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Out. Made some.
TENX
Seems good to go now
TDA not allowing trading pending corporate update. Specific reason not given. That was a big premarket pop.
TENX
Smart move, it can explode any moment/day.
$$$»»»TENX«««$$$
Are you there?
Have you see it lately?
You better because $$$»»»TENX «««$$$ it is warming!
Weeeeeeeeeeeeeeeeeeeeeeeee
THIS IS JUST THE BEGINNING!
$$$»»»TENX«««$$$
Lol look where we heading now!
$$$»»»TENX«««$$$
Shorts about to get blown out over $0.16.
Not sure how this pos has target price 5?? Is it after split?? Imo
YW......lots more where that came from...........
Z
I'm buying one million shares today, taking advantage that is in red, so far I have 700 milly at very low price.
$$$»»»TENX«««$$$ let's go!
THANKS, Bro!!!
+++ #DDAmanda Chart on: $TENX :
You can scan for these before they run.
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What the Fact (Factor) Column is:
The Factor is a proprietary indicator used for scanning in #DDAmanda.
It's defined as Today's $Traded divided by the average daily $Traded (20 day avg).
SO, if a stock has say a 10 Factor that day, it means she traded 10 Times the $ she normally trades.
That's significant, and many times indicates that a run in the stock is coming.
Thought I added too many 8's. Sold most. Holding 1K. Sold on way up to .19's.
TENX
And 9's.
TENX
And 10's.
TENX
Dropped back fast. Sell some then buy some 11's .
TENX
Nice pop!! Long run?
TENX
Huge premarket volume. Reason??
TENX
surprised that volume hasn't been higher with positive news this week
Dip to 21 added.
TENX
Volume premarket .. holding a little..
TENX
After Fridays news, $5 Target and BUY rating from H.C. WAINWRIGHT, TENAX THERAPEUTICS INC. (NASDAQ: TENX) Price Target: $5
This week Tenax announced the publication of positive data from its Phase 2 HELP study. The study evaluated the company’s levosimendan in patients with pulmonary hypertension and heart failure. Results of the placebo-controlled HELP trial were published in the American College of Cardiology Heart Failure.
“The fact that 84% of the patients enrolled in the initial lead-in phase had a significant hemodynamic response at rest and with exercise during cardiac catheterization provides confidence that levosimendan may be an important treatment for these patients who have a large unmet need.”
Dr. Stuart Rich, Chief Medical Officer at Tenax Therapeutics
With progress like this, Tenax has attracted several analysts. H.C. Wainwright issued a Buy rating on TENX along with a $5 price target. Based on Thursday’s closing price, H.C.’s TENX stock forecast sits roughly 180% higher than those levels.
https://quotes.freerealtime.com/quotes/TENX/News 04/09/21 09:48am
* * $TENX Video Chart 04-09-2021 * *
Link to Video - click here to watch the technical chart video
Like how it is trading this morning.
Not the best day of the week for positive news, but hopefully $2 is good support.
$3.35 HOD
* * $TENX Video Chart 01-19-2021 * *
Link to Video - click here to watch the technical chart video
TENX~60%% PM,huge news
TENAX THERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)
01/19/2021 | 08:32am EST
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Item 1.01. Entry into a Material Definitive Agreement.
The applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 15, 2021, Tenax Therapeutics, Inc. (the "Company"), Life Newco II, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of the Company ("Life Newco"), PHPrecisionMed Inc., a Delaware corporation ("PHPM,") and Dr. Stuart Rich, solely in his capacity as holders' representative (in such capacity, the "Representative"), entered into an Agreement and Plan of Merger, dated January 15, 2021 (the "Merger Agreement"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the Company would acquire 100% of the equity of PHPM. Under the terms of the Merger Agreement, Life Newco would merge with and into PHPM, with PHPM surviving as a wholly-owned subsidiary of the Company (the "Merger"). On January 15, 2021, the Company completed the acquisition contemplated by the Merger Agreement (the "Acquisition").
