SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Tenax Therapeutics, Inc. – ‘POS AM’ on 4/11/24

On:  Thursday, 4/11/24, at 4:59pm ET   ·   Accession #:  1654954-24-4524   ·   File #:  333-275856

Previous ‘POS AM’:  ‘POS AM’ on 4/11/24   ·   Latest ‘POS AM’:  This Filing   ·   44 References:   To:  Tenax Therapeutics, Inc. – ‘10-K’ on 3/28/24 for 12/31/23 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 2/20/24 for 2/19/24 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 2/12/24 for 2/8/24 To:  Tenax Therapeutics, Inc. – ‘S-1/A’ on 2/2/24 To:  Tenax Therapeutics, Inc. – ‘S-1/A’ on 2/1/24 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 1/5/24 for 12/29/23 To:  Tenax Therapeutics, Inc. – ‘S-1’ on 12/1/23 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 8/15/23 for 8/9/23 To:  Tenax Therapeutics, Inc. – ‘10-K’ on 3/31/23 for 12/31/22 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 2/10/23 for 2/7/23 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 2/7/23 for 2/3/23 To:  Tenax Therapeutics, Inc. – ‘8-K’ on / for 1/4/23 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 6/16/22 for 6/10/22 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 6/10/22 for 6/9/22 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 5/20/22 for 5/17/22 To:  Tenax Therapeutics, Inc. – ‘10-K’ on 3/29/22 for 12/31/21 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 1/28/22 for 1/25/22 To:  Cingulate Inc. – ‘8-A12B’ on 12/3/21 To:  Tenax Therapeutics, Inc. – ‘10-Q’ on 8/16/21 for 6/30/21 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 7/8/21 for 7/6/21 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 1/19/21 for 1/15/21 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 10/15/20 for 10/9/20 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 7/8/20 for 7/6/20 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 3/13/20 for 3/11/20 To:  Tenax Therapeutics, Inc. – ‘10-Q’ on 8/14/19 for 6/30/19 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 12/11/18 for 12/7/18 To:  Tenax Therapeutics, Inc. – ‘10-Q’ on 8/14/18 for 6/30/18 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 2/23/18 for 2/22/18 To:  Tenax Therapeutics, Inc. – ‘10-K’ on 3/16/17 for 12/31/16 To:  Tenax Therapeutics, Inc. – ‘10-Q’ on 8/9/16 for 6/30/16 To:  Tenax Therapeutics, Inc. – ‘10-KT’ on 3/14/16 for 12/31/15 To:  Tenax Therapeutics, Inc. – ‘10-Q’ on 9/9/15 for 7/31/15 To:  Tenax Therapeutics, Inc. – ‘10-Q’ on 12/15/14 for 10/31/14 To:  Tenax Therapeutics, Inc. – ‘10-K’ on 7/29/14 for 4/30/14 To:  Tenax Therapeutics, Inc. – ‘10-Q’ on 3/17/14 for 1/31/14 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 10/25/13 for 10/21/13 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 5/15/13 for 5/10/13 To:  Tenax Therapeutics, Inc. – ‘10-K’ on 7/15/11 for 4/30/11 To:  Tenax Therapeutics, Inc. – ‘10-Q’ on 3/21/11 for 1/31/11 To:  Tenax Therapeutics, Inc. – ‘10-K’ on 7/23/10 for 4/30/10 To:  Tenax Therapeutics, Inc. – ‘8-K’ on 11/13/09 for 11/9/09 To:  Tenax Therapeutics, Inc. – ‘10-K’ on 8/13/08 for 4/30/08 To:  Tenax Therapeutics, Inc. – ‘8-K’ on / for 6/30/08 To:  Tenax Therapeutics, Inc. – ‘10-K’ on 8/13/04 for 4/30/04 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/11/24  Tenax Therapeutics, Inc.          POS AM                 2:379K                                   Blueprint/FA

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment of a Registration          HTML    362K 
                Statement                                                        
 2: EX-23.1     Consent of Expert or Counsel                        HTML      4K 

As filed with the U.S. Securities and Exchange Commission on April 11, 2024

Registration No. 333-275856 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S-1/A

Amendment No. 2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Tenax Therapeutics, Inc.

