Tenax Therapeutics, Inc. (NASDAQ:TENX) (the "Company" or "Tenax Therapeutics"), a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies, today announced that it has entered into a securities purchase agreement for a private placement financing with RTW Investments, which is expected to result in total gross proceeds of approximately $25 million to the Company, before deducting placement agent fees and other private placement expenses.

The private placement will be for an aggregate of 378,346 shares of the Company's common stock and pre-funded warrants to purchase an aggregate of 3,760,726 shares of common stock. The purchase price for each share of common stock is $6.04 (provided, the purchase price for each pre-funded warrant is $6.03, with the pre-funded warrants having an exercise price of $0.01). The pre-funded warrants are exercisable at any time after their original issuance and will not expire. The private placement is expected to close on March 5, 2025, subject to the satisfaction of customary closing conditions.

Leerink Partners is acting as the lead placement agent for the private placement and is joined by Guggenheim Securities and William Blair as joint placement agents.