SecProbe.io

CORRESP
 1
 filename1.htm

 Tonix
Pharmaceuticals Holding Corp.

 26
Main Street, Suite 101

 Chatham,
New Jersey 07928

 September
3, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Tonix
 Pharmaceuticals Holding Corp.

 Registration
 Statement on Form S-3 (File No. 333-287965)

 Filed
 on June 12, 2025

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. hereby requests that the above-referenced
Registration Statement (the " Registration Statement ") be declared effective by the Securities and Exchange Commission
at 4:30 p.m., Eastern Time, on September 4, 2025, or as soon as practicable thereafter.

 Please
call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with any questions.

 Very truly
 yours,

 TONIX PHARMACEUTICALS HOLDINGS CORP.

 By:
 /s/
 Bradley Saenger

 Name:
 Bradley Saenger

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 Tonix
Pharmaceuticals Holding Corp.

 26
Main Street, Suite 101

 Chatham,
New Jersey 07928

 September
3, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Tonix
 Pharmaceuticals Holding Corp.

 Registration
 Statement on Form S-3 (File No. 333-287965)

 Filed
 on June 12, 2025

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on August 29, 2025, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for September 3, 2025, at 4:00 p.m., Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date.

 Please
call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 with any questions.

 Very truly
 yours,

 TONIX PHARMACEUTICALS HOLDINGS CORP.

 By:
 /s/
 Bradley Saenger

 Name:
 Bradley Saenger

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 Tonix Pharmaceuticals
Holding Corp.

 26 Main Street, Suite 101

 Chatham, New Jersey 07928

 August 29, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Tonix Pharmaceuticals Holding Corp.

 Registration Statement on Form S-3 (File No. 333-287965)

 Filed on June 12, 2025

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. hereby requests that the above-referenced Registration
Statement (the " Registration Statement ") be declared effective by the Securities and Exchange Commission at 4:00 p.m.,
Eastern Time, on September 3, 2025, or as soon as practicable thereafter.

 Please call Irina Ishak of
Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with any questions.

 Very truly yours,

 TONIX PHARMACEUTICALS HOLDINGS CORP.

 By:
 /s/ Bradley Saenger

 Name:
 Bradley Saenger

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
26 Main Street, Suite 101
Chatham, NJ 07928

 Re: Tonix Pharmaceuticals Holding Corp.
 Registration Statement on Form S-3
 Filed June 12, 2025
 File No. 333-287965
Dear Seth Lederman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Steven M. Skolnick, Esq.
</TEXT>
</DOCUMENT>

September 26, 2024
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
26 Main Street, Suite 101
Chatham, New Jersey 07928
Re:Tonix Pharmaceuticals Holding Corp.
Registration Statement on Form S-3
Filed September 20, 2023
File No. 333-282270
Dear Seth Lederman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Irina Ishak, Esq.

CORRESP
1
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Tonix
Pharmaceuticals Holding Corp.

26
Main Street, Suite 101

Chatham,
New Jersey 07928

September
26, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Tonix
                                            Pharmaceuticals Holding Corp.

    Registration
                                            Statement on Form S-3 (File No. 333- 282270)

    Filed
                                            on September 20, 2024

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. hereby requests that the above-referenced
Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission
at 4:00 p.m., Eastern Time, on September 30, 2024, or as soon as practicable thereafter.

Please
call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with any questions.

  Very
truly yours,

  TONIX PHARMACEUTICALS HOLDINGS CORP.

  By:
  /s/ Bradley Saenger

  Name:
  Bradley Saenger

  Title:
  Chief Financial Officer

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

26 Main Street, Suite 101

Chatham, New Jersey 07928

August 24, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.
20549

 Re: Tonix Pharmaceuticals Holding Corp.

Registration Statement
on Form S-3 (File No. 333- 266982)

Filed on August 19, 2022

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. hereby requests that the above-referenced Registration Statement
(the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern
Time, on August 26, 2022, or as soon as practicable thereafter.

Please call Irina Ishak
of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    TONIX PHARMACEUTICALS HOLDINGS CORP.

    By:
    /s/ Bradley Saenger

    Name:
    Bradley Saenger

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
August 23, 2022
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
26 Main Street, Suite 101
Chatham, New Jersey 07928
Re:Tonix Pharmaceuticals Holding Corp.
Registration Statement on Form S-3
Filed August 19, 2022
File No. 333-266982
Dear Mr. Lederman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Lerner, Esq.

United States securities and exchange commission logo
June 29, 2021
Bradley Saenger
Chief Financial Officer
Tonix Pharmaceuticals Holding Corp.
26 Main Street, Suite 101
Chatham, New Jersey 07928
Re:Tonix Pharmaceuticals Holding Corp.
Form 10-K for the Year Ended December 31, 2020
Filed March 15, 2021
File No: 001-36019
Dear Mr. Saenger:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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June
25, 2021

VIA
EDGAR TRANSMISSION

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Washington,
D.C. 20549

Attention:
Sasha Parikh, Kevin Vaughn

  RE:
  Tonix Pharmaceuticals Holding Corp.

Dear
Ms. Parikh and Mr. Vaughn:

I
am writing on behalf of Tonix Pharmaceuticals Holding Corp. (the “Company”), in response to the letter from the Staff
of the Division of Corporation Finance (the “Staff”), of the U.S. Securities and Exchange Commission (the “Commission”),
dated June 14, 2021 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2020 (the “2020 10-K”). Set forth below is the Company’s response to the comment raised in
the Comment Letter. For the convenience of the Staff, the comment in the Comment Letter is reprinted in bold and is followed by the Company’s
response.

Unless
otherwise noted, the page numbers in the bold headings and the responses below refer to pages in the 2020 10-K. Capitalized terms used
but not defined herein have the meaning given to such terms in the 2020 10-K.

Form
10-K for the Year Ended December 31, 2020

Results
of Operations

Fiscal
year Ended December 31, 2020 Compared to Fiscal year Ended December 31, 2019

Research
and Development Expenses, page 85

1. You
                                            identify various factors here that led to the increase in your research and development expenses
                                            for the periods presented. Please provide us proposed disclosure to be provided in your future
                                            interim and annual periodic reports that quantifies each of the items identified that explains
                                            the changes in your research and development expenses from the prior periods.

Sasha
Parikh, Kevin Vaughn

June
25, 2021

Page
2

Response:
The Company respectfully acknowledges the Staff’s comment and will undertake to provide the following disclosure in its future
periodic reports filed with the Commission.

Research
and Development Expenses.

Research
and development expenses for the [period] ended [date] were $xx million, an increase/decrease of $xx million, or xx%, from $xx million
for the [period] ended [date]. R&D expenses increased/decreased mainly due to [acquisition/licensure of [●] for $xx million;
higher/lower clinical development expenses of approximately $xx million, higher/lower nonclinical expenses of approximately $xx million;
higher/lower manufacturing expenses of $xx million and higher/lower employee compensation of approximately $xx million. We expect R&D
expenses to increase/decrease during [period] as we move our clinical development programs forward and continue to invest in our development
pipeline.

Management's
Discussion and Analysis of Financial Condition and Results of Operations

Critical
Accounting Policies and Estimates

Research
and Development, page 95

2. Please
                                            disclose the costs incurred during each period presented for each of your key research and
                                            development projects. If you do not track your research and development costs by project,
                                            please disclose that fact and explain why you do not maintain and evaluate research and development
                                            costs by project. Provide other quantitative or qualitative disclosure that provides more
                                            transparency as to the type of research and development expenses incurred (i.e. by nature
                                            or type of expense) which should reconcile to total research and development expense on the
                                            Consolidated Statements of Operations.

Response:
The Company respectfully acknowledges the Staff’s comment and will undertake to provide the following disclosure in its future
periodic reports filed with the Commission.

Research
and Development. We outsource our research and development efforts and expense the related costs as incurred, including the cost
of manufacturing products for testing, licensing fees and costs associated with planning and conducting clinical trials. The value ascribed
to patents and other intellectual property acquired was expensed as research and development costs, as it related to particular research
and development projects and had no alternative future uses.

The
table below summarizes our direct research and development expenses for our product candidates and development platform for the years
ended December 31, [●] and [●].

Sasha
Parikh, Kevin Vaughn

June
25, 2021

Page
3

    Years Ended
    December 31,

    (in
    thousands)

      [●]

      [●]
      Change

    Research and development expenses:

    Direct expenses
    – TNX -102 SL

    $ xxxx

    $ xxxx
    $ xxxx

    Direct expenses – TNX
    - 1800

      xxxx

      xxxx
      xxxx

    Direct expenses – Other

      xxxx

      xxxx
      xxxx

    Internal
    staffing, overhead and other

      xxxx

      xxxx
      xxxx

    Total
    research & development

    $ xxxx

    $ xxxx
    $ xxxx

Our
direct research and development expenses consist principally of external costs for clinical, nonclinical and manufacturing, such as fees
paid to contractors, consultants and CROs in connection with our development work. Included in “Internal Staffing, Overhead and
Other” is overhead, supplies, research and development employee costs (including stock option expenses), travel, regulatory and
legal. We operate in a cross-functional manner across projects and do not separately allocate facilities related costs, compensation
expenses, depreciation and amortization expenses, and other expenses for research and development activities.

We
estimate our accrued expenses. Our clinical trial accrual process is designed to account for expenses resulting from our obligations
under contracts with vendors, consultants and clinical research organizations and clinical site agreements in connection with conducting
clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result
in payment flows that do not match the periods over which materials or services are provided to us under such contracts. We account for
trial expenses according to the progress of the trial as measured by participant progression and the timing of various aspects of the
trial. We determine accrual estimates that take into account discussions with applicable personnel and outside service providers as to
the progress or state of completion of trials, or the services completed. During the course of a clinical trial, we adjust our clinical
expense recognition if actual results differ from our estimates. We make estimates of our accrued expenses as of each balance sheet date
based on the facts and circumstances known to us at that time. Our clinical trial accruals and prepaid assets are dependent upon the
timely and accurate reporting of contract research organizations and other third-party vendors.

Should
the Staff have additional questions or comments regarding the foregoing, please contact me at 973-597-2564.

    Very truly yours,

    By:
    By:
    /s/Alan Wovsaniker

    Alan Wovsaniker

cc: Seth
                                            Lederman

                                            Tonix Pharmaceuticals Holding Corp.

32493/23

06/25/2021
204973455.1

United States securities and exchange commission logo
June 14, 2021
Bradley Saenger
Chief Financial Officer
Tonix Pharmaceuticals Holding Corp.
26 Main Street, Suite 101
Chatham, New Jersey 07928
Re:Tonix Pharmaceuticals Holding Corp.
Dear Mr. Saenger:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2020
Results of Operations
Fiscal year Ended December 31, 2020 Compared to Fiscal year Ended December 31, 2019
Research and Development Expenses, page 85
1.You identify various factors here that led to the increase in your research and development
expenses for the periods presented.  Please provide us proposed disclosure to be provided
in your future interim and annual periodic reports that quantifies each of the
items identified that explains the changes in your research and development expenses
from the prior periods.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Research and Development, page 95
2.Please disclose the costs incurred during each period presented for each of your key
research and development projects. If you do not track your research and development
costs by project, please disclose that fact and explain why you do not maintain and
evaluate research and development costs by project. Provide other quantitative or

 FirstName LastNameBradley Saenger
 Comapany NameTonix Pharmaceuticals Holding Corp.
 June 14, 2021 Page 2
 FirstName LastName
Bradley Saenger
Tonix Pharmaceuticals Holding Corp.
June 14, 2021
Page 2
qualitative disclosure that provides more transparency as to the type of research and
development expenses incurred (i.e. by nature or type of expense) which should reconcile
to total research and development expense on the Consolidated Statements of Operations.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Tonix Pharmaceuticals Holding Corp.

