SecProbe.io

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 tennx_corresp.htm TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 April 21, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Tenax Therapeutics, Inc. Registration Statement on Form S-3 Filed April 15, 2025 File No. 333-286557 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Tenax Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the registration statement on Form S-3 (File No. 333-286557) (the “Registration Statement”), of the Registrant, relating to the registration of certain of the Registrant’s securities, so that it may become effective on Wednesday, April 23, 2025 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Registrant hereby acknowledges the following: · should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and · the Registrant will 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 be advised that there are no underwriters or sales agents involved as the Registration Statement is for a resale offering by selling stockholders. Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Lorna Knick at (919) 865-2823. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to our counsel via e-mail at lknick@wyrick.com. Sincerely, TENAX THERAPEUTICS, INC. By: /s/ Christopher T. Giordano Christopher T. Giordano President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 18, 2025

Christopher Giordano
Chief Executive Officer
Tenax Therapeutics, Inc.
101 Glen Lennox Drive, Suite 300
Chapel Hill, NC 27517

 Re: Tenax Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 15, 2025
 File No. 333-286557
Dear Christopher Giordano:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Lorna A. Knick
</TEXT>
</DOCUMENT>

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tenx_corresp.htm

 TENAX THERAPEUTICS, INC.

 101 Glen Lennox Drive, Suite 300

 Chapel Hill, North Carolina 27517

 September 10, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Tenax Therapeutics, Inc.

 Registration Statement on Form S-3

 Filed August 30, 2024

 File No. 333-281873

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Tenax Therapeutics, Inc. (the “Registrant”) hereby respectfully requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the registration statement on Form S-3 (File No. 333-281873) (the “Registration Statement”), of the Registrant, relating to the registration of certain of the Registrant’s securities, so that it may become effective on Thursday, September 12, 2024, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

 In connection with the foregoing, the Registrant hereby acknowledges the following:

   ·

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

   ·

   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

   ·

   the Registrant will 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 be advised that there are no underwriters or sales agents involved as the Registration Statement is for a resale offering by selling stockholders.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Lorna Knick at (919) 865-2823. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to our counsel via e-mail at lknick@wyrick.com.

   Sincerely,

   TENAX THERAPEUTICS, INC.

   By:

   /s/ Christopher T. Giordano

   Christopher T. Giordano

   President and Chief Executive Officer

September 5, 2024
Christopher Giordano
President and Chief Executive Officer
Tenax Therapeutics, Inc.
101 Glen Lennox Drive, Suite 300
Chapel Hill, NC 27517
Re:Tenax Therapeutics, Inc.
Registration Statement on Form S-3
Filed August 30, 2024
File No. 333-281873
Dear Christopher Giordano:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Lorna A. Knick

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tenx_corresp

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

February 5, 2024

VIA EDGAR CORRESPONDENCE

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

Tenax
Therapeutics, Inc.

Registration
Statement on Form S-1

File
No. 333-275856

Ladies
and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act
of 1933, as amended (the “Act”), we, the placement
agent, hereby request that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the
above-referenced registration statement on Form S-1 (the
“Registration Statement”) to become effective at 5:30
p.m., Eastern time, on Tuesday, February 6, 2024, or as soon
thereafter as practicable.

Pursuant to Rule
460 under the Act, we wish to advise you that we have distributed
as many copies of the Preliminary Prospectus dated February 2, 2024
to agents, dealers, institutions and others as appears to be
reasonable to secure adequate distribution of the preliminary
prospectus.

The
undersigned, as placement agent, has complied and will comply with
Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

Very
truly yours,

ROTH CAPITAL PARTNERS, LLC

By: /s/ Aaron M.
Gurewitz

Aaron M. Gurewitz

President

cc:

M. Ali Panjwani,
Esq.

Pryor
Cashman LLP

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tenx_corresp.htmTENAX THERAPEUTICS, INC.

 101 Glen Lennox Drive, Suite 300

 Chapel Hill, North Carolina 27517

 February 5, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

    Attention:

     Mr. Daniel Crawford

 Division of Corporation Finance

 Office of Life Sciences

    Re:

   Acceleration Request

 Tenax Therapeutics, Inc.

 Registration Statement on Form S-1

 Filed December 1, 2023, as amended on February 1 and 2, 2024

 (File No. 333-275856)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Tenax Therapeutics, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Tuesday, February 6, 2024, at 5:30 p.m. Eastern Time, or as soon thereafter as practicable or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission.

 The Registrant hereby authorizes Lorna A. Knick and/or S. Halle Vakani of Wyrick Robbins Yates & Ponton LLP to orally modify or withdraw this request for acceleration.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Lorna A. Knick (919) 865-2823. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to Ms. Knick via email at lknick@wyrick.com.

   Very truly yours,

   TENAX THERAPEUTICS, INC.

   By:

   /s/ Christopher T. Giordano

   Christopher T. Giordano

   President and Chief Executive Officer

 cc: Lorna A. Knick, Wyrick Robbins Yates & Ponton LLP

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tenx_corresp.htm

   Wyrick Robbins Yates & Ponton LLP

 ATTORNEYS AT LAW

 4101 Lake Boone Trail, Suite 300, Raleigh, NC  27607

 PO Drawer 17803, Raleigh, NC  27619

 P:  919.781.4000  F: 919.781.4865  www.wyrick.com

 MEMBER OF MERITAS LAW FIRMS WORLDWIDE

 February 1, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

    Attention:

   Mr. Daniel Crawford

 Mr. Jason Drory

 Division of Corporation Finance

 Disclosure Review Program

   Re:

   Tenax Therapeutics, Inc.

 Registration Statement on Form S-1

 Filed December 1, 2023

 File No. 333-275856

 Ladies and Gentlemen:

 We write this letter on behalf of our client Tenax Therapeutics, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above-captioned filing, as set forth in the Staff’s letter dated December 7, 2023 (the “Comment Letter”). The text of the Comment Letter has been reproduced herein with our response below the numbered comment.

 Registration Statement on Form S-1 filed December 1, 2023

 Coverpage

 1. Please revise your cover page to disclose the date the offering will end. Refer to Item 501(b)(8)(iii) or Regulation S-K for guidance.

 The Company acknowledges the Comment Letter and respectfully advises the Staff that the cover page of the amendment to the above-captioned filing has been revised to disclose the date the offering will terminate.

 *  *  *  *  *

 Division of Corporation Finance

 February 1, 2024

 Page 2 of 2

 The Company respectfully submits that the foregoing is appropriately responsive to the Staff’s comments.  If the Staff has any further comments, please direct them to the undersigned.

         Sincerely,

      /s/ Lorna A. Knick

  Lorna A. Knick

 cc: Christopher T. Giordano, President and Chief Executive Officer, Tenax Therapeutics, Inc.

United States securities and exchange commission logo
December 7, 2023
Christopher T. Giordano
President and Chief Executive Officer
Tenax Therapeutics, Inc.
101 Glen Lennox Drive, Suite 300
Chapel Hill, NC 27517
Re:Tenax Therapeutics, Inc.
Registration Statement on Form S-1
Filed December 1, 2023
File No. 333-275856
Dear Christopher T. Giordano:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed December 1, 2023
Coverpage
1.Please revise your cover page to disclose the date the offering will end. Refer to Item
501(b)(8)(iii) of Regulation S-K for guidance.
            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 Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with
any other questions.

 FirstName LastNameChristopher T. Giordano
 Comapany NameTenax Therapeutics, Inc.
 December 7, 2023 Page 2
 FirstName LastName
Christopher T. Giordano
Tenax Therapeutics, Inc.
December 7, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lorna Knick, Esq.

United States securities and exchange commission logo
August 16, 2023
Christopher Giordano
President and Chief Executive Officer
Tenax Therapeutics, Inc.
101 Glen Lennox Drive, Suite 300
Chapel Hill, North Carolina 27517
Re:Tenax Therapeutics, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 28, 2023
File No. 001-34600
Dear Christopher Giordano:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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   Wyrick Robbins Yates & Ponton LLP

   ATTORNEYS AT LAW

   4101 Lake Boone Trail, Suite 300, Raleigh, NC  27607

   PO Drawer 17803, Raleigh, NC  27619

   P:  919.781.4000  F: 919.781.4865  www.wyrick.com

   MEMBER OF MERITAS LAW FIRMS WORLDWIDE

 August 10, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

    Attention:

   Mr. John Stickel

   Ms. Amanda Ravitz

 Division of Corporation Finance

 Disclosure Review Program

    Re:

   Tenax Therapeutics, Inc.

   Definitive Proxy Statement on Schedule 14A

 Filed April 28, 2023

 File No. 001-34600

 Ladies and Gentlemen:

 We write this letter on behalf of our client Tenax Therapeutics, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to the above-captioned filing, as set forth in the Staff’s letter dated August 7, 2023 (the “Comment Letter”). The text of the Comment Letter has been reproduced herein with our response below the numbered comments.

 Definitive Proxy Statement on Schedule 14A filed April 28, 2023

 Pay Versus Performance, page 44

   1.

   We note from footnote (3) on page 45 that the 2022 disclosure of the average Summary Compensation Table total for non-PEO NEOs is meant to include both Eliot Lurier and Stuart Rich, and for 2021 is meant to include Messrs. Lurier and Jebsen and Dr. Rich. However, it appears that the pay versus performance table may include only the Summary Compensation Table total and compensation actually paid amounts for Dr. Rich. Please ensure that the pay versus performance table includes the disclosures required by Regulation S-K Item 402(v)(2)(ii) and (iii), and that any footnotes and descriptions of the relationships between information presented in the table accurately reflect the disclosures in the table.

