0001654954-22-004036 | 10-K | XBRL Viewer

DESCRIPTION OF BUSINESS	12 Months Ended
Dec. 31, 2021
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, a global healthcare company incorporated under the laws of Finland (“Orion”) for the exclusive, sublicenseable 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 amended the license (as amended, the “License”), to include two new oral product dose forms containing levosimendan, in capsule and solid dosage form, and a subcutaneously administered product containing levosimendan, subject to certain limitations. 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 an upcoming Phase 3 study in pulmonary hypertension patients utilizing one of these oral formulations. See “Note 8 - 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”). See “Note 7 - Merger” below for a further discussion of 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 $278,494,185 and $246,019,827 on December 31, 2021 and 2020, respectively, and used cash in operations of $10,856,203 and $9,272,856 during the years ended December 31, 2021 and 2020, 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, 2021 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.

DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2021

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, a global healthcare company incorporated under the laws of Finland (“Orion”) for the exclusive, sublicenseable 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 amended the license (as amended, the “License”), to include two new oral product dose forms containing levosimendan, in capsule and solid dosage form, and a subcutaneously administered product containing levosimendan, subject to certain limitations. 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 an upcoming Phase 3 study in pulmonary hypertension patients utilizing one of these oral formulations. See “Note 8 - 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”). See “Note 7 - Merger” below for a further discussion of 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 $278,494,185 and $246,019,827 on December 31, 2021 and 2020, respectively, and used cash in operations of $10,856,203 and $9,272,856 during the years ended December 31, 2021 and 2020, 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, 2021 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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (32,474,358)	$ (9,851,391)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	4,116	4,077
Interest on debt instrument	949	1,627
Amortization of right of use asset	104,866	110,671
Gain on debt settlement and extinguishment	(247,233)	0
Issuance and vesting of compensatory stock options and warrants	773,787	252,646
Issuance of common stock and preferred stock for asset acquisition	21,582,331	0
Issuance of common stock for services rendered	0	100,000
Amortization of premium on marketable securities	9,427	7,069
Changes in operating assets and liabilities
Accounts receivable, prepaid expenses and other assets	(22,500)	698,374
Accounts payable and accrued liabilities	(544,589)	(535,550)
Long term portion of lease liability	(42,999)	(60,379)
Net cash used in operating activities	(10,856,203)	(9,272,856)
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of marketable securities	803,401	620,123
Purchase of marketable securities	(345,540)	(596,524)
Purchase of property and equipment	(5,252)	(3,490)
Net cash provided by investing activities	452,609	20,109
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock and pre-funded warrants, net of issuance costs	9,192,624	8,659,177
Proceeds from the exercise of warrants	544,651	1,693,161
Proceeds from the issuance of notes payable	0	244,657
Net cash provided by financing activities	9,737,275	10,596,995
Net change in cash and cash equivalents	(666,319)	1,344,248
Cash and cash equivalents, beginning of period	6,250,241	4,905,993
Cash and cash equivalents, end of period	5,583,922	6,250,241
Non-cash investing activity
Addition to right of use asset obtained from new operating lease liability	$ 333,779	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets
Cash and cash equivalents	$ 5,583,922	$ 6,250,241
Marketable securities		462,687
Fair Value Inputs Level 1 [Member]
Current Assets
Cash and cash equivalents	5,583,922	6,250,241
Marketable securities		0
Fair Value Inputs Level 2 [Member]
Current Assets
Cash and cash equivalents	0	0
Marketable securities		462,687
Fair Value Inputs Level 3 [Member]
Current Assets
Cash and cash equivalents	$ 0	0
Marketable securities		$ 0

BALANCE SHEET COMPONENTS (Details Narrative) - USD ($)	12 Months Ended
BALANCE SHEET COMPONENTS (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
BALANCE SHEET COMPONENTS
Depreciation and amortization expense	$ 4,116	$ 4,077

