0001654954-24-003827 | 10-K | XBRL Viewer

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2023

	December 31, 2023		December 31, 2022
Operating costs	$	236,878	$	245,391
Lease liability		-		119,393
Employee related		775,590		410,261
	$	1,012,468	$	775,045

STOCKHOLDERS EQUITY (Details 6) - $ / shares	12 Months Ended
STOCKHOLDERS EQUITY (Details 6) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Number of shares, Options Outstanding, Ending	624
Grant under 2016 Plan [Member]
Number of shares, Options Outstanding, Beginning	293	415
Number of shares, Options Outstanding, cancelled/forfeited	(9)	(122)
Number of shares, Options Outstanding, Ending	284	293
Weighted average exercise price, option outstanding, Beginning Balance	$ 3,210.40	$ 3,040.00
Warrants,Weighted average exercise price, Options cancelled/forfeited	1,888.00	2,593.60
Weighted average exercise price, option outstanding, Ending Balance	$ 3,251.77	$ 3,210.40

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 9,792,130	$ 2,123,682
Prepaid expenses	1,639,797	738,927
Other current assets	251,583	345,856
Total current assets	11,683,510	3,208,465
Right of use asset	0	179,503
Property and equipment, net	0	7,189
Other assets	1,117	9,552
Total assets	11,684,627	3,404,709
Current liabilities
Accounts payable	2,073,149	448,425
Accrued liabilities	1,012,468	775,045
Note Payable	500,903	624,302
Total current liabilities	3,586,520	1,847,772
Long term liabilities
Lease liability	0	64,196
Total long term liabilities	0	64,196
Total liabilities	3,586,520	1,911,968
Stockholders' equity
Common stock, par value $0.0001 per share; authorized 400,000,000 shares; issued and outstanding 298,281 as of December 31, 2023 and 28,648 as of December 31, 2022	30	3
Additional paid-in capital	305,350,830	291,034,818
Accumulated deficit	(297,252,753)	(289,542,080)
Total stockholders' equity	8,098,107	1,492,741
Total liabilities and stockholders' equity	11,684,627	3,404,709
Series A Preferred Stock [Member]
Stockholders' equity
Preferred stock, undesignated, authorized 4,818,654 shares; See Note E Series A Preferred stock, par value $0.0001, issued 5,181,346 shares; outstanding 210, as of December 31, 2023 and December 31, 2022, respectively	$ 0	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (7,710,673)	$ (11,047,895)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	7,570	5,143
Interest on debt instrument	23,967	4,443
Amortization of right of use asset	0	108,189
(Gain)/Loss on sale of equipment	1,125	(2,901)
Issuance and vesting of compensatory stock options and warrants	190,850	365,314
Changes in operating assets and liabilities
Accounts receivable, prepaid expenses and other assets	(305,694)	(356,520)
Accounts payable and accrued liabilities	1,889,323	(344,951)
Long term portion of lease liability	0	(119,393)
Net cash used in operating activities	(5,903,532)	(11,388,571)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale/(purchase) of property and equipment	2,843	(2,323)
Net cash (used in) provided by investing activities	2,843	(2,323)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of warrants and pre-funded warrants, net of issuance costs	14,192,278	7,928,591
Proceeds from the exercise of warrants	1,161	2,063
Payments on short-term note	(624,302)	0
Net cash provided by financing activities	13,569,137	7,930,654
Net change in cash and cash equivalents	7,668,448	(3,460,240)
Cash and cash equivalents, beginning of period	2,123,682	5,583,922
Cash and cash equivalents, end of period	9,792,130	2,123,682
Non-cash operating activity
Addition to prepaids for insurance premium	(500,903)	(624,302)
Non-cash financing activity
Addition to notes payable for financing insurance premium	$ 500,903	$ 624,302

STOCKHOLDERS EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Warrants Activity

	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2021		13,080		$	2,323.10
Issued		6,623			1,008.00
Amended and restated		(5,754	)		2,756.09
Amended and restated		5,754			1,008.00
Outstanding at December 31, 2022		19,703		$	1,370.58
Issued		216,667			180.00
Exercised		(214,842	)		180.00
Canceled		(1,834	)		3,142.54
Outstanding at December 31, 2023		19,694		$	1,095.27

Summary of vest based option outstanding

	Number of Options		WA Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (Years)

Vested		350	$	4,719.64	$	-		6.9
Vested & expected to vest		593	$	3,299.59	$	-		7.4

Schedule of options outstanding

				Options Outstanding at December 31, 2023				Options Exercisable and Vested at December 31, 2023
Exercise Price				Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Exercise Price
$	992.00	$	2,960.00		569		7.7		295	$	1,872.06
$	3,200.00	$	16,960.00		47		6.0		47	$	7,801.03
$	66,240.00	$	101,120.00		5		2.8		5	$	71,190.16
$	109,440.00	$	180,800.00		3		0.7		3	$	145,623.66
					624		7.5		350	$	4,719.64

Schedule of Black-Scholes Option Pricing model

Remaining contractual term	5 Years
Risk free interest rate		2.23	%
Expected dividends		-
Expected Volatility		105.69	%

2016 Plan Stock Options

Schedule of Black-Scholes Option Pricing model

	For the year ended December 31,
	2022
Risk-free interest rate (weighted average)		3.08	%
Expected volatility (weighted average)		102.01	%
Expected term (in years)		7.0
Expected dividend yield		0.00	%

Schedule of outstanding stock options

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price
Balances at December 31, 2021		415		$	3,040.00
Options cancelled/forfeited		(122	)	$	2,593.60
Balances at December 31, 2022		293		$	3,210.40
Options cancelled/forfeited		(9	)	$	1,888.00
Balances at December 31, 2023		284		$	3,251.77

2022 Plan Stock Options

Schedule of outstanding stock options

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price
Balances at December 31, 2021		-		$	-
Options granted		357		$	992.00
Options cancelled/forfeited		(5	)	$	992.00
Balances at December 31, 2022		352		$	992.00
Options cancelled/forfeited		(21	)	$	992.00
Balances at December 31, 2023		331		$	992.00

2022 Stock Incentive Plan

Summarizes shares available for grant

	Shares Available for Grant
Balances, at December 31, 2021		-
Shares reserved under 2022 Plan		688
Shares rolled over from 2016 Plan		512
Options granted		(357	)
Options cancelled/forfeited		127
Balances, at December 31, 2022		970
Options granted		-
Options cancelled/forfeited		30
Balances, at December 31, 2023		1,000

1999 Plan Stock Options

Schedule of outstanding stock options

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balances at December 31, 2021		23		$	67,616.00
Options cancelled		(11	)	$	44,667.20
Balances at December 31, 2022		12		$	89,820.00
Options cancelled		(3	)	$	100,165.31
Balances at December 31, 2023		9		$	86,108.80	$	-

BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2023

BALANCE SHEET COMPONENTS

BALANCE SHEET COMPONENTS

NOTE C—BALANCE SHEET COMPONENTS

Property and equipment, net

Property and equipment primarily consist of office furniture and fixtures.

Depreciation and amortization expense were $7,570 and $5,143 for the years ended December 31, 2023 and 2022, respectively.

Accrued liabilities

Accrued liabilities consist of the following:

	December 31, 2023		December 31, 2022
Operating costs	$	236,878	$	245,391
Lease liability		-		119,393
Employee related		775,590		410,261
	$	1,012,468	$	775,045

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Commitments and contingencies; See Note F
Current Portion Included In Accrued Liabilities	$ 0	$ 119,393
Long Term Lease Liability	0	64,196
Total	$ 0	$ 183,589

STOCKHOLDERS EQUITY (Details 1)	12 Months Ended
STOCKHOLDERS EQUITY (Details 1)	Dec. 31, 2023
STOCKHOLDERS EQUITY
Remaining contractual term	5 years
Risk free interest rate	2.23%
Expected dividends	0.00%
Expected Volatility	105.69%

BALANCE SHEET COMPONENTS (Details Narrative) - USD ($)	12 Months Ended
BALANCE SHEET COMPONENTS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
BALANCE SHEET COMPONENTS
Depreciation expense	$ 7,570	$ 5,143

NOTE PAYABLE

12 Months Ended

Dec. 31, 2023

NOTE PAYABLE

NOTE PAYABLE

NOTE D—NOTE PAYABLE

Premium Finance Agreement

On December 31, 2023, the Company executed a premium finance agreement with Premium Funding Associates, Inc. The agreement financed the Company’s Directors and Officers Insurance Policy as well as the Errors and Omissions policy. The total amount financed was $548,750. The Company paid a down payment of $47,847 at execution leaving a balance of $500,903 payable in monthly installments of $47,847 through December 1, 2024. The agreement has an interest rate of 9.95%.

