Tenax Therapeutics (TENX) Announces $8 Million PIPE Offering Priced At-the-Market under Nasdaq Rules

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, today announced that it has entered into a definitive agreement with a single healthcare-focused institutional investor for the issuance and sale of 10,596,027 Units at a purchase price of $0.755 per Unit. Each Unit consists of one unregistered pre-funded warrant to purchase one share of the Company’s common stock, par value $0.0001, and one unregistered warrant to purchase one share of the Company’s common stock. In the aggregate, 21,192,054 shares of the Company’s common stock are underlying the warrants. The offering is expected to close on or about May 19, 2022, subject to the satisfaction of customary closing conditions.

The unregistered pre-funded warrants have an exercise price of $0.0001 per share of common stock, are immediately exercisable, and may be exercised at any time until exercised in full. The unregistered warrants have an exercise price of $0.63 per share of common stock, are immediately exercisable, and will expire five and one-half years from the date of issuance.

The aggregate gross proceeds to the Company of the offering are expected to be approximately $8 million. Tenax expects to use the proceeds from this offering to further its clinical trials of levosimendan and imatinib, for research and development and for general corporate purposes, including working capital.

In connection with the offering, the Company also amended certain warrants to purchase an aggregate of 9,206,120 shares of common stock of the Company that were previously issued in July 2021, March 2020 and December 2018 to the investor participating in this offering in order to reduce the exercise price of the warrants to $0.63 per share and to extend the term of the warrants by two years. Additionally, certain other warrants to purchase an aggregate of 7,783,616 shares of common stock of the Company that were previously issued to the investor in July 2020 were amended to extend the term of those warrants by two years.

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