FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission file number: 001-36019 TONIX PHARMACEUTICALS HOLDING CORP. (Exact name of registrant as specified in its charter) 26-1434750(I.R.S. Employer Identification No.) Nevada(State or other jurisdiction of incorporation or organization) 200 Connell Drive, Suite 3100Berkeley Heights, New Jersey(Address of Principal Executive Offices) 07922(Zip Code) (862) 799-8599(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregisteredThe NASDAQ Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒. As of May 8, 2026, there were 15,940,801 shares of registrant’s common stock outstanding. TONIX PHARMACEUTICALS HOLDING CORP. INDEX PARTI.FINANCIAL INFORMATION ITEM 1.Financial Statements (unaudited)Condensed consolidated balance sheets as of March 31, 2026 and December 31, 20253Condensed consolidated statements of operations for the three months ended March 31, 2026 and20254Condensed consolidated statements of comprehensive loss for the three months ended March 31, 2026and 20255Condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2026and 20256-7Condensed consolidated statements of cash flows for the three months ended March 31, 2026 and20258Notes to condensed consolidated financial statements (unaudited)9-24ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25-32ITEM 3.Quantitative and Qualitative Disclosures about Market Risk33ITEM 4.Controls and Procedures33PARTII.OTHER INFORMATIONITEM 1.Legal Proceedings34ITEM 1A. Risk Factors34ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds34ITEM 3.Defaults Upon Senior Securities34ITEM 4.Mine Safety Disclosures34ITEM 5.Other Information34ITEM 6.Exhibits35SIGNATURES36 TONIX PHARMACEUTICALS HOLDING CORP.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In Thousands, Except Share and Per Share Amounts)(unaudited) TONIX PHARMACEUTICALS HOLDING CORP.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(In Thousands)(unaudited) Three Months EndedMarch 31,20262025Net loss$(40,194)$(16,829)Other comprehensive gain (loss):Foreign currency translation gain (loss)6(11)Total other comprehensive gain (loss)6(11)Comprehensive loss$(40,188)$(16,840) TONIX PHARMACEUTICALS HOLDING CORP.CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITYTHREE MONTHS ENDED MARCH 31, 2026(In Thousands, Except Share and Per Share Amounts)(unaudited) TONIX PHARMACEUTICALS HOLDING CORP.CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITYTHREE MONTHS ENDED MARCH 31, 2025(In Thousands, Except Share and Per Share Amounts)(unaudited) TONIX PHARMACEUTICALS HOLDING CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In Thousands)(unaudited) TONIX PHARMACEUTICALS HOLDING CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED) NOTE 1 – BUSINESS Tonix Pharmaceuticals (“Tonix” or the “Company”) is a fully-integrated biopharmaceutical company commercializing anddeveloping innovative therapies for central nervous system (“CNS”) disorders, infectious diseases, immunology, and rare diseases.Our portfolio consists of both commercial and development-stage programs




