Tenax Therapeutics, Inc 8-K/A, filed Mar 30, 2021

Tenax Therapeutics, Inc. (TENX)

8-K/A 2021-03-30 For: 2021-01-15

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Added on April 11, 2026

About this 8-K/A

Tenax Therapeutics, Inc filed this 8-K/A on March 30, 2021, reporting on events of January 15, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware		001-34600		26-2593535
(State or other jurisdiction of incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

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

Exhibit No.		Description
2.1		Agreement and Plan of Merger among PHPrecisionMed Inc., Tenax Therapeutics, Inc., Life Newco II, Inc., and Dr. Stuart Rich dated January 15, 2021*
4.1		Certificate of Designation of Series B Convertible Preferred Stock*
10.1		Employment Agreement with Dr. Stuart Rich dated January 15, 2021*
23.1		Consent of Independent Registered Public Accounting Firm
99.1		Press Release dated January 19, 2021*
99.2		Audited financial statements of PHPrecisionMed Inc. as of and for the year ended December 31, 2019
99.3		Unaudited financial statements of PHPrecisionMed Inc. as of and for the nine months ended September 30, 2020
99.4		Unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2020 and the unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2019

Date: March 30, 2021	Tenax Therapeutics, Inc.


	By: /s/ Michael B. Jebsen
	Michael B. Jebsen
	President and Chief Financial Officer

	PAGE
Independent Auditors’ Report	3
Financial Statements
Balance Sheet as of December 31, 2019	4
Statement of Operations for the Year Ended December 31, 2019	5
Statement of Changes in Members’ Equity for the Year Ended December 31, 2019	6
Statement of Cash Flows for the Year Ended December 31, 2019	7
Notes to Financial Statements	8

	December 31, 2019

ASSETS
Current assets
Cash and cash equivalents	$11,607
Prepaid expenses	5,000
Total current assets	16,607

Total assets	$16,607

LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable	$13,434
Total current liabilities	13,434

Total liabilities	13,434


Members' Equity
Contributions	35,000
Accumulated deficit	(31,827)
Total members’ equity	3,173
Total liabilities and members' equity	$16,607

	For the year ended December 31,
	2019

Operating expenses
Professional fees	$(30,484)
Other expenses	(1,343)
Total operating expenses	(31,827)

Net Loss	$(31,827)

	Members' Equity

Balance at December 31, 2018	$-
Capital contributed	35,000
Net loss	(31,827)
Balance at December 31, 2019	$3,173

	Year ended December 31,
	2019

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$(31,827)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities
Prepaid expenses	(5,000)
Accounts payable	13,434
Net cash used in operating activities	(23,393)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from member capital contributions	35,000
Net cash provided by financing activities	35,000

Net change in cash and cash equivalents	11,607
Cash and cash equivalents, beginning of period	-
Cash and cash equivalents, end of period	$11,607

	PAGE

Financial Statements
Balance Sheets (Unaudited) as of September 30, 2020 and December 31, 2019	3
Statements of Operations (Unaudited) for the Nine Months Ended September 30, 2020 and 2019	4
Statements of Changes in Members’ Equity (Unaudited) for the Nine Months Ended September 30, 2020 and 2019	5
Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2020 and 2019	6
Notes to Financial Statements	7

	September 30, 2020	December 31, 2019
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$47,006	$11,607
Prepaid expenses	5,000	5,000
Total current assets	52,006	16,607
Total assets	$52,006	$16,607

LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable	$20,801	$13,434
Total current liabilities	20,801	13,434

Total liabilities	20,801	13,434


Members' Equity
Contributions	35,000	35,000
Accumulated deficit	(3,795)	(31,827)
Total members’ equity	31,205	3,173
Total liabilities and members' equity	$52,006	$16,607

	Nine months ended S eptember 30,
	2020	2019
	(unaudited)	(unaudited)

Grant Revenue	$55,000	$-

Operating expenses
Professional fees	(26,160)	(10,679)
Other expenses	(808)	(934)
Total operating expenses	(26,968)	(11,613)


Net Income (Loss)	$28,032	$(11,613)

	Nine months ended September 30,
	2020	2019
	(unaudited)	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$28,032	$(11,613)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Changes in operating assets and liabilities
Prepaid expenses	-	(5,000)
Accounts payable	7,367	7,179
Net cash provided by (used in) operating activities	35,399	(9,434)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from member capital contributions	-	20,000
Net cash provided by financing activities	-	20,000

Net change in cash and cash equivalents	35,399	10,566
Cash and cash equivalents, beginning of period	11,607	-
Cash and cash equivalents, end of period	$47,006	$10,566

	Historical
	Tenax Therapeutics, Inc.	PHPrecisionMed, Inc.	Pro Forma Adjustments		Pro Forma Combined

ASSETS
Current assets
Cash and cash equivalents	$8,235,532	$47,006	$(325,000)	(a)	$7,857,538
Marketable securities	472,648	-	-		472,648
Prepaid expenses	189,275	5,000	-		194,275
Total current assets	8,897,455	52,006	(325,000)		8,524,461
Right of use asset	87,285	-	-		87,285
Property and equipment, net	3,461	-	-		3,461
Other assets	8,435	-	-		8,435
Total assets	$8,996,636	$52,006	$(325,000)		$8,623,642

