SecProbe.io

January 10, 2012
  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/A
Filed December 27, 2011                 File No. 333-150149

Dear Mr. Lederman:

We have reviewed your amended filing and ha ve the following comments.  In some of
our comments, we may ask you to provide us wi th 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.
Business Overview, page 4

1. It appears that you have not provided the overview as to the anticipated timeline and
costs for each of your products to reach co mmercialization as you state in response to
prior comment 5.  Please provide such an ove rview as requested in our prior comment.
Ensure your revisions also addre ss your other principal products.
2. You continue to state in the first bullet point on page 5 and elsewhere that you believe the
therapeutic uses you target are new uses, notwithstanding your response to prior
comment 8.  Please revise .

Seth Lederman Tonix Pharmaceuticals Holding Corp. January 10, 2012 Page 2

 Drug Delivery Technology, page 11

3. We note your response to prior comment 12.  We may have further comment upon
resolution of your request for confidential treatment.
Intellectual Property, page 14
4. It remains unclear from your response to pr ior comment 14 whether there any patents or
patent applications relating to TNX-201 were  transferred to you by Lederman & Co.
Please clarify.  Also, please re vise the statement that “[w]e have been granted numerous
patent applications…” to clar ify (1) the extent to which you received patents or patent
applications as opposed to acquiring them from affiliates or other thir d parties and (2) the
difference between a patent and a patent application.
Risk Factors, page 20
5. Refer to prior comment 16.  It remains unc lear how you determined that there is no
material risk that the projected sales from 2015 to 2018 will not materialize.  Please address the risk that these sales will not materia lize in your risk factor disclosure or tell us
why you believe that such disc losure is not appropriate.
Financial Statements and Exhibits, page 55

6. We note that you filed a PDF format exhibi t in response to prior comment 22.  Please
note that unofficial PDF documents may not be submitted to EDGAR without their
official ASCII/HTML versions.  Refer to section 5.2.3 of Volume II of the EDGAR Filer
Manual for guidance.  Accordingly, please file an official version of Exhibit 10.20 in the
correct format.
7. Please address the final clause of prior comment 24, regarding Rule 436 .

 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

Seth Lederman Tonix Pharmaceuticals Holding Corp. January 10, 2012 Page 3

  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