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
 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,
FirstName LastNameSeth Lederman
                                                            Division of
Corporation Finance
Comapany NameTonix Pharmaceuticals Holding Corp.
                                                            Office of
Healthcare & Insurance
September 4, 2019 Page 2
cc:       Irina Ishak, Esq.
FirstName LastName