26 Main Street, Suite 101

Chatham, New Jersey 07928

May 4, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Tonix Pharmaceuticals Holding Corp.

    Registration Statement on Form S-3 (File No. 333- 254975)

    Filed on April 1, 2021, as amended on April 23, 2021

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. hereby requests that the above-referenced Registration Statement
(the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern
Time, on May 5, 2021, or as soon as practicable thereafter.

Please call Irina Ishak
of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with any questions.

    Very truly yours,

    TONIX PHARMACEUTICALS

    HOLDINGS CORP.

    By:
    /s/ Bradley Saenger

    Name:
    Bradley Saenger

    Title:
    Chief Financial Officer

CORRESP
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April
23, 2021

VIA
EDGAR TRANSMISSION

Tom
Kluck, Special Counsel

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

  RE:
  Tonix Pharmaceuticals Holding Corp.

  Registration Statement on Form S-1

  Filed April 1, 2021

  File No. 333- 254975

Dear
Mr. Kluck:

I
am writing on behalf of Tonix Pharmaceuticals Holding Corp. (the “Company”), in response to the letter from the Staff
of the Division of Corporation Finance (the “Staff”), of the U.S. Securities and Exchange Commission, dated April
15, 2021 (the “Comment Letter”) relating to the above-referenced Registration Statement on Form S-3 (the “Registration
Statement”). Set forth below is the Company’s response to the comment raised in the Comment Letter. For the convenience
of the Staff, the comment in the Comment Letter is reprinted in bold and is followed by the Company’s response.

Concurrently
with this letter, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) which reflects
revisions made to the Registration Statement in response to the comments of the Staff. Unless otherwise noted, the page numbers in the
bold headings and the responses below refer to pages in the Registration Statement. Capitalized terms used but not defined herein have
the meaning given to such terms in the Registration Statement.

Tom
Kluck

April
23, 2021

Page
2

Form
S-3 filed April 1, 2021

Cover
Page

1. Please
                                            describe the recent price volatility in your stock and briefly disclose any known risks of
                                            investing in your stock under these circumstances. For additional guidance, please see the
                                            Division of Corporation Finance's February 8, 2021 "Sample Letter to Companies Regarding
                                            Offerings During Times of Extreme Price Volatility" available at:

  https://www.sec.gov/corpfin/sample-letter-securities-offerings-during-extreme-pricevolatility.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page in response to the Staff’s comment.

2. Please
                                            add, for comparison purposes, disclosure demonstrating the extent of the recent price volatility
                                            in your stock. For example, please supplement the disclosure of the recent stock price by
                                            also disclosing the closing prices on February 1, 2021 and February 11, 2021.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page in response to the Staff’s
comment.

3. Please
                                            describe any recent change in your financial condition or results of operations, such as
                                            your earnings, revenues or other measure of company value that is consistent with the recent
                                            change in your stock price. If no such change to your financial condition or results of operations
                                            exists, disclose that fact.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page in response to the Staff’s
comment.

Risk
Factors, page 3

4. Please
                                            include a risk factor addressing the recent extreme volatility in your stock price. Your
                                            disclosure should include intra-day stock price range information and should cover a period
                                            of time sufficient to demonstrate the recent price volatility and should address the impact
                                            on investors. Your disclosure should also address the potential for rapid and substantial
                                            decreases in your stock price, including decreases unrelated to your operating performance
                                            or prospects. To the extent recent increases in your stock price are significantly inconsistent
                                            with improvements in actual or expected operating performance, financial condition or other
                                            indicators of value, discuss the inconsistencies and where relevant quantify them. If you
                                            lack information to do so, explain why.

Response:
The Company respectfully acknowledges the Staff’s comment and has added a risk factor on page 3 in response to the Staff’s
comment. The Company will also include similar disclosure in its risk factors in its Annual Report on Form 10-K and in future registration
statements, as applicable.

Tom
Kluck

April
23, 2021

Page
3

5. Please
                                            include a risk factor addressing the effects of a potential “short squeeze” due
                                            to a sudden increase in demand for your stock. Among other things, your disclosure should
                                            describe what typically happens following a short squeeze and address the impact on investors
                                            that purchase shares during this time.

Response:
The Company respectfully acknowledges the Staff’s comment and has added a risk factor on page 3 in response to the Staff’s
comment. The Company will also include similar disclosure in its risk factors in its Annual Report on Form 10-K and in future registration
statements, as applicable

Should
the Staff have additional questions or comments regarding the foregoing or Amendment No. 1, please contact me at 973-597-2564.

  Very truly yours,

  By:
  /s/ Alan Wovsaniker

  Alan Wovsaniker

cc: Seth
                                            Lederman

                                            Tonix Pharmaceuticals Holding Corp.

32493/23

04/23/2021
204973455.1

United States securities and exchange commission logo
April 15, 2021
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
26 Main Street, Suite 101
Chatham, New Jersey 07928
Re:Tonix Pharmaceuticals Holding Corp.
Registration Statement on Form S-3
Filed on April 1, 2021
File No. 333-254975
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.  If 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.
Form S-3 filed April 1, 2021
Cover Page
1.Please describe the recent price volatility in your stock and briefly disclose any known
risks of investing in your stock under these circumstances. For additional guidance, please
see the Division of Corporation Finance's February 8, 2021 "Sample Letter to Companies
Regarding Offerings During Times of Extreme Price Volatility" available
at: https://www.sec.gov/corpfin/sample-letter-securities-offerings-during-extreme-price-
volatility.
2.Please add, for comparison purposes, disclosure demonstrating the extent of the recent
price volatility in your stock.  For example, please supplement the disclosure of the recent
stock price by also disclosing the closing prices on February 1, 2021 and February 11,
2021.

 FirstName LastNameSeth Lederman
 Comapany NameTonix Pharmaceuticals Holding Corp.
 April 15, 2021 Page 2
 FirstName LastName
Seth Lederman
Tonix Pharmaceuticals Holding Corp.
April 15, 2021
Page 2
3.Please describe any recent change in your financial condition or results of operations, such
as your earnings, revenues or other measure of company value that is consistent with the
recent change in your stock price.  If no such change to your financial condition or results
of operations exists, disclose that fact.
Risk Factors, page 3
4.Please include a risk factor addressing the recent extreme volatility in your stock price.
Your disclosure should include intra-day stock price range information and should cover a
period of time sufficient to demonstrate the recent price volatility and should address the
impact on investors.  Your disclosure should also address the potential for rapid and
substantial decreases in your stock price, including decreases unrelated to your operating
performance or prospects.  To the extent recent increases in your stock price are
significantly inconsistent with improvements in actual or expected operating performance,
financial condition or other indicators of value, discuss the inconsistencies and where
relevant quantify them.  If you lack information to do so, explain why.
5.Please include a risk factor addressing the effects of a potential “short squeeze” due to a
sudden increase in demand for your stock.  Among other things, your disclosure should
describe what typically happens following a short squeeze and address the impact on
investors that purchase shares during this time.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tom Kluck at 202-551-3233 or Joe McCann at 202-551-6262 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Lerner

CORRESP
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Tonix
Pharmaceuticals Holding Corp.

26
Main Street, Suite 101

Chatham,
New Jersey 07928

December
30, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Tonix
                                         Pharmaceuticals Holding Corp.

Registration
Statement on Form S-1 (File No. 333-251500)

Filed on December 18, 2020

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. hereby requests that
the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities
and Exchange Commission at 4:00 p.m., Eastern Time, on January 4, 2021, or as soon as practicable thereafter.

Please
call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with
any questions.

    Very
truly yours,

    TONIX
PHARMACEUTICALS	HOLDINGS CORP.

    By:
    /s/ Bradley Saenger

    Name:
    Bradley Saenger

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
December 23, 2020
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
26 Main Street, Suite 101
Chatham, New Jersey 07928
Re:Tonix Pharmaceuticals Holding Corp.
Registration Statement on Form S-3
Filed December 18, 2020
File No. 333-251500
Dear Mr. Lederman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alan Wovsaniker, Esq.

CORRESP
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Tonix
Pharmaceuticals Holding Corp.

509
Madison Avenue, Suite 1608

New
York, New York 10022

April
15, 2020

VIA
EDGAR

United States
Securities and Exchange Commission

Division of
Corporation Finance

100 F Street,
N.E.

Washington,
D.C. 20549

 Re: Tonix Pharmaceuticals Holding Corp.

    Registration Statement on Form S-1 (File No. 333-237610)

    Filed on April 8, 2020

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. hereby requests that
the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities
and Exchange Commission at 4:00 p.m., Eastern Time, on April 17, 2020, or as soon as practicable thereafter.

Please
call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with
any questions.

[Signature
page follows.]

U.S.
Securities and Exchange Commission

April
15, 2020

Page
2

    Very truly yours,

    TONIX PHARMACEUTICALS HOLDINGS CORP.

    By:
    /s/ Bradley Saenger

    Name:
    Bradley Saenger

    Title:
    Chief Financial Officer

      -2-

April 14, 2020
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
509 Madison Avenue, Suite 1608
New York, New York 10022
Re:Tonix Pharmaceuticals Holding Corp.
Registration Statement on Form S-3
Filed April 8, 2020
FIle No. 333-237610
Dear Mr. Lederman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Irina Ishak

CORRESP
1
filename1.htm

A.G.P./Alliance
Global Partners

590
Madison Avenue

New
York, New York 10022

February
6, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F St., NE

Washington,
D.C. 20549

    RE:
    Tonix Pharmaceuticals
    Holding Corp. (the “Company”)

    File No. 333-235976

    Registration Statement on Form S-1

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, A.G.P./Alliance Global Partners, as representative of the underwriters, hereby joins the request of the Company that
the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 5:15 p.m.
Eastern Time on February 6, 2020, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
anticipated to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very truly yours,

    A.G.P./Alliance Global Partners

    By: Tom Higgins

     /s/
    Tom Higgins

    Title: Managing Director

CORRESP
1
filename1.htm

Tonix
Pharmaceuticals Holding Corp.

509
Madison Avenue, Suite 1608

New
York, New York 10022

February
6, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Tonix
                                         Pharmaceuticals Holding Corp.

Registration
Statement on Form S-1 (File No. 333-235976)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. (the “Company”)
hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared
effective by the Securities and Exchange Commission (the “Commission”) at 5:15 p.m., Eastern Standard Time,
on February 6, 2020, or as soon as practicable thereafter.

Please
call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with
any questions.

[Signature
page follows.]

U.S. Securities and Exchange Commission

February 6, 2020

Page 2

    Very
truly yours,

    TONIX
PHARMACEUTICALS HOLDINGS CORP.

    By:
    /s/ Bradley Saenger

    Name:
    Bradley Saenger

    Title:
    Chief Financial Officer

      -2-

January 24, 2020
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
509 Madison Avenue, Suite 1608
New York, NY 10022
Re:Tonix Pharmaceuticals Holding Corp.
Registration Statement on From S-1
Filed January 21, 2020
File No. 333-235976
Dear Mr. Lederman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Lerner, Esq.

CORRESP
1
filename1.htm

Tonix
Pharmaceuticals Holding Corp.

509
Madison Avenue, Suite 1608

New
York, New York 10022

November
14, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Tonix
                                         Pharmaceuticals Holding Corp.

Registration
Statement on Form S-1 (File No. 333-234263)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. (the “Company”)
hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared
effective by the Securities and Exchange Commission (the “Commission”) at 4 p.m, Eastern Standard Time, on
November 14, 2019, or as soon as practicable thereafter.

Please
call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with
any questions.

[Signature
page follows.]

U.S. Securities and Exchange Commission

November 14, 2019

Page 2

    Very truly yours,

    TONIX PHARMACEUTICALS HOLDINGS CORP.

