Attached files
Exhibit 99.1
Tenax Therapeutics Announces Closing of
$10 Million Underwritten Offering
Morrisville, NC, December 11, 2018 – Tenax
Therapeutics, Inc. (Nasdaq: TENX) (“Tenax” or the
“Company”), a specialty pharmaceutical company focused
on identifying, developing and commercializing products for the
critical care market, today announced the closing of an
underwritten offering for gross proceeds of approximately $10
million, prior to deducting underwriting discounts and commissions
and offering expenses payable by Tenax.
The
offering was comprised of 5,181,346 units, priced at an offering
price of $1.93 per unit, with each unit consisting of one share of
Series A convertible preferred stock, having a conversion price of
$1.93, a two-year warrant to purchase one share of common stock
with an exercise price of $1.93 per share, and a five-year warrant
to purchase one share of common stock with an exercise price of
$1.93 per share. The Series A convertible preferred stock issued in
this transaction includes a beneficial ownership limitation on
conversion, but has no dividend rights (except to the extent that
dividends are also paid on the common stock), liquidation
preference or other preferences over common stock, and has no
voting rights (with certain customary exceptions). The Series A
convertible preferred stock has full ratchet price based
anti-dilution protection. The exercise price of the warrants is
fixed and the warrants do not contain any variable pricing features
or any price-based anti-dilutive features. The securities
comprising the units are immediately separable and have been issued
separately.
A total
of 5,181,346 shares of Series A convertible preferred stock
convertible into 5,181,346 shares of common stock, and total
warrants to purchase 10,362,692 shares of common stock were issued
in the offering.
Ladenburg
Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann
Financial Services Inc. (NYSE American: LTS), acted as sole
book-running manager in connection with the offering.
The
securities were offered pursuant to a registration statement on
Form S-1 (File No. 333-228212), which was declared effective by the
United States Securities and Exchange Commission
(“SEC”) on December 7, 2018.
This
press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. A
final prospectus relating to this offering has been filed by the
Company with the SEC. Copies of the final prospectus can be
obtained at the SEC's website at www.sec.gov or from Ladenburg
Thalmann & Co. Inc., Attn: Prospectus Department, 277 Park
Avenue, 26th Floor, New York, New York 10172, by calling (212)
409-2000.
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About Tenax Therapeutics
Tenax
Therapeutics, Inc., is a specialty pharmaceutical company focused
on identifying, developing and commercializing products for the
critical care market. The Company has a world-class scientific team
including recognized global experts in pulmonary hypertension. The
Company owns the North American rights to develop and commercialize
levosimendan and is currently initiating a Phase 2 clinical trial
for the use of levosimendan in the treatment of Pulmonary
Hypertension associated with Heart Failure and preserved Ejection
Fraction (PH-HFpEF). For more information, visit
www.tenaxthera.com.
About Levosimendan
Levosimendan
is a calcium sensitizer that works through a unique triple
mechanism of action. It initially was developed for intravenous use
in hospitalized patients with acutely decompensated heart failure.
It was discovered and developed by Orion Pharma, Orion Corporation
of Espoo Finland, and is currently approved in over 60 countries
for this indication and not available in the United States. Tenax
Therapeutics acquired the North American rights to develop and
commercialize levosimendan from Phyxius Pharma, Inc.
Caution Regarding Forward-Looking Statements
This
news release contains certain forward-looking statements by the
Company that involve risks and uncertainties and reflect the
Company’s judgment as of the date of this release. The
forward-looking statements are subject to a number of risks and
uncertainties, including, but not limited to matters beyond the
Company’s control that could lead to delays in the clinical
study, new product introductions and customer acceptance of these
new products; matters beyond the Company’s control that could
impact the Company’s continued compliance with Nasdaq listing
requirements; the impact of management changes on the
Company’s business and unanticipated charges, costs and
expenditures not currently contemplated that may occur as a result
of management changes; and other risks and uncertainties as
described in the Company’s filings with the Securities and
Exchange Commission, including in its annual report on Form 10-K
filed on April 2, 2018, as well as its other filings with the SEC.
The Company disclaims any intent or obligation to update these
forward-looking statements beyond the date of this release.
Statements in this press release regarding management’s
future expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
Contacts
Investor
Contact
ICR
Stephanie
Carrington, 646-277-1282
stephanie.carrington@icrinc.com
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