101 Glen Lennox Drive, Suite 300

Chapel Hill, North Carolina 27517 

(919) 855-2100 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher T. Giordano

President and Chief Executive Officer

101 Glen Lennox Drive, Suite 300

Chapel Hill, North Carolina 27517

(919) 855-2100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Donald R. Reynolds

S. Halle Vakani

Lorna A. Knick

Wyrick Robbins Yates & Ponton LLP

4101 Lake Boone Trail, Suite 300

Raleigh, NC 27607

Telephone: (919) 781-4000 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Tenax Therapeutics, Inc. (the “Company”) previously filed a registration statement with the Securities and Exchange Commission (the “SEC”) on Form S-1/A (Registration No. 333-275856), which was declared effective by the SEC on February 7, 2024 (the “Registration Statement”). The Registration Statement, as amended by this Post-Effective Amendment No. 1 (this “Amendment”), pertains solely to the issuance by the Company of the remaining 3,200,000 shares of common stock, $0.0001 par value per share, underlying warrants (collectively, the “Warrants”) previously issued by the Company to investors in a registered public offering. The shares of common stock issuable upon exercise of the Warrants were initially registered on the Registration Statement. No additional securities are being registered under this Amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

The Company is filing this Amendment to (i) update the contents of the prospectus contained in the Registration Statement pursuant to Section 10(a)(3) of the Securities Act in respect of the continuous offering pursuant to Rule 415 of the shares of common stock described above, (ii) incorporate by reference the Registrant’s reports filed by the Registrant pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act Reports”), and (iii) to provide for forward incorporation by reference into this Registration Statement of Exchange Act Reports filed after the effective date of this of this Amendment, as permitted for smaller reporting companies (as defined in Rule 405 under the Securities Act) pursuant to Item 12(b) of Form S-1.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

3,200,000 Shares of Common Stock Underlying Previously Issued Warrants

 Tenax Therapeutics, Inc.

This prospectus relates to the offer and sale by Tenax Therapeutics, Inc. of up to 3,200,000 shares of our common stock underlying warrants previously issued by us to investors in a registered public offering that are issuable at an exercise price of $5.65 per share. We are not selling any shares of our common stock in this offering other than pursuant to the exercise of outstanding warrants. We will receive proceeds of up to approximately $18.1 million from the cash exercise of such warrants, if all of the currently outstanding warrants are exercised.

Our common stock is listed on the Nasdaq Capital Market under the symbol “TENX.” On April 9, 2024, the last reported sale price of our common stock on the Nasdaq Capital Market was $3.9201 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus to read about factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense.

 The date of this prospectus is           , 2024

TABLE OF CONTENTS 

ABOUT THIS PROSPECTUS

The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the U.S. Securities and Exchange Commission (the “SEC”), includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we, nor the placement agent or any financial advisor engaged by us in connection with this offering, have authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus.

You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

For investors outside the United States: Neither we, nor any placement agent or financial advisor engaged by us in connection with this offering, have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date, for example, a document incorporated by reference in this prospectus or any prospectus supplement, the statement in the document having the later date modifies or supersedes the earlier statement.

Neither we nor the placement agent have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

When used herein, unless the context requires otherwise, references to “Tenax,” “Tenax Therapeutics,” the “Company,” “we,” “our” and “us” refer to Tenax Therapeutics, Inc., a Delaware corporation.

Unless otherwise indicated, all information in this prospectus reflects or assumes no exercises of any outstanding stock options or warrants. 

RISK FACTORS

An investment in any securities offered pursuant to this prospectus and any applicable prospectus supplement is speculative and involves a high degree of risk. You should carefully consider the risks described below, as well as the other information contained in this prospectus or incorporated by reference herein, including our financial statements and the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the risk factors and other information contained in any applicable prospectus supplement or as updated by our subsequent filings under the Exchange Act, before deciding whether to invest in our securities. If any of the risks actually occur, our business, results of operations, financial condition, and prospects could be materially adversely affected, the trading price of our Common Stock could decline significantly, and you might lose all or part of your investment.

