TENAX THERAPEUTICS Files S-3 Shelf Registration

TL;DR

**TENAX just filed an S-3, giving them a green light to sell new stock or bonds later, so watch for potential dilution or debt increases.**

AI Summary

TENAX THERAPEUTICS, INC. filed an S-3 registration statement on March 24, 2026, allowing them to potentially sell new securities like stocks or bonds in the future. This filing, under SEC Accession No. 0001654954-26-002661, doesn't mean they are selling anything right now, but it gives them the flexibility to raise capital quickly if needed. For current or prospective shareholders, this matters because future sales of new shares could dilute the value of existing shares, while bond sales would increase the company's debt obligations.

Why It Matters

This S-3 filing provides TENAX THERAPEUTICS, INC. with the option to raise capital efficiently in the future, which could fund operations or new projects but also potentially dilute existing shareholders.

Risk Assessment

Risk Level: medium — While not an immediate sale, an S-3 filing introduces the future risk of dilution for shareholders or increased debt for the company.

Analyst Insight

A smart investor would monitor TENAX THERAPEUTICS, INC. for any subsequent prospectus supplements, which would indicate an actual offering of securities and provide details on potential dilution or debt increases.

Key Players & Entities

• TENAX THERAPEUTICS, INC. (company) — the filer of the S-3 registration statement
• 0000034956 (person) — CIK of TENAX THERAPEUTICS, INC.
• March 24, 2026 (date) — the filing date of the S-3
• 333-294561 (person) — File No. for the S-3 registration

FAQ

Key Financial Figures

• $300,000,000 — rch 24, 2026 PRELIMINARY PROSPECTUS $300,000,000 Common stock Preferred Stock Debt
• $14.27 — rted sale price of our common stock was $14.27 per share. We recommend that you obtain
• $25.0 million — 25 Offering") raising gross proceeds of $25.0 million. We intend to use the net proceeds from
• $100.0 million — ering, in addition to the approximately $100.0 million raised in August 2024, to advance our P
• $250 million — ompany if the Company has (i) less than $250 million in market value of its shares held by n
• $100 million — second fiscal quarter or (ii) less than $100 million of annual revenues in its most recent f
• $700 million — res held by non-affiliates of less than $700 million as of the last business day of its seco

Filing Documents

• tennx_s3.htm (S-3) — 376KB
• tennx_ex418.htm (EX-4.18) — 332KB
• tennx_ex51.htm (EX-5.1) — 28KB
• tennx_ex231.htm (EX-23.1) — 2KB
• tennx_ex107.htm (EX-FILING FEES) — 31KB
• tennx_s3img3.jpg (GRAPHIC) — 4KB
• tennx_s3img4.jpg (GRAPHIC) — 6KB
• tennx_ex51img2.jpg (GRAPHIC) — 4KB
• tennx_ex51img3.jpg (GRAPHIC) — 9KB
• 0001654954-26-002661.txt ( ) — 917KB
• tennx_ex107_htm.xml (XML) — 6KB

USE OF PROCEEDS

USE OF PROCEEDS 8 PLAN OF DISTRIBUTION 9

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 12 DESCRIPTION OF WARRANTS 16 DESCRIPTION OF DEBT SECURITIES 18 DESCRIPTION OF THE UNITS 20 DESCRIPTION OF THE RIGHTS 21 LEGAL MATTERS 23 EXPERTS 23 WHERE YOU CAN FIND ADDITIONAL INFORMATION 23 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 23 2 Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC"), utilizing a shelf registration process. Under this shelf registration process, we may offer shares of our common stock, shares of our preferred stock, debt securities, warrants for such securities, rights to purchase common stock, preferred stock, debt securities or units, or units consisting of a combination of any such securities, in one or more offerings, up to a total dollar amount of $300,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to any offering. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. Prospectus supplements and any related free writing prospectus may also add, update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement or any related free writing prospectus will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the appli

RISK FACTORS

RISK FACTORS Investing in our securities involves a high degree of risk. Before purchasing our securities, you should consider carefully the risks and uncertainties described in the section entitled " Risk Factors " contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 10, 2026, which are incorporated in this prospectus by reference in their entirety, as well as in subsequently filed SEC reports and any prospectus supplement, together with all of the other information included in this prospectus. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not currently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations and cash flow could be materially and adversely affected. In that case, the trading price of our common stock could decline and you might lose all or part of your investment. Please also refer to the section entitled " Special Note Regarding Forward-Looking Statements ." 7 Table of Contents

USE OF PROCEEDS

USE OF PROCEEDS We intend to use the net proceeds from the sale of any securities offered under this prospectus for general corporate purposes unless otherwise indicated in the applicable prospectus supplement. General corporate purposes may include research and development costs, including the conduct of one or more clinical trials and the development and manufacturing, and potentially commercialization if approved by regulatory authorities, of our product candidates, working capital, capital expenditures and other general corporate purposes. We may temporarily invest the net proceeds in a variety of capital preservation instruments, including investment grade, interest bearing instruments and U.S. government securities, until they are used for their stated purpose. We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds. 8 Table of Contents PLAN OF DISTRIBUTION We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions: at a fixed price or prices, which may be changed; at market prices prevailing at the time of sale; at prices related to such prevailing market prices; or at negotiated prices. In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders. We may directly solicit offers to purchase securities, or agents may be designated to solicit such offers. In the prospectus supplement relating to such offering, we will name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions that we must pay to any

View Full Filing

View this S-3 filing on SEC EDGAR