    By:
    /s/ Bradley Saenger

    Name:
    Bradley Saenger

    Title:
    Chief Financial Officer

October 25, 2019
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
509 Madison Avenue, Suite 1608
New York, NY 10022
Re:Tonix Pharmaceuticals Holding Corp.
Registration Statement on Form S-1
Filed October 18, 2019
File No. 333-234263
Dear Mr. Lederman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joseph McCann at (202) 551-6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Tonix
Pharmaceuticals Holding Corp.

509
Madison Avenue, Suite 1608

New
York, New York 10022

September
9, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Tonix
                                         Pharmaceuticals Holding Corp.

    Registration
                                         Statement on Form S-1 (File No. 333-233445)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. (the “Company”)
hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared
effective by the Securities and Exchange Commission (the “Commission”) at 4:30 p.m., Eastern Standard Time,
on September 11, 2019, or as soon as practicable thereafter.

Please
call Alan Wovsaniker of Lowenstein Sandler LLP at (973) 597-2564 to confirm the effectiveness of the Registration Statement
or with any questions.

[Signature
page follows.]

U.S.
Securities and Exchange Commission

September
9, 2019

Page
2

    Very truly yours,

    TONIX PHARMACEUTICALS	HOLDINGS CORP.

    By:
    /s/ Bradley Saenger

    Name:

    Bradley Saenger

    Title:

    Chief Financial Officer

      - 2 -

CORRESP
1
filename1.htm

September 6, 2019

VIA EDGAR TRANSMISSION

Tonya K. Aldave

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    RE:
    Tonix Pharmaceuticals Holding Corp.

    Registration Statement on Form S-1

    Filed August 23, 2019

    File No. 333-233445

Dear Ms. Aldave:

I
am writing on behalf of Tonix Pharmaceuticals Holding Corp. (the “Company”), in response to the letter from
the Staff of the Division of Corporation Finance (the “Staff”), of the U.S. Securities and Exchange Commission,
dated September 4, 2019 (the “Comment Letter”) relating to the above-referenced Registration Statement on Form
S-1 (the “Registration Statement”). Set forth below is the Company’s response to the comment raised in
the Comment Letter. For the convenience of the Staff, the comment in the Comment Letter is reprinted in bold and is followed by
the Company’s response.

Concurrently
with this letter, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) which
reflects revisions made to the Registration Statement in response to the comments of the Staff. Unless otherwise noted, the page
numbers in the bold headings and the responses below refer to pages in the Registration Statement. Capitalized terms used but
not defined herein have the meaning given to such terms in the Registration Statement.

Tonya K. Aldave

September 6, 2019

Page 2

Registration
Statement on Form S-1

Description
of Securities, page 22

 1. We note
                                         that your forum selection provision identifies the Eighth Judicial District Court of
                                         Clark County, Nevada as the exclusive forum for certain litigation, including any “derivative
                                         action.” Please describe this provision and disclose whether this provision applies
                                         to actions arising under the Securities Act or Exchange Act. In that regard, we
                                         note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over
                                         all suits brought to enforce any duty or liability created by the Exchange Act or the
                                         rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
                                         jurisdiction for federal and state courts over all suits brought to enforce any duty
                                         or liability created by the Securities Act or the rules and regulations thereunder. If
                                         the provision applies to Securities Act claims, please also revise your prospectus to
                                         state that there is uncertainty as to whether a court would enforce such provision and
                                         that investors cannot waive compliance with the federal securities laws and the rules
                                         and regulations thereunder. If this provision does not apply to actions arising under
                                         the Securities Act or Exchange Act, please also tell us how you will inform investors
                                         in future filings that the provision does not apply to any actions arising under the
                                         Securities Act or Exchange Act.

Response:
The Company respectfully advises the Staff that the Company’s forum selection provision provides that the Eighth Judicial
District Court of Clark County, Nevada has exclusive jurisdiction over only certain matters to the “fullest extent permitted
by law”. Accordingly, this provision is not intended to apply to claims arising under the Securities Act of 1933, as amended,
for which federal and state courts have concurrent jurisdiction, and the Securities Exchange Act of 1934, as amended, for which
federal courts have exclusive jurisdiction. In response to the Staff’s comment, the Company has revised its disclosure on
page 24 of Amendment No. to clarify the intent of the Company’s forum selection provision. The Company has also added a
risk factor on page 10 of the Registration Statement describing the Company’s forum selection provision and its intent.
The Company will also include similar disclosure in its risk factors in its Annual Report on Form 10-K and in future registration
statements, as applicable.

Should
the Staff have additional questions or comments regarding the foregoing or Amendment No. 1, please contact me at 973-597-2564.

    Very truly yours,

    By:
    /s/Alan Wovsaniker

    Alan Wovsaniker

 cc: Seth Lederman

                                         Tonix Pharmaceuticals Holding Corp.

September 4, 2019
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
509 Madison Avenue, Suite 1608
New York, NY 10022
Re:Tonix Pharmaceuticals Holding Corp.
Registration Statement on Form S-1
Filed August 23, 2019
File No. 333-233445
Dear Dr. 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.  If 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.
Registration Statement on Form S-1
Description of Securities, page 22
1.We note that your forum selection provision identifies the Eighth Judicial District Court
of Clark County, Nevada as the exclusive forum for certain litigation, including
any “derivative action.” Please describe this provision and disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. If the
provision applies to Securities Act claims, please also revise your prospectus to state that

 FirstName LastNameSeth  Lederman
 Comapany NameTonix Pharmaceuticals Holding Corp.
 September 4, 2019 Page 2
 FirstName LastName
Seth  Lederman
Tonix Pharmaceuticals Holding Corp.
September 4, 2019
Page 2
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tonya K. Aldave at (202) 551-3601 or Dietrich King at (202) 551-
8071 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Irina Ishak, Esq.

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 1608

New York, New York 10022

July
15, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Tonix
                                         Pharmaceuticals Holding Corp.
 Registration Statement on Form S-1 (File No. 333-232195)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. (the “Company”)
hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared
effective by the Securities and Exchange Commission (the “Commission”) at 4:30 p.m., Eastern Standard Time,
on July 15, 2019, or as soon as practicable thereafter.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement
or with any questions.

    Very truly yours,

    TONIX PHARMACEUTICALS HOLDINGS
CORP.

    By:
    /s/
    Bradley Saenger

    Name:

    Bradley Saenger

    Title:

    Chief Financial Officer

CORRESP
1
filename1.htm

July
15, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Re: Tonix
                                         Pharmaceuticals Holding Corp.

Registration
Statement on Form S-1 (File No. 333-232195)

Ladies
and Gentlemen:

As
the underwriter of the proposed offering of Tonix Pharmaceuticals Holding Corp. (the “Company”), we
hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 4:30 p.m., Eastern Standard Time, on July 15, 2019,
or as soon thereafter as is practicable.

The undersigned advise that they have complied and will continue to comply
with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    AEGIS CAPITAL CORP.

    By:
    /s/ David W. Boral

    Name:
    David W. Boral

    Title:
    Co- Head of Investment Banking,

    By:
    /s/ Joseph T. Rallo

    Name:
    Joseph T. Rallo

    Title:
    Co-Head of Investment Banking

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 1608

New York, New York 10022

July
11, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Tonix
                                         Pharmaceuticals Holding Corp.
 Registration Statement on Form S-1 (File No. 333-232195)

Ladies
and Gentlemen:

Tonix
Pharmaceuticals Holding Corp. hereby requests that its acceleration request dated July 9, 2019 be withdrawn.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 with any questions.

    Very truly yours,

    TONIX PHARMACEUTICALS HOLDINGS
CORP.

    By:
    /s/
    Bradley Saenger

    Name:
    Bradley Saenger

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

July
9, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Tonix
                                         Pharmaceuticals Holding Corp.
 Registration Statement on Form S-1 (File No. 333-232195)

Ladies
and Gentlemen:

As the underwriter of the proposed offering of Tonix Pharmaceuticals Holding Corp. (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 4:30 p.m., Eastern Standard Time, on July 11, 2019,
or as soon thereafter as is practicable.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly yours,

    AEGIS CAPITAL CORP.

    By:
    /s/ David W. Boral

    Name:
    David W. Boral

    Title:
    Co- Head of Investment Banking

    By:
    /s/ Joseph T. Rallo

    Name:

                                                                              Title:

     Joseph T. Rallo
Co-Head of Investment Banking

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 1608

New York, New York 10022

 July
9, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Tonix
                                         Pharmaceuticals Holding Corp.
 Registration Statement on Form S-1 (File No. 333-232195)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. (the “Company”)
hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared
effective by the Securities and Exchange Commission (the “Commission”) at 4:30 p.m., Eastern Standard Time,
on July 11, 2019, or as soon as practicable thereafter.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement
or with any questions.

[Signature
page follows.]

U.S.
Securities and Exchange Commission

July 9, 2019

Page 2

    Very truly yours,

    TONIX PHARMACEUTICALS

    HOLDINGS CORP.

    By:
    /s/ Bradley Saenger

    Name:

        Title:

    Bradley Saenger
Chief Financial Officer

June 24, 2019
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
509 Madison Avenue, Suite 1608
New York, NY 10022
Re:Tonix Pharmaceuticals Holding Corp.
Registration Statement on Form S-1
Filed June 19, 2019
File No. 333-232195
Dear Mr. Lederman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

December 4, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention Irene Paik

 Re: Tonix Pharmaceuticals Holding Corp.

    Registration Statement on Form S-1 (File No. 333-227228)

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. (the “Company”) hereby
requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective
by the Securities and Exchange Commission (the “Commission”) at 8:30 a.m., Eastern Standard Time, on December
6, 2018, or as soon as practicable thereafter.

Please call Irina Ishak of Lowenstein Sandler LLP at (973) 422-6406 to confirm the effectiveness of the Registration Statement or with any
questions.

[Signature page follows.]

U.S.
Securities and Exchange Commission

December
4, 2018

Page 2

    Very truly yours,

    TONIX
    PHARMACEUTICALS HOLDINGS CORP.

    By:
     /s/ Bradley Saenger

    Name: Bradley Saenger

    Title: Chief Financial Officer

    -2-

CORRESP
1
filename1.htm

A.G.P./Alliance Global Partners

590 Madison Avenue

New York, New York 10022

December 4, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

Attention: Irene Paik

    RE:
    Tonix
Pharmaceuticals Holding Corp. (the “Company”)

    File No. 333-227228

    Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, A.G.P./Alliance Global
Partners, as representative of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced
Registration Statement be accelerated so that it will become effective at 8:30 a.m. Eastern Time on December 6, 2018, or as soon
thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate
in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

    Very truly yours,

    A.G.P./Alliance Global Partners

    By: Tom Higgins

     /s/ Tom Higgins

    Title: Managing Director

    1

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

May 14, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Tonix Pharmaceuticals Holding Corp.

    Registration Statement on Form S-3 (File No. 333-224586)

    Filed on May 1, 2018

 Ladies and Gentlemen:

In accordance with Rule
461 under the Securities Act of 1933, as amended, Tonix Pharmaceuticals Holding Corp. (the “Company”) hereby
requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective
by the Securities and Exchange Commission (the “Commission”) at 4:30 p.m., Eastern Standard Time, on May 16,
2018, or as soon as practicable thereafter.

Please call Steven
M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with any
questions.

[Signature page
follows.]

Very truly yours,

	TONIX PHARMACEUTICALS

	HOLDINGS CORP.

	By: /s/ Bradley Saenger

	Name: Bradley Saenger

	Title: 	  Chief Financial Officer

May 9, 2018
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 May 1, 2018
File No. 333-224586
Dear Dr. Lederman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Steven M. Skolnick, Esq.

CORRESP
1
filename1.htm

509 Madison Avenue, Suite 306

New York, New York 10022

October 10, 2017

VIA
EDGAR

United
States Securities

and Exchange
Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:
Jeffrey Gabor, Esq.

