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| LEI | 549300J03O6B1IJ2B606 |
| CIK | 34956 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tenax Therapeutics, Inc.
SEC Filings (Chronological Order)
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| June 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2026 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F |
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| May 12, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 TENAX THERAPEUTICS, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.001 par value per share Other 907,500 $ 10.76 $ 9,764,700.00 0.0001381 $ 1,348.51 2 Equity |
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| May 12, 2026 |
EX-99.1 Exhibit 99.1 Tenax Therapeutics Reports First Quarter 2026 Financial Results and Provides Corporate Update On track to report topline data from Phase 3 LEVEL study of TNX-103 in third quarter of 2026 Global Phase 3 LEVEL-2 clinical trial ongoing, enrollment completion anticipated by end of 2027 Strengthened leadership team with appointments of Thomas Staab as Chief Financial Officer and Ti |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 TEN |
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| May 12, 2026 |
As filed with the Securities and Exchange Commission on May 12, 2026 S-8 As filed with the Securities and Exchange Commission on May 12, 2026 Registration No. |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2026 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F |
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| April 22, 2026 |
EX-99.1 Exhibit 99.1 Tenax Therapeutics Appoints Thomas R. Staab, II as Chief Financial Officer Mr. Staab has over 25 years of financial and executive experience across the healthcare industry CHAPEL HILL, N.C., Apr. 22, 2026 (GLOBE NEWSWIRE) – Tenax Therapeutics, Inc. (Nasdaq: TENX) (“Tenax” or “Tenax Therapeutics” or the “Company”), a Phase 3, development-stage pharmaceutical company using clini |
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| April 22, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| April 22, 2026 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of April 9, 2026, by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Thomas R Staab, II (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive as its Chie |
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| April 22, 2026 |
TENAX THERAPEUTICS, INC. NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT GRANT EX-10.2 Exhibit 10.2 TENAX THERAPEUTICS, INC. NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT GRANT Tenax Therapeutics, Inc. (the “Company”), hereby grants to the individual identified below (the “Holder”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Notice of Inducement Restricted Stock Unit Grant (the “Grant Noti |
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| April 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34600 TENAX THERAPEUTICS |
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| April 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 31, 2026 |
TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 CORRESP TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 March 31, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill Re: Tenax Therapeutics, Inc. Registration Statement on Form S-3 Filed March 24, 2026 File No. 333-294561 Ladies and G |
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| March 27, 2026 |
March 27, 2026 Christopher Giordano Chief Executive Officer Tenax Therapeutics, Inc. |
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| March 24, 2026 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tenax Therapeutics, Inc. |
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| March 24, 2026 |
As filed with the Securities and Exchange Commission on March 24, 2026 As filed with the Securities and Exchange Commission on March 24, 2026 Registration Statement No. |
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| March 24, 2026 |
TENAX THERAPEUTICS, INC. , as Trustee Dated as of , 202__ EXHIBIT 4.18 TENAX THERAPEUTICS, INC. and , as Trustee INDENTURE Dated as of , 202 1 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 6 1.1. DEFINITIONS 6 1.2. RESERVED 9 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 9 1.4. RULES OF CONSTRUCTION 10 ARTICLE 2 THE SECURITIES 10 2.1. ISSUABLE IN SERIES 10 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 11 2.3. |
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| March 10, 2026 |
EXHIBIT 99.1 Tenax Therapeutics Reports Fourth Quarter and Full Year 2025 Financial Results and Provides Corporate Update Achieved randomization target of 230 patients in LEVEL study, topline data expected in third quarter of 2026 Initiated global Phase 3 LEVEL-2 clinical trial and opened long-term OLE study for patients to remain on drug CHAPEL HILL, N.C., March 10, 2026 (GLOBE NEWSWIRE) - Tenax |
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| March 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2026 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| March 10, 2026 |
EXHIBIT 4.16 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 We are authorized to issue 410,000,000 shares of our capital stock consisting of (a) 400,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), consistin |
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| March 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34600 |
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| January 9, 2026 |
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT EXHIBIT 10.1 SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made as of January 6, 2026 by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Stuart Rich, MD (the “Executive”). The Company and Executive are sometimes referred to he |
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| January 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2026 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio |
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| December 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 |
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| November 12, 2025 |
EXHIBIT 99.1 Tenax Therapeutics Reports Third Quarter 2025 Financial Results and Provides Corporate Update Phase 3 LEVEL Study Ongoing, Enrollment Completion (230 Patients) Expected in First Half of 2026, with Topline Data Expected in Second Half of 2026 On Track to Initiate Second Phase 3 Study, LEVEL-2, in 2025 Tenax to Host Virtual KOL Call Tomorrow, Thursday, November 13, 2025 at 4:30 p.m. ET |
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| September 16, 2025 |
EXHIBIT 99.1 Tenax Therapeutics Announces European Patent Office Intention to Grant Patent Covering Use of Levosimendan in PH-HFpEF Provides Patent Protection in Europe Through at Least December 2040 Further IP Protection for TNX-103 (Oral Levosimendan) and Other Drug Formulations, and its Active Metabolites, in PH-HFpEF Also Provides Patent Protection for Wide Range of Levosimendan Doses, and its |
