SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13D - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No. )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

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

*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 disclosures provided in a prior cover page.

The information required on 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 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).

Item 1(a).

Name of Issuer:

Tonix Pharmaceuticals Holding Corp. (the "Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

509 Madison Avenue, 306

New York, NY 10022

 

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value NIS $0.01 per share ("Common Stock")

Item 2(e).

CUSIP Number:

890260409

Item 3.

If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.

(a)

Amount beneficially owned:

As of the date hereof, Regals Fund directly owned 332,351 shares of Common Stock. Regals Management, as the investment manager of Regals Fund, may be deemed to beneficially own the shares of Common Stock owned directly by Regals Fund. Mr. Slager, as the managing member of the general partner of Regals Management, may be deemed to beneficially own the shares of Common Stock beneficially owned by Regals Management, in addition to the 98,168 shares of Common Stock he owns directly.

(b)

Percent of class:

The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 8,460,790 shares of Common Stock outstanding as of May 10, 2018, which is the total number of shares of Common Stock outstanding as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on May 11, 2018. As of the date hereof, each of Regals Fund and Regals Management may be deemed to have beneficially owned approximately 3.93% of the shares of Common Stock outstanding and Mr. Slager may be deemed to beneficially have owned approximately 5.09% of the shares of Common Stock outstanding.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Cover Pages Items 5-9.

(ii)

Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

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 on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit A.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

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.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

June 19, 2018

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock, par value NIS $0.01 per share, of Tonix Pharmaceuticals Holding Corp. dated as of June       , 2018 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.