   2.

   Refer to the reconciliation tables in the footnotes to your pay versus performance table. It is unclear what amounts are reflected in the row titled "Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year." Specifically, equity awards granted in prior years that vest during the relevant year should be valued as the difference between the fair value as of the end of the prior fiscal year and the vesting date, not the "year over year" change in value. Please ensure that your table headings reflect accurately the amounts used to calculate compensation actually paid. Refer to Item 402(v)(2)(iii)(C)(iv) of Regulation S-K.

 The Company acknowledges the Comment Letter and will be certain to enhance its future proxy disclosures to address the topics in the Comment Letter as guided by Items 402(v)(2)(ii) and (iii) of Regulation S-K.

 * * * * *

  1

 Division of Corporation Finance

 August 10, 2023

 Page 2 of 2

 The Company respectfully submits that the foregoing is appropriately responsive to the Staff’s comments. If the Staff has any further comments, please direct them to the undersigned.

   Sincerely,

   /s/ S. Halle Vakani

   S. Halle Vakani

 cc: Christopher T. Giordano, President and Chief Executive Officer, Tenax Therapeutics, Inc.

  2

United States securities and exchange commission logo
August 7, 2023
Christopher Giordano
President and Chief Executive Officer
Tenax Therapeutics, Inc.
101 Glen Lennox Drive, Suite 300
Chapel Hill, North Carolina 27517
Re:Tenax Therapeutics, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 28, 2023
File No. 001-34600
Dear Christopher Giordano:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.  Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 28, 2023
Pay Versus Performance, page 44
1.We note from footnote (3) on page 45 that the 2022 disclosure of the average Summary
Compensation Table total for non-PEO NEOs is meant to include both Eliot Lurier
and Stuart Rich, and for 2021 is meant to include Messrs. Lurier and Jebsen and Dr. Rich.
However, it appears that the pay versus performance table may include only the Summary
Compensation Table total and compensation actually paid amounts for Dr. Rich. Please
ensure that the pay versus performance table includes the disclosures required by
Regulation S-K Item 402(v)(2)(ii) and (iii), and that any footnotes and descriptions of the
relationships between information presented in the table accurately reflect the disclosures
in the table.
2.Refer to the reconciliation tables in the footnotes to your pay versus performance table.  It
is unclear what amounts are reflected in the row titled "Year over Year Change in Fair
Value of Equity Awards Granted in Prior Years that Vested in the Year."  Specifically,
equity awards granted in prior years that vest during the relevant year should be valued as
the difference between the fair value as of the end of the prior fiscal year and the vesting
date, not the "year over year" change in value.  Please ensure that your table headings
reflect accurately the amounts used to calculate compensation actually paid.  Refer to Item
402(v)(2)(iii)(C)(iv) of Regulation S-K.

 FirstName LastNameChristopher Giordano
 Comapany NameTenax Therapeutics, Inc.
 August 7, 2023 Page 2
 FirstName LastName
Christopher Giordano
Tenax Therapeutics, Inc.
August 7, 2023
Page 2
            Please contact John Stickel at 202-551-3324 or Amanda Ravitz at 202-551-3412 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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tenaxs-1accelerationreque

TENAX THERAPEUTICS, INC.

101 Glen Lennox Drive, Suite 300

Chapel Hill, North Carolina 27517

 February
1, 2023

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:

Daniel
Crawford

Division
of Corporation Finance

Office
of Life Sciences

Re:

Acceleration Request

Tenax Therapeutics, Inc.

Registration Statement on Form S-1

Filed January 23, 2023, as amended on January 31, 2023

(File No. 333-269363)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), Tenax Therapeutics, Inc. (the
“Registrant”) hereby requests that the U.S. Securities
and Exchange Commission (the “Commission”) take
appropriate action to accelerate the effective date of the
above-referenced registration statement (the “Registration
Statement”) so as to become effective on Thursday, February
2, 2023, at 4:15 p.m. Eastern Time, or as soon thereafter as
practicable.

Once
the Registration Statement is effective, please orally confirm the
event with our counsel, Wyrick Robbins Yates & Ponton LLP, by
calling Lorna A. Knick (919) 781-4000. We also respectfully request
that a copy of the written order from the Commission verifying the
effective date and time of the Registration Statement be sent to
Ms. Knick via email at lknick@wyrick.com.

Very
truly yours,

TENAX
THERAPEUTICS, INC.

By:

/s/
Christopher T. Giordano

Christopher
T. Giordano

President
and Chief Executive Officer

cc:
Lorna A. Knick, Wyrick Robbins Yates & Ponton LLP

United States securities and exchange commission logo
January 26, 2023
Christopher Giordano
President and Chief Executive Officer
Tenax Therapeutics, Inc.
101 Glen Lennox Drive, Suite 300
Chapel Hill, North Carolina 27517
Re:Tenax Therapeutics, Inc.
Registration Statement on Form S-1
Filed January 23, 2023
File No. 333-269363
Dear Christopher Giordano:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       S. Halle Vakani, Esq.

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TENAX THERAPEUTICS, INC.

ONE Copley Parkway, Suite 490

Morrisville, North Carolina 27560

June 1,
2022

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

Tenax Therapeutics, Inc.

Registration Statement on Form S-3

Filed May 25, 2022

File No. 333-265209

Ladies
and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, Tenax
Therapeutics, Inc. (the “Registrant”) hereby
respectfully requests that the United States Securities and
Exchange Commission (the “Commission”) take appropriate
action to accelerate the effective date of the registration
statement on Form S-3 (File No. 333-265209) (the
“Registration Statement”), of the Registrant, relating
to the registration of certain of the Registrant’s
securities, so that it may become effective on Friday, June 3,
2022, at 4:00 p.m. Eastern Time, or as soon thereafter as
practicable.

In
connection with the foregoing, the Registrant hereby acknowledges
the following:

●

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

●

the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does
not relieve the Registrant from its full responsibility for the
adequacy and accuracy of the disclosure in the Registration
Statement; and

●

the
Registrant will 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
be advised that there are no underwriters or sales agents involved
as the Registration Statement is for a resale offering by selling
stockholders.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Wyrick Robbins
Yates & Ponton LLP, by calling Lorna Knick at (919) 865-2823.
We also respectfully request that a copy of the written order from
the Commission verifying the effective date and time of the
Registration Statement be sent to our counsel via e-mail at
lknick@wyrick.com.

Sincerely,

TENAX
THERAPEUTICS, INC.

By:

/s/
Christopher T. Giordano

Christopher
T. Giordano

President
and Chief Executive Officer

United States securities and exchange commission logo
May 31, 2022
Christopher Giordano
President and Chief Executive Officer
Tenax Therapeutics, Inc.
ONE Copley Parkway, Suite 490
Morrisville, North Carolina 27560
Re:Tenax Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 25, 2022
File No. 333-265209
Dear Mr. Giordano:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       S. Halle Vakani

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tenx_corresp

August
31, 2021

VIA EDGAR

United
States Securities and Exchange Commission

100 F
Street, N.E.

Washington,
DC 20549

Attn:
Gary Guttenberg

Division of
Corporation Finance

Re:
Tenax Therapeutics, Inc.

Registration
Statement on Form S-3

Filed
August 20, 2021

File
No. 333-258981

Dear
Mr. Guttenberg:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as
amended, Tenax Therapeutics, Inc. hereby requests acceleration of
the effective date of the above-referenced Registration Statement
on Form S-3 (File No. 333-258981), so that it may be declared
effective at 5:00 p.m., New York City Time, on Wednesday, September
1, 2021, or as soon thereafter as is practicable.

 *

 *

 *

 *

If you
have any further questions or comments, or if you require any
addition information, please do not hesitate to contact the
Company’s legal counsel, Margaret N. Rosenfeld at (919)
743-7351.

Sincerely,

/s/ Michael B. Jebsen

Michael
B. Jebsen

President and Chief
Financial Officer

cc:

Margaret N.
Rosenfeld

K&L
Gates LLP

United States securities and exchange commission logo
August 30, 2021
Michael B. 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, 2021
File No. 333-258981
Dear Mr. Jebsen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Gary Guttenberg at 202-551-6477 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Margaret Rosenfeld, Esq.

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tenx_corres

ONE
Copley Parkway, Suite 490, Morrisville, NC
27650

(919) 855-2100
www.tenaxthera.com

September
29, 2020

VIA EDGAR

United
States Securities and Exchange Commission

100 F
Street, N.E.

Washington,
DC 20549

Attn:

Nicholas
Lamparski

Division of
Corporation Finance

Re:

Tenax
Therapeutics, Inc.

Registration
Statement on Form S-3

Filed
August 20, 2020

File
No. 333-248201

Dear
Mr. Lamparski:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as
amended, Tenax Therapeutics, Inc. hereby requests acceleration of
the effective date of the above-referenced Registration Statement
on Form S-3 (File No. 333-248201), so that it may be declared
effective at 5:00 p.m., New York City Time, on Wednesday, September
30, 2020, or as soon thereafter as is practicable.

