Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
15 11월 2024 - 2:21AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 1)*
Tenax Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
88032L605
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
¨ Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for purposes 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).
(1) |
NAMES
OF REPORTING PERSONS |
|
|
|
CVI Investments, Inc. |
|
|
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
|
(3) |
SEC
USE ONLY |
|
|
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
Cayman Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(5) |
SOLE VOTING POWER |
|
0 |
|
(6) |
SHARED VOTING POWER ** |
|
0 |
|
(7) |
SOLE DISPOSITIVE POWER |
|
0 |
|
(8) |
SHARED DISPOSITIVE POWER ** |
|
0 |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
0 |
|
|
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
|
|
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0% |
|
|
(12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
|
|
** Heights Capital Management, Inc. is the investment manager to CVI
Investments, Inc. and as such may exercise voting and dispositive power over these shares.
(1) |
NAMES
OF REPORTING PERSONS |
|
|
|
Heights Capital Management, Inc. |
|
|
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
|
(3) |
SEC
USE ONLY |
|
|
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
Delaware |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
(5) |
SOLE VOTING POsWER |
|
0 |
|
(6) |
SHARED VOTING POWER ** |
|
0 |
|
(7) |
SOLE DISPOSITIVE POWER |
|
0 |
|
(8) |
SHARED DISPOSITIVE POWER ** |
|
0 |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
0 |
|
|
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
¨ |
|
|
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
0% |
|
|
(12) |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
|
|
** Heights Capital Management, Inc. is the investment manager to CVI
Investments, Inc. and as such may exercise voting and dispositive power over these shares.
Item 1.
Tenax Therapeutics, Inc. (the “Company”)
(b) |
Address of Issuer’s Principal Executive Offices |
101 Glen Lennox Drive, Suite 300, Chapel
Hill, NC 27517
Item 2(a). |
Name of Person Filing |
This statement is filed by the entities listed below, who
are collectively referred to herein as “Reporting Persons,” with respect to the shares of common stock of the Company, $0.0001
par value per share (the “Shares”).
| (ii) | Heights Capital Management, Inc. |
Item 2(b). |
Address of Principal Business Office or, if none, Residence |
The address of the principal business office of CVI Investments, Inc.
is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights
Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California
94111
Citizenship is set forth in Row 4 of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 2(d) |
Title of Class of Securities |
Common stock, $0.0001 par value per share
88032L605
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a: |
(a) |
¨ | Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
(b) |
¨ | Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d) |
¨ | Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
(e) |
¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3); |
(j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
(k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ________________
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) – (c) is
set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each
such Reporting Person.
Heights Capital Management, Inc., which serves as the
investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc.
Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following: x
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not applicable.
Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
Item 9. |
Notice of Dissolution of Group |
Not applicable.
By signing below each of the undersigned certifies
that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true,
complete, and correct.
Dated: November 12, 2024
CVI INVESTMENTS, INC. |
HEIGHTS CAPITAL MANAGEMENT, INC. |
|
|
By: |
Heights Capital Management, Inc. |
By: |
/s/
Brian Sopinsky |
pursuant to
a Limited Power of Attorney, a copy of which was previously filed |
Name:
Title: |
Brian Sopinsky
Secretary |
|
|
By: |
/s/ Brian Sopinsky |
|
Name: |
Brian Sopinsky |
|
Title: |
Secretary |
|
EXHIBIT INDEX
*Previously filed
Tenax Therapeutics (NASDAQ:TENX)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Tenax Therapeutics (NASDAQ:TENX)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024