Tenax Therapeutics agrees to $25 million private placement with RTW Investments

Tenax Therapeutics, Inc. said on March 5, 2025 that it signed a securities purchase agreement for a private placement with RTW Investments. The deal is expected to bring total gross proceeds of about $25 million, before placement agent fees and other expenses.

RTW is to buy 378,346 shares of common stock at $6.04 per share. It is also to buy pre-funded warrants to purchase 3,760,726 shares at $6.03 each. The pre-funded warrants have an exercise price of $0.01, can be exercised at any time after issuance and do not expire. A pre-funded warrant is paid for almost in full up front, leaving only a small exercise price.

The private placement was expected to close on March 5, 2025, subject to customary closing conditions. Leerink Partners is lead placement agent. Guggenheim Securities and William Blair are joint placement agents.

Tenax plans to use the net proceeds to advance its ongoing and planned Phase 3 clinical trials, and for working capital, capital expenditures and other general corporate purposes. The company develops cardiopulmonary therapies.

The securities are being sold under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, and have not been registered. Tenax agreed to file a registration statement for the resale of the shares, including those underlying the pre-funded warrants, no later than 45 days after closing.

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