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| September 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commis |
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| September 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss |
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| September 9, 2025 |
FIFTH AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013 EXHIBIT 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” FIFTH AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013 This Fifth Amendment to the License Agreement of September 20, 2013 (hereinafter referred to as the |
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| August 13, 2025 |
EXHIBIT 99.1 Tenax Therapeutics Reports Second Quarter 2025 Financial Results and Provides Corporate Update Phase 3 LEVEL Study Ongoing, Enrollment Completion (230 Patients) Expected in First Half of 2026, with Topline Data Expected in Second Half of 2026 On Track to Initiate Second Phase 3 Study, LEVEL-2, in 2025 CHAPEL HILL, N.C., August 13, 2025 (GLOBE NEWSWIRE) - Tenax Therapeutics, Inc. (Nasd |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 TENA |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio |
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| June 17, 2025 |
Officer Exculpation Amendment. EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TENAX THERAPEUTICS, INC. The undersigned, for purposes of amending the Certificate of Incorporation, as amended (the “Certificate”), of Tenax Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| June 17, 2025 |
Restated Certificate of Incorporation. EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TENAX THERAPEUTICS, INC. Tenax Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Tenax Therapeutics, Inc. The original certificate of incorporation of the Corporation wa |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 TEN |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F |
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| May 14, 2025 |
EXHIBIT 99.1 Tenax Therapeutics Reports First Quarter 2025 Financial Results and Provides Corporate Update Phase 3 LEVEL Enrollment Completion for TNX-103 in PH-HFpEF Targeted Around Year-End 2025, with Topline Data Expected Middle of 2026 Initiation of Second Phase 3 Study, LEVEL-2, Expected This Year CHAPEL HILL, N.C., May 14, 2025 (GLOBE NEWSWIRE) - Tenax Therapeutics, Inc. (Nasdaq: TENX) (“Ten |
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| April 25, 2025 |
rrrr UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34600 TENAX THERAPE |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 25, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 23, 2025 |
PROSPECTUS Up to 378,346 Shares of Common Stock Up to 3,760,726 Shares of Common Stock Underlying Pre-Funded Warrants Offered by Selling Stockholders This prospectus relates to the sale or other disposition from time to time of (i) up to 378,346 shares of our common stock, $0. |
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| April 21, 2025 |
TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 April 21, 2025 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 Filed April 15, 2025 File No. 333-286557 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act o |
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| April 18, 2025 |
April 18, 2025 Christopher Giordano Chief Executive Officer Tenax Therapeutics, Inc. |
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| April 15, 2025 |
As filed with the Securities and Exchange Commission on April 15, 2025 As filed with the Securities and Exchange Commission on April 15, 2025 Registration Statement No. |
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| April 15, 2025 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tenax Therapeutics, Inc. |
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| April 9, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| March 25, 2025 |
TENAX THERAPEUTICS, INC. NOTICE OF INDUCEMENT STOCK OPTION GRANT EXHIBIT 10.26 TENAX THERAPEUTICS, INC. NOTICE OF INDUCEMENT STOCK OPTION GRANT (Grantee name and address) You have been granted an option (the “Option”) to purchase shares of the Common Stock of Tenax Therapeutics, Inc. (the “Company”) as described below, subject to the terms of the attached Inducement Stock Option Award Agreement. This Option is an employment inducement grant made pursuant to Nas |
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| March 25, 2025 |
rrrr UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K Table of Contents rrrr UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. |
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| March 25, 2025 |
EXHIBIT 99.1 Tenax Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update Successfully Completed Private Placements with Aggregate Gross Proceeds of Approximately $125 Million to Support Advancement of Two Registrational Studies for TNX-103 in PH-HFpEF and Fund Operations through 2027 Phase 3 LEVEL Study Expansion Increases Statistical Power; Enrollm |
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| March 25, 2025 |
FOURTH AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013 EXHIBIT 10.3.5 FOURTH AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013 This Fourth Amendment to the License Agreement of September 20, 2013 (hereinafter referred to as the “Amendment”) is made and executed as of this 2nd day of October, 2024 (“Effective Date of Amendment”) by and between: Orion Corporation, Business Identity Code 1999212-6, a company registered under the laws of Finland an |
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| March 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| March 25, 2025 |
EXHIBIT 19.1 TENAX THERAPEUTICS, INC. (the “Company”) INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities This Policy provides guidelines to members of the Company’s Board of Directors (“Board Member(s)”), the Company’s employees and officers (which term includes interim officers, executive officers, and interim executive officers), and consultants and |
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| March 6, 2025 |
Tenax Therapeutics Announces $25 Million Private Placement EXHIBIT 99.1 Tenax Therapeutics Announces $25 Million Private Placement CHAPEL HILL, NC, March 5, 2025 - Tenax Therapeutics, Inc. (Nasdaq: TENX) (the “Company” or “Tenax Therapeutics”), a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies, today announced that it has entered into a securities purchase agreement for a private placeme |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| March 6, 2025 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 4, 2025, by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t |
