Full Press Release Details
Tenax Therapeutics Announces CEO Transition and
$10 Million PIPE Offering
Priced At-the-Market under Nasdaq Rules
Anthony DiTonno Retires from
Tenax; Christopher Giordano Appointed as CEO
Morrisville, NC, July 7, 2021 Tenax Therapeutics,
Inc. (Nasdaq: TENX), a specialty pharmaceutical company that
address cardiovascular and pulmonary diseases with high unmet
medical need, today announced a CEO transition in connection with
the retirement of its current CEO:
2021, Mr. Anthony A. DiTonno will retire as Chief Executive Officer
and Director of the Company, following a successful decade of
service with the Company.
appointed Mr. Christopher T. Giordano to serve as Chief Executive
Officer and a Director of the Company, effective July 14, 2021.
From July 6, 2021 through July 14, 2021, Mr. Giordano will serve as
an employee of the Company to assist with the smooth transition of
Mr. DiTonno's duties.
The Company also announced that it has entered into a definitive
agreement with a single healthcare-focused institutional investor
for the issuance and sale of 4,773,269 Units at a purchase price of
$2.095 per Unit. Each Unit consists of one unregistered pre-funded
warrant to purchase one share of common stock, par value $0.0001
and one unregistered warrant to purchase one share of common stock.
In the aggregate, 9,546,538 shares of the Company's
common stock are underlying the warrants.
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 $1.97 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 $10 million. The offering is expected
to close on or about July 8, 2021, subject to the satisfaction of
customary closing conditions.
Proehl, Chairman of the Board of Directors for the Company, said:
"We thank Tony for his dedicated service and many contributions to
Tenax and wish him the best in his well-deserved retirement from
executive management. While we will miss Tony's services and
involvement in our Company, this transition will not affect
Tenax's focus or direction. We are looking forward to having
Chris contribute his extensive experience with bringing
pharmaceutical products to market as Tenax's new leader, and
to continuing to enhance shareholder value through the development
and approval of our products for use by patients suffering from
cardiovascular and pulmonologic diseases, which is further
supported by the financing we are announcing
Giordano, age 47, brings more than 20 years of experience in the
clinical research industry. He most recently served as President of
IQVIA Biotech and IQVIA MedTech (formerly Novella Clinical), where
he led an executive team that executed a clinical trial portfolio
that grew from 250 to 400 active projects during his three years of
leadership from March 2018 through his departure in April 2021 and
saw double-digit annual growth in sales each year of his tenure.
Mr. Giordano has been involved in the pharmaceutical development
industry since 1998. In January 2001, he joined PPD, another global
clinical research organization, in a sales role. Over the next
seven years, he grew into increasing operational responsibility,
and in August 2008 transitioned to Quintiles as a Vice President,
where he oversaw all consulting, regulatory, commercial, and
clinical development services (including early-phase pharmacology
through phase IV registry and safety studies) offered to his
clients in the oncology, auto-immune, CNS, cardiovascular, and
renal disease areas. He served in roles of increasing
responsibility at Quintiles, being appointed Global Vice President
of the cardiovascular, renal, and metabolic group in February 2016,
a position he held until his appointment as President of IQVIA
Biotech and IQVIA MedTech.
Certain Securities and Nasdaq Disclosures
The Units 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 Units have not
been registered under the Act, or applicable state securities laws.
Accordingly, the Units 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
connection with his appointment, on July 6, 2021, Mr. Giordano was
awarded options to purchase
350,000 shares of the Company's common stock under two separate
awards. These awards were made in accordance with the employment
inducement award exemption provided by NASDAQ Rule 5635(c)(4) and
were therefore not awarded under the Company's stockholder approved
equity plan. Under one award, 250,000 shares will vest over a four
year period, with one-quarter vesting per year, beginning one year
from the grant date. Under the second award, 100,000 shares will
vest upon the achievement of certain performance metrics related to
the clinical trials of the Company. The options have a 10-year term
and will have an exercise price equal to $1.97 per
About Tenax Therapeutics
Therapeutics, Inc., is a specialty pharmaceutical company focused
on identifying, developing, and commercializing products that
address cardiovascular and pulmonary diseases with high unmet