Full Press Release Details
Tenax Therapeutics Announces $8.0 Million Registered Direct and
Priced At-the-Market Under Nasdaq Rules
Morrisville, NC, July 6, 2020 Tenax Therapeutics, Inc.
(Nasdaq: TENX) ( Tenax or the Company ),
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 2,523,611 shares of its common stock at a
purchase price of $1.02780 per share and pre-funded warrants to
purchase up to 652,313 shares of common stock, at a purchase price
of $1.02770 per pre-funded warrant (which represents the per share
offering price for the common stock less the $0.0001, the exercise
price of each pre-funded warrant), in a registered direct offering
priced at-the-market under Nasdaq rules. Additionally, in a
concurrent private placement, Tenax has also agreed to issue to the
investor pre-funded warrants to purchase up to 4,607,692 shares of
common stock, at the same purchase price as in the registered
direct offering, as well as unregistered warrants to purchase up to
an aggregate of 7,783,616 shares of common stock. The aggregate
gross proceeds to the Company of both offerings is expected to be
approximately $8.0 million. As part of the offerings and subject to
Nasdaq rules, the investor will have the right to designate two
directors to the Company's Board of Directors. The offerings
are expected to close on or about July 8, 2020, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offerings.
The unregistered warrants will have an exercise price $0.903 per
share and exercise period commencing immediately upon issuance date
and a term of five and one-half (5.5) years.
Tenax currently intends to use the net proceeds from the offerings
to further its clinical trials of levosimendan, for research and
development and general corporate purposes, including working
capital and potential acquisitions.
The shares of common stock and pre-funded warrants offered in the
registered direct offering (including the shares of common stock
underlying the pre-funded warrants) are being offered and sold by
Tenax pursuant to a shelf registration statement on
Form S-3 (Registration No. 333-2244951), including a base
prospectus, previously filed with and declared effective by the
Securities and Exchange Commission (SEC) on May 23, 2018. The
offering of the shares of common stock and the pre-funded warrants
to be issued in the registered direct offering are being made only
by means of a prospectus supplement that forms a part of the
registration statement. A final prospectus supplement and an
accompanying base prospectus relating to the registered direct
offering will be filed with the SEC and will be available on the
SEC's website located at http://www.sec.gov.
Electronic copies of the prospectus supplement and accompanying
base prospectus may also be obtained from H.C. Wainwright &
Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by
phone at 646-975-6996 or e-mail at
The unregistered pre-funded warrants and unregistered warrants
described above were offered in a private placement under Section
4(a)(2) of the Securities Act of 1933, as amended (the
Act ), and Regulation D promulgated thereunder and,
along with the shares of common stock underlying the pre-funded
warrants and the warrants, have not been registered under the Act,
or applicable state securities laws. Accordingly, the pre-funded
warrants, warrants and underlying shares of common stock may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
About Tenax Therapeutics
Tenax Therapeutics, Inc., is a specialty pharmaceutical company
focused on identifying, developing, and commercializing products
that address cardiovascular and pulmonary diseases with high unmet
medical need. The Company has a world-class scientific advisory
team including recognized global experts in pulmonary hypertension.
The Company owns North American rights to develop and commercialize
levosimendan and has recently released topline data regarding their
Phase 2 clinical trial for the use of levosimendan in the treatment
of Pulmonary Hypertension associated with Heart Failure and
preserved Ejection Fraction (PH-HFpEF). For more information, visit
Caution Regarding Forward-Looking Statements
This news release contains certain forward-looking statements by
the Company that involve risks and uncertainties and reflect the
Company's judgment as of the date of this release. The
forward-looking statements are subject to a number of risks and
uncertainties, including, but not limited to market and other
conditions, the completion of the offerings, the satisfaction of
customary closing conditions related to the offerings and the
intended use of net proceeds from the offerings, as well as matters
beyond the Company's control that could lead to delays in the
clinical study, new product introductions and customer acceptance
of these new products; matters beyond the Company's control
that could impact the Company's continued compliance with
Nasdaq listing requirements; the impact of management changes on
the Company's business and unanticipated charges, costs and
expenditures not currently contemplated that may occur as a result
of management changes; and other risks and uncertainties as
described in the Company's filings with the Securities and