Risks Related to the Offering

Our independent registered public accounting firm’s report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

As a result of our historical operating losses and expected future negative cash flows from operations, we have concluded that there is substantial doubt about our ability to continue as a going concern. Similarly, the report of our independent registered public accounting firm on our consolidated financial statements, which is included elsewhere in this prospectus, includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Substantial doubt about our ability to continue as a going concern may materially and adversely affect the price per share of our Common Stock and make it more difficult to obtain financing. Our consolidated financial statements for the fiscal year ended December 31, 2023 have been prepared assuming we will continue as a going concern and do not include any adjustments that might result from uncertainty about our ability to continue as a going concern.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to those of existing stockholders. The price per share at which we sell shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. Sales of substantial numbers of such shares in the public market could adversely affect the market price of such shares.

We may not receive any proceeds from the exercise of the Warrants if they are not exercised.

The exercise price of the Warrants is $5.65 per share of common stock. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is highly dependent upon the trading price of our common stock, the last reported price for which was $3. 9201 per share on April 9, 2024. If the trading price for our common stock is less than the exercise price of the Warrants, we believe holders of the Warrants will be unlikely to exercise their Warrants.

Our share price has been volatile, and may continue to be volatile, which may subject us to securities class action litigation in the future.

Our stock price has in the past been, and is likely to be in the future, volatile. The stock market in general, and the market for biopharmaceutical companies in particular, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, our existing stockholders may not be able to sell their stock at a favorable price. The market price for our Common Stock may be influenced by many factors, including:

Some companies that have had volatile market prices for their securities have had securities class action lawsuits filed against them. Such lawsuits, should they be filed against us in the future, could result in substantial costs and a diversion of management’s attention and resources. This could have a material adverse effect on our business, results of operations and financial condition.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains various forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which represent our expectations or beliefs concerning future events. Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, and/or which include words such as “believes,” “plans,” “intends,” “anticipates,” “estimates,” “expects,” “may,” “will” or similar expressions. In addition, any statements concerning future financial performance, ongoing strategies or prospects, and possible future actions, including any potential strategic transaction involving us, which may be provided by our management, are also forward-looking statements. These statements are not guarantees of future performance, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Forward-looking statements are based on current expectations and projections about future events, actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. You should understand that the following important factors, in addition to those discussed in under the heading “Risk Factors” included elsewhere in this prospectus and in any of our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act incorporated herein by reference, could affect our stock price or future results and could cause those results to differ materially from those expressed in such forward-looking statements:

The forward-looking statements in this prospectus represent our views as of the date such statements are made. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date such statements are made.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made based on such data and other similar sources and on our knowledge of the markets for our products. These data sources involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.

We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. 

USE OF PROCEEDS

Assuming the exercise of all 3,200,000 shares of common stock pursuant to the Warrants, we will receive an aggregate of approximately $18.1 million. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants. The exercise price of the Warrants is $5.65 per share of common stock. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is highly dependent upon the trading price of our common stock, the last reported price for which was $3. 9201 per share on April 9, 2024. If the trading price for our common stock is less than the exercise price of the Warrants, we believe holders of the Warrants will be unlikely to exercise their Warrants.

We intend to use the net proceeds, if any, from the sale of the common stock underlying the Warrants to initiate additional research sites and advance the enrollment and treatment of patients in the LEVEL trial, as well as working capital, capital expenditures, and other general corporate purposes.

Our expected use of net proceeds from this offering represents our intentions based on our present plans and business conditions, which could change as our plans and business conditions evolve. The amount and timing of our actual expenditures will depend on numerous factors, including the timing and success of clinical studies or clinical studies we may commence in the future, the timing of regulatory submissions and the feedback from regulatory authorities. As a result, our management will have broad discretion over the use of the net proceeds from this offering.

MARKET FOR COMMON STOCK AND DIVIDEND POLICY

Market Information and Number of Stockholders

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “TENX.” The last reported closing price for our Common Stock on Nasdaq on April 9, 2024 was $3. 9201 per share.

Based upon information furnished by our transfer agent, as of March 22, 2024, there were approximately 1,337 holders of record of our Common Stock.

Dividend Policy

We have never declared or paid any cash dividends on shares of our Common Stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors. Accordingly, investors must rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

DESCRIPTION OF SECURITIES

The following descriptions of our Common Stock and Warrants and certain provisions of our Charter, our Bylaws and Delaware law are summaries. You should also refer to our Charter and our Bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.

