February 3, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

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

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.

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

  Response:

The staff’s response is noted. 

Intellectual Property, page 14

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.

Risk Factors, page 20

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

Response:

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

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:

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

Cc: Harvey Kesner, Esq.
Marc Ross, Esq.

James Turner, Esq.