Re:	        Tonix Pharmaceuticals Holding Corp.

Registration Statement on Form
S-1

File No. 333-220749

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Tonix
Pharmaceuticals Holding Corp. (the “Company”) respectfully requests that the
effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern
Time, on Thursday, October 12, 2017, or as soon thereafter as possible.

TONIX PHARMACEUTICALS
HOLDING CORP.

By:
/s/ BRADLEY SAENGER

Name:
Bradley Saenger

Title:
Chief Financial Officer

October 10, 2017
Seth Lederman
Chief Executive Officer
Tonix Pharmaceuticals Holding Corp.
509 Madison Avenue, Suite 306
New York, New York 10022
Tonix Pharmaceuticals Holding Corp.
Registration Statement on Form S-1
Filed September 29, 2017
File No. 333-220749Re:
Dear Dr. Lederman:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: James Turner

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

August 13, 2014

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Matthew Jones, Esq.

 Re: Tonix Pharmaceuticals Holding Corp.

Registration Statement on Form
S-3

File No. 333-197824

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Tonix Pharmaceuticals
Holding Corp. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above be accelerated so that it will become effective at 4:30 p.m., Eastern Standard Time, on Friday, August 15, 2014, or as
soon thereafter as possible. The Company acknowledges that: 1) 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;
2) 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 3) 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.

    TONIX PHARMACEUTICALS HOLDING CORP.

    By:
    /s/ SETH LEDERMAN

    Name:
    Seth
Lederman

    Title:
    Chief Executive
Officer

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

August 11, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Attn:
    Jeffrey P. Riedler, Assistant Director

    Division of Corporation Finance

    Dan Greenspan, Esq.

    Matthew Jones, Esq.

    Re:

    Tonix Pharmaceuticals Holding Corp.

    Registration Statement on Form S-3

    Filed August 1, 2014

    File No. 333-197824

Ladies and Gentlemen:

The following response addresses the comment
of the reviewing staff of the Commission as set forth in a comment letter dated August 8, 2014 (the “Comment Letter”)
relating to the Registration Statement on Form S-3 filed on August 1, 2014 (the "Registration Statement") by Tonix Pharmaceuticals
Holding Corp. (the “Company”).

 1. Please provide an analysis of your eligibility to use Form S-3 for this offering in your correspondence.
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.

Response:

The Company is eligible to use
a Form S-3 registration statement for the proposed offering. The Company meets all of the registration requirements pursuant to
General Instruction I.A. of Form S-3. The Company is also primary eligible, as it also meets the transaction requirement pursuant
to General Instruction I.B.1 of Form S-3, whereby the aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Company is $75 million or more.

On June 30, 2014, the Company
had 9,933,106 shares of common stock issued and outstanding and the closing price of the Company’s common stock on that day
was $14.35. On June 30, 2014, officers and directors owned 806,599 shares of common stock. As a result, the Company believes that
the total number of shares of common stock held by non-affiliates on June 30, 2014 was 9,126,507, and the market value of such
shares was approximately $131 million.

On June 30, 2014, the Company
was aware of only one stockholder, Technology Partners Fund VIII, LP (“Technology Partners”), other than an officer
and/or director, which was a beneficial holder in excess of 5% of the Company’s stock. Technology Partners beneficially owned
less than 10% of the Company’s common stock, and the Company believes that it is not an affiliate as defined in Rule 405
under the Securities Act of 1933, as amended. However, for purposes of this discussion only, even if Technology Partners was deemed
an affiliate, it held 547,972 shares as of June 30, 2014, and combined with the officers and directors, that was a total of 1,354,571
shares held by such “deemed affiliates.” As a result, the total number of shares of common stock held by non-affiliates
on June 30, 2014 would have been 8,578,535, and the market value of such shares was approximately $123 million.

    Securities and Exchange Commission
August 11, 2014
Page 2 of 2

As a result, the Company is primary
eligible in accordance with General Instruction I.B.1 of Form S-3, and no amendment need be made to the Registration Statement
to provide any disclosures pursuant to General Instruction I.B.6. of Form S-3.

We trust that the foregoing
appropriately addresses the issue raised by your recent Comment Letter. 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.

James
M. Turner, Esq.

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

CORRESP
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Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

January 6, 2014

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin Wilson, Esq.

 Re: Tonix Pharmaceuticals Holding Corp.

Registration Statement on Form
S-3

File No. 333-192541

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Tonix Pharmaceuticals
Holding Corp. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above be accelerated so that it will become effective at 9:00 a.m., Eastern Standard Time, on Wednesday, January 8, 2014, or
as soon thereafter as possible. The Company acknowledges that: 1) 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;
2) 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 3) 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.

    TONIX PHARMACEUTICALS HOLDING CORP.

    By: /s/ SETH LEDERMAN

    Name: Seth Lederman

    Title:  Chief Executive Officer

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

December 18, 2013

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Attn: Erin Wilson, Esq.

Division of Corporation Finance

 Re: Tonix Pharmaceuticals Holding Corp.

Registration Statement on
Form S-3

Filed November 26, 2013

File
No. 333-192551

Ladies and Gentlemen:

The following responses
address the oral comment of the reviewing staff of the Commission pursuant to a telephone conversation by and between Erin Wilson
of the Commission and James M. Turner of Sichenzia Ross Friedman Ference LLP relating to the Registration Statement on Form S-3
filed on November 26, 2013 (the "Registration Statement") by Tonix Pharmaceuticals Holding Corp. (the “Company”).

 1. Please revise the disclosure on the front cover page of the prospectus in accordance with Instruction
7 to Form S-3 in order to provide the calculation of the aggregate market value of the Company’s outstanding common stock
and the amount of all securities offered during the prior 12 calendar months.

Response:

The Company will revise the disclosure
on the front cover page of the prospectus in accordance with Instruction 7 to Form S-3 in order to provide the calculation of the
aggregate market value of the Company’s outstanding common stock and the amount of all securities offered during the prior
12 calendar months.

 2. In reviewing footnote 5 to the Calculation of Fee Registration Fee, we do not believe that the
Company is entitled to an offset of the fee from the prior registration statement indicated. Please provide evidence that the Company
is not required to deposit additional funds in its SEC account to cover such shortfall after the offset is removed.

Response:

After a review of the Company’s
account with the SEC and the fees incurred in connection with registration statements filed during 2013, the Company believes that
the offset is correct and that the Company should have a credit of $533.54. Exhibit A sets forth a chronology of transactions
since January 1, 2013 to support this conclusion.

After reviewing the transaction
history from the Company’s transfer agent, we have determined that the problems started in June 2013 when it appears that
the S-1/A filing made on June 20, 2013 doesn’t reflect that there should have been another $500.86 cash filing fee incurred.
There was a total fee of $3,839.93, of which $3,339.07 was previously paid.  Then moving forward, there were fees incurred
of $2,203.13 in August 2013, which I believe the SEC calculated as the $500.86 which wasn’t incurred on June 20, 2013 plus
the $1,702.27 that was originally due, however, that $1,702.27 was paid on May 10, 2013.  So, Tonix got charged $1,702.27
twice by the SEC.

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.

James M. Turner, Esq.

EXHIBIT A

    Date
    Credit (Debit)
    Explanation

    January 1, 2013
    $1,351.45
    Cash available in the Company’s SEC account

    January 25, 2013
    ($1,335.98)
    Filing fee for S-1 registration statement filed on January 25, 2013 (333-186223)

    January 25, 2013
    $15.47
    Cash available in the Company’s SEC account

    May 10, 2013
    1,800.00
    Cash deposit by the Company

    May 10, 2013
    $1,815.47
    Cash available in the Company’s SEC account

    May 10, 2013
    ($1,702.27)
    Filing fee for S-1 registration statement filed on May 10, 2013 (333-188547)

    May 10, 2013
    $113.20
    Cash available in the Company’s SEC account

    June 5, 2013
    2,000.00
    Cash deposit by the Company

    June 5, 2013
    $2,113.20
    Cash available in the Company’s SEC account

    June 6, 2013
    ($1,636.80)
    Filing fee for S-1/A registration statement filed on June 6, 2013 (333-186223)[1]

    June 6, 2013
    $476.40
    Cash available in the Company’s SEC account

    June 20, 2013
    ($500.86)
    Filing fee for S-1/A registration statement filed on June 20, 2013 (333-188547)[2]

    June 20, 2013
    ($24.46)
    Cash owed to the SEC account

    June 24, 2013
    500.00
    Cash deposit by the Company

    June 24, 2013
    $475.54
    Cash available in the Company’s SEC account

    November 22, 2013
    6,500.00
    Cash deposit by the Company

    November 22, 2013
    $6,975.54
    Cash available in the Company’s SEC account

    November 26, 2013
    ($6,440.00)
    Filing fee for S-3 registration statement filed on November 26, 2013 (333-192541)

    November 26, 2013
    $535.54
    Cash available in the Company’s SEC account

[1]
This amendment was filed on the wrong SEC file number and was withdrawn on June 20, 2013

[2]
The total amount of the registration fee on this filing was $3,839.93, of which $1,702.27 was paid on the initial filing on May
10, 2013, $1,636.80 was an offset from the June 6, 2013 amendment that was filed and withdrawn, and $500.86 was new fees owed on
that date.

    A-1

CORRESP
1
filename1.htm

        Roth Capital Partners, LLC

        888 San Clemente Drive

        Newport Beach, CA 92660

        National Securities Corporation

        120 Broadway, 27th Floor

        New York, NY 10271

        Dawson James Securities, Inc.

        1 North Federal Highway, 5th Floor

        Boca Raton, FL 33432

August 6, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:     Tonix Pharmaceuticals Holding
Corp. (the “Company”)

Registration Statement on Form S-1
(File No. 333-188547)

Ladies and Gentlemen:

In connection with the above-captioned
registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of the Company that the effective date of such registration statement be accelerated to 4:00 p.m. (New
York Time) on Thursday, August 8, 2013, or as soon thereafter as practicable.

In making this request the undersigned
acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities pursuant to
the registration statement.

Very truly yours,

    Roth Capital Partners, LLC

    NATIONAL SECURITIES CORPORATION

    By:
    /s/ Aaron Gurewitz

    By:
    /s/ Jonathan Rich

    Name:
    Aaron Gurewitz

    Name:
    Jonathan Rich

    Title:
    Head of Equity Capital Markets

    Title:
    Head of Investment Banking

    DAWSON JAMES SECURITIES, INC.

    By:
    /s/ Bob Keyser

    Name:
    Bob Keyser

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

August 6, 2013

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Adam Turk, Esq.

    Re:
    Tonix Pharmaceuticals Holding Corp.

    Registration Statement on Form S-1

    File No. 333-188547

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Tonix Pharmaceuticals
Holding Corp. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above be accelerated so that it will become effective at 4:00 p.m., Eastern Standard Time, on Thursday, August 8, 2013, or as
soon thereafter as possible. The Company acknowledges that: 1) 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;
2) 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 3) 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.

    TONIX PHARMACEUTICALS HOLDING CORP.

    By:
    /s/ SETH LEDERMAN

    Name:
    Seth Lederman

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

July 24, 2013

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Adam Turk, Esq.

 Re: Tonix Pharmaceuticals Holding Corp.

Registration Statement on Form
S-1

File No. 333-188547

Ladies and Gentlemen:

Tonix Pharmaceuticals
Holding Corp. hereby respectfully requests the withdrawal of its request for acceleration dated July 22, 2013, of the effective
date of the registration statement referred to above that was requested to become effective at 4:00 p.m., Washington D.C.
time, on Wednesday, July 24, 2012, or as soon thereafter as practicable.

    TONIX PHARMACEUTICALS HOLDING CORP.

