4//SEC Filing
ARMISTICE CAPITAL, LLC 4
Accession 0000899243-22-018968
CIK 0000034956other
Filed
May 18, 8:00 PM ET
Accepted
May 19, 9:24 PM ET
Size
40.5 KB
Accession
0000899243-22-018968
Insider Transaction Report
Form 4
Armistice Capital Master Fund Ltd.
Director10% Owner
Transactions
- Award
Common Stock Purchase Warrants
2022-05-18+2,072,538→ 2,072,538 total(indirect: See footnote)Exercise: $0.63From: 2018-12-11Exp: 2025-12-11→ Common Stock (2,072,538 underlying) - Award
Series C Common Stock Purchase Warrants
2022-05-18+10,596,027→ 10,596,027 total(indirect: See footnote)Exercise: $0.63→ Common Stock (10,596,027 underlying) - Disposition to Issuer
Warrant (right to buy)
2022-05-18−4,773,269→ 0 total(indirect: See footnote)Exercise: $1.97From: 2021-07-08Exp: 2027-01-08→ Common Stock (4,773,269 underlying) - Disposition to Issuer
Series B Common Stock Purchase Warrants
2022-05-18−3,175,924→ 0 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2026-01-08→ Common Stock (3,175,924 underlying) - Disposition to Issuer
Common Stock Purchase Warrants
2022-05-18−2,360,313→ 0 total(indirect: See footnote)Exercise: $1.04From: 2020-03-13Exp: 2025-09-15→ Common Stock (2,360,313 underlying) - Award
Common Stock Purchase Warrants
2022-05-18+2,360,313→ 2,360,313 total(indirect: See footnote)Exercise: $0.63From: 2020-03-13Exp: 2027-09-15→ Common Stock (2,360,313 underlying) - Award
Pre-Funded Common Stock Purchase Warrants
2022-05-18+10,596,027→ 10,596,027 total(indirect: See footnote)Exercise: $0.00→ Common Stock (10,596,027 underlying) - Disposition to Issuer
Common Stock Purchase Warrants
2022-05-18−2,072,538→ 0 total(indirect: See footnote)Exercise: $1.93From: 2018-12-11Exp: 2020-12-11→ Common Stock (2,072,538 underlying) - Award
Warrant (right to buy)
2022-05-18+4,773,269→ 4,773,269 total(indirect: See footnote)Exercise: $0.63From: 2021-07-08Exp: 2029-01-08→ Common Stock (4,773,269 underlying) - Award
Series B Common Stock Purchase Warrants
2022-05-18+3,175,924→ 3,175,924 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2028-01-08→ Common Stock (3,175,924 underlying) - Disposition to Issuer
Series C Common Stock Purchase Warrants
2022-05-18−4,607,692→ 0 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2026-01-08→ Common Stock (4,607,692 underlying) - Award
Series C Common Stock Purchase Warrants
2022-05-18+4,607,692→ 4,607,692 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2028-01-08→ Common Stock (4,607,692 underlying)
Boyd Steven
Director10% Owner
Transactions
- Award
Warrant (right to buy)
2022-05-18+4,773,269→ 4,773,269 total(indirect: See footnote)Exercise: $0.63From: 2021-07-08Exp: 2029-01-08→ Common Stock (4,773,269 underlying) - Disposition to Issuer
Series B Common Stock Purchase Warrants
2022-05-18−3,175,924→ 0 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2026-01-08→ Common Stock (3,175,924 underlying) - Award
Pre-Funded Common Stock Purchase Warrants
2022-05-18+10,596,027→ 10,596,027 total(indirect: See footnote)Exercise: $0.00→ Common Stock (10,596,027 underlying) - Disposition to Issuer
Warrant (right to buy)
2022-05-18−4,773,269→ 0 total(indirect: See footnote)Exercise: $1.97From: 2021-07-08Exp: 2027-01-08→ Common Stock (4,773,269 underlying) - Award
Series B Common Stock Purchase Warrants
2022-05-18+3,175,924→ 3,175,924 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2028-01-08→ Common Stock (3,175,924 underlying) - Disposition to Issuer
Series C Common Stock Purchase Warrants
2022-05-18−4,607,692→ 0 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2026-01-08→ Common Stock (4,607,692 underlying) - Award
Series C Common Stock Purchase Warrants
2022-05-18+4,607,692→ 4,607,692 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2028-01-08→ Common Stock (4,607,692 underlying) - Disposition to Issuer
