$TNXP
TONIX PHARMACEUTICALS HOLDING CORP.
509 Madison Avenue, Suite 1608
New York, New York 10022
Telephone: (212) 980-9155
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, AUGUST 28, 2020
INFORMATION CONCERNING THE SPECIAL MEETING
General
The enclosed proxy is solicited by the Board of Directors (the “Board”) of Tonix Pharmaceuticals Holding Corp. (the “Company”), for use at the Special Meeting of the Company’s shareholders to be held on August 28, 2020, at 11:00 a.m. Eastern Daylight Time and at any adjournments thereof. Whether or not you expect to attend the meeting, please vote your shares as promptly as possible to ensure that your vote is counted. The proxy materials will be furnished to shareholders on or about July 21, 2020.
Revocability of Proxy and Solicitation
Any shareholder executing a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy. Revocation may be made by attending the Special Meeting and voting the shares of stock, or by delivering to the Secretary of the Company at the principal office of the Company prior to the Special Meeting a written notice of revocation or a later-dated, properly executed proxy. Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal or electronic communications.
Record Date
Shareholders of record at the close of business on July 15, 2020 (the “Record Date”), will be entitled to receive notice of, attend and vote at the meeting.
Action to be Taken Under Proxy
Unless otherwise directed by the giver of the proxy, the persons named in the form of proxy, namely, Seth Lederman, our Chief Executive Officer, and Bradley Saenger, our Chief Financial Officer, or either one of them who acts, will vote:
? FOR approval of an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of the Company’s common stock authorized for issuance from 150,000,000 to 400,000,000 (Proposal No. 1 – the “Proposal to Increase Authorized Shares”); and
? According to their discretion, on the transaction of such other matters as may properly come before the meeting or any adjournment there.
Vote Required; Quorum; Broker Non-votes
As of July 20, 2020, there were 125,743,906 shares of common stock issued and outstanding, which constitutes all of the outstanding capital stock of the Company. Shareholders are entitled to one vote for each share of common stock held by them.
One-third (1/3) of the outstanding shares, or 41,914,636 shares, present in person by webcast or represented by proxy, will constitute a quorum at the meeting. For purposes of the quorum and the discussion below regarding the vote necessary to take shareholder action, shareholders of record who are present at the Special Meeting in person by webcast or by proxy and who abstain, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, are considered shareholders who are present and entitled to vote and are counted towards the quorum.
Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers. As used herein, “uninstructed shares” means shares held by a broker who has not received such instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that non-routine matter. The Proposal to Increase Authorized Shares is a routine matter that brokers are entitled to vote shares on without receiving instructions.
For approval of the Proposal to Increase Authorized Shares, the affirmative vote of the majority of the voting power of the shares issued and outstanding as of the Record Date is required for approval, and abstentions will have the same effect as a vote against this proposal.
