Form 4 TENAX THERAPEUTICS, INC. For: May 18 Filed by: ARMISTICE CAPITAL, LLC

May 19, 2022 9:25 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
ARMISTICE CAPITAL, LLC

(Last) (First) (Middle)
510 MADISON AVENUE, 7TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TENAX THERAPEUTICS, INC. [ TENX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $ 1.97 05/18/2022   D (1)     4,773,269 07/08/2021 (2) 01/08/2027 Common Stock 4,773,269 (1) 0 I See footnote (3)
Warrant (right to buy) $ 0.63 05/18/2022   A (1)   4,773,269   07/08/2021 (2) 01/08/2029 Common Stock 4,773,269 (1) 4,773,269 I See footnote (3)
Series B Common Stock Purchase Warrants $ 0.903 05/18/2022   D (1)     3,175,924 07/08/2020 (4) 01/08/2026 Common Stock 3,175,924 (1) 0 I See footnote (3)
Series B Common Stock Purchase Warrants $ 0.903 05/18/2022   A (1)   3,175,924   07/08/2020 (4) 01/08/2028 Common Stock 3,175,924 (1) 3,175,924 I See footnote (3)
Series C Common Stock Purchase Warrants $ 0.903 05/18/2022   D (1)     4,607,692 07/08/2020 (4) 01/08/2026 Common Stock 4,607,692 (1) 0 I See footnote (3)
Series C Common Stock Purchase Warrants $ 0.903 05/18/2022   A (1)   4,607,692   07/08/2020 (4) 01/08/2028 Common Stock 4,607,692 (1) 4,607,692 I See footnote (3)
Common Stock Purchase Warrants $ 1.04 05/18/2022   D (1)     2,360,313 03/13/2020 (2) 09/15/2025 Common Stock 2,360,313 (1) 0 I See footnote (3)
Common Stock Purchase Warrants $ 0.63 05/18/2022   A (1)   2,360,313   03/13/2020 (2) 09/15/2027 Common Stock 2,360,313 (1) 2,360,313 I See footnote (3)
Common Stock Purchase Warrants $ 1.93 05/18/2022   D (1)     2,072,538 12/11/2018 (2) 12/11/2020 Common Stock 2,072,538 (1) 0 I See footnote (3)
Common Stock Purchase Warrants $ 0.63 05/18/2022   A (1)   2,072,538   12/11/2018 (2) 12/11/2025 Common Stock 2,072,538 (1) 2,072,538 I See footnote (3)
Pre-Funded Common Stock Purchase Warrants $ 0.0001 05/18/2022   A (5) (6)   10,596,027     (5) (6)   (5) (6) Common Stock 10,596,027 (5) (6) 10,596,027 I See footnote (3)
Series C Common Stock Purchase Warrants $ 0.63 05/18/2022   A (5) (6)   10,596,027     (5) (6)   (5) (6) Common Stock 10,596,027 (5) (6) 10,596,027 I See footnote (3)
Explanation of Responses:
1. On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
2. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise.
3. The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
4. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 19.99% beneficial owner of the Shares following such exercise.
5. The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.
6. (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.
Remarks:
Each of the Master Fund and Armistice Capital may be deemed a director by deputization of the Issuer by virtue of the fact that Steven Boyd, a representative of the Master Fund and Armistice Capital, currently serves on the Issuer's board of directors.
ARMISTICE CAPITAL, LLC, Name: /s/ Steven Boyd, Title: Managing Member 05/19/2022
** Signature of Reporting Person Date
ARMISTICE CAPITAL MASTER FUND LTD, Name: /s/ Steven Boyd, Title: Director 05/19/2022
** Signature of Reporting Person Date
STEVEN BOYD, Name: /s/ Steven Boyd 05/19/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                   Exhibit 99.1

                       Form 4 Joint Filer Information


Name:                                  Armistice Capital Master Fund, Ltd.

Address:                               510 Madison Avenue
                                       7th Floor
                                       New York, NY 10022

Date of Event Requiring Statement:     05/18/2022


Name:                                  Steven Boyd

Address:                               510 Madison Avenue
                                       7th Floor
                                       New York, NY 10022

Date of Event Requiring Statement:     05/18/2022


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