SecProbe.io

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

May 17, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Attn: John Reynolds, Assistant Director

Division of Corporation Finance

Pamela Howell, Esq.

Shaz Niazi, Esq.

 Re: Tonix Pharmaceuticals Holding Corp.

Registration Statement on Form S-1

Filed April 26, 2012

File No. 333-180964

 Ladies and Gentlemen:

The following responses
address the comments of the reviewing staff of the Commission as set forth in a comment letter dated May 15, 2012 (the "Comment
Letter") relating to the Registration Statement on Form S-1 filed on April 26, 2012 (the "Registration Statement")
by Tonix Pharmaceuticals Holding Corp. (the “Company”). The numbers of the responses in this letter correspond to the
numbers of the staff’s comments as set forth in the Comment Letter.

Plan of Distribution, page 71

 1. We note your disclosure in the third paragraph of page 72 that certain selling stockholders are
deemed underwriters. Please revise 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.

Response:

The Company does not believe
that David J. Moss and the other selling shareholders that are affiliates of the Company are underwriters. Section 2(a)(11) of
the Securities Act of 1933, as amended, defines an underwriter as “any person who has purchased from an issuer with a view
to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect
participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such
undertaking.” There are several elements required for a person to be deemed an underwriter, and the failure of any element
would mean that such person is not an underwriter.

    Securities and Exchange Commission
May 17, 2012
Page 2
                                                                                                                                                                                          of  3

There are 11 selling stockholders
that are officers, directors, beneficially own more than 5% of the common stock of the Company or are affiliates thereof. Those
stockholders are Targent Pharmaceuticals, LLC, Lederman & Co., LLC, L & L Technologies, Inc., Lysander LLC, Ernest Mario,
Donald W. Landry, Eli Lederman, John Rhodes, Charles E. Mather IV, David Moss and Leland & Lauren Gershell (the “Selling
Stockholders”). The shares being registered by these Selling Stockholders only represent the shares of common stock, and
shares underlying warrants, which were acquired in the recent private placements. As such, they acquired the shares being registered
in an at-risk securities transaction just like the other selling stockholders, and not with a view to distribute or sell the securities
on behalf of the Company. No shares are being registered the Selling Stockholders that they received in the going public transaction
on October 7, 2011 or were owned or acquired prior to October 7, 2011. Therefore, these Selling Stockholders do not meet the definition
of an underwriter.

In addition, the shares being
registered by these Selling Stockholders would not constitute a primary offering on behalf of the issuer, for purposes of Rule
415. The total number of shares being registered by these Selling Stockholders is 1,566,700, which represents less than:

 · 5% of the total number of shares of common stock of the Company issued and outstanding;

 · 6% of the total number of shares of common stock of the Company issued and outstanding on October
7, 2011, upon completion of the reverse merger and related financing;

 · 10% of the total shares beneficially owned by the Selling Stockholders;

 · 11% of the total number of shares of common stock being registered on the registration statement;

 · 12% of the total number of shares of common stock of the Company issued and outstanding owned by
non-affiliates; and

 · 33% of the total number of shares of common stock of the Company issued and outstanding owned by
non-affiliates on October 7, 2011, upon completion of the reverse merger and related financing.

As a result, such a small number
of shares could not be construed as a primary offering on behalf of the Company, even under the most stringent of interpretations
by the Securities and Exchange Commission.

As well, of the 1,566,700 shares
being registered for the Selling Stockholders, 765,000, or 49%, are shares underlying warrants. The warrants contain a 4.99% blocker,
which means that such warrants cannot be exercised if the Selling Stockholders would own more than 4.99% of the Company’s
common stock after issuance. A majority of these warrants are owned by the Selling Stockholders that currently beneficially own
more than 4.99% of the Company’s common stock, so they are contractually restricted from exercising such warrants unless
and until they beneficially own less than 4.99% of the Company’s common stock. Such limitation further dilutes any argument
that the shares being registered for the Selling Stockholders is a primary offering on behalf of the Company, as a significant
number of such shares cannot be issued. In addition, the restrictions pursuant to Rule 144 for affiliates provides further restrictions
on any attempt to create a market on behalf of the Company.

    Securities and Exchange Commission
May 17, 2012
Page 3 of
                                                                                                                                                                                           3

Finally, we note that the Plan
of Distribution section contains the following language, to the extent that any of the selling stockholders might be construed
as an underwriter: “To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders
and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters”
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares
of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of
shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents,
any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions
or concessions allowed or re-allowed or paid to broker-dealers.”

For all of these reasons, the
Company disagrees that such selling stockholders should be identified as underwriters.

We trust that the foregoing
appropriately addresses the issues raised by your recent Letter of Comment. Thank you in advance for your prompt review and assistance.

Very truly yours,

/s/ SETH LEDERMAN

Seth Lederman

Chief Executive Officer

 Cc: Marc J. Ross, Esq.

Harvey Kesner, Esq.

James M. Turner, Esq.