Tonix Pharmaceuticals Holding Corp美股招股说明书(2025-11-21版)

Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated June 11, 2025, filed as a part of ourregistration statement on Form S-3 (File No. 333-282270) (the “Prior Prospectus”), and the prospectus, dated September 4, 2025, filedas part of our Registration Statement on Form S-3 (File No. 333-287965) (together with the Prior Prospectus, the “Prospectuses”).This prospectus supplement should be read in conjunction with the Prospectuses, and is qualified by reference thereto, except to theextent that the information herein amends or supersedes the information contained in the Prospectuses. This prospectus supplement is Under the Prior Prospectus, we registered up to an aggregate of $150,000,000 of our common stock, $0.001 par value per share, foroffer and sale pursuant to a Sales Agreement, dated June 11, 2025, as amended on November 21, 2025, or the Sales Agreement,between us and A.G.P./Alliance Global Partners. From June 11, 2025 through the date of this prospectus supplement, we sold anaggregate of 3,882,223 shares of our Common Stock, for an aggregate purchase price of $103.1 million under the Prior Prospectus. Asof the date of this prospectus supplement, we are increasing the aggregate amount of common stock that we are offering pursuant to Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any A.G.P. The date of this prospectus supplement is November 21, 2025.