Common Stock Purchase Warrants
2022-05-18−2,360,313→ 0 total(indirect: See footnote)Exercise: $1.04From: 2020-03-13Exp: 2025-09-15→ Common Stock (2,360,313 underlying) - Award
Common Stock Purchase Warrants
2022-05-18+2,360,313→ 2,360,313 total(indirect: See footnote)Exercise: $0.63From: 2020-03-13Exp: 2027-09-15→ Common Stock (2,360,313 underlying) - Disposition to Issuer
Common Stock Purchase Warrants
2022-05-18−2,072,538→ 0 total(indirect: See footnote)Exercise: $1.93From: 2018-12-11Exp: 2020-12-11→ Common Stock (2,072,538 underlying) - Award
Common Stock Purchase Warrants
2022-05-18+2,072,538→ 2,072,538 total(indirect: See footnote)Exercise: $0.63From: 2018-12-11Exp: 2025-12-11→ Common Stock (2,072,538 underlying) - Award
Series C Common Stock Purchase Warrants
2022-05-18+10,596,027→ 10,596,027 total(indirect: See footnote)Exercise: $0.63→ Common Stock (10,596,027 underlying)
ARMISTICE CAPITAL, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Warrant (right to buy)
2022-05-18−4,773,269→ 0 total(indirect: See footnote)Exercise: $1.97From: 2021-07-08Exp: 2027-01-08→ Common Stock (4,773,269 underlying) - Award
Warrant (right to buy)
2022-05-18+4,773,269→ 4,773,269 total(indirect: See footnote)Exercise: $0.63From: 2021-07-08Exp: 2029-01-08→ Common Stock (4,773,269 underlying) - Disposition to Issuer
Series B Common Stock Purchase Warrants
2022-05-18−3,175,924→ 0 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2026-01-08→ Common Stock (3,175,924 underlying) - Award
Series B Common Stock Purchase Warrants
2022-05-18+3,175,924→ 3,175,924 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2028-01-08→ Common Stock (3,175,924 underlying) - Disposition to Issuer
Series C Common Stock Purchase Warrants
2022-05-18−4,607,692→ 0 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2026-01-08→ Common Stock (4,607,692 underlying) - Award
Series C Common Stock Purchase Warrants
2022-05-18+4,607,692→ 4,607,692 total(indirect: See footnote)Exercise: $0.90From: 2020-07-08Exp: 2028-01-08→ Common Stock (4,607,692 underlying) - Disposition to Issuer
Common Stock Purchase Warrants
2022-05-18−2,360,313→ 0 total(indirect: See footnote)Exercise: $1.04From: 2020-03-13Exp: 2025-09-15→ Common Stock (2,360,313 underlying) - Award
Common Stock Purchase Warrants
2022-05-18+2,360,313→ 2,360,313 total(indirect: See footnote)Exercise: $0.63From: 2020-03-13Exp: 2027-09-15→ Common Stock (2,360,313 underlying) - Disposition to Issuer
Common Stock Purchase Warrants
2022-05-18−2,072,538→ 0 total(indirect: See footnote)Exercise: $1.93From: 2018-12-11Exp: 2020-12-11→ Common Stock (2,072,538 underlying) - Award
Common Stock Purchase Warrants
2022-05-18+2,072,538→ 2,072,538 total(indirect: See footnote)Exercise: $0.63From: 2018-12-11Exp: 2025-12-11→ Common Stock (2,072,538 underlying) - Award
Pre-Funded Common Stock Purchase Warrants
2022-05-18+10,596,027→ 10,596,027 total(indirect: See footnote)Exercise: $0.00→ Common Stock (10,596,027 underlying) - Award
Series C Common Stock Purchase Warrants
2022-05-18+10,596,027→ 10,596,027 total(indirect: See footnote)Exercise: $0.63→ Common Stock (10,596,027 underlying)
Footnotes (6)
- [F1]On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- [F2]These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise.
- [F3]The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F4]These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 19.99% beneficial owner of the Shares following such exercise.
- [F5]The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.
- [F6](Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.
Issuer
TENAX THERAPEUTICS, INC.
CIK 0000034956
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001601086
Filing Metadata
- Form type
- 4
- Filed
- May 18, 8:00 PM ET
- Accepted
- May 19, 9:24 PM ET
- Size
- 40.5 KB