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| March 6, 2025 |
Form of Pre-Funded Warrant to Purchase Common Stock. EXHIBIT 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| March 6, 2025 |
Form of Registration Rights Agreement. EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2025, is entered into by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used he |
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| March 6, 2025 |
EXHIBIT 99.2 Tenax Therapeutics Expands Phase 3 LEVEL Program, Advancing Two TNX-103 (Oral Levosimendan) Registrational Studies for the Treatment of PH-HFpEF Amendment to Enlarge Phase 3 LEVEL Study, Increasing Statistical Powering, Accepted by FDA, Expected to be Fully Enrolled Around Year End 2025 Agreement by FDA to Initiate Second Global Phase 3 Study, LEVEL-2, with First Patient Expected to b |
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| January 15, 2025 |
TENX / Tenax Therapeutics, Inc. / Dellora Investments LP begin 644 TENXex1.pdf M)5!$1BTQ+C8-)>+CS],-"C,S(# @;V)J#3P\+TQI;F5A M6)^!A,D:D*P2D- \"B3B7S P,3* 9!D8&(DAC.>^@$08 !96@\M#0IE;F1S M=')E86T-96YD;V)J#7-T87)T>')E9@T*, T*)25%3T8-"B @(" @(" @#0HV M,B P(&]B:@T\/"]#(#DU+T9I;'1ED>M$=),N+10QGMNYS9SGC(UB MG!G-C&3&,!D4,Y8Y89AQS$G,//,*76""6\$L9\)PR3 43EGV]FWQ5[NLVGJ[ M>C-?5MN^[A^/BNMJ57=]^CF9-E\J8Z*Q<-NMZXVV&9\,H'.27='$\$%+\[F MTT75,VT0R'5Q5NXNJGIUWS-K7#&M!L% |
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| December 5, 2024 |
TENX / Tenax Therapeutics, Inc. / Dellora Investments LP begin 644 TENXex1.pdf M)5!$1BTQ+C8-)>+CS],-"C,S(# @;V)J#3P\+TQI;F5A(E0PB8D#$#9#B-B"AM@G$0PD M3%: 6$I 0O,HD$A09F!B9-@ 9#$P,!)#&<\@,@P !X3@\H#0IE;F1S=')E M86T-96YD;V)J#7-T87)T>')E9@T*, T*)25%3T8-"B @(" @(" @#0HV,2 P M(&]B:@T\/"]#(#DR+T9I;'1E1L84 $C$+,P<#0@BPE M,0-#&P,?XPWC!?5,?APG)!3*':^Q>C!P=C/FGNF0/,5D!UFPL*[$)JI!&X& M"P/#EIL04<80@ # (]2$&P-"F5N9'-T%LP+C @,"XP M(#8Q,BXP(#%LP+C @,"XP(#8Q,BXP(#5,.&7 |
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| December 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi |
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| November 26, 2024 |
EX-FILING FEES 4 tenxex107.htm FEE TABLE EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Tenax Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price(3) Fee Rate Amount |
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| November 26, 2024 |
As filed with the Securities and Exchange Commission on November 26, 2024 As filed with the Securities and Exchange Commission on November 26, 2024 Registration No. |
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| November 14, 2024 |
TENX / Tenax Therapeutics, Inc. / Lind Global Fund II LP Passive Investment SC 13G 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88032L605 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| November 14, 2024 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Tenax Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to su |
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| November 14, 2024 |
TENX / Tenax Therapeutics, Inc. / JANUS HENDERSON GROUP PLC - JANUS AMENDMENT Passive Investment SC 13G/A 1 Tenax093024.txt JANUS AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 1* Name of Issuer: Tenax Therapeutics, Inc Title of Class of Securities: Common Stock CUSIP Number: 88032L605 Date of Event Which Requires Filing of this Statement: 9/30/2024 Check the appropriate box to designate t |
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| November 14, 2024 |
TENX / Tenax Therapeutics, Inc. / CVI Investments, Inc. - SC 13G/A Passive Investment SC 13G/A 1 tm2428264d7sc13ga.htm SC 13G/A CUSIP No: 88032L605 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title o |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 Tenax Therapeutic |
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| November 13, 2024 |
TENX / Tenax Therapeutics, Inc. / Stonepine Capital Management, LLC Passive Investment SC 13G/A 1 tenx13ga1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L605 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss |
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| November 13, 2024 |
EXHIBIT 99.1 Tenax Therapeutics Reports Third Quarter 2024 Financial Results and Provides a Corporate Update Raised Gross Proceeds of Approximately $100 Million in a Private Placement with Leading Institutional Healthcare Investors Continuing to Enroll Patients in Phase 3 LEVEL Study with 52 Investigative Sites Now Initiated Cash Runway Through End of 2027 CHAPEL HILL, N.C., November 13, 2024 (GLO |
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| November 12, 2024 |
SC 13G 1 p24-3132sc13g.htm TENAX THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88032L605 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Ch |
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| November 12, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-3132exhibit991.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing |
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| October 30, 2024 |
Amendment No. 2 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. EXHIBIT 10.1 AMENDMENT NO. 2 TO THE TENAX THERAPEUTICS, INC. 2022 STOCK INCENTIVE PLAN WHEREAS, Tenax Therapeutics, Inc. (the “Company”) maintains the 2022 Stock Incentive Plan, as amended (the “Plan”); WHEREAS, pursuant and subject to Section 16(a) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan, subject to the approval of the Company’s stockholder |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| September 12, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-281873 PROSPECTUS Up to 1,450,661 Shares of Common Stock Up to 31,882,671 Shares of Common Stock Underlying Pre-Funded Warrants Up to 16,666,666 Shares of Common Stock Underlying Warrants Offered by Selling Stockholders This prospectus relates to the sale or other disposition from time to time of (i) up to 1,450,661 shares of our common stock, |
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| September 10, 2024 |
SC 13G 1 tenx13gaug24.htm TENX AS OF 08/31/2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) TENAX THERAPEUTICS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 88032L605 (CUSIP NUMBER) August 31, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to des |
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| September 10, 2024 |
TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 September 10, 2024 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 Filed August 30, 2024 File No. 333-281873 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities |
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| September 5, 2024 |
September 5, 2024 Christopher Giordano President and Chief Executive Officer Tenax Therapeutics, Inc. |
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| August 30, 2024 |
As filed with the Securities and Exchange Commission on August 30, 2024 As filed with the Securities and Exchange Commission on August 30, 2024 Registration Statement No. |
