SecProbe.io

November 10, 2011
  Via E-mail

Seth Lederman President, Chief Executive Officer and Chairman Tonix Pharmaceuticals Holding Corp. 509 Madison Avenue, Suite 306 New York, New York 10022
Re: Tonix Pharmaceuticals Holding Corp.
 Current Report on Form 8-K
Filed October 14, 2011                 File No. 333-150149

Dear Mr. Lederman:

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing an amendment to your fili ng and the information you provide in response
to these comments, we may have additional comments.
Description of our Business, page 4

1. Your business description should address th e general development of your business for
the past three years.  For example, your co rporate overview should clearly explain your
relationship to each of the persons and entitie s referenced in that description.  Also,
expand your disclosure in this  section to describe clea rly the activit ies you have
undertaken to develop your products since in ception, including, for example, the research
and development activities described on pa ges 37 and 38, and why, for example, you do
not appear to have undertaken further stud ies on TNX-102 since th e Phase 2a study in
2001.
2. Please revise to clarify if and how the deve lopment studies, research and other necessary
activities you describe ar e being conducted by your employees, L&L Technologies,

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 2

 Lederman & Co, Pharmanet Canada or others.  Please describe any arrangements to share
responsibilities or desi gnate certain tasks as the responsibility of one  or a number of the
participating groups of persons.
3. We note the statement on your subsidiary’s webs ite that “[d]ue to th e competitive nature
of this business, Krele is not disclosing the assets it is de veloping or is considering adding
to its portfolio.”  With a view to clarifyi ng disclosure, advise us of any such assets.
4. Please clarify when you intend to undertak e the proposed studies you outline in this
section, and disclose in approximate quantit ative terms the material costs, if any,
associated with each of those studies.
5. Please revise to provide an overview, in  quantitative and qualita tive terms, summarizing
the approximate amount of time to reach comm ercialization for each of your principal
product candidates taking into account materi al factors such as re search and regulatory
approval.  Also, given the state of developm ent of your products, revise your disclosure
that appears to suggest you al ready create marketable products,  such as your disclosure
that  “We create new dose formulations” on page 4.
6. Please clarify the purpose of the licenses disc losed at the bottom of the second paragraph
in this section.
7. Please tell us why your business description doe s not appear to addres s the rights relating
to isometheptene mucate that you acquired from Lederman & Co. LLC pursuant to
Exhibit 10.7.
8. Please revise to reconcile the statement on page  six that “the therapeutic uses we target
are new uses for these active ingredients” w ith the disclosure that cyclobenzaprine is
widely used off-label to treat FM.
9. We note the statement on page seven th at “TNX-102, our most advanced product
candidate, is a bedtime pill.”  Your disclosure suggests that you currently have a manufactured pill.  Please revise to clar ify.  Also, it is unclear what you mean by
“advanced” and in what way TNX-102 is closer to commercialization than TNX-105.
Emerging Market Opportunity, page 10

10. Please revise to further clarify the nature of  the studies and findings  you identify in the
two bullet points on page 10.  For example, it is unclear what material elements made up
the study conducted by Caliper Life Sciences and when it was undertaken.  It is also
unclear what your basis is for the “findings” in the first bullet point.  Please disclose what
activities were undertaken, the nature of any analyses conduc ted on those results, and the
background of the individuals who c onducted the activitie s and analyses.
11. Similarly, we note the statemen t that “[o]ther compounds that  bind this receptor have
been shown to have effects in treating PTSD .”  It is unclear why you do not describe

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 3

 what effects the compound had and what studies  or institutions were  the source of the
observations that “have been shown.”  Please revise accordingly.
Drug Delivery Technology, page 11

12. Please describe the material terms of your ag reement with Lipocine, Inc. referenced in
the first paragraph.  Also, describe the re formulation work being undertaken by Lipocine
on your behalf.
13. Please provide an expanded description of the study referenced in  the second paragraph,
including the extent of the study, how the results were measured and when it was undertaken.
Intellectual Property, page 14

