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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3235-0287

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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 * Rich Stuart	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                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Medical Officer
(Last)          (First)          (Middle) C/O TENAX THERAPEUTICS, INC, ONE COPLEY PARKWAY, SUITE 490	3. Date of Earliest Transaction (MM/DD/YYYY) 6/11/2021
(Street) MORRISVILLE, NC 27560 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock (1)	6/11/2021		M		3581000	A	(2)	4243517	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(2)	6/11/2021		M			3581	6/11/2021	6/11/2021	Common Stock	3581000	(2)	0	D

Explanation of Responses:
(1)	On June 10, 2021, the shareholders of Tenax Therapeutics, Inc. voted in favor of the conversion of all Series B Preferred Stock to Common Stock. Pursuant to this action, all Series B Preferred Stock owned by the Reporting Person converted automatically to shares of Common Stock on June 11, 2021.
(2)	As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Rich Stuart C/O TENAX THERAPEUTICS, INC ONE COPLEY PARKWAY, SUITE 490 MORRISVILLE, NC 27560	X	X	Chief Medical Officer

Signatures
/s/ Stuart Rich		6/15/2021
**Signature of Reporting Person		Date