    By:
    /s/ SETH LEDERMAN

    Name: Seth Lederman

    Title:  Chief Executive Officer

CORRESP
1
filename1.htm

    Roth Capital Partners, LLC
    National Securities Corporation

    888 San Clemente Drive
    120 Broadway, 27th Floor

    Newport Beach, CA 92660
    New York, NY 10271

July 24, 2013

VIA EDGAR

United States Securities

 and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Adam Turk, Esq.

 Re: Tonix Pharmaceuticals Holding Corp.

Registration Statement on Form
S-1

File No. 333-188547

Ladies and Gentlemen:

The undersigned hereby
join in the request of the Company to withdraw the request for acceleration dated July 22, 2013, of the effective date of the registration
statement referred to above that was requested to become effective at 4:00 p.m., Washington D.C. time, on Wednesday, July
24, 2012, or as soon thereafter as practicable.

    Roth Capital Partners, LLC

    NATIONAL SECURITIES CORPORATION

    By:
    /s/ Aaron Gurewitz

    By:
    /s/ Jonathan Rich

    Name:
     Aaron Gurewitz

    Name:
     Jonathan Rich

    Title:
     Head of Equity Capital Markets

    Title:
     Head of Investment Banking

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

July 22, 2013

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Adam Turk, Esq.

 Re: Tonix Pharmaceuticals Holding Corp.

Registration Statement on Form
S-1

File No. 333-188547

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Tonix Pharmaceuticals
Holding Corp. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above be accelerated so that it will become effective at 4:00 p.m., Eastern Standard Time, on Wednesday, July 24, 2013, or as
soon thereafter as possible. The Company acknowledges that: 1) 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;
2) 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 3) 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.

    TONIX PHARMACEUTICALS HOLDING CORP.

    By:
    /s/ SETH LEDERMAN

    Name:
    Seth Lederman

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

    Roth Capital Partners, LLC
    National Securities Corporation

    888 San Clemente Drive
    120 Broadway, 27th Floor

    Newport Beach, CA  92660
    New York, NY 10271

July 22, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:          Tonix Pharmaceuticals Holding
Corp. (the “Company”)

Registration Statement on Form S-1
(File No. 333-188547)

Ladies and Gentlemen:

In connection with the above-captioned
registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of the Company that the effective date of such registration statement be accelerated to 4:00 p.m. (New
York Time) on Wednesday, July 24, 2013, or as soon thereafter as practicable.

In making this request the undersigned
acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities pursuant to
the registration statement.

Very truly yours,

    Roth Capital Partners, LLC
    NATIONAL SECURITIES CORPORATION

    By:
    /s/ AARON GUREWITZ

    By:
    /s/ JONATHAN RICH

    Name:
    Aaron Gurewitz

    Name:
    Jonathan Rich

    Title:
    Head of Equity Capital Markets

    Title:
    Head of Investment Banking

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

June 12, 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.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  June 6 , 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.

General

1. We note that you filed your June 6, 2012 amendment under the file number 333-186223 .
Using the form type AW, please withdraw the amendment and refile, along with all
related correspondence, under the proper file number 333-188547 .  Also, please ensure
that you file all future amendments under the proper file number.

2. We note your resp onse to comment 1 in our letter dated May 31, 2013 .  We also note that
you continue to omit information from your cover page and throughout your prospectus
regarding the exercisability period of your warrants.  It is unclear how the exercisability
period i s a term of the security  dependent upon the offering date  under  Rule 430A.
Please advise or provide this information in your next amendment.

Seth Lederman
Tonix Pharmaceuticals Holding Corp.
June 12, 2013
Page 2

 Underwriting, page 89

3. We have reviewed your response to comment 4 in our letter dated May 31, 2013.  Please
note that we will consider your response once the form of your underwriting agreement is
filed.  We may have additional comments at that time.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain t hat 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 accura cy
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 effecti veness 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.
June 12, 2013
Page 3

 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

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

CORRESP
1
filename1.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

April 3, 2013

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin Wilson, Esq.

 Re: Tonix Pharmaceuticals Holding Corp.

Registration Statement on Form
S-1

File No. 333-186223

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Tonix Pharmaceuticals
Holding Corp. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above be accelerated so that it will become effective at 4:00 p.m., Eastern Standard Time, on Friday, April 5, 2013, or as soon
thereafter as possible. The Company acknowledges that: 1) 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; 2) 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 3) 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.

    TONIX PHARMACEUTICALS HOLDING CORP.

    By:
    /s/ SETH LEDERMAN

    Name:
    Seth Lederman

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

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

February 19 , 2013

Via E -mail
Mr. 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  January 25, 2013
  File No.  333-186223

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.

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 pros pectus 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.

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

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 inc lude all relevant undertakings required by Item
512.

Seth Lederman
Tonix Pharmaceuticals Holding Corp.
February 1 9, 2013
Page 2

 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 applicab le 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.

Please contact  Erin Wilson at (202) 551 -6047 or James Lopez at (202) 551 -3536  with any
other questions.

Sincerely,

 /s/ James Lopez (for)

 John Reynolds
Assistant Director

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.

May 15, 2012
 Via E-mail

Dr. 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 April 26, 2012
  File No. 333-180964

Dear Dr. Lederman:
 We have limited our review of your registra tion 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 beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Plan of Distribution, page 71

1. We note your disclosure in the third pa ragraph of page 72 that certain selling
stockholders are deemed underwriters.  Please re vise 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.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Seth Lederman
Tonix Pharmaceuticals Holding Corp. May 15, 2012 Page 2

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Shaz Niazi at (202) 551-3121 or Pam Howell at (202) 551-3357 with any
questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

April 13, 2012
  Via E-mail

Seth Lederman President, Chief Executive Officer and Chairman Tonix Pharmaceuticals Holding Corp. 509 Madison Avenue, Suite 306 New York, New York 10022
Re: Tonix Pharmaceuticals Holding Corp.
 Current Report on Form 8-K
Filed October 14, 2011                 File No. 333-150149

Dear Mr. Lederman:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclo sure in the filing[s] to be certa in that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

     S i n c e r e l y ,
      / s /  J a m e s  L o p e z  ( f o r )        John Reynolds
Assistant Director
 cc: (via e-mail) Harvey Kesner, Esq.                          Sichenzia Ross Friedman Ference Anslow LLP

February 15, 2012
  Via E-mail

Seth Lederman President, Chief Executive Officer and Chairman Tonix Pharmaceuticals Holding Corp. 509 Madison Avenue, Suite 306 New York, New York 10022
Re: Tonix Pharmaceuticals Holding Corp.
 Current Report on Form 8-K
Response dated February 3, 2012                 File No. 333-150149

Dear Mr. Lederman:

We have reviewed your response to our commen ts and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing an amendment to your fili ng and the information you provide in response
to these comments, we may have additional comments.
Business Overview, page 4

1. We note your response to prior comment 1 of our letter dated January 10, 2012.  We also
note references on pages 15, 16, 29 and elsewh ere to the “general ly lengthy” and
“substantial time” associated with the FDA approval process, the FDA’s “established
performance goals for review of NDAs” and the statement that “[p]roduct sales in the
United States may commence only when an NDA is approved.”  With a view to
clarifying disclosure, advise us in approximate quantified terms of the minimum amount
of time—for example, in quarters or y ears—you believe is required to bring your
principal products to market.  It is unclea r if you plan, for example, to apply for and
receive FDA approval within 1 year, 2 years or a certain amount of time that is shorter or
longer than 1 or 2 years.   We understand, as indicated in your response, that other
factors, including “financial” and “research results,” likely affect the time it takes to

Seth Lederman Tonix Pharmaceuticals Holding Corp. February 15, 2012 Page 2

 reach commercialization.  Please include with  your estimate any material assumptions
underlying such factors as you deem necessary.
2. Please refer to prior comment 2.  Given the apparently existing use by your competitors
of cyclobenzaprine as a treatment for fibr omyalgia syndrome, please clarify what new
uses you currently target.  Also in this regar d, please refer to the 8- K disclosure that you
“pursue development and regulatory approval pathways by reformulating versions of
approved drugs for new uses and by using the Section 505(b)(2) pathway for FDA
approval.” It is unclear if th e reference in your response lette r to the “specific therapeutic
use targeted for the active ingredient that relates to cyclobenzapri ne” would be a “new
use.”  If not, please revise the cited 8-K disclosure accordingly.
Intellectual Property, page 14

3. We note your response to comment 4 from our  letter dated January 10, 2012.  It is
unclear why you disclose that th e intellectual property was “gra nted.”  Please revise or
advise.
Risk Factors, page 20
4. We note your response to prior comment 5 rega rding the assumption that there will be a
significant market-wide increase in the use of muscle relaxants for the treatment of FM.
Although your business plan may not be “who lly-dependent upon the assumption,” it is
unclear why you believe the substantially increas ed use is not a material assumption that
should be addressed in Risk Factors or  Business.  Please revise or advise.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.     In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Joanna Lam,  Staff Accountant, at (202)  551-3476 or John Archfield,
Senior Staff Accountant, at (202) 551-3315 if you have questi ons regarding comments on the

Seth Lederman Tonix Pharmaceuticals Holding Corp. February 15, 2012 Page 3

 financial statements and related matters.  Please  contact Ruairi Regan, St aff Attorney, at (202)
551-3269 or James Lopez, Branch Chief, at  (202) 551-3536 with any other questions.

     S i n c e r e l y ,
/s/ James Lopez (for)
      John Reynolds
Assistant Director
 cc: (via e-mail) Harvey Kesner, Esq.                          Sichenzia Ross Friedman Ference Anslow LLP

CORRESP
1
filename1.htm

February 3, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:  John Reynolds

    James Lopez

    Re:

    Tonix Pharmaceuticals Holding Corp.

    Current

    Report on Form 8-K/A

    Filed

    December 27, 2011

    File

    No. 333-150149

Ladies and Gentlemen:

The following responses
address the comments of the reviewing staff of the Commission as set forth in a comment letter dated January 10, 2012 (the "Comment
Letter") relating to the Amended Current Report on Form 8-K/A filed on December 27, 2011 (the "Form 8-K") by Tonix
Pharmaceuticals Holding Corp. (the “Company”). The answers set forth herein refer to each of the staff’s' comments
by number.

The numbers of the
responses in this letter correspond to the numbers of the staff’s comments as set forth in the Comment Letter.

Business Overview, page 4

1.  It appears that you have not provided the overview as to the anticipated timeline
and costs for each of your products to reach commercialization as you state in response to prior comment 5. Please provide such
an overview as requested in our prior comment. Ensure your revisions also address your other principal products.

Response:

We have considered the staff’s
request to further supplement the information provided regarding the anticipated timeline and costs for each of our products to
reach commercialization. We believe that a more robust response at this early stage in response to the staff’s request seeking
“anticipated timeline and costs” for “each of your products to reach commercialization” ignores the inherent
unpredictability factors associate with drug development and commercialization. Our prior response is believed to be complete and
as accurate an estimate that can be provided at the present time without providing potentially false and misleading information
in the filing. As such, management of the Company does not believe it is appropriate to speculate in light of the many uncertainties
(financial, regulatory, research results, competing products) implicit in its business and affairs relating to drug development
and commercialization. In light of the staff’s comment, the Company undertakes to periodically re-evaluate in future filings
the progress of the Company’s program to develop and commercialize drug candidates and provide additional details relating
to costs, and timing, if and when such factors can reasonably be predicted. Accordingly, the Company believes the additional information
sought by the staff in addition to the information previously included in response to the staff’s comments regarding TNX-102,
the Company’s lead drug candidate, either does not exist or is not sufficiently developed or known to be able to be responsibly
included in a further amendment.

    1

2.  You continue to state in the first bullet point on page 5 and elsewhere that you believe
the therapeutic uses you target are new uses, notwithstanding your response to prior comment 8. Please revise.

