UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
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Tenax Therapeutics, Inc. |
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(Name of Issuer) |
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Common Stock, $0.0001 par value per share |
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(Title of Class of Securities) |
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August 8, 2024 |
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(Date of Event Which Requires Filing of this
Statement) |
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
1
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 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).
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1 |
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NAME OF REPORTING PERSON |
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Biotechnology Value Fund, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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| NUMBER OF |
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5 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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0 |
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| OWNED BY |
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6 |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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180,067 (1) |
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| PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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180,067 (1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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180,067 (1) |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.3% (1) |
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12 |
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TYPE OF REPORTING PERSON |
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PN |
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(1) Includes 1,111 Shares (as defined below) underlying
certain Pre-Funded Warrants (as defined below). The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker (as defined below).
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1 |
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NAME OF REPORTING PERSON |
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BVF I GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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| NUMBER OF |
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5 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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0 |
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| OWNED BY |
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6 |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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180,067 (1) |
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| PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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180,067 (1) |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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180,067 (1) |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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5.3% (1) |
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12 |
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TYPE OF REPORTING PERSON |
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OO |
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(1) Includes 1,111 Shares underlying certain Pre-Funded
Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.
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1 |
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NAME OF REPORTING PERSON |
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Biotechnology Value Fund II, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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| NUMBER OF |
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5 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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0 |
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| OWNED BY |
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6 |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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140,059 |
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| PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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140,059 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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140,059 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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4.1% |
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12 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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BVF II GP LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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| NUMBER OF |
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5 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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0 |
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| OWNED BY |
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6 |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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140,059 |
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| PERSON WITH |
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7 |
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SOLE DISPOSITIVE POWER |
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0 |
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8 |
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SHARED DISPOSITIVE POWER |
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140,059 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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140,059 |
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10 |
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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4.1% |
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12 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Biotechnology Value Trading Fund OS LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands |
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| NUMBER OF |
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5 |
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SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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0 |
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| OWNED BY |
|
6 |
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SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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14,696 |
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| PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
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0 |
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|
8 |
|
SHARED DISPOSITIVE POWER |
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14,696 |
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9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
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|
| |
|
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|
14,696 |
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10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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Less than 1% |
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12 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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BVF Partners OS Ltd. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands |
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| NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
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| SHARES |
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| BENEFICIALLY |
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0 |
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| OWNED BY |
|
6 |
|
SHARED VOTING POWER |
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| EACH |
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| REPORTING |
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14,696 |
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| PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
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| |
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0 |
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|
8 |
|
SHARED DISPOSITIVE POWER |
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14,696 |
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9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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| |
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| |
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14,696 |
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10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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| |
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| |
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|
Less than 1% |
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12 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
|
NAME OF REPORTING PERSON |
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|
BVF GP Holdings LLC |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
| |
|
|
|
(b) ☐ |
| |
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3 |
|
SEC USE ONLY |
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4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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| |
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|
Delaware |
|
| NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
0 |
|
| OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
320,126 (1) |
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| PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
0 |
|
| |
|
8 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
320,126 (1) |
|
| |
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
320,126 (1) |
|
| |
10 |
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
| |
|
|
|
|
| |
|
|
|
|
|
| |
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
| |
|
|
|
|
| |
|
|
|
9.4% (1) |
|
| |
12 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
OO |
|
(1) Includes 1,111 Shares underlying certain Pre-Funded
Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.
|
|
|
|
|
|
|
|
|
|
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|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
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|
| |
|
|
|
BVF Partners L.P. |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
| |
|
|
|
(b) ☐ |
| |
|
|
|
|
|
| |
3 |
|
SEC USE ONLY |
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|
| |
|
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| |
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|
| |
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
Delaware |
|
| NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
0 |
|
| OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
340,660 (1) |
|
| PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
0 |
|
| |
|
8 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
340,660 (1) |
|
| |
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
340,660 (1) |
|
| |
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% (1) |
|
| |
12 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
PN, IA |
|
(1) Includes 1,111 Shares underlying certain Pre-Funded
Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.
|
|
|
|
|
|
|
|
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1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
BVF Inc. |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
| |
|
|
|
(b) ☐ |
| |
|
|
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| |
3 |
|
SEC USE ONLY |
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| |
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| |
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|
| |
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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| |
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| |
|
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|
Delaware |
|
| NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
0 |
|
| OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
340,660 (1) |
|
| PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
0 |
|
| |
|
8 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
340,660 (1) |
|
| |
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
340,660 (1) |
|
| |
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% (1) |
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| |
12 |
|
TYPE OF REPORTING PERSON |
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| |
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| |
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CO |
|
(1) Includes 1,111 Shares underlying certain Pre-Funded
Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.
