--- title: "Tonix sets up programs to sell up to $150.0 million" url: "https://aibio.space/news/tonix-sets-up-programs-sell-up-150-0-million-75-0-million-stock/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-06-11" section: "Financings" tickers: "NASDAQ:TNXP" source: "https://www.sec.gov/Archives/edgar/data/1430306/000199937125007625/tnxp-8k.htm" summary: "Tonix set up two ways to sell new stock on June 11, 2025: up to $150.0 million through A.G.P./Alliance Global Partners and up to $75.0 million to Lincoln P" --- By the aibio.space news desk. Sources - [Tonix Pharmaceuticals Holding Corp. 8-K (2025-06-11)](https://www.sec.gov/Archives/edgar/data/1430306/000199937125007625/tnxp-8k.htm) - [tonix-424b5.htm](https://www.sec.gov/Archives/edgar/data/1430306/000199937125007627/tonix-424b5.htm) - [tonix-424b5.htm](https://www.sec.gov/Archives/edgar/data/1430306/000199937125007628/tonix-424b5.htm) - [Tonix Pharmaceuticals Holding Corp. 10-K (2025-03-18): business](https://www.sec.gov/Archives/edgar/data/1430306/000199937125002786/tnxp-10k_123124.htm) [TNXP](https://aibio.space/companies/tonix-pharmaceuticals/) 2025-06-11 # Tonix sets up programs to sell up to $150.0 million and $75.0 million of stock Tickers [TNXP](https://aibio.space/companies/tonix-pharmaceuticals/) Tonix set up two ways to sell new stock on June 11, 2025: up to $150.0 million through A.G.P./Alliance Global Partners and up to $75.0 million to Lincoln Park Capital Fund. Its lead drug has an FDA decision date of August 15, 2025. ## Key facts - **Company**: Tonix Pharmaceuticals Holding Corp. (NASDAQ: TNXP) - **News type**: Financings - **Primary source**: [Tonix Pharmaceuticals Holding Corp. 8-K (2025-06-11)](https://www.sec.gov/Archives/edgar/data/1430306/000199937125007625/tnxp-8k.htm) *A conference room set for a meeting. CC0, via rawpixel. The picture shows the field, not the companies named.* ## Two programs under one shelf Tonix Pharmaceuticals Holding Corp. signed two agreements on June 11, 2025 that let it sell common stock over time. Both use a shelf registration statement on Form S-3, which the SEC declared effective on September 30, 2024. The first is a sales agreement with A.G.P./Alliance Global Partners for up to $150.0 million of stock. A.G.P. sells shares in at-the-market offerings, at prevailing prices, when Tonix instructs it to. Tonix pays A.G.P. a commission of 3.0% of the aggregate gross proceeds from each sale. A.G.P. is not required to sell any specific number or dollar amount of shares. The legal opinion on the shares was given by Brownstein Hyatt Farber Schreck, LLP. The second is a purchase agreement with Lincoln Park Capital Fund, LLC for up to $75.0 million of newly issued shares. Tonix decides when to sell them, at its sole discretion. The new agreement replaces an earlier purchase agreement with Lincoln Park dated August 16, 2022. Tonix also issued Lincoln Park 48,708 commitment shares, and a separate supplement covers their resale. That supplement describes Lincoln Park as an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act. Brownstein Hyatt Farber Schreck, LLP, gave the opinion on these shares too. ## How the Lincoln Park purchases work Tonix can direct regular purchases of up to $500,000 of stock at a time, based on prevailing market prices. The limit rises to $750,000 if the stock closes at or above $30.00 and to $1,000,000 if it closes at or above $40.00. Tonix can also direct accelerated purchases and additional accelerated purchases. The filing sets no upper limit on the price Lincoln Park must pay. The last reported sale price before the filings was $39.20 a share, on June 9, 2025. That is above the $30.00 level but below the $40.00 level that would raise regular purchases to $1,000,000. The filings disagree on the listing. The 8-K lists the stock on the Nasdaq Capital Market, and the A.G.P. supplement says the same. The Lincoln Park supplement says the stock is quoted on the Nasdaq Global Market. Both give the symbol TNXP. ## The drugs behind the programs Tonix calls itself a fully integrated biotech company focused on pain management and vaccines, with a development portfolio centered on central nervous system disorders. Its priority is TNX-102 SL, a candidate for fibromyalgia. The company says it submitted a New Drug Application for that drug based on two statistically significant Phase 3 studies. It also says the FDA set a Prescription Drug User Fee Act goal date of August 15, 2025, for a decision on marketing authorization. The FDA has granted Fast Track designation to the drug. The supplements give no effect sizes for those two Phase 3 studies. The claim that they were statistically significant comes from the company, and the FDA decision is still ahead. TNX-102 SL is also being developed for acute stress reaction and acute stress disorder in a University of North Carolina study funded by the U.S. Department of Defense. Its infectious disease work includes TNX-801, a mpox and smallpox vaccine candidate, and TNX-4200, which has a contract with the Defense Threat Reduction Agency for up to $34 million over five years. ## Proceeds, dilution and limits Tonix estimates net proceeds of up to $145.2 million if it sells the full $150.0 million, and up to $74.7 million over about 36 months from Lincoln Park. It intends to use the money for working capital and general corporate purposes, and says management will have broad discretion. The A.G.P. supplement assumes sales of 3,826,530 shares at $39.20. On that basis, new investors would face immediate dilution of approximately $8.79 per share against a net tangible book value of approximately $26.21 per share at March 31, 2025. The Lincoln Park supplement assumes 1,913,265 shares and puts dilution at approximately $10.35 per share, on 6,877,816 shares outstanding at March 31, 2025. Without stockholder approval, Lincoln Park sales cannot exceed 1,470,703 shares, which is 19.99% of the shares outstanding on the date of the Purchase Agreement. Its risk summary says its ability to continue as a going concern will require additional financing. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story TNXP Tonix Pharmaceuticals Holding Corp. 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Cite as: aibio.space, "Tonix sets up programs to sell up to $150.0 million", 2025-06-11, https://aibio.space/news/tonix-sets-up-programs-sell-up-150-0-million-75-0-million-stock/