Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2020 Commission File Number 001-36019 TONIX PHARMACEUTICALS HOLDING CORP . Nevada ( Exact name of registrant as specified in its charter ) ( State or other jurisdiction of incorporation or organization ) 26 Main Street , Suite 101 Chatham , New Jersey ( Address of principal executive office ) ( 862 ) 904-8182 26-1434750 ( IRS Employer Identification No. ) ( Registrant's telephone number , including area code ) 07928 ( Zip Code ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , $ 0.001 par value Trading Symbol TNXP Name of each exchange on which registered The NASDAQ Stock Market LLC Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined by Rule 405 of the Securities Act . Yes ☐ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes □ No ☑ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No □ Indicate by check mark whether the registrant has submitted electronically on its corporate Web site , if any , every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 229.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑ No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , or a smaller reporting company . See definitions of “ large accelerated filer , ” “ accelerated filer ” and “ smaller reporting company ” in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer ☑ Accelerated filer □ Smaller reporting company Emerging growth company □ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . □ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No ☑ The aggregate market value of the voting common equity held by non - affiliates as of June 30 , 2020 , based on the closing sales price of the common stock as quoted on The NASDAQ Global Market was $ 63,913,845 . For purposes of this computation , all officers , directors , and 5 percent beneficial owners of the registrant are deemed to be affiliates . Such determination should not be deemed an admission that such directors , officers , or 5 percent beneficial owners are , in fact , affiliates of the registrant .