TENX / Tenax Therapeutics, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Tenax Therapeutics, Inc.

Grundläggande statistik
LEI 549300J03O6B1IJ2B606
CIK 34956
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tenax Therapeutics, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
September 9, 2025 8-K

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): September 3, 2025

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): September 3, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss

September 9, 2025 EX-10.1

FIFTH AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013

EXHIBIT 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” FIFTH AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013 This Fifth Amendment to the License Agreement of September 20, 2013 (hereinafter referred to as the

August 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 June 30, 2025 OR ☐ 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 TENA

August 13, 2025 EX-99.1

Tenax Therapeutics Reports Second Quarter 2025 Financial Results and Provides Corporate Update Phase 3 LEVEL Study Ongoing, Enrollment Completion (230 Patients) Expected in First Half of 2026, with Topline Data Expected in Second Half of 2026 On Trac

EXHIBIT 99.1 Tenax Therapeutics Reports Second Quarter 2025 Financial Results and Provides Corporate Update Phase 3 LEVEL Study Ongoing, Enrollment Completion (230 Patients) Expected in First Half of 2026, with Topline Data Expected in Second Half of 2026 On Track to Initiate Second Phase 3 Study, LEVEL-2, in 2025 CHAPEL HILL, N.C., August 13, 2025 (GLOBE NEWSWIRE) - Tenax Therapeutics, Inc. (Nasd

August 13, 2025 8-K

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): August 13, 2025

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): August 13, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio

June 17, 2025 8-K

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): June 11, 2025

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): June 11, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

June 17, 2025 EX-3.2

Restated Certificate of Incorporation.

EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TENAX THERAPEUTICS, INC. Tenax Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Tenax Therapeutics, Inc. The original certificate of incorporation of the Corporation wa

June 17, 2025 EX-3.1

Officer Exculpation Amendment.

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TENAX THERAPEUTICS, INC. The undersigned, for purposes of amending the Certificate of Incorporation, as amended (the “Certificate”), of Tenax Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

May 14, 2025 8-K

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): May 14, 2025 Tenax Therapeutics,

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): May 14, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F

May 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 OR ☐ 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 TEN

May 14, 2025 EX-99.1

Tenax Therapeutics Reports First Quarter 2025 Financial Results and Provides Corporate Update Phase 3 LEVEL Enrollment Completion for TNX-103 in PH-HFpEF Targeted Around Year-End 2025, with Topline Data Expected Middle of 2026 Initiation of Second Ph

EXHIBIT 99.1 Tenax Therapeutics Reports First Quarter 2025 Financial Results and Provides Corporate Update Phase 3 LEVEL Enrollment Completion for TNX-103 in PH-HFpEF Targeted Around Year-End 2025, with Topline Data Expected Middle of 2026 Initiation of Second Phase 3 Study, LEVEL-2, Expected This Year CHAPEL HILL, N.C., May 14, 2025 (GLOBE NEWSWIRE) - Tenax Therapeutics, Inc. (Nasdaq: TENX) (“Ten

April 25, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

April 25, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

April 23, 2025 424B3

Up to 378,346 Shares of Common Stock Up to 3,760,726 Shares of Common Stock Underlying Pre-Funded Warrants Offered by Selling Stockholders

PROSPECTUS Up to 378,346 Shares of Common Stock Up to 3,760,726 Shares of Common Stock Underlying Pre-Funded Warrants Offered by Selling Stockholders This prospectus relates to the sale or other disposition from time to time of (i) up to 378,346 shares of our common stock, $0.

April 21, 2025 CORRESP

TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517

TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 April 21, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Tenax Therapeutics, Inc. Registration Statement on Form S-3 Filed April 15, 2025 File No. 333-286557 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act o

April 15, 2025 S-3

As filed with the Securities and Exchange Commission on April 15, 2025

As filed with the Securities and Exchange Commission on April 15, 2025 Registration Statement No.

April 15, 2025 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tenax Therapeutics, Inc.

April 9, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

March 25, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 25, 2025 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

March 25, 2025 EX-99.1

Tenax Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update Successfully Completed Private Placements with Aggregate Gross Proceeds of Approximately $125 Million to Support Advancement of Two Registrat

EXHIBIT 99.1 Tenax Therapeutics Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update Successfully Completed Private Placements with Aggregate Gross Proceeds of Approximately $125 Million to Support Advancement of Two Registrational Studies for TNX-103 in PH-HFpEF and Fund Operations through 2027 Phase 3 LEVEL Study Expansion Increases Statistical Power; Enrollm

March 25, 2025 10-K

rrrr UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K

Table of Contents rrrr UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.

March 25, 2025 EX-19.1

TENAX THERAPEUTICS, INC. (the “Company”) INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities

EXHIBIT 19.1 TENAX THERAPEUTICS, INC. (the “Company”) INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities This Policy provides guidelines to members of the Company’s Board of Directors (“Board Member(s)”), the Company’s employees and officers (which term includes interim officers, executive officers, and interim executive officers), and consultants and

March 25, 2025 EX-10.3

FOURTH AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013

EXHIBIT 10.3.5 FOURTH AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013 This Fourth Amendment to the License Agreement of September 20, 2013 (hereinafter referred to as the “Amendment”) is made and executed as of this 2nd day of October, 2024 (“Effective Date of Amendment”) by and between: Orion Corporation, Business Identity Code 1999212-6, a company registered under the laws of Finland an

March 25, 2025 EX-10.26

TENAX THERAPEUTICS, INC. NOTICE OF INDUCEMENT STOCK OPTION GRANT

EXHIBIT 10.26 TENAX THERAPEUTICS, INC. NOTICE OF INDUCEMENT STOCK OPTION GRANT (Grantee name and address) You have been granted an option (the “Option”) to purchase shares of the Common Stock of Tenax Therapeutics, Inc. (the “Company”) as described below, subject to the terms of the attached Inducement Stock Option Award Agreement. This Option is an employment inducement grant made pursuant to Nas

March 6, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

March 6, 2025 EX-10.2

Form of Registration Rights Agreement.

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2025, is entered into by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used he

March 6, 2025 EX-4.1

Form of Pre-Funded Warrant to Purchase Common Stock.

