Tonix Pharmaceuticals Announces Pricing of $4.5 Million Public Offering
28 Setembro 2023 - 10:00PM
Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) (“Tonix” or the
“Company”), a biopharmaceutical company, today announced it
has entered into securities purchase agreements with healthcare
focused institutional investors for the purchase and sale of
9,000,000 shares of its common stock (or common stock equivalents
in lieu thereof) together with Series A warrants to purchase up to
an aggregate of 9,000,000 shares of common stock and Series B
warrants to purchase up to an aggregate of 9,000,000 shares of
common stock in a public offering at a combined offering price of
$0.50 per share (or common stock equivalents in lieu thereof) and
accompanying Series A and Series B warrant. The Series A and Series
B warrants will have an exercise price of $0.50 per share, will be
exercisable immediately, and will expire in five years and one
year, respectively. The closing of the public offering is expected
to take place on or about October 3, 2023, subject to the
satisfaction of customary closing conditions.
The gross proceeds of the offering will be
approximately $4.5 million before deducting placement agent fees
and other estimated offering expenses payable by the Company. The
Company intends to use the net proceeds from the offering for
working capital and general corporate purposes, the build out of
the Company’s manufacturing and research and development
facilities, and the acquisition or licensing of approved products
and products in development.
A.G.P./Alliance Global Partners is acting as
lead placement agent for the offering.
Brookline Capital Markets, a division of Arcadia
Securities, LLC is acting as co-placement agent for the
offering.
This offering is being made pursuant to an
effective shelf registration statement on Form S-3 (File No.
333-254975) previously filed with the U.S. Securities and Exchange
Commission (the “SEC”). The offering will be made only by means of
a prospectus supplement and accompanying base prospectus, as may be
further supplemented by any free writing prospectus and/or pricing
supplement that Tonix may file with the SEC. A preliminary
prospectus supplement and accompanying prospectus describing the
terms of the proposed offering have been filed with the SEC and are
available on the SEC’s website located at http://www.sec.gov.
Electronic copies of the final prospectus supplement may be
obtained, when available, from A.G.P./Alliance Global Partners, 590
Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at
(212) 624-2060, or by email at prospectus@allianceg.com. Before
investing in this offering, interested parties should read in their
entirety the prospectus supplement and the accompanying prospectus
and the other documents that Tonix has filed with the SEC that are
incorporated by reference in such prospectus supplement and the
accompanying prospectus, which provide more information about Tonix
and such offering.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Tonix Pharmaceuticals Holding
Corp.*
Tonix is a biopharmaceutical company focused on
commercializing, developing, discovering and licensing therapeutics
to treat and prevent human disease and alleviate suffering. Tonix
markets Zembrace® SymTouch® (sumatriptan injection) 3 mg
and Tosymra® (sumatriptan nasal spray) 10 mg. Zembrace
SymTouch and Tosymra are each indicated for the treatment of acute
migraine with or without aura in adults. Tonix’s development
portfolio is composed of central nervous system (CNS), rare
disease, immunology and infectious disease product candidates.
Tonix’s CNS development portfolio includes both small molecules and
biologics to treat pain, neurologic, psychiatric and addiction
conditions. Tonix’s lead CNS candidate, TNX-102 SL (cyclobenzaprine
HCl sublingual tablet), is in mid-Phase 3 development for the
management of fibromyalgia with topline data expected in the first
quarter of 2024. TNX-102 SL is also being developed to treat Long
COVID, a chronic post-acute COVID-19 condition. Enrollment in a
Phase 2 study has been completed, and topline results are expected
in the third quarter of 2023. TNX-601 ER (tianeptine hemioxalate
extended-release tablets), a once-daily formulation being developed
as a treatment for major depressive disorder (MDD), is also
currently enrolling with topline results expected in the first
quarter of 2024. TNX-4300 (estianeptine) is a small molecule oral
therapeutic in preclinical development to treat MDD, Alzheimer’s
disease and Parkinson’s disease. TNX-1900 (intranasal potentiated
oxytocin), in development for chronic migraine, is currently
enrolling with topline data expected in the fourth quarter of 2023.
TNX-1300 (cocaine esterase) is a biologic designed to treat cocaine
intoxication and has been granted Breakthrough Therapy designation
by the FDA. A Phase 2 study of TNX-1300 is expected to be initiated
in the third quarter of 2023. Tonix’s rare disease development
portfolio includes TNX-2900 (intranasal potentiated oxytocin) for
the treatment of Prader-Willi syndrome. TNX-2900 has been granted
Orphan Drug designation by the FDA. Tonix’s immunology development
portfolio includes biologics to address organ transplant rejection,
autoimmunity and cancer, including TNX-1500, which is a humanized
monoclonal antibody targeting CD40-ligand (CD40L or CD154) being
developed for the prevention of allograft rejection and for the
treatment of autoimmune diseases. A Phase 1 study of TNX-1500 is
expected to be initiated in the third quarter of 2023. Tonix’s
infectious disease pipeline includes TNX-801, a vaccine in
development to prevent smallpox and mpox. TNX-801 also serves as
the live virus vaccine platform or recombinant pox vaccine platform
for other infectious diseases. The infectious disease development
portfolio also includes TNX-3900 and TNX-4000, classes of
broad-spectrum small molecule oral antivirals.
* Tonix’s product development candidates are investigational new
drugs or biologics and have not been approved for any
indication.
Tonix Medicines has contracted to acquire the
Zembrace SymTouch and Tosymra registered trademarks. Intravail is a
registered trademark of Aegis Therapeutics, LLC, a wholly owned
subsidiary of Neurelis, Inc.
Forward Looking Statements
Certain statements in this press release are
forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995 including those relating to
the completion of the public offering, the satisfaction of
customary closing conditions, the intended use of proceeds from the
public offering and other statement that are predictive in nature.
These statements may be identified by the use of forward-looking
words such as “anticipate,” “believe,” “forecast,” “estimate,”
“expect,” and “intend,” among others. These forward-looking
statements are based on Tonix's current expectations and actual
results could differ materially. There are a number of factors that
could cause actual events to differ materially from those indicated
by such forward-looking statements. These factors include, but are
not limited to, risks related to the failure to obtain FDA
clearances or approvals and noncompliance with FDA regulations;
risks related to the failure to successfully market any of our
products; risks related to the timing and progress of clinical
development of our product candidates; our need for additional
financing; uncertainties of patent protection and litigation;
uncertainties of government or third party payor reimbursement;
limited research and development efforts and dependence upon third
parties; and substantial competition. As with any pharmaceutical
under development, there are significant risks in the development,
regulatory approval and commercialization of new products. Tonix
does not undertake an obligation to update or revise any
forward-looking statement. Investors should read the risk factors
set forth in the Annual Report on Form 10-K for the year ended
December 31, 2022, as filed with the Securities and Exchange
Commission (the “SEC”) on March 13, 2023, and periodic reports
filed with the SEC on or after the date thereof. All of Tonix's
forward-looking statements are expressly qualified by all such risk
factors and other cautionary statements. The information set forth
herein speaks only as of the date thereof.
Investor ContactJessica MorrisTonix
Pharmaceuticalsinvestor.relations@tonixpharma.com(862) 904-8182
Peter VozzoICR
Westwickepeter.vozzo@westwicke.com(443) 213-0505
Media ContactBen ShannonICR
Westwickeben.shannon@westwicke.com(919) 360-3039
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