On December 31, 2022, the Company executed a premium finance agreement with Premium Funding Associates, Inc. The agreement financed the Company’s Directors and Officers Insurance Policy as well as the Errors and Omissions policy. The total amount financed was $693,669. The Company paid a down payment of $69,367 at execution leaving a balance of $624,302 payable in monthly installments of $58,873 through December 1, 2023. The agreement has an interest rate of 7.39%.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets
Net operating loss carryforwards	$ 36,835,386	$ 36,106,727
Accruals and others	307,305	300,353
Capitalized R&D	1,532,640	1,111,914
Contributions carryforwards	2,258	2,258
Valuation allowance	(38,677,587)	(37,521,252)
Net deferred tax assets	0	0
Deferred Tax Liabilities
Other liabilities	0	0
Net deferred tax liabilities	$ 0	$ 0

BALANCE SHEET COMPONENTS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
BALANCE SHEET COMPONENTS
Operating Costs	$ 236,878	$ 245,391
Lease Liability	0	119,393
Employee Related	775,590	410,261
Total	$ 1,012,468	$ 775,045

DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2023

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

NOTE A—DESCRIPTION OF BUSINESS

Tenax Therapeutics, Inc. (the “Company”) was originally formed as a New Jersey corporation in 1967 under the name Rudmer, David & Associates, Inc., and subsequently changed its name to Synthetic Blood International, Inc. On June 17, 2008, the stockholders of Synthetic Blood International approved the Agreement and Plan of Merger dated April 28, 2008, between Synthetic Blood International and Oxygen Biotherapeutics, Inc., a Delaware corporation. Synthetic Blood International formed Oxygen Biotherapeutics on April 17, 2008 to participate in the merger for the purpose of changing the state of domicile of Synthetic Blood International from New Jersey to Delaware. Certificates of Merger were filed with the states of New Jersey and Delaware and the merger was effective June 30, 2008. Under the Plan of Merger, Oxygen Biotherapeutics was the surviving corporation and each share of Synthetic Blood International common stock outstanding on June 30, 2008 was converted into one share of Oxygen Biotherapeutics common stock. On September 19, 2014, the Company changed its name to Tenax Therapeutics, Inc.

On November 13, 2013, the Company, through its wholly-owned subsidiary, Life Newco, Inc., a Delaware corporation, acquired certain assets of Phyxius Pharma, Inc., a Delaware corporation (“Phyxius”) pursuant to an Asset Purchase Agreement dated October 21, 2013 (the “Asset Purchase Agreement”), by and among the Company, Life Newco, Phyxius and the stockholders of Phyxius. Among these assets was a license with Orion Corporation (as amended, the “License”), a global healthcare company incorporated under the laws of Finland (“Orion”) for the exclusive, sublicensable right to develop and commercialize pharmaceutical products containing levosimendan, 2.5 mg/ml concentrate for solution for infusion / 5ml vial in the United States and Canada. On October 9, 2020 and January 25, 2022, the Company entered into an amendment to the License to include in the scope of the License two new oral product formulations containing levosimendan, in capsule and solid dosage form (TNX-103), and a subcutaneously administered dosage form (TNX-102), subject to specified limitations (together, the “Product”). In February 2024, the Company entered into an additional amendment to the License, providing global rights to oral and subcutaneous formulations of levosimendan used in the treatment of PH-HFpEF, revising the royalty structure, lowering the royalty rates, modifying milestones associated with certain regulatory and commercial achievements, and excluding from the Company’s right of first negotiation the right to commercialize new applications of levosimendan for neurological diseases and disorders developed by Orion. Pursuant to the License, the Company and Orion will agree to a new trademark when commercializing levosimendan in either of these forms. The term of the License has been extended until 10 years after the launch of the Product in the territory, provided that the License will continue after the end of the term in each country in the territory until the expiration of Orion’s patent rights in the Product in such country. In the event that no regulatory approval for the Product has been granted in the United States on or before September 20, 2030, however, either party will have the right to terminate the License with immediate effect. The Company intends to conduct two upcoming Phase 3 studies in pulmonary hypertension patients utilizing one of these oral formulations. See “Note–F - Commitments and Contingencies” below for a further discussion of the License.

On January 15, 2021, the Company, Life Newco II, Inc., a Delaware corporation and a wholly-owned, subsidiary of the Company (“Life Newco II”), PHPrecisionMed Inc., a Delaware corporation (“PHPM”) and Dr. Stuart Rich, solely in his capacity as holders’ representative ( the “Representative”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company acquired all of the equity of PHPM, a company developing pharmaceutical products containing imatinib for the treatment of PAH (“PAH”) in the United States and the rest of the world. Under the terms of the Merger Agreement, Life Newco II merged with and into PHPM, with PHPM surviving as a wholly-owned subsidiary of the Company (the “Merger”).

Going Concern

Management believes the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $297,252,753 and $289,542,080 on December 31, 2023 and 2022, respectively, and used cash in operations of $5,903,532 and $11,388,571 during the years ended December 31, 2023 and 2022, respectively. The Company requires substantial additional funds to complete clinical trials and pursue regulatory approvals. Management is actively seeking additional sources of equity and/or debt financing; however, there is no assurance that any additional funding will be available.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying December 31, 2023 balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, to maintain present financing, and to generate cash from future operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

STOCKHOLDERS EQUITY

12 Months Ended

Dec. 31, 2023

STOCKHOLDERS EQUITY

STOCKHOLDERS' EQUITY

NOTE E—STOCKHOLDERS’ EQUITY

Under the Company’s Certificate of Incorporation, the Board is authorized, without further stockholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.

Series A Stock

On December 11, 2018, the Company closed its underwritten offering of 5,181,346 units for net proceeds of approximately $9.0 million (the “2018 Offering”). Each unit consisted of (i) one share of the Company’s Series A convertible preferred stock, par value $0.0001 per share (the “Series A Stock”), (ii) a two-year warrant to purchase 1/1600^th of a share of common stock at an exercise price of $1.93, and (iii) a five-year warrant to purchase 1/1600^th of a share of common stock at an exercise price of $1.93. In accordance with ASC 480, Distinguishing Liabilities from Equity, the estimated fair value of $1,800,016 for the beneficial conversion feature was recognized as a deemed dividend on the Series A Stock during the year ended December 31, 2018.

As of December 31, 2023, and 2022 there were 210 shares of Series A Stock outstanding convertible into one share of common stock.

Common Stock and Pre-Funded Warrants

The Company’s Certificate of Incorporation authorizes it to issue 400,000,000 shares of $0.0001 par value common stock. As of December 31, 2023, and December 31, 2022, there were 298,281 and 28,648 shares of common stock issued and outstanding, respectively.

February 2023 Registered Public Offering (the “February 2023 Offering”)

On February 3, 2023, the Company entered into a securities purchase agreement with certain purchasers for the purchase and sale, in a registered public offering by the Company of (i) an aggregate of 86,994 shares of its common stock, and pre-funded warrants to purchase an aggregate of 21,341 shares of common stock and (ii) accompanying warrants to purchase up to an aggregate of 216,667 shares of its common stock at a combined offering price of $144 per share of common stock and associated common warrant, or $143.92 per pre-funded warrant and associated common warrant, resulting in gross proceeds of approximately $15.6 million. The net proceeds of the February 2023 Offering after deducting placement agent fees and direct offering expenses were approximately $14.1 million. The fair value allocated to the common stock, pre-funded warrants and warrants was $5.0 million, $1.2 million and $9.4 million, respectively.

May 2022 Private Placement (the “May 2022 Offering”)

On May 17, 2022, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to sell and issue to the investor 6,623 units in a private placement at a purchase price of $1,240 per unit. Each unit consisted of (i) one unregistered pre-funded warrant to purchase one share of common stock and (ii) one unregistered warrant to purchase one share of common stock (together with the pre-funded warrants, the “2022 Warrants”). In the aggregate, 13,246 shares of the Company’s common stock are underlying the 2022 Warrants. The net proceeds from the private placement, after direct offering expenses, were approximately $7.9 million. The fair value allocated to the pre-funded warrants and warrants was $4.2 million and $3.8 million, respectively.

Also, on May 17, 2022 and in connection with the May 2022 Offering, the Company entered into a registration rights agreement (the “May 2022 Registration Rights Agreement”) with the investor, pursuant to which the Company agreed to register for resale the shares of common stock issuable upon exercise of the 2022 Warrants within 120 days following the effective date of the May 2022 Registration Rights Agreement. Pursuant to the May 2022 Registration Rights Agreement, on May 25, 2022, the Company filed a resale registration statement on Form S-3 with the SEC, which went effective on June 3, 2022.

Additionally, in connection with the May 2022 Offering, the Company entered into a warrant amendment agreement with the investor, in consideration for the investor’s purchase of units in the May 2022 Offering, pursuant to which the Company agreed to amend certain previously issued warrants held by the investor.

Warrants

During the year ended December 31, 2023, the Company received approximately $511 and issued 21,335 shares of common stock upon the exercise of previously outstanding pre-funded warrants issued in connection with the Company’s February 7, 2023 offering.

During the year ended December 31, 2023, the Company issued 161,306 shares of common stock upon the alternative cashless exercise of previously outstanding warrants issued in connection with the Company’s February 7, 2023 offering.

