SC 13G: TENAX THERAPEUTICS, INC.

AI Summary

SC 13G filing by TENAX THERAPEUTICS, INC..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — , Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of
• $0.01 — e for one Share at an exercise price of $0.01 per Share. The Pre-Funded Warrants are

Filing Documents

• sc13g07422tenx_08192024.htm (SC 13G) — 275KB
• ex991to13g07422tenx_081924.htm (EX-99.1) — 8KB
• 0000921895-24-001868.txt ( ) — 286KB

(a). Name of Issuer

Item 1(a). Name of Issuer: Tenax Therapeutics, Inc., a Delaware corporation (the “Issuer”).

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: 101 Glen Lennox Drive, Suite 300, Chapel Hill, North Carolina 27517

(a). Name of Person Filing

Item 2(a). Name of Person Filing

(b). Address of Principal Business Office or, if None, Residence

Item 2(b). Address of Principal Business Office or, if None, Residence

(c). Citizenship

Item 2(c). Citizenship Biotechnology Value Fund, L.P. (“BVF”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware BVF I GP LLC (“BVF GP”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware Biotechnology Value Fund II, L.P. (“BVF2”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware BVF II GP LLC (“BVF2 GP”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware Biotechnology Value Trading Fund OS LP (“Trading Fund OS”) PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands BVF Partners OS Ltd. (“Partners OS”) PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands BVF GP Holdings LLC (“BVF GPH”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware 12 CUSIP No. 88032L605 BVF Partners L.P. (“Partners”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware BVF Inc. 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: Delaware Mark N. Lampert (“Mr. Lampert”) 44 Montgomery St., 40th Floor San Francisco, California 94104 Citizenship: United States Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Common Stock, $0.0001 par value per share (the “Shares”)

(e). CUSIP Number

Item 2(e). CUSIP Number: 88032L605

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: /x/ Not applicable. (a) / / Broker or dealer registered under Section 15 of the Exchange Act. (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act. (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) / / Investment company registered under Section 8 of the Investment Company Act. (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). (k) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____ 13 CUSIP No. 88032L605

Ownership

Item 4. Ownership (a) Amount beneficially owned: As of the close of business on August 19, 2024, the Reporting Persons held pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 10,771,543 Shares. Each Pre-Funded Warrant is exercisable for one Share at an exercise price of $0.01 per Share. The Pre-Funded Warrants are immediately exercisable and have no expiration date. The exercise of the Pre-Funded Warrants is subject to the limitations of the Pre-Funded Warrants Blocker (as defined and described below). The Pre-Funded Warrants provide that a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its Attribution Parties (as defined in the Form of Prefunded Warrant to Purchase Common Stock, which is attached as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2024), would beneficially own in excess of 9.99% of the number of Shares outstanding immediately after giving effect to such exercise (the “Pre-Funded Warrants Blocker”); provided, however, that each holder may increase or decrease the Pre-Funded Warrants Blocker by giving notice to the Issuer, with any such increase not taking effect until the sixty-first (61 st ) day after such notice is delivered to the Issuer but not to any percentage in excess of 19.99%. As of August 19, 2024, the Pre-Funded Warrants Blocker limits the exercise of the Pre-Funded Warrants by the Reporting Persons to 1,111 out of 10,771,543 Shares underlying the Pre-Funded Warrants owned by the Reporting Persons in the aggregate. As of the close of business on August 19, 2024, the Reporting Persons also held an aggregate of 5,555,546 warrants (the “Warrants”). The Warrants can be exercised at any time after their original issuance for Shares, or in lieu thereof, additional Pre-Funded Warrants. The Warrants are immediately e

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. Not Applicable.

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the

Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. See Exhibit 99.1. 16 CUSIP No. 88032L605

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not Applicable.

Certifications

Item 10. Certifications. By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 17 CUSIP No. 88032L605 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 19, 2024 BIOTECHNOLOGY VALUE FUND, L.P. BIOTECHNOLOGY VALUE TRADING FUND OS LP By: BVF I GP LLC, its general partner By: BVF Partners L.P., its investment manager By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF I GP LLC BVF GP HOLDINGS LLC By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert Chief Executive Officer BIOTECHNOLOGY VALUE FUND II, L.P. BVF PARTNERS L.P. By: BVF II GP LLC, its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF II GP LLC BVF INC. By: /s/ Mark N. Lampert Mark N. Lampert By: /s/ Mark N. Lampert Chief Executive Officer Mark N. Lampert President BVF PARTNERS OS LTD. /s/ Mark N. Lampert By: BVF Partners L.P., its sole member MARK N. LAMPERT By: BVF Inc., its general partner By: /s/ Mark N. Lampert Mark N. Lampert President 18

View Full Filing

View this SC 13G filing on SEC EDGAR