Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* ARMISTICE CAPITAL, LLC	2. Issuer Name and Ticker or Trading Symbol TENAX THERAPEUTICS, INC. [ TENX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 510 MADISON AVENUE, 7TH FLOOR,	3. Date of Earliest Transaction (MM/DD/YYYY) 7/8/2021
(Street) NEW YORK, NY 10022 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$0.0001	7/8/2021		A ⁽²⁾⁽³⁾		4773269		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	4773269	⁽²⁾⁽³⁾	4773269	I	See Footnote ⁽¹⁾
Warrant (right to buy)	$1.97	7/8/2021		A ⁽²⁾⁽³⁾		4773269		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	4773269	⁽²⁾⁽³⁾	4773269	I	See Footnote ⁽¹⁾

Explanation of Responses:
(1)	The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2)	The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.
(3)	(Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

Remarks:
Each of the Master Fund and Armistice Capital may be deemed a director by deputization of the Issuer by virtue of the fact that Steven Boyd, a representative of the Master Fund and Armistice Capital, currently serves on the Issuer's board of directors.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY 10022	X
Armistice Capital Master Fund Ltd. 510 MADISON AVENUE 7TH FLOOR NEW YORK, NY 10022	X
Boyd Steven 510 MADISON AVENUE 7TH FLOOR NEW YORK, NY 10022	X

Signatures
ARMISTICE CAPITAL, LLC, Name: /s/ Steven Boyd, Title: Managing Member		7/9/2021
^**Signature of Reporting Person		Date
ARMISTICE CAPITAL MASTER FUND LTD, Name: /s/ Steven Boyd, Title: Director		7/9/2021
^**Signature of Reporting Person		Date
STEVEN BOYD, Name: /s/ Steven Boyd		7/9/2021
^**Signature of Reporting Person		Date