TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo December 7, 2020 Renato Negro Vice President and Controller Avanos Medical, Inc. 5405 Windward Parkway, Suite 100 South Alpharetta, Georgia 30004 Re: Avanos Medical, Inc. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed February 25, 2020 File No. 001-36440 Dear Mr. Negro: We have reviewed your filing and have the following 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2019 General 1. We note that your forum selection provision in Article X, Section 1 of your Second Amended and Restated Certificate of Incorporation identifies a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain litigation, including any derivative action. In future filings, please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that 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. Renato Negro Avanos Medical, Inc. December 7, 2020 Page 2 Item 15. Exhibits, page 75 2. In future filings, please ensure that all documents that must filed as exhibits are either filed or incorporated by reference. Refer to Item 601 of Regulation S-K. For example, we note no plans of acquisition, reorganization, arrangement or succession, articles of incorporation, bylaws, instruments defining the rights of securities holders, including indentures, or material contracts are identified as filed or incorporated by reference. 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. You may contact Michael Fay at 202-551-3812 or Kate Tillan, Senior Staff Accountant, at 202-551-3604 if you have questions regarding comments on the financial statements and related matters. Please contact Ada Sarmento at 202-551-3798 or Mary Beth Breslin, Branch Chief, at 202-551-3625 with any other questions. FirstName LastNameRenato Negro Sincerely, Comapany NameAvanos Medical, Inc. Division of Corporation Finance December 7, 2020 Page 2 Office of Life Sciences FirstName LastName