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| August 30, 2024 |
As filed with the Securities and Exchange Commission on August 30, 2024 As filed with the Securities and Exchange Commission on August 30, 2024 Registration No. |
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| August 30, 2024 |
EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Tenax Therapeutics, Inc. |
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| August 30, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tenax Therapeutics, Inc. |
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| August 19, 2024 |
TENX / Tenax Therapeutics, Inc. / BIOTECHNOLOGY VALUE FUND L P - THE SCHEDULE 13G Passive Investment SC 13G 1 sc13g07422tenx08192024.htm THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (T |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 88032L605 (CUSIP Number) August 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| August 19, 2024 |
Power of Attorney for Bong Koh EX-99.C 4 tm2421916d1ex99-c.htm EXHIBIT 99.C CUSIP No. 88032L605 Page 1 of 1 EXHIBIT C POWER OF ATTORNEY FOR BONG KOH KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s true and lawful attorney-in fact and agent to: (i) prepare execute and file, for and on behalf of t |
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| August 19, 2024 |
EX-99.1 2 ex991to13g07422tenx081924.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated August 19, 2024 with respect to the Common Stock, $0.0001 par value per share, of Tenax Therapeutics, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on be |
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| August 19, 2024 |
EX-99.A 2 tm2421916d1ex99-a.htm EXHIBIT 99.A CUSIP No. 88032L605 Page 1 of 1 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Tenax Therapeutics, Inc. and further |
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| August 19, 2024 |
Power of Attorney for Nimish Shah EX-99.B 3 tm2421916d1ex99-b.htm EXHIBIT 99.B CUSIP No. 88032L605 Page 1 of 1 EXHIBIT B POWER OF ATTORNEY FOR NIMISH SHAH KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s true and lawful attorney-in fact and agent to: (i) prepare execute and file, for and on behalf o |
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| August 15, 2024 |
TENX / Tenax Therapeutics, Inc. / Stonepine Capital Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L605 (CUSIP Number) August 6, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| August 14, 2024 |
EX-99.1 2 ea021145801ex99-1tenax.htm JOINT FILING AGREEMENT EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filin |
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| August 14, 2024 |
SC 13G 1 ea0211458-13gvivotenax.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 88032L605 (CUSIP Number) August 8, 2024 (Date of Event which Requires Filing of this Statement) Check |
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| August 14, 2024 |
TENX / Tenax Therapeutics, Inc. / JANUS HENDERSON GROUP PLC - JHG PLC OWNS 9.9% Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 0* Name of Issuer: Tenax Therapeutics, Inc Title of Class of Securities: Common Stock CUSIP Number: 88032L605 Date of Event Which Requires Filing of this Statement: 8/8/2024 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| August 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio |
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| August 13, 2024 |
EXHIBIT 99.1 Tenax Therapeutics Reports Second Quarter 2024 Financial Results and Provides a Corporate Update Raised Gross Proceeds of Approximately $100 Million in a Private Placement with Leading Institutional Healthcare Investors Continuing to Enroll Patients in Phase 3 LEVEL Study with 39 Investigative Sites Initiated In April, Hosted the KOL Event, “LEVEL Setting,” Featuring Four Experts in H |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 TENAX THERAPEUTICS, IN |
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| August 12, 2024 |
EXHIBIT 99.1 Tenax Therapeutics Announces Closing of $100 Million Private Placement and Plans to Accelerate the Oral Levosimendan Phase 3 Program · Funding supports advancement of oral levosimendan (TNX-103) Phase 3 development program, including completion of the ongoing LEVEL Study for the treatment of Pulmonary Hypertension Due to Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · Proc |
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| August 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio |
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| August 6, 2024 |
Form of Registration Rights Agreement. EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2024, is entered into by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used he |
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| August 6, 2024 |
Corporate Presentation of August 2024. EXHIBIT 99.2 |
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| August 6, 2024 |
Tenax Therapeutics Announces Oversubscribed $100 Million Private Placement EXHIBIT 99.1 Tenax Therapeutics Announces Oversubscribed $100 Million Private Placement CHAPEL HILL, NC, August 6, 2024 - Tenax Therapeutics, Inc. (Nasdaq: TENX) (the “Company” or “Tenax Therapeutics”), a Phase 3, development-stage pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| August 6, 2024 |
Form of Warrant to Purchase Shares of Common Stock or Pre-Funded Warrants. EXHIBIT 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK (or in lieu thereof, Pre-Funded Warrants (as defined below)) ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, |
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| August 6, 2024 |
EXHIBIT 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 6, 2024, by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executi |
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| August 6, 2024 |
Form of Pre-Funded Warrant to Purchase Common Stock. EXHIBIT 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN |
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| June 13, 2024 |
Amendment No. 1 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. EXHIBIT 10.1 AMENDMENT NO. 1 TO THE TENAX THERAPEUTICS, INC. 2022 STOCK INCENTIVE PLAN WHEREAS, Tenax Therapeutics, Inc. (the “Company”), maintains the 2022 Stock Incentive Plan (the “Plan”); and WHEREAS, pursuant and subject to Section 16(a) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan, subject to the approval of the Company’s stockholders; and |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F |
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| June 13, 2024 |
EXHIBIT 10.2 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made as of June 12, 2024 by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Stuart Rich, MD (the “Executive”). The Company and Executive are sometimes referred to herein each as a “ |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| May 14, 2024 |
