CHATHAM, N.J., June 22, 2022 (GLOBE NEWSWIRE) — Tonix Prescribed drugs Holding Corp. (Nasdaq: TNXP), a clinical-stage biopharmaceutical firm, as we speak introduced that it has entered right into a securities buy settlement with sure institutional traders to buy 2,500,000 shares of Collection A convertible redeemable most well-liked inventory and 500,000 shares of Collection B convertible redeemable most well-liked inventory. Every share of Collection A and Collection B most well-liked inventory has a purchase order worth of $9.50, representing an authentic problem low cost of 5{aaa84efcd05d20dc7d0e48929bb8fd8c8895020217096fb46d833d790411cbb9} of the $10.00 acknowledged worth of every share. Every share of Collection A and Collection B most well-liked inventory is convertible into shares of the Firm’s frequent inventory at an preliminary conversion worth of $4.00 per share. Shares of the Collection A and Collection B most well-liked inventory are convertible on the choice of the holder at any time following the Firm’s receipt of shareholder approval for a rise to the licensed shares of frequent inventory of the Firm from 50 million to 150 million. The Firm will probably be permitted to redeem the Collection A most well-liked inventory at its choice upon the success of sure circumstances and topic to sure limitations. The Firm and the holders of the Collection A and Collection B most well-liked inventory additionally entered right into a registration rights settlement to register the resale of the shares of frequent inventory issuable upon conversion of the Collection A and Collection B most well-liked inventory. Complete gross proceeds from the choices, earlier than deducting reductions, placement agent’s charges and different estimated providing bills, is $30 million.
The Collection A and Collection B most well-liked inventory permits the holders thereof to vote along with the holders of the Firm’s frequent inventory on a proposal to effectuate a rise to the licensed shares of frequent inventory of the Firm at a particular assembly of Firm shareholders. The Collection B most well-liked inventory permits the holder to solid 2,500 votes per share of Collection B most well-liked inventory on such proposal, offered, that such votes have to be solid in the identical proportions because the shares of frequent inventory and Collection A most well-liked inventory are voted on that proposal. Besides as required by legislation or expressly offered by the certificates of designation, holders of the Collection A and Collection B most well-liked inventory won’t be permitted to vote on every other issues. The holders of the Collection A and Collection B most well-liked inventory agreed to not switch, supply, promote, contract to promote, hypothecate, pledge or in any other case get rid of their shares of most well-liked inventory till after the particular assembly. The holders of the Collection A and Collection B most well-liked inventory have the suitable to require the Firm to redeem their shares of most well-liked inventory for money at 105{aaa84efcd05d20dc7d0e48929bb8fd8c8895020217096fb46d833d790411cbb9} of the acknowledged worth of such shares commencing after the sooner of (i) the date on which the Firm’s receives shareholder approval to extend the Firm’s licensed shares of frequent inventory or (ii) 60 days after the closing of the issuances of the Collection A and Collection B most well-liked inventory and ending 90 days after such closing. The Firm has the choice to redeem the Collection A most well-liked inventory for money at 105{aaa84efcd05d20dc7d0e48929bb8fd8c8895020217096fb46d833d790411cbb9} of the acknowledged worth commencing after the Firm’s shareholders’ approval of the rise to the licensed shares of frequent inventory of the Firm, topic to the holders’ rights to transform the shares previous to a redemption on the choice of the Firm.
The closing of the providing is anticipated to happen on or about June 24, 2022, topic to the satisfaction of customary closing circumstances. Extra info concerning the securities described above and the phrases of the providing are included in a Present Report on Kind 8-Ok to be filed with america Securities and Change Fee (“SEC”).
A.G.P./Alliance International Companions is performing as the only placement agent in reference to the providing.
The Collection A and Collection B most well-liked inventory and shares of frequent inventory into which these most well-liked shares are convertible are being issued in reliance upon the exemption from the securities registration afforded by Part 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 506 of Regulation D as promulgated by SEC underneath the 1933 Act.
This press launch shall not represent a suggestion to promote or a solicitation of a suggestion to purchase these securities, nor shall there be any sale of those securities in any state or different jurisdiction by which such supply, solicitation or sale could be illegal previous to the registration or qualification underneath the securities legal guidelines of any such state or different jurisdiction.
