On March 11, 2020, Tenax Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), to which the Company agreed to issue in a registered direct offering 750,000 shares of the Company’s common stock, $0.0001 par value per share, at a purchase price of $1.1651 per share and pre-funded warrants to purchase up to 1,610,313 shares of common stock at a purchase price of $1.1650 per pre-funded warrant for gross proceeds of approximately $2.75 million. In a concurrent private placement, the Company has agreed to issue to the Investor unregistered common stock warrants (the “Unregistered Warrants”) to purchase up to 2,360,313 shares of common stock (such registered direct offering and private placement, collectively, the “Offerings”).

The pre-funded warrants have an exercise price of $0.0001 per share of common stock, are immediately exercisable, may be exercised at any time until exercised in full and are subject to customary adjustments. The Unregistered Warrants have an exercise price of $1.04 per share of common stock, are immediately exercisable, will expire five and one-half years from the date of issuance and are subject to customary adjustments.

The pre-funded warrants and Unregistered Warrants may not be exercised if the aggregate number of shares of the Company’s common stock beneficially owned by the holder (together with its affiliates) would exceed 4.99% (or 9.99% at the holder\’s election) of the Company’s outstanding common stock immediately after exercise. However, a holder may increase or decrease such percentage, but not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to the Company.

The Company intends to use the net proceeds from the Offerings to further its clinical trials of levosimendan, for research and development and for general corporate purposes, including working capital and potential acquisitions.

H.C. Wainwright & Co., LLC (the “Placement Agent’) was engaged by the Company to act as its exclusive agent for the Offerings. The Company agreed to pay the Placement Agent a cash fee equal to 7.5% of the gross proceeds received by the Company in the Offerings, totaling approximately $206,250. The Company also has agreed to pay the Placement Agent $75,000 for non-accountable expenses, a management fee equal to 1.0% of the gross proceeds raised in the Offerings and up to $12,900 for clearing fees. In addition, the Company has agreed to issue to the Placement Agent or its designees warrants to purchase up to 177,023 shares of common stock (representing 7.5% of the aggregate number of shares of common stock (or common stock equivalents) sold in the Offerings) (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Unregistered Warrants, except that the Placement Agent Warrants have an exercise price equal to $1.4564, or 125% of the offering price per share of common stock, and will be exercisable for five years from the effective date of the Offerings.

The Company offered the shares of common stock and pre-funded warrants (and the shares underlying the pre-funded warrants) in the registered direct offering to the Company’s registration statement on Form S-3 (File No. 333-224951) filed with the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission on May 15, 2018. A prospectus supplement relating to the shares of common stock and pre-funded warrants (and the shares underlying the pre-funded warrants) offered to the registered direct offering was filed with the Commission on March 13, 2020 (the “Prospectus Supplement”).

The issuance and sale of the Unregistered Warrants, the Placement Agent Warrants and the shares of common stock issuable upon exercise of the Unregistered Warrants and Placement Agent Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), are not being offered to the registration statement and are being offered to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

A copy of the legal opinion of K&L Gates LLP relating to the shares of common stock and the pre-funded warrants, and the consent included therein, is attached to this Current Report on Form 8-K as Exhibit 5.1.

The Purchase Agreement includes customary representations, warranties and covenants by the Company. The foregoing descriptions of the pre-funded warrants, the Unregistered Warrants, the Placement Agent Warrants and the Purchase Agreement are qualified by reference to the full text of such agreements, which are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2, 4.3 and 10.1, respectively, and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information in Item 1.01 related to the private placement of the Unregistered Warrants, the issuance of the Placement Agent Warrants and the shares of common stock issuable upon exercise of the Unregistered Warrants and Placement Agent Warrants is incorporated by reference into this Item 3.02.

Item 7.01. Regulation FD Disclosure.

On March 12, 2020, the Company issued a press release announcing the Offerings and a press release announcing the completion of enrollment of its Phase 2 clinical trial of levosimendan. Copies of the press releases are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

In accordance with General Instruction B.2 of Form8-K, the information in this Item 7.01, including Exhibits 99.1 99.2 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Exhibits.

(d) Exhibits.

TENAX THERAPEUTICS, INC. Exhibit
EX-4.1 2 tenx_ex41.htm PRE-FUNDED WARRANT tenx_ex41   Exhibit 4.1   PRE-FUNDED COMMON STOCK PURCHASE WARRANT   TENAX THERAPEUTICS,…
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About Tenax Therapeutics, Inc. (NASDAQ:TENX)

Tenax Therapeutics, Inc. is a specialty pharmaceutical company. The Company is focused on identifying, developing and commercializing products for the critical care market. The Company’s main product is levosimendan. Levosimendan is a calcium sensitizer developed for intravenous use in hospitalized patients with acutely decompensated heart failure. Levosimendan represents therapeutic modalities for the treatment of Low Cardiac Output Syndrome (LCOS), septic shock and other critical care conditions. The therapeutic effects of levosimendan are mediated through increased cardiac contractility by calcium sensitization of troponin C, resulting in a positive inotropic effect, which is not associated with substantial increases in oxygen demand; opening of potassium channels in the vasculature smooth muscle, resulting in a vasodilatory effect on all vascular beds, and opening of mitochondrial potassium channels in cardiomyocytes, resulting in a cardioprotective effect.