EXHIBIT 99.1 Tenax Therapeutics Reports First Quarter 2024 Financial Results and Provides a Corporate Update Currently Enrolling Patients in Phase 3 LEVEL Study with 24 Investigative Sites Initiated Secured Global Development and Commercial Rights to Levosimendan for Treatment of PH-HFpEF Expanded Intellectual Property Estate for Levosimendan with Issuance of New U.S. Patent Recently Hosted KOL Ev |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 TENAX THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 TENAX THERAPEUTICS, I |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34600 TENAX THERAPEUTICS |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| April 26, 2024 | ||
| April 11, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 11, 2024 As filed with the U.S. Securities and Exchange Commission on April 11, 2024 Registration No. 333-269363 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (S |
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| April 11, 2024 |
As filed with the U.S. Securities and Exchange Commission on April 11, 2024 As filed with the U.S. Securities and Exchange Commission on April 11, 2024 Registration No. 333-275856 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (S |
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| March 28, 2024 |
Tenax Therapeutics, Inc. Compensation Recovery Policy, adopted September 20, 2023 EXHIBIT 97.1 TENAX THERAPEUTICS, INC. (the “Company”) COMPENSATION RECOVERY POLICY 1. Introduction The Company’s Board of Directors (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has there |
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| March 28, 2024 |
EXHIBIT 99.1 Tenax Therapeutics Provides Business and Clinical Development Updates with Full Year 2023 Financial Results · First Patient Enrolled in Phase 3 LEVEL Trial Evaluating TNX-103 (oral levosimendan) for the Treatment of Pulmonary Hypertension from Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · Expansion of U.S. Intellectual Property Covering the Use of Levosimendan for the Tr |
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| March 28, 2024 |
EXHIBIT 4.20 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 We are authorized to issue 410,000,000 shares of our capital stock consisting of (a) 400,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), consistin |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34600 TENAX THERAPEUTICS |
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| February 26, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-275856 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 8, 2024) 1,600,000 Shares of Common Stock 1,600,000 Warrants to Purchase up to 3,200,000 Shares of Common Stock 1,600,000 Pre-Funded Warrants to purchase up to 1,600,000 Shares of Common Stock 4,800,000 Shares of Common Stock underlying Warrants and Pre-Funded Warrants Tenax Therapeut |
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| February 26, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 16 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss |
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| February 21, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-275856 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 8, 2024) 1,600,000 Shares of Common Stock 1,600,000 Warrants to Purchase up to 3,200,000 Shares of Common Stock 1,600,000 Pre-Funded Warrants to purchase up to 1,600,000 Shares of Common Stock 4,800,000 Shares of Common Stock underlying Warrants and Pre-Funded Warrants Tenax Therapeut |
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| February 21, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying |
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| February 20, 2024 |
SC 13G 1 shn13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tenax Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 88032L605 (CUSIP Number) February 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 20, 2024 |
EXHIBIT 99.1 Tenax Therapeutics Announces Global License Amendment that Significantly Expands Rights to Levosimendan · Amendment to existing exclusive license agreement with Orion Corporation expands Tenax’s territory rights from North America, to the entire world · Expanded rights position Tenax to engage potential global strategic pharmaceutical partners · Improved net sales royalty rate structu |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss |
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| February 20, 2024 |
EXHIBIT 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED THIRD AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013 This Third Amendment to the License Agreement of September 20, 2013 (hereinafter referred to as the “Amendment”) is made an |
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| February 16, 2024 |
TENX / Tenax Therapeutics, Inc. / CVI Investments, Inc. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L605 (CUSIP Number) February 8, 202 |
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| February 15, 2024 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Tenax Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to su |
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| February 15, 2024 |
THC / Tenet Healthcare Corporation / Lind Global Fund II LP Passive Investment SC 13G 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88033G407 (CUSIP Number) February 12, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| February 14, 2024 |
TENX / Tenax Therapeutics, Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G/A 1 armistice-tenx123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* TENAX THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L605 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch |
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| February 13, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying |
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| February 12, 2024 |
EXHIBIT 10.1 PLACEMENT AGENCY AGREEMENT February 8, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $9,038,821.26 of registered securities of the Company, consi |
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| February 12, 2024 |
EXHIBIT 4.1 TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of February 12, 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of February 12, 2024 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”). WITNES |
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| February 12, 2024 |
Form of Pre-Funded Common Stock Purchase Warrant. EXHIBIT 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: February 12, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o |
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| February 12, 2024 |
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 8, 2024, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| February 12, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi |
