Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
88032L209
(CUSIP
Number)
Declan Doogan
16 Hammock Beach Court
Palm Coast, Florida 32137
(860) 501-2121
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 11, 2021
(Date
of Event which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
[_].
Note: Schedules
filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
*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 disclosure provided in a
prior cover page.
The
information required on 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).
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1.
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Names
of Reporting Persons
Declan
Doogan
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2.
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Check
the Appropriate Box if a Member of a Group
(a) ☐
(b)
☐
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3.
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SEC Use
Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ☐
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6.
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Number
Of
SharesBeneficially
Owned
By
Each
Reporting
Person
With
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7.
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Sole
Voting Power 3,637,871
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8.
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Shared
Voting Power -0-
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9.
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Sole
Dispositive Power 3,374,076
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10.
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Shared
Dispositive Power -0-
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,637,871
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12.
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
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13.
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Percent
of Class Represented by Amount in Row (11)
14.44%(1)
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14.
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Type of
Reporting Person
IN
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(1) This percentage is based on 25,201,312 shares of
common stock of the Issuer outstanding as of June 11, 2021, as
reported in the Issuer's Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 11,
2021.
Item 1. Security and Issuer
This
Schedule 13D relates to the Common Stock, $0.0001 par value per
share (the "Common Stock"), of Tenax Therapeutics, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the
Issuer are located at One Copley Parkway, Suite 490, Morrisville,
North Carolina 27560.
Item 2. Identity and Background
(a)
This Schedule 13D
is being filed by Declan Doogan, M.D. ("Dr. Doogan"), a member of
the Issuer’s Board of Directors.
(b)
The business
address of Dr. Doogan is 16 Hammock Beach Court, Palm Coast,
Florida 32137.
(c)
Dr. Doogan is
currently retired and serves on the Board of Directors of multiple
biotechnology companies.
(d)
During the last
five years, Dr. Doogan has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the last
five years, Dr. Doogan has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decision or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such
laws.
(f)
Dr. Doogan is a
citizen of the United States of America.
Item 3. Source and Amount of Funds or Other
Consideration
Dr.
Doogan was a security holder in PHPrecisionMed Inc. ("PHPM"). On
January 15, 2021, the Issuer acquired 100% of the equity of PHPM
pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the Merger Agreement, on January 15, 2021,
Dr. Doogan received 567,871 shares of Common Stock and 3,070 shares
of the Issuer's Series B Convertible Preferred Stock (the "Series B
Preferred Stock"). The Series B Preferred Stock was not convertible
until the Issuer received the approval of its stockholders for such
conversion. Upon receipt of such approval, the shares of Series B
Preferred Stock would be automatically converted into Common Stock.
The stockholder approval was received at the Issuer's Annual
Meeting of Stockholders held on June 10, 2021 and, as a result, Dr.
Doogan's shares of Series B Preferred Stock were automatically
converted into 3,070,000 shares of Common Stock on June 11, 2021.
Pursuant to the Merger Agreement, of the 3,070,000 shares of Common
Stock issued to Dr. Doogan upon conversion of his Series B
Preferred Stock, 363,795 shares are being held back by the Issuer.
In the event of certain claims under the indemnification provisions
of the Merger Agreement, before 24 months after the issuance of the
Series B Preferred Stock, some or all of these 363,795 shares of
Common Stock may be cancelled to satisfy such claims. Before the
end of such 24-month period, Dr. Doogan may not dispose of any of
the 363,795 shares. Any shares remaining at the end of such period
will then be released to Dr. Doogan.
Item 4. Purpose of Transaction
Dr.
Doogan has acquired, and holds, the shares of Common Stock reported
herein for investment purposes. He may acquire additional shares of
Common Stock depending on market conditions and the business
performance of the Issuer, but does not currently plan to purchase
a number of additional shares of Common Stock that would result in
a substantial change in his beneficial ownership or his ability to
influence control of the Issuer.
Other
than as described above, and except that Dr. Doogan may, from time
to time or at any time, subject to market conditions and other
factors, purchase additional shares of Common Stock in the open
market, in privately negotiated transactions or otherwise, sell at
any time all or a portion of the shares of Common Stock now owned
or hereafter acquired by him to one or more purchasers, or transfer
or contribute shares of Common Stock to trusts for estate planning
purposes, Dr. Doogan does not have any present plans which relate
to or would result in:<
/div>
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(a)
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the
acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
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(b)
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an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a sale
or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
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(d)
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any
change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
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(e)
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any
material change in the present capitalization or dividend policy of
the Issuer;
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(f)
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any
other material change in the Issuer’s business or corporate
structure;
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(g)
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changes
in the Issuer’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
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(h)
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causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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a class
of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Exchange Act; or
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(j)
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any
action similar to any of those actions enumerated
above.
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Item 5. Interest in Securities of the Issuer
The
3,637,871 shares of Common Stock beneficially owned by Dr. Doogan
represent 14.44% of the outstanding shares of Common Stock of the
Issuer, based on 25,201,312 shares of Common Stock outstanding on
June 11, 2021, as reported in the Issuer’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on June
11, 2021.
The
only transaction by Dr. Doogan in the securities of the Issuer in
the 60 days preceeding the filing of this Schedule was the
automatic conversion of his shares of Series B Preferred Stock into
Common Stock, as discussed above.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As a
director of the Issuer, Dr. Doogan from time to time receives
equity compensation in the form of stock options. On June 10, 2021,
Dr. Doogan was granted options to purchase 6,250 shares of Common
Stock at an exercise price of $2.00 a share. The options vest on
June 10, 2022, and are exercisable through June 10, 2031. These
options were granted under the Issuer's 2016 Stock Incentive Plan.
Dr. Doogan may in the future receive additional grants of equity
awards as compensation for serving on the Issuer's Board of
Directors or committees thereof.
Item 7. Materials to be Filed as Exhibits
None.
SIGNATURES
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.
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June 22, 2021 |
By:
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/s/ Declan
Doogan
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Declan Doogan, M.D. |
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