About Tonix Prescribed drugs Holding Corp.*
Tonix is a clinical-stage biopharmaceutical firm targeted on discovering, licensing, buying and growing therapeutics to deal with and forestall human illness and alleviate struggling. Tonix’s portfolio consists of central nervous system (CNS), uncommon illness, immunology and infectious illness product candidates. Tonix’s CNS portfolio contains each small molecules and biologics to deal with ache, neurologic, psychiatric and dependancy circumstances. Tonix’s lead CNS candidate, TNX-102 SL (cyclobenzaprine HCl sublingual pill), is in mid-Part 3 improvement for the administration of fibromyalgia with a brand new Part 3 examine launched within the second quarter of 2022 and interim knowledge anticipated within the first quarter of 2023. TNX-102 SL can also be being developed to deal with Lengthy COVID, a power post-acute COVID-19 situation. Tonix expects to provoke a Part 2 examine in Lengthy COVID within the third quarter of 2022. TNX-1300 (cocaine esterase) is a biologic designed to deal with cocaine intoxication that’s Part 2 prepared and has been granted Breakthrough Remedy Designation by the FDA. TNX-1900 (intranasal potentiated oxytocin), a small molecule in improvement for power migraine, is anticipated to enter the clinic with a Part 2 examine within the second half of 2022. Tonix’s uncommon illness portfolio contains TNX-2900 (intranasal potentiated oxytocin) for the remedy of Prader-Willi syndrome. TNX-2900 has been granted Orphan-Drug Designation by the FDA. Tonix’s immunology portfolio contains biologics to handle organ transplant rejection, autoimmunity and most cancers, together with TNX-1500 which is a humanized monoclonal antibody focusing on CD40-ligand being developed for the prevention of allograft and xenograft rejection and for the remedy of autoimmune ailments. A Part 1 examine of TNX-1500 is anticipated to be initiated within the second half of 2022. Tonix’s infectious illness pipeline consists of a vaccine in improvement to forestall monkeypox and smallpox known as TNX-801, next-generation vaccines to forestall COVID-19, and a platform to make totally human monoclonal antibodies to deal with COVID-19. Tonix’s lead vaccine candidates for COVID-19 are TNX-1840 and TNX-1850, that are stay virus vaccines based mostly on Tonix’s recombinant pox vector (RPV) stay virus vaccine platform.
*All of Tonix’s product candidates are investigational new medication or biologics and none have been permitted for any indication
This press launch and additional details about Tonix will be discovered at www.tonixpharma.com.
Ahead Wanting Statements
Sure statements on this press launch are forward-looking throughout the that means of the Non-public Securities Litigation Reform Act of 1995. These statements could also be recognized by means of forward-looking phrases comparable to “anticipate,” “imagine,” “forecast,” “estimate,” “anticipate,” and “intend,” amongst others. These forward-looking statements are based mostly on Tonix’s present expectations and precise outcomes might differ materially. There are a selection of things that would trigger precise occasions to vary materially from these indicated by such forward-looking statements. These components embrace, however should not restricted to, dangers associated to the failure to acquire FDA clearances or approvals and noncompliance with FDA rules; delays and uncertainties attributable to the worldwide COVID-19 pandemic; dangers associated to the timing and progress of scientific improvement of our product candidates; our want for extra financing; uncertainties of patent safety and litigation; uncertainties of presidency or third social gathering payor reimbursement; restricted analysis and improvement efforts and dependence upon third events; and substantial competitors. As with all pharmaceutical underneath improvement, there are important dangers within the improvement, regulatory approval and commercialization of latest merchandise. Tonix doesn’t undertake an obligation to replace or revise any forward-looking assertion. Traders ought to learn the chance components set forth within the Annual Report on Kind 10-Ok for the 12 months ended December 31, 2021, as filed with the Securities and Change Fee (the “SEC”) on March 14, 2022, and periodic reviews filed with the SEC on or after the date thereof. All of Tonix’s forward-looking statements are expressly certified by all such threat components and different cautionary statements. The knowledge set forth herein speaks solely as of the date thereof.
Contacts
Jessica Morris (company)
Tonix Prescribed drugs
[email protected]
(862) 799-8599
Olipriya Das, Ph.D. (media)
Russo Companions
[email protected]
(646) 942-5588
Peter Vozzo (traders)
ICR Westwicke
[email protected]
(443) 213-0505