Authorized Capital Stock

We are authorized to issue 410,000,000 shares of our capital stock consisting of (a) 400,000,000 shares of Common Stock, par value $0.0001 per share, (b) 4,818,654 shares of undesignated “blank check” preferred stock, par value $0.0001 per share, and (c) 5,181,346 shares of Series A Preferred Stock, par value $0.0001 per share. As of March 20, 2024, 1,958,245 shares of our Common Stock were issued and outstanding, 210 shares of our Series A Preferred Stock were issued and outstanding, and there were 1,825 shares of Common Stock underlying warrants outstanding, as retrospectively adjusted to reflect our 1-for-20 Prior Reverse Stock Split made effective on January 4, 2023 and our 1-for-80 Reverse Stock Split made effective on January 2, 2024.

Common Stock

Our Common Stock is traded on Nasdaq under the symbol “TENX”. The transfer agent and registrar for our Common Stock is Direct Transfer LLC. The transfer agent’s address is 1 Glenwood Ave Suite 1001, Raleigh, NC 27603 and its telephone number is (919) 481-4000. 

Our Charter authorizes the issuance of 400,000,000 shares of Common Stock.

Our authorized but unissued shares of Common Stock are available for issuance without further action by our stockholders unless such action is required by applicable law or the rules of any securities exchange or automated quotation system on which our securities may be listed or traded. Holders of our Common Stock are entitled to the following rights.

Warrants

The following summary of certain terms and provisions of the Warrants offered hereby is subject to the form of Warrant, which was filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the form of Warrant.

PLAN OF DISTRIBUTION

We are registering the issuance by us of an aggregate of up to 3,200,000 shares of common stock issuable upon exercise of outstanding Warrants with a per share exercise price of $5.65, subject to further customary adjustment. We will receive proceeds upon exercise of Warrants. Pursuant to the terms of the Warrants, the shares of common stock will be distributed to those holders who deliver a duly executed notice and payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. Upon receipt of proper notice by any of the holders of the Warrants that such holder desires to exercise a Warrant, we will, within the time allotted by the agreement governing the Warrant, issue instructions to our transfer agent to issue to the holder shares of common stock, free of a restrictive legend. Shares of common stock issued to affiliates upon exercise of the Warrants will be issued free of legend but will be deemed control securities. A holder does not have the right to exercise any portion of a Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or at the holder’s election, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days’ prior notice from the holder to us.  

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be passed upon for us by Wyrick Robbins Yates & Ponton LLP of Raleigh, North Carolina.

EXPERTS

The historical consolidated financial statements of our Company as of December 31, 2023 and 2022 and for each of the two years in the period ended December 31, 2023 included in this prospectus and in the registration statement have been so included in reliance on the report of Cherry Bekaert LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The report contains an explanatory paragraph regarding our ability to continue as a going concern.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus constitutes a part of a registration statement on Form S-1 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information that is included in the registration statement. You will find additional information about us in the registration statement and its exhibits.

We are subject to the informational requirements of the Exchange Act and in accordance therewith we file annual, quarterly, and other reports, proxy statements and other information with the Commission under the Exchange Act. Such reports, proxy statements and other information, including the Registration Statement, and exhibits and schedules thereto, are available to the public through the Commission’s website at www.sec.gov.

We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the SEC. The registration statement and the documents referred to under “Incorporation of Certain Information by Reference” are also available on our website at www.tenaxtera.com.However, the information contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part, and investors should not rely on such information in making a decision to purchase our securities in this offering.

INCORPORATION OF DOCUMENTS BY REFERENCE

We have elected to incorporate by reference certain information in this prospectus pursuant to General Instruction VII of Form S-1. We have previously filed the following documents with the SEC and are incorporating them by reference into this prospectus, except for information furnished under Item 2.02 or Item 7.01 of Form 8-K, and any exhibits relating to such information, which is neither deemed filed nor incorporated by reference herein:

As a smaller reporting company, we also are incorporating by reference any future information filed (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K)  by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of the initial filing of the registration statement of which this prospectus is a part and before the effective date of the registration statement and after the date of this prospectus until the termination of the offering.

Any statements contained in a previously filed document incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.

We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by reference in this prospectus, but not delivered with the prospectus. Requests for such copies should be sent to us at the following address:

Tenax Therapeutics, Inc.

101 Glen Lennox Drive, Suite 300

Chapel Hill, NC 27517

(919) 855-2100

info@tenaxthera.com

3,200,000 Shares of Common Stock underlying Warrants

TENAX THERAPEUTICS, INC.