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)							1 Months Ended						12 Months Ended
STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	Jul. 06, 2021	Jun. 10, 2021	Jan. 15, 2021	Jul. 06, 2020	Mar. 13, 2020	Dec. 11, 2018	Jun. 30, 2020	Mar. 31, 2020	Jun. 13, 2019	Jun. 16, 2016	Sep. 15, 2015	Sep. 15, 2015	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Common stock, shares authorized													400,000,000	400,000,000
Common stock, par value													$ 0.0001	$ 0.0001
Common stock, shares issued													25,206,914	12,619,369
Common stock, shares outstanding													25,206,914	12,619,369
Warrant to purchase of common stock					1,610,313
Conversion of preferred stock into common stock, maximum ownership limit, percentage													4.99%
Proceeds from issuance or sale of equity													$ 9,192,624	$ 8,659,177
Warrants, exercise price													$ 1.45	$ 1.29	$ 1.94
Preferred Stock
Preferred stock, par value													$ 0.0001
Number of shares authorized													10,000,000
Second Inducement Stock Options
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.
Stock option award granted													250,000
Stock options exercise term													10 years
Stock options exercise price													$ 1.78
Risk-free interest rate													1.13%
Dividend yield													0.00%
Vvolatility factor rate													99.36%
Expected life													7 years
Estimated fair value of the inducement stock option award granted													$ 403,180
First Inducement Stock Options
Stock options description													The option award will 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.
Stock option award granted													100,000
Stock options exercise term													10 years
Stock options exercise price													$ 1.97
Risk-free interest rate													1.37%
Dividend yield													0.00%
Vvolatility factor rate													103.50%
Expected life													10 years
Estimated fair value of the inducement stock option award granted													$ 178,291
Inducement Stock Options
Stock options description													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.
Stock option award granted			250,000										250,000
Stock options exercise term			10 years
Stock options exercise price			$ 1.78
Risk-free interest rate													1.11%
Dividend yield													0.00%
Vvolatility factor rate													103.94%
Expected life													10 years
Estimated fair value of the inducement stock option award granted													$ 402,789
Compensation expense													194,143
Unrecognized compensation costs													778,658
2016 Stock Incentive Plan
Compensation expense													391,801	$ 218,148
Unrecognized compensation costs													$ 167,000
Number of shares previously authorized for issuance		750,000							150,000	150,000
Number of shares of common stock authorized for issuance		150,000							750,000
Stock options granted, vesting period													Stock options granted generally vest over three to four years
Weighted average remaining vesting period													9 months 25 days
Weighted average fair value													$ 1.53	$ 0.95
1999 Amended Stock Plan
Compensation expense													$ 1,290	$ 34,498
Number of shares previously authorized for issuance									15,000	150,000			15,000
Number of shares of common stock authorized for issuance											250,000	200,000	200,000
Unvested shares underlying outstanding stock awards													152,500
Outstanding stock awards													218,706
General and administrative compensation expense													$ 187,000
Stock options granted fair market value percentage													85.00%
July 2020 Offering
Warrant to purchase of common stock				652,313
Purchase price per unit				$ 1.0278
Warrant to purchase of unregistered common stock				7,783,616
Warrant to purchase of unregistered common stock, value				$ 800,000.0
Number of units issued				2,523,611
Net proceeds from the offerings, after deducting placement agent fees and other direct offering expenses				$ 650,000
Fair value allocated pre-funded warrants				300,000.0
Fair value allocated common stock				150,000
Fair value allocated warrants				$ 350,000
July 2021 Offering
Warrant to purchase of common stock				4,607,692									357,995
Number of units, issued	$ 4,773,269
Purchase price per unit	$ 2.095
Warrant to purchase of common stock exercise price				$ 0.0001									$ 2.46
Estimated fair value													$ 558,472
Number of securities called by Warrants	9,546,538
Proceeds from issuance of private placement	$ 9,200,000
Pre-funded warrants, fair value	5,500,000
Warrants, fair value	$ 4,500,000
July 2020 Warrants
Warrant to purchase of unregistered common stock, value													$ 350,000
Warrant to purchase of common stock exercise price													$ 0.903
Estimated fair value							$ 213,038
Unregistered common stock warrants to purchase common stock													7,783,616
Issued underwriter warrant to purchase common stock							311,345
July 2021 Warrants
Warrant to purchase of unregistered common stock													4,773,269
Warrant to purchase of unregistered common stock, value													$ 4,500,000
Warrant to purchase of common stock exercise price													$ 1.97
Series A Preferred Stock
Conversion of preferred stock into common stock, maximum ownership limit, percentage													9.99%
Number of units, issued						$ 5,181,346
Proceeds from issuance or sale of equity						$ 9,000,000.0
Preferred stock, dividends														$ 1,800,016
Preferred stock, convertible, conversion price													$ 1.93
Preferred stock, par value						$ 0.0001							$ 1	$ 0.0001
Preferred stock, shares outstanding													210	210
Preferred stock, shares issued													5,181,346	5,181,346
Warrants [Member] \| July 2020 Offering
Warrant to purchase of common stock				4,607,692									583,771
Purchase price per unit				$ 1.0277
Warrant to purchase of common stock exercise price				$ 0.0001									$ 1.2848
Estimated fair value													$ 399,445
Warrants [Member] \| March 2020 Offerings
Number of units issued													519,374
Warrants [Member] \| December 2018 Offering
Stock issued during period, value													$ 545,000
Stock issued during period, shares													282,202
Series B Preferred Stock
Preferred stock, shares issued			10,232
Preferred stock, convertible, terms													(i) 881.5 shares of common stock and (ii) the right to receive up to 118.5 Holdback Shares, to be delivered 24 months after the date of issuance of the Series B Stock, subject to reduction for indemnification claims.
Stock convertible into an aggregate shares of common stock			$ 10,232,000
Pre-Funded Warrants
Warrants, outstanding													10,033,274
Two-Year Warrant \| Series A Preferred Stock
Warrants, exercise price						1.93
Five-Year Warrant \| Series A Preferred Stock
Warrants, exercise price						$ 1.93
March 2020 Warrants [Member]
Warrant to purchase of common stock								177,023
Warrants, outstanding													20,928,767
Net proceeds from the offerings, after deducting placement agent fees and other direct offering expenses					$ 210,000
Fair value allocated pre-funded warrants					110,000
Fair value allocated common stock					$ 50,000
Fair value allocated warrants								$ 110,000
Warrant to purchase of common stock exercise price								$ 1.4564
Estimated fair value								$ 35,308
Issued underwriter warrant to purchase common stock								94,413
Estimated fair value of warrant issued for services								$ 66,201
Underwriter warrant to purchase common stock exercise price								$ 1.4564
Unregistered common stock warrants to purchase common stock					2,360,313
Unregistered warrants exercise price					$ 1.04
Fair value of warrants					$ 27,500
Warrant to purchase of common stock term					5 years 5 months 30 days

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	12 Months Ended
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
DESCRIPTION OF BUSINESS
Accumulated deficit	$ (278,494,185)	$ (246,019,827)
Net cash used in operating activities	$ (10,856,203)	$ (9,272,856)

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

STOCKHOLDERS EQUITY (Details 5) - Stock Incentive Plan Two Thousands Sixteen [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Expected dividend yield	0.00%	0.00%
Expected term (in years)	6 years 8 months 12 days	7 years
Expected volatility (weighted average)	101.60%	97.63%
Risk-free interest rate (weighted average)	0.72%	1.02%

STOCKHOLDERS EQUITY (Details 2)	12 Months Ended
STOCKHOLDERS EQUITY (Details 2)	Dec. 31, 2021 USD ($) $ / shares shares
STOCKHOLDERS' EQUITY (Tables)
Number of option shares vested \| shares	296,488
Weighted average exercise price vested \| $ / shares	$ 6.80
Aggregate intrinsic value vested \| $	$ 190
Weighted average remaining contractual life vested	7 years 4 months 24 days
Number of option shares vested and expected to vest \| shares	655,451
Weighted average exercise price vested and expected to vest \| $ / shares	$ 4.13
Aggregate intrinsic value vested and expected to vest \| $	$ 190
Weighted average remaining contractual life vested and expected to vest	7 years 3 months 18 days

NOTES PAYABLE

12 Months Ended

Dec. 31, 2021

NOTES PAYABLE

NOTE PAYABLE

NOTE D—NOTE PAYABLE

Payroll Protection Program Loan

On April 30, 2020, the Company received a loan pursuant to the Paycheck Protection Program (the “PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act, as administered by the U.S. Small Business Administration (“SBA”). The PPP Loan in the principal amount of $244,657 was disbursed by First Horizon Bank (the “Lender”) pursuant to a promissory note issued by the Company .

On May 28, 2021, the Company received notice from the SBA that the SBA had remitted $244,657 in principal and $2,576 in interest to the Lender in full forgiveness of the Company’s PPP Loan pursuant to the Company’s application to the SBA for forgiveness of the PPP Loan. The total amount was recorded as other income in our consolidated statement of comprehensive loss.

