Filed pursuant to Rule 424(b)(3)

SEC File No. 333- 269363

 

PROSPECTUS SUPPLEMENT NO. 2

(to Prospectus dated February 3, 2023)

 

8,666,666 Shares of Common Stock

Warrants to Purchase up to 17,333,332 Shares of Common Stock

Up to 17,333,332 Shares of Common Stock underlying Warrants

Pre-Funded Warrants to purchase up to 8,666,666 Shares of Common Stock

Up to 8,666,666 Shares of Common Stock underlying Pre-Funded Warrants

 

 

Tenax Therapeutics, Inc.

 

 

 

This prospectus supplement updates, amends and supplements the prospectus dated February 3, 2023, as amended by Prospectus Supplement No. 1 dated March 31, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333- 269363).  Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

 

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with information contained in our Current Report on Form 8-K filed with the SEC on April 13, 2023, which is set forth below.

 

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

 

Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “TENX.” The last reported closing price for our Common Stock on Nasdaq on April 12, 2023 was $0.39 per share. 

 

 

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 16 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense.

 

 

 

The date of this prospectus supplement is April 13, 2023

 

 

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 12, 2023 

 

Tenax Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34600

 

26-2593535

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

101 Glen Lennox Drive, Suite 300

Chapel Hill, North Carolina 27517

(Address of principal executive offices) (Zip Code)

 

919-855-2100

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

TENX

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 8.01 Other Events. 

 

On April 12, 2023, Tenax Therapeutics, Inc. (the “Company”) issued a press release providing a business update outlining the Company’s product development plans for 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Attached hereto as Exhibit 99.2 and incorporated herein by reference is a corporate presentation that the Company plans to use with various investors and analysts.

 

Item 9.01 Financial Statements and Exhibits. 

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated April 12, 2023.

99.2

 

Corporate Presentation of April 2023.

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 13, 2023

Tenax Therapeutics, Inc.

 

 

 

 

 

 

By:

/s/ Christopher T. Giordano

 

 

 

Christopher T. Giordano

 

 

 

President and Chief Executive Officer

 

 

 

3

 

 

EXHIBIT 99.1

 

 

Tenax Therapeutics Provides 2023 Business Update

 

 

·

Company to prioritize the clinical development of TNX-103 (oral levosimendan) for the treatment of pulmonary hypertension and heart failure with preserved ejection fraction (PH-HFpEF)

 

 

 

 

·

PH-HFpEF affects more than 1,600,000 North Americans, with estimates indicating a prevalence of more than 2,000,000 patients by 2030

 

 

 

 

·

Strategic decision based upon this significant unmet medical need, no FDA-approved therapies, and an expanding patent estate covering the use of levosimendan to treat PH-HFpEF which could provide protection in the U.S. until at least 2040

 

 

 

 

·

Company expects to initiate a Phase 3 trial of oral levosimendan in PH-HFpEF in 2023

 

CHAPEL HILL, N.C., Apr. 12, 2023 (GLOBE NEWSWIRE) -- Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, today provided a business update outlining the Company’s product development plans for 2023.

 

Based on a strategic review process which began in September 2022, the Company has decided to prioritize the Phase 3 testing of TNX-103 (oral levosimendan), with plans to commence a levosimendan Phase 3 study in 2023. The decision to prioritize the clinical development of TNX-103 ahead of imatinib is based on several factors, including a growing intellectual property estate that encompasses the use of levosimendan to treat PH-HFpEF in the United States, along with the significant market opportunity to develop the first FDA-approved therapy to address the millions of patients who suffer from this pervasive cardiovascular condition.

 

“Expanding our IP estate to include multiple formulations of levosimendan for use in the treatment of PH-HFpEF remains a key strategic objective for our company,” said Chris Giordano, Tenax Therapeutics’ Chief Executive Officer. “Our team has worked diligently to help ensure that levosimendan will have patent protections surrounding its use to treat patients with PH-HFpEF until at least 2040, and we anticipate receiving additional IP protection in 2023 to further expand this estate. By prioritizing the development of the oral formulation, we intend to provide patients a daily, oral strategy to maintain therapeutic levels of levosimendan, and maximize the commercial potential of this unique, promising drug. We are embarking on a cost-effective, efficient pathway to significant shareholder value.”

 

In March, the United States Patent and Trademark Office (USPTO) granted Tenax a patent that covers the use of intravenous (IV) levosimendan in patients with PH-HFpEF. This is the second levosimendan patent granted to the Company since early 2022, and provides a strong basis for a potentially successful review of a third patent that will specifically cover claims related to TNX-103 (oral levosimendan), which could be granted in 2023.

 

The impetus for expanding levosimendan’s intellectual property is largely derived from the positive clinical data and observations from the landmark HELP Study, including the innovative weekly 24-hour IV dosing, unique home-based site of administration, the transition from IV to oral therapy in a subset of patients (who continued in the OLE until the commencement of the transition sub study), and the novel findings of efficacy and safety in PH-HFpEF patients – all representing important discoveries and significant intellectual property. These discoveries, among others from the HELP Study, form the basis for U.S. patent applications Tenax has filed.

