Tenax Therapeutics Announces $8.0 Million Registered Direct and PIPE Offerings Priced At-the-Market Under Nasdaq Rules
July 06 2020 - 7:50PM
Business Wire
Tenax Therapeutics, Inc. (Nasdaq: TENX) (“Tenax” or the
“Company”), a specialty pharmaceutical company focused on
identifying, developing, and commercializing products that address
cardiovascular and pulmonary diseases with high unmet medical need,
today announced that it has entered into a definitive agreement
with a single healthcare-focused institutional investor for the
issuance and sale of 2,523,611 shares of its common stock at a
purchase price of $1.02780 per share and pre-funded warrants to
purchase up to 652,313 shares of common stock, at a purchase price
of $1.02770 per pre-funded warrant (which represents the per share
offering price for the common stock less the $0.0001, the exercise
price of each pre-funded warrant), in a registered direct offering
priced at-the-market under Nasdaq rules. Additionally, in a
concurrent private placement, Tenax has also agreed to issue to the
investor pre-funded warrants to purchase up to 4,607,692 shares of
common stock, at the same purchase price as in the registered
direct offering, as well as unregistered warrants to purchase up to
an aggregate of 7,783,616 shares of common stock. The aggregate
gross proceeds to the Company of both offerings is expected to be
approximately $8.0 million. As part of the offerings and subject to
Nasdaq rules, the investor will have the right to designate two
directors to the Company’s Board of Directors. The offerings are
expected to close on or about July 8, 2020, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offerings.
The unregistered warrants will have an exercise price $0.903 per
share and exercise period commencing immediately upon issuance date
and a term of five and one-half (5.5) years.
Tenax currently intends to use the net proceeds from the
offerings to further its clinical trials of levosimendan, for
research and development and general corporate purposes, including
working capital and potential acquisitions.
The shares of common stock and pre-funded warrants offered in
the registered direct offering (including the shares of common
stock underlying the pre-funded warrants) are being offered and
sold by Tenax pursuant to a “shelf” registration statement on Form
S-3 (Registration No. 333-2244951), including a base prospectus,
previously filed with and declared effective by the Securities and
Exchange Commission (SEC) on May 23, 2018. The offering of the
shares of common stock and the pre-funded warrants to be issued in
the registered direct offering are being made only by means of a
prospectus supplement that forms a part of the registration
statement. A final prospectus supplement and an accompanying base
prospectus relating to the registered direct offering will be filed
with the SEC and will be available on the SEC's website located at
http://www.sec.gov. Electronic copies
of the prospectus supplement and accompanying base prospectus may
also be obtained from H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or
e-mail at placements@hcwco.com.
The unregistered pre-funded warrants and unregistered warrants
described above were offered in a private placement under Section
4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and
Regulation D promulgated thereunder and, along with the shares of
common stock underlying the pre-funded warrants and the warrants,
have not been registered under the Act, or applicable state
securities laws. Accordingly, the pre-funded warrants, warrants and
underlying shares of common stock may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Tenax Therapeutics Tenax Therapeutics, Inc., is a
specialty pharmaceutical company focused on identifying,
developing, and commercializing products that address
cardiovascular and pulmonary diseases with high unmet medical need.
The Company has a world-class scientific advisory team including
recognized global experts in pulmonary hypertension. The Company
owns North American rights to develop and commercialize
levosimendan and has recently released topline data regarding their
Phase 2 clinical trial for the use of levosimendan in the treatment
of Pulmonary Hypertension associated with Heart Failure and
preserved Ejection Fraction (PH-HFpEF). For more information, visit
www.tenaxthera.com.
Caution Regarding Forward-Looking Statements This news
release contains certain forward-looking statements by the Company
that involve risks and uncertainties and reflect the Company’s
judgment as of the date of this release. The forward-looking
statements are subject to a number of risks and uncertainties,
including, but not limited to market and other conditions, the
completion of the offerings, the satisfaction of customary closing
conditions related to the offerings and the intended use of net
proceeds from the offerings, as well as matters beyond the
Company’s control that could lead to delays in the clinical study,
new product introductions and customer acceptance of these new
products; matters beyond the Company’s control that could impact
the Company’s continued compliance with Nasdaq listing
requirements; the impact of management changes on the Company’s
business and unanticipated charges, costs and expenditures not
currently contemplated that may occur as a result of management
changes; and other risks and uncertainties as described in the
Company’s filings with the Securities and Exchange Commission,
including in its annual report on Form 10-K filed on March 30,
2020, and its quarterly report on Form 10-Q filed on May 15, 2020,
as well as its other filings with the SEC. The Company disclaims
any intent or obligation to update these forward-looking statements
beyond the date of this release, except as required by law.
Statements in this press release regarding management’s future
expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
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version on businesswire.com: https://www.businesswire.com/news/home/20200706005615/en/
Investor Contact: ICR Stephanie Carrington, 646-277-1282
Stephanie.carrington@icrinc.com
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