EXHIBIT 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN

March 6, 2025 EX-99.2

Tenax Therapeutics Expands Phase 3 LEVEL Program, Advancing Two TNX-103 (Oral Levosimendan) Registrational Studies for the Treatment of PH-HFpEF Amendment to Enlarge Phase 3 LEVEL Study, Increasing Statistical Powering, Accepted by FDA, Expected to b

EXHIBIT 99.2 Tenax Therapeutics Expands Phase 3 LEVEL Program, Advancing Two TNX-103 (Oral Levosimendan) Registrational Studies for the Treatment of PH-HFpEF Amendment to Enlarge Phase 3 LEVEL Study, Increasing Statistical Powering, Accepted by FDA, Expected to be Fully Enrolled Around Year End 2025 Agreement by FDA to Initiate Second Global Phase 3 Study, LEVEL-2, with First Patient Expected to b

March 6, 2025 EX-10.1

Form of Securities Purchase Agreement, dated March 4, 2025, by and among Tenax Therapeutics, Inc. and the investors signatory thereto.

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 4, 2025, by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t

March 6, 2025 EX-99.1

Tenax Therapeutics Announces $25 Million Private Placement

EXHIBIT 99.1 Tenax Therapeutics Announces $25 Million Private Placement CHAPEL HILL, NC, March 5, 2025 - Tenax Therapeutics, Inc. (Nasdaq: TENX) (the “Company” or “Tenax Therapeutics”), a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies, today announced that it has entered into a securities purchase agreement for a private placeme

December 4, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 2, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

November 26, 2024 S-8

As filed with the Securities and Exchange Commission on November 26, 2024

As filed with the Securities and Exchange Commission on November 26, 2024 Registration No.

November 26, 2024 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 4 tenxex107.htm FEE TABLE EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Tenax Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price(3) Fee Rate Amount

November 14, 2024 SC 13G

TENX / Tenax Therapeutics, Inc. / Lind Global Fund II LP Passive Investment

SC 13G 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88032L605 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropria

November 14, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Tenax Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to su

November 14, 2024 SC 13G/A

TENX / Tenax Therapeutics, Inc. / CVI Investments, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 tm2428264d7sc13ga.htm SC 13G/A CUSIP No: 88032L605 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title o

November 13, 2024 8-K

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): November 13, 2024

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): November 13, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss

November 13, 2024 EX-99.1

Tenax Therapeutics Reports Third Quarter 2024 Financial Results and Provides a Corporate Update Raised Gross Proceeds of Approximately $100 Million in a Private Placement with Leading Institutional Healthcare Investors Continuing to Enroll Patients i

EXHIBIT 99.1 Tenax Therapeutics Reports Third Quarter 2024 Financial Results and Provides a Corporate Update Raised Gross Proceeds of Approximately $100 Million in a Private Placement with Leading Institutional Healthcare Investors Continuing to Enroll Patients in Phase 3 LEVEL Study with 52 Investigative Sites Now Initiated Cash Runway Through End of 2027 CHAPEL HILL, N.C., November 13, 2024 (GLO

November 13, 2024 SC 13G/A

TENX / Tenax Therapeutics, Inc. / Stonepine Capital Management, LLC Passive Investment

SC 13G/A 1 tenx13ga1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L605 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appr

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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 September 30, 2024 OR ☐ 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 Therapeutic

November 12, 2024 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-3132exhibit991.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing

November 12, 2024 SC 13G

TENX / Tenax Therapeutics, Inc. / Adage Capital Management, L.P. - TENAX THERAPEUTICS, INC. Passive Investment

SC 13G 1 p24-3132sc13g.htm TENAX THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88032L605 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Ch

October 30, 2024 EX-10.1

Amendment No. 2 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan.

EXHIBIT 10.1 AMENDMENT NO. 2 TO THE TENAX THERAPEUTICS, INC. 2022 STOCK INCENTIVE PLAN WHEREAS, Tenax Therapeutics, Inc. (the “Company”) maintains the 2022 Stock Incentive Plan, as amended (the “Plan”); WHEREAS, pursuant and subject to Section 16(a) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan, subject to the approval of the Company’s stockholder

October 30, 2024 8-K

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): October 25, 2024

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): October 25, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

September 27, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

September 12, 2024 424B3

Up to 1,450,661 Shares of Common Stock Up to 31,882,671 Shares of Common Stock Underlying Pre-Funded Warrants Up to 16,666,666 Shares of Common Stock Underlying Warrants Offered by Selling Stockholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-281873 PROSPECTUS Up to 1,450,661 Shares of Common Stock Up to 31,882,671 Shares of Common Stock Underlying Pre-Funded Warrants Up to 16,666,666 Shares of Common Stock Underlying Warrants Offered by Selling Stockholders This prospectus relates to the sale or other disposition from time to time of (i) up to 1,450,661 shares of our common stock,

September 10, 2024 CORRESP

TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517

TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 September 10, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Tenax Therapeutics, Inc. Registration Statement on Form S-3 Filed August 30, 2024 File No. 333-281873 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities

September 10, 2024 SC 13G

TENX / Tenax Therapeutics, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - TENX AS OF 08/31/2024 Passive Investment

SC 13G 1 tenx13gaug24.htm TENX AS OF 08/31/2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) TENAX THERAPEUTICS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 88032L605 (CUSIP NUMBER) August 31, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to des

August 30, 2024 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Tenax Therapeutics, Inc.

August 30, 2024 S-3

As filed with the Securities and Exchange Commission on August 30, 2024

As filed with the Securities and Exchange Commission on August 30, 2024 Registration Statement No.

August 30, 2024 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tenax Therapeutics, Inc.

August 30, 2024 S-8

As filed with the Securities and Exchange Commission on August 30, 2024

As filed with the Securities and Exchange Commission on August 30, 2024 Registration No.

August 19, 2024 EX-99.1

Joint Filing Agreement

EX-99.1 2 ex991to13g07422tenx081924.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated August 19, 2024 with respect to the Common Stock, $0.0001 par value per share, of Tenax Therapeutics, Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on be

August 19, 2024 EX-99.A

Joint Filing Agreement

EX-99.A 2 tm2421916d1ex99-a.htm EXHIBIT 99.A CUSIP No. 88032L605 Page 1 of 1 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Tenax Therapeutics, Inc. and further

August 19, 2024 EX-99.C

Power of Attorney for Bong Koh

EX-99.C 4 tm2421916d1ex99-c.htm EXHIBIT 99.C CUSIP No. 88032L605 Page 1 of 1 EXHIBIT C POWER OF ATTORNEY FOR BONG KOH KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s true and lawful attorney-in fact and agent to: (i) prepare execute and file, for and on behalf of t

August 19, 2024 SC 13G

TENX / Tenax Therapeutics, Inc. / BIOTECHNOLOGY VALUE FUND L P - THE SCHEDULE 13G Passive Investment

SC 13G 1 sc13g07422tenx08192024.htm THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (T

