Form SC 13G - Statement of Beneficial Ownership by Certain Investors

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Tenax Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

88032L605

(CUSIP Number)

August 8, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAMES OF REPORTING PERSONS Vivo Opportunity Fund Holdings, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

6,249,990 (1)(2)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,249,990 (1)(2)

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,249,990 (1)(2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (2)
12.	TYPE OF REPORTING PERSON PN

(1)

The number represents 208,333 shares of common stock, par value $0.0001 per share (the “Common Stock”) of Tenax Therapeutics, Inc. (the “Issuer”), pre-funded warrants to purchase 3,958,327 shares of the Issuer’s Common Stock (the “Pre-Funded Warrants”), along with accompanying warrants (the “Warrants”) to purchase 2,083,330 shares of the Issuer’s Common Stock (or, in lieu thereof, additional pre-funded warrants), based on 3,408,906 shares of Common Stock of the Issuer outstanding as of August 10, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2024. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.

(2)

The Pre-Funded Warrants and the Warrants contain provisions preventing the Reporting Persons from exercising them into shares of the Issuer’s Common Stock, if such exercise would result in the holder obtaining greater than 9.99% of the Issuer’s voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon exercise of the Pre-Funded Warrants and the Warrants in full, and do not give effect to the blocking provisions.

1.	NAMES OF REPORTING PERSONS Vivo Opportunity, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

6,249,990 (1)(2)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,249,990 (1)(2)

SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,249,990 (1)(2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (2)
12.	TYPE OF REPORTING PERSON OO

(1)

The number represents 208,333 shares of Common Stock of the Issuer, Pre-Funded Warrants to purchase 3,958,327 shares of the Issuer’s Common Stock, along with accompanying Warrants to purchase 2,083,330 shares of the Issuer’s Common Stock (or, in lieu thereof, additional pre-funded warrants), based on 3,408,906 shares of Common Stock of the Issuer outstanding as of August 10, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2024. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.

(2)

Item 1.

Issuer

	(a)	Name of Issuer:

		Tenax Therapeutics, Inc. (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices:

		101 Glen Lennox Drive, Suite 300, Chapel Hill, North Carolina, 27517

Item 2.

Filing Person

(a) – (c)

Name of Persons Filing; Address; Citizenship:

(i)

Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and

(ii)

Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.

		The address of the principal business office of the Reporting Persons is 192 Lytton Avenue, Palo Alto, CA 94301.

	(d)	Title of Class of Securities:

		Common Stock, par value $0.0001 per share (“Common Stock”).

	(e)	CUSIP Number: 88032L605

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under Section 15 of the Act;

(b)	¨	Bank as defined in Section 3(a)(6) of the Act;

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	¨	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

	(a) and (b)	Amount beneficially owned:
		The information set forth in rows 5 through 11 of the cover pages is incorporated by reference into this Item 4. The shares reported in this Schedule 13G include 208,333 shares of Common Stock of the Issuer, pre-funded warrants to purchase 3,958,327 shares of the Issuer’s Common Stock (the “Pre-Funded Warrants”), along with accompanying warrants (the “Warrants”) to purchase 2,083,330 shares of the Issuer’s Common Stock (or, in lieu thereof, additional pre-funded warrants). All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. The Pre-Funded Warrants and the Warrants contain provisions preventing the Reporting Persons from exercising them into shares of the Issuer’s Common Stock, if such exercise would result in the holder obtaining greater than 9.99% of the Issuer’s voting securities. However, the amounts reported in this Item 4 herein represent the number of shares of Common Stock that would be issuable upon exercise of the Pre-Funded Warrants and the Warrants in full, and do not give effect to the blocking provisions.

	(c)	Number of shares as to which such person has:

Reporting Person	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Percentage of Common Stock Outstanding
Vivo Opportunity Fund Holdings, L.P.		6,249,990		0		6,249,990		0		9.99	%*
Vivo Opportunity, LLC		6,249,990		0		6,249,990		0		9.99	%*

The percent of class was based on 3,408,906 shares of Common Stock of the Issuer outstanding as of August 10, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2024, after giving effect to the blocking provisions described above, which prevent the Reporting Persons from exercising the Pre-Funded Warrants or the Warrants in excess of 9.99% of the Issuer’s voting securities.

Item 5.	Ownership of Five Percent or Less of a Class. Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person. Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable.

Item 8.	Identification and Classification of Members of the Group. Not applicable.

Item 9.	Notice of Dissolution of Group. Not applicable.

Item 10.	Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 14, 2024

VIVO OPPORTUNITY FUND HOLDINGS, L.P,

By:	Vivo Opportunity, LLC
Its:	General Partner

/s/ Kevin Dai

Name:

Kevin Dai

Title:

Managing Member

VIVO OPPORTUNITY, LLC

/s/ Kevin Dai
Name:	Kevin Dai
Title:	Managing Member

EXHIBIT INDEX

Exhibit

99.1	Joint Filing Statement

EXHIBIT 99.1

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Date: August 14, 2024