SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ARMISTICE CAPITAL, LLC

(Last)

(First)

(Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/06/2020

3. Issuer Name and Ticker or Trading Symbol
TENAX THERAPEUTICS, INC. [ TENX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value per share	1,523,611	D⁽¹⁾
Common Stock, $0.0001 par value per share	1,523,611	I	See Footnote 1

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Purchase Warrants	03/13/2020⁽²⁾	09/13/2025	Common Stock	2,360,313	1.04	D⁽¹⁾
Common Stock Purchase Warrants	03/13/2020⁽²⁾	09/13/2025	Common Stock	2,360,313	1.04	I	See Footnote⁽¹⁾
Common Stock Purchase Warrants	12/11/2018⁽²⁾	12/11/2020	Common Stock	2,072,538	1.93	D⁽¹⁾
Common Stock Purchase Warrants	12/11/2018⁽²⁾	12/11/2020	Common Stock	2,072,538	1.93	I	See Footnote⁽¹⁾
Common Stock Purchase Warrants	12/11/2018⁽²⁾	12/11/2023	Common Stock	2,072,538	1.93	D⁽¹⁾
Common Stock Purchase Warrants	12/11/2018⁽²⁾	12/11/2023	Common Stock	2,072,538	1.93	I	See Footnote⁽¹⁾
Pre-Funded Common Stock Purchase Warrants	07/06/2020⁽³⁾	⁽⁴⁾	Common Stock	5,260,005	0.0001	D⁽¹⁾
Pre-Funded Common Stock Purchase Warrants	07/06/2020⁽³⁾	⁽⁴⁾	Common Stock	5,260,005	0.0001	I	See Footnote⁽¹⁾
Series B Common Stock Purchase Warrants	07/06/2020⁽³⁾	01/06/2026	Common Stock	3,175,924	0.903	D⁽¹⁾
Series B Common Stock Purchase Warrants	07/06/2020⁽³⁾	01/06/2026	Common Stock	3,175,924	0.903	I	See Footnote⁽¹⁾
Series C Common Stock Purchase Warrants	07/06/2020⁽³⁾	01/06/2026	Common Stock	4,607,692	0.903	D⁽¹⁾
Series C Common Stock Purchase Warrants	07/06/2020⁽³⁾	01/06/2026	Common Stock	4,607,692	0.903	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

ARMISTICE CAPITAL, LLC

(Last)

(First)

(Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Armistice Capital Master Fund Ltd.

(Last)

(First)

(Middle)

C/O DMS CORPORATE SERVICES LTD.

20 GENESIS CLOSE, P.O. BOX 314

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Boyd Steven

(Last)

(First)

(Middle)

C/O ARMISTICE CAPITAL, LLC

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise.

3. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 19.99% beneficial owner of the Shares following such exercise.

4. These warrants do not expire.

	Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member	07/16/2020
	Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director	07/16/2020
	/s/ Steven Boyd	07/16/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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