TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On March 30, 2017, Tonix Pharmaceuticals Holding Corp. (the
Company) entered into an underwriting agreement (the Underwriting
Agreement) with Aegis Capital Corp., as representative (the
Representative) of the several underwriters (collectively, the
Underwriters), relating to the issuance and sale of 1,800,000
shares of the Companys common stock, par value $0.001 per share
(Common Stock). The public offering price for each share of
Common Stock is $4.45.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended (the Securities Act), other obligations of
the parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential
disclosures exchanged between the parties in connection with the
execution of the Underwriting Agreement.
The Underwriters will purchase the shares of Common Stock from
the Company at a price of $4.1385 per share, representing a 7%
discount from the public offering price. to the Underwriting
Agreement, subject to certain exceptions, the Company and the
Companys officers and directors agreed not to sell or otherwise
dispose of any of the Companys Common Stock held by them for a
period ending 90 days after the date of the Underwriting
Agreement, in each case, without first obtaining the written
consent of the Representative, subject to certain exceptions.
The Common Stock is being offered and sold to the Companys
effective shelf registration statement on FormS-3 and an
accompanying prospectus (Registration Statement No.333-197824)
filed with the Securities and Exchange Commission (the SEC) on
August 1, 2014 and declared effective by the SEC on August 15,
2014, and a preliminary and final prospectus supplement filed
with the SEC in connection with the Companys takedown relating to
the offering. A copy of the opinion of Sichenzia Ross Ference
Kesner LLP relating to the legality of the issuance and sale of
the shares of Common Stock in the offering is attached as
Exhibit5.1 hereto.
The net proceeds to the Company from the sale of the shares of
Common Stock is expected to be approximately $7.2million, after
deducting the underwriting discount and estimated offering
expenses payable by the Company, assuming no exercise by the
Underwriters of the 45-day (or as otherwise specified in the
Underwriting Agreement) option which the Company has granted the
Underwriters under the terms of the Underwriting Agreement to
purchase up to an additional 270,000 shares of Common Stock to
cover over-allotments, if any. The Underwriting Agreement is
filed as an exhibit to this report, and the description of the
terms of the Underwriting Agreement in this report is qualified
in its entirety by reference to such exhibit. The offering is
expected to close on or about April 4, 2017, subject to customary
closing conditions.
The foregoing description of the terms of the Underwriting
Agreement does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the Underwriting
Agreement, which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
| Item 8.01 | Other Events. |
On March 29, 2017, the Company issued a press release announcing
that it had commenced a proposed public offering of its Common
Stock. 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.
|
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On March 30, 2017, the Company issued a press release announcing
that it had priced the offering of its Common Stock. A copy of
the press release is attached hereto as Exhibit99.2 to this
Current Report on Form8-K and is incorporated herein by
reference.
Forward-Looking Statements
Certain statements in this Current Report on Form8-K are
forward-looking statements that involve a number of risks and
uncertainties.Such forward-looking statements include statements
about the expected settlement of the sale and purchase of
securities described herein and the Companys receipt of net
proceeds therefrom.For such statements, the Company claims the
protection of the Private Securities Litigation Reform Act of
1995.Actual events or results may differ materially from the
Companys expectations.Factors that could cause actual results to
differ materially from the forward-looking statements include,
but are not limited to, the Companys ability to satisfy
applicable closing conditions under the Underwriting
Agreement.Additional factors that could cause actual results to
differ materially from those stated or implied by the Companys
forward-looking statements are disclosed in the prospectus
supplement and accompanying prospectus and the Companys reports
filed with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 |
Underwriting Agreement, dated March 30, 2017, by and between Tonix Pharmaceuticals Holding Corp. and Aegis Capital Corp., as representative of the underwriters named on Schedule 1 thereto |
| 5.1 | Opinion of Sichenzia Ross Ference Kesner LLP |
| 23.1 |
Consent of Sichenzia Ross Ference Kesner LLP (included in Opinion of Sichenzia Ross Ference Kesner LLP filed as Exhibit5.1) |
| 99.1 |
Press Release, dated March 29, 2017, issued by Tonix Pharmaceuticals Holding Corp. |
| 99.2 |
Press Release, dated March 30, 2017, issued by Tonix Pharmaceuticals Holding Corp. |
|
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TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) Recent Trading Information
TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) closed its last trading session down -0.93 at 4.64 with 30,350,197 shares trading hands.