|
|
|
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|
|
|
|
|
|
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|
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|
| |
1 |
|
NAME OF REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
Mark N. Lampert |
|
| |
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
| |
|
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|
(b) ☐ |
| |
|
|
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| |
3 |
|
SEC USE ONLY |
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| |
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| |
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| |
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
|
|
| |
|
|
|
United States |
|
| NUMBER OF |
|
5 |
|
SOLE VOTING POWER |
|
| SHARES |
|
|
|
|
|
| BENEFICIALLY |
|
|
|
|
0 |
|
| OWNED BY |
|
6 |
|
SHARED VOTING POWER |
|
| EACH |
|
|
|
|
|
| REPORTING |
|
|
|
|
340,660 (1) |
|
| PERSON WITH |
|
7 |
|
SOLE DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
0 |
|
| |
|
8 |
|
SHARED DISPOSITIVE POWER |
|
| |
|
|
|
|
|
| |
|
|
|
|
340,660 (1) |
|
| |
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
| |
|
|
|
|
| |
|
|
|
340,660 (1) |
|
| |
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% (1) |
|
| |
12 |
|
TYPE OF REPORTING PERSON |
|
| |
|
|
|
|
| |
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|
IN |
|
(1) Includes 1,111 Shares underlying certain Pre-Funded
Warrants. The Pre-Funded Warrants are subject to the Pre-Funded Warrants Blocker.
| Item 1(a). | Name of Issuer: |
Tenax Therapeutics, Inc., a Delaware corporation
(the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
101 Glen Lennox Drive, Suite 300,
Chapel Hill, North Carolina 27517
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
Biotechnology Value Fund, L.P. (“BVF”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF I GP LLC (“BVF GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF II GP LLC (“BVF2 GP”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Trading Fund OS LP (“Trading
Fund OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF Partners OS Ltd. (“Partners OS”)
PO Box 309 Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Citizenship: Cayman Islands
BVF GP Holdings LLC (“BVF GPH”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Inc.
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: Delaware
Mark N. Lampert (“Mr. Lampert”)
44 Montgomery St., 40th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to as a
“Reporting Person” and collectively as the “Reporting Persons.”
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.0001 par value per share
(the “Shares”)
88032L605
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing
is a: |
| |
|
/x/ |
Not applicable. |
| |
|
|
|
| |
(a) |
/ / |
Broker or dealer registered under Section 15 of the Exchange Act. |
| |
|
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|
| |
(b) |
/ / |
Bank as defined in Section 3(a)(6) of the Exchange Act. |
| |
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| |
(c) |
/ / |
Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| |
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| |
(d) |
/ / |
Investment company registered under Section 8 of the Investment Company Act. |
| |
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| |
(e) |
/ / |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| |
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|
| |
(f) |
/ / |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| |
|
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| |
(g) |
/ / |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| |
|
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|
| |
(h) |
/ / |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| |
|
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|
| |
(i) |
/ / |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
| |
|
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| |
(j) |
/ / |
A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| |
|
|
|
| |
(k) |
/ / |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| (a) | Amount beneficially owned: |
As of the close of business on August 19,
2024, the Reporting Persons held pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 10,771,543
Shares. Each Pre-Funded Warrant is exercisable for one Share at an exercise price of $0.01 per Share. The Pre-Funded Warrants are immediately
exercisable and have no expiration date. The exercise of the Pre-Funded Warrants is subject to the limitations of the Pre-Funded Warrants
Blocker (as defined and described below). The Pre-Funded Warrants provide that a holder of Pre-Funded Warrants will not have the right
to exercise any portion of its Pre-Funded Warrants if such holder, together with its Attribution Parties (as defined in the Form of Prefunded
Warrant to Purchase Common Stock, which is attached as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 6, 2024), would beneficially own in excess of 9.99% of the number of Shares outstanding immediately
after giving effect to such exercise (the “Pre-Funded Warrants Blocker”); provided, however, that each holder may increase
or decrease the Pre-Funded Warrants Blocker by giving notice to the Issuer, with any such increase not taking effect until the sixty-first
(61st) day after such notice is delivered to the Issuer but not to any percentage in excess of 19.99%. As of August 19, 2024,
the Pre-Funded Warrants Blocker limits the exercise of the Pre-Funded Warrants by the Reporting Persons to 1,111 out of 10,771,543 Shares
underlying the Pre-Funded Warrants owned by the Reporting Persons in the aggregate.
