Copies to:

CALCULATION OF FILING FEE:

(1)   Estimated for purposes of calculating the amount of the filing fee only. The transaction is an offer to amend and exercise 21,549,510 warrants, each, as amended, to purchase four (4) shares of common stock or an aggregate of 86,198,040 shares (the “Offer to Amend and Exercise”), at an exercise price, as amended, of $0.50 per warrant ($0.125 per share), issued to investors participating in the Company’s private placement financing with respect to which a closing occurred on July 31, 2014 (the “Original Warrants”). The transaction value is calculated pursuant to Rule 0-11 using $0.176 per share, which represents the average of the high and low sales price of the common stock on October 25, 2016. 

(2)   Calculated by multiplying the transaction value by .0001159.

x     Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of a tender offer:  o

The alphabetical subsections used in the Item responses below correspond to the alphabetical subsections of the applicable items of Regulation M-A promulgated under the federal securities laws.

If applicable, check the appropriate box(es) below to designate the appropriate note provision(s):

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the tender offer statement on Schedule TO and the related exhibits included therein (the “Offering Materials”) originally filed by Enumeral Biomedical Holdings, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on October 28, 2016 (the “Schedule TO”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the Company’s offer to amend, upon the terms and subject to the conditions set forth in the Offering Materials, outstanding warrants to purchase an aggregate of 21,549,510 shares of common stock of the Company (the “Offer to Amend and Exercise”) at an exercise price of $2.00 per share (the “Original Warrants”), issued to investors participating in the Company’s private placement financing that closed on July 31, 2014 (the “PPO Unit Offering”). The Original Warrants of holders who elect to participate in the Offer to Amend and Exercise will be amended (the “Amended Warrants”) to: (i) receive four shares of common stock for each warrant exercised rather than one, (ii) reduce the exercise price to $0.50 per warrant in cash (or $0.125 per share); (iii) shorten the exercise period so that it expires concurrently with the expiration of the Offer to Amend and Exercise at 5:00 p.m. (Eastern Time) on November 29, 2016, as such expiration date may be extended by the Company in its sole discretion, or as required by applicable law (the “Expiration Date”), (iv) delete any price-based anti-dilution provisions; (v) restrict the ability of the holder of shares issuable upon exercise of the Amended Warrants to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of such shares without the prior written consent of the Company for a period of one hundred eighty (180) days after the Expiration Date (the “Lock-Up Period”); and (vi) provide that a holder, acting alone or with others, will agree not to effect any purchases or sales of any securities of the Company in any “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, or any type of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) or similar arrangements, or sales or other transactions through non-U.S. broker dealers or foreign regulated brokers through the expiration of the Lock-Up Period.

Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 amends and supplements only the items of the Schedule TO that are being amended and supplemented hereby, and unaffected items and exhibits in the Schedule TO are not included herein. This Amendment No. 1 should be read in conjunction with the Schedule TO and the related exhibits included therein, as the same may be further amended or supplemented hereafter and filed with the SEC. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Schedule TO.

Item 10.  FINANCIAL STATEMENTS .

This Amendment No. 1 amends and restates Item 10(a) of the Schedule TO as follows:

Item 13.      INFORMATION REQUIRED BY SCHEDULE 13E-3

Not Applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 10, 2016