Tonix Pharmaceuticals Announces Proposed Public Offering CHATHAM, N.J.

Tonix Pharmaceuticals Holding Corp. 8-K

Tonix Pharmaceuticals

Announces Proposed Public Offering

July 27, 2023 (GLOBE NEWSWIRE) -- Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP) ("Tonix" or the "Company"),

a biopharmaceutical company, today announced that it intends to offer and sell shares of its common stock (or common stock

equivalents in lieu thereof) and warrants to purchase shares of common stock in a public offering. All of the securities to be

sold in the offering are to be offered by Tonix. The offering is subject to market conditions, and there can be no assurance as

to whether or when the offering may be completed, or as to the actual size or terms of the offering.

to use the net proceeds from the offering for working capital and general corporate purposes, the build out of the Company's

manufacturing and research and development facilities, and the acquisition or licensing of approved products and products in development.

Global Partners is acting as lead placement agent for the offering.

Markets, a division of Arcadia Securities, LLC is acting as co-placement agent for the offering.

is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-254975) previously filed with the

U.S. Securities and Exchange Commission (the "SEC"). The offering will be made only by means of a prospectus supplement

and accompanying prospectus. The preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed

offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic

copies of the preliminary prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison

Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com. Before investing

in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and

the other documents that Tonix has filed with the SEC that are incorporated by reference in such prospectus supplement and the

accompanying prospectus, which provide more information about Tonix and such offering.

shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in

any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

Tonix Pharmaceuticals

Tonix is a biopharmaceutical

company focused on commercializing, developing, discovering and licensing therapeutics to treat and prevent human disease and alleviate

suffering. Tonix markets Zembrace SymTouch (sumatriptan injection) 3 mg and Tosymra (sumatriptan nasal spray) 10 mg. Zembrace

SymTouch and Tosymra are each indicated for the treatment of acute migraine with or without aura in adults. Tonix's development

portfolio is composed of central nervous system (CNS), rare disease, immunology and infectious disease product candidates. Tonix's

CNS development portfolio includes both small molecules and biologics to treat pain, neurologic, psychiatric and addiction conditions.

Tonix's lead CNS candidate, TNX-102 SL (cyclobenzaprine HCl sublingual tablet), is in mid-Phase 3 development for the management

of fibromyalgia, nearing complete enrollment in a potentially registration-enabling study with topline data expected in the fourth quarter

of 2023. TNX-102 SL is also being developed to treat Long COVID, a chronic post-acute COVID-19 condition. Enrollment in a Phase 2 proof-of-concept

study has been completed, and topline results are expected in the third quarter of 2023. TNX-601 ER (tianeptine hemioxalate extended-release

tablets), a once-daily formulation being developed as a treatment for major depressive disorder (MDD), is nearing complete enrollment

with topline results of a proof-of-concept study expected in the fourth quarter of 2023. TNX-4300 (estianeptine) is a small molecule oral

therapeutic in preclinical development to treat MDD, Alzheimer's disease and Parkinson's disease. TNX-1900 (intranasal potentiated

oxytocin), in development for chronic migraine, has completed enrollment with topline data expected in the fourth quarter of 2023. TNX-1300

(cocaine esterase) is a biologic designed to treat cocaine intoxication and has been granted Breakthrough Therapy designation by the FDA.

A Phase 2 study of TNX-1300 is expected to be initiated in the third quarter of 2023. Tonix's rare disease development portfolio

includes TNX-2900 (intranasal potentiated oxytocin) for the treatment of Prader-Willi syndrome. TNX-2900 has been granted Orphan Drug

designation by the FDA. Tonix's immunology development portfolio includes biologics to address organ transplant rejection, autoimmunity

and cancer, including TNX-1500, which is a humanized monoclonal antibody targeting CD40-ligand (CD40L or CD154) being developed for the

prevention of allograft rejection and for the treatment of autoimmune diseases. A Phase 1 study of TNX-1500 is expected to be initiated

in the third quarter of 2023. Tonix's infectious disease pipeline includes TNX-801, a vaccine in development to prevent smallpox

and mpox. TNX-801 also serves as the live virus vaccine platform or recombinant pox vaccine platform for other infectious diseases. The

infectious disease development portfolio also includes TNX-3900 and TNX-4000, classes of broad-spectrum small molecule oral antivirals.

* Tonix's product development

candidates are investigational new drugs or biologics and have not been approved for any indication.

has contracted to acquire the Zembrace SymTouch and Tosymra registered trademarks. Intravail is a registered trademark of Aegis

Therapeutics, LLC, a wholly owned subsidiary of Neurelis, Inc.

statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995

including those relating to the completion of the public offering, the timing and size of the public offering, the intended

use of proceeds from the public offering and other statement that are predictive in nature. These statements may be identified

by the use of forward-looking words such as "anticipate," "believe," "forecast," "estimate,"

"expect," and "intend," among others. These forward-looking statements are based on Tonix's current expectations

and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from

those indicated by such forward-looking statements. These factors include, but are not limited to, risks related to the failure

to obtain FDA clearances or approvals and noncompliance with FDA regulations; risks related to the failure to successfully market

any of our products; risks related to the timing and progress of clinical development of our product candidates; our need for additional

financing; uncertainties of patent protection and litigation; uncertainties of government or third party payor reimbursement; limited

research and development efforts and dependence upon third parties; and substantial competition. As with any pharmaceutical under

development, there are significant risks in the development, regulatory approval and commercialization of new products. Tonix does

not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth

in the Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the

"SEC") on March 13, 2023, and periodic reports filed with the SEC on or after the date thereof. All of Tonix's forward-looking

statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks

only as of the date thereof.