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| February 12, 2024 |
Tenax Therapeutics Announces Pricing of Approximately $9 Million Public Offering EXHIBIT 99.1 Tenax Therapeutics Announces Pricing of Approximately $9 Million Public Offering CHAPEL HILL, NC, February 8, 2024 — Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, announced today the pricing of a public offering |
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| February 12, 2024 |
Form of Common Stock Purchase Warrant. EXHIBIT 4.3 COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: February 12, 2024 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t |
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| February 9, 2024 |
PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-275856 1,600,000 Shares of Common Stock 1,600,000 Warrants to Purchase up to 3,200,000 Shares of Common Stock 1,600,000 Pre-Funded Warrants to Purchase up to 1,600,000 Shares of Common Stock 4,800,000 Shares of Common Stock underlying Warrants and Pre-Funded Warrants Tenax Therapeutics, Inc. This is a best efforts public offering of: |
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| February 8, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi |
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| February 8, 2024 |
EXHIBIT 99.1 Tenax Therapeutics Enrolls First Patient in Phase 3 LEVEL Study Evaluating TNX-103 (Oral Levosimendan) for the Treatment of Pulmonary Hypertension in Heart Failure with Preserved Ejection Fraction (PH-HFpEF) Over 40 sites (U.S. and Canada) have agreed to participate in the LEVEL study LEVEL is a randomized, controlled Phase 3 trial of 152 patients, and will recruit patients primarily |
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| February 6, 2024 |
EXHIBIT 99.1 Tenax Therapeutics Announces USPTO Grants Notice of Allowance for U.S. Patent Application, Significantly Broadening IP Protection for Use of Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) Once granted, this patent will: ● provide U.S. intellectual property (IP) protection until December 2040, and may qualify for additional U.S. pa |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi |
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| February 6, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying |
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| February 5, 2024 |
Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 February 5, 2024 VIA EDGAR CORRESPONDENCE U. |
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| February 5, 2024 |
TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 February 5, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Daniel Crawford Division of Corporation Finance Office of Life Sciences Re: Acceleration Request Tenax Therapeutics, Inc. Registration Statement on Form S-1 |
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| February 2, 2024 |
As filed with the U.S. Securities and Exchange Commission on February 2, 2024 As filed with the U.S. Securities and Exchange Commission on February 2, 2024 Registration No. 333-275856 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of in |
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| February 2, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1/A (Form Type) Tenax Therapeutics, Inc. |
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| February 1, 2024 |
Form of Warrant Agency Agreement. EXHIBIT 4.20 TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of [•], 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [•], 2024 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”). WITNESSETH WHEREAS, p |
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| February 1, 2024 |
Form of Securities Purchase Agreement. EXHIBIT 10.25 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2024, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se |
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| February 1, 2024 |
As filed with the U.S. Securities and Exchange Commission on February 1, 2024 As filed with the U.S. Securities and Exchange Commission on February 1, 2024 Registration No. 333-275856 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of in |
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| February 1, 2024 |
Form of Common Stock Purchase Warrant. EXHIBIT 4.21 COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: [•], 2024 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her |
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| February 1, 2024 |
EXHIBIT 10.26 PLACEMENT AGENCY AGREEMENT [•], 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[•] of registered securities of the Company, consisting of [•] sh |
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| February 1, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1/A (Form Type) Tenax Therapeutics, Inc. |
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| February 1, 2024 |
Form of Common Stock Purchase Warrant, dated February 12, 2024. EXHIBIT 4.22 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: [•] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date |
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| February 1, 2024 |
Wyrick Robbins Yates & Ponton LLP ATTORNEYS AT LAW 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607 PO Drawer 17803, Raleigh, NC 27619 P: 919. |
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| January 22, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi |
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| January 16, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio |
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| January 9, 2024 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P |
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| January 5, 2024 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TENAX THERAPEUTICS, INC. The undersigned, for purposes of amending the Certificate of Incorporation, as amended (the “Certificate”), of Tenax Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: |
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| January 5, 2024 |
Tenax Therapeutics Announces Reverse Stock Split EXHIBIT 99.1 Tenax Therapeutics Announces Reverse Stock Split CHAPEL HILL, N.C., Dec. 29, 2023 — Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, announced today that it will be executing a reverse stock split of its outstanding |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 TENAX THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss |
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| December 7, 2023 |
United States securities and exchange commission logo December 7, 2023 Christopher T. |
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| December 1, 2023 |
As filed with the U.S. Securities and Exchange Commission on December 1, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of incorporation or organizat |
