Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 10:26AM
Edgar (US Regulatory)
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. 2)*
Tenax Therapeutics,
Inc.
(Name of Issuer)
Common Stock,
par value $0.0001 per share
(Title of Class of Securities)
88032L100
(CUSIP Number)
December
31, 2019
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No: 88032L100
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(1)
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Names of Reporting Persons
Iroquois Capital Management L.L.C.
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole Voting Power
0
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(6)
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Shared Voting Power
569,950 shares of Common Stock issuable upon exercise of
Warrants (See Item 4)*
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(7)
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Sole Dispositive Power
0
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(8)
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Shared Dispositive Power
569,950 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
569,950 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(10)
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Check Box if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in
Row (9)
4.99%
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(12)
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Type of Reporting Person (See Instructions)
OO
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* As more fully described in Item 4, the Warrants are subject to
a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full
exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock
beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
CUSIP No: 88032L100
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(1)
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Names of Reporting Persons
Richard Abbe
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole Voting Power
984,454 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(6)
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Shared Voting Power
569,950 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)*
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(7)
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Sole Dispositive Power
984,454 shares of Common Stock issuable upon exercise of Warrants
(See Item 4)*
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(8)
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Shared Dispositive Power
569,950 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,554,404 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
4.99%
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(12)
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Type of Reporting Person (See Instructions)
IN; HC
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* As more fully described in Item 4, the Warrants are subject to
a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full
exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock
beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
CUSIP No: 88032L100
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(1)
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Names of Reporting Persons
Kimberly Page
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole Voting Power
0
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(6)
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Shared Voting Power
569,950 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(7)
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Sole Dispositive Power
0
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(8)
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Shared Dispositive Power
569,950 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
569,950 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
4.99%
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(12)
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Type of Reporting Person (See Instructions)
IN
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* As more fully described in Item 4, the Warrants are subject to
a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full
exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock
beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
This Amendment No. 2 (this “Amendment”) amends the statement
on Schedule 13G filed on December 14, 2018, as amended on February 14, 2019 (the “Original Schedule 13G”) with respect
to the Common Stock, $0.0001 par value (the “Common Stock”) of Tenax Therapeutics, Inc., a Delaware corporation (the
“Company”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in
the Original Schedule 13G. This Amendment amends and restates Item 4 and Item 5 in their entirety as set forth below.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover
page for each Reporting Person is based on 6,741,860 shares of Common Stock outstanding as of November 11, 2019, as represented
in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019, and
assumes the exercise of the Company's reported warrants (the “Reported Warrants”), subject to the Blocker (as defined
below).
Pursuant to the terms of the Reported Warrants, the Reporting Persons
cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more
than 4.99% of the outstanding shares of Common Stock (the “Blocker”), and the percentage set forth in Row 11 of the
cover page for each Reporting Person gives effect to the Blocker. Consequently, as of the date of the event which requires the
filing of this statement, the Reporting Persons were not able to exercise all of the Reported Warrants due to the Blocker.
As of the date of the event which requires filing of this statement,
Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held warrants to purchase 569,950 shares of Common Stock and Iroquois
Capital Investment Group LLC (“ICIG”) held warrants to purchase 984,454 shares of Common Stock.
Mr. Abbe shares authority and responsibility for the investments
made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such,
Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Warrants
(subject to the Blocker) held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and
Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf
of ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Warrants
(subject to the Blocker) held by, Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission
by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting
Persons hereby disclaims any beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest
therein.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following: x
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.
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2020
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IROQUOIS CAPITAL MANAGEMENT L.L.C.
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By:
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/s/ Richard Abbe
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Richard Abbe, President
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/s/ Richard Abbe
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Richard Abbe
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/s/ Kimberly Page
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Kimberly Page
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