Response:

Our “strategy” is correctly
stated as an overall objective, on page 5. The statement in the first bullet point (and elsewhere) does not conflict with the response
to prior comment No. 8 involving our patents and the potential for off-label use to treat FM, which is a specific
therapeutic use targeted for the active ingredient that relates to cyclobenzaprine. Accordingly, we do not believe the statement
that we desire to pursue new uses of approved drugs, as a general strategy, is inaccurate or misleading and to remove such language
would not be consistent with the goal to convey to investors an accurate snapshot of the overall objectives of management. Accordingly,
we believe that further changes would be potentially false and misleading in response to the staff’s comments.

Drug
Delivery Technology, page 11

3.  We note your response to prior comment 12. We
may have further comment upon resolution of your request for confidential treatment.

 	Response:

The
staff’s response is noted.

Intellectual
Property, page 14

4.  It remains unclear from your response to prior
comment 14 whether there any patents or patent applications relating to TNX-201 were transferred to you by Lederman & Co.
Please clarify. Also, please revise the statement that “[w]e have been granted numerous patent applications…”
to clarify (1) the extent to which you received patents or patent applications as opposed to acquiring them from affiliates or
other third parties and (2) the difference between a patent and a patent application.

Response:

We
concur with the staff’s view that some readers could confuse applications for patents that are pending with issued patents
but believe that the common usage of the word “application” and its use in the filing is not material or misleading
as it appears in the present filing, particularly in the extensive table that notes issuance jurisdictions and expiration dates
and, in the leftmost column of this table, denotes a patent or application for each row shown. We undertake in future filings that
the Company will more clearly specify that the technology has been subject to numerous patent applications filed in the United
States and abroad, and separately identify the patents that have been issued in the introductory language preceding such table.

No
patents or patent applications relating to TNX-201 were transferred to the Company from Lederman & Co. All patent applications
and issued patents have been acquired from affiliates, as disclosed elsewhere in the Company’s Form 8-K/A, or other third
parties, except for the patent applications: PCT/US10/02979 “Methods And Compositions For Treating Symptoms Associated With
Post-Traumatic Stress Disorder Using Cyclobenzaprine” and PCT/US 11/01529 “Method for Treating Cocaine Addiction”,
which were filed by the Company. Accordingly, no additional disclosure is warranted.

    2

Risk
Factors, page 20

5.  Refer to prior comment 16. It remains unclear
how you determined that there is no material risk that the projected sales from 2015 to 2018 will not materialize. Please address
the risk that these sales will not materialize in your risk factor disclosure or tell us why you believe that such disclosure
is not appropriate.

Response:

In
response to the staff’s suggestion, we have considered revisions to address any material risk related to the assumption that
there will be a significant market-wide increase in the use of all muscle relaxants for the treatment of FM, and reviewed
slide 23 of Exhibit 99.02, a third party research report. The Company does not believe it is wholly-dependent upon the assumption
published in a third party research report forecast of significant market-wide increases and that the commercialization risks associated
with the Company’s drugs are adequately set forth, without stating that the third party projected sales in a report filed
as an exhibit, could be inaccurate.

Financial Statements and Exhibits, page
55

6.  We note that you filed a PDF format exhibit in response to prior comment 22. Please
note that unofficial PDF documents may not be submitted to EDGAR without their official ASCII/HTML versions. Refer to section
5.2.3 of Volume II of the EDGAR Filer Manual for guidance. Accordingly, please file an official version of Exhibit 10.20 in the
correct format.

Response:

An ASCII/HTML
Version of Exhibit No.10.20 has been filed with Amendment No.2.

7.  Please address the final clause of prior comment 24, regarding Rule 436.

Response:

We acknowledge the staff’s
referral to Rule 436 and acknowledge that Rule 436 will require that the written consent of Frost & Sullivan will be required
in the event a registration statement or prospectus is filed which references such report or incorporates by reference such report
or its conclusions.

 The Company hereby
acknowledges the following:

 · The Company is responsible for the adequacy and accuracy of the disclosures
in the filings;

 · Staff comments or changes to disclosures in response to staff comments
do not foreclose the Commission from taking any action with respect to the filings; and

 · The Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned
if you have any questions or comments. Thank you.

    Very truly yours,

    /s/ SETH LEDERMAN

    Seth Lederman

    Chief Executive Officer

Cc: Harvey Kesner, Esq.

Marc Ross, Esq.

James Turner, Esq.

    3

January 10, 2012
  Via E-mail

Seth Lederman President, Chief Executive Officer and Chairman Tonix Pharmaceuticals Holding Corp. 509 Madison Avenue, Suite 306 New York, New York 10022
Re: Tonix Pharmaceuticals Holding Corp.
 Current Report on Form 8-K/A
Filed December 27, 2011                 File No. 333-150149

Dear Mr. Lederman:

We have reviewed your amended filing and ha ve the following comments.  In some of
our comments, we may ask you to provide us wi th information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing an amendment to your fili ng and the information you provide in response
to these comments, we may have additional comments.
Business Overview, page 4

1. It appears that you have not provided the overview as to the anticipated timeline and
costs for each of your products to reach co mmercialization as you state in response to
prior comment 5.  Please provide such an ove rview as requested in our prior comment.
Ensure your revisions also addre ss your other principal products.
2. You continue to state in the first bullet point on page 5 and elsewhere that you believe the
therapeutic uses you target are new uses, notwithstanding your response to prior
comment 8.  Please revise .

Seth Lederman Tonix Pharmaceuticals Holding Corp. January 10, 2012 Page 2

 Drug Delivery Technology, page 11

3. We note your response to prior comment 12.  We may have further comment upon
resolution of your request for confidential treatment.
Intellectual Property, page 14
4. It remains unclear from your response to pr ior comment 14 whether there any patents or
patent applications relating to TNX-201 were  transferred to you by Lederman & Co.
Please clarify.  Also, please re vise the statement that “[w]e have been granted numerous
patent applications…” to clar ify (1) the extent to which you received patents or patent
applications as opposed to acquiring them from affiliates or other thir d parties and (2) the
difference between a patent and a patent application.
Risk Factors, page 20
5. Refer to prior comment 16.  It remains unc lear how you determined that there is no
material risk that the projected sales from 2015 to 2018 will not materialize.  Please address the risk that these sales will not materia lize in your risk factor disclosure or tell us
why you believe that such disc losure is not appropriate.
Financial Statements and Exhibits, page 55

6. We note that you filed a PDF format exhibi t in response to prior comment 22.  Please
note that unofficial PDF documents may not be submitted to EDGAR without their
official ASCII/HTML versions.  Refer to section 5.2.3 of Volume II of the EDGAR Filer
Manual for guidance.  Accordingly, please file an official version of Exhibit 10.20 in the
correct format.
7. Please address the final clause of prior comment 24, regarding Rule 436 .

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.     In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Seth Lederman Tonix Pharmaceuticals Holding Corp. January 10, 2012 Page 3

  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Joanna Lam,  Staff Accountant, at (202)  551-3476 or John Archfield,
Senior Staff Accountant, at (202) 551-3315 if you have questi ons regarding comments on the
financial statements and related matters.  Please  contact Ruairi Regan, St aff Attorney, at (202)
551-3269 or James Lopez, Branch Chief, at  (202) 551-3536 with any other questions.

     S i n c e r e l y ,        / s /  J a m e s  L o p e z  ( f o r )        John Reynolds
Assistant Director
 cc: (via e-mail) Harvey Kesner, Esq.                          Sichenzia Ross Friedman Ference Anslow LLP

CORRESP
1
filename1.htm

    corresp.htm

Tonix Pharmaceuticals Holding Corp.

509 Madison Avenue, Suite 306

New York, New York 10022

December 27, 2011

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549-7010

Attn:

John Reynolds, Assistant Director

Division of Corporation Finance

James Lopez, Branch Chief

Division of Corporation Finance

Ruairi Regan, Esq.

John Archfield

Joanna Lam

Re:

Tonix Pharmaceuticals Holding Corp.

Current Report on Form 8-K

Filed October 14, 2011

File No. 333-150149

Ladies and Gentlemen:

The following responses address the comments of the reviewing Staff of the Commission as set forth in a comment letter dated November 10, 2011 (the "Comment Letter") relating to the Current Report on Form 8-K filed on October 14, 2011 (the "Form 8-K") by Tonix Pharmaceuticals Holding Corp. (the Company”). The answers set forth herein refer to each of the Staff’s' comments by number.

We are filing herewith Amendment No. 1 to the Company's Form 8-K.

Description of our Business, page 4

1.

Your business description should address the general development of your business for the past three years. For example, your corporate overview should clearly explain your relationship to each of the persons and entities referenced in that description. Also, expand your disclosure in this section to describe clearly the activities you have undertaken to develop your products since inception, including, for example, the research and development activities described on pages 37 and 38, and why, for example, you do not appear to have undertaken further studies on TNX-102 since the Phase 2a study in 2001.

Securities and Exchange Commission

December 27, 2011

Page 2 of 13

Response

We have revised our business description to address the general development of our business for the past three years, including explaining our relationship to each person/entity referenced and further describing activities undertaken to develop our products since inception.

2.

Please revise to clarify if and how the development studies, research and other necessary activities you describe are being conducted by your employees, L&L Technologies, Lederman & Co, Pharmanet Canada or others. Please describe any arrangements to share responsibilities or designate certain tasks as the responsibility of one or a number of the participating groups of persons.

Response

We have revised our disclosure to clarify what activities are being conducted by employees, consultants or others.  We have also clarified which persons/entities are responsible for what tasks.

3.

We note the statement on your subsidiary’s website that “[d]ue to the competitive nature of this business, Krele is not disclosing the assets it is developing or is considering adding to its portfolio.” With a view to clarifying disclosure, advise us of any such assets.

Response

Because of capital and personnel constraints we do not currently have active business activities within Krele.  Earlier this year, we were evaluating generic products based on:

‐

Calcitriol;

‐

Ibuprofen (400mg, 600mg, 800mg);

‐

Naproxin (250mg, 375mg, 500mg);

‐

Nystatin powder; and

‐

Disulfiram.

As both funds and time permit, Krele will continue to review additional generic product opportunities.  Because Gerald Price resigned from Krele and because Krele’s activities have been slowed down, we have moved the Krele disclosure to a later point in the business description.

4.

Please clarify when you intend to undertake the proposed studies you outline in this section, and disclose in approximate quantitative terms the material costs, if any, associated with each of those studies.

Response

We have revised our disclosure to discuss the intended timeline for the proposed studies mentioned, along with anticipated costs of such studies.

Securities and Exchange Commission

December 27, 2011

Page 3 of 13

5.

Please revise to provide an overview, in quantitative and qualitative terms, summarizing the approximate amount of time to reach commercialization for each of your principal product candidates taking into account material factors such as research and regulatory approval. Also, given the state of development of your products, revise your disclosure that appears to suggest you already create marketable products, such as your disclosure that “We create new dose formulations” on page 4.

Response

We have revised our disclosure to provide an overview as to the anticipated timeline and costs for each of our principal product candidates to reach commercialization.  With regards to the disclosure that “We create new dose formulations,” this is accurate because we do create new dose formulations as part of our research and development, with such dosage formulations adjusted to achieve our targeted results.  We have revised our disclosure to state that we do not market any of these new formulations.

6.

Please clarify the purpose of the licenses disclosed at the bottom of the second paragraph in this section.

Response

We have revised our disclosure to state that such licenses are required in order to manufacture, distribute and market prescription medications.

7.

Please tell us why your business description does not appear to address the rights relating to isometheptene mucate that you acquired from Lederman & Co. LLC pursuant to Exhibit 10.7.

Response

We have revised our disclosure to include the rights relating to isometheptene mucate that we acquired from Lederman & Co. LLC.

8.

