Sec Form 13D Filing - Rich Stuart filing for TENAX THERAPEUTICS INC. (TENX) - 2023-01-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

88032L506

(CUSIP Number)

Stuart Rich

3621 Grove Street

Skokie, Illinois 60076

(847) 460-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 7, 2022

(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 Includes 3,125 shares of common stock, $0.0001 par value per share (the “Common Stock”) of Tenax Therapeutics, Inc., a Delaware corporation (the “Issuer”), underlying options held by Dr. Rich directly that are exercisable within 60 days of the date of this Amendment No. 3 to Schedule 13D.

² Includes 95,480 shares of Common Stock owned by the Andrea Rich Trust, of which Dr. Rich serves as co-trustee and shares voting and dispositive power with regard to the Common Stock held by the Andrea Rich Trust.  Dr. Rich and his children are beneficiaries of the Andrea Rich Trust.  It also includes 95,480 shares of Common Stock owned by the Stuart Rich Trust.  Mrs. Rich serves as trustee of the Stuart Rich Trust and delegated to Dr. Rich, in his capacity as special asset advisor, voting and dispositive power with regard to the Common Stock held by the Stuart Rich Trust.  Mrs. Rich and her children are beneficiaries of the Stuart Rich Trust.

³ Does not include 21,218 shares owned by Dr. Rich and held by the Issuer pursuant to the Agreement and Plan of Merger dated January 15, 2021, by and between the Company and PHPrecisionMed Inc., as further described in the Schedule 13D filed with the SEC by Dr. Rich on June 22, 2021.

⁴ Includes an aggregate of 190,960 shares of Common Stock, with 95,480 shares of Common Stock owned by each of the Trusts.

⁵ Includes 3,125 shares of Common Stock underlying options held by Dr. Rich directly that are exercisable within 60 days of the date of this Amendment No. 3 to Schedule 13D.

⁶ This percentage is based on 2,291,811 shares of Common Stock outstanding as of January 4, 2023, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on January 4, 2023 (the “Form 8-K”).

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¹ 95,480 shares of Common Stock owned by the Andrea Rich Trust of which Dr. Rich serves as co-trustee and shares voting and dispositive power with regard to the Common Stock held by the Andrea Rich Trust.  Dr. Rich and his children also are beneficiaries of the Andrea Rich Trust. 

² This percentage is based on 2,291,811 shares of Common Stock outstanding as of January 4, 2023, as reported in the Issuer's Form 8-K.  

¹ 95,480 shares of Common Stock owned by the Stuart Rich Trust.  Mrs. Rich serves as trustee of the Stuart Rich Trust and delegated to Dr. Rich, in his capacity as special asset advisor, voting and dispositive power with regard to the Common Stock held by the Stuart Rich Trust.  Mrs. Rich and her children also are beneficiaries of the Stuart Rich Trust. 

² This percentage is based on 2,291,811 shares of Common Stock outstanding as of January 4, 2023, as reported in the Issuer's Form 8-K. 

SCHEDULE 13D

This Amendment No. 3 on Schedule 13D (“Schedule 13D/A”), which amends the statement on Schedule 13D dated June 22, 2021, as further amended on October 12, 2021 and September 21, 2022 (“Schedule 13D”), is filed with the SEC by Dr. Rich and the Trusts (collectively with Dr. Rich, the “Reporting Persons”).  Except as expressly amended below, the Schedule 13D remains in effect.  Capitalized terms used but not defined in this Schedule 13D/A shall have the meanings set forth in the Schedule 13D. 

This Schedule 13D/A is being filed to show the Reporting Persons’ beneficial ownership further to increases in the number of issued and outstanding shares of the Issuer’s Common Stock.  In addition on January 4, 2023, the Issuer effected a one-for-twenty (1:20) reverse stock split, whereby every twenty shares of the Issuer’s Common Stock was automatically converted into one share of the Issuer’s Common Stock.

Item 1. Security and Issuer

This Schedule 13D/A relates to the Issuer’s Common Stock. The principal executive offices of the Issuer are located at 101 Glen Lennox Drive, Suite 300, Chapel Hill, North Carolina 27517.

Item 4. Purpose of Transaction

Dr. Rich 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. Rich 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. Rich does not have any present plans which relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of  Schedule 13D. 

Other than as described above, and except that the Trusts 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 it to one or more purchasers, the Trusts do not have any present plans which relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. 

Item 5. Interest in Securities of the Issuer

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.