Director Proehl Gerald T bought 1,666 shares, increasing direct ownership by 166,600% to 1,667 units (SEC Form 4)
$TENX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TENAX THERAPEUTICS, INC. [ TENX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/08/2024 | P | 1,666 | A | (1) | 1,667(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrant | $0.01 | 08/08/2024 | P | 31,654 | 08/08/2024 | (3) | Common Stock | 31,654 | (1) | 31,654 | D | ||||
| Warrant | $4.5 | 08/08/2024 | P | 16,660 | 08/08/2024 | (4) | Common Stock | 16,660 | (1) | 16,660 | D | ||||
| Stock Option (right to buy) | $9,968(5) | 05/01/2019 | 05/01/2028 | Common Stock | 1(5) | 1(5) | D | ||||||||
| Stock Option (right to buy) | $1,056(6) | 05/01/2021 | 05/01/2030 | Common Stock | 1(6) | 1(6) | D | ||||||||
| Stock Option (right to buy) | $3,200(7) | 06/10/2022 | 06/10/2031 | Common Stock | 4(7) | 4(7) | D | ||||||||
| Stock Option (right to buy) | $992(8) | 06/09/2023 | 06/09/2032 | Common Stock | 4(8) | 4(8) | D | ||||||||
| Explanation of Responses: |
| 1. On August 8, 2024, as part of a private placement of the Issuer's securities, the Reporting Person purchased shares of the Issuer's common stock ("Shares") and a pre-funded warrant to purchase Shares, along with a warrant to purchase Shares, pursuant to the terms of a Securities Purchase Agreement, dated August 6, 2024, by and among the Issuer, Reporting Person and certain other accredited investors. The purchase price for each Share and accompanying warrant (reported in Table II) is $3.00. The purchase price for each pre-funded warrant and accompanying warrant (reported in Table II) is $2.99. |
| 2. The aggregate number of shares of common stock previously reported as 1,495, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024. |
| 3. The pre-funded warrant has no expiration date. |
| 4. The warrant will expire on the earlier of (i) thirty (30) trading days following the date of the Issuer's initial public announcement of topline data from its Phase 3 LEVEL Study (LEVosimendan to Improve Exercise Limitation in PH-HFpEF Patients) (NCT05983250 ) (the "Topline Data Announcement"); (ii) proportionally upon the exercise of the Reporting Person's pre-funded warrant issued on August 8, 2024, if such exercise is prior to the Topline Data Announcement; and (iii) August 8, 2029. |
| 5. These options were previously reported as covering 500 shares at an exercise price of $6.23 per share, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024. |
| 6. These options were previously reported as covering 500 shares at an exercise price of $0.66 per share, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024. |
| 7. These options were previously reported as covering 5,000 shares at an exercise price of $2.00 per share, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024. |
| 8. These options were previously reported as covering 5,000 shares at an exercise price of $0.62 per share, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024. |
| /s/ S. Halle Vakani, as Attorney-in-Fact | 08/08/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||