Please revise to reconcile the statement on page six that “the therapeutic uses we target are new uses for these active ingredients” with the disclosure that cyclobenzaprine is widely used off-label to treat FM.

Response

We have revised the disclosure to indicate that when our patents were initially filed, the therapeutic uses we target were novel and unexpected, and that since our patents were filed, the use of cyclobenzaprine off-label to treat FM has apparently become widely used.

Securities and Exchange Commission

December 27, 2011

Page 4 of 13

9.

We note the statement on page seven that “TNX-102, our most advanced product candidate, is a bedtime pill.” Your disclosure suggests that you currently have a manufactured pill. Please revise to clarify. Also, it is unclear what you mean by “advanced” and in what way TNX-102 is closer to commercialization than TNX-105.

Response

We have revised our disclosure to indicate that the TNX-102 pill has been manufactured in small quantities for use in human clinical trials.  As disclosed in the Form 8-K, we have conducted a clinical trial with bedtime very low dose cyclobenzaprine on fibromyalgia patients, whereas no clinical trials have been conducted with regards to TNX-105.  As such, TNX-102 is closer to commercialization than TNX-105.

Emerging Market Opportunity, page 10

10.

Please revise to further clarify the nature of the studies and findings you identify in the two bullet points on page 10. For example, it is unclear what material elements made up the study conducted by Caliper Life Sciences and when it was undertaken. It is also unclear what your basis is for the “findings” in the first bullet point. Please disclose what activities were undertaken, the nature of any analyses conducted on those results, and the background of the individuals who conducted the activities and analyses.

Response

We have revised the disclosure to indicate the material elements of the study conducted by Caliper Life Sciences on the interactions of active pharmaceutical ingredients with receptors and when they were conducted.   We also have revised the disclosure to indicate the basis for the findings, the activities undertaken, and analyses and the background of the individual involved.  With regards to our “findings” in the first bullet point, we have changed findings to clinical studies.  As disclosed throughout the business section, a low dose cyclobenzaprine has had therapeutic effects on FM symptoms.  TNX-102 is a new formulation of low dose cyclobenzaprine.

11.

Similarly, we note the statement that “[o]ther compounds that bind this receptor have been shown to have effects in treating PTSD.” It is unclear why you do not describe what effects the compound had and what studies or institutions were the source of the observations that “have been shown.” Please revise accordingly.

Response

We have revised our disclosure to provide greater clarity about the rationale for studying the effects of cyclobenzaprine in PTSD.  Specifically, our study from Caliper Life Sciences determined that cyclobenzaprine interacted with a receptor on brain cells called the serotonin type 2a receptor.  Furthermore, it is a scientific fact that other compounds that bind this receptor have been shown to have effects in treating PTSD.  Both of these statements, that (i) other compounds bind to the serotonin type 2a receptor and (ii) those other compounds have been shown to have effects in treating PTSD, are supported by numerous peer-reviewed scientific publications.  We believe it would be unnecessary and confusing to the reader to provide cites to these publications, but for the Commission’s review, the following are approximately two dozen supporting articles:

Securities and Exchange Commission

December 27, 2011

Page 5 of 13

Anttila, S. A. and E. V. Leinonen (2001). "A review of the pharmacological and clinical profile of mirtazapine." CNS Drug Rev 7(3): 249-64.

Bahk, W. M., C. U. Pae, et al. (2002). "Effects of mirtazapine in patients with post-traumatic stress disorder in Korea: a pilot study." Hum Psychopharmacol 17(7): 341-4.

Bartzokis, G., P. H. Lu, et al. (2005). "Adjunctive risperidone in the treatment of chronic combat-related posttraumatic stress disorder." Biol Psychiatry 57(5): 474-9.

Brophy, M. H. (1991). "Cyproheptadine for combat nightmares in post-traumatic stress disorder and dream anxiety disorder." Mil Med 156(2): 100-1.

Chung, M. Y., K. H. Min, et al. (2004). "Efficacy and tolerability of mirtazapine and sertraline in Korean veterans with posttraumatic stress disorder: a randomized open label trial." Hum Psychopharmacol 19(7): 489-94.

Connor, K. M., J. R. Davidson, et al. (1999). "A pilot study of mirtazapine in post-traumatic stress disorder." Int Clin Psychopharmacol 14(1): 29-31.

Cusack, B., A. Nelson, et al. (1994). "Binding of antidepressants to human brain receptors: focus on newer generation compounds." Psychopharmacology (Berl) 114(4): 559-65.

Davidson, J. R., R. H. Weisler, et al. (2003). "Mirtazapine vs. placebo in posttraumatic stress disorder: a pilot trial." Biol Psychiatry 53(2): 188-91.

Davidson, J. R., R. H. Weisler, et al. (1998). "Treatment of posttraumatic stress disorder with nefazodone." Int Clin Psychopharmacol 13(3): 111-3.

Davis, L. L., M. E. Jewell, et al. (2004). "A placebo-controlled study of nefazodone for the treatment of chronic posttraumatic stress disorder: a preliminary study." J Clin Psychopharmacol 24(3): 291-7.

Hamner, M. B., R. A. Faldowski, et al. (2003). "Adjunctive risperidone treatment in post-traumatic stress disorder: a preliminary controlled trial of effects on comorbid psychotic symptoms." Int Clin Psychopharmacol 18(1): 1-8.

Harsch, H. H. (1986). "Cyproheptadine for recurrent nightmares." Am J Psychiatry 143(11): 1491-2.

Hertzberg, M. A., M. E. Feldman, et al. (1996). "Trial of trazodone for posttraumatic stress disorder using a multiple baseline group design." J Clin Psychopharmacol 16(4): 294-8.

Hertzberg, M. A., M. E. Feldman, et al. (1998). "Open trial of nefazodone for combat-related posttraumatic stress disorder." J Clin Psychiatry 59(9): 460-4.

Hidalgo, R., M. A. Hertzberg, et al. (1999). "Nefazodone in post-traumatic stress disorder: results from six open-label trials." Int Clin Psychopharmacol 14(2): 61-8.

Honda, M., T. Nishida, et al. (2003). "Tricyclic analogs cyclobenzaprine, amitriptyline and cyproheptadine inhibit the spinal reflex transmission through 5-HT(2) receptors." Eur J Pharmacol 458(1-2): 91-9.

Kim, W., C. U. Pae, et al. (2005). "The effectiveness of mirtazapine in the treatment of post-traumatic stress disorder: a 24-week continuation therapy." Psychiatry Clin Neurosci 59(6): 743-7.

Lewis, J. D. (2002). "Mirtazapine for PTSD nightmares." Am J Psychiatry 159(11): 1948-9.

Owens, M. J., W. N. Morgan, et al. (1997). "Neurotransmitter receptor and transporter binding profile of antidepressants and their metabolites." J Pharmacol Exp Ther 283(3): 1305-22.

Rijnders, R. J. P., D. D. M. Laman, et al. (2000). "Cyproheptadine for Posttraumatic Nightmares." Am J Psychiatry 157(9): 1524-a-1525.

Stein, M. B., N. A. Kline, et al. (2002). "Adjunctive olanzapine for SSRI-resistant combat-related PTSD: a double-blind, placebo-controlled study." Am J Psychiatry 159(10): 1777-9.

Warner, M. D., M. R. Dorn, et al. (2001). "Survey on the usefulness of trazodone in patients with PTSD with insomnia or nightmares." Pharmacopsychiatry 34(4): 128-31.

Securities and Exchange Commission

December 27, 2011

Page 6 of 13

Drug Delivery Technology, page 11

12.

Please describe the material terms of your agreement with Lipocine, Inc. referenced in the first paragraph. Also, describe the reformulation work being undertaken by Lipocine on your behalf.

Response

We have revised the disclosure to indicate the material terms of the agreement with Lipocine and the reformulation work being undertaken by Lipocine.  As the payment terms of our agreement with Lipocine are subject to a pending request for confidential treatment, they have not been disclosed in the amended Form 8-K.

13.

Please provide an expanded description of the study referenced in the second paragraph, including the extent of the study, how the results were measured and when it was undertaken.

Response

We have revised the disclosure to expand the description of the study including the extent of the study and how the results were measured and when it was undertaken.

Intellectual Property, page 14

14.

With a view to disclosure, please tell us which intellectual property disclosed on page 14 relates to TNX-201 that you disclose on page 37 was received from Lederman & Co. in exchange for $295,500. Please disclose the duration of material patents. Also, given your disclosure in the fourth paragraph on page 23 regarding licenses, please describe your material patent licenses and file material license agreements as exhibits.

Response

We have revised the disclosure in our MD&A section to state that Tonix incurred an expense of $295,500 in June 2010 related to the technical transfer of intellectual property associated with Isometheptene Mucate (“ICA IP”), which included all patentable subject matter, all resulting patent applications and patents and other intellectual property and data relating to the ICA IP.  In addition, we have disclosed the duration of our material patents.  Currently, we have no licensed patents.  Pursuant to our agreement with Lipocine, which is filed as an exhibit to the Form 8-K, we have the option to purchase exclusive licenses to certain patents held by Lipocine.  As a result, we have revised our disclosure accordingly.

Securities and Exchange Commission

December 27, 2011

Page 7 of 13

Risk Factors, page 20

15.

Please revise page 20 or where appropriate to further address “potential side effects.” We note, for example, the reference to adverse effects of cyclobenzaprine on slide 42 of Exhibit 99.02.

Response

We have revised the disclosure to describe the two most significant potential side effects of cyclobenzaprine.

16.

Consider revising here or where appropriate to address any material risk related to the assumption that there will be a significant market-wide increase in the use of all muscle relaxants for the treatment of FM. We note slide 23 of Exhibit 99.02.

Response

The significant market-wide increase is directly related to the anticipated sales

November 10, 2011
  Via E-mail

Seth Lederman President, Chief Executive Officer and Chairman Tonix Pharmaceuticals Holding Corp. 509 Madison Avenue, Suite 306 New York, New York 10022
Re: Tonix Pharmaceuticals Holding Corp.
 Current Report on Form 8-K
Filed October 14, 2011                 File No. 333-150149

Dear Mr. Lederman:

We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing an amendment to your fili ng and the information you provide in response
to these comments, we may have additional comments.
Description of our Business, page 4

1. Your business description should address th e general development of your business for
the past three years.  For example, your co rporate overview should clearly explain your
relationship to each of the persons and entitie s referenced in that description.  Also,
expand your disclosure in this  section to describe clea rly the activit ies you have
undertaken to develop your products since in ception, including, for example, the research
and development activities described on pa ges 37 and 38, and why, for example, you do
not appear to have undertaken further stud ies on TNX-102 since th e Phase 2a study in
2001.
2. Please revise to clarify if and how the deve lopment studies, research and other necessary
activities you describe ar e being conducted by your employees, L&L Technologies,

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 2

 Lederman & Co, Pharmanet Canada or others.  Please describe any arrangements to share
responsibilities or desi gnate certain tasks as the responsibility of one  or a number of the
participating groups of persons.
3. We note the statement on your subsidiary’s webs ite that “[d]ue to th e competitive nature
of this business, Krele is not disclosing the assets it is de veloping or is considering adding
to its portfolio.”  With a view to clarifyi ng disclosure, advise us of any such assets.
4. Please clarify when you intend to undertak e the proposed studies you outline in this
section, and disclose in approximate quantit ative terms the material costs, if any,
associated with each of those studies.
5. Please revise to provide an overview, in  quantitative and qualita tive terms, summarizing
the approximate amount of time to reach comm ercialization for each of your principal
product candidates taking into account materi al factors such as re search and regulatory
approval.  Also, given the state of developm ent of your products, revise your disclosure
that appears to suggest you al ready create marketable products,  such as your disclosure
that  “We create new dose formulations” on page 4.
6. Please clarify the purpose of the licenses disc losed at the bottom of the second paragraph
in this section.
7. Please tell us why your business description doe s not appear to addres s the rights relating
to isometheptene mucate that you acquired from Lederman & Co. LLC pursuant to
Exhibit 10.7.
8. Please revise to reconcile the statement on page  six that “the therapeutic uses we target
are new uses for these active ingredients” w ith the disclosure that cyclobenzaprine is
widely used off-label to treat FM.
9. We note the statement on page seven th at “TNX-102, our most advanced product
candidate, is a bedtime pill.”  Your disclosure suggests that you currently have a manufactured pill.  Please revise to clar ify.  Also, it is unclear what you mean by
“advanced” and in what way TNX-102 is closer to commercialization than TNX-105.
Emerging Market Opportunity, page 10