PROSPECTUS

The date of this prospectus is                   , 2024

PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth an estimate of the fees and expenses relating to the issuance and distribution of the securities being registered hereby, all of which shall be borne by the registrant. All of such fees and expenses, except for the Securities and Exchange Commission (“SEC”) registration and the FINRA filing fee, are estimated:

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful. In the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

Our Certificate of Incorporation, as amended (the “Charter”), and our Fourth Amended and Restated Bylaws (the “Bylaws”), provide that our directors and officers will be indemnified by us to the fullest extent authorized by the DGCL. In addition, our Charter provides, as permitted by Section 102(b)(7) of DGCL, that our directors will not be liable for monetary damages to us for breaches of their fiduciary duty as directors, unless they (i) violated their duty of loyalty to us or our stockholders, (ii) acted, or failed to act, in good faith, (iii) acted with intentional misconduct, (iv) knowingly or intentionally violated the law, (v) authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or (vi) derived an improper personal benefit from their actions as directors.

Our Bylaws also permit us to secure insurance on behalf of any officer, director, employee, or agent for any liability arising out of his or her actions, regardless of whether DGCL would permit indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers.

In addition, we have also entered into an indemnification agreement with certain of our directors and officers. The indemnification agreements require us to indemnify and hold harmless and advance expenses to each indemnitee in respect of acts or omissions occurring prior to the time the indemnitee ceases to be an officer and/or director of the Company to the fullest extent permitted by applicable law. The rights provided in the indemnification agreements are in addition to the rights provided in our Charter, Bylaws, and the DGCL.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our Charter, our Bylaws, or any agreement, vote of stockholders or disinterested directors or otherwise.

We maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

See “Item 17. Undertakings” for a description of the SEC’s position regarding such indemnification provisions.

We entered into a placement agent agreement that provides that we are to indemnify the placement agent under certain circumstances and the underwriters are obligated, under certain circumstances, to indemnify our directors, officers and controlling persons against specified liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Item 15. Recent Sales of Unregistered Securities

The following is a summary of all of our securities sold by us within the past three years which were not registered under the Securities Act, as retrospectively adjusted to reflect our 1-for-20 prior reverse stock split made effective on January 4, 2023 and our 1-for-80 reverse stock split made effective on January 2, 2024:

May 2022 Private Placement (the “May 2022 Offering”)

On May 17, 2022, we entered into a securities purchase agreement with an institutional investor, a related party, pursuant to which we agreed to sell and issue to the investor 6,623 units in a private placement at a purchase price of $1,240 per unit. Each unit consisted of (i) one unregistered pre-funded warrant to purchase one share of our common stock, par value $0.0001 per share (“Common Stock”) and (ii) one unregistered warrant to purchase one share of Common Stock, at an exercise price of $1,008 per share with a term of five and a half years (together with the pre-funded warrants, the “2022 Warrants”). The net proceeds from the May 2022 Offering, after direct offering expenses, were approximately $7.9 million.

The May 2022 Offering was pursuant to Section 4(a)(2) of the Securities Act.

Additionally, in connection with the May 2022 Offering, we entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the investor, in consideration for the investor’s purchase of units in the May 2022 Offering, pursuant to which we agreed to amend certain previously issued warrants held by the investor. 

July 2021 Private Placement (the “July 2021 Offering”)

On July 6, 2021, we entered into a securities purchase agreement with an institutional investor, a related party, pursuant to which we agreed to sell and issue to the investor 2,984 units in a private placement at a purchase price of $3,352 per unit. Each unit consisted of (i) one unregistered pre-funded warrant to purchase one share of Common Stock and (ii) one unregistered warrant to purchase one share of Common Stock, at an exercise price of $3,152 per share with a term of five and a half years (together with the pre-funded warrants, the “2021 Warrants”). Pursuant to the Warrant Amendment Agreement, the unregistered warrants were subsequently amended to lower the exercise price to $1,008 per share and to extend the termination date of the warrants to January 8, 2029. The net proceeds from the private placement, after deducting placement agent fees and expenses, were approximately $9.2 million.

Additionally, in connection with the July 2021 Offering, we issued to designees of the placement agent warrants to purchase 224 shares of Common Stock at an exercise price of $3,936 and a contractual term of five years.

The July 2021 Offering was pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

Item 16. Exhibits.