- 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://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
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	$ 490,000
Operating Loss Carryforwards	32,728,241	$ 9,867,930
Federal [Member]
Operating Loss Carryforwards	159,300,000
Net operating losses	125,200,000	$ 34,200,000
State [Member]
Operating Loss Carryforwards	$ 119,000,000.0

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Gain (Loss)	Accumulated Deficit
Balance, shares at Dec. 31, 2019		38,606	6,741,860
Balance, amount at Dec. 31, 2019	$ 3,772,497	$ 4	$ 674	$ 239,939,797	$ 458	$ (236,168,436)
Common stock and pre-funded warrants sold, net of offering costs, shares			3,273,611
Common stock and pre-funded warrants sold, net of offering costs, amount	8,659,177		$ 327	8,658,850
Common stock issued for services rendered, shares			77,987
Common stock issued for services rendered, amount	100,000		$ 8	99,992
Common stock issued for convertible preferred stock, shares		(38,396)	38,396
Common stock issued for convertible preferred stock, amount	0	$ (4)	$ 4
Exercise of pre-funded warrants, shares			1,610,313
Exercise of pre-funded warrants, amount	161		$ 161
Exercise of warrants, shares			877,202
Exercise of warrants, amount	1,693,000		$ 88	1,692,912
Compensation on options issued	252,646			252,646
Unrealized loss on marketable securities	(528)				(528)
Net loss	(9,851,391)					(9,851,391)
Balance, shares at Dec. 31, 2020		210	12,619,369
Balance, amount at Dec. 31, 2020	4,625,562	$ 0	$ 1,262	250,644,197	(70)	(246,019,827)
Common stock issued for convertible preferred stock, shares		(10,232)	10,232,000
Common stock issued for convertible preferred stock, amount	0	$ (1)	$ 1,023	(1,022)
Exercise of warrants, shares			457,038
Exercise of warrants, amount	544,651		$ 46	544,605
Compensation on options issued	773,787			773,787
Unrealized loss on marketable securities	70				70
Net loss	(32,474,358)					(32,474,358)
Common stock and preferred stock issued for asset acquisition, shares		10,232	1,892,905
Common stock and preferred stock issued for asset acquisition, amount	21,582,331	$ 1	$ 189	21,582,141
Pre-funded warrants sold, net of offering costs	9,192,624			9,192,624
Exercise of stock options, shares			5,602
Exercise of stock options, amount	1		$ 1
Balance, shares at Dec. 31, 2021		210	25,206,914
Balance, amount at Dec. 31, 2021	$ 4,244,668	$ 0	$ 2,521	$ 282,736,332	$ 0	$ (278,494,185)

STOCKHOLDERS EQUITY (Details 1)	12 Months Ended
STOCKHOLDERS EQUITY (Details 1)	Dec. 31, 2021 $ / shares shares
Number of options outstanding	699,567
Weighted average remaining contractual life	7 years 3 months 18 days
Number of options exercisable and vested	298,488
Options exercisable and vested weighted average exercise price \| $ / shares	$ 6.80
Exercise Price One [Member]
Number of options outstanding	539,500
Weighted average remaining contractual life	8 years 1 month 6 days
Number of options exercisable and vested	237,171
Options exercisable and vested weighted average exercise price \| $ / shares	$ 1.43
Exercise Price Two [Member]
Number of options outstanding	135,750
Weighted average remaining contractual life	4 years 8 months 12 days
Number of options exercisable and vested	37,000
Options exercisable and vested weighted average exercise price \| $ / shares	$ 7.60
Exercise Price Three [Member]
Number of options outstanding	19,500
Weighted average remaining contractual life	4 years 8 months 12 days
Number of options exercisable and vested	19,500
Options exercisable and vested weighted average exercise price \| $ / shares	$ 46.54
Exercise Price Four [Member]
Number of options outstanding	4,817
Weighted average remaining contractual life	2 years 4 months 24 days
Number of options exercisable and vested	4,817
Options exercisable and vested weighted average exercise price \| $ / shares	$ 103.99

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Uninsured FDIC	$ 5,127,956	$ 5,870,477
Current assets	5,689,000	6,795,506
Working capital	4,125,022	4,676,543
Cash	$ 5,600,000	$ 6,700,000

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.9)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 25
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 15: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (bb)
-URI http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

+ Details

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

INCOME TAXES

Reconciliation of income tax expense (benefit)

	December 31,
	2021			2020
U.S. federal tax benefit at statutory rate	$	(6,819,615	)	$	(2,068,792	)
State income tax benefit, net of federal benefit		(641,368	)		(194,565	)
Stock compensation		171,269			57,611
Other nondeductible, including IPR&D expense		5,032,981			576
Change in state tax rate		1,768,013			-
Federal and state net operating loss adjustments		745,439			1,605,223
Other, including effect of tax rate brackets		(73	)		(56,640	)
Change in realizability of IPR&D		229,750			-
Change in valuation allowance		(486,396	)		656,587
	$	-		$	-

Deferred tax assets and liabilities

	December 31,
Deferred Tax Assets	2021			2020
Net operating loss carryforwards	$	35,291,097		$	35,540,911
Accruals and other		308,296			545,225
Capital loss carryforwards		11,003			11,003
Valuation allowance		(35,610,396	)		(36,096,792	)
Net deferred tax assets		-			347
Deferred Tax Liabilities
Other liabilities		-			(347	)
Net Deferred Tax Liabilities	$	-		$	-

401(k) BENEFIT PLAN (Details Narrative) - USD ($)	12 Months Ended	24 Months Ended
401(k) BENEFIT PLAN (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
401(k) BENEFIT PLAN
Matching contributions expense for retirement savings plan	$ 73,855	$ 69,793

STOCKHOLDERS EQUITY (Details 4) - USD ($)	12 Months Ended
STOCKHOLDERS EQUITY (Details 4) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Number of options outstanding, ending	699,567
Stock Incentive Plan Two Thousands Sixteen [Member]
Number of options outstanding, beginning	393,500	52,500
Number of options granted	378,750	341,000
Number of options exercised	17,000
Number of options cancelled/forfeited	(92,000)
Number of options outstanding, ending	663,250	393,500
Weighted average exercise price outstanding, beginning	$ 1.81	$ 5.89
Weighted average exercise price granted	1.88	1.18
Weighted average exercise price exercised	1.18
Weighted average exercise price cancelled/forfeited	1.59
Weighted average exercise price outstanding, ending	$ 1.90	$ 1.81
Aggregate intrinsic value, outstanding	$ 190

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2021

BALANCE SHEET COMPONENTS

Accrued liabilities

	December 31, 2021		December 31, 2020
Employee related	$	597,148	$	860,629
Lease liability		107,192		60,379
Operating costs		-		319,608
	$	704,340	$	1,240,616

BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2021

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 $4,116 and $4,077 for the years ended December 31, 2021 and 2020, respectively.

