10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-34600

     TENAX THERAPEUTICS, INC.

    

     (Exact name of registrant as specified in its charter)

    


Delaware		26-2593535
(State of incorporation)		(I.R.S. Employer Identification No.)

101 Glen Lennox Drive, Suite 300, Chapel Hill, North Carolina 27517

(Address of principal executive offices, including zip code)

(919) 855-2100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	TENX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☒
Emerging growth company	☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 9, 2025, the registrant had outstanding 4,148,495 shares of Common Stock.

Table of Contents

TABLE OF CONTENTS


		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 6.	Exhibits	22

SIGNATURES		23

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TENAX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)


	March 31, 2025			December 31, 2024
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	111,447		$	94,851
Prepaid expenses		524			1,771
Other current assets		88			64
Total current assets		112,059			96,686
Total assets	$	112,059		$	96,686
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,839		$	3,157
Accrued liabilities		929			1,536
Total current liabilities		2,768			4,693
Total liabilities		2,768			4,693

Commitments and contingencies; see Note 4
Stockholders' equity
Preferred stock, undesignated, authorized 4,818,654 shares
Series A Preferred stock, par value $0.0001, authorized 5,181,346 shares; issued and outstanding 210, as of March 31, 2025 and December 31, 2024		-			-
Common stock, par value $0.0001 per share; authorized 400,000,000 shares; issued and outstanding 3,970,385 as of March 31, 2025 and 3,420,906 as of December 31, 2024, respectively		-			-
Additional paid-in capital		434,554			406,848
Accumulated deficit		(325,263	)		(314,855	)
Total stockholders’ equity		109,291			91,993
Total liabilities and stockholders' equity	$	112,059		$	96,686

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TENAX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(Amounts in thousands, except share and per share data)


	For the three months ended March 31,
	2025			2024
Operating expenses
Research and development	$	5,683		$	2,676
General and administrative		5,655			1,233
Total operating expenses		11,338			3,909

Net operating loss		(11,338	)		(3,909	)

Interest income		930			118
Interest expense		-			(8	)
Net loss	$	(10,408	)	$	(3,799	)
Net loss per share, basic and diluted	$	(0.28	)	$	(3.12	)
Weighted average number of common shares and prefunded warrants outstanding, basic and diluted		36,584,920			1,219,139

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TENAX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

(Amounts in thousands, except share data)


	Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares		Amount		Additional paid-in capital		Accumulated deficit			Total stockholders' equity
Balance at December 31, 2023		210	$	-		298,281	$	-	$	305,351	$	(297,253	)	$	8,098
Public offering sale of common stock, warrants, and prefunded warrants, net of offering costs of $1,028		-		-		421,260		-		8,010		-			8,010
Exercise of pre-funded warrants for cash		-		-		973,240		-		1		-			1
Exercise of pre-funded warrants, cashless		-		-		205,467		-		-		-			-
Stock split and fractional shares issued		-		-		59,997		-		-		-			-
Stock-based compensation expense		-		-		-		-		119		-			119
Net loss		-		-		-		-		-		(3,799	)		(3,799	)
Balance at March 31, 2024		210	$	-		1,958,245	$	-	$	313,481	$	(301,052	)	$	12,429

Balance at December 31, 2024		210	$	-		3,420,906	$	-	$	406,848	$	(314,855	)	$	91,993
Public offering sale of common stock and prefunded warrants, net of offering costs of $1,746		-		-		378,346		-		23,216		-			23,216
Exercise of pre-funded warrants, cashless		-		-		99,189		-		1		-			1
Exercise of warrants		-		-		71,944		-		347		-			347
Stock-based compensation expense		-		-		-		-		4,142		-			4,142
Net loss		-		-		-		-		-		(10,408	)		(10,408	)
Balance at March 31, 2025		210	$	-		3,970,385	$	-	$	434,554	$	(325,263	)	$	109,291

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TENAX THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(Amounts in thousands)


