SecProbe.io

Mail Stop 4720
July 3 , 2016

Eric A. Rose, M.D.
Chairman and Chief Executive Officer
SIGA Technologies, Inc.
660 Madison Avenue , Suite 1700
New York, NY 10065

Re: SIGA Technologies, Inc.
Registration Statement on Form S-1
Filed June 6, 2016
  File No. 333-211866

Dear Dr. Rose :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Prospectus  Cover Page

1. Please r evise to prominently highlight  the current size of the PharmAthene Judg ment  and
the time frame in which you must satisfy  this obligation per your court confirmed
Chapter 11 bankruptcy plan .

2. Revise to highlight your disclosure on page s 6 and  34 that: “Ne ither the rights offering
nor the Debt Issuance will be consummated unless the Company determines in its sole
discretion that, upon consummation of both the rights offering and the Debt Issuance (or
through some other source of financing), the Company will  have sufficient cash to fully
pay the PharmAthene Judgment.”  Also clarify whe ther management can  waive this
condition.

Eric A. Rose, M.D.
SIGA Technologies, Inc.
July 3, 2016
Page 2

 3. Revise to prominently highlight the disclosure at the bottom of  page 14  concerning
potential total loss of investment, including cancellation of (i) all shares that stockholders
currently own and , if applicable,  (ii) all shares issued in this  subscription offering.

4. We refer to your representation in the third paragraph that it is your “current intent ion” to
terminate the rights offering if your stock holders do not subscribe for a specified
minimum number of shares.  We also refer to your disclosure on page 36 that the offering
is subject to the condition that stockholders subscribe for no less than a specified
aggregate dollar amount of new stock.  Please provide an analysis explaining whethe r
these representations comply with Rule 10b -9 given that your disclosure on page 36
indicates that you can unilaterally waive the specified aggregate dollar amount condition
or proceed with the offering notwithstanding failure to satis fy that condition.

5. Please revise to highlight  the escrow arrangem ents and their effect on investors.  Refer to
Regulation S -K, Item 501(b)(8) (iii).  In your discussion, clearly state  whether
subscriptions held in escrow could be used to satisfy the PharmAthene Judg ment .

About this Prospectus , page 4

6. You may not disclaim responsibility for the accuracy of the disclosures contain ed in your
prospectus.  Accordingly, please revise to remove the first clause  in the fourth  sentence
under this  heading.   Similarly , revise the third sentence under the next heading  on page 4
concerning modifica tions  or revisions of forward -looking statements.

Cautionary Note Regarding F orward -Looking Statements, page 4

7. Please revise to remove your disclosu re concerning the  safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 .  Refer to Section 27A(b)(1)(C)  of the
Securities Act .

Prospectus Summary

8. We refer to your disclosure in the thi rd bullet point on page 44.  Please add disclosure to
the Summary highlighting, if true, that the rights offering could close even if you elect to
satisfy the PharmAthene Judgment by: (i) by delivery to PharmAthene of 100% of
newly -issued your stock , with all existing shares of the Company’s c ommon stock being
cancelled with no distribution to existing stockhold ers, or (ii) such other treatment as is
mutually agreed upon by the Company and PharmAthene.   With reference to Section
4.3(b)(i) of the Bankruptcy Plan, disclose when you must notify PharmAthene of your
election and update future amendments , as applicable , to identify the chosen alternative .

9. Please revise the Summ ary to describe briefly  the PharmAthene Litigation , the Chapter
11 Case,  and your Plan of Reorganization.

Eric A. Rose, M.D.
SIGA Technologies, Inc.
July 3, 2016
Page 3

 10. We note your disclosure on pages 13 and F-26.  Please expand your disclosure to
highlight your indep endent registered public accounting firm’s doubt about your ability
to continue as a going concern and the size of your net capital deficiency  as of the most
recently completed fiscal quarter .

Conditionality of Completion of Rights Offering Upon Simultaneous Closing of a Debt Issuance,
page 6

11. Please expand your disclosure to provide a brief summary of the mate rial terms of the
debt issuance.

12. In light of your disclosure on page 36 indicating that you may waive unilaterally  the
condition or proceed with the offering even if the Debt Issuance were not satisfied,  please
tell us yo ur basis for characterizing and highlighting the Debt Issuance as a condition to
closing.

