TENAX THERAPEUTICS, INC. — Director's Dealing 2021

Jul 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TENAX THERAPEUTICS, INC. (TENX)
CIK: 0000034956
Period of Report: 2021-07-08

Reporting Person: ARMISTICE CAPITAL, LLC (Director)
Reporting Person: Armistice Capital Master Fund Ltd. (Director)
Reporting Person: Boyd Steven (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-08	Warrant (right to buy)	$0.0001	A	4773269	Acquired		Common Stock (4773269)	Indirect
2021-07-08	Warrant (right to buy)	$1.97	A	4773269	Acquired		Common Stock (4773269)	Indirect

Footnotes

F1: 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.

F2: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. 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 A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3: (Continued from footnote 2) 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.