Material Agreement Form 8 K

On July 30, 2024, Tonix Pharmaceuticals Holding Corp. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with A.G.P./Alliance Global Partners ("A.G.P,"), as sales agent, pursuant to which the Company may offer and sell, from time to time, through A.G.P., up to $50.0 million of shares of its common stock, par value $0.001 per share (the "Common Stock").

The Company is not obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, A.G.P. will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market ("Nasdaq") to sell shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company's instructions in that notice, and the terms and conditions of the Sales Agreement generally, A.G.P. may sell the Common Stock by any method permitted by law deemed to be an "at the market offering" as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. A.G.P.'s obligations to sell shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.

The Company will pay A.G.P. a commission of 3.0% of the aggregate gross proceeds from each sale of shares and has agreed to provide A.G.P. with customary indemnification and contribution rights. The Company has also agreed to reimburse A.G.P. for certain specified expenses.

Thee shares of Common Stock will be offered and sold pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-266982) (the "Registration Statement") filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on August 19, 2022, and declared effective by the SEC on August 26, 2022, and the accompanying base prospectus included therein, as supplemented by the prospectus supplement, dated July 30, 2024, filed with the SEC.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached as an exhibit to the Registration Statement and incorporated by reference into this Item 1.01.

A copy of the legal opinion and consent of Brownstein Hyatt Farber Schreck, LLP relating to the shares of Common Stock being offered and sold pursuant to the Sales Agreement is attached hereto as Exhibit 5.01.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.