August 19, 2024 SC 13G

TENX / Tenax Therapeutics, Inc. / Venrock Healthcare Capital Partners III, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) 88032L605 (CUSIP Number) August 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

August 19, 2024 EX-99.B

Power of Attorney for Nimish Shah

EX-99.B 3 tm2421916d1ex99-b.htm EXHIBIT 99.B CUSIP No. 88032L605 Page 1 of 1 EXHIBIT B POWER OF ATTORNEY FOR NIMISH SHAH KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s true and lawful attorney-in fact and agent to: (i) prepare execute and file, for and on behalf o

August 15, 2024 SC 13G

TENX / Tenax Therapeutics, Inc. / Stonepine Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) 88032L605 (CUSIP Number) August 6, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

August 14, 2024 EX-99.1

Joint Filing Statement

EX-99.1 2 ea021145801ex99-1tenax.htm JOINT FILING AGREEMENT EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filin

August 14, 2024 SC 13G

TENX / Tenax Therapeutics, Inc. / Vivo Opportunity Fund Holdings, L.P. - SCHEDULE 13G Passive Investment

SC 13G 1 ea0211458-13gvivotenax.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 88032L605 (CUSIP Number) August 8, 2024 (Date of Event which Requires Filing of this Statement) Check

August 13, 2024 EX-99.1

Tenax Therapeutics Reports Second Quarter 2024 Financial Results and Provides a Corporate Update Raised Gross Proceeds of Approximately $100 Million in a Private Placement with Leading Institutional Healthcare Investors Continuing to Enroll Patients

EXHIBIT 99.1 Tenax Therapeutics Reports Second Quarter 2024 Financial Results and Provides a Corporate Update Raised Gross Proceeds of Approximately $100 Million in a Private Placement with Leading Institutional Healthcare Investors Continuing to Enroll Patients in Phase 3 LEVEL Study with 39 Investigative Sites Initiated In April, Hosted the KOL Event, “LEVEL Setting,” Featuring Four Experts in H

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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 June 30, 2024 OR ☐ 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, IN

August 13, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 13, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio

August 12, 2024 EX-99.1

Tenax Therapeutics Announces Closing of $100 Million Private Placement and Plans to Accelerate the Oral Levosimendan Phase 3 Program

EXHIBIT 99.1 Tenax Therapeutics Announces Closing of $100 Million Private Placement and Plans to Accelerate the Oral Levosimendan Phase 3 Program · Funding supports advancement of oral levosimendan (TNX-103) Phase 3 development program, including completion of the ongoing LEVEL Study for the treatment of Pulmonary Hypertension Due to Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · Proc

August 12, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 12, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio

August 6, 2024 EX-10.1

Form of Securities Purchase Agreement, dated August 6, 2024, by and among Tenax Therapeutics, Inc. and the investors signatory thereto.

EXHIBIT 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 6, 2024, by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executi

August 6, 2024 EX-4.2

Form of Warrant to Purchase Shares of Common Stock or Pre-Funded Warrants.

EXHIBIT 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK (or in lieu thereof, Pre-Funded Warrants (as defined below)) ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,

August 6, 2024 EX-99.1

Tenax Therapeutics Announces Oversubscribed $100 Million Private Placement

EXHIBIT 99.1 Tenax Therapeutics Announces Oversubscribed $100 Million Private Placement CHAPEL HILL, NC, August 6, 2024 - Tenax Therapeutics, Inc. (Nasdaq: TENX) (the “Company” or “Tenax Therapeutics”), a Phase 3, development-stage pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need,

August 6, 2024 EX-99.2

Corporate Presentation of August 2024.

EXHIBIT 99.2

August 6, 2024 EX-4.1

Form of Pre-Funded Warrant to Purchase Common Stock.

EXHIBIT 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN

August 6, 2024 EX-10.2

Form of Registration Rights Agreement.

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2024, is entered into by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used he

August 6, 2024 8-K

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): August 6, 2024

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): August 6, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

June 13, 2024 EX-10.2

Amendment to Executive Employment Agreement by and between Tenax Therapeutics, Inc. and Stuart Rich, MD, dated June 12, 2024.

EXHIBIT 10.2 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made as of June 12, 2024 by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Stuart Rich, MD (the “Executive”). The Company and Executive are sometimes referred to herein each as a “

June 13, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 7, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F

June 13, 2024 EX-10.1

Amendment No. 1 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan.

EXHIBIT 10.1 AMENDMENT NO. 1 TO THE TENAX THERAPEUTICS, INC. 2022 STOCK INCENTIVE PLAN WHEREAS, Tenax Therapeutics, Inc. (the “Company”), maintains the 2022 Stock Incentive Plan (the “Plan”); and WHEREAS, pursuant and subject to Section 16(a) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan, subject to the approval of the Company’s stockholders; and

May 24, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

May 14, 2024 EX-99.1

Tenax Therapeutics Reports First Quarter 2024 Financial Results and Provides a Corporate Update Currently Enrolling Patients in Phase 3 LEVEL Study with 24 Investigative Sites Initiated Secured Global Development and Commercial Rights to Levosimendan

EXHIBIT 99.1 Tenax Therapeutics Reports First Quarter 2024 Financial Results and Provides a Corporate Update Currently Enrolling Patients in Phase 3 LEVEL Study with 24 Investigative Sites Initiated Secured Global Development and Commercial Rights to Levosimendan for Treatment of PH-HFpEF Expanded Intellectual Property Estate for Levosimendan with Issuance of New U.S. Patent Recently Hosted KOL Ev

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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, 2024 OR ☐ 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, I

May 14, 2024 8-K

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): May 14, 2024

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): May 14, 2024 TENAX THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

April 26, 2024 ARS

ARS - PDF COPY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34600 TENAX THERAPEUTICS

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

April 26, 2024 ARS

ARS

April 11, 2024 POS AM

As filed with the U.S. Securities and Exchange Commission on April 11, 2024

As filed with the U.S. Securities and Exchange Commission on April 11, 2024 Registration No. 333-275856 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (S

April 11, 2024 POS AM

As filed with the U.S. Securities and Exchange Commission on April 11, 2024

As filed with the U.S. Securities and Exchange Commission on April 11, 2024 Registration No. 333-269363 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (S

March 28, 2024 EX-97.1

Tenax Therapeutics, Inc. Compensation Recovery Policy, adopted September 20, 2023

EXHIBIT 97.1 TENAX THERAPEUTICS, INC. (the “Company”) COMPENSATION RECOVERY POLICY 1. Introduction The Company’s Board of Directors (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has there

March 28, 2024 EX-99.1

Tenax Therapeutics Provides Business and Clinical Development Updates with Full Year 2023 Financial Results

EXHIBIT 99.1 Tenax Therapeutics Provides Business and Clinical Development Updates with Full Year 2023 Financial Results · First Patient Enrolled in Phase 3 LEVEL Trial Evaluating TNX-103 (oral levosimendan) for the Treatment of Pulmonary Hypertension from Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · Expansion of U.S. Intellectual Property Covering the Use of Levosimendan for the Tr

March 28, 2024 EX-4.20

Description of Common Stock.