As of the close of business on August 19,
2024, the Reporting Persons also held an aggregate of 5,555,546 warrants (the “Warrants”). The Warrants can be exercised at
any time after their original issuance for Shares, or in lieu thereof, additional Pre-Funded Warrants. The Warrants are immediately exercisable
and expire at the earlier of (i) 30 trading days following the date of the Issuer’s initial public announcement of topline data
from its Phase 3 LEVEL trial (the “Topline Data Announcement”), (ii) immediately upon the exercise of the Pre-Funded Warrants
if such exercise is prior to the Topline Data Announcement, provided that if the Pre-Funded Warrant is not exercised in full, the Warrant
expires proportionally to the extent the Pre-Funded Warrant is exercised, and (iii) August 8, 2029. The Warrants provide that a holder
of Warrants will not have the right to exercise any portion of its Warrants if such holder, together with its Attribution Parties (as
defined in the Form of Warrant to Purchase Common Stock or Pre-Funded Warrants, which is attached as Exhibit 4.2 to the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2024), would beneficially own in excess of 9.99%
of the number of Shares outstanding immediately after giving effect to such exercise (the “Warrants Blocker”); provided, however,
that each holder may increase or decrease the Warrants Blocker by giving notice to the Issuer, with any such increase not taking effect
until the sixty-first (61st) day after such notice is delivered to the Issuer but not to any percentage in excess of 19.99%.
If the holder is not permitted to exercise a Warrant for Shares due to the foregoing limitation, then the holder may exercise the Warrant
for an equivalent number of Pre-Funded Warrants with an exercise price of $0.01 as long as the Pre-Funded Warrants Blocker is equivalent
to the Warrants Blocker. As of August 19, 2024, none of the Warrants held by the Reporting Persons are exercisable due to the Warrants
Blocker.
As of the close of business on August 19,
2024 (i) BVF beneficially owned 180,067 Shares, including 1,111 Shares underlying certain Pre-Funded Warrants held by it and excluding
(a) 5,675,914 Shares underlying certain Pre-Funded Warrants and (b) 2,927,991 Shares underlying certain Warrants held by it; (ii) BVF2
beneficially owned 140,059 Shares, excluding (a) 4,443,098 Shares underlying certain Pre-Funded Warrants and (b) 2,291,578 Shares underlying
certain Warrants held by it; and (iii) Trading Fund OS beneficially owned 14,696 Shares, excluding (a) 466,213 Shares underlying certain
Pre-Funded Warrants and (b) 240,455 Shares underlying certain Warrants held by it.
BVF GP, as the general partner of BVF, may
be deemed to beneficially own the 180,067 Shares beneficially owned by BVF.
BVF2 GP, as the general partner of BVF2, may
be deemed to beneficially own the 140,059 Shares beneficially owned by BVF2.
Partners OS, as the general partner of Trading
Fund OS, may be deemed to beneficially own the 14,696 Shares beneficially owned by Trading Fund OS.
BVF GPH, as the sole member of each of BVF
GP and BVF2 GP, may be deemed to beneficially own the 320,126 Shares beneficially owned in the aggregate by BVF and BVF2.
Partners, as the investment manager of BVF,
BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 340,660 Shares beneficially owned
in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”),
including 5,838 Shares held in the Partners Managed Account, which excludes (a) 185,207 Shares underlying certain Pre-Funded Warrants
and (b) 95,522 Shares underlying certain Warrants held in the Partners Managed Account.
BVF Inc., as the general partner of Partners,
may be deemed to beneficially own the 340,660 Shares beneficially owned by Partners.
Mr. Lampert, as a director and officer of
BVF Inc., may be deemed to beneficially own the 340,660 Shares beneficially owned by BVF Inc.
The foregoing should not be construed in and
of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims
beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned
by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial
ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership
of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement
shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
The following percentages are based upon a
denominator that is the sum of (i) 3,408,906 Shares outstanding, as of August 10, 2024, which is the total number of Shares outstanding
as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2024 and (ii) 1,111 Shares issuable upon
the exercise of certain Pre-Funded Warrants owned by the Reporting Persons, as applicable.
As of the close of business on August 19,
2024, (i) BVF beneficially owned approximately 5.3% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 4.1% of the
outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially
own approximately 5.3% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 4.1% of the outstanding
Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially
own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially
own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| 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. |
BVF GP, BVF GPH, Partners, BVF Inc. and Mr.
Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share
voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive
power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.
| Item 7. | Identification and Classification of the Subsidiary That 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. |
See Exhibit 99.1.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below each of
the undersigned certifies that, to the best of its 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.