During the year ended December 31, 2022, the Company received approximately $526 and issued 3,288 shares of common stock upon the exercise of previously outstanding pre-funded warrants issued in connection with the Company’s July 2020 offering.

During the year ended December 31, 2022, the Company received approximately $477 and issued 2,984 shares of common stock upon the exercise of previously outstanding pre-funded warrants issued in connection with the Company’s July 2021 Offering.

During the year ended December 31, 2022, the Company received approximately $1,060 and issued 6,623 shares of common stock upon the exercise of previously outstanding pre-funded warrants issued in connection with the Company’s May 2022 Offering.

As of December 31, 2023, the Company has 19,694 warrants outstanding. The following table summarizes the Company’s warrant activity for the year ended December 31, 2022 and 2023:

	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2021		13,080		$	2,323.10
Issued		6,623			1,008.00
Amended and restated		(5,754	)		2,756.09
Amended and restated		5,754			1,008.00
Outstanding at December 31, 2022		19,703		$	1,370.58
Issued		216,667			180.00
Exercised		(214,842	)		180.00
Canceled		(1,834	)		3,142.54
Outstanding at December 31, 2023		19,694		$	1,095.27

February 2023 Warrants

As described above, as a part of the February 2023 Offering, the Company issued registered warrants to purchase 216,667 shares of its common stock at an exercise price of $180.00 per share and contractual term of five years. In accordance with ASC 815, Derivatives and Hedging, these warrants are classified as equity and their relative fair value of approximately $10.6 million was recognized as additional paid in capital. The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock.

Remaining contractual term	5 Years
Risk free interest rate		2.23	%
Expected dividends		-
Expected Volatility		105.69	%

May 2022 Warrants

As described above, as a part of the May 2022 Offering, the Company issued unregistered warrants to purchase 6,623 shares of its common stock at an exercise price of $1,008.00 per share and contractual term of five and one-half years. The unregistered warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. In accordance with ASC 815, Derivatives and Hedging, these warrants are classified as equity and their relative fair value of approximately $3.8 million was recognized as additional paid in capital. The estimated fair value is determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock.

Stock Options

The following table summarizes all options outstanding as of December 31, 2023:

				Options Outstanding at December 31, 2023				Options Exercisable and Vested at December 31, 2023
Exercise Price				Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Exercise Price
$	992.00	$	2,960.00		569		7.7		295	$	1,872.06
$	3,200.00	$	16,960.00		47		6.0		47	$	7,801.03
$	66,240.00	$	101,120.00		5		2.8		5	$	71,190.16
$	109,440.00	$	180,800.00		3		0.7		3	$	145,623.66
					624		7.5		350	$	4,719.64

The following table summarizes options outstanding that have vested and are expected to vest based on options outstanding as of December 31, 2023:

	Number of Options		WA Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (Years)

Vested		350	$	4,719.64	$	-		6.9
Vested & expected to vest		593	$	3,299.59	$	-		7.4

2022 Stock Incentive Plan

In June 2022, the Company adopted the 2022 Stock Incentive Plan (the “2022 Plan”). Under the 2022 Plan, with the approval of the Board’s Compensation Committee, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards or other stock-based awards. On June 9, 2022, the Company’s stockholders approved the 2022 Plan, which authorizes for issuance under the 2022 Plan a total of 688 shares of common stock. Upon approval by the stockholders, the 2022 Plan superseded and replaced the Tenax Therapeutics, Inc. 2016 Stock Incentive Plan, as amended (the “2016 Plan”) and all shares of common stock remaining authorized and available for issuance under the 2016 Plan and any shares subject to outstanding awards under the 2016 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares automatically become available for issuance under our 2022 Plan.

	Shares Available for Grant
Balances, at December 31, 2021		-
Shares reserved under 2022 Plan		688
Shares rolled over from 2016 Plan		512
Options granted		(357	)
Options cancelled/forfeited		127
Balances, at December 31, 2022		970
Options granted		-
Options cancelled/forfeited		30
Balances, at December 31, 2023		1,000

2022 Plan Stock Options

Stock options granted under the 2022 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to employees. NSOs may be granted to employees, consultants and directors. Stock options under the 2022 Plan may be granted with a term of up to ten years and at prices no less than fair market value at the time of grant. Stock options granted generally vest over one to four years.

The following table summarizes the outstanding stock options under the 2022 Plan for the year ended December 31, 2023.

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price
Balances at December 31, 2021		-		$	-
Options granted		357		$	992.00
Options cancelled/forfeited		(5	)	$	992.00
Balances at December 31, 2022		352		$	992.00
Options cancelled/forfeited		(21	)	$	992.00
Balances at December 31, 2023		331		$	992.00

2016 Stock Incentive Plan

In June 2016, the Company adopted the 2016 Stock Incentive Plan (the “2016 Plan”). Under the 2016 Plan, with the approval of the Board’s Compensation Committee, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards or other stock-based awards. On June 16, 2016, the Company’s stockholders approved the 2016 Plan and authorized for issuance under the 2016 Plan a total of 94 shares of common stock. On June 13, 2019, the Company’s stockholders approved an amendment to the 2016 Plan which increased the number of shares of common stock authorized for issuance under the 2016 Plan to a total of 469 shares, up from 94 shares previously authorized. On June 10, 2021, the Company’s stockholders approved an amendment to the 2016 Plan which increased the number of shares of common stock authorized for issuance under the 2016 Plan to a total of 938 shares, up from 469 shares previously authorized. In June 2022, the 2016 Plan was superseded and replaced by the 2022 Plan and no new awards will be granted under the 2016 Plan going forward. Any awards outstanding under the 2016 Plan on the date of approval of the 2022 Plan remain subject to the 2016 Plan. Upon approval of the 2022 Plan, all shares of common stock remaining authorized and available for issuance under the 2016 Plan and any shares subject to outstanding awards under the 2016 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares automatically become available for issuance under our 2022 Plan.

2016 Plan Stock Options

Stock options granted under the 2016 Plan could be either ISOs or NSOs. ISOs could be granted only to employees. NSOs could be granted to employees, consultants and directors. Stock options under the 2016 Plan could be granted with a term of up to ten years and at prices no less than fair market value at the time of grant. Stock options granted generally vest over three to four years.

The following table summarizes the outstanding stock options under the 2016 Plan for the year ended December 31, 2023.

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price
Balances at December 31, 2021		415		$	3,040.00
Options cancelled/forfeited		(122	)	$	2,593.60
Balances at December 31, 2022		293		$	3,210.40
Options cancelled/forfeited		(9	)	$	1,888.00
Balances at December 31, 2023		284		$	3,251.77

The Company chose the “straight-line” attribution method for allocating compensation costs of each stock option over the requisite service period using the Black-Scholes Option Pricing Model to calculate the grant date fair value.

The Company used the following assumptions to estimate the fair value of options granted under the 2016 Plan for the years ended December 31, 2022. The Company had no option issuances under the 2016 plan during the year ending December 31, 2023.

	For the year ended December 31,
	2022
Risk-free interest rate (weighted average)		3.08	%
Expected volatility (weighted average)		102.01	%
Expected term (in years)		7.0
Expected dividend yield		0.00	%

Risk-Free Interest Rate

The risk-free interest rate assumption was based on U.S. Treasury instruments with a term that is consistent with the expected term of the Company’s stock options.

Expected Volatility

The expected stock price volatility for the Company’s common stock was determined by examining the historical volatility and trading history for its common stock over a term consistent with the expected term of its options.

Expected Term

The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. It was calculated based on the Company’s historical experience with its stock option grants.

Expected Dividend Yield

The expected dividend yield of 0% is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not anticipate paying any dividends in the near future.

Forfeitures

As stock-based compensation expense recognized in the statement of operations for the years ended December 31, 2023 and 2022 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on the Company’s historical experience.

The Company recorded compensation expense for these stock options grants of $116,089 and $223,277 for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, there were unrecognized compensation costs of approximately $73,701 related to non-vested stock option awards under the 2022 Plan that will be recognized on a straight-line basis over the weighted average remaining vesting period of 1.42 years.

1999 Stock Plan

In October 2000, the Company adopted the 1999 Stock Plan, as amended and restated on June 17, 2008 (the “1999 Plan”). Under the 1999 Plan, with the approval of the Compensation Committee of the Board of Directors, the Company could grant stock options, restricted stock, stock appreciation rights and new shares of common stock upon exercise of stock options. On March 13, 2014, the Company’s stockholders approved an amendment to the 1999 Plan which increased the number of shares of common stock authorized for issuance under the 1999 Plan to a total of 125 shares, up from 10 previously authorized. On September 15, 2015, the Company’s stockholders approved an additional amendment to the 1999 Plan which increased the number of shares of common stock authorized for issuance under the 1999 Plan to a total of 157 shares, up from 125 previously authorized. The 1999 Plan expired on June 17, 2018 and no new grants may be made under that plan after that date. However, unexpired awards granted under the 1999 Plan remain outstanding and subject to the terms of the 1999 Plan.