The list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

provided, however, that: paragraphs (a)(1)(i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(5) (ii) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 

(i) The undersigned registrant hereby undertakes that:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Chapel Hill, State of North Carolina, on April 11, 2024.

Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this registration statement below.

*Christopher T. Giordano, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to powers of attorney duly executed by such persons.

EXHIBIT INDEX

+ Management contract or compensatory plan.

* Certain confidential portions and/or the schedules and attachments to this exhibit have been omitted from this filing pursuant to a confidential treatment request filed with the SEC, or Item 601(a)(5) or 601(b)(10) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. 

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS AM’ Filing		Date		Other Filings
		2/12/29
		1/8/29
Filed on:		4/11/24		POS AM
		4/9/24
		3/28/24		10-K,  8-K
		3/22/24
		3/20/24
		2/23/24		8-K
		2/22/24		8-K
		2/20/24		8-K,  SC 13G
		2/19/24		8-K
		2/12/24		8-K
		2/8/24		424B3,  8-K,  EFFECT
		2/7/24		8-K,  EFFECT
		2/6/24		424B3,  8-K
		2/2/24		S-1/A
		1/19/24		8-K
		1/18/24		8-K
		1/17/24
		1/12/24		3,  8-K
		1/11/24		3
		1/5/24		8-K
		1/3/24
		1/2/24
		12/31/23		10-K
		12/1/23		424B3,  8-K,  S-1
		8/15/23		424B3,  8-K
		7/19/23		8-K
		3/31/23		10-K,  10-Q
		3/21/23
		2/10/23		8-K
		2/7/23		8-K
		2/1/23		8-K,  CORRESP
		1/4/23		8-K
		12/31/22		10-K
		6/16/22		8-K
		6/10/22		4,  8-K
		5/20/22		8-K,  SC 13D/A
		5/17/22		8-K
		3/29/22		10-K
		1/28/22		3,  8-K
		1/25/22		8-K
		8/16/21		10-Q
		7/8/21		4,  8-K
		7/6/21		4,  8-K
		1/19/21		8-K
		1/15/21		3,  4,  8-K,  8-K/A
		10/15/20		8-K
		10/9/20		8-K
		7/8/20		424B5,  8-K
		3/13/20		424B5,  8-K
		8/14/19		10-Q
		12/11/18		8-K
		8/14/18		10-Q
		2/23/18		8-K
		3/16/17		10-K
		8/9/16		10-Q
		3/14/16		10-KT,  S-8
		9/9/15		10-Q
		12/15/14		10-Q
		9/19/14
		7/29/14		10-K,  8-K
		3/17/14		10-Q,  4,  424B5
		11/13/13		3,  4,  8-K,  8-K/A
		10/25/13		8-K
		5/15/13		8-K,  CORRESP
		7/15/11		10-K,  8-K
		3/21/11		10-Q
		7/23/10		10-K
		1/11/10		8-A12B
		11/13/09		8-K
		8/13/08		10-K
		6/30/08		8-K
		8/13/04		10-K
				List all Filings

