Tenax Therapeutics, Inc. (NASDAQ:TENX), a specialty pharmaceutical company focused on identifying, developing and commercializing products that address cardiovascular and pulmonary diseases with high unmet medical need, announced today the pricing of a public offering of (i) 8,666,666 shares of its common stock (or pre-funded warrants in lieu thereof) and (ii) warrants to purchase up to 17,333,332 shares of its common stock (the “Public Warrants”) at a purchase price of $1.80 per share and associated Public Warrant. The Public Warrants will have an exercise price of $2.25 per share, are immediately exercisable, and will expire five years after their initial exercise date. The offering is expected to close on or about February 7, 2023, subject to customary closing conditions.
Roth Capital Partners is acting as our exclusive placement agent in the offering.
Gross proceeds, before deducting placement agent fees and commissions and offering expenses are expected to be approximately $15.6 million. The Company intends to use the net proceeds from the offering to progress the clinical development of imatinib for the treatment of PAH (which would include, initially, to launch its Phase 3 trial) and levosimendan for the treatment of PH-HFpEF, toward regulatory approval for the treatment of these and potentially other indications and, depending on patents pending that the Company expects the USPTO to make throughout 2023 and other factors determining near-term prioritization, channel the net proceeds towards these ends as well as for working capital, capital expenditures, continued product development, and other general corporate purposes.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-269363), as amended, that was declared effective by the U.S. Securities and Exchange Commission (“SEC”), on February 2, 2023. Copies of the accompanying prospectus relating to and describing the terms of the offering may be obtained, when available, at the SEC’s website at www.sec.gov or by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660 or by email at rothecm@roth.com.
This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
About Imatinib (TNX-201)
Tenax Therapeutics is developing novel dosing and a unique formulation of imatinib mesylate, a kinase inhibitor that has received FDA’s orphan designation (March 2020) for the treatment of pulmonary arterial hypertension (PAH). The IMPRES trial, a previous Phase 3 trial, demonstrated that oral imatinib may produce a markedly greater, and much more durable, treatment effect on exercise tolerance, than any other available PAH treatment, alone or in combination, based on the results observed in those patients who were maintained on the full imatinib dose for the majority of the trial. Despite the availability of several classes of pulmonary vasodilators, no existing treatment has been shown to halt progression or induce regression of the disease. Imatinib acts on underlying cellular proliferative pathways associated with PAH and has the potential to be the first disease modifying therapy for PAH.
About Levosimendan (TNX-101, TNX-102 and TNX-103)
Levosimendan is a unique potassium ATP channel activator and calcium sensitizer that affects the heart and vascular system through multiple mechanisms of action. Initially discovered and developed by Orion Corporation in Finland, intravenous levosimendan is approved in over 60 countries outside the United States for use in hospitalized patients with acutely decompensated heart failure. Tenax Therapeutics has North American rights to develop and commercialize IV (TNX-101), subcutaneous (TNX-102), and oral (TNX-103) formulations of levosimendan. Results of Tenax Therapeutics’ Phase 2 trial of levosimendan in patients with pulmonary hypertension (PH) and heart failure with preserved ejection fraction (HFpEF) demonstrated that IV levosimendan produces potent dilation of the central and pulmonary venous circulations which translates into an improvement in exercise capacity, a discovery that forms the basis for the Phase 3 investigation of Tenax Therapeutics’ potential groundbreaking therapy. To date, no other drug therapy has improved exercise tolerance in patients with PH associated with HFpEF, recently referred to as the greatest unmet need in cardiovascular disease.