	Three months ended March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(10,408	)	$	(3,799	)
Adjustments to reconcile net loss to net cash used in operating activities
Interest on debt instrument		-			8
Stock-based compensation		4,142			119
Changes in operating assets and liabilities
Accounts receivable, prepaid expenses and other assets		1,224			(18	)
Accounts payable		(1,318	)		(1,000	)
Accrued liabilities		(607	)		(476	)
Net cash used in operating activities		(6,967	)		(5,166	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of warrants and pre-funded warrants, net of issuance costs		23,216			8,010
Proceeds from the exercise of warrants and pre-funded warrants		347			1
Payments on short-term note		-			(88	)
Net cash provided by financing activities		23,563			7,923

Net change in cash and cash equivalents		16,596			2,757
Cash and cash equivalents, beginning of period		94,851			9,792
Cash and cash equivalents, end of period	$	111,447		$	12,549

Supplemental Disclosures:
Cash paid for interest	$	-		$	8

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TENAX THERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. DESCRIPTION OF BUSINESS

Tenax Therapeutics, Inc., together with its subsidiaries (collectively “Tenax” or the “Company”), is a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies.

The Company is incorporated in Delaware and is headquartered in Chapel Hill, North Carolina.

Liquidity and Capital Resources

The Company has financed its operations since September 1990 primarily through the sale of equity and debt securities and loans from stockholders. The Company had an accumulated deficit of $325.3 million at March 31, 2025 and incurred losses of $10.4 million and $3.8 million during the three-months ended March 31, 2025 and 2024, respectively. The Company expects to continue to incur expenses related to the development of levosimendan for pulmonary hypertension and other potential indications and, over the long term, imatinib for pulmonary arterial hypertension (“PAH”), as well as identifying and developing other potential product candidates. At March 31, 2025, the Company had cash and cash equivalents of $111.4 million. Based on its resources on March 31, 2025, Company management believes that it has sufficient funds for the Company to continue its operations over at least the next 12 months from the date these condensed consolidated financial statements were available to be issued.

To the extent that the Company raises additional funds by issuing shares of its common stock or other securities convertible or exchangeable for shares of common stock, stockholders will experience dilution, which may be significant. In the event the Company raises additional capital through debt financings, the Company may incur significant interest expense and become subject to restrictive covenants in the related transaction documents that may affect the manner in which the Company conducts its business. To the extent that the Company raises additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to its technologies or product candidates or grant licenses on terms that may not be favorable to the Company. Any or all of the foregoing may have a material adverse effect on the Company’s business and financial performance.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

The accompanying unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 25, 2025, from which the Company derived the balance sheet data on December 31, 2024.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

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On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024, other than the following:

Cash Concentration Risk

The Federal Deposit Insurance Corporation (the “FDIC”) insurance limits are $250,000 per depositor per insured bank. The Company had cash balances of $22.7 million and $1.0 million uninsured by the FDIC as of March 31, 2025 and December 31, 2024, respectively. In August 2023, the Company, through its commercial bank began to utilize the IntraFi network of commercial banks. IntraFi deposits $250,000 in each of its member banks to maintain the FDIC insurance limit. On March 31, 2025, $88.7 million of the Company's cash and cash equivalents was fully FDIC insured.

Loss Per Share

Basic loss per share, which excludes antidilutive securities, is computed by dividing net loss by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, restricted stock, and warrants.

The following outstanding options, restricted stock grants, convertible preferred shares and warrants were excluded from the computation of basic and diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect.


	Three months ended March 31,
	2025		2024

Warrants to purchase common stock		19,802,318		3,219,694
Options to purchase common stock		3,376,750		936
Convertible preferred shares outstanding		210		210

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified. These reclassifications had no effect on the financial position or reported results of operations for the periods presented. In the Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2024, the presentation of the public offering sale of common stock, warrants, and pre-funded warrants was presented as proceeds, net of offering costs, of $6.2 million in additional paid-in capital and $1.8 million attributed to the exercise of pre-funded warrants. In the current presentation, this is now presented as $8.0 million, net of offering costs of $1.0 million for the public offering of common stock, warrants, and pre-funded warrants and $1 thousand attributed to the exercise of pre-funded warrants.

NOTE 3. ACCRUED LIABILITIES

Accrued liabilities consist of the following (in thousands):


	March 31, 2025		December 31, 2024
Operating costs	$	597	$	200
Employee related		332		1,336
	$	929	$	1,536

SEC Form 10-Q filed by Tenax Therapeutics Inc.