TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo 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