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                             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-offerin
gs-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.
 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,
FirstName LastNameSeth Lederman
                                                             Division of
Corporation Finance
Comapany NameTonix Pharmaceuticals Holding Corp.
                                                             Office of Life
Sciences
April 15, 2021 Page 2
cc:       Michael J. Lerner
FirstName LastName