1999 Plan Stock Options

Stock options granted under the 1999 Plan may be ISOs or NSOs. ISOs could be granted only to employees. NSOs could be granted to employees, consultants and directors. Stock options under the 1999 Plan could be granted with a term of up to ten years and at prices no less than fair market value for ISOs and no less than 85% of the fair market value for NSOs. Stock options granted generally vest over one to three years.

The following table summarizes the outstanding stock options under the 1999 Plan for the years ended December 31, 2023 and 2022:

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balances at December 31, 2021		23		$	67,616.00
Options cancelled		(11	)	$	44,667.20
Balances at December 31, 2022		12		$	89,820.00
Options cancelled		(3	)	$	100,165.31
Balances at December 31, 2023		9		$	86,108.80	$	-

The Company had no compensation expense for stock options grants for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, there were no unrecognized compensation costs related to non-vested stock option awards under the 1999 Plan.

In connection with the retirement of the Company’s former Chief Executive Officer (“CEO”), effective July 13, 2021 (the “Modification Date”), the Company modified the terms of the former CEO’s outstanding stock awards to: (1) accelerate the 1,906 unvested shares underlying his outstanding stock awards immediately as of the Modification Date and (2) extend the period during which his outstanding stock awards for an aggregate of 2,734 shares may be exercised through the earlier of the stock award’s original termination date or the five-year anniversary of the Modification Date.

The Company determined that the extension of the period during which the vested shares may be exercised was a Type 1 modification pursuant to ASC 718, Compensation-Stock Compensation. However, acceleration of vesting and extension of the exercise period for the remaining Stock Awards was a Type 3 modification pursuant to ASC 718 because absent the modification terms, those Stock Awards would have been forfeited as of the former CEO’s retirement date.

On the Modification Date, the Company recognized approximately $187,000 of compensation expense, which is included in General and administrative expense for the year ended December 31, 2022, with respect to these modifications.

Inducement Stock Options

The Company granted two employment inducement stock option awards, one for 63 shares of common stock and the other for 156 shares of common stock, to its new CEO on July 6, 2021.

The employment inducement stock option for 63 shares of common stock was awarded in accordance with the employment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4) and was therefore not awarded under the Company’s stockholder approved equity plan. The option award was to vest as follows: 50% upon initiation of a Phase 3 trial for levosimendan by June 30, 2022; and 50% upon initiation of a Phase 3 trial for imatinib by June 30, 2022. The options had a 10-year term and an exercise price of $3,152.00 per share, the July 6, 2021 closing price of our common stock. As of December 31, 2022, none of the vesting milestones had been achieved and the options were subsequently cancelled. The estimated fair value of this inducement stock option award was $178,291 using a Black-Scholes option pricing model based on market prices and the following assumptions at the date of inducement option grant: risk-free interest rate of 1.37%, dividend yield of 0%, volatility factor for our common stock of 103.50% and an expected life of 10 years.

The employment inducement stock option award for 156 shares of common stock also was awarded in accordance with the employment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4) and was therefore not awarded under the Company’s stockholder approved equity plan. The option award will vest as follows: 25% on the one-year anniversary of the CEO’s employment start date and an additional 25% on each of the following three anniversaries of the CEO’s employment start date, subject to continued employment. The options have a 10-year term and an exercise price of $3,152 per share, the July 6, 2021 closing price of our common stock. As of December 31, 2023, half of the vesting milestones have been achieved.

The estimated fair value of this inducement stock option award was $403,180 using a Black-Scholes option pricing model based on market prices and the following assumptions at the date of inducement option grant: risk-free interest rate of 1.13%, dividend yield of 0%, volatility factor for our common stock of 99.36% and an expected life of 7 years.

The Company granted an employment inducement stock option award for 156 shares of common stock to our Chief Medical Officer on January 15, 2021. This employment inducement stock option was awarded in accordance with the employment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4) and was therefore not awarded under the Company’s stockholder approved equity plan. The option award will vest as follows: 25% upon initiation of a Phase 3 trial; 25% upon database lock; 25% upon acceptance for review of an investigational NDA; and 25% upon approval. The options have a 10-year term and an exercise price of $2,848 per share, the January 15, 2021 closing price of our common stock. As of December 31, 2023, one of the vesting milestones have been achieved. The estimated fair value of the inducement stock option award granted was $402,789 using a Black-Scholes option pricing model based on market prices and the following assumptions at the date of inducement option grant: risk-free interest rate of 11%, dividend yield of 0%, volatility factor for our common stock of 103.94% and an expected life of 10 years.

Inducement stock option compensation expense totaled $74,761 for the year ended December 31, 2023. As of December 31, 2023, there was $356,685 of remaining unrecognized compensation expense related to these inducement stock options.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

STOCKHOLDERS EQUITY (Details 8) - USD ($)	12 Months Ended
STOCKHOLDERS EQUITY (Details 8) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Number of shares, Options Outstanding, Ending	624
Stock Options 1999 Plan [Member]
Number of shares, Options Outstanding, Beginning	12	23
Number of shares, Options Outstanding Options cancelled	(3)	(11)
Number of shares, Options Outstanding, Ending	9	12
Weighted average exercise price, option outstanding, Beginning Balance	$ 89,820.00	$ 67,616.00
Warrants,Weighted average exercise price, Options cancelled	100,165.31	44,667.20
Weighted average exercise price, option outstanding, Ending Balance	$ 86,108.80	$ 89,820.00
Aggregate intrinsic value, option outstanding	$ 0

STOCKHOLDERS EQUITY (Details 5) - $ / shares	12 Months Ended
STOCKHOLDERS EQUITY (Details 5) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Number of shares, Options Outstanding, Ending	624
Grant under 2022 Plan
Number of shares, Options Outstanding, Beginning	352
Number of shares, Options Outstanding, Options granted		357
Number of shares, Options Outstanding, cancelled/forfeited	(21)	(5)
Number of shares, Options Outstanding, Ending	331	352
Weighted average exercise price, option outstanding, Beginning Balance	$ 992.00	$ 0
Weighted average exercise price, Options Options granted		992.00
Weighted average exercise price, Options cancelled/forfeited	992.00	992.00
Weighted average exercise price, option outstanding, Ending Balance	$ 992.00	$ 992.00

STOCKHOLDERS EQUITY (Details 7)	12 Months Ended
STOCKHOLDERS EQUITY (Details 7)	Dec. 31, 2023	Dec. 31, 2022
Risk-free interest rate (weighted average)	2.23%
Expected dividend yield	0.00%
Grant under 2022 Plan
Risk-free interest rate (weighted average)		3.08%
Expected volatility (weighted average)		102.01%
Expected term (in years)		7 years
Expected dividend yield		0.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Anti-dilutive Securities

	Year ended December 31,
	2023		2022

Warrants to purchase common stock		19,694		19,703
Pre-funded warrants to purchase common stock		-		-
Options to purchase common stock		936		968
Convertible preferred shares outstanding		210		210

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2021		210	15,754
Balance, amount at Dec. 31, 2021	$ 4,244,668	$ 0	$ 2	$ 282,738,851	$ (278,494,185)
Pre-funded warrants and warrants sold, net of offering costs	7,930,653			7,930,653
Exercise of pre-funded warrants, shares			12,893
Exercise of pre-funded warrants, amount	1		$ 1
Compensation on options issued	365,314			365,314
Net loss	(11,047,895)				(11,047,895)
Balance, shares at Dec. 31, 2022		210	28,647
Balance, amount at Dec. 31, 2022	1,492,741	$ 0	$ 3	291,034,818	(289,542,080)
Pre-funded warrants and warrants sold, net of offering costs	(282,647)			(282,647)
Compensation on options issued	190,850			190,850
Net loss	(7,710,673)				(7,710,673)
Public offering sale of common stock and warrants, shares			86,994
Public offering sale of common stock and warrants, amount	13,897,212		$ 9	13,897,203
Exercise of pre-funded warrants for cash, shares			18,076
Exercise of pre-funded warrants for cash, amount	511,311		$ 2	511,309
Exercise of pre-funded warrants, cashless, shares			3,259
Exercise of pre-funded warrants, cashless, amount	0		$ 0	0
Exercise of warrants, cashless, shares			161,131
Exercise of warrants, cashless, amount	0		$ 16	(16)
Stock split and fractional shares issued, shares			174
Stock split and fractional shares issued, amount	(687)			(687)
Balance, shares at Dec. 31, 2023		210	298,281
Balance, amount at Dec. 31, 2023	$ 8,098,107	$ 0	$ 30	$ 305,350,830	$ (297,252,753)

