TONIX PHARMACEUTICALS HOLDINGS CORP. PRICES $70M COMMON STOCK OFFERING PRICED AT-THE-MARKET

PHARMACEUTICALS HOLDING CORP. 8-K

TONIX PHARMACEUTICALS HOLDINGS CORP. PRICES

$70M COMMON STOCK OFFERING PRICED AT-THE-MARKET UNDER NASDAQ RULES

CHATHAM, NJ, February 8, 2021 - TONIX

PHARMACEUTICALS HOLDINGS CORP. (NASDAQ: TNXP) ("Tonix" or the "Company"), a clinical-stage biopharmaceutical

company, today announced it has entered into a securities purchase agreement with institutional investors for the purchase

and sale of 58,333,334 shares of common stock, par value $0.001 per share at an offering price of $1.20 per share, pursuant to

a registered direct offering, priced at-the-market under Nasdaq rules. The gross proceeds of the offering will be approximately

$70 million before deducting fees and other estimated offering expenses. The closing of the registered direct offering is expected

to take place on or about February 9, 2021, subject to the satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners is acting as

sole placement agent for the offering.

This offering was made pursuant to effective

shelf registration statements on Form S-3 (File No. 333-251500 and 333-237610)

previously filed with and declared effective by the U.S. Securities and Exchange Commission (the "SEC"). This

press release 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. A prospectus supplement relating to the shares of common stock

will be filed by Tonix with the SEC. When available, copies of the prospectus supplement, together with the accompanying

prospectuses, can be obtained at the SEC's website at www.sec.gov or from A.G.P./Alliance Global Partners, 590 Madison Avenue,

28th Floor, New York, New York 10022 or by email at prospectus@allianceg.com.

About Tonix Pharmaceuticals Holding Corp.

Tonix 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 CNS portfolio includes both small molecules and biologics to treat pain, neurologic, psychiatric

and addiction conditions. Tonix's lead CNS candidate, TNX-102 SL*, is in mid-Phase 3 development for the management of fibromyalgia,

and positive data on the RELIEF Phase 3 trial were recently reported. The Company expects interim data from a second Phase 3 study,

RALLY, in the second quarter of 2021** and topline data in the fourth quarter of 2021. The immunology portfolio includes vaccines

to prevent infectious diseases and biologics to address immunosuppression, cancer, and autoimmune diseases. Tonix's lead

vaccine candidate, TNX-1800***, is a live replicating vaccine based on the horsepox viral vector platform to protect against COVID-19,

primarily by eliciting a T cell response. Tonix expects efficacy data from animal studies of TNX-1800 in the first quarter of 2021.

TNX-801***, live horsepox virus vaccine for percutaneous administration, is in development to protect against smallpox and monkeypox.

*TNX-102 SL is an investigational

new drug and has not been approved for any indication.

** Pending submission

and agreement from FDA on statistical analysis plan.

***TNX-1800 and TNX-801 are investigational

new biologics and have not been approved for any indication.

This press release and further information

about Tonix can be found at www.tonixpharma.com.

Forward-Looking Statements

Certain 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, statements about the expected

closing of the offering; anticipated gross proceeds from the offering; 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; substantial competition and other risks and uncertainties detailed in Tonix's Annual

Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission ("SEC")

on March 24, 2020, as well as Tonix's subsequent periodic and current report filed with the SEC. 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 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.

Jessica Morris (corporate)

Tonix Pharmaceuticals

Olipriya Das, Ph.D. (media)

Peter Vozzo (investors)