As consideration for the Merger, the stockholders of PHPM received (i) 1,892,905 shares of the Company's common stock ("Common Stock"), and (ii) 10,232 shares of the Company's Series B convertible preferred stock, which are convertible into up to an aggregate of 10,232,000 shares of Common Stock ("Preferred Stock") (collectively, the "Merger Consideration"). The issuance of 1,212,492 shares of Common Stock issuable upon conversion of the Preferred Stock, representing approximately 10% of the Merger Consideration, will be delayed as security for closing adjustments and post-closing indemnification obligations of PHPM and the stockholders of PHPM. Each share of Preferred Stock will automatically convert into (i) 881.5 shares of Common Stock following receipt of the approval of the stockholders of the Company for the Conversion (as defined herein), and (ii) 118.5 shares of Common Stock 24 months after the date of issuance of the Preferred Stock, subject to reduction for indemnification claims. The number of shares of Common Stock into which the Preferred Stock converts is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The Preferred Stock does not carry dividends or a liquidation preference. The Preferred Stock carries voting rights aggregating 4.99% of the Company's Common Stock voting power immediately prior to the closing of the Merger. The rights, preferences and privileges of the Preferred Stock are set forth in the Certificate of Designation of Series B Convertible Preferred Stock that the Company filed with the Secretary of State of the State of Delaware on January 15, 2021 (the "Certificate of Designation").
Pursuant to the Merger Agreement, the Company must, no later than July 31, 2021, take all action necessary to call, convene and hold a meeting of the Company's stockholders to vote upon the conversion of the Preferred Stock pursuant to the Certificate of Designation (the "Conversion"). If stockholder approval is not obtained at such meeting, the Company must call a meeting every 90 days thereafter to seek stockholder approval for the Conversion until the earlier of the date stockholder approval for the Conversion is obtained or the Preferred Stock is no longer outstanding.
The terms of the Merger Agreement also require the board of directors of the Company (the "Board") to, subject to the Board's fiduciary duties under applicable law, (i) recommend to the Company's stockholders that they approve the Conversion at any meeting of the Company's stockholders called for the approval of the Conversion, and (ii) use reasonable best efforts to solicit from the Company's stockholders, the affirmative vote of the holders of shares representing a majority of the shares of the Company's capital stock voting in person or by proxy at any such meeting. A vote on the Conversion is expected to take place at the Company's next annual meeting of stockholders. In addition, (i) at the Company's first regularly scheduled Board meeting following the closing of the Merger, the Board must appoint one director designated by the Representative to serve on the Board, and (ii) as promptly as practicable after the Company has obtained stockholder approval for the Conversion, the Board must appoint two additional directors designated by the Representative to serve on the Board. Dr. Stuart Rich, the co-founder and Chief Executive Officer, and a stockholder, of PHPM, is expected to be appointed to the Board at the next regularly scheduled Board meeting, while two other designees of the Representative will be appointed to the Board following receipt of stockholder approval for the transaction.
In connection with the closing of the Merger, Dr. Stuart Rich was also appointed Chief Medical Officer of the Company. In addition, pursuant to the Merger Agreement, certain of PHPM's stockholders, including Dr. Rich, entered into restrictive covenant agreements that contain provisions restricting such stockholders from competing with the Company or soliciting employees or customers for five years from the closing of the Merger.
The foregoing summaries of the Merger Agreement and the Preferred Stock do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement and the Certificate of Designation, respectively, copies of which are attached to this Current Report on Form 8-K as Exhibit 2.1 and Exhibit 4.1, respectively, and are incorporated herein by reference.
The Merger Agreement is incorporated by reference to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, PHPM or their respective subsidiaries and affiliates. The Merger Agreement contains . . .
Item 3.02. Unregistered Sales of Equity Securities.
The applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The Common Stock and Preferred Stock issued as Merger Consideration were issued and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder in that (i) the securities were issued to accredited investors or not more than 35 unaccredited investors, (ii) the disclosure requirements of Rule 502(b) of Regulation D were met, and (iii) the offer and sale of the shares were not accomplished by means of any general solicitation or general advertising.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 15, 2021, the Board appointed Dr. Stuart Rich as the Company's Chief Medical Officer.
Dr. Rich, age 71, joined the Company from PHPM, where he was a co-founder and held the positions of Chief Executive Officer and Director from October 2018 until January 2021. Prior to PHPM, Dr. Rich served as the Chief Medical Officer (part-time) of United Therapeutics from October 2003 until December 2004. Dr. Rich currently serves as Professor of Medicine at Northwestern University Feinberg School of Medicine and as Director of the Pulmonary Vascular Disease Program at the Bluhm Cardiovascular Institute, a U.K. based charity, and of the Cardiovascular Medical and Research Foundation, a U.S. based charity. Prior to Northwestern University, Dr. Rich was the Professor of Medicine and Chief of the Section of Cardiology at the University of Illinois College of Medicine in Chicago from July 1980 until July 1996, was Professor of Medicine at the Rush Heart Institute of the Rush University School of Medicine from July 1996 until September 2004, and was Professor of Medicine at the Section of Cardiology of the University of Chicago Pritzker School of Medicine from September 2004 until July 2015. Dr. Rich received his B.S. in Biology at the University of Illinois and his M.D. at Loyola University Stritch School of Medicine, and he completed his residency in medicine at the Washington University of St. Louis and his fellowship in cardiology at the University of Chicago.
In connection with his appointment, the Company entered into an employment agreement with Dr. Rich, effective January 15, 2021 (the "Employment Agreement"). Under the Employment Agreement, Dr. Rich will receive an annual base salary of $300,000, and will also receive participation in medical insurance, dental insurance, and other benefit plans on the same basis as the Company's other officers. Under the Employment Agreement, Dr. Rich is eligible for an annual target cash bonus of 40% of his base salary, based on 100% achievement of annual goals (with no cap on the bonus for greater than 100% achievement of goals). Pursuant to Employment Agreement, Dr. Rich received as an inducement award a one-time non-statutory stock option grant of 250,000 shares of Common Stock. The option award will vest as follows: 25% upon initiation of a Phase 3 trial (the "Trial"); 25% upon database lock of the Trial; 25% upon acceptance for review of an Investigational New Drug Application; and 25% upon approval. The options have a 10-year term and an exercise price of $1.78 per share, the January 15, 2021 closing price of the Company's common stock.
The Employment Agreement is effective for a one-year term, and automatically renews for additional one-year terms, unless the Employment Agreement is terminated in advance of renewal or either party gives notice at least 90 days prior to the end of the then current term of an intention not to renew. If Dr. Rich is terminated without cause, if he terminates his employment for good reason, or if the Company elects not to renew the Employment Agreement, Dr. Rich would be entitled to receive (i) one-year of his then current base salary, (ii) a pro-rated amount of the annual bonus that he would have received had 100% of goals been achieved, (iii) acceleration of vesting of all outstanding equity-based compensation awards held by Dr. Rich, and (iii) one-year of COBRA reimbursements or benefits payments, as applicable. Dr. Rich's entitlement to these payments is conditioned upon execution of a release of claims.
For purposes of the Employment Agreement: (i) "cause" includes (a) a willful material breach of the Employment Agreement by Dr. Rich, (b) material misappropriation of Company property, (c) material failure to comply with Company policies, (d) abuse of illegal drugs or abuse of alcohol in a manner that materially interferes with the performance of the officer's duties, (e) dishonest or illegal action that is materially detrimental to the Company, and (f) failure to disclose material conflicts of interest, and (ii) "good reason" includes (a) a material reduction in base salary, (b) a material reduction of the officer's authority, duties or responsibility, or (c) a material breach of the Employment Agreement by the Company.
