Form SC 13D/A TENAX THERAPEUTICS, INC. Filed by: Doogan Declan
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
88032L209
(CUSIP Number)
Declan Doogan
16 Hammock Beach Court
Palm Coast, Florida 32137
(860) 501-2121
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 11, 2022
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 88032L209 |
|
| 1 | NAME OF REPORTING PERSONS
Declan Doogan | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY
| |||
| 4 | SOURCE OF FUNDS
OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
3,637,871(1) | ||
| 8 | SHARED VOTING POWER
0 | |||
| 9 | SOLE DISPOSITIVE POWER
3,637,871(1) | |||
| 10 | SHARED DISPOSITIVE POWER
0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,637,871(1) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4% (2) | |||
| 14 | TYPE OF REPORTING PERSON
IN | |||
________________
1 Includes 567,871 shares of common stock, $0.0001 par value per share (the "Common Stock") of Tenax Therapeutics, Inc., a Delaware corporation (the “Issuer”). These shares were previously held in a grantor retained annuity trust (“GRAT”), the reporting person’s wife was the trustee, but were distributed to the reporting person upon termination of the GRAT.
2 This percentage is based on 25,206,914 shares of Common Stock of the Issuer outstanding as of August 8, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2022.
| 2 |
| CUSIP No. | 88032L209 |
|
SCHEDULE 13D
This Amendment No. 2 to the Schedule 13D (the “Schedule 13D/A”) amends the statement on Schedule 13D filed with the SEC on June 22, 2021, and as further amended and filed with the SEC on August 24, 2021, by the Reporting Person and relates to the Common Stock of the Issuer. Capitalized terms used but not defined in this Schedule 13D/A shall have the meanings set forth in the Schedule 13D (as defined below). Except as expressly amended below, the Schedule 13D, filed with the SEC on June 22, 2021, and as further amended and filed with the SEC on August 24, 2021 (the “Schedule 13D”), remains in effect.
Item 3. Source and Amount of Funds or Other Consideration
On August 11, 2022, 567,871 shares of Common Stock held in a GRAT, of which the Reporting Person’s wife was trustee, were distributed to the Reporting Person upon termination of the GRAT.
Item 4. Purpose of Transaction
Dr. Doogan has acquired, and holds, the shares of Common Stock reported herein for investment purposes. He may acquire additional shares of Common Stock depending on market conditions and the business performance of the Issuer, but does not currently plan to purchase a number of additional shares of Common Stock that would result in a substantial change in his beneficial ownership or his ability to influence control of the Issuer.
On August 11, 2022, 567,871 shares of Common Stock held in a GRAT, of which the Reporting Person’s wife was trustee, were distributed to the Reporting Person upon termination of the GRAT.
Other than as described above, and except that Dr. Doogan may, from time to time or at any time, subject to market conditions and other factors, purchase additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, sell at any time all or a portion of the shares of Common Stock now owned or hereafter acquired by him to one or more purchasers, or transfer or contribute shares of Common Stock to trusts for estate planning purposes, Dr. Doogan does not have any present plans which relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person.
(b) See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) Each of the required transactions described in this Item 5(a) was reported on a Form 4 filed by Dr. Doogan with the SEC pursuant to Section 16 of the Act and available on the SEC’s website at www.sec.gov. The information reported in such filings is expressly incorporated herein.
| 3 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: August 12, 2022 |
| /s/ Declan Doogan, M.D. |
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| Declan Doogan, M.D. |
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