Tenax Therapeutics Announces $25 Million Private Placement Financing with RTW Investments

Tenax Therapeutics announces a $25 million private placement financing to support Phase 3 clinical trials and general operations.

Quiver AI Summary

Tenax Therapeutics, Inc. has announced a private placement financing agreement with RTW Investments that is expected to generate approximately $25 million in gross proceeds. This financing will involve the sale of 378,346 shares of common stock at $6.04 each, along with pre-funded warrants to purchase 3,760,726 shares at $6.03, with an exercise price of $0.01. The deal is set to close on March 5, 2025, pending customary conditions, and will be managed by placement agents including Leerink Partners. Proceeds from this funding will be allocated towards advancing Phase 3 clinical trials, alongside other general corporate expenses. The securities are not registered under the Securities Act and a registration statement will be filed with the SEC within 45 days post-closing. The press release includes a caution about forward-looking statements, highlighting risks that could affect the company's future performance.

Potential Positives

• Tenax Therapeutics has secured approximately $25 million in gross proceeds through a private placement financing, enhancing its financial position.
• The funds from the private placement are earmarked for advancing ongoing and planned Phase 3 clinical trials, which is crucial for the company's growth and development.
• The company plans to file a registration statement with the SEC to allow the resale of shares, facilitating future liquidity for investors.

Potential Negatives

• The company is raising $25 million through a private placement, which may indicate a need for immediate capital to support operations or ongoing clinical trials, reflecting potential cash flow concerns.
• The securities being issued have not been registered under the Securities Act, which may limit the ability for investors to resell their shares easily, potentially affecting investor confidence.
• The reliance on forward-looking statements highlights significant uncertainty regarding the company's future business operations and financial stability, which could raise concerns among investors and stakeholders.

FAQ

What is Tenax Therapeutics' recent financing announcement?

Tenax Therapeutics announced a private placement financing with RTW Investments expected to raise approximately $25 million.

How many shares are being sold in the private placement?

The private placement includes 378,346 shares of common stock and pre-funded warrants for 3,760,726 shares.

What will the proceeds from the financing be used for?

The proceeds will be used to advance Phase 3 clinical trials and for working capital and general corporate purposes.

Who are the placement agents for this private placement?

Leerink Partners is the lead placement agent, with Guggenheim Securities and William Blair as joint placement agents.

When is the expected closing date for the private placement?

The private placement is expected to close on March 5, 2025, pending customary closing conditions.

Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.

$TENX Hedge Fund Activity

We have seen 7 institutional investors add shares of $TENX stock to their portfolio, and 11 decrease their positions in their most recent quarter.

Here are some of the largest recent moves:

• JANUS HENDERSON GROUP PLC added 166,666 shares (+inf%) to their portfolio in Q4 2024, for an estimated $1,031,662
• MORGAN STANLEY added 74,185 shares (+28532.7%) to their portfolio in Q4 2024, for an estimated $459,205
• STONEPINE CAPITAL MANAGEMENT, LLC removed 50,000 shares (-100.0%) from their portfolio in Q4 2024, for an estimated $309,500
• SPHERA FUNDS MANAGEMENT LTD. removed 29,166 shares (-100.0%) from their portfolio in Q4 2024, for an estimated $180,537
• VESTAL POINT CAPITAL, LP removed 28,144 shares (-33.8%) from their portfolio in Q4 2024, for an estimated $174,211
• ADAR1 CAPITAL MANAGEMENT, LLC removed 27,730 shares (-44.4%) from their portfolio in Q4 2024, for an estimated $171,648
• MILLENNIUM MANAGEMENT LLC added 26,809 shares (+inf%) to their portfolio in Q4 2024, for an estimated $165,947

To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.

Full Release

CHAPEL HILL, N.C., March 05, 2025 (GLOBE NEWSWIRE) -- Tenax Therapeutics, Inc. (Nasdaq: TENX) (the “Company” or “Tenax Therapeutics”), a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies, today announced that it has entered into a securities purchase agreement for a private placement financing with RTW Investments, which is expected to result in total gross proceeds of approximately $25 million to the Company, before deducting placement agent fees and other private placement expenses.

The private placement will be for an aggregate of 378,346 shares of the Company’s common stock and pre-funded warrants to purchase an aggregate of 3,760,726 shares of common stock. The purchase price for each share of common stock is $6.04 (provided, the purchase price for each pre-funded warrant is $6.03, with the pre-funded warrants having an exercise price of $0.01). The pre-funded warrants are exercisable at any time after their original issuance and will not expire. The private placement is expected to close on March 5, 2025, subject to the satisfaction of customary closing conditions.

Leerink Partners is acting as the lead placement agent for the private placement and is joined by Guggenheim Securities and William Blair as joint placement agents.

The Company intends to use the net proceeds from the private placement to advance the Company’s ongoing and planned Phase 3 clinical trials, as well as for working capital, capital expenditures, and other general corporate purposes.

The securities to be issued in connection with the private placement described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and have not been registered under the Securities Act, or any state or other applicable jurisdictions’ securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. Tenax Therapeutics has agreed to file a registration statement with the United States Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock issued in the private placement and the shares of common stock issuable upon the exercise of the pre-funded warrants issued in the private placement, no later than 45 days after the closing of the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

Caution Regarding Forward-Looking Statements



Except for historical information, all of the statements, expectations and assumptions contained in this press release are forward-looking statements. These forward-looking statements may include information concerning possible or projected future business operations. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: risks associated with market conditions and the satisfaction of closing conditions related to the private placement; the use of proceeds from this private placement and the Company’s existing cash and cash equivalents, the Company’s cash runway with the net proceeds from this offering, and risks associated with the Company’s cash needs; and risks and uncertainties associated with the Company’s business and finances in general; and other risks and uncertainties set forth from time to time in the Company’s SEC filings. Tenax Therapeutics assumes no obligation and does not intend to update these forward-looking statements except as required by law.

Contact:

Investor and Media:

Merrill Barrett


Argot Partners



tenax@argotpartners.com

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.