13G Filing: Opaleye Management and Tonix Pharmaceuticals Holding Corp. (TNXP)

 

 

UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

SCHEDULE
13G

 

Under
the Securities Exchange Act of 1934

 

TONIX
PHARMACEUTICALS HOLDING CORP.

(Name
of Issuer)

 

Common
Shares

(Title
of Class of Securities)

 

890260409

(CUSIP
Number)

 

April
7, 2017

(Date
of Event Which Requires Filing of this Statement)

 

Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[  ]   Rule 13d-1(b)

 

[  ]   Rule 13d-1(c)

 

[  ]   Rule 13d-1(d)

 

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.

 

The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.

890260409

 

	NAMES OF REPORTING PERSONS
	Opaleye Management Inc.
1	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)    20-5648796
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   [  ]
2	(b)   [  ]
	SEC USE ONLY
3
	CITIZENSHIP OR PLACE OF ORGANIZATION
4	Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		SOLE VOTING POWER
	5	0
		SHARED VOTING POWER
	6	413,593
		SOLE DISPOSITIVE POWER
	7	0
		SHARED DISPOSITIVE POWER
	8	413,593

	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9	413,593
	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
10	[  ]
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11	5.52% (based on 7,486,026 common shares issued and outstanding as of April 13, 2017)
	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12	CO

 

 

CUSIP No.

890260409

 

	NAMES OF REPORTING PERSONS
1	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)      Opaleye, L.P.
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [  ]
2	(b) [  ]
	SEC USE ONLY
3
	CITIZENSHIP OR PLACE OF ORGANIZATION
4	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		SOLE VOTING POWER
	5	0
		SHARED VOTING POWER
	6	413,593
		SOLE DISPOSITIVE POWER
	7	0
		SHARED DISPOSITIVE POWER
	8	413,593

	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9	413,593
	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
10	[  ]
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11	5.52% (based on 7,486,026 common shares issued and outstanding as of April 13, 2017)
	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12	PN

 

 

CUSIP No.

890260409

 

	NAMES OF REPORTING PERSONS
1	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)      James Silverman
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   [  ]
2	(b)   [  ]
	SEC USE ONLY
3
	CITIZENSHIP OR PLACE OF ORGANIZATION
4	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		SOLE VOTING POWER
	5	0
		SHARED VOTING POWER
	6	413,593
		SOLE DISPOSITIVE POWER
	7	0
		SHARED DISPOSITIVE POWER
	8	413,593

	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9	413,593
	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
10	[  ]
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11	5.52% (based on 7,486,026 common shares issued and outstanding as of April 13, 2017)
	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12	IN

 

 

Item 1(a).		Name of Issuer:
		The name of the issuer is Tonix Pharmaceuticals Holding Corp. (the “Company”).
Item 1(b).		Address of Issuer’s Principal Executive Offices:
		The Company’s principal executive offices are located at 509 Madison Av, Suite 306, New York, NY 10022.
Item 2(a).		Name of Person Filing.
		This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons” with respect to the shares of common stock of the Company:
		Opaleye Fund
		Opaleye LP (the “Opaleye Fund”), a private fund formed in the state of Delaware.
		Investment Manager
		Opaleye Management Inc. (the “Investment Manager”), with respect to the shares of common stock held by the Opaleye Fund, a private fund to which the Investment Manager serves as investment manager.
		Reporting Individual
		Mr. James Silverman (the “Reporting Individual”), with respect to the shares of common stock held by the Opaleye Fund. Mr. Silverman is the President of the Investment Manager.
Item 2(b).		Address of Principal Business Office or, if None, Residence.
		One Boston Place, 26th Floor
		Boston, Massachusetts 02108
Item 2(c).		Citizenship.
		Citizenship is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
Item 2(d).		Title of Class of Securities.
		Common Stock, $0.001 par value
Item 2(e).		CUSIP Number.
		890260409

 

Item
3. Type of Person

 

Not
applicable.

 

 

Item
4. Ownership.

 

The
information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto
and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for
each Reporting Person is based on 7,486,026 common shares issued and outstanding as of April 13, 2017, as represented in the Company’s
Annual Report on Form 10-K.

 

The
Investment Manager, which serves as the investment manager to the Opaleye Fund, may be deemed to be the beneficial owner of all
shares of common stock held by the Opaleye Fund. The Reporting Individual, as President of the Investment Manager has the power
to exercise investment discretion on behalf of the Opaleye Fund, and as such, may be deemed to be the beneficial owner of all
shares of common stock held by the Opaleye Fund. The foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of shares of common stock owned by another Reporting Person. Each of the Investment
Manager and the Reporting Individual hereby disclaims any beneficial ownership of any shares of common stock.

 

Item
5. Ownership of Five Percent or Less of a Class.

 

Not
applicable.

 

Item
6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not
Applicable.

 

Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

 

Not
applicable.

 

Item
8. Identification and Classification of Members of the Group.

 

Not
applicable.

 

Item
9. Notice of Dissolution of Group.

 

Not
applicable.

 

Item
10. Certifications.

 

By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

 

After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.

 

Date: April 17, 2017	By:	/s/ James Silverman
		James Silverman
	Opaleye, L.P.
Date: April 17, 2017	By:	/s/ James Silverman
	Name:	James Silverman
	Title:	Managing Member of Opaleye
		GP LLC, the General Partner of
		Opaleye, L.P.
	Opaleye Management Inc.
Date: April 17, 2017	By:	/s/ James Silverman
	Name:	James Silverman
	Title:	President

 

JOINT
FILING AGREEMENT

 

This
Joint Filing Agreement, dated April 17, 2017, is entered into by and between Opaleye Management Inc., a Massachusetts corporation,
Opaleye, L.P., a Delaware limited partnership and James Silverman, an individual (collectively referred to herein as (the “Filers”).
Each of the Filers may be required to file with the U.S. Securities and Exchange Commission a statement on Schedule 13G with respect
to common stock, $0.001 par value, of Tonix Pharmaceuticals Holding Corp. beneficially owned by them from time to time. Pursuant
to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby
agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and
hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint
Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice
as the Filers may mutually agree.

 

DATED:
April 17, 2017

 

	By:	/s/ James Silverman
		James Silverman
	Opaleye, L.P.
	By:	/s/ James Silverman
	Name:	James Silverman
	Title:	Managing Member of
		Opaleye GP LLC, the General Partner
		of Opaleye, L.P.
	Opaleye Management Inc.
	By:	/s/ James Silverman
	Name:	James Silverman
	Title:	President