Form SC 13G - Statement of Beneficial Ownership by Certain Investors
19 Agosto 2024 - 3:15PM
Edgar (US Regulatory)
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 per share
(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) |
|
|
x |
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 in 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).
CUSIP No. 88032L605 |
Page 2 of 14 |
1. |
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
(1) (b) ¨ |
3. |
SEC
Use Only
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
355,224 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
355,224 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
355,224 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G. |
| (2) | Consists of (i) 33,146 shares of Common
Stock and 23,370 shares of Common Stock issuable upon the exercise of Warrants (as defined
below) held by Venrock Healthcare Capital Partners III, L.P.; (ii) 3,312 shares of Common
Stock and 2,336 shares of Common Stock issuable upon the exercise of Warrants held by VHCP
Co-Investment Holdings III, LLC; and (iii) 171,875 shares of Common Stock and 121,185
shares of Common Stock issuable upon the exercise of Warrants held by Venrock Healthcare
Capital Partners EG, L.P. The share numbers in the preceding sentence represent the maximum
number of shares of Common Stock issuable upon exercise of warrants (the “Common
Warrants”) and/or pre-funded warrants (the “Pre-Funded Warrants”
and, together with the Common Warrants, the “Warrants”) held by
the Reporting Persons as a result of the Beneficial Ownership Blockers (as defined below).
Each of the Common Warrants and the Pre-Funded Warrants contains a provision (the “Beneficial
Ownership Blockers”) which precludes exercise of the Warrants to the extent
that, following exercise, the holder, together with its affiliates and other attribution
parties, would own more than 9.99% of the Common Stock outstanding. |
| (3) | This percentage is calculated based upon
the sum of (i) 3,408,906 shares of the Issuer’s Common Stock 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; and (ii) 146,891 shares issuable upon the exercise of the Warrants
described in Footnote 2 above. |
CUSIP No. 88032L605 |
Page 3 of 14 |
1. |
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1)
(b) ¨ |
3. |
SEC
Use Only
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
355,224 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
355,224 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
355,224 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G. |
| (2) | Consists of (i) 33,146 shares of Common
Stock and 23,370 shares of Common Stock issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 3,312 shares of Common Stock and 2,336 shares
of Common Stock issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings
III, LLC; and (iii) 171,875 shares of Common Stock and 121,185 shares of Common Stock
issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.
The share numbers in the preceding sentence represent the maximum number of shares of Common
Stock issuable upon exercise of Warrants held by the Reporting Persons as a result of the
Beneficial Ownership Blockers. |
| (3) | This percentage is calculated based upon
the sum of (i) 3,408,906 shares of the Issuer’s Common Stock 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; and (ii) 146,891 shares issuable upon the
exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 88032L605 |
Page 4 of 14 |
1. |
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b)
¨ |
3. |
SEC
Use Only
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
355,224 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
355,224 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
355,224 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
Type of Reporting Person (See Instructions)
PN |
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G. |
| (2) | Consists of (i) 33,146 shares of Common
Stock and 23,370 shares of Common Stock issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 3,312 shares of Common Stock and 2,336 shares
of Common Stock issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings
III, LLC; and (iii) 171,875 shares of Common Stock and 121,185 shares of Common Stock
issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.
The share numbers in the preceding sentence represent the maximum number of shares of Common
Stock issuable upon exercise of Warrants held by the Reporting Persons as a result of the
Beneficial Ownership Blockers. |
| (3) | This percentage is calculated based upon
the sum of (i) 3,408,906 shares of the Issuer’s Common Stock 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; and (ii) 146,891 shares issuable upon the
exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 88032L605 |
Page 5 of 14 |
1. |
Names of Reporting Persons
VHCP Management III, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1)
(b) ¨ |
3. |
SEC
Use Only
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
355,224 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
355,224 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
355,224 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G. |
| (2) | Consists of (i) 33,146 shares of Common
Stock and 23,370 shares of Common Stock issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 3,312 shares of Common Stock and 2,336 shares
of Common Stock issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings
III, LLC; and (iii) 171,875 shares of Common Stock and 121,185 shares of Common Stock
issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.