 *
*    *    *

If you
have any further questions or comments, or if you require any
addition information, please do not hesitate to contact the
Company’s legal counsel, Margaret N. Rosenfeld at (919)
743-7351.

Sincerely,

/s/ Michael B. Jebsen

Michael
B. Jebsen

President and Chief
Financial Officer

cc:

Margaret N.
Rosenfeld

K&L
Gates LLP

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tenx_corresp

ONE Copley Parkway, Suite 490, Morrisville, NC 27560 p:
919.855.2100 f: 919.855.2133 www.tenaxthera.com

September
11, 2020

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Secrets

100 F
Street, N.E.

Washington,
DC 20549

Attn:
Nicholas Lamparski

Re:

Tenax
Therapeutics, Inc.

Registration
Statement on Form S-3

Filed
August 20, 2020

File
No. 333-248201

Dear
Mr. Lamparski:

We are
providing this letter in response to comments (the
“Comments”) received from the staff (the
“Staff”) of the United States Securities and Exchange
Commission (the “Commission”) contained in the
Staff’s comment letter dated September 4, 2020 (the
“Comment Letter”) to Tenax Therapeutics, Inc. (the
“Company”). For ease of reference, the text of the
Staff’s comment is reproduced in italics, with the response
of the Company immediately following such comment.

Concurrently with
the submission of this letter, the Company has filed Amendment No.
1 (“Amendment No. 1”) to the above-referenced
Registration Statement on Form S-3 (the “Registration
Statement”) with the Commission on EDGAR, reflecting the
revisions described in this letter as well as certain other updated
information.

For
your convenience, the Company is supplementally providing to the
Staff a copy of Amendment No. 1, which has been marked to indicate
the changes from the Registration Statement filed with the
Commission on August 20, 2020.

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, 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.

Response to Comment 1:

The
forum selection provision in the Company’s Third Amended and
Restated Bylaws (“Bylaws”) does not apply to suits
arising under the Securities Act of 1933, as amended (the
“Securities Act”), or the Securities Exchange Act of
1934, as amended (the “Exchange Act”). The Company has
updated the disclosure on page 7 of Amendment No. 1 in response to
the Staff’s comment and will acknowledge in risk factor
disclosure in its future filings that the portion of the Bylaws
requiring any North Carolina state court that has jurisdiction or
the Delaware Court of Chancery to be the exclusive forum for
certain suits does not apply with respect to suits arising under
the Securities Act or Exchange Act.

 *
*
*        *

If you
have any further questions or comments, or if you require any
addition information, please do not hesitate to contact the
Company’s legal counsel, Margaret N. Rosenfeld at (919)
743-7351.

Sincerely,

/s/ Michael B. Jebsen

Michael
B. Jebsen

President and Chief
Financial Officer

cc:

Margaret N.
Rosenfeld

K&L
Gates LLP

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,

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

CORRESP
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Blueprint

Ladenburg Thalmann & Co. Inc.

999
Vanderbilt Beach Road, Suite 200

Naples,
Florida 34108

December
7, 2018

VIA FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

Re:

TENAX THERAPEUTICS, INC.

 Registration
Statement on Form S-1 (Registration No. 333-228212)

Concurrence
in Acceleration Request

Ladies
and Gentlemen:

Ladenburg Thalmann
& Co. Inc. (“Ladenburg”), as representative of the
underwriters for the above-referenced offering, hereby concurs in
the request by Tenax Therapeutics,
Inc. that the effective date of the above-referenced
registration statement be accelerated to 12:30 p.m. (Eastern Time),
or as soon as practicable thereafter, on December 7, 2018, pursuant
to Rule 461 under the Securities Act. Ladenburg affirms that it is
aware of its obligations under the Securities Act in connection
with this offering.

Very
truly yours,

LADENBURG
THALMANN & CO. INC.

By:

/s/ Nicholas
Stergis

Name:
Nicholas Stergis

Title:
Managing Director

CORRESP
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Blueprint

December
7, 2018

VIA EDGAR TRANSMISSION

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549-0306

Attn:

Ruairi
Regan

Division of
Corporation Finance

Re:

Tenax
Therapeutics, Inc.

Registration
Statement on Form S-1

No.
333-228212

Request
for Acceleration

Dear
Mr. Regan:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as
amended, Tenax Therapeutics, Inc. hereby requests acceleration of
the effective date of the above-referenced Registration Statement
on Form S-1 (File No. 333-228212), so that it may be declared
effective at 12:30 p.m., Eastern Time on Friday, December 7, 2018,
or as soon thereafter as is practicable.

If you
have any questions, please contact me at (919) 855-2123. Thank you
in advance for your assistance.

Sincerely,

/s/
Michael B. Jebsen

Michael B. Jebsen

President and Chief Financial Officer

cc:

Margaret N.
Rosenfeld

Partner,
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P.

CORRESP
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Blueprint

Ladenburg Thalmann & Co. Inc.

999
Vanderbilt Beach Road, Suite 200

Naples,
Florida 34108

December
6, 2018

VIA FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

Re:

TENAX THERAPEUTICS, INC.

 Registration
Statement on Form S-1 (Registration No. 333-228212)

Withdrawal
of Concurrence in Acceleration Request

Ladies
and Gentlemen:

Reference is made
to our letter, filed as correspondence via EDGAR on December 4,
2018, in which Ladenburg Thalmann & Co. Inc.
(“Ladenburg”), as
representative of the underwriters for the above-referenced
offering, concurred in the request by Tenax Therapeutics, Inc. that the effective
date of the above-referenced registration statement be accelerated
to 4:30 p.m. (Eastern Time), or as soon as practicable thereafter,
on December 6, 2018, pursuant to Rule 461 under the Securities Act.
Tenax Therapeutics, Inc. is no longer requesting that such
Registration Statement be declared effective at this time and we
hereby formally withdraw our request for acceleration of the
effective date.

Very
truly yours,

LADENBURG
THALMANN & CO. INC.

By:

/s/ Nicholas Stergis

Name:
Nicholas Stergis

Title:
Managing Director

CORRESP
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Blueprint

December
6, 2018

VIA EDGAR TRANSMISSION

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549-0306

Attn:

Ruairi
Regan

Division of
Corporation Finance

Re:

Tenax
Therapeutics, Inc.

Registration
Statement on Form S-1

No.
333-228212

Withdrawal of
Request for Acceleration

Dear
Mr. Regan:

Reference
is made to our letter, filed as correspondence via EDGAR on
December 4, 2018, in which we requested the acceleration of the
effective date of the above-referenced Registration Statement for
Thursday, December 6, 2018, at 4:30 p.m. Eastern Time, in
accordance with Rule 461 under the Securities Act of 1933, as
amended. We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally
withdraw our request for acceleration of the effective
date.

If you
have any questions, please contact me at (919) 855-2123. Thank you
in advance for your assistance.

Sincerely,

/s/
Michael B. Jebsen

Michael B. Jebsen

President and Chief Financial Officer

cc:

Margaret N.
Rosenfeld

Partner,
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P.

CORRESP
1
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Blueprint

Ladenburg Thalmann & Co. Inc.

999
Vanderbilt Beach Road, Suite 200

Naples,
Florida 34108

December
4, 2018

VIA FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

Re:

TENAX THERAPEUTICS, INC.

 Registration
Statement on Form S-1 (Registration No. 333-228212)

Concurrence
in Acceleration Request

Ladies
and Gentlemen:

Ladenburg Thalmann
& Co. Inc. (“Ladenburg”), as
representative of the underwriters for the above-referenced
offering, hereby concurs in the request by Tenax Therapeutics, Inc. that the effective
date of the above-referenced registration statement be accelerated
to 4:30 p.m. (Eastern Time), or as soon as practicable thereafter,
on December 6, 2018, pursuant to Rule 461 under the Securities Act.
Ladenburg affirms that it is aware of its obligations under the
Securities Act in connection with this offering.

Very
truly yours,

LADENBURG
THALMANN & CO. INC.

By:

/s/ Nicholas
Stergis

Name: Nicholas
Stergis

Title:
Managing
Director

CORRESP
1
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Blueprint

December
4, 2018

VIA EDGAR TRANSMISSION

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549-0306

Attn:

Ruairi
Regan

Division of
Corporation Finance

Re:

Tenax
Therapeutics, Inc.

Registration
Statement on Form S-1

No.
333-228212

Request
for Acceleration

Dear
Mr. Regan:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as
amended, Tenax Therapeutics, Inc. hereby requests acceleration of
the effective date of the above-referenced Registration Statement
on Form S-1 (File No. 333-228212), so that it may be declared
effective at 4:30 p.m., Eastern Time on Thursday, December 6, 2018,
or as soon thereafter as is practicable.

If you
have any questions, please contact me at (919) 855-2123. Thank you
in advance for your assistance.

Sincerely,

/s/ Michael B. Jebsen

Michael B. Jebsen

President and Chief Financial Officer

cc:

Margaret N.
Rosenfeld

Partner,
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P.

