SEC Form SC 13G filed by Tenax Therapeutics Inc.
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
(Title of Class of Securities)
88032L605
(CUSIP NUMBER)
August 31, 2024
(Date of Event which Requires Filing of Statement)
Check the appropriate box to designate the Rule pursuant to which this
Schedule is filed:
[x] Rule 13d - 1(b)
Rule 13d - 1(c)
Rule 13d - 1(d)
1. Name of Reporting Person
T. ROWE PRICE ASSOCIATES, INC.
52-0556948
2. Check the Appropriate Box if a Member of a Group
NOT APPLICABLE
3. SEC Use Only
4. Citizenship or Place of Organization
Maryland
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power* 3,750,000 (1) (2)
6. Shared Voting Power* 0
7. Sole Dispositive Power* 3,750,000 (1) (2)
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,750,000 (1) (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
NOT APPLICABLE
11. Percent of Class Represented by Amount in Row 9
19.99%
12. Type of Reporting Person
IA
*Any shares reported in Items 5 and 6 are also reported in Item 7.
(1) See Item 4
(2) 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 outlined in the terms of the Warrants and the Pre-Funded Warrants.
Item 1(a) Name of Issuer:
TENAX THERAPEUTICS INC
Item 1(b) Address of Issuer's Principal Executive Offices:
44 MONTGOMERY STREET, 40TH FL, SAN FRANCISCO, CA 94104
Item 2(a) Name of Person(s) Filing:
(1) T. ROWE PRICE ASSOCIATES, INC. (Price Associates)
Item 2(b) Address of Principal Business Office:
100 E. Pratt Street, Baltimore, MD 21202
Item 2(c) Citizenship or Place of Organization:
(1) Maryland
Item 2(d) Title of Class of Securities: COMMON STOCK
Item 2(e) Cusip Number: 88032L605
Item 3: The person filing this Schedule 13G is an:
X Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940
Item 4:
The shares of Common Stock beneficially owned by the Reporting Persons reported in this Schedule 13G consist of (1) 125,000 shares of Common Stock, (2) Prefunded Warrants to acquire 2,375,000 shares of Common Stock, and (3) Warrants to acquire 1,250,000 shares of Common Stock. The Prefunded Warrants and the Warrants are each subject to a 19.99% beneficial ownership limitation. The percentages reported in this Schedule 13G are based on 3,408,906 shares of Common Stock outstanding as of August 10, 2024, as reported in the Form 10-Q filed by the Issuer on August 13, 2024.
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
(1) Price Associates does not serve as custodian
of the assets of any of its clients; accordingly, in each
instance only the client or the client's custodian or
trustee bank has the right to receive dividends paid with
respect to, and proceeds from the sale of, such securities.
The ultimate power to direct the receipt of dividends paid with
respect to, and the proceeds from the sale of, such securities, is
vested in the individual and institutional clients which
Price Associates serves as investment adviser.
Any and all discretionary authority which has been delegated to
Price Associates may be revoked
in whole or in part at any time.
Except as may be indicated if this is a joint filing with one of the
registered investment companies sponsored by
Price Associates which it also serves as
investment adviser ("T. Rowe Price Funds"), not more
than 5% of the class of such securities is owned by any one client
subject to the investment advice of Price Associates.
(2) [T. ROWE PRICE HEALTH SCIENCES FUND, INC. ]:
T. ROWE PRICE HEALTH SCIENCES FUND, INC., of which
T. ROWE PRICE ASSOCIATES, INC.
is the investment adviser, holds the securities reported herein
in their investment portfolio
managed by T. ROWE PRICE ASSOCIATES, INC.
and such funds have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the securities that they hold.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
interest includes (1) 110,304 shares of Common Stock, (2) Prefunded Warrants to acquire 177,299 shares of Common Stock, and (3) Warrants to acquire 1,103,045 shares of Common Stock.
Item 7: Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
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 acquired in the
ordinary course of business and 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.
T. Rowe Price Associates, Inc. hereby declares and affirms
that the filing of Schedule 13G shall not be construed as an admission
that Price Associates is the beneficial owner of the
securities referred to, which beneficial ownership is expressly
denied.
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.
T. ROWE PRICE ASSOCIATES, INC.
Date: September 10, 2024
Signature: /s/ Ellen York
Name & Title: Ellen York, Vice President
08/31/2024