REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2022 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 25, 2022, between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between TONIX PHARMACEUTICALS HOLDING CORP. and as Representative of the Several Underwriters TONIX PHARMACEUTICALS HOLDING CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2020 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
The undersigned, Tonix Pharmaceuticals Holding Corp., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Tonix Pharmaceuticals Holding Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT TONIX PHARMACEUTICALS HOLDING CORP.Tonix Pharmaceuticals Holding Corp. • December 3rd, 2018 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on _____________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole reg
COMMON STOCK PURCHASE WARRANT TONIX PHARMACEUTICALS HOLDING CORP.Tonix Pharmaceuticals Holding Corp. • February 6th, 2020 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on _____________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole reg
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2019 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2019, by and between TONIX PHARMACEUTICALS HOLDING CORP., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PLEDGE AND SECURITY AGREEMENTSecurity Agreement • October 14th, 2011 • Tamandare Explorations Inc. • Metal mining • New York
This SECURITY AGREEMENT, dated as of October 7, 2011 (this “Agreement”), is among Tamandare Explorations Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Secured Convertible Debentures, in the original aggregate principal amount of up to $3,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
Tonix Pharmaceuticals Holding Corp. and VStock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of February ___, 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 6th, 2020 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of February __, 2020 (“Agreement”), between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2024 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2024, between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TONIX PHARMACEUTICALS HOLDING CORP. COMMON STOCK SALES AGREEMENTSales Agreement • April 28th, 2016 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
Tonix Pharmaceuticals Holding Corp. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
OF TONIX PHARMACEUTICALS HOLDING CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2019 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
The undersigned, Tonix Pharmaceuticals Holding Corp., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Tonix Pharmaceuticals Holding Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. (“Aegis”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2016 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC and National Securities Corporation, as underwriters (the “Underwriters,” or each, an “Underwriter”), an aggregate of 5,000,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has granted the Underwriters the option to purchase an aggregate of up to 750,000 shares (the “Option Shares”) of Common Stock as may be necessary to cover over-allotments made in connection with the offering. The Firm Shares and the Option Shares are collectively referred to as the “Securities”.
PURCHASE AGREEMENTPurchase Agreement • August 17th, 2022 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of August 16, 2022, by and between TONIX PHARMACEUTICALS HOLDING CORP., a Nevada corporation (the “Company”), LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Tonix Pharmaceuticals Holding Corp. and VStock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of December 11, 2018 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 11th, 2018 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of December 11, 2018 (“Agreement”), between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 25th, 2022 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2022, between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Tonix Pharmaceuticals Holding Corp. COMMON STOCK SALES AGREEMENTSales Agreement • April 8th, 2020 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2012 • Tonix Pharmaceuticals Holding Corp. • Metal mining
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ ___, 201_, among Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
PRIMARY COMMON STOCK PURCHASE WARRANT TONIX PHARMACEUTICALS HOLDING CORP.Tonix Pharmaceuticals Holding Corp. • November 14th, 2019 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on _____________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole reg
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2020 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2020, and is between Tonix Pharmaceuticals Holding Corp., a corporation incorporated under the laws of the state of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TONIX PHARMACEUTICALS HOLDING CORP. $9,500,000 COMMON STOCK SALES AGREEMENTTonix Pharmaceuticals Holding Corp. • May 1st, 2018 • Pharmaceutical preparations • New York
Tonix Pharmaceuticals Holding Corp. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2022 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2022, by and between TONIX PHARMACEUTICALS HOLDING CORP., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2021 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 8, 2021, and is between Tonix Pharmaceuticals Holding Corp., a corporation incorporated under the laws of the state of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TONIX PHARMACEUTICALS HOLDING CORP. $9,000,000 COMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • August 1st, 2017 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
Tonix Pharmaceuticals Holding Corp. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATETonix Pharmaceuticals Holding Corp. • December 27th, 2012 • Metal mining
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
Tonix Pharmaceuticals Holding Corp. 424B5Tonix Pharmaceuticals Holding Corp. • February 9th, 2021 • Pharmaceutical preparations • New York
FORM OF UNDERWRITER WARRANT]Tonix Pharmaceuticals Holding Corp. • June 20th, 2013 • Metal mining • New York
Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [INVESTOR NAME], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to purchase Common Stock (as defined below) (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________ (_____________)]1 fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1
TONIX PHARMACEUTICALS HOLDING CORP. 8-KTonix Pharmaceuticals Holding Corp. • March 29th, 2024 • Pharmaceutical preparations • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as sole placement agent, and Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, in connection with the proposed registered direct offering (the “Placement”) of securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) Series E warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually sold by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of Common Stock issuable upon the exercise of the Warrants shall be
PRIMARY COMMON STOCK PURCHASE WARRANT TONIX PHARMACEUTICALS HOLDING CORP.Tonix Pharmaceuticals Holding Corp. • November 15th, 2019 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on _____________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole reg
SUBSCRIPTION AGREEMENT FOR TAMANDARE EXPLORATIONS INC. ("Issuer" & "Company")Subscription Agreement • April 9th, 2008 • Tamandare Explorations Inc.
Tonix Pharmaceuticals Holding Corp. 8-KTonix Pharmaceuticals Holding Corp. • September 29th, 2023 • Pharmaceutical preparations • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (“A.G.P.”), as lead placement agent, and Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”) as co-placement agent (A.G.P. and Brookline are also referred to herein, collectively, as the “Placement Agents”), and Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agents shall serve as the placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed offering (the “Placement”) of securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) Series A warrants and Series B warrants to purchase Common Stock (collectively, the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warra
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATETonix Pharmaceuticals Holding Corp. • December 5th, 2012 • Metal mining
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 26th, 2021 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New Jersey
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated February 23, 2021 (the “Effective Date”) by and between Tonix Pharmaceuticals Holding Corp., a company incorporated under the laws of Nevada (the “Company”), and Jessica Morris, an individual (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2012 • Tonix Pharmaceuticals Holding Corp. • Metal mining • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of April 2, 2012 (the “Agreement Effective Date”), between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and Benjamin A. Selzer (the “Executive”).
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 11th, 2014 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations • New York
Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), up to an aggregate of 657,000 authorized but unissued shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company hereby confirms its agreement with Roth Capital Partners, LLC (the “Placement Agent”) to act as Placement Agent in accordance with the terms and conditions hereof.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 19th, 2014 • Tonix Pharmaceuticals Holding Corp. • Metal mining • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated March 19, 2014 (the “Effective Date”) by and between Tonix Pharmaceuticals Holding Corp., a company incorporated under the laws of Nevada (the “Company”), and Leland Gershell, an individual (the “Executive”) with reference to the following facts:
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].”Exclusive License Agreement • November 8th, 2019 • Tonix Pharmaceuticals Holding Corp. • Pharmaceutical preparations
This Agreement is dated September 19, 2019 (the “Effective Date”), and is between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and TONIX PHARMACEUTICALS, INC., a Delaware corporation (“Company” or “Tonix”). Columbia and Company agree as follows:
