SecProbe.io

CORRESP
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Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

February 21, 2013

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

    James Lopez, Esq.

    Erin Wilson, Esq.

    Re:

    Tonix Pharmaceuticals Holding Corp.

    Registration Statement on Form S-1

    Filed January 25, 2013

    File No. 333-186223

Ladies and Gentlemen:

The following responses
address the comments of the reviewing staff of the Commission as set forth in a comment letter dated February 19, 2013 (the "Comment
Letter") relating to the Registration Statement on Form S-1 filed on January 25, 2013 (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.

 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 prospectus 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.

Response:

We have revised our registration
statement, including our cover page and selling stockholder table to reflect the combined prospectus with the previous offering.
Attached hereto as Exhibit A are the marked changes we propose to make to reflect compliance with Rule 429 of Regulation
C. For ease of review, each marked section is included in its entirety and the page references for each section heading refer to
the page numbers in the Registration Statement. Please note, however, that as a result of the amount and extent of redlining makes
of the selling stockholder table and footnotes thereto from the integration of two sets of selling stockholders into one table,
we can only provide a clean copy of the combined selling stockholder table and footnotes.

Securities and Exchange Commission

February 21, 2013

Page 2 of 2

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

Response:

We will revise our registration
statement to file as exhibits the interactive data files required by Item 601(b)(101) of Regulation S-K. Attached hereto as Exhibit
B are the marked changes to the exhibit index list to show the inclusion of the interactive \data files.

 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 include all
relevant undertakings required by Item 512.

Response:

We have reviewed the undertakings
set forth in Item 512 of Regulation S-K, and believe that all required undertakings, including those set forth in Item 512(a)(5)(ii),
are included in our Registration Statement and no changes are required.

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.

EXHIBIT A

Calculation of Registration Fee and Prospectus
Cover Page (no page numbers)

CALCULATION OF REGISTRATION FEE

    Title of Each Class Of
Securities To Be Registered
    Amount To
Be
Registered
(1)
    Proposed
Maximum
Offering Price
Per Security
(2)
    Proposed
Maximum
Aggregate
Offering Price
    Amount Of
Registration
Fee

    Common Stock, $.001 par value
      8,904,167
    $ 0.50
    $ 4,452,083.50
    $ 607.26

    Common Stock, $.001 par value issuable upon exercise of warrants exercisable at $0.60 per share
      8,904,167
    $ 0.60
    $ 5,342,500.20
    $ 728.72

    Total
      17,808,334

    $ 9,794,583.70
    $ 1,335.98 (3)

    (1)
    Includes shares of our common stock, par value $0.001 per share, which may be offered pursuant to this registration statement, which shares are issuable upon exercise of warrants held by the selling stockholders. In addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon exercise of the warrants, as such number may be adjusted as a result of stock splits, stock dividends and similar transactions in accordance with Rule 416. The number of shares of common stock registered hereunder represents a good faith estimate by us of the number of shares of common stock issuable upon exercise of the warrants. For purposes of estimating the number of shares of common stock to be included in this registration statement, we calculated a good faith estimate of the number of shares of our common stock that we believe will be issuable upon exercise of the warrants to account for market fluctuations, and antidilution and price protection adjustments, respectively. Should the conversion ratio result in our having insufficient shares, we will not rely upon Rule 416, but will file a new registration statement to cover the resale of such additional shares should that become necessary. In addition, should a decrease in the exercise price as a result of an issuance or sale of shares below the then current market price, result in our having insufficient shares, we will not rely upon Rule 416, but will file a new registration statement to cover the resale of such additional shares should that become necessary.

    (2)
    Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(g) under the Securities Act of 1933, using the average of the high and low price as reported on the OTCQB on January 24, 2013, which was $0.50 per share.

    (3)
    Fee previously paid.

Pursuant
to Rule 429 promulgated under the Securities Act of 1933, the enclosed prospectus constitutes a combined prospectus also relating
to an aggregate of up to 14,543,807 shares of our common stock that were previously registered for sale in a Registration Statement
on Form S-1, Registration No. 333-180964. As such, this prospectus also constitutes post-effective amendment No. 1
to the Registration Statement on Form S-1, Registration No. 333-180964, which shall hereafter become effective concurrently with
the effectiveness of this Registration Statement on Form S-1 in accordance with Section 8(c) of the Securities Act of 1933.

The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.

    A-1

Explanatory
Note

Tonix
Pharmaceuticals Holding Corp. (the “Company”) previously filed a Registration Statement on Form S-1 (File No. 333-180964)
with the U.S. Securities and Exchange Commission (the “SEC”) on April 26, 2012, which was declared effective on June
6, 2012 (the “Prior Registration Statement”). The Prior Registration Statement registered up to 14,543,807 shares of
our common stock for resale by the selling stockholders named therein, including (a) 585,750 shares and warrants to purchase
275,000 shares issued to investors in our 2011 Financing (as hereinafter defined), (b) warrants to purchase 30,750 shares issued
to placement agents in connection with the 2011 Financing, (c) 6,592,765 shares and warrants to purchase 6,592,765 shares were
issued to investors in our March 2012 Financing (as hereinafter defined), and (d) warrants to purchase 466,777 shares issued to
a placement agent in connection with the 2012 March Financing.

Pursuant
to Rule429 under the Securities Act of 1933, the prospectus included in this Registration Statement is a combined prospectus and
also relates to 14,543,807 shares of common stock registered under the Prior Registration Statement. Accordingly, this Registration
Statement, which is a new registration statement, constitutes a Post-Effective Amendment to the Prior Registration Statement.
As such, this prospectus also constitutes post-effective amendment No.
1 to the Prior Registration Statement, which shall hereafter become effective concurrently with the effectiveness of this Registration
Statement on Form S-1 in accordance with Section 8(c) of the Securities Act of 1933.

This
new Registration Statement is being filed to register up to 17,808,334 shares (the “Additional Shares”) of our common
stock for resale by the selling stockholders named therein, including (a) 8,904,167 shares of common stock issued to investors
in our December 2012 Financing (as hereinafter defined) and (b) 8,904,167 shares of common stock issuable upon exercise of warrants
to purchase 8,904,167 shares issued to investors in our December 2012 Financing. Accordingly, the combined prospectus that is part
of this Registration Statement relates to (i)  the 14,543,807 shares of common stock from the Prior Registration Statement
and (ii) the 17,808,334 Additional Shares. None of the Additional Shares have been registered previously.

All
filing fees payable in connection with the Prior Registration Statement were previously paid at the time of the initial filing.
A registration fee in respect of the Additional Shares of our common stock being registered in this Registration Statement on Form
S-1 was paid in connection with the original filing of this Registration Statement on Form S-1.

    A-2

The information in this
prospectus is not complete and may be changed. The selling stockholders may not sell these securities under this prospectus
until the registration statement of which it is a part and filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY
25,MARCH [ ], 2013

PROSPECTUS

Up to 17,808,33432,352,141
Shares of Common Stock

This prospectus relates
to the offering by the selling stockholders of Tonix Pharmaceuticals Holding Corp. of up to 17,808,33432,352,141
shares of common stock, par value $0.001 per share. All of the shares of common stock offered by this prospectus are being
sold by the selling stockholders. These shares consist of (i) :

 · 585,750 shares of
common stock issued to investors in our 2011 Financing;

 · 275,000 shares of
common stock issuable upon exercise of warrants to purchase 275,000 shares issued to investors in our 2011 Financing;

 · 30,750 shares of common stock issuable upon exercise of warrants
to purchase 30,750 shares issued to placement agents in connection with our 2011 Financing;

 · 6,592,765 shares of
common stock issued to investors in our March 2012 Financing;

 · 6,592,765 shares of
common stock issuable upon exercise of warrants to purchase 6,592,765 shares issued to investors in our March 2012 Financing;

 · 466,777 shares of common stock issuable upon exercise of warrants
to purchase 466,777 shares issued to a placement agent in connection with our March 2012 Financing

 ·

8,904,167
shares of common stock issued to investors in our December 2012 Financing; and (ii)

 · 8,904,167 shares of common stock issuable upon exercise of warrants to purchase 8,904,167 shares
issued to investors in our December 2012 Financing.

The selling stockholders
have advised us that they will sell the shares of common stock from time to time in the open market, on the OTCQB, in privately
negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at prices related
to the prevailing market prices or at negotiated prices.

The selling stockholders
may sell the common shares to or through underwriters, brokers or dealers or directly to purchasers. Underwriters, brokers or dealers
may receive discounts, commissions or concessions from the selling stockholders, purchasers in connection with sales of the common
shares, or both. Additional information relating to the distribution of the common shares by the selling stockholders can be found
in this prospectus under the heading “Plan of Distribution.” If underwriters or dealers are involved in the sale of
any securities offered by this prospectus, their names, and any applicable purchase price, fee, commission or discount arrangement
between or among them, will be set forth, or will be calculable from the information set forth, in a supplement to this prospectus.
We will pay the expenses of registering these shares.

We will not receive
any proceeds from the sale of common stock by the selling stockholders. We will receive proceeds from the selling stockholders
from any exercise of their warrants on a cash basis.

    A-3

We are a reporting
company pursuant to Section 12(g) of the Securities Exchange Act of 1934, or the Exchange Act, and our common stock is traded on
the OTCQB under the symbol “TNXP”. On January
22,March [ ], 2013, the closing price of our common stock was $0.55.[
] per share.

Investing in our
common stock involves a high degree of risk. Before making any investment in our common stock, you should read and carefully
consider the risks described in this prospectus under “Risk Factors ” beginning on page 8 of this prospectus.

You should rely
only on the information contained in this prospectus or any prospectus supplement or amendment thereto. We have not authorized
anyone to provide you with different information.

Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated
      , 2013

    A-4

Prospectus Summary – The Offering (pages
6-7)

The Offering

    Common stock offered by the selling stockholders

Up to 17,808,33432,352,141 shares
of common stock, including the following:

-      8,904,16716,082,682
shares of common stock,

-      up to 305,750 shares of common
stock issuable upon the exercise of common stock purchase warrants at an exercise price of $1.00 per share (includes a good faith
estimate of the shares underlying warrants to account for antidilution protection adjustments);

-      up to 7,059,542 shares of
common stock issuable upon the exercise of common stock purchase warrants at an exercise price of $1.25 per share (includes a good
faith estimate of the shares underlying warrants to account for antidilution protection adjustments); and

        -      up
        to 8,904,167 shares of common stock issuable upon the exercise of class A common stock purchase warrants at an exercise price of
        $0.60 per share (includes a good faith estimate of the shares underlying warrants to account for antidilution protection adjustments).

    Common stock to be outstanding after the offering

Up to 52,086,76659,452,058
shares.

    Use of proceeds

    We will not receive any proceeds from the sale of the common stock. However, we will receive the exercise price of any common stock we sell to the selling stockholder upon exercise of the Class A Warrants. The Class A Warrants entitle the holder to exercise their warrants on a cashless basis under certain conditions. In the event that any selling stockholder exercises their Class A Warrants on a cashless basis, then we will not receive any proceeds from