SecProbe.io

February 26, 2015

Via E -mail
John P. Kelley
Chief Executive Officer
Tenax Therapeutics, Inc.
One Copley Parkway, Suite 490
Morrisville, NC 27560

Re: Tenax Therapeutics, Inc.
  Registration Statement on Form S-3
Filed February 24, 2015
  File No. 333-202244

Dear Mr. Kelley :

We have reviewed your registration statement  and have the following comment.  If you
do not believe this comment applies to your facts and circumstances, please tell us why in your
response.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any information you provide in response to this comment, we may have
additio nal comments.

General

1. It appears that you are relying on General Instruction I.B.6 to Form S -3 to register your
offering.  As such, please revise your r egistration statement to set forth on the outside
front cover  of the prospectus the calculation of the aggregate market value of the
registrant’s outstanding voting and  nonvoting common equity pursuant to General
Instruction I.B.6. and the amount of all securities offered pursuant  to General Instruction
I.B.6. during the prior 12 calendar month period t hat ends on, and includes, the date of
the prospectus.  We refer you to the disclosure required pursuant to Instruction 7 to I.B.6.
of Form S -3.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

John P. Kelley
Tenax Therapeutics, Inc.
February 26, 2015
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for t he accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging  that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pu rsuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request f or acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as th ey relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tara Keating Brooks  at (202) 551 -8336 , Bryan Pitko at (202) 551 -3203  or
me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko  for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Margaret Rosenfeld
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.