Accrued liabilities

Accrued liabilities consist of the following:

	December 31, 2021		December 31, 2020
Employee related	$	597,148	$	860,629
Lease liability		107,192		60,379
Operating costs		-		319,608
	$	704,340	$	1,240,616

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Warrants To Purchase Common Stock[Member]
Anti- securities dilutive	20,928,767	16,599,079
Options To Purchase Common Stock[Member]
Anti- securities dilutive	1,299,567	451,148
Covertible Preferred Shares Outstanding [Member]
Anti- securities dilutive	210	210
Pre-Funded Warrants To Purchase Common Stock [Member]
Anti- securities dilutive	10,033,274	5,260,005

MERGER (Details)	12 Months Ended
MERGER (Details)	Dec. 31, 2021 USD ($)
MERGER
Fair value of shares of Common Stock issued	$ 3,369,371
Fair Value of Series B Convertible Preferred Stock issued at closing	18,212,960
Total fair value of consideration transferred	21,582,331
Tangible assets acquired	0
Accounts payable assumed	(150,000)
Total identifiable net assets	(150,000)
IPR&D expense recognized	21,582,331
Total fair value of consideration	$ 21,732,331

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE G—COMMITMENTS AND CONTINGENCIES

Operating Leases

As described above in “NOTE B”, the Company adopted ASC 842 as of January 1, 2019. Prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC 840.

In January 2011, the Company entered into a lease with Concourse Associates, LLC for its headquarters in Morrisville, North Carolina (the “Lease”). The Lease was amended in August 2015 to extend the term for the 5,954 square foot rental. The current term began on March 1, 2016 and continued for 64 months to June 30, 2021. Rent payments began on July 1, 2016, following the conclusion of a four-month rent abatement period. The Company has two five-year options to extend the Lease and a one-time option to terminate the Lease thirty-six months after the commencement of the initial term if no additional space became available. On April 2, 2021, the Company negotiated a 3-year extension to the existing lease term, commencing July 1, 2021 (the “Commencement Date”). Beginning on the Commencement Date, the annual base rent was increased to $125,034 and will increase 2.5% annually for lease years 2 and 3.

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 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, 2021		December 31, 2020
Current portion included in accrued liabilities	$	107,192	$	60,379
Long term lease liability		183,589		-
	$	290,781	$	60,379

As of December 31, 2021, the maturities of our operating lease liabilities were as follows:

Year ending December 31,
2022	$	126,612
2023		129,797
2024		65,702

Total lease payments	$	322,111
Less: Imputed interest		(31,330	)
Operating lease liability	$	290,781

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. The License grants the Company an exclusive, sublicenseable right to develop and commercialize pharmaceutical products containing levosimendan in the United States and Canada (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 (together, the “Product”). 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, 2021, 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, 2021

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.

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 $5,127,956 and $5,870,477 uninsured by the FDIC as of December 31, 2021 and 2020, 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 $5,689,000 and $6,795,506 and working capital of $4,125,022 and $4,676,543 as of December 31, 2021 and 2020, respectively.

The Company’s cash resources were approximately $5.6 million as of December 31, 2021, compared to cash resources, including the fair value of the Company’s available for sale marketable securities of approximately $6.7 million as of December 31, 2020.

The Company expects to continue to incur expenses related to development of imatinib for PAH and levosimendan for pulmonary hypertension and other potential indications, as well as identifying and developing other potential product candidates. Based on its resources on December 31, 2021, the Company believes that it has sufficient capital to fund its planned operations through the second quarter of calendar year 2022. 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.

The continued spread of COVID-19 globally could adversely affect the Company’s clinical trial operations, including its ability to recruit and retain patients, principal investigators and site staff who, as healthcare providers, may have heightened exposure to COVID-19 if an outbreak occurs in their geography. Further, some patients may be unable to comply with clinical trial protocols if quarantines or travel restrictions impede patient movement or interrupt healthcare services, or if the patients become infected with COVID-19 themselves, which would delay the Company’s ability to initiate and/or complete planned clinical and preclinical studies in the future.

Any or all of the foregoing may have a material adverse effect on the Company’s business and financial performance.

Deferred Financing Costs

Deferred financing costs represent legal, due diligence and other direct costs incurred to raise capital or obtain debt. Direct costs include only “out-of-pocket” or incremental costs directly related to the effort, such as a finder’s fee and accounting and legal fees. These costs will be capitalized if the efforts are successful or expensed when unsuccessful. Indirect costs are expensed as incurred. Deferred financing costs related to debt are amortized over the life of the debt. Deferred financing costs related to issuing equity are charged to Additional Paid-in Capital.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible promissory note instruments and other convertible equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”) to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results.

Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments and are evaluated and accounted for in accordance with the provisions of ASC 815.

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 conduct and manage preclinical and clinical trials on its behalf. The financial terms of the agreements vary from contract to contract 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 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 charged to expense 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 ASC 505-50, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Equity instruments issued to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustment 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,
	2021		2020
Warrants to purchase common stock		20,928,767		16,599,079
Pre-funded warrants to purchase common stock		10,033,274		5,260,005
Options to purchase common stock		1,299,567		451,148
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, 2021. 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 December 2019, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”), ASU-2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740, Income Taxes and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 and early adoption is permitted. The Company adopted this standard on January 1, 2021. The Company’s adoption of the new guidance did not have a material impact on its consolidated financial statements.

In June 2016, the FASB issued an accounting standard, 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. A modified retrospective approach is to be used for certain parts of this guidance, while other parts of the guidance are to be applied using a prospective approach. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements and related disclosures.

Fair Value

The Company determines the fair value of its financial assets and liabilities in accordance with the 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.

Investments in Marketable Securities

The Company classifies all of its investments as available-for-sale. Unrealized gains and losses on investments are recognized in comprehensive income/(loss), unless an unrealized loss is considered to be other than temporary, in which case the unrealized loss is charged to operations. The Company periodically reviews its investments for other than temporary declines in fair value below cost basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company believes the individual unrealized losses represent temporary declines primarily resulting from interest rate changes. Realized gains and losses are reflected in other income in the consolidated statements of comprehensive loss and are determined using the specific identification method with transactions recorded on a settlement date basis. Investments with original maturities at date of purchase beyond three months and which mature at or less than 12 months from the balance sheet date are classified as current. Investments with a maturity beyond 12 months from the balance sheet date are classified as long-term. As of December 31, 2021, the Company held no investments in marketable securities.

The following tables summarize information regarding assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020:

			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2021		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	5,583,922	$	5,583,922	$	-	$	-


			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2020		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	6,250,241	$	6,250,241	$	-	$	-
Marketable securities	$	462,687	$	-	$	462,687	$	-

There were no significant transfers between levels in the year ended December 31, 2021.

BALANCE SHEET COMPONENTS (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
BALANCE SHEET COMPONENTS
Employee related	$ 597,148	$ 860,629
Lease liability	107,192	60,379
Operating costs	0	319,608
Total	$ 704,340	$ 1,240,616

STOCKHOLDERS EQUITY

12 Months Ended

Dec. 31, 2021

Stockholders' equity

STOCKHOLDERS' EQUITY

NOTE F—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 B Stock

As further discussed in “Note E—Merger” above, on January 15, 2021 the Company issued 10,232 shares of its Series B Stock, which were convertible into an aggregate of 10,232,000 shares of common stock, to the stockholders of PHPM as partial consideration for the Merger with PHPM pursuant to the Merger Agreement.

