UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2025 

101 Glen Lennox Drive, Suite 300 

Chapel Hill, North Carolina 27517 

(Address of principal executive offices) (Zip Code)

919-855-2100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement. 

On March 4, 2025, Tenax Therapeutics, Inc., (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with entities managed by RTW Investments, LP (the “Purchasers”), pursuant to which the Company will issue and sell 378,346 shares (“Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), and pre-funded warrants to purchase an aggregate of up to 3,760,726 shares of its Common Stock (the “Pre-Funded Warrants”). The purchase price for each Share is $6.04 (provided, the purchase price for each Pre-Funded Warrant is $6.03, with the Pre-Funded Warrants having an exercise price of $0.01).

The Private Placement closed on March 5, 2025. The gross proceeds of the Private Placement were approximately $25 million, before deducting the placement agent fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Private Placement to advance the Company’s ongoing and planned Phase 3 clinical trials, as well as for working capital, capital expenditures, and other general corporate purposes.

The proceeds from the Private Placement, combined with the Company’s current cash and cash equivalents, are expected to fund the Company’s operations through the end of 2027. The cash estimate is a preliminary estimate and is based on information available to management as of the date of the Private Placement, and these estimates could change.

The Pre-Funded Warrants are exercisable at any time after their original issuance and do not expire. The Pre-Funded Warrants include beneficial ownership limitations such that each Purchaser, together with its affiliates, will not own more than 9.99% (or, at the election of the Purchaser, not more than 19.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Private Placement.

The Purchase Agreement contains representations, warranties and covenants made by the Company that are customary for transactions of this type. In addition, pursuant to the terms of the Purchase Agreement, the Company has agreed not to, subject to limited exceptions, offer, sell, transfer or otherwise dispose of the Company’s securities until December 31, 2025.

Leerink Partners acted as the lead placement agent for the Private Placement and was joined by Guggenheim Securities and William Blair as joint placement agents (together, the “Placement Agents”). As compensation in connection with the Private Placement, the Company paid the Placement Agents a cash fee of 6% of the aggregate gross proceeds raised in the Private Placement,  and reimbursement of certain expenses and legal fees.

In connection with the Purchase Agreement, the Company entered into a registration rights agreement with the Purchasers, upon closing of the Private Placement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement registering for resale the shares of Common Stock and the shares of Common Stock underlying the Pre-Funded Warrants issued pursuant to the Purchase Agreement. The Company has agreed to file such registration statement within 45 days of the closing date, and have such registration statement declared effective no later than the earlier of (i) 75 days following the closing date (or 130 days following the closing date, if the U.S. Securities and Exchange Commission (the “SEC”) notifies the Company that it will “review” the registration statement) and (ii) the fifth business day after the date the Company is notified by the SEC that the registration statement will not be reviewed. The Company also agreed to use reasonable efforts to keep such registration statement effective until the date the shares of Common Stock and the shares of Common Stock underlying the Pre-Funded Warrants covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration.

If the registration statement is not declared effective by the filing deadline, the Company will make pro rata payments to each Purchaser as liquidated damages in the amount equal to 1.0% of the aggregate amount invested by each Purchaser for the shares of Common Stock and shares of Common Stock underlying the Pre-Funded Warrants then held by such Purchaser upon such date of failure and the same amount monthly thereafter until the registration statement is declared effective, subject to certain caps set forth in the Registration Rights Agreement.

The foregoing descriptions of the Pre-Funded Warrants, Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are subject to, and qualified by, the full text of such documents, copies of which are filed as Exhibits 4.1, 10.1, and 10.2, respectively, and incorporated by reference herein.

The transaction documents are attached hereto as exhibits to provide interested persons with information regarding the terms of the Private Placement, but are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the transaction documents were made only for purposes of the Private Placement as of specific dates indicated therein, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of such agreements.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.  The sale of the securities pursuant to the Purchase Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated thereunder.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

Item 8.01 Other Events. 

Attached hereto as Exhibit 99.1 and incorporated herein by reference is a press release the Company issued on March 5, 2025 announcing the pricing of the Private Placement. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a press release the Company issued on March 5, 2025 with a corporate update.

Following closing of the Private Placement, the Company had a total of 3,965,385 shares of its Common Stock issued and outstanding.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the Company’s cash runway, the intended use of the net proceeds from the Private Placement, the filing and timing of a resale registration statement and the Company’s plans regarding future clinical trials. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: risks associated with market conditions; risks associated with the Company’s cash needs; and risks and uncertainties associated with the Company’s business and finances in general; and other risks and uncertainties set forth from time to time in the Company’s SEC filings. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.