November 9, 2018
Anthony DiTonno
Chief Executive Officer
Tenax Therapeutics, Inc.
ONE Copley Parkway, Suite 490
Morrisville, NC 27560
Re:Tenax Therapeutics, Inc.
Registration Statement on Form S-1
Filed November 6, 2018
File No. 333-228212
Dear Mr. DiTonno:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Ronald E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Margaret Rosenfeld

Mail Stop 3561
May 21 , 2018

Via E -Mail
Michael B. Jebsen
President
Tenax Therapeutics, Inc.
One Copley Parkway, Suite 490
Morrisville, NC 27560

Re: Tenax Therapeutics, Inc.
  Registration Statement on Form S-3
Filed  May 15 , 2018
  File No.  333-224951

Dear Mr. Jebsen :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Jonathan Burr  at (202) 551 -5833 with any questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Margaret Rosenfeld
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

CORRESP
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Blueprint

ONE
Copley Parkway, Suite 490, Morrisville, NC 27560

p:
919.855.2100 f: 919.855.2133

www.tenaxthera.com

May 21,
2018

VIA EDGAR TRANSMISSION

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549-0306

Attn:
Jonathan Burr

Division of
Corporation Finance

Re:
Tenax Therapeutics, Inc.

Registration
Statement on Form S-3

Filed
May 15, 2018

File
No. 333-224951

Request
for Acceleration

Dear
Mr. Burr:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as
amended, Tenax Therapeutics, Inc. hereby requests acceleration of
the effective date of the above-referenced Registration Statement
on Form S-3 (File No. 333-224951), so that it may be declared
effective at 4:30 p.m., Eastern Time on Wednesday, May 23, 2018, or
as soon thereafter as is practicable.

If you
have any questions, please contact me at (919) 855-2123. Thank you
in advance for your assistance.

Sincerely,

/s/ Michael B. Jebsen

Michael B. Jebsen

Interim Chief Executive Officer, President and Chief Financial
Officer

cc:

Margaret N.
Rosenfeld

Partner, Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P.

CORRESP
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    tenx_corresp.htm

TENAX THERAPEUTICS, INC.

One Copley Parkway, Suite 490

Morrisville, North Carolina 27560

Telephone:  (919) 855-2100

March 6, 2015

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-0306

Attn:       Jeffrey P. Riedler

Division of Corporation Finance

Re:          Tenax Therapeutics, Inc.

Registration Statement on Form S-3

Filed February 24, 2015

File No. 333-202244

Request for Acceleration

Dear Mr. Riedler:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), Tenax Therapeutics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-202244), so that it may be declared effective at 4:30 p.m., Eastern Time on Friday, March 6, 2015, or as soon thereafter as is practicable.  The Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to this offering of securities.  As requested, the Company further acknowledges 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 pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Registrant 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.

If you have any questions, please contact me at (919) 855-2123.  Thank you in advance for your assistance.

Sincerely,

/s/  Michael B. Jebsen

Michael B. Jebsen

Chief Financial Officer

cc:           Margaret N. Rosenfeld

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    tenx_corresp.htm

TENAX THERAPEUTICS, INC.

One Copley Parkway, Suite 490

Morrisville, North Carolina 27560

Telephone:  (919) 855-2100

March 3, 2015

VIA EDGAR SUBMISSION

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:           Tenax Therapeutics, Inc.

Registration Statement on Form S-3

Filed February 24, 2015

File No. 333-202244

Dear Mr. Riedler:

Set forth below is our response to your comment letter dated February 26, 2015 regarding the Registration Statement on Form S-3 (the “Registration Statement”) filed February 24, 2015 by Tenax Therapeutics, Inc., (the “Company”) with the Securities and Exchange Commission (the “Commission”). This letter includes the comments from your letter in bold with the Company’s responses set forth immediately below. We have repeated the paragraph numbers from your letter for your convenience.

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 registration 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 that 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.

COMPANY RESPONSE:

On January 16, 2015, a date within 60 days prior to the date of filing the Registration Statement, there were approximately 24,161,911 shares of our common stock held by non-affiliates, which had an aggregate market value of approximately $84,325,069 (based on the January 16, 2015 closing price on the Nasdaq Capital Market of $3.49 per share).  Accordingly, we respectfully submit that Instruction 7 to General Instruction I.B.6 of Form S-3 is not applicable to the Registration Statement, as we will not rely on such instruction and instead are relying on General Instruction I.B.1 of Form S-3 to register our offering.

If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact our legal counsel, Margaret N. Rosenfeld at (919) 821-6714.

Very truly yours,

/s/ John P. Kelley

John P. Kelley

                                                                                                                Chief Executive Officer

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.

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oxybiomed.com

www.dermacyteUS.com

ONE Copley Parkway, Suite 490

Phone:  919.855.2100

Morrisville, NC  27560

Fax:      919.855.2133

April 16, 2013

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-0306

 Attn:

 Karen Ubell

 Staff Attorney

 Division of Corporation Finance

 Re:

 Oxygen Biotherapeutics, Inc.

 Registration Statement No. 333-187441

 Request for Acceleration

Dear Ms. Ubell:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), Oxygen Biotherapeutics, Inc. (the “Registrant”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-187441) (the “Registration Statement”), so that it may be declared effective at 4:00 p.m., Eastern Time on Wednesday, April 17, 2013, or as soon thereafter as is practicable.  The Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to this offering of securities.  As requested, the Company further acknowledges 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 pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Registrant may not assert 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.

If you have any questions, please contact me at (919) 855-2123.  Thank you in advance for your assistance.

Sincerely,

/s/  Michael B. Jebsen

Michael B. Jebsen

Interim Chief Executive Officer and Chief Financial Officer

cc:           Margaret N. Rosenfeld

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OXYGEN BIOTHERAPEUTICS, INC.

One Copley Parkway, Suite 490

Morrisville, North Carolina 27560

Telephone:  (919) 855-2100

VIA EDGAR SUBMISSION

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re:
 Oxygen Biotherapeutics, Inc.

 Registration Statement on Form S-3

 Filed March 21, 2013

 File No. 333-187441

Dear Mr. Riedler:

Set forth below is our response to your comment letter dated April 1, 2013 regarding the Registration Statement on Form S-3 (the “Registration Statement”) filed March 21, 2013 by Oxygen Biotherapeutics, Inc., (the “Company”) with the Securities and Exchange Commission (the “Commission”). This letter includes the comments from your letter in bold with the Company’s responses set forth immediately below. We have repeated the paragraph numbers from your letter for your convenience.

General

1.

We note that the February 22, 2013 Securities Purchase Agreement relating to the sale of the Series B-1 convertible preferred stock, Series B-2 convertible preferred stock and warrants to purchase common stock contemplated that:

●

the sale of the Series B-1 Stock would be made pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on March 26, 2010 and declared effective on April 14, 2010 (File No. 333- 165733); and

●

the sale of the Series B-2 Stock and warrants would be made without registration in reliance on the exemptions provided by Section 4(2) of the Securities Act

In light of these facts, please explain how the offering of the Series B-1 Stock pursuant to the registration statement was separate and distinct from the offering of the B-2 Stock and warrants and whether the information in the shelf registration statement influenced in any way the investor’s decision to purchase the Series B-2 Stock and warrants. Please provide further detail regarding your prior relationship with the investor and describe the negotiations with the investor leading to consummation of the Purchase Agreement. In addition, please describe the role of the placement agent in the transactions. Please provide your analysis with respect to the application of Securities Act Release No. 33- 8828 (August 10, 2007) and Securities Act Compliance & Disclosure Interpretation 139.25 (November 26, 2008) in light of the specific and detailed facts you provide in response to our comment.

COMPANY RESPONSE:

On February 22, 2013, the Company entered into a Securities Purchase Agreement with two institutional investors (the “Investors”) for the issuance and sale by the Company (the “Offering”) of $1.6 million of shares of the Company’s Series B-1 convertible preferred stock (the “Series B-1 Stock”) and $0.5 million of shares of the Company’s Series B-2 convertible preferred stock (the “Series B-2 Stock” and, together with the Series B-1 Stock, the “Preferred Stock”) which are convertible into a combined total of 8,400,000 shares of common stock (the “Conversion Shares”).  In connection with the purchase of shares of Preferred Stock in the Offering, the Investors received warrants to purchase an aggregate of 12,600,000 shares of common stock at an exercise price equal to $0.50 (the “Warrants”).  The Series B-1 Stock was offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Commission on March 26, 2010 and declared effective on April 14, 2010 (File No. 333- 165733) (the “Shelf Registration Statement”), which registered the sale of the Series B-1 Stock and common stock into which the Series B-1 Stock is convertible.  The Series B-2 Stock and the Warrants were sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption provided by Section 4(a)(2) (formerly Section 4(2)) of the Securities Act.

Mr. Jeffrey P. Riedler

April 4, 2013

Page 2

In conducting the Offering the Company carefully considered the availability of an exemption under Section 4(a)(2) of the Securities Act from the registration requirements of Section 5 of the Securities Act for the offer and sale of the Series B-2 Stock and Warrants.  In this analysis, the Company relied on the guidance set forth in Staff’s Compliance and Disclosure Interpretations, Securities Act Section, Question and Answer 139.25 and in Securities Act Release No. 8828 (August 10, 2007) concerning integration issues implicated by concurrent public and private offerings of securities (the “Interpretative Guidance”).  Under the Interpretative Guidance it is clear that an issuer may conduct concurrent public and private offerings of securities, but only if the issuer is able to establish that the investors in the private offering were not solicited by means of general solicitation (including through the filing of the Shelf Registration Statement).