The rights, preferences and privileges of the Series B Stock are set forth in the Certificate of Designation. Following receipt of the approval of the stockholders of the Company on June 10, 2021 for the Conversion, each share of Series B Stock automatically converted into (i) 881.5 shares of common stock and (ii) the right to receive up to 118.5 Holdback Shares, to be delivered 24 months after the date of issuance of the Series B Stock, subject to reduction for indemnification claims.

As of December 31, 2021, there were no shares of Series B Stock outstanding.

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 one share of common stock at an exercise price of $1.93, and (iii) a five-year warrant to purchase one 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, 2020.

The table below sets forth a summary of the designation, powers, preferences and rights of the Series A Stock.

Conversion

Subject to the ownership limitations described below, the Series A Stock is convertible at any time at the option of the holder into shares of the Company’s common stock at a conversion ratio determined by dividing the stated value of the Series A Stock by a conversion price of $1.93 per share. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.

The Company will not affect any conversion of the Series A Stock, nor shall a holder convert its shares of Series A Stock, to the extent that such conversion would cause the holder to have acquired, through conversion of the Series A Stock or otherwise, beneficial ownership of a number shares of common stock in excess of 4.99% (or, at the election of the holder prior to the issuance of any shares of Series A Stock, 9.99%) of the common stock outstanding after giving effect to such exercise.

Dividends

In the event the Company pays dividends on its shares of common stock, the holders of the Series A Stock will be entitled to receive dividends on shares of Series A Stock equal, on an as-if-converted basis, to and in the same form as paid on the common stock. No other dividends will be paid on the shares of Series A Stock.

Liquidation

Upon any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Stock shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount equal to the amount that a holder of common stock would receive if the Series A Stock were fully converted to common stock, which amounts will be paid pari passu with all holders of common stock.

Voting rights

Shares of Series A Stock will generally have no voting rights, except as required by law and except that the consent of holders of a majority of the then outstanding Series A Stock will be required to amend the terms of the Series A Stock or to take other action that adversely affects the rights of the holders of Series A Stock.

As of December 31, 2021, there were 210 shares of Series A Stock outstanding.

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, 2021, and December 31, 2020, there were 25,206,914 and 12,619,369 shares of common stock issued and outstanding, respectively. As of December 31, 2021, there were 10,033,274 pre-funded warrants outstanding.

July 2021 Private Placement (the “July 2021 Offering”)

On July 6, 2021, 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 4,773,269 Units in a private placement at a purchase price of $2.095 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 “2021 Warrants”). In the aggregate, 9,546,538 shares of the Company’s common stock are underlying the 2021 Warrants. The net proceeds from the private placement, after deducting placement agent fees and other direct offering expenses, were approximately $9.2 million. The fair value allocated to the pre-funded warrants and warrants was $5.5 million and $4.5 million, respectively.

Also, on July 6, 2021 and in connection with the July 2021 Offering, the Company entered into a registration rights agreement (the “July 2021 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 2021 Warrants within 120 days following the effective date of the July 2021 Registration Rights Agreement. Pursuant to the July 2021 Registration Rights Agreement, on August 20, 2021, the Company filed a resale registration statement on Form S-3, which went effective on September 1, 2021.

July 2020 Registered Direct Offering and Private Placement (the “July 2020 Offering”)

On July 6, 2020, the Company completed a registered direct offering with an investor for the issuance and sale of 2,523,611 shares of its common stock at a purchase price of $1.0278 per share and pre-funded warrants to purchase up to 652,313 shares of its common stock, at a purchase price of $1.0277 per pre-funded warrant (which represents the per share offering price for the common stock less $0.0001, the exercise price of each pre-funded warrant). The Company issued in a concurrent private placement unregistered pre-funded warrants to purchase up to 4,607,692 shares of common stock at the same purchase price as the registered pre-funded warrants, and unregistered common stock warrants to purchase up to 7,783,616 shares of common stock for aggregate gross proceeds of approximately $8.0 million, priced at-the-market under Nasdaq rules. The unregistered warrants have an exercise price of $0.903 per share and exercise period commencing immediately upon the issuance date and a term of five and one-half years. The net proceeds from the offerings, after deducting placement agent fees and other direct offering expenses were approximately $6.5 million. The fair value allocated to the common stock, pre-funded warrants and warrants was $1.5 million, $3.0 million and $3.5 million, respectively.

Also, on July 6, 2020 and in connection with the concurrent private placement, the Company entered into a registration rights agreement (the “July 2020 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 unregistered pre-funded warrants and the unregistered warrants within 120 days following the date of the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, on August 20, 2020, the Company filed a resale registration statement on Form S-3, which went effective on September 30, 2020.

March 2020 Registered Direct Offering and Private Placement (the “March 2020 Offering”)

On March 13, 2020, the Company completed a registered direct offering to an investor for the issuance and sale of 750,000 shares of its common stock at a purchase price of $1.1651 per share and pre-funded warrants to purchase up to 1,610,313 shares of its common stock, at a purchase price of $1.1650 per pre-funded warrant (which represents the per share offering price for the common stock less $0.0001, the exercise price of each pre-funded warrant), for gross proceeds of approximately $2.75 million, priced at-the-market under Nasdaq rules. Additionally, in a concurrent private placement, the Company issued to the investor unregistered warrants to purchase up to 2,360,313 shares of its common stock. The unregistered warrants have an exercise price of $1.04 per share and exercise period commencing immediately upon the issuance date and a term of five and one-half years. The net proceeds from the offerings, after deducting placement agent fees and other direct offering expenses were approximately $2.1 million. The fair value allocated to the common stock, pre-funded warrants and warrants was $0.5 million, $1.1 million and $1.1 million, respectively.

Warrants

During the year ended December 31, 2021, the Company received approximately $545,000 and issued 282,202 shares of common stock upon the exercise of previously outstanding warrants issued in connection with the Company’s December 2018 Offering.

During the year ended December 31, 2021, the Company issued 519,374 shares of common stock upon the cashless exercise of previously outstanding placement agent warrants issued in connection with the Company’s July 2020 and March 2020 Offerings.

As of December 31, 2021, the Company has 20,928,767 warrants outstanding. The following table summarizes the Company’s warrant activity for the year ended December 31, 2020 and 2021:

	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2019		10,519,945		$	1.94
Issued		11,310,480			0.98
Exercised		(877,202	)		1.93
Expired		(4,354,144	)		1.93
Outstanding at December 31, 2020		16,599,079		$	1.29
Issued		5,131,264			2.00
Exercised		(801,576	)		1.54
Outstanding at December 31, 2021		20,928,767		$	1.45

July 2021 Warrants

As described above, as a part of the July 2021 Offering, the Company issued unregistered warrants to purchase 4,773,269 shares of its common stock at an exercise price of $1.97 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 480, these warrants are classified as equity and their relative fair value of approximately $4.5 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.

