| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TENX | Warrant (right to buy) | Disposed to Issuer | -4.77M | -100% | 0 | May 18, 2022 | Common Stock | 4.77M | $1.97 | See footnote | F1, F2, F3 | ||
| transaction | TENX | Warrant (right to buy) | Award | +4.77M | 4.77M | May 18, 2022 | Common Stock | 4.77M | $0.63 | See footnote | F1, F2, F3 | |||
| transaction | TENX | Series B Common Stock Purchase Warrants | Disposed to Issuer | -3.18M | -100% | 0 | May 18, 2022 | Common Stock | 3.18M | $0.90 | See footnote | F1, F3, F4 | ||
| transaction | TENX | Series B Common Stock Purchase Warrants | Award | +3.18M | 3.18M | May 18, 2022 | Common Stock | 3.18M | $0.90 | See footnote | F1, F3, F4 | |||
| transaction | TENX | Series C Common Stock Purchase Warrants | Disposed to Issuer | -4.61M | -100% | 0 | May 18, 2022 | Common Stock | 4.61M | $0.90 | See footnote | F1, F3, F4 | ||
| transaction | TENX | Series C Common Stock Purchase Warrants | Award | +4.61M | 4.61M | May 18, 2022 | Common Stock | 4.61M | $0.90 | See footnote | F1, F3, F4 | |||
| transaction | TENX | Common Stock Purchase Warrants | Disposed to Issuer | -2.36M | -100% | 0 | May 18, 2022 | Common Stock | 2.36M | $1.04 | See footnote | F1, F2, F3 | ||
| transaction | TENX | Common Stock Purchase Warrants | Award | +2.36M | 2.36M | May 18, 2022 | Common Stock | 2.36M | $0.63 | See footnote | F1, F2, F3 | |||
| transaction | TENX | Common Stock Purchase Warrants | Disposed to Issuer | -2.07M | -100% | 0 | May 18, 2022 | Common Stock | 2.07M | $1.93 | See footnote | F1, F2, F3 | ||
| transaction | TENX | Common Stock Purchase Warrants | Award | +2.07M | 2.07M | May 18, 2022 | Common Stock | 2.07M | $0.63 | See footnote | F1, F2, F3 | |||
| transaction | TENX | Pre-Funded Common Stock Purchase Warrants | Award | +10.6M | 10.6M | May 18, 2022 | Common Stock | 10.6M | $0.00 | See footnote | F3, F5, F6 | |||
| transaction | TENX | Series C Common Stock Purchase Warrants | Award | +10.6M | 10.6M | May 18, 2022 | Common Stock | 10.6M | $0.63 | See footnote | F3, F5, F6 |
| Id | Content |
|---|---|
| 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. |
Each of the Master Fund and Armistice Capital may be deemed a director by deputization of the Issuer by virtue of the fact that Steven Boyd, a representative of the Master Fund and Armistice Capital, currently serves on the Issuer's board of directors.