0000899243-22-018968.txt : 20220519 0000899243-22-018968.hdr.sgml : 20220519 20220519212451 ACCESSION NUMBER: 0000899243-22-018968 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220518 FILED AS OF DATE: 20220519 DATE AS OF CHANGE: 20220519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARMISTICE CAPITAL, LLC CENTRAL INDEX KEY: 0001601086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34600 FILM NUMBER: 22945120 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 231-4932 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boyd Steven CENTRAL INDEX KEY: 0001706140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34600 FILM NUMBER: 22945118 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armistice Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001633584 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34600 FILM NUMBER: 22945119 BUSINESS ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-4932 MAIL ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TENAX THERAPEUTICS, INC. CENTRAL INDEX KEY: 0000034956 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 262593535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE COPLEY PARKWAY STREET 2: SUITE 490 CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-806-4414 MAIL ADDRESS: STREET 1: ONE COPLEY PARKWAY STREET 2: SUITE 490 CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: OXYGEN BIOTHERAPEUTICS, INC. DATE OF NAME CHANGE: 20080703 FORMER COMPANY: FORMER CONFORMED NAME: SYNTHETIC BLOOD INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SINEQUANON CORP DATE OF NAME CHANGE: 19901219 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-18 0 0000034956 TENAX THERAPEUTICS, INC. TENX 0001601086 ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 1 0 0 0 0001633584 Armistice Capital Master Fund Ltd. 510 MADISON AVENUE 7TH FLOOR NEW YORK NY 10022 1 0 1 0 0001706140 Boyd Steven 510 MADISON AVENUE 7TH FLOOR NEW YORK NY 10022 1 0 1 0 Warrant (right to buy) 1.97 2022-05-18 4 D 0 4773269 D 2021-07-08 2027-01-08 Common Stock 4773269 0 I See footnote Warrant (right to buy) 0.63 2022-05-18 4 A 0 4773269 A 2021-07-08 2029-01-08 Common Stock 4773269 4773269 I See footnote Series B Common Stock Purchase Warrants 0.903 2022-05-18 4 D 0 3175924 D 2020-07-08 2026-01-08 Common Stock 3175924 0 I See footnote Series B Common Stock Purchase Warrants 0.903 2022-05-18 4 A 0 3175924 A 2020-07-08 2028-01-08 Common Stock 3175924 3175924 I See footnote Series C Common Stock Purchase Warrants 0.903 2022-05-18 4 D 0 4607692 D 2020-07-08 2026-01-08 Common Stock 4607692 0 I See footnote Series C Common Stock Purchase Warrants 0.903 2022-05-18 4 A 0 4607692 A 2020-07-08 2028-01-08 Common Stock 4607692 4607692 I See footnote Common Stock Purchase Warrants 1.04 2022-05-18 4 D 0 2360313 D 2020-03-13 2025-09-15 Common Stock 2360313 0 I See footnote Common Stock Purchase Warrants 0.63 2022-05-18 4 A 0 2360313 A 2020-03-13 2027-09-15 Common Stock 2360313 2360313 I See footnote Common Stock Purchase Warrants 1.93 2022-05-18 4 D 0 2072538 D 2018-12-11 2020-12-11 Common Stock 2072538 0 I See footnote Common Stock Purchase Warrants 0.63 2022-05-18 4 A 0 2072538 A 2018-12-11 2025-12-11 Common Stock 2072538 2072538 I See footnote Pre-Funded Common Stock Purchase Warrants 0.0001 2022-05-18 4 A 0 10596027 A Common Stock 10596027 10596027 I See footnote Series C Common Stock Purchase Warrants 0.63 2022-05-18 4 A 0 10596027 A Common Stock 10596027 10596027 I See footnote On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise. The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 19.99% beneficial owner of the Shares following such exercise. The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance. (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise. Each of the Master Fund and Armistice Capital may be deemed a director by deputization of the Issuer by virtue of the fact that Steven Boyd, a representative of the Master Fund and Armistice Capital, currently serves on the Issuer's board of directors. ARMISTICE CAPITAL, LLC, Name: /s/ Steven Boyd, Title: Managing Member 2022-05-19 ARMISTICE CAPITAL MASTER FUND LTD, Name: /s/ Steven Boyd, Title: Director 2022-05-19 STEVEN BOYD, Name: /s/ Steven Boyd 2022-05-19 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                   Exhibit 99.1

                       Form 4 Joint Filer Information


Name:                                  Armistice Capital Master Fund, Ltd.

Address:                               510 Madison Avenue
                                       7th Floor
                                       New York, NY 10022

Date of Event Requiring Statement:     05/18/2022


Name:                                  Steven Boyd

Address:                               510 Madison Avenue
                                       7th Floor
                                       New York, NY 10022

Date of Event Requiring Statement:     05/18/2022