EXHIBIT 4.20 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 We are authorized to issue 410,000,000 shares of our capital stock consisting of (a) 400,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), consistin

March 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34600 TENAX THERAPEUTICS

March 28, 2024 8-K

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 28, 2024

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 28, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

February 26, 2024 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 16 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying

February 26, 2024 424B3

1,600,000 Shares of Common Stock 1,600,000 Warrants to Purchase up to 3,200,000 Shares of Common Stock 1,600,000 Pre-Funded Warrants to purchase up to 1,600,000 Shares of Common Stock 4,800,000 Shares of Common Stock underlying Warrants and Pre-Funde

Filed pursuant to Rule 424(b)(3) SEC File No. 333-275856 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 8, 2024) 1,600,000 Shares of Common Stock 1,600,000 Warrants to Purchase up to 3,200,000 Shares of Common Stock 1,600,000 Pre-Funded Warrants to purchase up to 1,600,000 Shares of Common Stock 4,800,000 Shares of Common Stock underlying Warrants and Pre-Funded Warrants Tenax Therapeut

February 23, 2024 8-K

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): February 22, 2024

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): February 22, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss

February 21, 2024 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying

February 21, 2024 424B3

1,600,000 Shares of Common Stock 1,600,000 Warrants to Purchase up to 3,200,000 Shares of Common Stock 1,600,000 Pre-Funded Warrants to purchase up to 1,600,000 Shares of Common Stock 4,800,000 Shares of Common Stock underlying Warrants and Pre-Funde

Filed pursuant to Rule 424(b)(3) SEC File No. 333-275856 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 8, 2024) 1,600,000 Shares of Common Stock 1,600,000 Warrants to Purchase up to 3,200,000 Shares of Common Stock 1,600,000 Pre-Funded Warrants to purchase up to 1,600,000 Shares of Common Stock 4,800,000 Shares of Common Stock underlying Warrants and Pre-Funded Warrants Tenax Therapeut

February 20, 2024 8-K

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): February 19, 2024

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): February 19, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss

February 20, 2024 SC 13G

TENX / Tenax Therapeutics, Inc. / S.H.N. Financial Investments Ltd. - SCHEDULE 13G Passive Investment

SC 13G 1 shn13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tenax Therapeutics, Inc. (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 88032L605 (CUSIP Number) February 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

February 20, 2024 EX-99.1

Tenax Therapeutics Announces Global License Amendment that Significantly Expands Rights to Levosimendan

EXHIBIT 99.1 Tenax Therapeutics Announces Global License Amendment that Significantly Expands Rights to Levosimendan · Amendment to existing exclusive license agreement with Orion Corporation expands Tenax’s territory rights from North America, to the entire world · Expanded rights position Tenax to engage potential global strategic pharmaceutical partners · Improved net sales royalty rate structu

February 20, 2024 EX-10.1

Amendment to the License Agreement of September 20, 2013 by and between Tenax Therapeutics, Inc. and Orion Corporation, dated as of February 19, 2024.

EXHIBIT 10.1 CERTAIN INFORMATION IDENTIFIED WITH THE MARK “[***]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED THIRD AMENDMENT TO THE LICENSE AGREEMENT OF SEPTEMBER 20, 2013 This Third Amendment to the License Agreement of September 20, 2013 (hereinafter referred to as the “Amendment”) is made an

February 16, 2024 SC 13G

TENX / Tenax Therapeutics, Inc. / CVI Investments, Inc. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L605 (CUSIP Number) February 8, 202

February 15, 2024 SC 13G

THC / Tenet Healthcare Corporation / Lind Global Fund II LP Passive Investment

SC 13G 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88033G407 (CUSIP Number) February 12, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate

February 15, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Tenax Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to su

February 14, 2024 SC 13G/A

TENX / Tenax Therapeutics, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-tenx123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* TENAX THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L605 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Ch

February 13, 2024 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying

February 12, 2024 EX-4.1

Warrant Agency Agreement, dated as of February 12, 2024, by and between Tenax Therapeutics, Inc. and Direct Transfer LLC.

EXHIBIT 4.1 TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of February 12, 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of February 12, 2024 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”). WITNES

February 12, 2024 EX-10.2

Form of Securities Purchase Agreement by and between Tenax Therapeutics, Inc. and the purchasers named therein.

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 8, 2024, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

February 12, 2024 EX-10.1

Placement Agency Agreement, dated as of February 8, 2024, by and between Tenax Therapeutics, Inc. and Roth Capital Partners, LLC.

EXHIBIT 10.1 PLACEMENT AGENCY AGREEMENT February 8, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $9,038,821.26 of registered securities of the Company, consi

February 12, 2024 EX-4.2

Form of Pre-Funded Common Stock Purchase Warrant.

EXHIBIT 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: February 12, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o

February 12, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 8, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

February 12, 2024 EX-4.3

Form of Common Stock Purchase Warrant.

EXHIBIT 4.3 COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: February 12, 2024 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

February 12, 2024 EX-99.1

Tenax Therapeutics Announces Pricing of Approximately $9 Million Public Offering

EXHIBIT 99.1 Tenax Therapeutics Announces Pricing of Approximately $9 Million Public Offering CHAPEL HILL, NC, February 8, 2024 — Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, announced today the pricing of a public offering

February 9, 2024 424B4

1,600,000 Shares of Common Stock 1,600,000 Warrants to Purchase up to 3,200,000 Shares of Common Stock 1,600,000 Pre-Funded Warrants to Purchase up to 1,600,000 Shares of Common Stock 4,800,000 Shares of Common Stock underlying Warrants and Pre-Funde

PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-275856 1,600,000 Shares of Common Stock 1,600,000 Warrants to Purchase up to 3,200,000 Shares of Common Stock 1,600,000 Pre-Funded Warrants to Purchase up to 1,600,000 Shares of Common Stock 4,800,000 Shares of Common Stock underlying Warrants and Pre-Funded Warrants Tenax Therapeutics, Inc. This is a best efforts public offering of:

February 8, 2024 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying

February 8, 2024 EX-99.1

Tenax Therapeutics Enrolls First Patient in Phase 3 LEVEL Study Evaluating TNX-103 (Oral Levosimendan) for the Treatment of Pulmonary Hypertension in Heart Failure with Preserved Ejection Fraction (PH-HFpEF)

EXHIBIT 99.1 Tenax Therapeutics Enrolls First Patient in Phase 3 LEVEL Study Evaluating TNX-103 (Oral Levosimendan) for the Treatment of Pulmonary Hypertension in Heart Failure with Preserved Ejection Fraction (PH-HFpEF) Over 40 sites (U.S. and Canada) have agreed to participate in the LEVEL study LEVEL is a randomized, controlled Phase 3 trial of 152 patients, and will recruit patients primarily

February 8, 2024 8-K

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): February 7, 2024

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): February 7, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

February 6, 2024 EX-99.1

Tenax Therapeutics Announces USPTO Grants Notice of Allowance for U.S. Patent Application, Significantly Broadening IP Protection for Use of Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF)

EXHIBIT 99.1 Tenax Therapeutics Announces USPTO Grants Notice of Allowance for U.S. Patent Application, Significantly Broadening IP Protection for Use of Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) Once granted, this patent will: ● provide U.S. intellectual property (IP) protection until December 2040, and may qualify for additional U.S. pa

February 6, 2024 8-K

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): February 6, 2024

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): February 6, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

February 6, 2024 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying

February 5, 2024 CORRESP

TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517

TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 February 5, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Daniel Crawford Division of Corporation Finance Office of Life Sciences Re: Acceleration Request Tenax Therapeutics, Inc. Registration Statement on Form S-1

February 5, 2024 CORRESP

Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660

Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 February 5, 2024 VIA EDGAR CORRESPONDENCE U.

February 2, 2024 S-1/A

As filed with the U.S. Securities and Exchange Commission on February 2, 2024

As filed with the U.S. Securities and Exchange Commission on February 2, 2024 Registration No. 333-275856 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of in

February 2, 2024 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1/A (Form Type) Tenax Therapeutics, Inc.

February 1, 2024 EX-4.21

Form of Common Stock Purchase Warrant.

EXHIBIT 4.21 COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: [•], 2024 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her

February 1, 2024 EX-10.26

Form of Placement Agency Agreement by and between Tenax Therapeutics, Inc. and Roth Capital Partners, LLC, as exclusive placement agent thereunder.

EXHIBIT 10.26 PLACEMENT AGENCY AGREEMENT [•], 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[•] of registered securities of the Company, consisting of [•] sh

February 1, 2024 EX-4.22

Form of Common Stock Purchase Warrant, dated February 12, 2024.

EXHIBIT 4.22 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: [•] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

February 1, 2024 S-1/A

As filed with the U.S. Securities and Exchange Commission on February 1, 2024

As filed with the U.S. Securities and Exchange Commission on February 1, 2024 Registration No. 333-275856 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of in

February 1, 2024 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1/A (Form Type) Tenax Therapeutics, Inc.

February 1, 2024 EX-4.20

Form of Warrant Agency Agreement.

EXHIBIT 4.20 TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of [•], 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [•], 2024 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”). WITNESSETH WHEREAS, p

February 1, 2024 CORRESP

* * * * *

Wyrick Robbins Yates & Ponton LLP ATTORNEYS AT LAW 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607 PO Drawer 17803, Raleigh, NC 27619 P: 919.

February 1, 2024 EX-10.25

Form of Securities Purchase Agreement.

EXHIBIT 10.25 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2024, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se

January 22, 2024 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying

January 19, 2024 8-K

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): January 18, 2024

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): January 18, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

January 16, 2024 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying

January 12, 2024 8-K

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): January 9, 2024

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): January 9, 2024 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio

January 9, 2024 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P

January 5, 2024 EX-3.1

Certificate of Amendment to Certificate of Incorporation of Tenax Therapeutics, Inc., effective January 2, 2024

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TENAX THERAPEUTICS, INC. The undersigned, for purposes of amending the Certificate of Incorporation, as amended (the “Certificate”), of Tenax Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

January 5, 2024 EX-99.1

Tenax Therapeutics Announces Reverse Stock Split

EXHIBIT 99.1 Tenax Therapeutics Announces Reverse Stock Split CHAPEL HILL, N.C., Dec. 29, 2023 — Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, announced today that it will be executing a reverse stock split of its outstanding

January 5, 2024 8-K

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): December 29, 2023

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): December 29, 2023 TENAX THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss

December 1, 2023 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

As filed with the U.S. Securities and Exchange Commission on December 1, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of incorporation or organizat

December 1, 2023 8-K

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): November 30, 2023

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): November 30, 2023 TENAX THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss

December 1, 2023 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Tenax Therapeutics, Inc.

December 1, 2023 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P

November 14, 2023 EX-99.1

Tenax Therapeutics Announces FDA Clearance of IND for TNX-103 (oral levosimendan) for the Treatment of Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF), Initiation of Phase 3 sites expected 2023

EXHIBIT 99.1 Tenax Therapeutics Announces FDA Clearance of IND for TNX-103 (oral levosimendan) for the Treatment of Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF), Initiation of Phase 3 sites expected 2023 · First Phase 3 study of TNX-103 in PH-HFpEF patients to start in 4Q 2023 (The LEVEL Study) · FDA agreement that 6MWD will be the primary endpoint for both

November 14, 2023 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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 SEPTEMBER 30, 2023 OR ☐ 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 THERAPEUTIC

November 13, 2023 EX-99.1

Tenax Therapeutics Announces FDA Clearance of IND for TNX-103 (oral levosimendan) for the Treatment of Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF), Initiation of Phase 3 sites expected 2023

EXHIBIT 99.1 Tenax Therapeutics Announces FDA Clearance of IND for TNX-103 (oral levosimendan) for the Treatment of Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF), Initiation of Phase 3 sites expected 2023 · First Phase 3 study of TNX-103 in PH-HFpEF patients to start in 4Q 2023 (The LEVEL Study) · FDA agreement that 6MWD will be the primary endpoint for both

November 13, 2023 8-K

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): November 13, 2023

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): November 13, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commiss

October 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

October 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

October 16, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

September 29, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): September 28, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commis

August 15, 2023 8-K

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): August 9, 2023

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): August 9, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

August 15, 2023 EX-3.1

Fourth Amended and Restated Bylaws.