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$1,052,824	$20,801	$-		$1,073,625
Accrued liabilities	295,451	-	-		295,451
Note payable	30,900	-	-		30,900
Total current liabilities	1,379,175	20,801	-		1,399,976
Long term liabilities
Note payable	213,757	-	-		213,757
Total long term liabilities	213,757	-	-		213,757
Total liabilities	1,592,932	20,801	-		1,613,733

Stockholders' equity
Preferred stock	-	-	1	(b)	1
Common stock	1,262	-	189	(b)	1,451
Contributions	-	35,000	(35,000)	(b)	-
Additional paid-in capital	250,591,604	-	21,582,141	(b)	272,173,745
Accumulated other comprehensive gain	903	-	-		903
Accumulated deficit	(243,190,065)	(3,795)	(21,892,331)	(b)	(265,066,191)
Total stockholders’ equity	7,403,704	31,205	(325,000)		7,109,909
Total liabilities and stockholders' equity	$8,996,636	$52,006	$(325,000)		$8,723,642

Number of shares of Common Stock issued at closing (1)	1,892,905
Fair value per share of Common Stock (2)	$1.78


Number of Series B convertible preferred shares issued at closing (4)	10,232
Fair value per share	$1,780.00


Fair value of shares of Common Stock issued (3)	3,369,371
Fair Value of Series B Convertible Preferred Stock issued at closing (4)	18,212,960
Total fair value of consideration transferred	$21,582,331

	Historical
	Tenax Therapeutics, Inc.	PHPrecisionMed, Inc.	Pro Forma Adjustments		Pro Forma Combined

Grant Revenue	$-	$55,000	$-		$55,000

Operating expenses
General and administrative	3,364,890	26,968	-		3,391,858
Research and development	3,669,761	-	225,000	(c)	3,894,761
Total operating expenses	7,034,651	26,968	225,000		7,286,619

Net operating (loss) income	(7,034,651)	28,032	(225,000)		(7,231,619)

Interest expense	1,016	-	-		1,016
Other income, net	(14,038)	-	-		(14,038)
Net (loss) income	$(7,021,629)	$28,032	$(225,000)		$(7,244,641)

Unrealized loss on marketable securities	(445)	-	-		(445)
Total comprehensive (loss) income	$(7,021,184)	$28,032	$(225,000)		$(7,218,152)

Net loss per share, basic and diluted	$(0.73)				$(0.51)
Weighted average number of common shares outstanding, basic and diluted	9,590,741		1,892,905	(d)	14,320,260

	Historical
	Tenax Therapeutics, Inc.	PHPrecisionMed, Inc.	Pro Forma Adjustments		Pro Forma Combined

Operating expenses
General and administrative	$5,084,111	$31,827	$-		$5,115,938
Research and development	3,471,153	-	300,000	(c)	3,771,153
Total operating expenses	8,555,264	31,827	300,000		8,887,091

Net operating loss	(8,555,264)	(31,827)	(300,000)		(8,887,091)

Other income, net	160,901	-	-		160,901
Net loss	$(8,394,363)	$(31,827)	$(300,000)		$(8,726,190)

Unrealized loss on marketable securities	(58)	-	-		(58)
Total comprehensive loss	$(8,394,421)	$(31,827)	$(300,000)		$(8,726,248)

Net loss per share, basic and diluted	$(1.35)				$(1.08)
Weighted average number of common shares outstanding, basic and diluted	6,195,444		1,892,905	(d)	8,088,349


(i) Par value of common stock issued at closing	189

(ii) Par value of preferred stock issued at closing	1

(iii) Elimination of Member Capital	(35,000)

(iv) APIC for common/preferred issued at closing	21,582,141

(v) Elimination of PHPM retained deficit	3,795
Estimated acquisition costs not reflected in historical financials	(325,000)
Expense recognized for acquisition of asset	(21,551,126)
Net change in accumulated deficit	(21,872,331)

(1)	Represents the number of shares issued at the close of the acquisition on January 15, 2021 as set forth in the Merger Agreement.
(2)	Represents the closing price of the Company’s common stock on The NASDAQ Stock Market LLC on January 15, 2021.
(3)	Represents the number of shares issued at closing multiplied by the fair value per share.
(4)	Represents the fair value of 10,232 shares of the Company’s Series B Convertible Preferred Stock issued at the close of the acquisition on January 15, 2021. The Preferred Stock is convertible into an aggregate of 10,232,000 shares of the Company’s Common Stock as set forth in the Purchase Agreement. The rights, preferences and privileges of the Preferred Stock are set forth in the Certificate of Designation of Series B Convertible Preferred Stock that the Company filed with the Secretary of State of the State of Delaware on January 15, 2021. Each share of Preferred Stock will automatically convert into (i) 881.5 shares of Common Stock following receipt of the approval of the stockholders of the Company for the Conversion (as defined herein), and (ii) 118.5 shares of Common Stock 24 months after the date of issuance of the Preferred Stock, subject to reduction for indemnification claims. The number of shares of Common Stock into which the Preferred Stock converts is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.

Tangible assets	$52,006
Accounts payable	(20,801)
Total identifiable net assets	31,205
IPR&D expense recognized	21,551,126
Total fair value of consideration	$21,582,331