Tonix Pharmaceuticals Holding Corp
For the period ended May 22, 2024. Filed Apr 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2024 · Filed Apr 15, 2024
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DEF 14A 1 tonix-def14a_042224.htm DEFINITIVE PROXY STATEMENT
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
**SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
**TONIX PHARMACEUTICALS HOLDING CORP.
**(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
26 Main Street, Suite 101
Chatham, New Jersey 07928
Telephone: (862) 799-8599
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of the shareholders of Tonix Pharmaceuticals Holding Corp. (the “Company” or “Tonix”) will be held on Wednesday, May 22, 2024, at 11:00 a.m. Eastern Daylight Time. The Annual Meeting will be held via the internet. Shareholders will be able to listen, vote and ask questions regardless of location via the internet by registering athttp://web.viewproxy.com/tonixpharma/2024/ by using the control number included on your notice regarding the availability of proxy materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. You will not be able to attend the Annual Meeting in person. The Annual Meeting is being held for the purposes of:
| 1. | The election of the eight director nominees named in the Proxy Statement to hold office until the next annual meeting of shareholders; |
| 2. | The ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | The approval a proposal to authorize the Company’s Board of Directors (the “Board”), in its discretion at any time within one year after stockholder 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-fifty (1:50), with the exact ratio to be determined by the Company’s Board and included in a public announcement (the “Reverse Stock Split Proposal”); |
| 4. | To approve, for the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5635(d), the repricing of up to 6,950,000 Common Warrants issued August 2023, 8,900,000 Series A Warrants issued October 2023, 8,900,000 Series B Warrants issued October 2023, 34,824,328 Series C Warrants issued December 2023, and 34,824,328 Series D Warrants issued December 2023 (the “Warrant Repricing Proposal”); and |
| 5. | The consideration of any other matters that may properly come before the Annual Meeting. |
Only shareholders of record at the close of business on March 25, 2024, will be entitled to attend and vote at the meeting. The proxy materials will be furnished to shareholders on or about April 16, 2024
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to be held on May 22, 2024:
The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 will be available at: http://web.viewproxy.com/tonixpharma/2024/.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Seth Lederman
Seth Lederman
Chief Executive Officer and Chairman of the Board of Directors
April 15, 2024
You are cordially invited to attend the virtual Annual Meeting of stockholders via live webcast by registering athttp://web.viewproxy.com/tonixpharma/2024/. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote if you attend the virtual meeting via webcast. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION CONCERNING THE ANNUAL MEETING | 5 |
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 6 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 11 |
| Information about the Nominees | 11 |
| Board Diversity Matrix | 13 |
| Board Independence | 13 |
| Board Leadership Structure | 13 |
| Board Role in Risk Oversight | 14 |
| Stockholder Communications with the Board | 14 |
| Meetings and Committees of the Board | 14 |
| Board Committees | 14 |
| Nomination of Directors | 15 |
| Code of Ethics | 16 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| Review of the Company’s Audited Financial Statements for the Fiscal Year Ended December 31, 2023 | 17 |
| Fees Paid to Auditors | 17 |
| Pre-Approval Policies and Procedures | 17 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 18 |
| PROPOSAL NO. 3: APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL | 19 |
| PROPOSAL NO. 4 APPROVAL OF THE WARRANT REPRICING PROPOSAL | 25 |
| INFORMATION ABOUT THE EXECUTIVE OFFICERS | 28 |
| Executive Officers | 28 |
| Involvement in Certain Legal Proceedings | 28 |
| EXECUTIVE COMPENSATION | 30 |
| Compensation Philosophy and Practices | 30 |
| Summary Compensation Table | 31 |
| Grants of Plan-Based Awards in Fiscal 2023 | 31 |
| Outstanding Equity Awards at December 31, 2023 | 32 |
| Option Exercises and Stock Vested | 33 |
| Equity Compensation Plan Information | 33 |
| Employment Contracts and Termination of Employment and Change-In-Control Arrangements | 34 |
| Directors Compensation Table | 37 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 41 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 44 |
| PROPOSALS OF SHAREHOLDERS FOR THE 2025 ANNUAL MEETING | 45 |
| OTHER BUSINESS | 46 |
26 Main Street, Suite 101
Chatham, New Jersey 07928
Telephone: (862) 799-8599
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MAY 22, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.