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended
	Feb. 08, 2024	Feb. 22, 2024	Feb. 19, 2024	Jan. 18, 2024	Jan. 11, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Issuance of pre fund warrant shares, offering price per share						$ 1,095.27	$ 15.87	$ 1,370.58	$ 2,323.10
Subsequent Events [Member]
Minimum public shares					500,000
Share description		Nasdaq confirming that the Company had over 500,000 publicly held shares of its common stock
Common stock, minimum closing price per share				$ 1.00
Levosimendan-based product			$ 10.0
Milestone payment			5.0
Aggregate milestone payment			$ 45.0
Subsequent Events [Member] \| Roth Capital Partners, LLC [Member]
Sale of common stock shares	421,260
Sale of common stock, price per share	$ 0.0001
Issuance of pre fund warrant shares	1,178,740
Warrants to purchase shares of common stock	3,200,000
Issuance of pre fund warrant shares, offering price per share	$ 5.65
Common warrant, pre-funded warrant per share price	$ 5.649
Gross proceeds from common stock warrants	$ 9.0
Estimated net proceeds from public offering after deduction of placement agent fees and estimated offering expenses payable	$ 8.0

STOCKHOLDERS EQUITY (Details 4) - Grant under 2022 Plan - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Options granted, beginning	970
Shares reserved under 2022 Plan		688
Shares rolled over from 2016 Plan		512
Options Granted	0	(357)
Options cancelled/forfeited	30	127
Options granted, ending	1,000	970

STOCKHOLDERS EQUITY (Details 2)	12 Months Ended
STOCKHOLDERS EQUITY (Details 2)	Dec. 31, 2023 $ / shares shares
Weighted average remaining contractual life	7 years 6 months
Number of options exercisable and vested	350
Options exercisable and vested weighted average exercise price \| $ / shares	$ 4,719.64
Number of options outstanding	624
Exercise Price One [Member]
Weighted average remaining contractual life	7 years 8 months 12 days
Number of options exercisable and vested	295
Options exercisable and vested weighted average exercise price \| $ / shares	$ 1,872.06
Exercise Price \| $ / shares	$ 992.00
Number of options outstanding	569
Exercise Price Two [Member]
Weighted average remaining contractual life	6 years
Number of options exercisable and vested	47
Options exercisable and vested weighted average exercise price \| $ / shares	$ 7,801.03
Exercise Price \| $ / shares	$ 3,200.00
Number of options outstanding	47
Exercise Price Three [Member]
Weighted average remaining contractual life	2 years 9 months 18 days
Number of options exercisable and vested	5
Options exercisable and vested weighted average exercise price \| $ / shares	$ 71,190.16
Exercise Price \| $ / shares	$ 66,240.00
Number of options outstanding	5
Exercise Price Four [Member]
Weighted average remaining contractual life	8 months 12 days
Number of options exercisable and vested	3
Options exercisable and vested weighted average exercise price \| $ / shares	$ 145,623.66
Exercise Price \| $ / shares	$ 109,440.00
Number of options outstanding	3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts and transactions of Tenax Therapeutics, Inc., Life Newco, Inc. and PHPrecisionMed Inc. All material intercompany transactions and balances have been eliminated in consolidation.

Reverse Stock Splits

The Company has adjusted the financial statements to reflect that on January 2, 2024, we effected a 1-for-80 reverse stock split (the “Reverse Stock Split”). The Company has also adjusted the financial statements to reflect that on January 4, 2023, we effected a 1-for-20 reverse stock split (the “Prior Reverse Stock Split”, together with the Reverse Stock Split, the “Reverse Stock Splits”). The Reverse Stock Splits did not change the number of authorized shares of capital stock or cause an adjustment to the par value of our capital stock. Pursuant to their terms, a proportionate adjustment was made to the per share exercise price and number of shares issuable under our outstanding stock options and warrants. The number of shares authorized for issuance pursuant to our equity incentive plans have also been adjusted proportionately to reflect the Reverse Stock Splits.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity date of three months or less, when acquired, to be cash equivalents.

Cash Concentration Risk

The Federal Deposit Insurance Corporation (the “FDIC”) insurance limits are $250,000 per depositor per insured bank. The Company had cash balances of $2,383,498 and $1,877,589 uninsured by the FDIC as of December 31, 2023 and 2022, respectively.

Liquidity and Capital Resources

The Company has financed its operations since September 1990 through the issuance of debt and equity securities and loans from stockholders. The Company had total current assets of approximately $11.7 million and $3.2 million and working capital of $8.1 million and $1.4 million as of December 31, 2023 and 2022, respectively.

The Company’s cash resources were approximately $9.8 million as of December 31, 2023, compared to cash resources of approximately $2.1 million as of December 31, 2022.

The Company expects to continue to incur expenses related to the development of levosimendan for pulmonary hypertension and other potential indications and, over the long term, imatinib for PAH, as well as identifying and developing other potential product candidates. Based on its resources on December 31, 2023, the Company believes that it has sufficient capital to fund its planned operations through 2024. However, the Company will need substantial additional financing in order to fund its operations beyond such period and thereafter until it can achieve profitability, if ever. The Company depends on its ability to raise additional funds through various potential sources, such as equity and debt financing, or to license its product candidates to another pharmaceutical company. The Company will continue to fund operations from cash on hand and through sources of capital similar to those previously described. The Company cannot provide assurance that it will be able to secure such additional financing, or if available, that it will be sufficient to meet its needs.

To the extent that the Company raises additional funds by issuing shares of its common stock or other securities convertible or exchangeable for shares of common stock, stockholders will experience dilution, which may be significant. In the event the Company raises additional capital through debt financings, the Company may incur significant interest expense and become subject to covenants in the related transaction documentation that may affect the manner in which the Company conducts its business. To the extent that the Company raises additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to its technologies or product candidates or grant licenses on terms that may not be favorable to the Company.

Preclinical Study and Clinical Accruals

The Company estimates its preclinical study and clinical trial expenses based on the services received pursuant to contracts with several research institutions and contract research organizations (“CROs”) that do or may conduct and manage preclinical and clinical trials on its behalf. The financial terms of the agreements vary from contract to contract, may be estimated by Tenax Therapeutics and outside advisors prior to contracting with a CRO, and may result in uneven expenses and payment flows. Preclinical study and clinical trial expenses include the following:

-	fees paid to CROs in connection with clinical trials,
-	fees paid to research institutions in conjunction with preclinical and clinical research studies, and
-	fees paid to contract manufacturers and service providers in connection with the production and testing of active pharmaceutical ingredients and drug materials for use in preclinical studies and clinical trials.

Property and Equipment, Net

Property and equipment are stated at cost, subject to adjustments for impairment, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method with estimated useful lives of three to seven years.

Maintenance and repairs are expensed as incurred, and improvements to leased facilities and equipment are capitalized.

Research and Development Costs

Research and development costs include, but are not limited to, (i) expenses incurred under agreements with CROs and investigative sites, which conduct our clinical trials; (ii) the cost of supplying clinical trial materials; (iii) payments to contract service organizations, as well as consultants; (iv) employee-related expenses, which include salaries and benefits; and (v) depreciation and other allocated expenses, which include direct and allocated expenses for equipment, laboratory and other supplies. All research and development expenses are expensed as incurred.

Income Taxes

Deferred tax assets and liabilities are recorded for differences between the financial statement and tax bases of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Stock-Based Compensation

The Company accounts for stock-based awards to employees in accordance with ASC 718, Compensation — Stock Compensation, which provides for the use of the fair value-based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. Fair values of equity securities are determined by management based predominantly on the trading price of the Company’s common stock. The values of these awards are based upon their grant-date fair value. That cost is recognized over the period during which the employee is required to provide service in exchange for the reward.

The Company accounts for equity instruments issued to non-employees in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Board (“ASC”) 505-50, Equity-Based Payments to Non-Employees. The Company records equity instruments at their fair value on the measurement date and periodically adjust them as the underlying equity instruments vest.

Loss Per Share

Basic loss per share, which excludes antidilutive securities, is computed by dividing net loss by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, restricted stock and warrants.

The following outstanding options, restricted stock grants, convertible preferred shares and warrants were excluded from the computation of basic and diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect.

	Year ended December 31,
	2023		2022

Warrants to purchase common stock		19,694		19,703
Pre-funded warrants to purchase common stock		-		-
Options to purchase common stock		936		968
Convertible preferred shares outstanding		210		210

Operating Leases

The Company determines if an arrangement includes a lease at inception. Operating leases are included in operating lease right-of-use assets, other current liabilities, and long-term lease liabilities in the Company’s consolidated balance sheet as of December 31, 2022. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses the incremental borrowing rate based on the information available at the lease commencement date. The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. The Company’s leases may include options to extend or terminate the lease which are included in the lease term when it is reasonably certain that the Company will exercise any such option. Lease expense is recognized on a straight-line basis over the expected lease term. The Company has elected to account for leases with an initial term of 12 months or less similar to previous guidance for operating leases, under which the Company will recognize those lease payments in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term.

Recent Accounting Pronouncements

In June 2016, the FASB issued an accounting standard update, ASU-2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that amends how credit losses are measured and reported for certain financial instruments that are not accounted for at fair value through net income. This standard requires that credit losses be presented as an allowance rather than as a write-down for available-for-sale debt securities and will be effective for interim and annual reporting periods beginning January 1, 2023, with early adoption permitted. We adopted this standard on January 1, 2023. Our adoption of the new guidance did not have a significant impact on our consolidated financial statements.