The Employment Agreement with Dr. Rich is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Employment Agreement is subject to, and qualified in its entirety by, such documents, which are incorporated herein by reference. Other than pursuant to the Merger Agreement and the Employment Agreement, the Company is not aware of any transactions involving Dr. Rich that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On January 19, 2021, the Company issued a press release regarding the consummation of the Acquisition and Dr. Rich's appointment as the Company's Chief Medical Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(a)
Financial statements of business acquired.
The financial statements required to be filed as part of this Current Report on Form 8-K will be filed by amendment to this Current Report as soon as practicable but not later than March 31, 2021.
(b)
Pro forma financial information.
The pro forma financial information required to be filed as part of this Current Report on Form 8-K will be filed by amendment to this Current Report as soon as practicable but not later than March 31, 2021.
(d)
Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger among PHPrecisionMed Inc., Tenax
Therapeutics, Inc., Life Newco II, Inc., and Dr. Stuart Rich dated
January 15, 2021.
4.1 Certificate of Designation of Series B Convertible Preferred Stock.
10.1 Employment Agreement with Dr. Stuart Rich dated January 15, 2021.
99.1 Press Release dated January 19, 2021.
© Edgar Online, source Glimpses
* * $TENX Video Chart 12-29-2020 * *
Link to Video - click here to watch the technical chart video
$TENX is headed for the top after HC Wainwright iitiated coverage on the stock with a Buy rating and a $5 price target. https://cnafinance.com/tenx-stock-tenax-therapuetics-rockets-on-analyst-coverage/
News; $TENX Tenax Therapeutics Gains North American Rights to Oral Levosimendan through Expanded License Agreement with Orion Corporation
Tenax gains developmental and commercial rights for a fully-developed oral levosimendan formulation in the U.S. and Canada Oral formulation expected to be used in upcoming Phase 3 registration trial Tenax Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceuti...
In case you are interested TENX - Tenax Therapeutics Gains North American Rights to Oral Levosimendan through Expanded License Agreement with Orion Corporation
I'm sure he got right on it.
Heavy insider buying here, director buys 311,481 shares and Armsitice capital has been buying as well
Looks like $TENX cup n handle continuation pattern...that's where I go all in!!! Good luck guys! Let's go!
Yes I believe it is!! Hate that management has been so quiet! Nevertheless it comes when it comes!
The do need to DEFINITELY GET A NEW IR REPRESENTATIVE!! BEVER HAVE I SPOKEN WITH MORE INCOMPETENT PEOPLE IN MY LIFE!! One guy even had attitude and said, I don't work for the company!! I checked him REAL WUICK!! UKNO HOW WE DO, WE DON'T PLAY!!!
Then he calmed down and said that he would let management know my concerns.
Still holding 80k, I know the move is coming and don’t want short term gains.
Yes to your? My D homeboy! MBD
TENX- I think we are seeing a more sustainable move here, especially with the recent near 20% holding by Armistice capital. Phase 3 can be 12 to 18 weeks for PAH- A quick trial.
The company really shit all over this with that 50mm share dump into phase 2 news. Incompetence seems to be contagious in the world these days. $TENX
Results on such a large indication seemed impressive. The fact that the lead investigator is on panel at FDA seems like any shadiness in terms of the findings would not be logical.
I just figured retail saw P2 missing primary endpoint, didn't bother to understand and all shorted it like a fatted cow. I'm down a boatload but I really like it.
I was expecting a stock offering today but none came, so that makes me thinking that the company was hitting an ATM yesterday or they already have a few interested parties waiting on P2 results. Partner makes sense based upon the firms Market Cap now.
Good luck! If you think on anything else I am always glad to listen!
Some shady crap. I glanced at some filings and saw warrants that were already in the money but nowhere near the 50mm shares that were dumped out yesterday. Based on a reported 9mm float something was hidden in the fine print. I'm still holding a position but the whole thing just smells. $TENX
What are your thoughts on this blind squirrel? I really thought the news was very good. I thought company should have at least 100MM market cap. Was the company selling an ATM into the market? Seems like partners would be lining up for this.
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