SecProbe.io

October 1 6, 2013

Via E -mail
Eric Richman
Chief Executive Officer
PharmAthene, Inc.
One Park Place, Suite 450
Annapolis, MD 21401

Re: PharmAthene, Inc.
  Registration Statement on Form S-4
Filed  September 9, 2013
  File No.  333-191055

Dear Mr. Richman :

We have reviewed your response letter dated October 11, 2013, and have the following
comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After revi ewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Risk Factors , page 35

1. We note your response to our prior comment 1 and proposed risk disclosure. Please als o
include in your risk disclosure the pre -merger amount of each company’s net operating
loss and tax credit carryforwards.  In addition, to the extent practicable, please quantify
the likely effect of the merger transaction on the pre -merger carryforwards arising from
the application of Sections 382 and 384.

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 and 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.

Mr. Eric Richman
PharmAthene, Inc.
October 1 6, 2013
Page 2

 Notwithstand ing our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated au thority, declare the
filing effective, it does not foreclose the Commission 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 their 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 review any amendment prior to the requested effective date of  the
registration statement.

Please contact Matthew Jones  at (202) 551 -3786, Dan Greenspan at (202) 551 -3623, or
me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Jeffrey Baumel
 Dentons US L LP
 1221 Avenue of the Americas
 New York, New York 10020 -1089