July 2020 Warrants

As described above, as a part of the July 2020 offering, the Company issued unregistered warrants to purchase 7,783,616 shares of its common stock at an exercise price of $0.903 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, 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 $3.5 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.

March 2020 Warrants

As described above, as part of the March 2020 Offering, the Company issued unregistered warrants to purchase 2,360,313 shares of its common stock at an exercise price of $1.04 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, 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 $1.1 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.

Warrants Issued for Services

In connection with the July 2021 Offering described above, the Company issued designees of the placement agent warrants to purchase 357,995 shares of common stock at an exercise price of $2.46 and a contractual term of five years. In accordance with ASC 815, Derivatives and Hedging, these warrants are classified as equity and its estimated fair value of $558,472 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 warrant, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock.

In connection with the July 2020 Offering described above, the Company issued designees of the placement agent warrants to purchase 583,771 shares of common stock at an exercise price of $1.2848 and a contractual term of five years. In accordance with ASC 815, these warrants are classified as equity and its estimated fair value of $399,445 was recognized as additional paid in capital. Additionally, the Company issued to its previous underwriter a warrant to purchase 311,345 shares of common stock at an exercise price of $1.2848 per share and contractual term of five years. In accordance with ASC 815, this warrant is classified as equity and its estimated fair value of $213,038 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 warrant, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock.

In connection with the March 2020 Offering described above, the Company issued designees of the placement agent warrants to purchase 177,023 shares of common stock at an exercise price of $1.4564 and a contractual term of five years. In accordance with ASC 815, these warrants are classified as equity and its estimated fair value of $66,201 was recognized as additional paid in capital. Additionally, the Company issued to its previous underwriter a warrant to purchase 94,413 shares of common stock at an exercise price of $1.4564 per share and contractual term of five years. In accordance with ASC 815, this warrant is classified as equity and its estimated fair value of $35,308 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 warrant, 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, 2021:

		Options Outstanding at December 31, 2021				Options Exercisable and Vested at December 31, 2021
Exercise Price		Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Exercise Price
$	0.66 to $1.85		539,500		8.1		237,171	$	1.43
$	1.97 to $11.20		135,750		4.7		37,000	$	7.60
$	41.40 to $63.20		19,500		4.7		19,500	$	46.54
$	68.40 to $748.00		4,817		2.4		4,817	$	103.99
			699,567		7.3		298,488	$	6.80

The following table summarizes options outstanding that have vested and are expected to vest based on options outstanding as of December 31, 2021:

	Number of Option Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value ⁽¹⁾		Weighted Average Remaining Contractual Life (Years)
Vested		296,488	$	6.80	$	190		7.4
Vested and expected to vest		655,451	$	4.13	$	190		7.3

⁽¹⁾	Amount represents the difference between the exercise price and $1.04, the closing price of Tenax Therapeutics’ stock on December 31, 2021, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.

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 150,000 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 750,000 shares, up from 150,000 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 1.5 million shares, up from 750,000 previously authorized.

The following table summarizes the shares available for grant under the Plan for the years ended December 31, 2021 and 2020:

	Shares Available for Grant
Balances, at December 31, 2019		697,500
Options granted		(341,000	)
Balances, at December 31, 2020		356,500
Additional shares reserved		750,000
Options granted		(378,750	)
Options cancelled/forfeited		92,000
Balances, at December 31, 2021		819,750

2016 Plan Stock Options

Stock options granted under the 2016 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 2016 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 three to four years.

The following table summarizes the outstanding stock options under the 2016 Plan for the years ended December 31, 2021 and 2020:

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balances at December 31, 2019		52,500		$	5.89
Options granted		341,000		$	1.18
Balances at December 31, 2020		393,500		$	1.81
Options granted		378,750		$	1.88
Options exercised		(17,000	)	$	1.18
Options cancelled/forfeited		(92,000	)	$	1.59
Balances at December 31, 2021		663,250		$	1.90	$	190	⁽¹⁾

⁽¹⁾	Amount represents the difference between the exercise price and $1.04, the closing price of Tenax Therapeutics’ stock on December 31, 2021, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.

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, 2021 and 2020:

	For the year ended December 31,
	2021			2020
Risk-free interest rate (weighted average)		0.72	%		1.02	%
Expected volatility (weighted average)		101.60	%		97.63	%
Expected term (in years)		6.7			7
Expected dividend yield		0.00	%		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, 2021 and 2020 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 weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 was $1.53 and $0.95, respectively.

The Company recorded compensation expense for these stock options grants of $391,801 and $218,148 for the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, there were unrecognized compensation costs of approximately $167,000 related to non-vested stock option awards under the 2016 Plan that will be recognized on a straight-line basis over the weighted average remaining vesting period of 0.82 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 200,000 shares, up from 15,000 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 250,000 shares, up from 200,000 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, 2021 and 2020:

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balances at December 31, 2019		191,706		$	93.40
Options cancelled		(134,058	)	$	113.64
Balances at December 31, 2020		57,648		$	46.34
Options cancelled		(21,331	)	$	53.28
Balances at December 31, 2021		36,317		$	42.26	$	-	⁽¹⁾

⁽¹⁾	Amount represents the difference between the exercise price and $1.04, the closing price of Tenax Therapeutics’ stock on December 31, 2021, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.

The Company recorded compensation expense for these stock options grants of $1,290 and $34,498 for the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, 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 152,500 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 218,706 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, 2021, with respect to these modifications.

Inducement Stock Options

The Company granted two employment inducement stock option awards, one for 100,000 shares of common stock and the other for 250,000 shares of common stock, to its new CEO on July 6, 2021.

The employment inducement stock option for 100,000 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 will 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 have a 10-year term and an exercise price of $1.97 per share, the July 6, 2021 closing price of our common stock. As of December 31, 2021, none of the vesting milestones have been achieved. 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 250,000 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 $1.97 per share, the July 6, 2021 closing price of our common stock.

