Tonix Pharmaceuticals Announces Change in Independent Auditor: EisnerAmper Dismissed, PricewaterhouseCoopers Appointed

Key Points from the Report

• Date of Event: March 16, 2026
• Company: Tonix Pharmaceuticals Holding Corp. (NASDAQ: TNXP)
• Significant Change: Dismissal of EisnerAmper LLP as the Company’s independent registered public accounting firm.
• New Appointment: PricewaterhouseCoopers LLP (“PwC”) appointed as the new independent registered public accounting firm.
• Reason for Dismissal: No disagreements with EisnerAmper on accounting principles, practices, financial statement disclosure, or audit scope and procedures.
• Going Concern Issue: EisnerAmper’s report on the financial statements for the years ended December 31, 2025 and 2024 included a paragraph highlighting substantial doubt about the Company’s ability to continue as a going concern due to ongoing losses and negative cash flows from operations.
• Material Weaknesses Identified: In 2024, material weaknesses in internal controls over financial reporting were identified (and later remediated) concerning non-routine transactions, inventory realizability, and warrant reclassification.
• EisnerAmper’s Response: EisnerAmper has agreed with the statements made by the Company in this disclosure.
• Audit Committee Approval: The switch to PwC was approved by the Audit Committee of the Board of Directors.
• No Unresolved Issues with PwC: Prior to engagement, Tonix did not consult PwC on any accounting principles, auditing scope, or disagreements.

Important Information for Shareholders

• The change in auditor, especially to a “Big Four” firm like PwC, is significant and may impact investor confidence in the quality of financial reporting at Tonix Pharmaceuticals.
• The “going concern” warning in recent audit reports is a critical risk factor. Substantial doubt about the Company’s ability to continue as a going concern could affect the Company’s operational prospects and share price.
• Material weaknesses in internal controls, although remediated, signal past issues in financial oversight that investors should be aware of. Such weaknesses can have regulatory and financial ramifications.
• The Company asserts that there were no disagreements with EisnerAmper, and no restatements of financial statements were required as a result of the identified weaknesses.
• The seamless transition and audit committee approval may help reassure investors, but the underlying financial risks remain material.

Detailed Summary of the Event

On March 16, 2026, Tonix Pharmaceuticals Holding Corp., a biotechnology company listed on NASDAQ under the symbol TNXP, announced it has dismissed EisnerAmper LLP as its independent registered public accounting firm. Simultaneously, the Company appointed PricewaterhouseCoopers LLP (PwC), one of the world’s largest and most reputable accounting firms, as its new independent auditor for the fiscal year ending December 31, 2026, and for related interim periods.

The Company’s decision to make this change was approved by its Audit Committee. EisnerAmper’s reports for the last two fiscal years (2025 and 2024) included a “going concern” explanatory paragraph, citing Tonix’s continued losses and negative cash flows as raising substantial doubt about its ability to continue operating. This is a material risk that all shareholders should carefully consider, as it could have direct implications for the Company’s future and its stock price.

During the Company’s two most recent fiscal years and the interim period leading up to the change, Tonix reports there were no disagreements with EisnerAmper on any accounting principles, audit practices, or financial statement disclosures. There were also no “reportable events” as defined by SEC regulations, except for previously disclosed material weaknesses in internal controls. These weaknesses, which related to the accounting for complex transactions, management review procedures, and inventory realizability, were remediated by the end of 2024, and did not require any restatement of the Company’s financial statements.

EisnerAmper has reviewed the Company’s disclosure and agrees with its content regarding their engagement and termination. A copy of their letter has been filed as an exhibit to the Company’s current report.

The Company confirms it did not consult PwC prior to their engagement regarding accounting principles, auditing scope, or any potential disagreements, nor did it receive any written or oral advice from PwC that influenced its decision to change auditors.

Potential Impact on Share Value

The appointment of PwC may be viewed positively by the market as it signals a move to a globally recognized auditor, potentially improving investor confidence in the Company’s financial reporting. However, the underlying financial risks, particularly the ongoing “going concern” warning, may outweigh this positive development. Shareholders and potential investors should carefully monitor the Company’s financial disclosures and ongoing operational performance.

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