 

 

 

 

“Considering the therapeutic advancements that have been made across most areas of cardiovascular medicine over the last several decades, it is remarkable that, despite the millions of patients suffering with PH-HFpEF, not a single medication has been approved to treat this highly debilitating and life-threatening condition,” said Dr. Stuart Rich, Chief Medical Officer of Tenax Therapeutics. “While the pathophysiology of PH-HFpEF is not fully understood, we do know that levosimendan is the only medicine to show an improvement in six-minute walk distance in this specific patient population. We believe levosimendan has the potential to address this significant and underserved patient population, and we look forward to advancing this promising therapy into Phase 3 testing later this year.”

 

Clinical Development Pathway for Levosimendan in PH-HFpEF

 

Based on an end-of-Phase 2 meeting with the U.S. Food and Drug Administration (FDA), the FDA agreed that one or two Phase 3 clinical studies (depending on the size) with a primary endpoint of change in 6-minute walk distance over 12 weeks, or a single Phase 3 trial with clinical worsening (e.g., death, hospitalization for heart failure, or decline in exercise capacity) over 24 weeks would be sufficient to demonstrate the effectiveness of levosimendan in PH-HFpEF. The FDA also agreed to a plan to replace weekly intravenous levosimendan dosing with daily TNX-103 (oral) doses in a Phase 3 clinical study.

 

Based on data from the Company’s Phase 2 study and open-label extension, levosimendan was able to demonstrate its effect on relaxing the venous circulation – an underappreciated mechanistic feature of the drug that is thought to result in durable improvements in exercise capacity and quality of life, as well as other clinical assessments, in patients with PH-HFpEF. FDA has approved no pharmaceutical therapies for the treatment of PH-HFpEF.

 

With respect to imatinib, the decision to prioritize the Phase 3 testing of levosimendan places the start of a Phase 3 imatinib trial likely outside the 2023 timeframe, pending fundraising to support that trial, as well as other strategic considerations.

 

About Levosimendan (TNX-101, TNX-102, and TNX-103)

 

Levosimendan is a unique potassium ATP channel activator and calcium sensitizer that affects the heart and vascular system through multiple mechanisms of action. Initially discovered and developed by Orion Corporation in Finland, intravenous levosimendan is approved in over 60 countries outside the United States for use in hospitalized patients with acutely decompensated heart failure. Tenax Therapeutics has North American rights to develop and commercialize IV (TNX-101), subcutaneous (TNX-102), and oral (TNX-103) formulations of levosimendan. Results of Tenax Therapeutics’ Phase 2 trial of levosimendan in patients with pulmonary hypertension (PH) and heart failure with preserved ejection fraction (HFpEF) demonstrated that IV levosimendan produces potent dilation of the central and pulmonary venous circulations which translates into an improvement in exercise capacity, a discovery that forms the basis for the Phase 3 investigation of Tenax Therapeutics’ potential groundbreaking therapy. To date, no other drug therapy has improved exercise tolerance in patients with PH associated with HFpEF, recently referred to as the greatest unmet need in cardiovascular disease.

 

About Imatinib (TNX-201)

 

Tenax Therapeutics is developing novel dosing and a unique formulation of imatinib mesylate, a kinase inhibitor that has received FDA’s orphan designation (March 2020) for the treatment of pulmonary arterial hypertension (PAH). The IMPRES trial, a previous Phase 3 trial, demonstrated that oral imatinib may produce a markedly greater, and much more durable, treatment effect on exercise tolerance, than any other available PAH treatment, alone or in combination, based on the results observed in those patients who were maintained on the full imatinib dose for the majority of the trial. Despite the availability of several classes of pulmonary vasodilators, no existing treatment has been shown to halt progression or induce regression of the disease. Imatinib acts on underlying cellular proliferative pathways associated with PAH and has the potential to be approved as a disease modifying therapy for PAH.

 

 

 

 

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 owns North American rights to develop and commercialize subcutaneous and oral formulations of levosimendan. Tenax Therapeutics also is developing a unique oral formulation of imatinib. For more information, visit www.tenaxthera.com. Tenax’s common stock is listed on The Nasdaq Stock Market LLC under the symbol “TENX”.

 

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. 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 related to our business strategy, including the prioritization of product candidates; intellectual property risks; risks of our clinical trials, including, but not limited to, the timing, delays, costs, design, initiation, enrollment, and results of such trials; any delays in regulatory review and approval of product candidates in development; reliance on third parties, including Orion Corporation, our manufacturers and CROs; risks regarding the formulation, production, marketing, customer acceptance and clinical utility of our product candidates; our estimates regarding the potential market opportunity for our product candidates; the potential advantages of our product candidates; our competitive position; our ability to raise additional money to fund our operations for at least the next 12 months as a going concern; risks related to our continued listing on Nasdaq; our ability to maintain our culture and recruit, integrate and retain qualified personnel and advisors, including on our Board of Directors; volatility and uncertainty in the global economy and financial markets in light of the evolving COVID-19 pandemic and geopolitical uncertainties such as in Ukraine; changes in legal, regulatory and legislative environments in the markets in which we operate and the impact of these changes on our ability to obtain regulatory approval for our products; and other risks and uncertainties set forth from time to time in our SEC filings. Tenax Therapeutics assumes no obligation and does not intend to update these forward-looking statements except as required by law.

 

Contacts

 

Investor Contact:

John Mullaly

Managing Director

LifeSci Advisors, LLC

C: 617-429-3548

jmullaly@lifesciadvisors.com

 

 

 

 

EXHIBIT 99.2

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

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