Tonix Pharmaceuticals Holding Corp美股招股说明书(2025-12-29版)

615,025 Shares of Common StockPre-Funded Warrants to Purchase 615,025 Shares of Common Stock We are offering 615,025 shares of our common stock, par value $0.001 per share, or Common Stock, pursuant to thisprospectus supplement and the accompanying prospectus at an offering price of $16.26 per share. We are also offering to certain purchasers, in lieu of Common Stock, pre-funded warrants (the “Pre-Funded Warrants”) topurchase 615,025 shares of Common Stock. Each Pre-Funded Warrant will be exercisable for one share of Common Stock at anexercise price of $0.001 per share. The offering price for each such Pre-Funded Warrant is $16.259, which is equal to the price pershare of Common Stock sold in this offering, less the $0.001 per share exercise price of each such Pre-Funded Warrant. Each Pre- Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “TNXP.” On December 26, 2025,the last reported sale price of our Common Stock as reported on Nasdaq was $16.26 per share.There is no established public tradingmarket for the Pre-Funded Warrants and we do not expect a market to develop. We do not intend to apply for listing of the Pre-Funded Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully readthe discussion of material risks of investing in our securities under the heading “Risk Factors” beginning on page S-5 of this We have engaged TD Securities (USA) LLC to act as our sole placement agent in connection with this offering. Theplacement agent has agreed to use its reasonable best efforts to place the securities offered by this prospectus supplement. Theplacement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange thepurchase or sale of any specific number or dollar amount of securities. We have agreed to pay the placement agent the fees set forth in (1)We have agreed to pay the placement agent a cash fee of 6.0% of the gross proceeds from this offering. See “Plan of Distribution”beginning on page S-10 of this prospectus supplement for additional information with respect to the compensation we will pay the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any Delivery of the shares of Common Stock and Pre-Funded Warrants is expected to be made on or about December 30, 2025,subject to customary closing conditions. Sole Placement Agent TD Cowen PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTNOTE ON FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARY ABOUT THIS PROSPECTUSOUR BUSINESSRISK FACTORSDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-287965) that we filed with the U.S. Securities and Exchange Commission, or SEC, that the SEC declared effective on September 4,2025, utilizing a “shelf” registration process. This document is in two parts: (i) the prospectus supplement and (ii) the accompanyingprospectus. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, theaccompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to all partsof this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and theinformation contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, You should rely only on the information contained in this prospectus supplement or the accompanying prospectus, orincorporated by reference herein. We have not authorized, and the placement agent has not authorized, anyone to provide you withinformationthat is different. The information contained in this prospectus supplement or the accompanying prospectus,orincorporated by reference herein or therein is accurate only as of the respective dates thereof, regardless of the time of delivery of thisprospectus supplement and the accompanying prospectus or of any sale of our securities. It is important for you to read and consider We are offering to sell, and seeking offers