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 250,000 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 $1.78 per share, the January 15, 2021 closing price of our common stock. As of December 31, 2021, none 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 1.11%, 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 $194,143 for the year ended December 31, 2021. As of December 31, 2021, there was $778,658 of remaining unrecognized compensation expense related to these inducement stock options.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

401(k) BENEFIT PLAN

12 Months Ended

Dec. 31, 2021

401(k) BENEFIT PLAN

401(k) 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, 2021 and 2020, the Company recorded $73,855 and $69,793 for matching contributions expense, respectively.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 5,583,922	$ 6,250,241
Prepaid expenses	105,078	82,578
Marketable securities	0	462,687
Total current assets	5,689,000	6,795,506
Right of use asset	287,692	58,778
Property and equipment, net	7,108	5,972
Other assets	8,435	8,435
Total assets	5,992,235	6,868,691
Current liabilities
Accounts payable	859,638	757,856
Accrued liabilities	704,340	1,240,616
Note payable	0	120,491
Total current liabilities	1,563,978	2,118,963
Long term liabilities
Lease liability	183,589	0
Note payable	0	124,166
Total long term liabilities	183,589	124,166
Total liabilities	1,747,567	2,243,129
Preferred stock, undesignated, authorized 4,818,654 shares; See Note F
Series A Preferred stock, par value $.0001, issued 5,181,346 shares; outstanding 210, respectively	0	0
Common stock, par value $.0001 per share; authorized 400,000,000 shares; issued and outstanding 25,206,914 and 12,619,369, respectively	2,521	1,262
Additional paid-in capital	282,736,332	250,644,197
Accumulated other comprehensive loss	0	(70)
Accumulated deficit	(278,494,185)	(246,019,827)
Total stockholders equity	4,244,668	4,625,562
Total liabilities and stockholders' equity	$ 5,992,235	$ 6,868,691

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Stockholders' equity
Preferred stock, shares authorized	4,818,654	9,999,790
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	25,206,914	12,619,369
Common stock, shares outstanding	25,206,914	12,619,369
Series A Preferred Stock
Stockholders' equity
Preferred stock, par value	$ 1	$ 0.0001
Preferred stock, shares issued	5,181,346	5,181,346
Preferred stock, shares outstanding	210	210

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses
General and administrative	$ 7,580,847	$ 5,307,206
Research and development	25,147,394	4,560,724
Total operating expenses	32,728,241	9,867,930
Net operating loss	32,728,241	9,867,930
Interest expense	949	1,627
Other income, net	(254,832)	(18,166)
Net loss	(32,474,358)	(9,851,391)
Unrealized (gain)/loss on marketable securities	(70)	528
Total comprehensive loss	$ 32,474,288	$ 9,851,919
Net loss per share, basic and diluted	$ (1.58)	$ (0.95)
Weighted average number of common shares outstanding, basic and diluted	20,577,246	10,365,826

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Anti-dilutive securities

	Year ended December 31,
	2021		2020
Warrants to purchase common stock		20,928,767		16,599,079
Pre-funded warrants to purchase common stock		10,033,274		5,260,005
Options to purchase common stock		1,299,567		451,148
Convertible preferred shares outstanding		210		210

Fair value measurements

			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2021		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	5,583,922	$	5,583,922	$	-	$	-


			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2020		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	6,250,241	$	6,250,241	$	-	$	-
Marketable securities	$	462,687	$	-	$	462,687	$	-

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
2022	$ 126,612
2023	129,797
2024	65,702
Total lease payments	322,111
Less: imputed interest	(31,330)
Operating lease liability	$ 290,781	$ 60,379

MERGER (Tables)

12 Months Ended

Dec. 31, 2021

MERGER

Consideration transferred, asset acquired and liabilities assumed

Fair value of shares of Common Stock issued	$	3,369,371
Fair Value of Series B Convertible Preferred Stock issued at closing		18,212,960
Total fair value of consideration transferred	$	21,582,331

Tangible assets acquired	$	-
Accounts payable assumed		(150,000	)
Total identifiable net assets		(150,000	)
IPR&D expense recognized		21,732,331
Total fair value of consideration	$	21,582,331

STOCKHOLDERS EQUITY (Details) - $ / shares	12 Months Ended
STOCKHOLDERS EQUITY (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY (Tables)
Number of warrants outstanding, beginning	16,599,079	10,519,945
Number of warrants, issued	5,131,264	11,310,480
Number of warrants, exercised	(801,576)	(877,202)
Number of warrants outstanding, ending	20,928,767	16,599,079
Number of warrants, expired		(4,354,144)
Weighted average exercise price outstanding, beginning	$ 1.29	$ 1.94
Weighted average exercise price, issued	2.00	0.98
Weighted average exercise price, exercised	1.54	1.93
Weighted average exercise price outstanding, ending	$ 1.45	1.29
Weighted average exercise price, expired		$ 1.93

STOCKHOLDERS EQUITY (Details 6) - USD ($)	12 Months Ended
STOCKHOLDERS EQUITY (Details 6) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Number of options outstanding, ending	699,567
Amended Nineteen Ninty Nine Stock Plan [Member]
Number of options outstanding, beginning	57,648	191,706
Number of options cancelled/forfeited	(21,331)	(134,058)
Number of options outstanding, ending	36,317	57,648
Weighted average exercise price outstanding, beginning	$ 46.34	$ 93.40
Weighted average exercise price cancelled/forfeited	53.28	113.64
Weighted average exercise price outstanding, ending	$ 42.26	$ 46.34
Aggregate intrinsic value, outstanding	$ 0

COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Dec. 31, 2021 USD ($)
Lease term	64 months
Optioin to extend description	The Company has two five-year options to extend the Lease
Option to terminate description	one-time option to terminate the Lease thirty-six months after the commencement of the initial term if no additional space became available.
Annual base rent increase	$ 125,034
Base rent increase percentage	2.50%
Simdax License Agreement [Member]
Licence term period	10 years
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

SUBSEQUENT EVENTS (Details Narrative)	Jan. 04, 2022
SUBSEQUENT EVENTS
Patent expiry date, description	The patent is expected to expire no earlier than 2039

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2021

STOCKHOLDERS' EQUITY (Tables)

Warrant activity

	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2019		10,519,945		$	1.94
Issued		11,310,480			0.98
Exercised		(877,202	)		1.93
Expired		(4,354,144	)		1.93
Outstanding at December 31, 2020		16,599,079		$	1.29
Issued		5,131,264			2.00
Exercised		(801,576	)		1.54
Outstanding at December 31, 2021		20,928,767		$	1.45

Outstanding stock options

		Options Outstanding at December 31, 2021				Options Exercisable and Vested at December 31, 2021
Exercise Price		Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Exercise Price
$	0.66 to $1.85		539,500		8.1		237,171	$	1.43
$	1.97 to $11.20		135,750		4.7		37,000	$	7.60
$	41.40 to $63.20		19,500		4.7		19,500	$	46.54
$	68.40 to $748.00		4,817		2.4		4,817	$	103.99
			699,567		7.3		298,488	$	6.80

Options vested and expected to vest

	Number of Option Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value ⁽¹⁾		Weighted Average Remaining Contractual Life (Years)
Vested		296,488	$	6.80	$	190		7.4
Vested and expected to vest		655,451	$	4.13	$	190		7.3

Shares available for grant under the Plan

	Shares Available for Grant
Balances, at December 31, 2019		697,500
Options granted		(341,000	)
Balances, at December 31, 2020		356,500
Additional shares reserved		750,000
Options granted		(378,750	)
Options cancelled/forfeited		92,000
Balances, at December 31, 2021		819,750