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| December 1, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Tenax Therapeutics, Inc. |
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| December 1, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 TENAX THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P |
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| November 14, 2023 |
EXHIBIT 99.1 Tenax Therapeutics Announces FDA Clearance of IND for TNX-103 (oral levosimendan) for the Treatment of Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF), Initiation of Phase 3 sites expected 2023 · First Phase 3 study of TNX-103 in PH-HFpEF patients to start in 4Q 2023 (The LEVEL Study) · FDA agreement that 6MWD will be the primary endpoint for both |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 TENAX THERAPEUTIC |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss |
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| November 13, 2023 |
EXHIBIT 99.1 Tenax Therapeutics Announces FDA Clearance of IND for TNX-103 (oral levosimendan) for the Treatment of Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF), Initiation of Phase 3 sites expected 2023 · First Phase 3 study of TNX-103 in PH-HFpEF patients to start in 4Q 2023 (The LEVEL Study) · FDA agreement that 6MWD will be the primary endpoint for both |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| September 29, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commis |
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| August 16, 2023 |
United States securities and exchange commission logo August 16, 2023 Christopher Giordano President and Chief Executive Officer Tenax Therapeutics, Inc. |
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| August 15, 2023 |
Fourth Amended and Restated Bylaws. EXHIBIT 3.1 Final Version FOURTH AMENDED AND RESTATED BYLAWS OF TENAX THERAPEUTICS, INC. (As Adopted and in Effect as of August 9, 2023) ARTICLE I OFFICES 1. Registered Office. The registered office of the Corporation shall be in the county of New Castle, at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its resident agent at such address is Corporation Service Company. |
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| August 15, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 TENAX THERAPEUTICS, IN |
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| August 10, 2023 |
Wyrick Robbins Yates & Ponton LLP ATTORNEYS AT LAW 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607 PO Drawer 17803, Raleigh, NC 27619 P: 919. |
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| August 7, 2023 |
United States securities and exchange commission logo August 7, 2023 Christopher Giordano President and Chief Executive Officer Tenax Therapeutics, Inc. |
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| July 20, 2023 |
Press Release dated July 19, 2023. EXHIBIT 99.1 Tenax Therapeutics Issued U.S. Patent for Oral Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · New U.S. patent provides intellectual property (IP) protection until December 2040, and may qualify for term extension beyond 2040 · There are currently no FDA-approved treatments for PH-HFpEF, a condition affecting more than 1,600,000 |
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| July 20, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P |
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| July 19, 2023 |
EXHIBIT 99.1 Tenax Therapeutics Issued U.S. Patent for Oral Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · New U.S. patent provides intellectual property (IP) protection until December 2040, and may qualify for term extension beyond 2040 · There are currently no FDA-approved treatments for PH-HFpEF, a condition affecting more than 1,600,000 |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| June 14, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333- 269363 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| June 1, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P |
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| May 31, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F |
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| May 31, 2023 |
EXHIBIT 99.1 Tenax Therapeutics Achieves Major Milestone as USPTO Grants Notice of Allowance for U.S. Patent Application Covering Use of Oral Levosimendan (TNX-103) in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · Once granted, this patent will provide intellectual property protection until December 2040, and may qualify for additional U.S. patent term ext |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 TENAX THERAPEUTICS, I |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 28, 2023 |
DEF 14A 1 tenxpre14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| April 13, 2023 |
Tenax Therapeutics Provides 2023 Business Update EXHIBIT 99.1 Tenax Therapeutics Provides 2023 Business Update · Company to prioritize the clinical development of TNX-103 (oral levosimendan) for the treatment of pulmonary hypertension and heart failure with preserved ejection fraction (PH-HFpEF) · PH-HFpEF affects more than 1,600,000 North Americans, with estimates indicating a prevalence of more than 2,000,000 patients by 2030 · Strategic decis |
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| April 13, 2023 |
Corporate Presentation of April 2023. EXHIBIT 99.2 |
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| April 13, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333- 269363 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying |
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| April 4, 2023 |
Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P |
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| March 31, 2023 |
EXHIBIT 4.17 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The authorized capital stock of Tenax Therapeutics, Inc. consists of 400,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). The following description sum |
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| March 31, 2023 |
List of Subsidiaries of Registrant. EXHIBIT 21.1 SUBSIDIARIES OF TENAX THERAPEUTICS, INC. Company Name Jurisdiction Life Newco, Inc. Delaware PHPrecisionMed Inc. Delaware |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34600 TENAX THERAPEUTICS |
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| March 30, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| March 22, 2023 |
EXHIBIT 99.1 Tenax Announces Issuance of U.S. Patent Covering Use of IV Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · Patent provides intellectual property protection until December 2040 · PH-HFpEF affects more than 1,600,000 North Americans, with estimates indicating a prevalence ofmore than 2,000,000 patients by 2030 · There are currently |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission |
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| February 14, 2023 |
