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

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-Funded Warrant will be exercisable upon issuance and will expire when exercised in full. This offering also relates to the shares ofCommon Stock issuable upon exercise of the Pre-Funded Warrants. 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-FundedWarrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity ofthe Pre-Funded Warrants will be limited. 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 thisprospectus supplement and the documents incorporated by reference herein, and on page 3 of the accompanying prospectus. 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 inthe table below and we will bear all costs associated with the offering. See “Plan of Distribution” on page S-10 of this prospectussupplement for more information regarding these arrangements. (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 theplacement agent. 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. Anyrepresentation to the contrary is a criminal offense. 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 The date of this prospectus supplement is December 29, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTNOTE ON FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIES WE ARE OFFERINGDIVIDEND POLICYPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSOUR BUSINESSRISK FACTORSDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSTHE SECURITIES WE MAY OFFERDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSFORMS OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCE 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 ex