SecProbe.io

May 15, 2012
 Via E-mail

Dr. Seth Lederman Chief Executive Officer Tonix Pharmaceuticals Holding Corp. 509 Madison Avenue, Suite 306 New York, New York 10022
Re: Tonix Pharmaceuticals Holding Corp.
  Registration Statement on Form S-1
Filed April 26, 2012
  File No. 333-180964

Dear Dr. Lederman:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

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

Plan of Distribution, page 71

1. We note your disclosure in the third pa ragraph of page 72 that certain selling
stockholders are deemed underwriters.  Please re vise this disclosure and under Plan of
Distribution on page seven to identify David J.  Moss and all the selling shareholders that
are affiliates of the company as underwriters  or provide your analysis as to why you
believe they are not underwriters.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Seth Lederman
Tonix Pharmaceuticals Holding Corp. May 15, 2012 Page 2

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Shaz Niazi at (202) 551-3121 or Pam Howell at (202) 551-3357 with any
questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director