tenx_13d

SC 13D 1 tenx_13d.htm SC 13D tenx_13d

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Tenax Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

88032L209

(CUSIP Number)

Stuart Rich

3621 Grove Street

Skokie, Illinois 60076

(847) 460-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 11, 2021

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSONS Stuart Rich
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION

NUMBER OF	7	SOLE VOTING POWER 4,243,517
SHARES BENEFICIALLY	8	SHARED VOTING POWER -0-
OWNED BY EACH	9	SOLE DISPOSITIVE POWER 3,819,170
REPORTING PERSON WITH	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,243,517
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.84% (1)
14	TYPE OF REPORTING PERSON IN

(1) This percentage is based on 25,201,312 shares of common stock of the Issuer outstanding as of June 11, 2021, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2021.

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock, $0.0001 par value per share (the "Common Stock"), of Tenax Therapeutics, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at One Copley Parkway, Suite 490, Morrisville, North Carolina 27560.

Item 2. Identity and Background

(a)

This Schedule 13D is being filed by Stuart Rich, M.D. ("Dr. Rich"), the Chief Medical Officer of the Issuer and a member of the Issuer’s Board of Directors.

(b)

The business address of Dr. Rich is 3621 Grove Street, Skokie, Illinois 60076.

(c)

Dr. Rich is currently the Chief Medical Officer of the Issuer. The address of the Issuer is set forth above. He also currently serves as Professor of Medicine at Northwestern University, Feinberg School of Medicine, in Chicago, Illinois.

(d)

During the last five years, Dr. Rich has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, Dr. Rich has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decision or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

(f)

Dr. Rich is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

Dr. Rich was a security holder in PHPrecisionMed Inc. ("PHPM"). On January 15, 2021, the Issuer acquired 100% of the equity of PHPM pursuant to an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, on January 15, 2021, Dr. Rich received 662,517 shares of Common Stock and 3,581 shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock"). The Series B Preferred Stock was not convertible until the Issuer received the approval of its stockholders for such conversion. Upon receipt of such approval, the shares of Series B Preferred Stock would be automatically converted into Common Stock. The stockholder approval was received at the Issuer's Annual Meeting of Stockholders held on June 10, 2021 and, as a result, Dr. Rich's shares of Series B Preferred Stock were automatically converted into 3,581,000 shares of Common Stock on June 11, 2021. Pursuant to the Merger Agreement, of the 3,581,000 shares of Common Stock issued to Dr. Rich upon conversion of his Series B Preferred Stock, 424,347 shares are being held back by the Issuer. In the event of certain claims under the indemnification provisions of the Merger Agreement, before 24 months after the issuance of the Series B Preferred Stock, some or all of these 424,347 shares of Common Stock may be cancelled to satisfy such claims. Before the end of such 24-month period, Dr. Rich may not dispose of any of the 424,347 shares. Any shares remaining at the end of such period will then be released to Dr. Rich.

Item 4. Purpose of Transaction

Dr. Rich has acquired, and holds, the shares of Common Stock reported herein for investment purposes. He may acquire additional shares of Common Stock depending on market conditions and the business performance of the Issuer, but does not currently plan to purchase a number of additional shares of Common Stock that would result in a substantial change in his beneficial ownership or his ability to influence control of the Issuer.

Other than as described above, and except that Dr. Rich may, from time to time or at any time, subject to market conditions and other factors, purchase additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, sell at any time all or a portion of the shares of Common Stock now owned or hereafter acquired by him to one or more purchasers, or transfer or contribute shares of Common Stock to trusts for estate planning purposes, Dr. Rich does not have any present plans which relate to or would result in:

(a)	the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)	an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)	a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)	any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)	any material change in the present capitalization or dividend policy of the Issuer;

(f)	any other material change in the Issuer’s business or corporate structure;

(g)	changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)	causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)	a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j)	any action similar to any of those actions enumerated above.

Item 5. Interest in Securities of the Issuer

The 4,243,517 shares of Common Stock beneficially owned by Dr. Rich represent 16.84% of the outstanding shares of Common Stock of the Issuer, based on 25,201,312 shares of Common Stock outstanding on June 11, 2021, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2021.

The only transaction by Dr. Rich in the securities of the Issuer in the 60 days preceding the filing of this Schedule was the automatic conversion of his shares of Series B Preferred Stock into Common Stock, as discussed above.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Dr. Rich was named Chief Medical Officer of the Issuer on January 15, 2021 and became a director in February 2021. On January 15, 2021, he was granted options to purchase 250,000 shares of Common Stock at an exercise price of $1.78 a share. The options become exercisable in four equal installments, with 25% vesting after the start of a Phase 3 clinical trial, 25% vesting after the database lock with respect to the trial, 25% vesting after the opening of an Investigational New Drug Application with the U.S. Food and Drug Administration (“FDA”), and 25% vesting after the approval from the FDA. The options expire on January 15, 2031. Dr. Rich may in the future receive additional grants of equity awards as compensation for serving as the Issuer’s Chief Medical Officer and on the Issuer's Board of Directors or committees thereof.

Item 7. Materials to be Filed as Exhibits

None.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Date: June 22, 2021		/s/ Stuart Rich
		Stuart Rich, M.D.

SEC Form SC 13D filed by Tenax Therapeutics, Inc.