The share numbers in the preceding sentence represent the maximum number of shares of Common
Stock issuable upon exercise of Warrants held by the Reporting Persons as a result of the
Beneficial Ownership Blockers. |
| (3) | This percentage is calculated based upon
the sum of (i) 3,408,906 shares of the Issuer’s Common Stock 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; and (ii) 146,891 shares issuable upon the
exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 88032L605 |
Page 6 of 14 |
1. |
Names of Reporting Persons
VHCP Management EG, LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ |
3. |
SEC
Use Only
|
4. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
355,224 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
355,224 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
355,224 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G. |
| (2) | Consists of (i) 33,146 shares of Common
Stock and 23,370 shares of Common Stock issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 3,312 shares of Common Stock and 2,336 shares
of Common Stock issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings
III, LLC; and (iii) 171,875 shares of Common Stock and 121,185 shares of Common Stock
issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.
The share numbers in the preceding sentence represent the maximum number of shares of Common
Stock issuable upon exercise of Warrants held by the Reporting Persons as a result of the
Beneficial Ownership Blockers. |
| (3) | This percentage is calculated based upon
the sum of (i) 3,408,906 shares of the Issuer’s Common Stock 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; and (ii) 146,891 shares issuable upon the
exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 88032L605 |
Page 7 of 14 |
1. |
Names of Reporting Persons
Shah, Nimish |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b)
¨ |
3. |
SEC
Use Only
|
4. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
355,224 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
355,224 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
355,224 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G. |
| (2) | Consists of (i) 33,146 shares of Common
Stock and 23,370 shares of Common Stock issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 3,312 shares of Common Stock and 2,336 shares
of Common Stock issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings
III, LLC; and (iii) 171,875 shares of Common Stock and 121,185 shares of Common Stock
issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.
The share numbers in the preceding sentence represent the maximum number of shares of Common
Stock issuable upon exercise of Warrants held by the Reporting Persons as a result of the
Beneficial Ownership Blockers. |
| (3) | This percentage is calculated based upon
the sum of (i) 3,408,906 shares of the Issuer’s Common Stock 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; and (ii) 146,891 shares issuable upon the
exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 88032L605 |
Page 8 of 14 |
1. |
Names of Reporting Persons
Koh, Bong |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ |
3. |
SEC
Use Only
|
4. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
355,224 (2) |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
355,224 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
355,224 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent of Class Represented by Amount in Row (9)
9.99% (3) |
12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G. |
| (2) | Consists of (i) 33,146 shares of Common
Stock and 23,370 shares of Common Stock issuable upon the exercise of Warrants held by Venrock
Healthcare Capital Partners III, L.P.; (ii) 3,312 shares of Common Stock and 2,336 shares
of Common Stock issuable upon the exercise of Warrants held by VHCP Co-Investment Holdings
III, LLC; and (iii) 171,875 shares of Common Stock and 121,185 shares of Common Stock
issuable upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P.
The share numbers in the preceding sentence represent the maximum number of shares of Common
Stock issuable upon exercise of Warrants held by the Reporting Persons as a result of the
Beneficial Ownership Blockers. |
| (3) | This percentage is calculated based upon
the sum of (i) 3,408,906 shares of the Issuer’s Common Stock 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; and (ii) 146,891 shares issuable upon the
exercise of the Warrants described in Footnote 2 above. |
CUSIP No. 88032L605 |
Page 9 of 14 |
Item 1. |
|
(a) |
Name of Issuer
Tenax Therapeutics, Inc. |
|
|
(b) |
Address of Issuer’s Principal Executive Offices
101 Glen Lennox Drive, Suite 300
Chapel Hill, NC 27517 |
|
Item 2. |
|
(a) |
Name of Person Filing
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh |
|
(b) |
Address of Principal Business Office
or, if none, Residence |
|
New York Office: |
Palo Alto Office: |
|
|
|
|
7 Bryant Park |
3340 Hillview Avenue |
|
23rd Floor |
Palo Alto, CA 94304 |
|
New York, NY 10018 |
|
(c) |
Citizenship
All of the Venrock Entities were organized
