SecProbe.io

May 31 , 2013

Via Email
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  May 10 , 2013
  File No.  333-188547

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.
General
1. We note there are many blanks throughout your registration statement.  With your next
amendment, please include all the information which is not covered by  Securities Act
Rule 430A.
Calculation of Registration Fee
2. We note that the Series A Warrants which consist of a portion of your offered Units will
be immediately exercisable.  Please revise your registration fee table so that it reflects
payment for all immediately exercisable securities  includin g your warrants .  For
guidance, please refer to Securities Act Rules C&DI Question No. 240.05 available at
http://www.sec.gov/divisions/corpfin/guidance/securities actrules -interps.htm

Seth Lederman
Tonix Pharmaceuticals Holding Corp.
May 31 , 2013
Page 2

 3. Your disclosure on page 86 indicates that you are not registering the shares of common
stock issuable from time to time upon exercise of the Series A Warrants offered hereby.
Please tell us whether you are registering the conversion o f the Series A Warrants and
revise the disclosure throughout your  prospectus  to clarify .  If you do not intend to
register your Series A Warrants, please tell us the exemption from registration under the
Securities Act upon which you intend to rely for the  conversion and provide an analysis
of the applicability of that exemption to your offering.
Prospectus Cover Page
4. Please revise your prospectus cover page and you r plan of distribution to describe the
nature of your underwriting arrangement .  For e xample, given your disclosure on page 88
which states that your underwriters are offering the units subject to acceptance from you
and subject to prior sale, it is unclear whether you intend for your offering to be a firm
commitment.  Please include all of  the information required by Item s 501(b )(8) and 508
of Regulation S -K which is applicable to your offering.
5. We note your disclosure that on May 9, 2013, the last reported sale price of your common
stock was $10.00 per share.   Please update this disclosure  in future amendments to reflect
the most recently available price for your shares.
Risk Factors, page 9
Risks Related to Our Stock, page 27
6. We note your risk factor on page 27 regarding your limited trading market, and that you
have applied to list your shares on the NASDAQ Capital Market.  Please expand this risk
factor or include a separate risk factor describing the consequences should NASD AQ not
accept your shares for listing.
Use of Proceeds, page 33
7. We note your Calculation of Registration Fee  table implies that the proceeds from your
offering will be $12 million.  However, the disclosure within this section states that the
net proceeds of this offering may be less than $6 million.  Please revise or advise.  Ensure
your response is consistent with the type of underwriting arrangement you have selected
for your offering.
Undertakings, page II -6
8. Given that you are registering  warrants, the conversion of which may not take place
immediately, please provide the undertakings required by Item 512(a) of Regulation S -K.

Seth Lederman
Tonix Pharmaceuticals Holding Corp.
May 31 , 2013
Page 3

 Exhibits
9. Please file the form of your underwriting agreement with your next amendment.  Note we
will need time to review the document prior to the effectiveness of your registration
statement.

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 applicable 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.

Seth Lederman
Tonix Pharmaceuticals Holding Corp.
May 31 , 2013
Page 4

 Please contact Adam F. Turk  at (202) 551 -3657  or James Lopez  at (202) 551 -3536 with
any questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

cc:  Marc J. Ross
Sichenzia Ross Friedman Ference LLP