---

44 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Tenax Therapeutics, Inc. 10-K 12/31/23 60:4.8M Blueprint/FA 2/20/24 Tenax Therapeutics, Inc. 8-K:1,9 2/19/24 14:217K Blueprint/FA 2/12/24 Tenax Therapeutics, Inc. 8-K:1,8,9 2/08/24 18:917K Blueprint/FA 2/02/24 Tenax Therapeutics, Inc. S-1/A 64:7.3M Blueprint/FA 2/01/24 Tenax Therapeutics, Inc. S-1/A 9:2.5M Blueprint/FA 1/05/24 Tenax Therapeutics, Inc. 8-K:3,5,8,912/29/23 14:185K Blueprint/FA 12/01/23 Tenax Therapeutics, Inc. S-1 3:730K Blueprint/FA 8/15/23 Tenax Therapeutics, Inc. 8-K:5,9 8/09/23 13:281K Blueprint/FA 3/31/23 Tenax Therapeutics, Inc. 10-K 12/31/22 66:4.9M Blueprint/FA 2/10/23 Tenax Therapeutics, Inc. 8-K:1,9 2/07/23 13:156K Blueprint/FA 2/07/23 Tenax Therapeutics, Inc. 8-K:1,8,9 2/03/23 19:958K Blueprint/FA 1/04/23 Tenax Therapeutics, Inc. 8-K:3,5,8,9 1/04/23 15:2.9M Blueprint/FA 6/16/22 Tenax Therapeutics, Inc. 8-K:1,5,9 6/10/22 13:151K Blueprint/FA 6/10/22 Tenax Therapeutics, Inc. 8-K:5,9 6/09/22 14:398K Blueprint/FA 5/20/22 Tenax Therapeutics, Inc. 8-K:1,3,8,9 5/17/22 18:865K Blueprint/FA 3/29/22 Tenax Therapeutics, Inc. 10-K 12/31/21 69:5.1M Blueprint/FA 1/28/22 Tenax Therapeutics, Inc. 8-K:1,9 1/25/22 13:166K Blueprint/FA 12/03/21 Cingulate Inc. 8-A12B 1:30K M2 Compliance LLC/FA 8/16/21 Tenax Therapeutics, Inc. 10-Q 6/30/21 60:3.6M Blueprint/FA 7/08/21 Tenax Therapeutics, Inc. 8-K:1,3,5,7 7/06/21 10:1.1M Blueprint/FA 1/19/21 Tenax Therapeutics, Inc. 8-K:1,2,3,5 1/15/21 5:849K Blueprint/FA 10/15/20 Tenax Therapeutics, Inc. 8-K:1,8,9 10/09/20 3:113K Blueprint/FA 7/08/20 Tenax Therapeutics, Inc. 8-K:1,3,7,9 7/06/20 9:1.1M Blueprint/FA 3/13/20 Tenax Therapeutics, Inc. 8-K:1,3,7,9 3/11/20 8:713K Blueprint/FA 8/14/19 Tenax Therapeutics, Inc. 10-Q 6/30/19 49:2.6M Blueprint/FA 12/11/18 Tenax Therapeutics, Inc. 8-K:1,3,5,812/07/18 7:859K Blueprint/FA 8/14/18 Tenax Therapeutics, Inc. 10-Q 6/30/18 47:2.2M Blueprint/FA 2/23/18 Tenax Therapeutics, Inc. 8-K:5,8,9 2/22/18 3:59K Blueprint/FA 3/16/17 Tenax Therapeutics, Inc. 10-K 12/31/16 74:5.9M Blueprint/FA 8/09/16 Tenax Therapeutics, Inc. 10-Q 6/30/16 45:2.3M Blueprint/FA 3/14/16 Tenax Therapeutics, Inc. 10-KT 12/31/15 82:8.5M Issuer Direct/FA 9/09/15 Tenax Therapeutics, Inc. 10-Q 7/31/15 49:2.9M Issuer Direct/FA 12/15/14 Tenax Therapeutics, Inc. 10-Q 10/31/14 60:4.5M Issuer Direct/FA 7/29/14 Tenax Therapeutics, Inc. 10-K 4/30/14 77:6.3M Issuer Direct/FA 3/17/14 Tenax Therapeutics, Inc. 10-Q 1/31/14 61:6.2M Issuer Direct/FA 10/25/13 Tenax Therapeutics, Inc. 8-K:1,3,9 10/21/13 4:720K Issuer Direct/FA 5/15/13 Tenax Therapeutics, Inc. 8-K:5,8,9 5/10/13 3:61K Issuer Direct/FA 7/15/11 Tenax Therapeutics, Inc. 10-K 4/30/11 11:2.2M Issuer Direct/FA 3/21/11 Tenax Therapeutics, Inc. 10-Q 1/31/11 8:1.7M Issuer Direct/FA 7/23/10 Tenax Therapeutics, Inc. 10-K 4/30/10 8:1.3M Donnelley … Solutions/FA 11/13/09 Tenax Therapeutics, Inc. 8-K:3,5,9 11/09/09 3:246K Parsons Behl… Latimer/FA 8/13/08 Tenax Therapeutics, Inc. 10-K 4/30/08 11:1.2M Donnelley … Solutions/FA 6/30/08 Tenax Therapeutics, Inc. 8-K:3,9 6/30/08 4:117K Parsons Behl… Latimer/FA 8/13/04 Tenax Therapeutics, Inc. 10-K 4/30/04 19:1.2M Donnelley … Solutions/FA

↑Top

---

Filing Submission 0001654954-24-004524   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Wed., May 1, 11:18:09.4am ET