SIGNATURE
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 19, 2024
| BIOTECHNOLOGY VALUE FUND, L.P. |
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP |
| |
|
|
|
| By: |
BVF I GP LLC, its general partner |
|
By: |
BVF Partners L.P., its investment manager |
| |
|
|
By: |
BVF Inc., its general partner |
| By: |
/s/ Mark N. Lampert |
|
|
|
| |
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
| |
Chief Executive Officer |
|
|
Mark N. Lampert |
| |
|
|
|
President |
| |
|
|
|
|
| BVF I GP LLC |
|
|
|
| |
|
|
BVF GP HOLDINGS LLC |
| By: |
/s/ Mark N. Lampert |
|
|
| |
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
| |
Chief Executive Officer |
|
|
Mark N. Lampert |
| |
|
|
|
Chief Executive Officer |
| |
|
|
|
|
| BIOTECHNOLOGY VALUE FUND II, L.P. |
|
|
| |
|
|
BVF PARTNERS L.P. |
| By: |
BVF II GP LLC, its general partner |
|
|
| |
|
|
By: |
BVF Inc., its general partner |
| By: |
/s/ Mark N. Lampert |
|
|
|
| |
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
| |
Chief Executive Officer |
|
|
Mark N. Lampert |
| |
|
|
|
President |
| |
|
|
|
|
| BVF II GP LLC |
|
|
|
| |
|
|
BVF INC. |
| By: |
/s/ Mark N. Lampert |
|
|
| |
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
| |
Chief Executive Officer |
|
|
Mark N. Lampert |
| |
|
|
|
President |
| |
|
|
|
|
| BVF PARTNERS OS LTD. |
|
|
|
| |
|
|
/s/ Mark N. Lampert |
| By: |
BVF Partners L.P., its sole member |
|
MARK N. LAMPERT |
| By: |
BVF Inc., its general partner |
|
|
| |
|
|
|
|
| By: |
/s/ Mark N. Lampert |
|
|
| |
Mark N. Lampert |
|
|
| |
President |
|
|
|
Exhibit 99.1
Joint Filing Agreement
The undersigned hereby agree that
the Statement on Schedule 13G dated August 19, 2024 with respect to the Common Stock, $0.0001 par value per share, of Tenax Therapeutics,
Inc., a Delaware corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf
of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended.
Dated: August 19, 2024
| BIOTECHNOLOGY VALUE FUND, L.P. |
|
BIOTECHNOLOGY VALUE TRADING FUND OS LP |
| |
|
|
|
| By: |
BVF I GP LLC, its general partner |
|
By: |
BVF Partners L.P., its investment manager |
| |
|
|
By: |
BVF Inc., its general partner |
| By: |
/s/ Mark N. Lampert |
|
|
|
| |
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
| |
Chief Executive Officer |
|
|
Mark N. Lampert |
| |
|
|
|
President |
| |
|
|
|
|
| BVF I GP LLC |
|
|
|
| |
|
|
BVF GP HOLDINGS LLC |
| By: |
/s/ Mark N. Lampert |
|
|
| |
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
| |
Chief Executive Officer |
|
|
Mark N. Lampert |
| |
|
|
|
Chief Executive Officer |
| |
|
|
|
|
| BIOTECHNOLOGY VALUE FUND II, L.P. |
|
|
| |
|
|
BVF PARTNERS L.P. |
| By: |
BVF II GP LLC, its general partner |
|
|
| |
|
|
By: |
BVF Inc., its general partner |
| By: |
/s/ Mark N. Lampert |
|
|
|
| |
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
| |
Chief Executive Officer |
|
|
Mark N. Lampert |
| |
|
|
|
President |
| |
|
|
|
|
| BVF II GP LLC |
|
|
|
| |
|
|
BVF INC. |
| By: |
/s/ Mark N. Lampert |
|
|
| |
Mark N. Lampert |
|
By: |
/s/ Mark N. Lampert |
| |
Chief Executive Officer |
|
|
Mark N. Lampert |
| |
|
|
|
President |
| |
|
|
|
|
| BVF PARTNERS OS LTD. |
|
|
|
| |
|
|
/s/ Mark N. Lampert |
| By: |
BVF Partners L.P., its sole member |
|
MARK N. LAMPERT |
| By: |
BVF Inc., its general partner |
|
|
| |
|
|
|
|
| By: |
/s/ Mark N. Lampert |
|
|
| |
Mark N. Lampert |
|
|
| |
President |
|
|
|
Tenax Therapeutics (NASDAQ:TENX)
過去 株価チャート
から 11 2024 まで 12 2024
Tenax Therapeutics (NASDAQ:TENX)
過去 株価チャート
から 12 2023 まで 12 2024
