Tonix Pharmaceuticals Holding Corp.
For the period ended May 7, 2026. Filed Mar 30, 2026.
View on SEC.govAbout this filing
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 7, 2026 · Filed Mar 30, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
**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 |
(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 paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
200 Connel Drive, Suite 3001
**Berkeley Heights, NJ 07922
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 7, 2026, at 11:00 a.m. Eastern Time (the “Annual Meeting”). 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/2026 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 nine director nominees named in the Proxy Statement to hold office until the next annual meeting of shareholders; |
| 2. | The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To authorize the Company’s Board of Directors (the “Board”), in its discretion at any time within two years 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 number of reverse stock splits during such two-year period, and the exact ratio and timing of each such reverse stock split to be determined by the Company’s Board and included in a public announcement; |
| 4. | To approve the Tonix Pharmaceuticals Holding Corp. 2026 Stock Incentive Plan; 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 19, 2026, will be entitled to attend and vote at the Annual Meeting. The proxy materials will be furnished to shareholders on or about March 30, 2026.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to be held on Thursday, May 7, 2026:
Our proxy materials including this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2025 and the proxy card or voting instruction form are available on the Internet at: http://web.viewproxy.com/tonixpharma/2026. Under Securities and Exchange Commission (“SEC”) rules, we are providing access to our proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet.
BY ORDER OF THE BOARD OF DIRECTORS
Seth Lederman
Chief Executive Officer and Chairman of the Board of Directors
March 30, 2026
You are cordially invited to attend the Annual Meeting of shareholders via live webcast by registering athttp://web.viewproxy.com/tonixpharma/2026. 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 | 11 |
| Information about the Nominees | 11 |
| Board Independence | 13 |
| Board Leadership Structure | 13 |
| Board Role in Risk Oversight | 14 |
| Shareholder Communications with the Board | 14 |
| Meetings and Committees of the Board | 14 |
| Board Committees | 14 |
| Nomination of Directors | 16 |
| Code of Ethics | 17 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 |
| Review of the Company’s Audited Financial Statements for the Fiscal Year Ended December 31, 2025 | 18 |
| Fees Paid to Auditors | 18 |
| Pre-Approval Policies and Procedures | 19 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 20 |
| PROPOSAL NO. 3: APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL | 21 |
| PROPOSAL NO. 4: APPROVAL OF THE 2026 STOCK INCENTIVE PLAN | 28 |
| INFORMATION ABOUT THE EXECUTIVE OFFICERS | 37 |
| Executive Officers | 37 |
| Involvement in Certain Legal Proceedings | 38 |
| EXECUTIVE COMPENSATION | 39 |
| Compensation Philosophy and Practices | 39 |
| Summary Compensation Table | 40 |
| Grants of Plan-Based Awards in Fiscal 2025 | 40 |
| Outstanding Equity Awards at December 31, 2025 | 41 |
| Option Exercises and Stock Vested | 44 |
| Equity Compensation Plan Information | 44 |
| Employment Contracts and Termination of Employment and Change-In-Control Arrangements | 45 |
| Directors Compensation Table | 49 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 50 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 52 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 56 |
| PROPOSALS OF SHAREHOLDERS FOR THE 2027 ANNUAL MEETING | 57 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 57 |
| OTHER BUSINESS | 57 |
| Annex A | Tonix Pharmaceuticals Holding Corp. 2026 Stock Incentive Plan |
|---|
200 Connell Drive, Suite 3001
**Berkeley Heights, NJ 07922
Telephone: (862) 799-8599
**PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY MAY 7, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.