Tenax Therapeutics Announces Pricing of $10 Million Underwritten Offering
08 December 2018 - 5:02AM
Business Wire
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 pricing 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 is 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 will be issued
separately. The closing of the offering is expected to take place
on or about December 11, 2018, subject to the satisfaction or
waiver of customary closing conditions.
The Company intends to use the net proceeds from this offering
to further its clinical trials and efforts to obtain regulatory
approval of levosimendan, for research and development and for
general corporate purposes, including working capital and potential
acquisitions.
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 will be filed by the
Company with the SEC. When available, 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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20181207005435/en/
Investor Contact:ICRStephanie Carrington,
646-277-1282stephanie.carrington@icrinc.com
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