Fair Value

The Company determines the fair value of its financial assets and liabilities in accordance with ASC 820, Fair Value Measurements. The Company’s balance sheet includes the following financial instruments: cash and cash equivalents, investments in marketable securities and short-term notes payable. The Company considers the carrying amount of its cash and cash equivalents and short-term notes payable to approximate fair value due to the short-term nature of these instruments.

Accounting for fair value measurements involves a single definition of fair value, along with a conceptual framework to measure fair value, with a fair value defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. The fair value measurement hierarchy consists of three levels:

Level one	Quoted market prices in active markets for identical assets or liabilities;
Level two	Inputs other than level one inputs that are either directly or indirectly observable; and
Level three	Unobservable inputs developed using estimates and assumptions; which are developed by the reporting entity and reflect those assumptions that a market participant would use.

The Company applies valuation techniques that (1) place greater reliance on observable inputs and less reliance on unobservable inputs and (2) are consistent with the market approach, the income approach and/or the cost approach, and include enhanced disclosures of fair value measurements in the Company’s consolidated financial statements.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the financial position or reported results of operations for the periods presented. An adjustment has been made to the Consolidated Statements of Cash Flows for fiscal year ended December 31, 2022, to identify the non-cash expense related to a financing arrangement for prepaid insurance and notes payable amount of $624,302. This change in classification affects previously reported cash flows from operating activities and cash flows from financing activities.

STOCKHOLDERS EQUITY (Details 3) - Stock Options [Member]	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Number of option shares vested \| shares	350
Weighted average exercise price vested \| $ / shares	$ 4,719.64
Aggregate intrinsic value vested \| $	$ 0
Weighted average remaining contractual life vested	6 years 10 months 24 days
Number of option shares vested and expected to vest \| shares	593
Weighted average exercise price vested and expected to vest \| $ / shares	$ 3,299.59
Aggregate intrinsic value vested and expected to vest \| $	$ 0
Weighted average remaining contractual life vested and expected to vest	7 years 4 months 24 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Options To Purchase Common Stock[Member]
Anti- Securities Dilutive	936	968
Warrants To Purchase Common Stock[Member]
Anti- Securities Dilutive	19,694	19,703
Pre-Funded Warrants To Purchase Common Stock [Member]
Anti- Securities Dilutive	0	0
Covertible Preferred Shares Outstanding [Member]
Anti- Securities Dilutive	210	210

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	12 Months Ended
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
DESCRIPTION OF BUSINESS
Accumulated Deficit	$ (297,252,753)	$ (289,542,080)
Cash Used In Operating Activities	$ 5,903,532	$ 11,388,571

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 20, 2024	Jun. 30, 2023
Cover [Abstract]
Entity Registrant Name	TENAX THERAPEUTICS, INC.
Entity Central Index Key	0000034956
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		1,958,245
Entity Public Float			$ 7,031,280
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	001-34600
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	26-2593535
Entity Address Address Line 1	101 Glen Lennox Drive
Entity Address Address Line 2	Suite 300
Entity Address City Or Town	Chapel Hill
Entity Address State Or Province	NC
Entity Address Postal Zip Code	27517
City Area Code	919
Icfr Auditor Attestation Flag	false
Auditor Name	Cherry Bekaert LLP
Auditor Location	Raleigh, North Carolina
Auditor Firm Id	677
Local Phone Number	855-2100
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	TENX
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

INCOME TAXES (Details) - USD ($)	12 Months Ended
INCOME TAXES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
INCOME TAXES
U.S. federal tax benefit at statutory rate	$ (1,619,241)	$ (2,320,057)
State income tax benefit, net of federal benefit	(33,357)	(218,196)
Stock compensation	43,148	79,090
Other nondeductible	428	0
Change in state tax rate	0	116,392
Expiration of NOL Carryforward	458,930	0
Federal and state net operating loss adjustments	909	423,066
Other, including effect of tax rate brackets	(7,152)	8,850
Change in realizability of IPR and D	0	0
Change in valuation allowance	$ 1,156,336	$ 1,910,855

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Shares Issued	298,281	28,648
Common Stock, Shares Outstanding	298,281	28,648
Preferred Stock, Undesignated Shares Authorized	4,818,654	4,818,654
Series A Preferred Stock [Member]
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Prefered Stock, Shares Issued	5,181,346	5,181,346
Prefered Stock ,Shares Outstanding	210	210

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses
General and administrative	$ 5,005,135	$ 5,675,231
Research and development	3,228,806	5,377,412
Total operating expenses	8,233,941	11,052,643
Net operating loss	8,233,941	11,052,643
Interest expense	23,967	4,443
Other income, net	(547,235)	(9,191)
Net loss	7,710,673	11,047,895
Total comprehensive loss	$ 7,710,673	$ 11,047,895
Net loss per share, basic and diluted	$ (31.04)	$ (600.71)
Weighted average number of common shares outstanding, basic and diluted	248,447	18,391

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments and contingencies; See Note F

COMMITMENTS AND CONTINGENCIES

NOTE F—COMMITMENTS AND CONTINGENCIES

Operating Leases

In January 2011, the Company entered into a lease (the “Lease”) with Concourse Associates, LLC (the “Landlord”) for its headquarters located at ONE Copley Parkway, Suite 490, Morrisville, North Carolina (the “Premises”). The Lease was amended in August 2015, March 2016 and April 2021 to extend the term for the 5,954 square foot rental. Pursuant to the Amendment dated April 2021, the existing lease term was extended through June 30, 2024 and the annual base rent of $125,034 would increase 2.5% annually for lease years two and three. On February 7, 2023, the Company entered into a Lease Termination Agreement with the Landlord, with respect to the Premises. As consideration for the Landlord’s entry into the Lease Termination Agreement, including a release of any claims the Landlord may have had against the Company under the Lease, the Company paid the Landlord $169,867. Pursuant to the Lease Termination Agreement, effective February 8, 2023, the Company has no remaining rent or further obligations to the Landlord pursuant to the Lease.

The Company performed an evaluation of its other contracts with customers and suppliers in accordance with ASC 842, Leases, and determined that, except for the Prior Lease described above, none of the Company’s contracts contain a lease.

The balance sheet classification of our lease liabilities was as follows:

	December 31, 2023		December 31, 2022
Current portion included in accrued liabilities	$	-	$	119,393
Long term lease liability		-		64,196
	$	-	$	183,589

The Company owns no real property. Beginning November 1, 2022, we maintain a membership providing dedicated office space, as well as shared services and shared space for meetings, catering, and other business activities, at our principal executive office relocated to 101 Glen Lennox Drive, Suite 300, Chapel Hill, North Carolina 27517.

The current rent is approximately $800 per month.

Simdax License Agreement

On November 13, 2013, the Company acquired, through its wholly-owned subsidiary, Life Newco, that certain License Agreement, dated September 20, 2013, as amended on October 9, 2020 and January 25, 2022, by and between Phyxius and Orion (as amended, the “License”), and that certain Side Letter, dated October 15, 2013 by and between Phyxius and Orion. On February 19, 2024, the Company and Orion entered into a further amendment to the license, which terms are described below under “Note I—Subsequent Events”.

The License grants the Company an exclusive, sublicensable right to develop and commercialize pharmaceutical

products containing levosimendan in the territory and, pursuant to the October 9, 2020 amendment, also includes two product dose forms containing levosimendan, in capsule and solid dosage form, and a subcutaneously administered product containing levosimendan, subject to specified limitations in the License. Pursuant to the License, the Company and Orion will agree to a new trademark when commercializing levosimendan in either of these forms.

The License also grants the Company a right of first refusal to commercialize new developments of the Product, including developments as to the formulation, presentation, means of delivery, route of administration, dosage or indication (i.e., line extension products).

Orion’s ongoing role under the License includes sublicense approval, serving as the sole source of manufacture, holding a first right to enforce intellectual property rights in the territory, and certain regulatory participation rights. Orion must notify the Company before the end of 2024 if it chooses not to exercise its right to supply oral formulations of levosimendan to the Company for commercialization in the territory. Additionally, the Company must grant back to Orion a broad non-exclusive license to any patents or clinical trial data related to the Product developed by the Company under the License. The term of the License extends until 10 years after the launch of the Product in the territory, provided that the License will continue after the end of the term in each country in the territory until the expiration of Orion’s patent rights in the Product in such country. In the event that no regulatory approval for the Product has been granted in the United States on or before September 20, 2030, however, either party will have the right to terminate the License with immediate effect.

