Tenax Therapeutics announces oversubscribed $100M private placement

Tenax Therapeutics has entered into a securities purchase agreement for an oversubscribed private placement financing that is expected to result in total gross proceeds of approximately $100 million to the Company, before deducting placement agent fees and other private placement expenses. The private placement was led by new investor BVF Partners LP, with participation from other new investors, including Venrock Healthcare Capital Partners, Vivo Capital, Janus Henderson Investors, a large investment management firm, Vestal Point Capital, Velan Capital, ADAR1 Capital Management, LLC, Stonepine Capital Management, and Sphera Biotech. The private placement will be for an aggregate of 1,450,661 shares of the Company’s common stock and pre-funded warrants to purchase an aggregate of 31,882,671 shares of common stock, along with accompanying warrants to purchase an aggregate of 16,666,666 shares of common stock. The purchase price for each share of common stock and accompanying warrant is $3.00, with the accompanying warrant having an exercise price of $4.50. The pre-funded warrants are exercisable at any time after their original issuance and will not expire. The accompanying warrants are immediately exercisable and expire upon the earlier of 30 trading days following the date of the Company’s initial public announcement of topline data from its Phase 3 LEVEL trial; upon the exercise of the holder’s pre-funded warrant issued in this private placement, if such exercise is prior to the topline data announcement; and five years from the date of closing of this private placement. The private placement is expected to close on August 8, 2024, 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. ROTH Capital Partners is acting as financial advisor to the Company. The Company intends to use the net proceeds from the private placement to complete its ongoing Phase 3 LEVEL trial, to initiate all sites and advance enrollment in a second planned Phase 3 trial of oral levosimendan, and for working capital, capital expenditures, and other general corporate purposes. The proceeds from the private placement, combined with the Company’s current cash and cash equivalents, are expected to fund the Company’s operations through the end of 2027.