Securities Act Release No. 8828 (August 10, 2007) provides some examples of the application of this analysis: “[I]f the prospective private placement investor became interested in the concurrent private placement through some means other than the registration statement that did not involve a general solicitation and otherwise was consistent with Section 4(2), such as through a substantive, pre-existing relationship with the company or direct contact by the company or its agents outside of the public offering effort, then the prior filing of the registration statement generally would not impact the potential availability of the Section 4(2) exemption for that private placement and the private placement could be conducted while the registration statement for the public offering was on file with the Commission. Similarly, if the company is able to solicit interest in a concurrent private placement by contacting prospective investors who (1) were not identified or contacted through the marketing of the public offering and (2) did not independently contact the issuer as a result of the general solicitation by means of the registration statement, then the private placement could be conducted in accordance with Section 4(2) while the registration statement for a separate public offering was pending.”

All potential investors in the Offering, including the private placement, were solicited by means of direct contact by Ladenburg Thalmann & Co. Inc. (the “Placement Agent”), which was engaged as the Company’s placement agent pursuant to the terms of an engagement letter dated November 5, 2012 by and among the Company and the Placement Agent.  In connection with this engagement, the Placement Agent initially contacted the investment manager for the Investors with respect to the Offering by means of a telephone call on or about January 4, 2013.  The Placement Agent had a substantive pre-existing relationship with the investment manager for the Investors as a result of previous investments through the Placement Agent and previous contacts in connection with other potential investments.  The Placement Agent has confirmed to us that (i) it has had a relationship with the investment manager for the Investors since 2011, during which time an associated person of the Placement Agent has presented to the investment manager for the Investors at least 16 transactions, of which the investment manager for the Investors has participated in 7 transactions, and (ii) it did not engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offer or sale of the Series B-2 Convertible Preferred Stock or the Warrants.

Therefore, consistent with the Interpretative Guidance, the investors in the private placement became interested in the Offering through some means other than the Shelf Registration Statement that did not involve a general solicitation.  Additionally, each Investor represented that (i) at the time such Investor was offered the Series B-2 Stock and Warrants and as of the date of executing the Securities Purchase Agreement, it was, and on each date on which it converts any shares of Series B-2 Stock or exercises any Warrants, it will be either: (a) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (b) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act; (ii) it acquired the Series B-2 Stock and Warrants as principal for its own account and had no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such securities; (iii) such Investor, either alone or together with its representatives, had such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment, and has so evaluated the merits and risks of such investment; and (iv) such Investor did not purchase the securities as a result of any advertisement, article, notice or other communication regarding the securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.  Each share of Series B-2 Stock and the Warrants were issued with a legend similar to the following:

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE] [EXERCISABLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION] [EXERCISE] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Accordingly, the Company believes the offer and sale of the Series B-2 Stock and the Warrants met all the necessary requirements to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act and otherwise was consistent with Section 4(a)(2) of the Securities Act.

If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact our legal counsel, Margaret N. Rosenfeld at (919) 821-6714.

Very truly yours,

/s/ Michael B. Jebsen

Michael B. Jebsen

Interim Chief Executive Officer

April 1, 2013

Via E -mail
Michael B. Jebsen
President, Interim Chief Executive Officer and
Chief Financial Officer
Oxygen Biotherapeutics, Inc.
One Copley Parkway, Suite 490
Morrisville, NC  27560

Re: Oxygen Biotherapeutics, Inc.
  Registration Statement on Form S-3
Filed  March 21, 2013
  File No.  333-187441

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 .  Where 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.

General

1. We note that the February 22, 2013  Securities Purchase Agreement relating to the sale of
the Series  B-1 convertible preferred stock , Series B -2 convertible preferred stock and
warrants to purchase  common stock contemplated that:

 the sale of the Series B -1 Stock would be made pursuant to an effective shelf
registration statement on Form S -3, which was initially filed with the Securities
and Exchange Commission on March 26, 2010 and declared effec tive on April 14,
2010 (File No. 333 - 165733); and

 the sale of the Series B -2 Stock and warrants  would be made without registration
in reliance on the exemptions provided by Secti on 4(2) of the Securities Act.

Michael B. Jebsen
Oxygen Biotherapeutics, Inc.
April 1, 2013
Page 2

 In light of these facts, please explain how  the offering of the Series B -1 Stock pursuant to
the registration statement was separate and distinct from the offering of the B -2 Stock and
warrants and whether the information in the shelf registration statement influenced in any
way the investor’s deci sion to purchase the Series B -2 Stock and warrants.   Please
provide further detail regarding your prior relationship with the investor and describe the
negotiations with the investor leading to consummation of the Purchase Agreement.   In
addition, please d escribe the role of the placement agent in the transactions.   Please
provide your analysis with respect to the application of Securities Act Release No. 33 -
8828 (August 10, 2007) and Securities Act Compliance & Disclosure Interpretation
139.25 (November 26 , 2008) in light of the specific and detailed facts you provide in
response to our comment.

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
possession of all facts relating to a company’s disclosure, they are responsible for the 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 registration 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 pursuant t o 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 effect iveness 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 for acceler ation 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 they 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.

Michael B. Jebsen
Oxygen Biotherapeutics, Inc.
April 1, 2013
Page 3

 Please contact Karen Ubel l, Staff Attorney, at (202) 551 -3873, Dan Greenspan, Legal
Branch Chief, at (202) 551 -3623 or me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey  P. Riedler
Assistant Director

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

March 25 , 2013

Via E -mail
Mr. Michael B. Jebsen
Interim Chief Executive Officer
Oxygen Biotherapeutics, Inc.
One Copley Parkway, Suite 490
Morrisville, North Carolina 27560

Re: Oxygen  Biotherapeutics, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed on March 12, 2013
  File No.  001-34600

Dear Mr. Jebsen:

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect  to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. Riedler
Assistant Director

CORRESP
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    oxbt_corresp.htm

OXYGEN BIOTHERAPEUTICS, INC.

One Copley Parkway, Suite 490

Morrisville, North Carolina 27560

Telephone:  (919) 855-2100

VIA EDGAR SUBMISSION

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:          Oxygen Biotherapeutics, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 12, 2013

File No. 001-34600

Dear Mr. Riedler:

Set forth below is our response to your comment letter dated March 19, 2013 regarding the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) filed March 12, 2013 by Oxygen Biotherapeutics, Inc., (the “Company”) with the Securities and Exchange Commission (the “Commission”). This letter includes the comments from your letter in bold with the Company’s responses set forth immediately below. We have repeated the paragraph numbers from your letter for your convenience.

General

1.

We note that the reverse stock split will result in an increase to the number of authorized but unissued shares available under your Certificate of Incorporation.  Please revise your disclosure to describe any specific plans, arrangements or understandings, whether written or oral, to issue any of the shares that will be newly available following the reverse stock split.  If you have no such plans, arrangements or understandings, please revise your disclosure to so state.

COMPANY RESPONSE:

The Company acknowledges the Staff’s comment and advises the Staff that the Company has added disclosure on page 11 of the Preliminary Proxy Statement to clarify that, except as set forth in the Preliminary Proxy Statement, the Company does not have any specific plans, arrangements or understandings, whether written or oral, to issue any of the shares that will be newly available following the reverse stock split (meaning those shares available following the reverse stock split in excess of those available prior to the reverse stock split).

Mr. Jeffrey P. Riedler

March 22, 2013

Page 2

The revised language in the Preliminary Proxy Statement reads as follows:

“As of March 21, 2013, a date prior to the effective time of the reverse stock split, we have 361,694,235 authorized but unissued shares of common stock.  After the effective time of the reverse stock split, we will have between approximately [—] million and [—] million authorized but unissued shares of common stock, depending on the ratio for the reverse stock split selected by the Board.  Based on our current working capital, we believe we have sufficient capital on hand to continue to fund operations through July 31, 2013.  We will need to find alternative sources of capital to continue as a going concern, including potential issuances of additional shares of common stock, though there can be no assurance that such funding will be available on favorable terms or at all. While we may issue shares of common stock from time to time following the reverse stock split, including with respect to the shares offered pursuant to our registration statements on Form S-3 and Form S-1, each filed with the SEC on March 22, 2013, and neither of which are reliant upon the consummation of the reverse stock split, we currently have no plans, arrangements or understandings, whether written or oral, to issue any of the shares that will be newly available following the reverse stock split (meaning those shares available following the reverse stock split in excess of those available prior to the reverse stock split).”

  As requested in your March 19, 2013 letter, the Company acknowledges that:

●

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

●

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

●

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

If you have any further questions or comments, or if you require any additional information, please do not hesitate to contact our legal counsel, Margaret N. Rosenfeld at (919) 821-6714.

Very truly yours,

/s/ Michael B. Jebsen

Michael B. Jebsen

Interim Chief Executive Officer

March 19, 2013

Via E -mail
Mr. Michael B. Jebsen
Interim Chief Executive Officer
Oxygen Biotherapeutics, Inc.
One Copley Parkway, Suite 490
Morrisville, North Carolina 27560

Re: Oxygen  Biotherapeutics, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed on March 12 , 2013
  File No.  001-34600

Dear Mr. Jebsen :

We have limited our review of your preliminary proxy statement  to the issue  we have
addressed in our comment .  Please respond to this letter by revising the proxy statement .  Where
you do not believe our comment applies  to your facts  and circumstances , please tell us why in
your response.

After reviewing the information you provide in response to our comment , we may have
additional comments.

