---
schema_version: "secwatch.filing_event.v1"
accession: "0001654954-23-001434"
form_type: "8-K"
ticker: "TENX"
cik: "0000034956"
company_name: "TENAX THERAPEUTICS, INC."
filed_at: "2023-02-07T23:59:59+00:00"
generated_at: "2026-06-19T23:17:44.100112+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Tenax Therapeutics raises ~$15.6M in public offering of common stock and warrants

## Summary
- Priced 8,666,666 shares (or pre-funded warrants) plus 17,333,332 warrants at $1.80/unit.
- Gross proceeds ~$15.6M; net proceeds ~$14.1M after fees and expenses.
- Warrants exercisable at $2.25/share, expire 5 years from issuance.
- Proceeds to fund Phase 3 trial of imatinib for PAH and levosimendan for PH-HFpEF.
- Offering closed Feb 7, 2023; post-closing shares outstanding 9,265,099.

## SEC filing metadata
- accession: 0001654954-23-001434
- form_type: 8-K
- ticker: TENX
- cik: 0000034956
- company_name: TENAX THERAPEUTICS, INC.
- filed_at: 2023-02-07T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/34956/000165495423001434/0001654954-23-001434-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/34956/000165495423001434/tenx_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001654954-23-001434
- JSON: https://secwatch.observer/filing/0001654954-23-001434.json
- Plain text: https://secwatch.observer/filing/0001654954-23-001434.txt

## Key facts
- Material Agreements
  TENAX THERAPEUTICS, INC. entered into Securities Purchase Agreement with certain purchasers valued at Gross proceeds of approximately $15.6 million (effective 2023-02-03).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain purchasers
  - Value: Gross proceeds of approximately $15.6 million
  - Effective: 2023-02-03
  source text: On February 3, 2023, Tenax Therapeutics, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”) and a securities purchase agreement (the “Purchase Agreement”) with certain purchasers for the purchase and sale, in a registered public offering by the Company (the “Public Offering”), of (i) an aggregate of 6,959,444 shares of its common stock, par value $0.0001 per share (“Common Stock”) and pre-funded warrants to purchase an aggregate of 1,707,222 shares of Common Stock (the “Pre-Funded Warrants”) and (ii) accompanying warrants to purchase up to an aggregate of 17,333,332 shares of its Common Stock (the “Common Warrants”) at a combined offering price of $1.80 per share of Common Stock and associated Common Warrant, or $1.799 per Pre-Funded Warrant and associated Common Warrant, resulting in gross proceeds of approximately $15.6 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/34956/000165495423001434/0001654954-23-001434-index.htm
- Material Agreements
  TENAX THERAPEUTICS, INC. entered into Placement Agency Agreement with Roth Capital Partners, LLC valued at Cash fee of 7% of aggregate gross proceeds raised in the Public Offering (effective 2023-02-03).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Roth Capital Partners, LLC
  - Value: Cash fee of 7% of aggregate gross proceeds raised in the Public Offering
  - Effective: 2023-02-03
  source text: (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Roth Capital Partners, LLC (the “Placement Agent”) and a securities purchase agreement (the “Purchase Agreement”) with certain purchasers for the purchase and sale, in a registered public offering by the Company (the “Public Offering”), of (i) an aggregate of 6,959,444 shares of its common stock, par value $0.0001 per share (“Common Stock”) and pre-funded warrants to purchase an aggregate of 1,707,222 shares of Common Stock (the “Pre-Funded Warrants”) and (ii) accompanying warrants to purchase up to an aggregate of 17,333,332 shares of its Common Stock (the “Common Warrants”) at a combined offering price of $1.80 per share of Common Stock and associated Common Warrant, or $1.799 per Pre-Funded Warrant and associated Common Warrant, resulting in gross proceeds of approximately $15.6 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/34956/000165495423001434/0001654954-23-001434-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.