in Delaware. The individuals are both United States citizens. |
|
|
(d) |
Title of Class of Securities
Common Stock, $0.0001 par value |
|
|
(e) |
CUSIP Number
88032L605 |
|
Item 3. |
If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
|
|
Not applicable |
CUSIP No. 88032L605 |
Page 10 of 14 |
Item 4. |
Ownership |
|
|
|
|
|
(a) |
Amount beneficially owned: |
|
|
|
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners
III, L.P. |
355,224 (1) |
|
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
355,224 (1) |
|
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
355,224 (1) |
|
|
|
|
|
VHCP Management III, LLC |
355,224 (1) |
|
|
|
|
|
VHCP Management EG, LLC |
355,224 (1) |
|
|
|
|
|
Nimish Shah |
355,224 (1) |
|
|
|
|
|
Bong Koh |
355,224 (1) |
|
|
|
|
(b) |
Percent of class: |
|
|
|
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners III, L.P. |
9.99% (2) |
|
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
9.99% (2) |
|
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
9.99% (2) |
|
|
|
|
|
VHCP Management III, LLC |
9.99% (2) |
|
|
|
|
|
VHCP Management EG, LLC |
9.99% (2) |
|
|
|
|
|
Nimish Shah |
9.99% (2) |
|
|
|
|
|
Bong Koh |
9.99% (2) |
|
|
|
|
(c) |
Number of shares as to which the person
has: |
|
|
|
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote:
|
|
|
|
|
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners III, L.P. |
0 |
|
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
0 |
|
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
0 |
|
|
|
|
|
VHCP Management III, LLC |
0 |
|
|
|
|
|
VHCP Management EG, LLC |
0 |
|
|
|
|
|
Nimish Shah |
0 |
|
|
|
|
|
Bong Koh |
0 |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote:
|
|
|
|
|
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners III, L.P. |
355,224 (1) |
|
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
355,224 (1) |
|
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
355,224 (1) |
|
|
|
|
|
VHCP Management III, LLC |
355,224 (1) |
|
|
|
|
|
VHCP Management EG, LLC |
355,224 (1) |
|
|
|
|
|
Nimish Shah |
355,224 (1) |
|
|
|
|
|
Bong Koh |
355,224 (1) |
|
CUSIP No. 88032L605 |
Page 11 of 14 |
|
|
(iii) |
Sole power to dispose or to direct the
disposition of: |
|
|
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners
III, L.P. |
0 |
|
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
0 |
|
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
0 |
|
|
|
|
|
VHCP Management III, LLC |
0 |
|
|
|
|
|
VHCP Management EG, LLC |
0 |
|
|
|
|
|
Nimish Shah |
0 |
|
|
|
|
|
Bong Koh |
0 |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the
disposition of: |
|
|
|
|
|
|
|
|
|
|
Venrock Healthcare Capital Partners III, L.P. |
355,224 (1) |
|
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
355,224 (1) |
|
|
|
|
|
Venrock Healthcare Capital Partners EG, L.P. |
355,224 (1) |
|
|
|
|
|
VHCP Management III, LLC |
355,224 (1) |
|
|
|
|
|
VHCP Management EG, LLC |
355,224 (1) |
|
|
|
|
|
Nimish Shah |
355,224 (1) |
|
|
|
|
|
Bong Koh |
355,224 (1) |
|
|
|
|
(1) |
Consists of (i) 33,146
shares of Common Stock and 23,370 shares of Common Stock issuable upon the exercise of Warrants held by Venrock Healthcare Capital
Partners III, L.P.; (ii) 3,312 shares of Common Stock and 2,336 shares of Common Stock issuable upon the exercise of Warrants
held by VHCP Co-Investment Holdings III, LLC; and (iii) 171,875 shares of Common Stock and 121,185 shares of Common Stock issuable
upon the exercise of Warrants held by Venrock Healthcare Capital Partners EG, L.P. The share numbers in the preceding sentence represent
the maximum number of shares of Common Stock issuable upon exercise of Warrants held by the Reporting Persons as a result of the
Beneficial Ownership Blockers. |
|
|
|
|
VHCP Management III, LLC
is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC.
VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the
voting members of VHCP Management III, LLC and VHCP Management EG, LLC. |
|
|
|
(2) |
This percentage is calculated
based upon the sum of (i) 3,408,906 shares of the Issuer’s Common Stock 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; and (ii) 146,891 shares
issuable upon the exercise of the Warrants described in Footnote 1 above. |
Item 5. |
Ownership of Five Percent or
Less of a Class |
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|
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ¨ |
|
Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person |
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Not applicable |
CUSIP No. 88032L605 |
Page 12 of 14 |
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable |
|
Item 8. |
Identification and Classification of Members of
the Group |
|
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Not applicable |
|
Item 9. |
Notice of Dissolution of Group |
|
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Not applicable |
|
Item 10. |
Certification |
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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 such purpose or effect. |
CUSIP No. 88032L605 |
Page 13 of 14 |
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.