10. Please revise to further clarify the nature of  the studies and findings  you identify in the
two bullet points on page 10.  For example, it is unclear what material elements made up
the study conducted by Caliper Life Sciences and when it was undertaken.  It is also
unclear what your basis is for the “findings” in the first bullet point.  Please disclose what
activities were undertaken, the nature of any analyses conduc ted on those results, and the
background of the individuals who c onducted the activitie s and analyses.
11. Similarly, we note the statemen t that “[o]ther compounds that  bind this receptor have
been shown to have effects in treating PTSD .”  It is unclear why you do not describe

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 3

 what effects the compound had and what studies  or institutions were  the source of the
observations that “have been shown.”  Please revise accordingly.
Drug Delivery Technology, page 11

12. Please describe the material terms of your ag reement with Lipocine, Inc. referenced in
the first paragraph.  Also, describe the re formulation work being undertaken by Lipocine
on your behalf.
13. Please provide an expanded description of the study referenced in  the second paragraph,
including the extent of the study, how the results were measured and when it was undertaken.
Intellectual Property, page 14

14. With a view to disclosure, please tell us which intellectual property disclosed on page 14
relates to TNX-201 that you disclose on page 37 was received from Lederman & Co. in
exchange for $295,500.  Please disclose the durat ion of material patents.  Also, given
your disclosure in the fourth paragraph on page 23 regarding licenses, please describe
your material patent licenses and file ma terial license agreements as exhibits.
Risk Factors, page 20
15. Please revise page 29 or where appropriate to further address “potentia l side effects.”  We
note, for example, the reference to advers e effects of cyclobenzaprine on slide 42 of
Exhibit 99.02.
16. Consider revising here or wher e appropriate to address any material risk related to the
assumption that there will be a significant ma rket-wide increase in the use of all muscle
relaxants for the treatment of FM.  We note slide 23 of Exhibit 99.02.
Risks related to our Stock, page 32
17. Please reconcile your disclosure that there ha s been a limited trading market here and in
the third risk factor on page 34 for your comm on stock with your disc losure in the first
paragraph on page 50.
Management’s Discussion and Analysis…, page 36
Results of Operations, page 37
18. Please quantify your research and development e xpenses that relate to analysis of Phase
2a clinical studies for TNX-102 and receptor binding studies and address whether these
costs increased or decreased rela tive to the prior fiscal period.

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 4

 19. Please revise the discussion of your peri od to period changes in research and
development and general and administrative expenses to clarify when the significant
activities were conducted by persons  or entities other than yo u, such as a contractor or
third party clinic.
Research and Development Expenses, page 38

20. Please clarify the nature of your  sleep study as referenced in this section.  For example, it
is unclear what individuals and facilities were involved.
Certain Relationships and Rela ted Transactions, page 39
21. Please expand your disclosure in this section to disclose the material terms of each of
your agreements with related pa rties.  We note, for example, the transactions referenced
on page F-16 or the Technology Transfer and Assignment Agreement, dated as of June 4,
2010, by and between Krele Pharmaceuticals, Inc. and Lederman & Co., LLC .
Financial Statements and Exhibits, page 55
22. Please tell us where you have filed as an e xhibit the agreement rega rding your lease of
property entered into on September 28, 2010.
23. We note that you indicate that confidential trea tment is requested for portions of Exhibits
10.09 and 10.10; however, it appears no request  for confidential treatment has been
submitted.  Please advise.
24. We note the reference on page four to “a study conducted by Frost & Sullivan on behalf
of Tonix.”  We also note the reference on page  10 to “studies conducted by a third party
that we engaged, Caliper Life Sciences.”  Please confirm, if true, that the Frost &
Sullivan study you reference is the only such study cited in your Form 8-K and that it is filed as Exhibit 99.02.  Also, please provide a copy of the Caliper Life Sciences study and
advise us of your understanding with respect to the applicab ility of Rule 436 to these
studies in the event you file  a registration statement.

Financial Statements as of and for th e Fiscal Years Ended December 31, 2010 and 2009

 Consolidated Statements of Operations, page F-3

 25. Please revise to present basic and dilu ted per-share amounts on the face of the
statements of operations for each period presented.  Refer to ASC 260-10-45-2.
 26. We note the undeclared cumulative divi dends on Preferred Stock of $148,735 (page
F-26), $78,211 (page F-13) and $32,000 (page F-13) at June 30, 2011, December 31, 2010 and December 31, 2009, respectively.   Please  tell us if the lo ss applicable to
common stock is materially different in qua ntitative terms from the reported net loss

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 5

 for each period presented and, if so, tell us how you considered the requirements of
SAB Topic 6.B.
 Notes to Consolidated Financial Statements, page F-6

 27. Please revise to include a reconciliation of  the numerators and the denominators of
the basic and diluted per-share computations.  Also revise to disclose the securities
that could potentially dilute basic EPS in the future that were not in included in the computation of diluted EPS because to do so would have been antidilutive for the periods presented.  Refer to ASC 260-10-50-1.

 Note H – Income Taxes, page F-11

 28. Please revise to provide the unrecognized tax benefit disclosures required by ASC
740-10-50-15.
 Note L – Subsequent Events, page F-16

 29. Please disclose the date through which you ha ve evaluated subsequent events for the
annual and interim financial statements presen ted, and whether that date is either the
date the financial statements were issued or available to be issued.  Refer to ASC
855-10-50-1.
 Unaudited Pro Forma Condensed Combined Financial Statements, page F-31

 Unaudited Pro Forma Condensed Combined Stat ements of Operations for the Year Ended
December 31, 2010, page F-33
 30. Please revise to also present the historic al loss per share data for both Tonix and
Tamandare for the year ended December 31, 2010 and six months ended June 30, 2010.
 31. We note the weighted average shar es of 11,319,780 (page F-33) and 19,362,452
(page F-34) that were used in the computa tion of basic and diluted net loss per share
for the year ended December 31, 2010 and six months ended June 30, 2011,
respectively. Please supplementally provide us  with your calculation to arrive at the
pro forma weighted average shares outsta nding for each period.  Also tell us how
you considered the possible dilution of the pro forma per share data resulting from
the issuance of $1,625,000 of convertible de bentures concurrent with the Share
Exchange.  Refer to Rule 11- 02(b)(7) of Regulation S-X.
 32. We note in footnote (D) that you reflect the accelerated vest ing of 1,737,000 shares
of restricted stock as an adjustment to  your pro forma balance sheet on page F-32.
We further note in footnote (G) that you di d not give effect to the accelerated vesting

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 6

 of the 1,737,000 shares of restricted stock in  your calculation of pro forma basic and
diluted loss per common share.  Please revise  to reflect the accelerated vesting of the
1,737,000 shares in your calculation of pro fo rma basic and diluted loss per common
share, or explain to us w hy you believe that such pro fo rma effect is not required.
Refer to Rule 11-02(b)(7) of Regulation S-X.
 1. Share Exchange, page F-35

 33. We note that Tonix Shareholders received in exchange for all of their shares of
Tonix Common and Preferred Stock, an aggregate of 22,666,667 shares of
Tamandare’s Common Stock in the Octobe r 7, 2011 Share Exchange.  We further
note on page F-26 the undeclared cumula tive dividends on Preferred Stock of
$148,735 at June 30, 2011.  Please tell us and re vise to disclose how the undeclared
cumulative dividends were affected in the ex change.  To the extent that these will
remain undeclared cumulative dividends afte r the exchange, clearly disclose this in
the pro forma information.
 Note 2. Pro Forma Adjustments, page F-35

 34. We note in footnote (C) that you reflec t the issuance of $1,625,000 of debentures
concurrent with the Share Exchange, including the $500,000 of debentures which
were exchanged for the Tonix debentures  and the $40,000 deferred financing costs,
as adjustments to your pro forma balance shee t.  We further note in  footnote (H) that
“the debentures were not assumed to have been issued on January 1, 2010 and,
accordingly, no pro forma interest expens e is reflected in the accompanying pro
forma statements of operations.”  Please tell us how you considered Rule 11-02(b)(6)
of Regulation S-X to arrive at your conclusion to not refl ect the interest expense and
amortization of deferred financing costs rela ted to the debentures as adjustments to
your pro forma statements of operations.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 9A. Controls and Procedures, page 18

 35. We note that you did not disclose manageme nt’s conclusion on the effectiveness of
disclosure controls and procedures (“ DC&P”) as of December 31, 2010.  Please
confirm to us that you will disclose management’s conclusion on the effectiveness DC&P in all future filings on Form 10-K, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the
Exchange Act.  Refer to Item 307 of Regula tion S-K, and the instru ctions to Item 9A
of Form 10-K.

Seth Lederman Tonix Pharmaceuticals Holding Corp. November 10, 2011 Page 7

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.     In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Joanna Lam,  Staff Accountant, at (202)  551-3476 or John Archfield,
Senior Staff Accountant, at (202) 551-3315 if you have questi ons regarding comments on the
financial statements and related matters.  Please  contact Ruairi Regan, St aff Attorney, at (202)
551-3269 or James Lopez, Branch Chief, at  (202) 551-3536 with any other questions.

     S i n c e r e l y ,        / s /  J a m e s  L o p e z  ( f o r )        John Reynolds
Assistant Director
 cc: (via e-mail) Harvey Kesner, Esq.                          Sichenzia Ross Friedman Ference Anslow LLP

January 5, 2011
 Mr. David J. Moss President, Chief Executive Officer, Chief Financial Officer,  Secretary, Treasurer and Director Tamandare Explorations Inc.
23046 Avenida de la Carlota, Suite 600
Laguna Hills, CA 92653
Re: Tamandare Explorations Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 16, 2010 Response Letter Dated December 14, 2010 File No. 333-150149

Dear Mr. Moss:
 We have completed our review of your fili ngs, and do not have any further comments at
this time.
Sincerely,

Ethan M. Horowitz Branch Chief

December 2, 2010

Mr. Mark Lawson President, Chief Executive Officer and Chief Financial Officer Tamandare Explorations Inc. 15 Fort York Blvd., Suite 4511
Toronto, ON, Canada M5V 3Y4

Re: Tamandare Explorations Inc.  Form 10-K for Fiscal Year Ended December 31, 2009
Filed February 16, 2010 File No. 333-150149
 Dear Mr. Lawson:
 We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2009

Report of Independent Registered Public Accounting Firm, page 11

1. We note that the report issued by your audito r does not specifically identify each of the
periods presented in your comparative financial statements included in your filing as being audited, which is required by AU Sec tion 508.08.  Please obtai n a revised report
from your independent auditor that fully  complies with AU Section 508.08, and amend
your filing accordingly.
 Signatures, page 26

 2. Please revise to provide the following statement and related signatures in the Signatures section of your annual report: “Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant  has duly caused this report to be signed

Mr. Mark Lawson Tamandare Explorations Inc. December 2, 2010 Page 2

on its behalf by the undersigned, thereunto duly authorized.”  Refer to General
Instruction D to Form 10-K.    We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Donald F. Delaney, at ( 202) 551-3863, if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me, at (202) 551-3311,
with any other questions.
Sincerely,

Ethan Horowitz Branch Chief