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                              September 4, 2020

       Michael Jebsen
       President and Chief Financial Officer
       Tenax Therapeutics, Inc.
       ONE Copley Parkway, Suite 490
       Morrisville, NC 27560

                                                        Re: Tenax Therapeutics,
Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed August 20,
2020
                                                            File No. 333-248201

       Dear Mr. Jebsen:

              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 August 20, 2020

       General

   1.                                                   We note that the forum
selection provision contained in your certificate of
                                                        incorporation
identifies the Court of Chancery of the State of Delaware and North
                                                        Carolina state courts
as the exclusive forums for certain litigation, including any
                                                           derivative action.
 Please 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. Please revise your disclosure to describe the provision,
 Michael Jebsen
Tenax Therapeutics, Inc.
September 4, 2020
Page 2
      discuss its risks and other impacts on investors, and address any
uncertainty about the
      applicability of the provision. 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
ensure that the
      exclusive forum provision in the governing documents states this clearly,
or 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 Nicholas Lamparski at (202) 551-4695 or Lilyanna Peyser at
(202) 551-
3222 with any other questions.



                                                             Sincerely,
FirstName LastNameMichael Jebsen
                                                             Division of
Corporation Finance
Comapany NameTenax Therapeutics, Inc.
                                                             Office of Trade &
Services
September 4, 2020 Page 2
cc:       Margaret N. Rosenfeld
FirstName LastName