Exhibit 10.25


 


AMENDMENT TO CONSULTING AGREEMENT


 


This Amendment to the Consulting Agreement
between Tonix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Lederman & Co., LLC (the
“Consultant”) dated as of June 4, 2010, as amended by the letter agreement dated December 9, 2010 (as so amended,
the “Agreement”), is dated as of March 30, 2012 (the “Amendment”).


 


WHEREAS, the parties hereto desire to amend
the terms of the Agreement as set forth below with retroactive effect to July 27, 2011.


 


NOW, THEREFORE, in consideration of the
premises and of the mutual consents and obligations hereinafter set forth, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.          Definitions.
Unless otherwise set forth in this Amendment, all capitalized terms shall have the meanings ascribed to them in the Agreement.


 


2.          Amendment.


 


2.1          Subsection
(b) of Section 3 of the Agreement is hereby deleted in its entirety and replaced by the following paragraph:


 


“In addition to the equity issued
in accordance with Section 3(a), except as otherwise provided below, from August 1, 2011 through the end of the Consulting Period,
the Consultant’s compensation shall be One Hundred Twenty-Seven Thousand Dollars ($127,000) per annum (the “Consulting
Fees”). Consulting Fees shall be payable in monthly installments. In the event, and upon the consummation of the PIPE
financing contemplated by the term sheet attached hereto as Exhibit A, the annual Consulting Fees shall be increased to Two Hundred
Fifty Thousand Dollars ($250,000).”


 


3.          Governing
Law. This Amendment shall be governed by and construed under the laws of the State of New York.


 


4.          Severability.
In the event one or more of the provisions of this Amendment should, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Amendment, and this
Amendment shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.


 


5.          Effect
of Amendment. This Amendment shall be deemed to have become effective as of July 27, 2011. The parties hereby agree and acknowledge
that except as provided in this Amendment, the Agreement remains in full force and effect and has not been modified or amended
in any other respect, it being the intention of the parties hereto that this Amendment and the Agreement be read, construed and
interpreted as one and the same instrument.


 






    	 



    	 	



    
 


6.          Counterparts.
This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in multiple counterparts,
each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


7.          Further
Assurances. In the event that any further action is necessary or desirable to carry out the purposes of this Amendment in a
manner consistent with this Amendment and the Agreement, each of the parties will take such further action as the requesting party
may reasonably request.


 


[Signature page follows.]


 






    	 



    	 	



    
 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of March 30, 2012.


 


 


	 	TONIX PHARMACEUTICALS, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ BENJAMIN SELZER
	 	 	Name:  Benjamin Selzer
	 	 	Title:
	 	 	 
	 	 	 
	 	LEDERMAN & CO., LLC
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ SETH LEDERMAN
	 	 	Name:  Seth Lederman
	 	 	Title:  Managing Member


 






    	 



    	 	



    
 


Exhibit A