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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/02/23 Tenax Therapeutics, Inc. S-1MEF 2/02/23 4:75K Blueprint/FA |
Document/Exhibit Description Pages Size
1: S-1MEF Registration Statement to Add Securities to a HTML 35K
Prior Form S-1 Registration
2: EX-5.1 Opinion of Wyrick Robbins Yates HTML 16K
3: EX-23.1 Consent of Independent Registered Public HTML 5K
Accounting Firm.
4: EX-FILING FEES Calculation of Filing Fee Tables HTML 21K
As filed with the U.S. Securities and Exchange Commission on February 2, 2023
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
| Tenax Therapeutics, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
| 2834 |
| 26-2593535 |
| (State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
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)
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)
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Donald R. Reynolds S. Halle Vakani Lorna A. Knick Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Telephone: (919) 781-4000 | Copies to:
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M. Ali Panjwani Pryor Cashman LLP 7 Times Square Telephone: (212) 421-4100 |
Approximate date of commencement of proposed sale to the public: As soon as practicable 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. ☒ 333-269363
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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| Emerging growth company |
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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. ☐
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed by Tenax Therapeutics, Inc. (the “Company”) pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $9,100,000 in additional (i) shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants to purchase shares of our Common Stock, (iii) warrants to purchase shares of our Common Stock (together with the pre-funded warrants, the “Warrants”) and (iv) shares of Common Stock issuable upon exercise of the Warrants. The contents of the Registration Statement on Form S-1 (File No. 333-269363), as amended, including the exhibits and powers of attorney included therein (the “Prior Registration Statement”), which was declared effective by the Securities and Exchange Commission on February 2, 2023, are incorporated by reference in this Registration Statement. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
| 2 |
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 February 2, 2023.
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| TENAX THERAPEUTICS, INC.
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| Title: | President and Chief Executive Officer |
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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.
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| President, Chief Executive Officer and Director (principal executive officer) |
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| /s/ Eliot M. Lurier |
| Interim Chief Financial Officer (principal financial officer |
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and principal accounting officer) |
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| * |
| Chairman of the Board and Director |
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| Gerald Proehl |
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Director |
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| June Almenoff, MD |
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| Director |
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| Michael Davidson, MD |
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| Director |
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| Declan Doogan, MD |
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| Director |
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| Robyn M. Hunter |
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| Director |
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| Stuart Rich, MD |
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*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.
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| Consent of Wyrick Robbins Yates & Ponton (included in Exhibit 5.1). |
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| This ‘S-1MEF’ Filing | Date | Other Filings | ||
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| Filed on / Effective on: | 2/2/23 | |||
| 1/23/23 | S-1 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/24 Tenax Therapeutics, Inc. POS AM 2:387K Blueprint/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/23/23 Tenax Therapeutics, Inc. S-1 66:7.2M Blueprint/FA |