Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On January 16, 2020, the Tonix Pharmaceuticals Holding Corp. (the "Company") filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company's common stock from 15,000,000 to 150,000,000 shares (the "Charter Amendment").

As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by the Company's shareholders at a special meeting of shareholders held on January 16, 2020 (the "Special Meeting"). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.01 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company's shareholders approved three proposals at the Special Meeting. Shareholders representing 2,949,864 shares, or 73.36%, of the common shares outstanding as of the November 22, 2019 record date were represented at the Special Meeting by proxy. The proposals are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on December 13, 2019, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.





Proposal 1

The Company's shareholders approved an amendment to the Company's Articles of Incorporation, as amended, to increase the Company's authorized shares of common stock from 15,000,000 to 150,000,000, as set forth below:





Votes For    Votes Against   Abstentions   Broker Non-Votes
 2,195,306    728,402        26,156         N/A




Proposal 2

The Company's shareholders approved the Tonix Pharmaceuticals Holding Corp. 2020 Stock Incentive Plan, as set forth below:





Votes For    Votes Against   Abstentions   Broker Non-Votes
 1,051,221    293,951         14,959        1,589,733




Proposal 3

The Company's shareholders approved, for purposes of complying with applicable NASDAQ Listing Rules, the potential issuance and sale of 20% or more of the Company's common stock pursuant to the Company's purchase agreement with Lincoln Park Capital Fund LLC, pursuant to which Lincoln Park has agreed to purchase from the Company, from time to time, up to $15,000,000 of common stock, as set forth below:





Votes For    Votes Against   Abstentions   Broker Non-Votes
 1,140,926    212,233         6,972         1,589,733




Proposal 4

The Company's shareholders approved a proposal for the adjournment of the Special Meeting to solicit additional proxies, as set forth below:





Votes For    Votes Against   Abstentions   Broker Non-Votes
 1,127,115    215,945         17,071        1,589,733

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibit
         No.                                Description.

        3.01      Certificate of Amendment to Tonix Pharmaceuticals Holding
                  Corp.'s Articles of Incorporation, as amended, filed with the
                  Secretary of State of the State of Nevada on January 16, 2020

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