1. We note that the reverse stock split will result in an increase to the number of
authorized but unissued shares available under your Certificate of Incorporation.
Please revise your disclosure to describe any specific plans, arrangements or
understandings, whether written or oral, to issue any of the shares that will be newly
available  following  the reverse stock split .  If you have no such plans, arrangement or
understandings, please revise your disclosure to so state.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the com pany and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment, please provide  a written statement from the c ompany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Michael B. Jebsen
Oxygen Biotherapeutics, Inc.
March 19, 2013
Page 2

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

You may contac t Johnny Gharib at (202) 551 -3170 , Jennifer Riegel  at (202) 551 -3575  or
me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. Riedler
Assistant Director

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                      March 26, 2010   Mr. Chris J. Stern Chief Executive Officer  Oxygen Biotherapeutics, Inc.    2530 Meridian Parkway, Suite 3084 Durham, North Carolina 27713
Re: Oxygen Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended April 30, 2009
File No. 002-31909
 Dear Mr. Stern:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
 Sincerely,

Gus Rodriguez Accounting Branch Chief

CORRESP
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Correspondence

 OXYGEN BIOTHERAPEUTICS, INC.

 2530 Meridian Parkway, 3rd Floor

 Durham, North Carolina 27713

 Telephone: (919) 806-4414

 March 25, 2010

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Mail Stop 4720

 Washington, DC 20549

Re:
Oxygen Biotherapeutics, Inc.

 Form 10-K for the Fiscal Year Ended April 30, 2009

 File No. 001-34600

 Dear Mr. Rosenberg:

 Oxygen
Biotherapeutics, Inc. (the “Company”) has received your letter dated March 23, 2010 (the “Letter”) regarding your review of our March 3, 2010 response to the Commission’s letter dated January 29, 2010 all
relating to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2009 (the “Report”). Pursuant to your request, the Company is providing this response to the Letter.

 To assist the staff of the Commission in reviewing this response, the numbered paragraphs of the Letter are reproduced below in bold and are
followed in each case by our response.

 Item 9A (T)—Controls and Procedures, page 11

1.
We have read your response to prior comment two. However, Item 9A (T) requires that you furnish information under both Items 307 and 308T of Regulation
S-K. The information under Item 307 of Regulation S-K requires a separate conclusion of the registrant’s principal executive and financial officers regarding the effectiveness the registrant’s disclosure controls and procedures as of
the end of the period covered by the report. Your filing only has management’s conclusion on the effectiveness of the registrant’s internal control over financial reporting required under Item 308T of Regulation S-K. Therefore we
reissue our comment. Please note when you revise your filing include the complete text of each item amended in Form 10-K. See Rule 12b-l 5 of the Exchange Act.

 Mr. Jim B. Rosenberg

 March 25, 2010

 Page 2

 RESPONSE:

 We acknowledge your comment and will amend our Annual Report on
Form 10-K for the fiscal year ended April 30, 2009 to add the following disclosure under Item 9A(T):

 Disclosure
Controls and Procedures

 Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in rules and forms adopted by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding
required disclosures.

 Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has
evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of April 30,
2009, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the “material weaknesses” described below under “Management’s annual report on internal control
over financial reporting,” which are in the process of being remediated as described below under “Management Plan to Remediate Material Weaknesses.”

 We also confirm that, pursuant to Rule 12b-15 of the Exchange Act, our amended filing will include the complete text of each item amended in the Form 10-K.

 **********

 If you
have any questions, or wish to discuss any of these matters, please contact the undersigned at (919) 806-4618.

Very truly yours,

 /s/ Michael B. Jebsen

Michael B. Jebsen, Chief Financial Officer

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    March 23, 2010   Mr. Chris J. Stern Chief Executive Officer  Oxygen Biotherapeutics, Inc.    2530 Meridian Parkway, Suite 3084 Durham, North Carolina 27713
Re: Oxygen Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended April 30, 2009
File No. 001-34600
 Dear Mr. Stern:
We have reviewed your March 3, 2010 response to our January 29, 2010 letter
and have the following comment. Where in dicated, we think you should revise your
document in response to this comment.  If you disagree, we will consider your
explanation as to why our comment is inappli cable or a revision is unnecessary. Please be
as detailed as necessary in your explanati on. After reviewing this information, we may
raise additional comments.

Item 9A (T)—Controls and Procedures, page 11

1.   We have read your response to pr ior comment two. However, Item 9A (T)
requires that you furnish information under both Items 307 and 308T of
Regulation S-K.  The information under It em 307 of Regulation S-K requires a
separate conclusion of the registrant’s principal executive and financial officers
regarding the effectiveness the registrant’s  disclosure controls and procedures as
of the end of the period covered by the report.  Your filing only has
management’s conclusion on the effectivene ss of the registrant’s internal control
over financial reporting required under It em 308T of Regulation S-K.  Therefore
we reissue our comment. Please note when you revise your filing include the
complete text of each item amended in Form 10-K.  See Rule 12b-15 of the Exchange Act.
*    *    *    *
As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provide us with a response.  Please furnish a cover
letter with your amendment that keys your  response to our comment and provides any
requested information.  Detailed letters greatly facilitate our re view. Please understand

Mr. Chris J. Stern
Oxygen Biotherapeutics, Inc.  March 23, 2010 Page 2
 that we may have additional comments afte r reviewing your amendm ent and response to
our comment.
Please contact Frank Wyman, Staff A ccountant, at (202) 551-3660 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608, if you have any questions regarding
this comment. In this regard, do not he sitate to contact me at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
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Oxygen Biotherapeutics Inc Correspondence with SEC on 03/03/2010

OXYGEN BIOTHERAPEUTICS, INC.

2530 Meridian Parkway, 3rd

Floor, Durham, North Carolina 27713

Telephone:  (919) 806-4414

March 3, 2010

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Attn:
Frank Wyman, Staff Accountant

Laura Crotty, Staff Attorney

Mail Stop 4720

Re:
Form 10-K for the Fiscal Year Ended April 30, 2009

File No. 001-34600 (Formerly File No. 002-31909)

Ladies and Gentlemen:

Oxygen Biotherapeutics, Inc. (the “Company”) has received your letter dated January 29, 2010 (“Letter”) regarding review of its Annual report on Form 10-K for the fiscal year ended April 30, 2009 (the “Report”).  Pursuant to your request the Company is providing this response to the Letter.  To assist the staff of the Commission in reviewing this response, the numbered paragraphs of the Letter are reproduced below and are followed in each case by our response.

1.       Please revise to include a more robust discussion of your material patents, including which product groups they relate to and the expiration dates for each.  See Item 101(c)(1)(iv) of Regulation S-K for guidance.  Additionally, please revise your discussion of each license agreement to indicate the expiration date of the patents covered by the agreement in order to more clearly define the term of each agreement.

Response:  As indicated by your comment, Item 101(c)(1)(iv) of Regulation S-K requires a discussion of material patents.  The Company directs your attention to Item 1 of the Report, the section entitled “Our primary product - Oxycyte.”  In this section, the Company clearly states Oxycyte is their primary product and provides a robust description of the numerous applications the product is being developed for.  The Company believes that only those patents relating to Oxycyte are material and disclosed those patents, as well as their remaining life within the Report.  The Company directs your attention to the first paragraph of the section entitled “Our Patents and Intellectual Property” of Item 1 of the Report, which is stated below for the convenience of the staff of the Commission:

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Attn:       Frank Wyman, Staff Accountant

	Laura Crotty, Staff Attorney

Re:         Oxygen Biotherapeutics, Inc.

March 3, 2010

Page 2

_______________

“We hold three U.S. patents (5,824,703; 5,840,767; 6,167,887), with remaining life’s of five years, seven years, and nine years respectively, three Australian patents (690,277; 722,417; 759,557), two Canadian patents (2,239,170; 2,311,122) pertaining to the use and application of perfluorocarbons as gas transport agents in blood substitutes and liquid ventilation.”

The Company has no patents granted under the May 2008 Exclusive Worldwide License Agreement with Virginia Commonwealth University.  Patent applications filed that relate to this Agreement will be reported when they are granted.

The Company does not believe the September 2008 Assignment of Glucose Monitoring Technology to Glucometrics, Inc., is a contract on which the business of the Company is substantially dependent and therefore the related patents are not material.  However, the Company did disclose the patents held that relate to this technology and directs your attention to the first paragraph of the subsection in Item 1 labeled “Biosensor” which is stated below for the convenience of the staff of the Commission:

“We have three U.S. patents (5,914,026; 5,964,993 6,343,225) and two Australian patents (720,712; 734,003) that protect what we believe are important design features of our implanted glucose biosensor.”

2.	Please revise to state the conclusion of your executive officer and principal financial officer on the effectiveness of disclosure controls and procedures as of the end of the period covered by the report, as required by Item 307 of Regulation S-K.

Response:  The Company directs your attention to the first paragraph of Item 9A(T) of the Report, which is stated below for the convenience of the staff of the Commission:

This Report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”).  See Exhibits 31.1 and 31.2.  This Item 9A includes information concerning the controls and control evaluations referred to in those certifications.

