Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
CUSIP No. 88032L209
|
13D
|
Page 1 of 4
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Tenax Therapeutics, Inc. |
| (Name of Issuer) |
| Common Stock, $0.0001 par value per share |
| (Title of Class of Securities) |
|
Declan Doogan
16 Hammock Beach Court
Palm Coast, Florida 32137
(860) 501-2121
|
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| June 30, 2021 |
| (Date of Event which Requires Filing of This Statement) |
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
[_].
Note: Schedules
filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosure provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
|
CUSIP No. 88032L209
|
13D
|
Page 2 of
4
|
|
1.
|
Names
of Reporting Persons
Declan
Doogan
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a) ☐
(b)
☐
|
|||
|
3.
|
SEC Use
Only
|
|||
|
4.
|
Source
of Funds (See Instructions)
OO
|
|||
|
5.
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) ☐
|
|||
|
6.
|
|
|||
|
Number
OfSharesBeneficiallyOwned ByEachReportingPerson
With
|
7.
|
Sole
Voting Power 3,070,000
|
||
|
8.
|
Shared
Voting Power 567,871
|
|||
|
9.
|
Sole
Dispositive Power 2,706,205
|
|||
|
10.
|
Shared
Dispositive Power 567,871
|
|||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,637,871
|
|||
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ☐
|
|||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
14.44%(1)
|
|||
|
14.
|
Type of
Reporting Person
IN
|
|||
|
|
|
|
|
|
(1) This percentage is based on 25,201,312 shares of
common stock of the Issuer outstanding as of August 12, 2021, as
reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 16,
2021.
|
CUSIP No. 88032L209
|
13D
|
Page 3 of
4
|
Item 1. Security and Issuer
This
Amendment No. 1 to Schedule 13D amends the Schedule 13D, dated June
22, 2021, with respect to the Common Stock, $0.0001 par value per
share (the “Common Stock”), of Tenax Therapeutics,
Inc., a Delaware corporation (the “Issuer”). Except as
expressly amended below, the Schedule 13D, dated June 22, 2021,
remains in effect.
Item 3. Source and Amount of Funds or Other
Consideration
The
information contained in Item 4 is incorporated by reference into
this Item 3.
Item 4. Purpose of Transaction
This
Amendment is being filed in connection with a gift of 567,871
shares of Common Stock on June 30, 2021 by Dr. Doogan to fund
the Declan Doogan 2021 GRAT DTD 03-04-2021 (the
“Trust”). Dorothy Doogan, Dr. Doogan’s wife, is
the trustee of the Trust. Per the terms of the Trust, during its
term the Trust must make annuity payments to Dr. Doogan which will
be accomplished by transferring shares of Common Stock back to Dr.
Doogan.
Item 5. Interest in Securities of the Issuer
Following Dr.
Doogan’s gift to the Trust, as described above, he is the
beneficial owner of 3,637,871 shares of Common Stock (or 14.44%
based on 25,201,312 shares outstanding on August 12, 2021),
consisting of (i) 3,070,000 shares held of record by him, and (ii)
567,871 shares held of record by the Trust, for which Mrs. Doogan,
as trustee, has voting and investment control and for which he is
deemed to share voting and investment control with Mrs. Doogan. Dr.
Doogan disclaims beneficial ownership of the shares of Common Stock
held by the Trust except to the extent of his pecuniary interest
therein.
The
only transaction by Dr. Doogan in the securities of the Issuer in
the 60 days preceding the filing of this Amendment No. 1 was the
gift of shares of Common Stock to the Trust, as discussed
above.
|
CUSIP No. 88032L209
|
13D
|
Page 4 of
4
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
|
|
|
||
|
|
|
|
|
| August 24, 2021 |
By:
|
/s/ Declan
Doogan
|
|
|
|
|
Declan Doogan, M.D. |
|
|
|
|
|
|