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

 

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.