Tonix Pharmaceuticals Holding (TNXP) Form 4 Tonix Pharmaceuticals Holding / SETH LEDERMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEDERMAN SETH

(Last) (First) (Middle)

C/O TONIX PHARMACEUTICALS HOLDING CORP

26 MAIN STREET, SUITE 101

(Street)

CHATHAM NJ 07928

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tonix Pharmaceuticals Holding Corp. [ TNXP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value								5	D
Common Stock, $0.001 par value								1	I	By IRA Account
Common Stock, $0.001 par value								1	I	Lederman & Co.(1)
Common Stock, $0.001 par value	02/05/2025		J(2)		5.18	D	$3.38	5	D
Common Stock, $0.001 par value	02/05/2025		J(2)		0.22	D	$3.3	1	I	By IRA Account
Common Stock, $0.001 par value	02/05/2025		J(2)		1	D	$0.15	0	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$8.05	02/25/2025		A		123,958		02/25/2026(3)	02/25/2035	Common Stock	123,958	$0.00(4)	123,958	D
Stock Option	$10.0625	02/25/2025		A		123,958		02/25/2026(3)	02/25/2035	Common Stock	123,958	$0.00(4)	123,958	D

Explanation of Responses:

1. Reporting person may be deemed to be a control person of this entity.

2. Involuntary sale of fractional share following a reverse stock split of the Issuer's common stock.

3. One-third of the option vests on the first anniversary of issuance and 1/36th each month thereafter for 24 months.

4. The option was granted pursuant to the Issuer's Amended and Restated 2020 Stock Incentive Plan.

	/s/ Seth Lederman	02/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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