TONIX PHARMACEUTICALS HOLDING CORP. CLOSES $10.5

Tonix Pharmaceuticals Holding Corp. 8-K

PHARMACEUTICALS HOLDING CORP. CLOSES $10.5 MILLION COMMON STOCK

REGISTERED DIRECT OFFERING

YORK, July 15, 2020 - TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ: TNXP) ("Tonix" or the "Company"),

a clinical-stage biopharmaceutical company, today announced the closing of its previously announced registered direct offering,

with gross proceeds of approximately $10.5 million before deducting fees and other estimated offering expenses.

Company sold 20,940,000 shares of common stock at $0.50 per share. Following the offering, the Company had an aggregate of 125,743,906

shares of common stock outstanding.

Global Partners acted as sole placement agent for the offering.

offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-224586) previously filed with

the U.S. Securities and Exchange Commission (the "SEC"). A final prospectus relating to the offering was filed with

the SEC on July 14, 2020 and is available on the SEC's website located at http://www.sec.gov. Electronic copies of the preliminary

prospectus and the final prospectus may be obtained, when available, by contacting A.G.P./Alliance Global Partners, 590 Madison

Avenue, 36th Floor, New York, NY 10022 or via telephone at 212-624-2006 or email: prospectus@allianceg.com.

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 Holding Corp.

is a clinical-stage biopharmaceutical company focused on discovering, licensing, acquiring and developing small molecules and

biologics to treat and prevent human disease and alleviate suffering. Tonix's portfolio is primarily composed of central

nervous system (CNS) and immunology product candidates. The immunology portfolio includes vaccines to prevent infectious diseases

and biologics to address immunosuppression, cancer and autoimmune diseases. The CNS portfolio includes both small molecules and

biologics to treat pain, neurologic, psychiatric and addiction conditions. Tonix's lead vaccine candidate, TNX-1800*, is

based on the horsepox viral vector platform to protect against COVID-19, primarily by eliciting a T cell response. Tonix expects

data from animal studies of TNX-1800 in the fourth quarter of this year. TNX-801*, live horsepox virus vaccine for percutaneous

administration, is in development to protect against smallpox and monkeypox and serves as the vector platform on which TNX-1800

is based. Tonix's lead CNS candidate, TNX-102 SL**, is in Phase 3 development for the management of fibromyalgia. The Company

expects results from an unblinded interim analysis in September 2020 and topline data in the fourth quarter of 2020. TNX-102

SL is also in development for agitation in Alzheimer's disease and alcohol use disorder (AUD). The agitation in Alzheimer's

disease program is Phase 2 ready with FDA Fast Track designation, and the development program for AUD is in the pre-Investigational

New Drug (IND) application stage. Tonix s programs for treating addiction conditions also include TNX-1300* (T172R/G173Q

double-mutant cocaine esterase 200 mg, i.v. solution), which is in Phase 2 development for the treatment of life-threatening cocaine

intoxication and has FDA Breakthrough Therapy designation. TNX-601 CR** (tianeptine oxalate controlled-release tablets) is another

CNS program, currently in Phase 1 development as a daytime treatment for depression while TNX-1900**, intranasal oxytocin, is

in development as a non-addictive treatment for migraine and cranio-facial pain. Tonix's preclinical pipeline includes TNX-1600**

(triple reuptake inhibitor) , a new molecular entity being developed as a treatment for PTSD; TNX-1500* (anti-CD154), a monoclonal

antibody being developed to prevent and treat organ transplant rejection and autoimmune conditions; and TNX-1700* (rTFF2), a biologic

being developed to treat gastric and pancreatic cancers.

TNX-801, TNX-1300, TNX-1500 and TNX-1700 are investigational new biologics and have not been approved for any indication.

SL, TNX-601 CR, TNX-1600 and TNX-1900 are investigational new drugs and have not been approved for any indication.

press release and further information about Tonix can be found at www.tonixpharma.com.

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

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 failure to obtain FDA clearances or approvals and noncompliance with FDA regulations; delays and uncertainties caused

by the global COVID-19 pandemic; 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, 2019, as filed with the Securities

and Exchange Commission (the "SEC") on March 24, 2020, 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.