tenx_corresp
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
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.
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Sincerely,
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TENAX
THERAPEUTICS, INC.
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By:
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/s/
Christopher T. Giordano
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Christopher
T. Giordano
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President
and Chief Executive Officer
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