Pursuant to the terms of the License, on November 13, 2013, the Company paid to Orion a non-refundable up-front payment in the amount of $1.0 million. The License also includes the following development milestones for which the Company must make non-refundable payments to Orion no later than 28 days after the occurrence of the applicable milestone event: (1) $2.0 million upon the grant of United States Food and Drug Administration approval, including all registrations, licenses, authorizations and necessary approvals, to develop and/or commercialize the Product in the United States; and (2) $1.0 million upon the grant of regulatory approval for the Product in Canada. Once commercialized, the Company is obligated to make certain non-refundable commercialization milestone payments to Orion, aggregating to up to $13.0 million, contingent upon achievement of certain cumulative net sales amounts in the territory. The Company also must pay Orion tiered royalties based on net sales of the Product in the territory made by the Company and its sublicensees. After the end of the License term, the Company must pay Orion a royalty based on net sales of the Product in the territory for as long as the Company sells the Product in the territory.

As of December 31, 2023, the Company has not met any of the developmental milestones under the License and, accordingly, has not recorded any liability for the contingent payments due to Orion.

Litigation

The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company’s consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use Of Estimates

Principles Of Consolidation

Reverse Stock Split

Cash And Cash Equivalents

The Company considers all highly liquid instruments with a maturity date of three months or less, when acquired, to be cash equivalents.

Cash Concentration Risk

Liquidity And Capital Resources

The Company’s cash resources were approximately $9.8 million as of December 31, 2023, compared to cash resources of approximately $2.1 million as of December 31, 2022.

Stock-Based Compensation

Loss Per Share

	Year ended December 31,
	2023		2022

Warrants to purchase common stock		19,694		19,703
Pre-funded warrants to purchase common stock		-		-
Options to purchase common stock		936		968
Convertible preferred shares outstanding		210		210

Recent Accounting Pronouncements

Fair Value

Level one	Quoted market prices in active markets for identical assets or liabilities;
Level two	Inputs other than level one inputs that are either directly or indirectly observable; and
Level three	Unobservable inputs developed using estimates and assumptions; which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Reclassification of Prior Year Presentation

Operating Leases

Income Taxes

Research and Development Costs

Property and Equipment, Net

Maintenance and repairs are expensed as incurred, and improvements to leased facilities and equipment are capitalized.

Preclinical Study and Clinical Accruals

-	fees paid to CROs in connection with clinical trials,
-	fees paid to research institutions in conjunction with preclinical and clinical research studies, and
-	fees paid to contract manufacturers and service providers in connection with the production and testing of active pharmaceutical ingredients and drug materials for use in preclinical studies and clinical trials.

STOCKHOLDERS EQUITY (Details) - USD ($)	12 Months Ended
STOCKHOLDERS EQUITY (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
STOCKHOLDERS EQUITY
Warrants outstanding beginning	19,703	13,080
Warrants issued	216,667	6,623
Warrants amended and restated		(5,754)
Warrants amended and restated		$ 5,754
Exercised	(214,842)
Canceled	(1,834)
Warrants outstanding ending	19,694	19,703
Warrants,Weighted average exercise price beginning	$ 1,370.58	$ 2,323.10
Weighted average exercise price, issued	180.00	1,008.00
Weighted average exercise price, Amended and restated		2,756.09
Weighted average exercise price, Amended and restated		1,008.00
Weighted average exercise price, excercised	180.00
Weighted average exercise price, Canceled	3,142.54
Warrants, weighted average exercise price, ending	$ 1,095.27	$ 1,370.58

COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Dec. 31, 2023 USD ($)
Annual Lease Term minimum	two
Annual Lease Term maximum	three
Optioin to extend description	The Lease was amended in August 2015, March 2016 and April 2021 to extend the term for the 5,954 square foot rental. Pursuant to the Amendment dated April 2021, the existing lease term was extended through June 30, 2024
Current rent	$ 800
Annual Base Rent Increased	$ 125,034
Percentage Of Annual Increase In Rent	2.50%
Simdax License Agreement [Member]
Grant paid to canadian authority	$ 1,000,000.0
Grant paid to authority	2,000,000.0
Non refundable up front payment	1,000,000.0
Non-refundable commercialization milestone payment	$ 13,000,000.0
Lease Term Period	10 years

BENEFIT PLAN

12 Months Ended

Dec. 31, 2023

BENEFIT PLAN

BENEFIT PLAN

NOTE G—401(k) BENEFIT PLAN

The Company sponsors a 401(k) Retirement Savings Plan (the “401(k) Plan”) for all eligible employees. Full-time employees over the age of eighteen are eligible to participate in the 401(k) Plan after 90 days of continuous employment. Participants may elect to defer earnings into the 401(k) Plan up to the annual IRS limits and the Company provides a matching contribution up to 5% of the participants’ annual salary in accordance with the 401(k) Plan documents. A third-party trustee manages the 401(k) Plan.

For the years ended December 31, 2023 and 2022, the Company recorded $66,196 and $90,873 for matching contributions expense, respectively.

INCOME TAXES

12 Months Ended

Dec. 31, 2023

INCOME TAXES

INCOME TAXES

NOTE H—INCOME TAXES

The Company has not recorded any income tax expense (benefit) for the period ended December 31, 2023 due to its history of net operating losses.

The reconciliation of income tax expenses (benefit) at the statutory federal income tax rate of 21% for the periods ended December 31, 2023 and December 31, 2022 is as follows:

	December 31,
	2023			2022
U.S. federal tax benefit at statutory rate	$	(1,619,241	)	$	(2,320,057	)
State income tax benefit, net of federal benefit		(33,357	)		(218,196	)
Stock compensation		43,148			79,090
Other nondeductible		428			-
Change in state tax rate		-			116,392
Expiration of NOL Carryforward		458,930			-
Federal and state net operating loss adjustments		909			423,066
Other, including effect of tax rate brackets		(7,152	)		8,850
Change in realizability of IPR&D		-			-
Change in valuation allowance		1,156,336			1,910,855

The tax effects of temporary differences and carry forwards that give rise to significant portions of the deferred tax assets are as follows:

	December 31,
Deferred Tax Assets	2023			2022
Net operating loss carryforwards	$	36,835,386		$	36,106,727
Accruals and other		307,305			300,353
Capitalized R&D		1,532,640			1,111,914
Contributions carryforwards		2,258			2,258
Valuation allowance		(38,677,587	)		(37,521,252	)
Net deferred tax assets		-			-
Deferred Tax Liabilities
Other liabilities		-			-
Net Deferred Tax Liabilities	$	-		$	-

The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time that it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced. The net increase in the valuation allowance during 2023 was approximately $1.2 million.

As of December 31, 2023, the Company had Federal and State net operating loss carryforwards of approximately $166.7 million and $130.8 million available to offset future federal and state taxable income, respectively. Federal net operating losses of $120.7 million begin to expire in 2024, while the remaining $46.0 million carryforward indefinitely. State net operating losses begin to expire in 2024.

Utilization of the net operating loss carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986, as amended, or the Code, and similar state provisions. The annual limitations may result in the expiration of the net operating losses before utilization.

We have U.S. federal net operating loss carryforwards, or NOLs, which expire in various years if not utilized. Under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes, such as research tax credits, to offset its future post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. We have not performed a formal study to determine whether any of our NOLs are subject to these limitations. We have recorded deferred tax assets for our NOLs and research and development credits and have recorded a full valuation allowance against these deferred tax assets. In the event that it is determined that we have in the past experienced additional ownership changes, or if we experience one or more ownership changes as a result of future transactions in our stock, then we may be further limited in our ability to use our NOLs and other tax assets to reduce taxes owed on the net taxable income that we earn in the event that we attain profitability. Any such limitations on the ability to use our NOLs and other tax assets could adversely impact our business, financial condition, and operating results in the event that we attain profitability.

The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There were no uncertain tax positions as of December 31, 2023 and 2022.

The Company files U.S. and state income tax returns with varying statutes of limitations. The tax years 2004 and forward remain open to examination due to the carryover of unused net operating losses or tax credits.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Section 50
-Paragraph 17
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Section S99
-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Dec. 31, 2023	Aug. 31, 2023	Dec. 31, 2022
Cash uninsured amount	$ 2,383,498		$ 1,877,589
Total current assets	11,700,000		3,200,000
Working capital amount	8,100,000		1,400,000
Cash resources	9,800,000		$ 2,100,000
Non-cash expense	$ 624,302
Intra Fi Network [Member]
Federal Deposit Insurance Corporation insurance limits		$ 250,000

NOTE PAYABLE (Details Narrative) - USD ($)	12 Months Ended
NOTE PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
NOTE PAYABLE
Note Payable	$ 500,903	$ 624,302
Proceeds from issuance of note payable	$ 548,750	$ 693,669
Interest rate on notes payable	9.95%	7.39%
Note payable downpayment	$ 47,847	$ 69,367
Monthly installment	$ 47,847	$ 58,873

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income tax rate	21.00%	21.00%
Description of income taxes	there is a cumulative change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period.
Valuation allowance, decrease	$ 1,200,000
Description for Operating Loss Carryforwards	begin to expire in 2024	begin to expire in 2024
Operating Loss Carryforwards	$ 8,233,941	$ 11,052,643
Federal [Member]
Operating Loss Carryforwards	166,700,000
Net operating losses	120,700,000
State [Member]
Operating Loss Carryforwards	130,800,000
Remaining operating losses carryforward	$ 46,000,000.0

