Tenax Therapeutics Announces $8.0 Million Registered Direct and PIPE Offerings Priced At-the-Market Under Nasdaq Rules
Tenax Therapeutics, Inc. (Nasdaq: TENX) (“Tenax” or the “Company”), a specialty pharmaceutical company focused on identifying, developing, and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, today announced that it has entered into a definitive agreement with a single healthcare-focused institutional investor for the issuance and sale of 2,523,611 shares of its common stock at a purchase price of $1.02780 per share and pre-funded warrants to purchase up to 652,313 shares of common stock, at a purchase price of $1.02770 per pre-funded warrant (which represents the per share offering price for the common stock less the $0.0001, the exercise price of each pre-funded warrant), in a registered direct offering priced at-the-market under Nasdaq rules. Additionally, in a concurrent private placement, Tenax has also agreed to issue to the investor pre-funded warrants to purchase up to 4,607,692 shares of common stock, at the same purchase price as in the registered direct offering, as well as unregistered warrants to purchase up to an aggregate of 7,783,616 shares of common stock. The aggregate gross proceeds to the Company of both offerings is expected to be approximately $8.0 million. As part of the offerings and subject to Nasdaq rules, the investor will have the right to designate two directors to the Company’s Board of Directors. The offerings are expected to close on or about July 8, 2020, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.
The unregistered warrants will have an exercise price $0.903 per share and exercise period commencing immediately upon issuance date and a term of five and one-half (5.5) years.
Tenax currently intends to use the net proceeds from the offerings to further its clinical trials of levosimendan, for research and development and general corporate purposes, including working capital and potential acquisitions.
The shares of common stock and pre-funded warrants offered in the registered direct offering (including the shares of common stock underlying the pre-funded warrants) are being offered and sold by Tenax pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-2244951), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (SEC) on May 23, 2018. The offering of the shares of common stock and the pre-funded warrants to be issued in the registered direct offering are being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or e-mail at email@example.com.