By reference to the certifications the Company has stated the evaluation of controls and procedures was conducted as of the end of the period covered by the Report and that the conclusions of the certifying officers are included in the Report.  Further, the Company specifically states that the information presented in Item 9A is about the controls and control evaluations.  The Report goes on to address material weaknesses in the Company’s internal control over financial reporting, specifically states that assessment was done as of April 30, 2009, and identifies a specific deficiency as follows:

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Attn:       Frank Wyman, Staff Accountant

	Laura Crotty, Staff Attorney

Re:         Oxygen Biotherapeutics, Inc.

March 3, 2010

Page 3

_______________

We have not always consistently maintained final, complete and executed copies of significant contracts, including financing agreements, warrant and option agreements, and note agreements. We rely on a very small staff, and have been a party to numerous complex financing transactions that required significant changes to terms, which were not clearly and effectively processed and recorded as they occurred.

Management of the Company believes this is a clear statement of its conclusion that controls and procedures were ineffective and a significant contributor to the reported material weaknesses.  Accordingly, the Company believes the conclusion is stated and need not be repeated.

3.       Please file copies of the following two agreements, discussed on page F-12 of the Form 10-K, as exhibits pursuant to Item 601(b)(10) of Regulation S-K:

   •
   May 2008 Exclusive Worldwide License Agreement with Virginia Commonwealth University; and

   •
   September 2008 Assignment of Glucose Monitoring Technology to Glucometrics, Inc.

Alternatively, please provide us with an analysis supporting your determination that you are not substantially dependent on either of these agreements.

Response:  The Company directs your attention to the quarterly report on Form 10-Q for the period ended July 31, 2008, filed September 22, 2008, which includes as an exhibit the May 2008 Exclusive Worldwide License Agreement with Virginia Commonwealth University.  Due to a clerical oversight, the agreement was not listed in the Report and incorporated by reference from the Form 10-Q filed in September 2008.  Rather than amend the Report to add this reference, we propose to add to our current report on Form 10-Q for the period ended January 31, 2010, a reference to the license agreement with an explanatory note, and we will be certain to include the appropriate reference in the Form 10-K for the period ending April 30, 2010, filed later this year.

The Company does not believe the September 2008 Assignment of Glucose Monitoring Technology to Glucometrics, Inc., is a contract on which the business of the Company is substantially dependent.  We have historically reported that the glucose biosensor is not at a meaningful level of development or testing.  Our report on Form 10-K for the year ended April 30, 2008, states the biosensor implant is still at the animal testing stage and we have not filed any applications with the FDA for human testing of the products.  Furthermore, we have historically

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

Attn:       Frank Wyman, Staff Accountant

	Laura Crotty, Staff Attorney

Re:         Oxygen Biotherapeutics, Inc.

March 3, 2010

Page 4

_______________

		reported that our resources are committed to the testing and advancement of our Oxycyte and related perfluorocarbon products, and that we would not be devoting any meaningful time or resource to advancing the biosensor product.  Since we did not intend to work on developing the biosensor in the foreseeable future, management determined the Company would be better served by assigning the technology to a third party interested in pursuing development.  In the assignment the Company received a 10 percent equity interest in the assignee valued at $114,000, and a right to receive a royalty based on future revenue from products sold using the licensed technology.  We do not believe the value of the equity interest received is significant when considered in relation to the total assets of the Company at that time of approximately $10.7 million.  Management is informed and believes that the assignee has endeavored, without success, to obtain the capital necessary to conduct clinical trials, make the required applications to the FDA, and pursue commercialization of a product using the technology.  This development process takes years to complete and the Company has no expectation that it will receive any royalty payments in the foreseeable future.  The glucose biosensor has never been a technology on which the business of the Company has been substantially dependent, and management does have an expectation that the assignment will have any meaningful value to the Company in the foreseeable future.  Accordingly, the Company does not believe the inclusion of the assignment as an exhibit is required by Item 601(b)(10) of regulation S-K.

**********

As requested in the Letter, the Company hereby acknowledges that:

   •
   the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

   •
   staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from talking any action with respect to the filing; and

   •
   the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, or wish to discuss any of these matters, please contact the undersigned at (919) 806-4618.  Thank you for your consideration in allowing us the additional time to respond.

Very truly yours,

/s/ Michael B. Jebsen

Michael B. Jebsen, Chief Financial Officer

CORRESP
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filename1.htm

Response Letter

 Via EDGAR

 February 19, 2010

 Securities and Exchange Commission

 Station Place

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jim B.
Rosenberg, Senior Assistant Chief Accountant

 Re: SEC letter dated January 29, 2010 regarding Oxygen Biotherapeutics, Inc.

 Form10-K for the Fiscal Year Ended April 30, 2009

 File Number: 002-31909

 Dear Mr. Rosenberg:

 We have received your letter dated January 29, 2010. Due to the timing of our third quarter filing we will respond to the letter no later than
March 3, 2010. If you have any questions, please contact our Chief Financial Officer, Michael Jebsen, (919-806-4618) or the undersigned (919-806-4414).

 Kind regards,

 /s/ Nancy J.M. Hecox

 Nancy J.M. Hecox

 VP Legal Affairs, General Counsel

 Oxygen Biotherapeutics

 2530 Meridian
Parkway, Suite 3078

 Durham, NC 27713

 Office: 919 806-4414/Cell: (919) 809-4682

 Fax 919 806-4417

 cc: Michael Jebsen, CFO, Oxygen Biotherapeutics, Inc.

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    January 29, 2010   Mr. Chris J. Stern Chief Executive Officer  Oxygen Biotherapeutics, Inc.    2530 Meridian Parkway, Suite 3084 Durham, North Carolina 27713
Re: Oxygen Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended April 30, 2009
File No. 002-31909
 Dear Mr. Stern:

We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your doc ument in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 1. Business

Our patents and intellect ual property, page 5

1. Please revise to include a more robust discussion of your material patents,
including which product groups they relate  to and the expiration dates for each.
See Item 101(c)(1)(iv) of Regulation S- K for guidance.  Additionally, please
revise your discussion of each license agreement to indicate the expiration date of
the patents covered by the agreement in orde r to more clearly define the term of
each agreement.

Mr. Chris J. Stern
Oxygen Biotherapeutics, Inc January 29, 2010 Page 2
 Item 9A (T)—Controls and Procedures, page 11

2.   Please revise to state the conclusi on of your principal executive officer and
principal financial officer on the effec tiveness of disclosu re controls and
procedures as of the end of the period covered by the report, as required by Item
307 of Regulation S-K.

Item 15. Exhibits and Financia l Statement Schedules, page 23

3. Please file copies of the following two ag reements, discussed on page F-12 of the
Form 10-K, as exhibits pursuant to Item 601(b)(10) of Regulation S-K:
• May 2008 Exclusive Worldwide License Agreement with Virginia
Commonwealth University; and
• September 2008 Assignment of Gluc ose Monitoring Technology to
Glucometrics, Inc.

Alternatively, please provide us with an  analysis supporting your determination
that you are not substantially dependent  on either of these agreements.

*    *    *    *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will prov ide us with a response. Please furnish a
cover letter with your amendment that keys your responses to our comments and provides
any requested information.  Detailed lett ers greatly facilitate our review. Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.
  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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Chris J. Stern
Oxygen Biotherapeutics, Inc January 29, 2010 Page 3
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
Please contact Frank Wyman, Staff A ccountant, at (202) 551-3660 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608, if you have any questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters. Y ou may contact Laura Crotty, Staff Attorney,
at (202) 551-3563 with questions on any of th e other comments. In this regard, do not
hesitate to contact me at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 6010          January 28, 2009  Chris J. Stern Chief Executive Officer Oxygen Biotherapeutics, Inc. 3189 Airway Avenue Building C Costa Mesa, CA 92626
Re: Oxygen Biotherapeutics, Inc.
Item 4.01 Form 8-K   Filed January 14, 2009
 File No. 2-310909

Dear Mr. Stern:

We have completed our review of your Item 4.01 Form 8-K and have no further
comments at this time.              S i n c e r e l y ,            S a s h a  S i n g h  P a r i k h         S t a f f  A c c o u n t a n t

CORRESP
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filename1.htm

 Oxygen Biotherapeutics Correspondence Letter 01/7/2009

Oxygen Biotherapeutics, Inc.

3189 Airway Ave., Bldg. C

                Costa Mesa, CA 92626

                (714) 427-6363

January 27, 2009

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

     Attn:

     Sasha S. Parikh, Staff Accountant

     Mail Stop 6010

     Re:
     Oxygen Biotherapeutics, Inc.

     Form 8-K Filed January 14, 2009

     SEC File No. 2-310909

Dear Ms. Parikh:

Oxygen  Biotherapeutics,  Inc.  (the
 “Company”)  has received your letter dated January 22, 2009 (“Letter”)  regarding review
of its Current Report on Form 8-K filed January 14, 2009 (the “Report”).  The Company
appreciates your comments and guidance.

Pursuant to your  request the Company
is  providing  this  response to the Letter.  To assist the staff of the Commission in
reviewing this response,  the numbered  paragraphs in this response  correspond to the
number paragraphs of the Letter.

1.        Please
 revise  bullet  points (b) and (c) of your  filing to  specify  the  “subsequent
 interim period  through the date the  engagement  terminated”  as the “interim  period
 through  January 8, 2009.”Your current disclosure does not specify a period.

