SecProbe.io

June 21, 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.
  Amended  Registration Statement on Form S-1
Filed  June 20 , 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 re sponse to these  comments, we may have  additional comments.

Underwriting, page 89
1. We continue to note your statement within this section that t he underwriters are offering
the units “subject to prior sale. ”  Please revise to clarify this feature of your plan of
distribution, consistent with your response to comment 4 of our letter dated May 31,
2013.  Also, please advise us if and where the “subject to prior sale” understanding is
addressed in the underwriting agreement .

Seth Lederman
Tonix Pharmaceuticals Holding Corp.
June 21, 2013
Page 2

 We urge all persons who are re sponsible 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
possessi on 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 registrati on 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 t o 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 effect iveness 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 acceler ation 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 Adam F. Tu rk 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