SecProbe.io

August 8 , 2014

Via E -mail
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-3
Filed  August 1, 2014
  File No.  333-197824

Dear Dr. Lederman :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  Where  you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After revi ewing any amendment to your registration statement and the information you
provide in response to the comment , we may have  additional comments.

General

1. Please provide an analysis of your eligibility to use Form S -3 for this offering  in your
corresponde nce.  If you are relying upon General Instruction I.B.6. of Form S -3, please
also revise the outside front cover of the prospectus to disclose the calculation of the
aggregate market value of your outstanding voting and non -voting common equity
pursuant to General Instruction I.B.6. and the amount of all securities offered pursuant to
General Instruction I.B.6. during the prior 12 calendar month period that ends on, and
includes, the date of the prospectus.

We urge all persons who are responsible for the ac curacy 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 rela ting to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Seth Lederman
Tonix Pharmaceuticals Holding Corp.
August 8 , 2014
Page 2

 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 fili ng;

 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 request s 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 Matthew Jones  at (202) 551 -3786, Dan Greenspan at (202) 551 -3623,  or
me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel  Greenspan  for

Jeffrey P. Riedler
Assistant Director

cc:  Marc J. Ross, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006