SecProbe.io

February 19 , 2013

Via E -mail
Mr. 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  January 25, 2013
  File No.  333-186223

Dear Mr. Lederman :

We have limited our review of your registration 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 believe 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 registration statement and the information you
provide in response to these  comments , we may have  additional comments.

1. We note that you are filing a combined prospectus pursuant to Rule 429 of Regulation C.
We further note that your prospectus does not appear to include all of the information that
currently would be required in a pros pectus relating to the offerings that it covers.  For
instance, your cover page and selling shareholder table do not appear to reflect your
previous offering (333 -180964).  Please revise accordingly.

2. Please revise to provide the interactive data required by Item 601(b)(101) of Regulation
S-K.

3. We note that you have not included all required undertakings in your filing.  In this
regard, we note that you have not provided the undertaking set forth in Item 512(a)(5)(ii)
of Regulation S -K.  Please revise to inc lude all relevant undertakings required by Item
512.

Seth Lederman
Tonix Pharmaceuticals Holding Corp.
February 1 9, 2013
Page 2

 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 applicab le 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.

Notwithstanding 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 authority, 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  Erin Wilson at (202) 551 -6047 or James Lopez at (202) 551 -3536  with any
other questions.

Sincerely,

 /s/ James Lopez (for)

 John Reynolds
Assistant Director