Tonix Pharmaceuticals Holding Corp.

For the period ended May 8, 2025. Filed Mar 31, 2025.

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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 8, 2025 · Filed Mar 31, 2025

TNXP$4.74+3.0%Stored close · as of Nov 6, 2026

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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

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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 Thursday, May 8, 2025, 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/2025 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, 2025;

3.	To authorize the Company’s Board of Directors (the “Board”), in its discretion at any time within one year after shareholder approval is obtained, to effect one or more reverse stock splits of the then-outstanding shares of the Company’s common stock, having an aggregate ratio of not less than one-for-two (1:2) and not greater than one-for-two-hundred-fifty (1:250), with the exact ratio, number and timing of the reverse stock splits to be determined by the Company’s Board and included in a public announcement (the “Reverse Stock Split Proposal”);
4.	To approve an amendment to the Company’s 2020 Stock Incentive Plan (the “Incentive Plan”) to increase the number of shares of Common Stock available for awards under the Incentive Plan by 1,000,000 shares (the “Amendment to the Incentive Plan Proposal”);
5.	To approve Tonix Pharmaceuticals Holding Corp. 2025 Employee Stock Purchase Plan;
6.	To approve, on an advisory basis, the compensation of the Company’s named executive officers;
7.	To approve, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation; and
8.	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 19, 2025, will be entitled to attend and vote at the meeting. The proxy materials will be furnished to shareholders on or about March 31, 2025.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on Thursday, May 8, 2025:

The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024 will be available at: http://web.viewproxy.com/tonixpharma/2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Seth Lederman

Seth Lederman

Chief Executive Officer and Chairman of the Board of Directors

March 31, 2025

You are cordially invited to attend the Annual Meeting of shareholders via live webcast by registering athttp://web.viewproxy.com/tonixpharma/2025. 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	4
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	5
PROPOSAL NO. 1: ELECTION OF DIRECTORS	9
Information about the Nominees	9
Board Diversity Matrix	13
Board Independence	10
Board Leadership Structure	10
Board Role in Risk Oversight	11
Shareholder Communications with the Board	11
Meetings and Committees of the Board	11
Board Committees	11
Nomination of Directors	12
Code of Ethics	13
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	14
Review of the Company’s Audited Financial Statements for the Fiscal Year Ended December 31, 2024	14
Fees Paid to Auditors	14
Pre-Approval Policies and Procedures	14
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	15
PROPOSAL NO. 3: APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL	16
PROPOSAL NO. 4: APPROVAL OF THE AMENDMENT TO 2020 STOCK INCENTIVE PLAN	21
PROPOSAL NO. 5: TONIX PHARMACEUTICALS HOLDING CORP. 2025 EMPLOYEE STOCK PURCHASE PLAN	27
PROPOSAL NO. 6: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	30
PROPOSAL NO. 7: ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION	31
INFORMATION ABOUT THE EXECUTIVE OFFICERS	32
Executive Officers	32
Involvement in Certain Legal Proceedings	32
EXECUTIVE COMPENSATION	34
Compensation Philosophy and Practices	34
Summary Compensation Table	34
Grants of Plan-Based Awards in Fiscal 2024	35
Outstanding Equity Awards at December 31, 2024	36
Option Exercises and Stock Vested	38
Equity Compensation Plan Information	38
Employment Contracts and Termination of Employment and Change-In-Control Arrangements	38
Directors Compensation Table	41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	42
PAY VERSUS PERFORMANCE DISCLOSURE	43
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	45
PROPOSALS OF SHAREHOLDERS FOR THE 2026 ANNUAL MEETING	46
OTHER BUSINESS	47

Annex A	Amendment to Tonix Pharmaceuticals Holding Corp. Amended and Restated 2020 Equity Incentive Plan
Annex B	Tonix Pharmaceuticals Holding Corp. 2025 Employee Stock Purchase Plan

26 Main Street, Suite 101

Chatham, New Jersey 07928

Telephone: (862) 799-8599

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY MAY 8, 2025

ContentsView on SEC.gov

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