EXHIBIT 3.1 Final Version FOURTH AMENDED AND RESTATED BYLAWS OF TENAX THERAPEUTICS, INC. (As Adopted and in Effect as of August 9, 2023) ARTICLE I OFFICES 1. Registered Office. The registered office of the Corporation shall be in the county of New Castle, at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its resident agent at such address is Corporation Service Company.

August 15, 2023 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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 June 30, 2023 OR ☐ 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, IN

August 10, 2023 CORRESP

* * * * *

Wyrick Robbins Yates & Ponton LLP ATTORNEYS AT LAW 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607 PO Drawer 17803, Raleigh, NC 27619 P: 919.

July 20, 2023 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P

July 20, 2023 EX-99.1

Press Release dated July 19, 2023.

EXHIBIT 99.1 Tenax Therapeutics Issued U.S. Patent for Oral Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · New U.S. patent provides intellectual property (IP) protection until December 2040, and may qualify for term extension beyond 2040 · There are currently no FDA-approved treatments for PH-HFpEF, a condition affecting more than 1,600,000

July 19, 2023 EX-99.1

Tenax Therapeutics Issued U.S. Patent for Oral Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF)

EXHIBIT 99.1 Tenax Therapeutics Issued U.S. Patent for Oral Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · New U.S. patent provides intellectual property (IP) protection until December 2040, and may qualify for term extension beyond 2040 · There are currently no FDA-approved treatments for PH-HFpEF, a condition affecting more than 1,600,000

July 19, 2023 8-K

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): July 19, 2023

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): July 19, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

June 14, 2023 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333- 269363 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying

June 13, 2023 8-K

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): June 9, 2023

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): June 9, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F

June 1, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

June 1, 2023 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P

May 31, 2023 8-K

Financial Statements and Exhibits, Other Events

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): May 31, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F

May 31, 2023 EX-99.1

Tenax Therapeutics Achieves Major Milestone as USPTO Grants Notice of Allowance for U.S. Patent Application Covering Use of Oral Levosimendan (TNX-103) in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF)

EXHIBIT 99.1 Tenax Therapeutics Achieves Major Milestone as USPTO Grants Notice of Allowance for U.S. Patent Application Covering Use of Oral Levosimendan (TNX-103) in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · Once granted, this patent will provide intellectual property protection until December 2040, and may qualify for additional U.S. patent term ext

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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, 2023 OR ☐ 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, I

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tenxpre14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

April 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

April 14, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

April 13, 2023 EX-99.2

Corporate Presentation of April 2023.

EXHIBIT 99.2

April 13, 2023 8-K

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): April 12, 2023

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): April 12, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

April 13, 2023 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333- 269363 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying

April 13, 2023 EX-99.1

Tenax Therapeutics Provides 2023 Business Update

EXHIBIT 99.1 Tenax Therapeutics Provides 2023 Business Update · Company to prioritize the clinical development of TNX-103 (oral levosimendan) for the treatment of pulmonary hypertension and heart failure with preserved ejection fraction (PH-HFpEF) · PH-HFpEF affects more than 1,600,000 North Americans, with estimates indicating a prevalence of more than 2,000,000 patients by 2030 · Strategic decis

April 4, 2023 424B3

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

Filed pursuant to Rule 424(b)(3) SEC File No. 333-269363 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated February 3, 2023) 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying P

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34600 TENAX THERAPEUTICS

March 31, 2023 EX-21.1

List of Subsidiaries of Registrant.

EXHIBIT 21.1 SUBSIDIARIES OF TENAX THERAPEUTICS, INC. Company Name Jurisdiction Life Newco, Inc. Delaware PHPrecisionMed Inc. Delaware

March 31, 2023 EX-4.17

Description of Common Stock.

EXHIBIT 4.17 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The authorized capital stock of Tenax Therapeutics, Inc. consists of 400,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). The following description sum

March 30, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 29, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

March 22, 2023 EX-99.1

1

EXHIBIT 99.1 Tenax Announces Issuance of U.S. Patent Covering Use of IV Levosimendan in Pulmonary Hypertension with Heart Failure with Preserved Ejection Fraction (PH-HFpEF) · Patent provides intellectual property protection until December 2040 · PH-HFpEF affects more than 1,600,000 North Americans, with estimates indicating a prevalence ofmore than 2,000,000 patients by 2030 · There are currently

March 22, 2023 8-K

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 22, 2023

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 22, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

February 14, 2023 SC 13G/A

TENX / Tenax Therapeutics Inc / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2023 EX-99.1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

February 13, 2023 SC 13G

TENX / Tenax Therapeutics Inc / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) 88032L506 (CUSIP Number) February 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 10, 2023 EX-10.1

Lease Termination Agreement, dated as of February 7, 2023.

EXHIBIT 10.1 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into as of February 7, 2023, by and between CCP Concourse, LLC., a Virginia limited liability company (“Landlord”), and Tenax Therapeutics, Inc., a Delaware corporation (“Tenant”). WITNESSETH: WHEREAS, Concourse Associates, LLC, a North Carolina limited liability company (predecessor to Land

February 10, 2023 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): February 7, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

February 9, 2023 SC 13D/A

TENX / Tenax Therapeutics Inc / Doogan Declan - SC 13D/A Activist Investment

SC 13D/A 1 tenxsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L506 (CUSIP Number) Declan Doogan 16 Hammock Beach Court Palm Coast, Florida 32137 (860) 501-2121 (

February 9, 2023 SC 13D/A

TENX / Tenax Therapeutics Inc / Rich Stuart - SC 13D/A Activist Investment

SC 13D/A 1 tenxsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L506 (CUSIP Number) Stuart Rich 3621 Grove Street Skokie, Illinois 60076 (847) 460-8800 (Name, Addr

February 7, 2023 EX-10.3

Form of Leak-Out Agreement by and between Tenax Therapeutics, Inc. and the persons named therein.

EXHIBIT 10.3 LEAK-OUT AGREEMENT February 3, 2023 This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Reference is hereby made to (a) the Securities Purchase Agreement, dated, Fe

February 7, 2023 EX-10.2

Form of Securities Purchase Agreement by and between Tenax Therapeutics, Inc. and the purchasers named therein.

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 3, 2023, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

February 7, 2023 EX-4.2

Form of Pre-Funded Common Stock Purchase Warrant, dated February 3, 2023.

EXHIBIT 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [ • ] Initial Exercise Date: February 7, 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

February 7, 2023 EX-99.1

Tenax Therapeutics Announces Pricing of Approximately $15.6 Million Public Offering

EXHIBIT 99.1 Tenax Therapeutics Announces Pricing of Approximately $15.6 Million Public Offering CHAPEL HILL, NC, February 03, 2023 — Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, announced today the pricing of a public offer

February 7, 2023 EX-4.3

Form of Common Stock Purchase Warrant, dated February 3, 2023.