14. With a view to disclosure, please tell us which intellectual property disclosed on page 14
relates to TNX-201 that you disclose on page 37 was received from Lederman & Co. in
exchange for $295,500.  Please disclose the durat ion of material patents.  Also, given
your disclosure in the fourth paragraph on page 23 regarding licenses, please describe
your material patent licenses and file ma terial license agreements as exhibits.
Risk Factors, page 20
15. Please revise page 29 or where appropriate to further address “potentia l side effects.”  We
note, for example, the reference to advers e effects of cyclobenzaprine on slide 42 of
Exhibit 99.02.
16. Consider revising here or wher e appropriate to address any material risk related to the
assumption that there will be a significant ma rket-wide increase in the use of all muscle
relaxants for the treatment of FM.  We note slide 23 of Exhibit 99.02.
Risks related to our Stock, page 32
17. Please reconcile your disclosure that there ha s been a limited trading market here and in
the third risk factor on page 34 for your comm on stock with your disc losure in the first
paragraph on page 50.
Management’s Discussion and Analysis…, page 36
Results of Operations, page 37
18. Please quantify your research and development e xpenses that relate to analysis of Phase
2a clinical studies for TNX-102 and receptor binding studies and address whether these
costs increased or decreased rela tive to the prior fiscal period.

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 4

 19. Please revise the discussion of your peri od to period changes in research and
development and general and administrative expenses to clarify when the significant
activities were conducted by persons  or entities other than yo u, such as a contractor or
third party clinic.
Research and Development Expenses, page 38

20. Please clarify the nature of your  sleep study as referenced in this section.  For example, it
is unclear what individuals and facilities were involved.
Certain Relationships and Rela ted Transactions, page 39
21. Please expand your disclosure in this section to disclose the material terms of each of
your agreements with related pa rties.  We note, for example, the transactions referenced
on page F-16 or the Technology Transfer and Assignment Agreement, dated as of June 4,
2010, by and between Krele Pharmaceuticals, Inc. and Lederman & Co., LLC .
Financial Statements and Exhibits, page 55
22. Please tell us where you have filed as an e xhibit the agreement rega rding your lease of
property entered into on September 28, 2010.
23. We note that you indicate that confidential trea tment is requested for portions of Exhibits
10.09 and 10.10; however, it appears no request  for confidential treatment has been
submitted.  Please advise.
24. We note the reference on page four to “a study conducted by Frost & Sullivan on behalf
of Tonix.”  We also note the reference on page  10 to “studies conducted by a third party
that we engaged, Caliper Life Sciences.”  Please confirm, if true, that the Frost &
Sullivan study you reference is the only such study cited in your Form 8-K and that it is filed as Exhibit 99.02.  Also, please provide a copy of the Caliper Life Sciences study and
advise us of your understanding with respect to the applicab ility of Rule 436 to these
studies in the event you file  a registration statement.

Financial Statements as of and for th e Fiscal Years Ended December 31, 2010 and 2009

 Consolidated Statements of Operations, page F-3

 25. Please revise to present basic and dilu ted per-share amounts on the face of the
statements of operations for each period presented.  Refer to ASC 260-10-45-2.
 26. We note the undeclared cumulative divi dends on Preferred Stock of $148,735 (page
F-26), $78,211 (page F-13) and $32,000 (page F-13) at June 30, 2011, December 31, 2010 and December 31, 2009, respectively.   Please  tell us if the lo ss applicable to
common stock is materially different in qua ntitative terms from the reported net loss

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 5

 for each period presented and, if so, tell us how you considered the requirements of
SAB Topic 6.B.
 Notes to Consolidated Financial Statements, page F-6

 27. Please revise to include a reconciliation of  the numerators and the denominators of
the basic and diluted per-share computations.  Also revise to disclose the securities
that could potentially dilute basic EPS in the future that were not in included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented.  Refer to ASC 260-10-50-1.

