective at 12:01 a.m. on the Effective Date. Under Nevada law,
no amendment to the Companys Articles of Incorporation is
required in connection with the Reverse Stock Split. A copy of
the Certificate is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.

No Stockholder Approval Required. Under Nevada law,
because the Reverse Stock Split was approved by the Board of
Directors of the Company in accordance with NRS Section 78.207,
no stockholder approval is required. to NRS Section 78.207, the
Company may effect the Reverse Stock Split without stockholder
approval if (i) both the number of authorized shares of the
Common Stock and the number of issued and outstanding shares of
the Common Stock are proportionally reduced as a result of the
Reverse Stock Split, (ii) the Reverse Stock Split does not
adversely affect any other class of stock of the Company and
(iii) the Company does not pay money or issue scrip to
stockholders who would otherwise be entitled to receive a
fractional share as a result of the Reverse Stock Split. As
described herein, the Reverse Stock Split complies with such
requirements.

Capitalization. The Company is currently authorized to
issue 150,000,000 shares of Common Stock. As a result of the
Reverse Stock Split, the Company will be authorized to issue
15,000,000 shares of Common Stock. As of March 16, 2017, there
were 41,088,592 shares of Common Stock outstanding. As a result
of the Reverse Stock Split, there will be approximately 4,108,860
shares of Common Stock outstanding (subject to adjustment due to
the effect of rounding fractional shares into whole shares). The
Reverse Stock Split will not have any effect on the stated par
value of the Common Stock.

The Reverse Stock Split does not affect the Companys authorized
preferred stock. There are no outstanding shares of the Companys
preferred stock. After the Reverse Stock Split, the Companys
authorized preferred Stock of 5,000,000 shares will remain
unchanged.

Immediately after the Reverse Stock Split, each stockholders
percentage ownership interest in the Company and proportional
voting power will remain virtually unchanged except for minor
changes and adjustments that will result from rounding fractional
shares into whole shares. The rights and privileges of the
holders of shares of Common Stock will be substantially
unaffected by the Reverse Stock Split.

The information set forth in Item 3.03 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 5.03.
A copy of the Certificate is filed as Exhibit 3.1 to this Current
Report on Form 8-K.

On March 16, 2017, the Company issued a press release announcing
the Reverse Stock Split. A copy of the press release is attached
hereto as Exhibit99.1 to this Current Report on Form8-K and is
incorporated herein by reference.

TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) Recent Trading Information

TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) closed its last trading session down -0.075 at 0.415 with 709,728 shares trading hands.