COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 1st, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•], 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to r
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 8, 2024, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2022 • Tenax Therapeutics, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement for Units, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).
LICENSE AGREEMENT THIS AGREEMENT made and effective as of the date of last signing (herein the "Effective Date") by and between SYNTHETIC BLOOD INTERNATIONAL, INC., having a principal place of business at 3189 Airway Avenue, Building C, Costa Mesa, CA...License Agreement • July 26th, 2001 • Synthetic Blood International Inc • Services-commercial physical & biological research • Ohio
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Security Agreement • May 20th, 2022 • Tenax Therapeutics, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above as the Initial Exercise Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTION COPYSubscription Agreement • December 15th, 1997 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
SECURITIES PURCHASE AGREEMENT FOR UNITSSecurities Purchase Agreement • July 8th, 2021 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement for Units (this “Agreement”) is dated as of July 6, 2021, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit No. 10.2 Form 8-K Synthetic Blood International, Inc. File No. 2-31909 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 13, 2004, by and among Synthetic Blood International,...Registration Rights Agreement • May 26th, 2004 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Pre-Funded Common Stock Purchase Warrant • March 13th, 2020 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above as the Initial Exercise Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT OXYGEN BIOTHERAPEUTICS, INC.Common Stock Purchase Warrant • July 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the six (6) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Securities Agreement • March 13th, 2020 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 11, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of February 4, 2020 by and between the Company and H.C. Wainwright & Co., LLC.
TENAX THERAPEUTICS, INC. and DIRECT TRANSFER LLC as Warrant Agent Warrant Agency Agreement Dated as of February 12, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 12th, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of February 12, 2024 (“Agreement”), between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Direct Transfer LLC, a Delaware limited liability trust company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENT FOR UNITSSecurities Purchase Agreement • May 20th, 2022 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement for Units (this “Agreement”) is dated as of May 17, 2022, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (including its successors and assigns, the “Purchaser”).
OXYGEN BIOTHERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2014 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
The undersigned, Oxygen Biotherapeutics, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Oxygen Biotherapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 12th, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
UNDERWRITER COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Security Agreement • December 11th, 2018 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 7, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to 207,253 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company as of the date hereof pursuant to Section 2.3(iv) of the Underwriting Agreement, dated as of December 7, 2018 (the “Underwriting Agreement”), between the Company and Ladenburg Thalmann & Co. Inc. (“Ladenb
EXHIBIT 2 PROFESSIONAL SERVICES AGREEMENT ------------------------------- THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made this Friday, June 8th, 2001 by, and between, Synthetic Blood International, Inc. located at 3189 Airway Ave. Bldg.C,...Professional Services Agreement • December 12th, 2001 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
SECURITIES PURCHASE AGREEMENT FOR CLASS C AND CLASS D UNITSSecurities Purchase Agreement • July 8th, 2020 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement for Class C and Class D Units (this “Agreement”) is dated as of July 6, 2020, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 7, 2013, between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
5,181,346 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 5,181,346 SHARES OF COMMON STOCK), AND 10,362,692 WARRANTS (EXERCISABLE FOR 10,362,692 SHARES OF COMMON STOCK) OF TENAX THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2018 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
The undersigned, Tenax Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Tenax Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Placement Agent Common Stock Agreement • July 8th, 2020 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 6, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2013, between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENT December 8, 2011Placement Agency Agreement • December 9th, 2011 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TENAX THERAPEUTICS, INC.Pre-Funded Warrant Agreement • July 8th, 2021 • Tenax Therapeutics, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above as the Initial Exercise Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), up to ____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2013, between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2005 • Synthetic Blood International Inc • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 13, 2005 among Synthetic Blood International Inc., a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 17th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of SYNTHETIC BLOOD INTERNATIONAL, INC.Common Stock Purchase Warrant • September 22nd, 2008 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, FIONA International S.A., (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or prior to (the “Terminatior Date”) but not thereafter, to subscribe for and purchase from Synthetic Blood International, Inc., a New Jersey corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant is $0.247. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 6, 2024, by and among Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).
WITNESSETH:Stock Option Agreement • July 26th, 2001 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
TENAX THERAPEUTICS, INC. SALES AGREEMENTSales Agreement • July 14th, 2015 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENT TO PURCHASE CONVERTIBLE NOTES AND COMMON STOCK PURCHASE WARRANTS SYNTHETIC BLOOD INTERNATIONAL, INC.Securities Purchase Agreement • March 21st, 2008 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
The Securities, as described herein, have not been registered with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered in reliance on exemptions from registration provided in Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
ContractWarrant Agreement • August 6th, 2024 • Tenax Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
Form of WarrantWarrant Agreement • December 17th, 2007 • Synthetic Blood International Inc • Services-commercial physical & biological research • California
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or prior to , 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synthetic Blood International, Inc., a New Jersey corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant is $0.245. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