 Note H – Income Taxes, page F-11

 28. Please revise to provide the unrecognized tax benefit disclosures required by ASC
740-10-50-15.
 Note L – Subsequent Events, page F-16

 29. Please disclose the date through which you ha ve evaluated subsequent events for the
annual and interim financial statements presen ted, and whether that date is either the
date the financial statements were issued or available to be issued.  Refer to ASC
855-10-50-1.
 Unaudited Pro Forma Condensed Combined Financial Statements, page F-31

 Unaudited Pro Forma Condensed Combined Stat ements of Operations for the Year Ended
December 31, 2010, page F-33
 30. Please revise to also present the historic al loss per share data for both Tonix and
Tamandare for the year ended December 31, 2010 and six months ended June 30, 2010.
 31. We note the weighted average shar es of 11,319,780 (page F-33) and 19,362,452
(page F-34) that were used in the computa tion of basic and diluted net loss per share
for the year ended December 31, 2010 and six months ended June 30, 2011,
respectively. Please supplementally provide us  with your calculation to arrive at the
pro forma weighted average shares outsta nding for each period.  Also tell us how
you considered the possible dilution of the pro forma per share data resulting from
the issuance of $1,625,000 of convertible de bentures concurrent with the Share
Exchange.  Refer to Rule 11- 02(b)(7) of Regulation S-X.
 32. We note in footnote (D) that you reflect the accelerated vest ing of 1,737,000 shares
of restricted stock as an adjustment to  your pro forma balance sheet on page F-32.
We further note in footnote (G) that you di d not give effect to the accelerated vesting

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 6

 of the 1,737,000 shares of restricted stock in  your calculation of pro forma basic and
diluted loss per common share.  Please revise  to reflect the accelerated vesting of the
1,737,000 shares in your calculation of pro fo rma basic and diluted loss per common
share, or explain to us w hy you believe that such pro fo rma effect is not required.
Refer to Rule 11-02(b)(7) of Regulation S-X.
 1. Share Exchange, page F-35

 33. We note that Tonix Shareholders received in exchange for all of their shares of
Tonix Common and Preferred Stock, an aggregate of 22,666,667 shares of
Tamandare’s Common Stock in the Octobe r 7, 2011 Share Exchange.  We further
note on page F-26 the undeclared cumula tive dividends on Preferred Stock of
$148,735 at June 30, 2011.  Please tell us and re vise to disclose how the undeclared
cumulative dividends were affected in the ex change.  To the extent that these will
remain undeclared cumulative dividends afte r the exchange, clearly disclose this in
the pro forma information.
 Note 2. Pro Forma Adjustments, page F-35

 34. We note in footnote (C) that you reflec t the issuance of $1,625,000 of debentures
concurrent with the Share Exchange, including the $500,000 of debentures which
were exchanged for the Tonix debentures  and the $40,000 deferred financing costs,
as adjustments to your pro forma balance shee t.  We further note in  footnote (H) that
“the debentures were not assumed to have been issued on January 1, 2010 and,
accordingly, no pro forma interest expens e is reflected in the accompanying pro
forma statements of operations.”  Please tell us how you considered Rule 11-02(b)(6)
of Regulation S-X to arrive at your conclusion to not refl ect the interest expense and
amortization of deferred financing costs rela ted to the debentures as adjustments to
your pro forma statements of operations.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 9A. Controls and Procedures, page 18

 35. We note that you did not disclose manageme nt’s conclusion on the effectiveness of
disclosure controls and procedures (“ DC&P”) as of December 31, 2010.  Please
confirm to us that you will disclose management’s conclusion on the effectiveness DC&P in all future filings on Form 10-K, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the
Exchange Act.  Refer to Item 307 of Regula tion S-K, and the instru ctions to Item 9A
of Form 10-K.

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 7

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.     In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Joanna Lam,  Staff Accountant, at (202)  551-3476 or John Archfield,
Senior Staff Accountant, at (202) 551-3315 if you have questi ons regarding comments on the
financial statements and related matters.  Please  contact Ruairi Regan, St aff Attorney, at (202)
551-3269 or James Lopez, Branch Chief, at  (202) 551-3536 with any other questions.

     S i n c e r e l y ,        / s /  J a m e s  L o p e z  ( f o r )        John Reynolds
Assistant Director
 cc: (via e-mail) Harvey Kesner, Esq.                          Sichenzia Ross Friedman Ference Anslow LLP