EXHIBIT 4.3 COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: February 7, 2023 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da

February 7, 2023 EX-10.1

Placement Agency Agreement, dated as of February 3, 2023, by and between Tenax Therapeutics, Inc. and Roth Capital Partners, LLC.

EXHIBIT 10.1 PLACEMENT AGENCY AGREEMENT February 3, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $15,599,998.80 of registered securities of the Company, cons

February 7, 2023 EX-4.1

Warrant Agency Agreement, dated February 3, 2023, by and between Tenax Therapeutics, Inc. and Direct Transfer LLC.

EXHIBIT 4.1 TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of February 7, 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of February 7, 2023 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”). WITNESSE

February 7, 2023 8-K

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): February 3, 2023

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): February 3, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

February 6, 2023 424B4

8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of

PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-269363 8,666,666 Shares of Common Stock Warrants to Purchase up to 17,333,332 Shares of Common Stock Up to 17,333,332 Shares of Common Stock underlying Warrants Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock Up to 8,666,666 Shares of Common Stock underlying Pre-Funded Warrants Tenax Therapeutics, Inc. This is

February 2, 2023 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Tenax Therapeutics, Inc.

February 2, 2023 S-1MEF

As filed with the U.S. Securities and Exchange Commission on February 2, 2023

As filed with the U.S. Securities and Exchange Commission on February 2, 2023 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of incorporation or organization)

February 1, 2023 8-K

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): February 1, 2023

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): February 1, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

February 1, 2023 CORRESP

TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517

CORRESP 1 filename1.htm TENAX THERAPEUTICS, INC. 101 Glen Lennox Drive, Suite 300 Chapel Hill, North Carolina 27517 February 1, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Division of Corporation Finance Office of Life Sciences Re: Acceleration Request Tenax Therapeutics, Inc. Registration St

February 1, 2023 EX-99.1

Tenax Granted Notice of Allowance for U.S. Patent Application Covering Use of IV Levosimendan in Pulmonary Hypertension with Heart Failure and Preserved Ejection Fraction (PH-HFpEF)

EXHIBIT 99.1 Tenax Granted Notice of Allowance for U.S. Patent Application Covering Use of IV Levosimendan in Pulmonary Hypertension with Heart Failure and Preserved Ejection Fraction (PH-HFpEF) · Patent is expected to provide additional intellectual property protection until 2040 · Prevalence estimates indicate that PH-HFpEF affects over 1.5 million patients in the U.S. · There are currently no F

January 31, 2023 EX-10.29

Form of Securities Purchase Agreement.

EXHIBIT 10.29 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2023, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se

January 31, 2023 EX-4.19

Form of Pre-Funded Warrant.

EXHIBIT 4.19 PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: [•] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

January 31, 2023 EX-4.18

Form of Warrant.

EX-4.18 4 tenxex418.htm FORM OF WARRANT EXHIBIT 4.18 COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC. Warrant Shares: [•] Initial Exercise Date: [•], 2023 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for

January 31, 2023 EX-1.1

Form of Placement Agency Agreement by and between Tenax Therapeutics, Inc. and Roth Capital Partners, LLC, as exclusive placement agent thereunder.

EXHIBIT 1.1 PLACEMENT AGENCY AGREEMENT [•], 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[•] of registered securities of the Company, consisting of [•] shar

January 31, 2023 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Tenax Therapeutics, Inc.

January 31, 2023 EX-10.30

Form of Leak-out Agreement.

EXHIBIT 10.30 LEAK-OUT AGREEMENT [•], 2023 This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”). Reference is hereby made to (a) the Securities Purchase Agreement, dated, [•] 2023

January 31, 2023 S-1/A

As filed with the U.S. Securities and Exchange Commission on January 31, 2023

As filed with the U.S. Securities and Exchange Commission on January 31, 2023 Registration No. 333-269363 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of in

January 31, 2023 EX-4.17

Form of Warrant Agency Agreement.

EXHIBIT 4.17 TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of [•], 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [•], 2023 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”). WITNESSETH WHEREAS, p

January 23, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Tenax Therapeutics, Inc.

January 23, 2023 S-1

As filed with the U.S. Securities and Exchange Commission on January 23, 2023

As filed with the U.S. Securities and Exchange Commission on January 23, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 26-2593535 (State or other jurisdiction of incorporation or organizat

January 20, 2023 8-K

Other Events

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): January 20, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

January 6, 2023 SC 13D/A

TENX / Tenax Therapeutics Inc / Doogan Declan - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L506 (CUSIP Number) Declan Doogan 16 Hammock Beach Court Palm Coast, Florida 32137 (860) 501-2121 (Name, Address and Telephone Number

January 6, 2023 SC 13D/A

TENX / Tenax Therapeutics Inc / Rich Stuart - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L506 (CUSIP Number) Stuart Rich 3621 Grove Street Skokie, Illinois 60076 (847) 460-8800 (Name, Address and Telephone Number of Person

January 4, 2023 EX-99.1

Tenax Therapeutics Announces Reverse Stock Split

EXHIBIT 99.1 Tenax Therapeutics Announces Reverse Stock Split MORRISVILLE, NC, January 4, 2022 ? Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, announced today that it will be executing a reverse stock split of its outstanding

January 4, 2023 EX-3.1

Certificate of Amendment to Certificate of Incorporation, as amended of Tenax Therapeutics, Inc., effective January 4, 2023.

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION, AS AMENDED OF TENAX THERAPEUTICS, INC. The undersigned, for purposes of amending the Certificate of Incorporation, as amended (the ?Certificate?), of Tenax Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify

January 4, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): January 4, 2023 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio

January 4, 2023 EX-99.2

Corporate Presentation of January 2023.