Dated: August 19, 2024
Venrock Healthcare Capital Partners
III, L.P. |
|
Venrock Healthcare Capital Partners
EG, L.P. |
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|
|
By: |
VHCP Management III, LLC |
|
By: |
VHCP Management EG, LLC |
Its: |
General Partner |
|
Its |
:General Partner |
|
|
|
|
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By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
VHCP Co-Investment
Holdings III, LLC |
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|
|
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By: |
VHCP Management
III, LLC |
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Its: |
Manager |
|
|
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|
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By: |
/s/
Sherman G. Souther |
|
|
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Name: |
Sherman G. Souther |
|
|
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Its: |
Authorized Signatory |
|
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VHCP Management III, LLC |
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VHCP Management EG, LLC |
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|
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By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
Its: |
Authorized Signatory |
|
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Its: |
Authorized Signatory |
Nimish Shah |
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|
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|
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/s/
Sherman G. Souther |
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Sherman G. Souther, Attorney-in-fact |
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|
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Bong Koh |
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|
|
|
/s/
Sherman G. Souther |
|
|
Sherman G. Souther, Attorney-in-fact |
|
|
CUSIP No. 88032L605 |
Page 14 of 14 |
EXHIBITS
CUSIP No. 88032L605 |
Page 1 of 1 |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on
Schedule 13G (including amendments thereto) with respect to the Common Stock of Tenax Therapeutics, Inc. and further agree that
this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on
its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed
in counterparts.
In evidence whereof, the undersigned have caused
this Agreement to be executed on their behalf this 19th day of August, 2024.
Venrock Healthcare Capital Partners
III, L.P. |
|
Venrock Healthcare Capital Partners
EG, L.P. |
|
|
|
By: |
VHCP Management III, LLC |
|
By: |
VHCP Management EG, LLC |
Its: |
General Partner |
|
Its |
:General Partner |
|
|
|
|
|
By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
VHCP Co-Investment
Holdings III, LLC |
|
|
|
|
|
By: |
VHCP Management
III, LLC |
|
|
Its: |
Manager |
|
|
|
|
|
By: |
/s/
Sherman G. Souther |
|
|
|
Name: |
Sherman G. Souther |
|
|
|
Its: |
Authorized Signatory |
|
|
VHCP Management III, LLC |
|
VHCP Management EG, LLC |
|
|
|
By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name: |
Sherman G. Souther |
|
|
Name: |
Sherman G. Souther |
|
Its: |
Authorized Signatory |
|
|
Its: |
Authorized Signatory |
Nimish Shah |
|
|
|
|
|
/s/
Sherman G. Souther |
|
|
Sherman G. Souther, Attorney-in-fact |
|
|
|
|
|
Bong Koh |
|
|
|
|
|
/s/
Sherman G. Souther |
|
|
Sherman G. Souther, Attorney-in-fact |
|
|
CUSIP No. 88032L605 |
Page 1 of 1 |
EXHIBIT B
POWER OF ATTORNEY FOR NIMISH SHAH
KNOW ALL BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s
true and lawful attorney-in fact and agent to:
| (i) | prepare execute and file, for and on
behalf of the undersigned, any and all documents and filings that are required or advisable
to be made with the United States Securities and Exchange Commission, any stock exchange
or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations promulgated thereunder, including
without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the
Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any
successor schedules or forms adopted under the Exchange Act ) and any amendments thereto
in accordance with Section 13 of the Exchange Act and the rules thereunder, and
(b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of
the Exchange Act and the rules thereunder; and |
| (ii) | take any other action of any nature
whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned,
is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including
without limitation Sections 13 and 16 of the Exchange Act.
This power of Attorney shall remain in full force
and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to
the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management,
LLC (or its successor).
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 19th day of August, 2024.
CUSIP No. 88032L605 |
Page 1 of 1 |
EXHIBIT C
POWER OF ATTORNEY FOR BONG KOH
KNOW ALL BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigned’s
true and lawful attorney-in fact and agent to:
| (i) | prepare execute and file, for and on
behalf of the undersigned, any and all documents and filings that are required or advisable
to be made with the United States Securities and Exchange Commission, any stock exchange
or similar authority, under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations promulgated thereunder, including
without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the
Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any
successor schedules or forms adopted under the Exchange Act ) and any amendments thereto
in accordance with Section 13 of the Exchange Act and the rules thereunder, and
(b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of
the Exchange Act and the rules thereunder; and |
| (ii) | take any other action of any nature
whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s
substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned,
is not assuming, nor is Venrock assuming, any of the undersigned’s responsibilities to comply with the Exchange Act, including
without limitation Sections 13 and 16 of the Exchange Act.
This power of Attorney shall remain in full force
and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to
the undersigned’s holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management,
LLC (or its successor).
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 19th day of August, 2024.
Tenax Therapeutics (NASDAQ:TENX)
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