Response:  At the same time this  response  letter is
filed,  we are filing an  amendment  to the  Report, which  makes the  changes
 requested.  However,  we do not  agree  with your  statement  that the  current
disclosure  does not  specify  a  period.  The first  paragraph  of the  Report  clearly
 states  that the engagement  ended on January 8, 2009,  so we  believe  bullet  points
(b) and (c) read in context  clearly specify the period.

2.         In
order for the  former  accountant  to file the  letter  required  by Item  304,  a copy
of the filing  should be furnished to them as soon as possible,  but no later than the
date you file the Form 8-K with the  Commission.  The  accountants  confirming  letter
 should be filed with an  amended  Form 8-K on Exhibit 16 within two business  days of
receipt but no later than ten business  days after filing the Form 8-K.

SECURITIES AND EXCHANGE COMMISSION
Division of Corporation
Finance
Attn:  Sasha S. Parikh, Staff Accountant
Re:  Oxygen Biotherapeutics, Inc.

January 27, 2009
Page 2

Response:  The  original  filling of
the Report on January  14,  2009,  included  as Exhibit 16 the former accountants’  confirming
letter  referenced in the comment.  The amendment to the Report filed at the same time as
this response letter includes an updated  confirming letter.  However,  we do not concede
that the updated  confirming  report  is, in fact,  required,  based on our view  stated
in  response  to the first comment  that the amended  report does not make any
 significant  or  material  change in the  information presented in the original filing.

As requested in the Letter, the
Company hereby acknowledges that:

     l
     the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

     l
     staff  comments  or changes to  disclosure  in response to staff  comments do not  foreclose  the
              Commission from talking any action with respect to the filing; and

     l
      the  Company  may not assert  staff  comments  as a defense in any  proceeding  initiated  by the
              Commission or any person under the federal securities laws of the United States.

If you have any questions,  or wish
to discuss any of these matters,  please contact our counsel,  Mark E. Lehman at (801)
532-1234.

Sincerely,

/s/ Chris J. Stern

Chris J. Stern
Chief Executive Officer

Via Facsimile and U.S. Mail Mail Stop 6010          January 16, 2009  Chris J. Stern Chief Executive Officer Oxygen Biotherapeutics, Inc. 3189 Airway Avenue Building C Costa Mesa, CA 92626
Re: Oxygen Biotherapeutics, Inc.
Item 8.01 Form 8-K   Filed January 14, 2009
 File No. 2-310909

Dear Mr. Stern:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.

Form 8-K filed January 14, 2009

1. Please revise bullet points (b) and (c) of  your filing to specify the “subsequent
interim period through the date the engage ment terminated” as the “interim period
through January 8, 2009”.  Your current disclosure does not specify a period.

2. In order for the former accountant to file  the letter required by Item 304, a copy of
the filing should be furnished to them as so on as possible, but no later than the date
you file the Form 8-K with the Commissi on.  The accountants confirming letter

should be filed with an amended Form 8-K on Exhibit 16 within two business days
of receipt but no later than ten busines s days after filing the Form 8-K.

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will re spond.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters  greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.   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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3627.
         S i n c e r e l y ,            S a s h a  S i n g h  P a r i k h         S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

     Synthetic Blood
International, Inc.

3189 Airway Avenue, Bldg.
C

Costa Mesa, CA 92626

714-427-6363

Fax 714-427-6361

January 26, 2005

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance
450 Fifth Street, N.W.
Washington D.C. 20549-0304

Attn:
      Song Brandon, Mail Stop 0309

     Re:
     Registration Statement on Form S-2SEC

File No. 333-122057

Dear Ms. Brandon:

        Pursuant
to Rule 461 of Regulation C, Synthetic Blood International, Inc. (“Company”),
hereby requests acceleration of the effective date of the above-referenced registration
statement on Form S-2 to Friday, January 28, 2005 at 12:00 Noon. We confirm that a copy of
our annual report on Form 10-K for the year ended April 30, 2004 and quarterly report on
Form 10-Q for the quarter ended October 31, 2004, will be sent with each copy of the
prospectus we deliver, as stated on the cover page of the prospectus.

        No
broker-dealer is listed in the registration statement as participating as an underwriter,
so no filing was made with the National Association of Securities Dealers, Inc. in the
absence of a requirement to do so. With respect to dissemination of information
contemplated by Rules 460 and 461, offers will be made directly by selling security
holders by delivering a copy of the final prospectus and periodic reports to prospective
purchasers. This will confirm that the Company is aware of its obligations under the
Securities Act of 1933 and the Securities and Exchange Act of 1934.

        We
hereby acknowledge that:

     Should the Securities and Exchange  Commission
          (“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 pursuant 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

SECURITIES AND EXCHANGE
COMMISSION
Division of Corporation Finance
Attn: Song Brandon, Mail Stop 0309
January 26, 2005
Page 2

     The Company may not assert  this action as defense in any  proceeding  initiated  by the  Commission  or any person  under the
                  federal securities laws of the United States.

     Sincerely,

     Synthetic Blood International, Inc.

     /s/ Robert W. Nicora

     Robert W. Nicora, Chief Executive Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0309

							January 25, 2005

Robert W. Nicora
Chief Executive Officer
Synthetic Blood International, Inc.
3189 Airway Avenue
Building C
Costa Mesa, CA  92626

Re:	Synthetic Blood International, Inc.
	Registration Statement on Form S-2
	File Number 333-122057

Dear Mr. Nicora:

      This is to advise you that we have limited our review of the
above referenced registration statement to only the issues
identified
below. We will make no further review of this filing.  However,
please note that all comments will need to be fully resolved
before
we take final action on the registration statement.

Form S-2

General
1. Please confirm that you intend to provide copies of reports
incorporated by reference with your prospectus.

*	*	*

      Once you have cleared our comment, we will act upon any
request
for acceleration of the effective date of the Form S-2 and
pursuant
to delegated authority, grant acceleration of the effective date.
We
will consider your request for acceleration as a confirmation of
the
fact that you are aware of your responsibilities under the
Securities
Act of 1933 and the Securities Act of 1934 as they relate to the
proposed public offerings.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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 pursuant 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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a 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 they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	Please contact Song Brandon at (202) 942-2831 or me at (202)
942-1840 with any questions.

							Sincerely,

							Jeffrey P. Riedler
							Assistant Director

cc:	Mark E. Lehman, Esq.
      Parsons Behle & Latimer
      201 S. Main Street
      P.O. Box 45898
      Salt Lake City, UT  84145-0898

??

??

??

??

Robert W. Nicora
Synthetic Blood International, Inc.
January 25, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

     Synthetic Blood
International, Inc.

3189 Airway Avenue, Bldg.
C

Costa Mesa, CA 92626

714-427-6363

Fax 714-427-6361

September 8, 2004

Via EDGAR and Fax to
(202) 942-9533

SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance
450 Fifth Street, N.W.
Washington D.C. 20549-0304

Attn:
                Suzanne
Hayes, Mail Stop 0309

     Re:
     Registration
Statement on Form S-2

     SEC File No. 333-118759

Dear Ms. Hayes:

        Pursuant
to Rule 461 of Regulation C, Synthetic Blood International, Inc. (“Company”),
hereby requests acceleration of the effective date of the above-referenced registration
statement on Form S-2 to Friday, September 10, 2004 at 12:00 Noon. We confirm that a copy
of our annual report on Form 10-K for the year ended April 30, 2004 will be sent with
each copy of the prospectus we deliver, as stated on the cover page of the prospectus.

        No
broker-dealer is listed in the registration statement as participating as an underwriter,
so no filing was made with the National Association of Securities Dealers, Inc. in the
absence of a requirement to do so. With respect to dissemination of information
contemplated by Rules 460 and 461, offers will be made directly by selling security
holders by delivering a copy of the final prospectus to prospective purchasers. This will
confirm that the Company is aware of its obligations under the Securities Act of 1933 and
the Securities and Exchange Act of 1934.

        We
hereby acknowledge that:

Should the
Securities and Exchange Commission (“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;

SECURITIES AND EXCHANGE
COMMISSION
Division of Corporation Finance
Attn: Suzanne Hayes, Mail Stop 0309
September 8,
2004
Page 2

The action of the Commission or the staff, acting pursuant 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 this action as defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     Sincerely,

     Synthetic Blood International, Inc.

     /s/ David Johnson, Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3-9								September 8, 2004

Robert W. Nicora
Synthetic Blood International, Inc.
3189 Airway Avenue
Building C
Costa Mesa, CA 02626

Re:	Synthetic Blood International, Inc.
	Registration Statement on Form S-2
Filed September 2, 2004
	File Number 333-118759

We have limited our review of the above referenced filing to only the
matters addressed herein.  Please understand that the purpose of our
review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in
these respects.  We welcome any questions you may have about our
comments or on any other aspect of our review.  Feel free to call us
at the telephone numbers listed at the end of this letter.

General
1. Please confirm that you intend to provide copies of reports
incorporated by reference with your prospectus.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
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 pursuant 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 this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a 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 they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please provide this
request at least two business days in advance of the requested
effective date and allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  .

Please contact Sonia Barros at 202-824-5304 or Suzanne Hayes at 202-
942-1789 with any questions.
Regards,

Jeffrey Riedler
Assistant Director

Cc: Mark E. Lehman, Esq.
Mark N. Schneider, Esq.
Parsons Behle & Latimer
201 S. Main Street, P.O. Box 45898
Salt Lake City, UT 84145-0898

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