Use o f Proceed s, page 31

13. Please revise your disclosure to state the approximate amount intended to be used for
each stated  purpose.   Given the size of the PharmAthene Judgme nt relative to the
maximum offering size , please state the amounts and sources of such other funds needed
for each specified purpose and the sources thereof.  Refer  to Item 504 of Regulation S -K.

Determination of Offering Price, page 31

14. We note your sta tement that the prices at which the shares of common stock may actually
be sold will be determined by the prevailing public market price for shares of your
common stock.  This disclosure is inconsistent with your disclosure elsewhere in the
prospectus  that the purchase price of your shares will be fixed.  Please revise your
disclosure to reconcile these statements.

Capitalization, page 32

15. Given th at presumably a significant amount of the proceeds from your rights offering and
the associated debt issuance will be used to fund your obligation under the PharmAthene
judgment, please revise the transactions for which pro forma effect is given to include  the
payment of this obligation as it relates to the amount of pro forma cash you will have.

Simultaneous Debt Issuance, page 34

16. Please revise to identify the debt holder and file the debt agreement as an exhibit to the
registration statement.

Eric A. Rose, M.D.
SIGA Technologies, Inc.
July 3, 2016
Page 4

 Expiration of the Rights Offering; Extensions and Amendments, page 35

17. Please provide us an analysis explaining how your ability to extend the rights offering for
an unspecified duration complies with Exchange Act Rule 10b -9.

Over -Subscription Privilege, page 35

18. We note your reference here and elsewhere in the prospectus that the over -subscription
privilege is subject to stock ownership limitations.  Please revise to identify these
limitations.

Description of Common Stock, page 41

19. Please refer to Item 202(a) of Regulation S -K and revise to describe how the Bankru ptcy
Plan affects the rights of common stock holders .  For instance, and without limitation, we
note the fourth article of your charter  concerning the Bankruptcy  Plan.

Plan of Reorganization, page 44

20. We note your disclosure that prepetition unsecured claims, other than PharmAthene’s,
will be fully paid in cash .  Please revise  your disclosu re to include the amount of
prepetition claims that have been paid subsequent to March 31, 2016 and the am ount that
remains outstanding.

21. We re fer to the last bullet point under the heading.  Please revise to identify and briefly
explain the material covenant s and remedies provided in the Plan.

Certain Material U.S. Federal Income Tax Considerations , page 93

22. Please file a tax opinion pursuant to  Item 601(b)(8) of Regulation S -K or explain why
you believe one is not required  under the circumstances.  For guidance, r efer to Section
III.A.2 of Staff Legal Bulletin No. 19 (October 14, 2011).

23. Your discl osure on page 94 indicates that an investor ’s tax treatment  is predicated on the
assumption t hat the distribution of the rights is a non-taxable  distribution.   Accordingly,
please revise to state whether the  distribution of the rights is or is not a taxable
distribution .  With reference to the same sentence , revise the disclosure to clarify what
the tax consequences “are” rather than what “should generally be. ”  If counsel ’s opinion
is conditioned or qualifie d, then ensure  that such conditions and qualifications are
adequately described.   Refer to Regulation S K, Item 601(b)(8).

Eric A. Rose, M.D.
SIGA Technologies, Inc.
July 3, 2016
Page 5

 Notes to Consolidated Financial Statements

Note 3: Procurement Contract and Research Agreements

Procurement Contract, page F -30

24. Please demonstrate to us how the development and supportive activities have standalone
value from yo ur obligation to deliver courses of Tecovirimat to the U.S. Strategic
National Stockpile substantiating that these services are a separate unit of accounting
consistent with your revenue recognition policy on page F -27 and the guidance in ASC
605-25-25-5a.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company an d its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effectiv e date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commi ssion from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of th eir respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to r eview any amendment prior to the requested effective date of the
registration statement.

Eric A. Rose, M.D.
SIGA Technologies, Inc.
July 3, 2016
Page 6

 You may contact  Rolf Sundwall  at (202) 551 -3105 or Mark Brunhofer  at (202) 551 -3638
if you have questions regarding comments on the financial statements and rela ted matters.
Please contact Irene Paik at (202) 551 -6553 or Joseph McCann at (202) 551 -6262 with any other
questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  James A. Grayer, Esq. – Kramer Levin Naf talis & Frankel LLP