TENX / Tenax Therapeutics Inc / ARMISTICE CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2023 |
TENX / Tenax Therapeutics Inc / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L506 (CUSIP Number) February 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 13, 2023 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| February 10, 2023 |
Lease Termination Agreement, dated as of February 7, 2023. EXHIBIT 10.1 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into as of February 7, 2023, by and between CCP Concourse, LLC., a Virginia limited liability company (“Landlord”), and Tenax Therapeutics, Inc., a Delaware corporation (“Tenant”). WITNESSETH: WHEREAS, Concourse Associates, LLC, a North Carolina limited liability company (predecessor to Land |
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| February 10, 2023 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi |
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| February 9, 2023 |
TENX / Tenax Therapeutics Inc / Rich Stuart - SC 13D/A Activist Investment SC 13D/A 1 tenxsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L506 (CUSIP Number) Stuart Rich 3621 Grove Street Skokie, Illinois 60076 (847) 460-8800 (Name, Addr |
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| February 9, 2023 |
TENX / Tenax Therapeutics Inc / Doogan Declan - SC 13D/A Activist Investment SC 13D/A 1 tenxsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L506 (CUSIP Number) Declan Doogan 16 Hammock Beach Court Palm Coast, Florida 32137 (860) 501-2121 ( |
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| February 7, 2023 |
Form of Common Stock Purchase Warrant, dated February 3, 2023. EXHIBIT 4.3 COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: February 7, 2023 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da |
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| February 7, 2023 |
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 3, 2023, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| February 7, 2023 |
Form of Leak-Out Agreement by and between Tenax Therapeutics, Inc. and the persons named therein. EXHIBIT 10.3 LEAK-OUT AGREEMENT February 3, 2023 This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Reference is hereby made to (a) the Securities Purchase Agreement, dated, Fe |
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| February 7, 2023 |
EXHIBIT 10.1 PLACEMENT AGENCY AGREEMENT February 3, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $15,599,998.80 of registered securities of the Company, cons |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi |
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| February 7, 2023 |
Form of Pre-Funded Common Stock Purchase Warrant, dated February 3, 2023. EXHIBIT 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [ • ] Initial Exercise Date: February 7, 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a |
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| February 7, 2023 |
Tenax Therapeutics Announces Pricing of Approximately $15.6 Million Public Offering EXHIBIT 99.1 Tenax Therapeutics Announces Pricing of Approximately $15.6 Million Public Offering CHAPEL HILL, NC, February 03, 2023 — Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, announced today the pricing of a public offer |
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| February 7, 2023 |
EXHIBIT 4.1 TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of February 7, 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of February 7, 2023 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”). WITNESSE |
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| February 6, 2023 |
PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-269363 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying Pre-Funded Warrants Tenax Therapeutics, Inc. This is |
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| February 2, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Tenax Therapeutics, Inc. |
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| February 2, 2023 |
As filed with the U.S. Securities and Exchange Commission on February 2, 2023 As filed with the U.S. Securities and Exchange Commission on February 2, 2023 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of incorporation or organization) |
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| February 1, 2023 |
TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 CORRESP 1 filename1.htm TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 February 1, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Division of Corporation Finance Office of Life Sciences Re: Acceleration Request Tenax Therapeutics, Inc. Registration St |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi |
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| February 1, 2023 |
EXHIBIT 99.1 Tenax Granted Notice of Allowance for U.S. Patent Application Covering Use of IV Levosimendan in Pulmonary Hypertension with Heart Failure and Preserved Ejection Fraction (PH-HFpEF) · Patent is expected to provide additional intellectual property protection until 2040 · Prevalence estimates indicate that PH-HFpEF affects over 1.5 million patients in the U.S. · There are currently no F |
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| January 31, 2023 |
Form of Warrant Agency Agreement. EXHIBIT 4.17 TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of [•], 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [•], 2023 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”). WITNESSETH WHEREAS, p |
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| January 31, 2023 |
EXHIBIT 1.1 PLACEMENT AGENCY AGREEMENT [•], 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[•] of registered securities of the Company, consisting of [•] shar |
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| January 31, 2023 |
EXHIBIT 4.19 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: [•] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date |
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| January 31, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Tenax Therapeutics, Inc. |
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| January 31, 2023 |
EXHIBIT 10.30 LEAK-OUT AGREEMENT [•], 2023 This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Reference is hereby made to (a) the Securities Purchase Agreement, dated, [•] 2023 |
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| January 31, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 31, 2023 As filed with the U.S. Securities and Exchange Commission on January 31, 2023 Registration No. 333-269363 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of in |
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| January 31, 2023 |
Form of Securities Purchase Agreement. EXHIBIT 10.29 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2023, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se |