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)			1 Months Ended			12 Months Ended		84 Months Ended
STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	Jul. 06, 2021	Dec. 11, 2018	Jun. 10, 2021	Jun. 13, 2019	Sep. 15, 2015	Dec. 31, 2023	Dec. 31, 2022	Mar. 13, 2021	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2021
Common Stock, Shares Authorized						400,000,000	400,000,000
Common Stock, Par Value						$ 0.0001	$ 0.0001
Common Stock, Shares Outstanding						298,281	28,648
Warrants outstanding ending						19,694	19,703		1,722,240	1,722,240	13,080
Risk-free interest rate						2.23%
Volatility Factor Rate						105.69%
May 2022 Warrants
Exercise price						$ 1,008.00
Warrant To Purchase Of Unregistered Common Stock						6,623
Warrant To Purchase Of Unregistered Common Stock, Value						$ 3,800,000
Warrants
Share issued						161,306
Febuary 2023 Offering
Warrant To Purchase Of Unregistered Common Stock						86,994
Common stock shares						21,341
Warrnat purchase						216,667
Offering Price						$ 144
Common stock warrant						$ 143.92
Gross proceeds form warrant						$ 15,600,000
Agent fees and direct offering expenses						14,100,000
fair value allocated						5,000,000.0
Pre-funded warrants						1,200,000
Warrant						$ 9,400,000
Febuary 2023
Warrnat purchase						216,667
Offering Price						$ 180.00
Warrant						$ 10,600,000
May 2022 Offering [Member] \| Pre-Funded Warrants [Member]
fair value allocated						4,200,000
Pre-funded warrants						511	$ 1,060
Warrant						$ 3,800,000
Stock issued during period, shares						6,623
Proceeds From Issuance Of Private Placement						$ 7,900,000
Pre-funded warrants issued						21,335	6,623
July 2020 Offering [Member] \| Pre-Funded Warrants [Member]
Pre-funded warrants							$ 526
Pre-funded warrants issued							3,288
February 2023 Offering [Member] \| Pre-Funded Warrants [Member]
Pre-funded warrants							$ 2,984
Pre-funded warrants issued							477
2016 Plan Stock Options
Unrecognized Compensation Costs						$ 73,701
Weighted average remaining vesting period						1 year 5 months 1 day
Stock Options Granted, Vesting Period						Stock options granted generally vest over three to four years.
Compensation Expense						$ 116,089	$ 223,277
2022 Stock Incentive Plan
Number Of Shares Of Common Stock Authorized For Issuance						688
Series A Stock Plan
Underwritten offering		5,181,346
Exercise price		$ 1.93
Pre-funded Warrants, Fair Value		$ 9,000,000.0
Estimated fair value		1,800,016
Inducement Stock Options [Member]
Unrecognized Compensation Costs						$ 356,685
Compensation Expense						$ 74,761	187,000
Inducement Stock Options [Member] \| Chief Medical Officer [Member]
Stock Option Award Granted						156
Stock Options Description						This employment inducement stock option was awarded in accordance with the employment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4) and was therefore not awarded under the Company’s stockholder approved equity plan. The option award will vest as follows: 25% upon initiation of a Phase 3 trial; 25% upon database lock; 25% upon acceptance for review of an investigational NDA; and 25% upon approval. The options have a 10-year term and an exercise price of $2,848 per share, the January 15, 2021 closing price of our common stock
Estimated Fair Value Of The Inducement Stock Option Award Granted							402,789
Risk-free interest rate						11.00%
Dividend Yield						0.00%
Volatility Factor Rate						103.94%
Expected Life						10 years
First Inducement Stock Options
Stock Option Award Granted	63
Stock Options Description						The options had a 10-year term and an exercise price of $3,152.00 per share, the July 6, 2021 closing price of our common stock
Estimated Fair Value Of The Inducement Stock Option Award Granted							$ 178,291
Risk-free interest rate						1.37%
Dividend Yield						0.00%
Volatility Factor Rate						103.50%
Expected Life						10 years
Second Inducement Stock Options
Stock Option Award Granted	156					403,180
Stock Options Description						The option award will vest as follows: 25% on the one-year anniversary of the CEO’s employment start date and an additional 25% on each of the following three anniversaries of the CEO’s employment start date, subject to continued employment. The options have a 10-year term and an exercise price of $3,152 per share, the July 6, 2021 closing price of our common stock
Risk-free interest rate						1.13%
Dividend Yield						0.00%
Volatility Factor Rate						99.36%
Expected Life						7 years
1999 Amended Stock Plan
Number Of Shares Of Common Stock Authorized For Issuance					125			10
Number Of Shares Previously Authorized For Issuance					157			125
2016 Stock Incentive Plan
Number Of Shares Of Common Stock Authorized For Issuance			938	156		94

401(k) BENEFIT PLAN (Details Narrative) - 401(k) Retirement Savings Plan [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Contribution Term Period	90 days
Contributions expense	$ 66,196	$ 90,873
Contribution percentage rate	5.00%

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE I—SUBSEQUENT EVENTS

	i.	The Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of Delaware for the purpose of effecting the Reverse Stock Split of the outstanding shares of the Company’s common stock at a ratio of one share for every 80 shares outstanding, so that every 80 outstanding shares of common stock before the Reverse Stock Split represents one share of common stock after the Reverse Stock Split. The Reverse Stock Split was approved by the Company’s stockholders at the special meeting of stockholders held on November 30, 2023 and the Company’s Board of Directors approved the Certificate of Amendment with a 1-for-80 ratio on December 8, 2023. The Reverse Stock Split was effective at 5:00 p.m. on January 2, 2024.

	ii.	On January 11, 2024, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) regarding compliance with Nasdaq Listing Rule 5550(a)(4) (the “Public Float Rule”) which requires the Company to have a minimum of 500,000 publicly held shares. The letter from Nasdaq indicated that according to its calculations, as of January 3, 2024, the day after the Company effected a 1-for-80 reverse split of its common stock, the Company no longer meets the requirements of the Rule. On February 22, 2024, the Company received written notification from the Nasdaq confirming that the Company had over 500,000 publicly held shares of its common stock and that as a result the Company had regained compliance with the Public Float Rule and that the matter was closed.

	iii.	On January 18, 2024, the Company received written notification from Nasdaq confirming that the Company’s common stock had a closing price of $1.00 or greater for the ten consecutive trading days from January 3, 2024 to January 17, 2024 and that as a result the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was closed.

	iv.	On February 6, 2024, the Company received a notice of allowance from the United States Patent and Trademark Office (USPTO) of a patent with claims covering the use of TNX-103 (oral levosimendan), TNX-102 (subcutaneous levosimendan), TNX-101 (IV levosimendan), the active metabolites of levosimendan (OR1896 and OR18955) and various combinations of cardiovascular drugs with levosimendan when used to improve exercise performance in PH-HFpEF patients.

	v.	On February 8, 2024, the Company, entered into a placement agency agreement with Roth Capital Partners, LLC and a securities purchase agreement with certain purchasers for the purchase and sale, in a registered public offering by the Company, of (i) an aggregate of 421,260 shares of its common stock, par value $0.0001 per share and pre-funded warrants to purchase an aggregate of 1,178,740 shares of common stock and (ii) accompanying warrants to purchase up to an aggregate of 3,200,000 shares of its common stock at a combined offering price of $5.65 per share of common stock and associated warrant, or $5.649 per pre-funded warrant and associated warrant, resulting in gross proceeds of approximately $9.0 million. Net proceeds of the Offering were approximately $8.0 million, after deducting the placement agent fees and estimated offering expenses payable by the Company. The offering closed on February 12, 2024.

vi.

On February 19, 2024, the Company and Orion entered into an amendment (the “Amendment”) to the License. The Amendment broadened the geographic scope of the original License, granting the Company the exclusive right to develop and commercialize certain levosimendan-based products worldwide, formerly rights limited to Canada and the United States, but excluded the treatment of neurological conditions from the Company’s right of first refusal under the Agreement to obtain rights to develop and commercialize new formulations, routes of administration, dosages, or indications of levosimendan-based products. The Amendment also reduced the tiered royalties based on worldwide net sales of the product by the Company and its sublicensees, increased the Agreement’s existing milestone payment due to Orion upon the grant of United States Food and Drug Administration approval of a levosimendan-based product to $10.0 million and added a milestone payment to Orion of $5.0 million due upon the grant of regulatory approval for a levosimendan-based product in Japan. The Amendment also (i) increased the Company’s obligations to make certain non-refundable commercialization milestone payments to Orion, aggregating to up to $45.0 million, contingent upon achievement of certain cumulative worldwide sales of the product by the Company, and (ii) reduced the maximum price per capsule payable by the Company to Orion, under a yet-to-be-negotiated supply agreement, for the commercial supply of oral levosimendan-based product.