EXHIBIT 99.2

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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 September 30, 2022 OR ☐ 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 THERAPEUTIC

October 11, 2022 8-K

Financial Statements and Exhibits, Other Events

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): October 10, 2022 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissi

October 11, 2022 EX-99.1

Positive Data Presented at HFSA Annual Meeting Demonstrate Effects of Oral Levosimendan in Patients with Pulmonary Hypertension and Heart Failure with Preserved Ejection Fraction (PH-HFpEF)

EXHIBIT 99.1 Positive Data Presented at HFSA Annual Meeting Demonstrate Effects of Oral Levosimendan in Patients with Pulmonary Hypertension and Heart Failure with Preserved Ejection Fraction (PH-HFpEF) MORRISVILLE, N.C. October 10, 2022 (GLOBE NEWSWIRE) ? Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing, and commercializing products th

September 23, 2022 SC 13D/A

TENX / Tenax Therapeutics Inc / Rich Stuart - SC 13D/A Activist Investment

SC 13D/A 1 tenx13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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, Addres

September 23, 2022 EX-99.1

AGREEMENT REGARDING THE JOINT FILING OF THIS AMENDMENT NO. 2 TO SCHEDULE 13D

EXHIBIT 99.1 AGREEMENT REGARDING THE JOINT FILING OF THIS AMENDMENT NO. 2 TO SCHEDULE 13D The undersigned, being duly authorized thereunto, hereby execute this Agreement as an exhibit to this Amendment No. 2 to Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended to file this Amendmen

September 20, 2022 8-K

Financial Statements and Exhibits, Other Events

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): September 20, 2022 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commis

September 20, 2022 EX-99.1

Corporate Presentation of September 2022.

EXHIBIT 99.1

September 15, 2022 8-K

Financial Statements and Exhibits, Other Events

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): September 15, 2022 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commis

September 15, 2022 EX-99.1

Tenax Therapeutics Announces the Evaluation of Strategic Alternatives

EX-99.1 2 tenxex991.htm PRESS RELEASE EXHIBIT 99.1 Tenax Therapeutics Announces the Evaluation of Strategic Alternatives MORRISVILLE, N.C., Sept. 15, 2022 (GLOBE NEWSWIRE) - Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, today

August 18, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 17, 2022 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commissio

August 12, 2022 S-8

As filed with the Securities and Exchange Commission on August 12, 2022

As filed with the Securities and Exchange Commission on August 12, 2022 Registration No.

August 12, 2022 SC 13D/A

TENX / Tenax Therapeutics Inc / Doogan Declan - SC 13DA Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tenax Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88032L209 (CUSIP Number) Declan Doogan 16 Hammock Beach Court Palm Coast, Florida 32137 (860) 501-2121 (Name, Address and Telephone Number

August 12, 2022 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Tenax Therapeutics, Inc.

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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 June 30, 2022 OR ? 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, IN

June 21, 2022 SC 13G

TENX / Tenax Therapeutics Inc / ARMISTICE CAPITAL, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

June 21, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Tenax Therapeutics, Inc. This Joint Fili

June 17, 2022 SC 13D/A

TENX / Tenax Therapeutics Inc / ARMISTICE CAPITAL, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

June 16, 2022 EX-10.1

Waiver dated June 13, 2022

EXHIBIT 10.1 WAIVER Reference is hereby made to that certain Securities Purchase Agreement for Class E and Class F Units (the ?Purchase Agreement?), dated July 6, 2020, by and among Tenax Therapeutics, Inc., a Delaware corporation (the ?Company?), and Armistice Capital Master Fund Ltd. (the ?Master Fund?). Capitalized terms used herein but not defined herein shall have the meanings ascribed theret

June 16, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 10, 2022 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission

June 10, 2022 EX-10.1

Tenax Therapeutics, Inc. 2022 Stock Incentive Plan.

EXHIBIT 10.1 TENAX THERAPEUTICS, INC. 2022 STOCK INCENTIVE PLAN 2022 Stock Incentive Plan Approved by the Board and Stockholders on April 8, 2022 and June 9, 2022, respectively 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel to serve as Employees, Directors or Consultants; to provide additional incentives to Employees, Directors and Consult

June 10, 2022 EX-10.2

Form of Tenax Therapeutics, Inc. Notice of Stock Option Grant and Award Agreement.

EXHIBIT 10.2 TENAX THERAPEUTICS, INC. 2022 STOCK INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT (Participant name and address) You have been granted an option to purchase shares of the Common Stock of Tenax Therapeutics, Inc. (the ?Company?) as follows, subject to the terms of the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan (the ?Plan?) and the attached Stock Option Award Agreement. Date of Gr

June 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 9, 2022 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F

June 3, 2022 424B3

Tenax Therapeutics, Inc. 21,192,054 Shares of Common Stock

424B3 1 tenx424b3.htm 424B3 Prospectus Filed pursuant to Rule 424(b)(3) Registration No. 333-265209 Tenax Therapeutics, Inc. 21,192,054 Shares of Common Stock This prospectus relates to the resale of up to 21,192,054 shares of our common stock, $0.0001 par value per share, from time to time in one or more offerings by the selling stockholder named herein and any additional selling stockholders who

June 1, 2022 CORRESP

TENAX THERAPEUTICS, INC. ONE Copley Parkway, Suite 490 Morrisville, North Carolina 27560

TENAX THERAPEUTICS, INC. ONE Copley Parkway, Suite 490 Morrisville, North Carolina 27560 June 1, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Tenax Therapeutics, Inc. Registration Statement on Form S-3 Filed May 25, 2022 File No. 333-265209 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933,

May 25, 2022 EX-FILING FEES

Calculation of Registration Fee

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Tenax Therapeutics, Inc.

May 25, 2022 S-3

As filed with the Securities and Exchange Commission on May 25, 2022

As filed with the Securities and Exchange Commission on May 25, 2022 Registration Statement No.

May 23, 2022 EX-99.1

Tenax Therapeutics Announces Successful Comparative Pharmacokinetic Study of TNX-201 for the Treatment of Pulmonary Arterial Hypertension TNX-201 (oral imatinib modified release tablets) Formulation Development has been Successfully Completed Manufac

EXHIBIT 99.1 Tenax Therapeutics Announces Successful Comparative Pharmacokinetic Study of TNX-201 for the Treatment of Pulmonary Arterial Hypertension TNX-201 (oral imatinib modified release tablets) Formulation Development has been Successfully Completed Manufacturing Underway to Support Phase 3 PAH Study (IMPROVE) MORRISVILLE, N.C., May 23, 2022 (BUSINESSWIRE) - Tenax Therapeutics, Inc. (Nasdaq:

May 23, 2022 8-K

Financial Statements and Exhibits, Other Events

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):May 23, 2022 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission Fi

May 20, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): May 17, 2022 Tenax Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission F

May 20, 2022 EX-10.1

Securities Purchase Agreement for Units, dated as of May 17, 2022, by and between the Company and the Investor.

EXHIBIT 10.1 Execution Version SECURITIES PURCHASE AGREEMENT FOR UNITS This Securities Purchase Agreement for Units (this ?Agreement?) is dated as of May 17, 2022, between Tenax Therapeutics, Inc., a Delaware corporation (the ?Company?), and Armistice Capital Master Fund Ltd. (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agr

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