Stock options activity

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balances at December 31, 2019		52,500		$	5.89
Options granted		341,000		$	1.18
Balances at December 31, 2020		393,500		$	1.81
Options granted		378,750		$	1.88
Options exercised		(17,000	)	$	1.18
Options cancelled/forfeited		(92,000	)	$	1.59
Balances at December 31, 2021		663,250		$	1.90	$	190	⁽¹⁾

Fair value assumptions

	For the year ended December 31,
	2021			2020
Risk-free interest rate (weighted average)		0.72	%		1.02	%
Expected volatility (weighted average)		101.60	%		97.63	%
Expected term (in years)		6.7			7
Expected dividend yield		0.00	%		0.00	%

Outstanding stock options under the 1999 plan

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balances at December 31, 2019		191,706		$	93.40
Options cancelled		(134,058	)	$	113.64
Balances at December 31, 2020		57,648		$	46.34
Options cancelled		(21,331	)	$	53.28
Balances at December 31, 2021		36,317		$	42.26	$	-	⁽¹⁾

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES

Lease liability

	December 31, 2021		December 31, 2020
Current portion included in accrued liabilities	$	107,192	$	60,379
Long term lease liability		183,589		-
	$	290,781	$	60,379

Operating lease liability maturity

Year ending December 31,
2022	$	126,612
2023		129,797
2024		65,702

Total lease payments	$	322,111
Less: Imputed interest		(31,330	)
Operating lease liability	$	290,781

INCOME TAXES (Details) - USD ($)	12 Months Ended
INCOME TAXES (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
U.S. federal tax benefit at statutory rate	$ 6,819,615	$ 2,068,792
State income tax benefit, net of federal benefit	641,368	194,565
Stock compensation	171,269	57,611
Other nondeductible, including IPR and D expense	5,032,981	576
Change in state tax rate	1,768,013	0
Federal and state net operating loss adjustments	745,439	1,605,223
Other, including effect of tax rate brackets	(73)	(56,640)
Change in valuation allowance	(486,396)	656,587
Change in realizability of IPR and D	229,750	0
Income-tax expense (benefit)	$ 0	$ 0

INCOME TAXES

12 Months Ended

Dec. 31, 2021

INCOME TAXES

INCOME TAXES

NOTE H—INCOME TAXES

The Company has not recorded any income tax expense (benefit) for the period ended December 31, 2021 due to its history of net operating losses.

The reconciliation of income tax expense (benefit) at the statutory federal income tax rate of 21% for the periods ended December 31, 2021 and December 31, 2020 is as follows:

	December 31,
	2021			2020
U.S. federal tax benefit at statutory rate	$	(6,819,615	)	$	(2,068,792	)
State income tax benefit, net of federal benefit		(641,368	)		(194,565	)
Stock compensation		171,269			57,611
Other nondeductible, including IPR&D expense		5,032,981			576
Change in state tax rate		1,768,013			-
Federal and state net operating loss adjustments		745,439			1,605,223
Other, including effect of tax rate brackets		(73	)		(56,640	)
Change in realizability of IPR&D		229,750			-
Change in valuation allowance		(486,396	)		656,587
	$	-		$	-

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	2021			2020
Net operating loss carryforwards	$	35,291,097		$	35,540,911
Accruals and other		308,296			545,225
Capital loss carryforwards		11,003			11,003
Valuation allowance		(35,610,396	)		(36,096,792	)
Net deferred tax assets		-			347
Deferred Tax Liabilities
Other liabilities		-			(347	)
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 decrease in the valuation allowance during 2021 was approximately $0.49 million.

As of December 31, 2021, the Company had Federal and State net operating loss carryforwards of approximately $159.3 million and $119.0 million available to offset future federal and state taxable income, respectively. Federal net operating losses of $125.2 million begin to expire in 2022, while the remaining $34.2 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 and similar state provisions. The annual limitations may result in the expiration of the net operating losses before utilization.

The Company has U.S. federal net operating loss carryforwards, or NOLs, which expire in various years if not utilized. In addition, it has federal research and development credit carryforwards. The federal research and development credit carryforwards expire in various years if not utilized. Under Sections 382 and 383 of Internal Revenue Code of 1986, as amended, or 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. The Company has not performed a formal study to determine whether any of its NOLs are subject to these limitations. The Company has 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 it has in the past experienced additional ownership changes, or if it experiences one or more ownership changes as a result of future transactions in its stock, then the Company may be further limited in its ability to use its NOLs and other tax assets to reduce taxes owed on the net taxable income that it earns in the event that The Company attains profitability. Any such limitations on the ability to use its NOLs and other tax assets could adversely impact its business, financial condition, and operating results in the event that the Company attain profitability.

Management has evaluated all other tax positions that could have a significant effect on the financial statements and determined the Company had no uncertain income tax positions at December 31, 2021.

The Company files U.S. and state income tax returns with varying statutes of limitations. The tax years 2002 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
COMMITMENTS AND CONTINGENCIES
Current portion included in accrued liabilities	$ 107,192	$ 60,379
Long term lease liability	183,589	0
Total	$ 290,781	$ 60,379

NOTES PAYABLE (Details Narrative)	12 Months Ended
NOTES PAYABLE (Details Narrative)	Dec. 31, 2021 USD ($)
NOTES PAYABLE
PPP loan amount	$ 244,657
Accrued interest	2,576
PPP loan - principal payable	$ 244,657

STOCKHOLDERS EQUITY (Details 3) - Stock Incentive Plan Two Thousands Sixteen [Member] - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Shares available for grant, beginning	356,500	697,500
Shares available for grant, additional shares reserved	750,000
Shares available for grant, options granted	(378,750)	(341,000)
Shares avialable for grant, options forfeited	92,000
Shares available for grant, ending	819,750	356,500

MERGER

12 Months Ended

Dec. 31, 2021

MERGER

MERGER

NOTE E—MERGER

On January 15, 2021, the Company, Life Newco II, PHPM, and Dr. Rich, as Representative, entered into the Merger Agreement, pursuant to which, the Company acquired all of the equity of PHPM. 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.

As consideration for the Merger, the stockholders of PHPM received (i) 1,892,905 shares of Company common stock, and (ii) 10,232 shares of the Company’s Series B convertible preferred stock (“Series B Stock”), which were convertible into up to an aggregate of 10,232,000 shares of common stock (collectively, the “Merger Consideration”). To satisfy the Company’s post-closing rights to closing adjustments and indemnification by PHPM and the former stockholders of PHPM pursuant to the Merger Agreement, 1,212,492 shares of common stock issuable upon conversion of the Series B Stock, which represented approximately 10% of the Merger Consideration, are subject to holdback restrictions for 24 months following closing of the transaction (the “Holdback Shares”).

Pursuant to the Merger Agreement, the Company’s Board of Directors, at its annual meeting of stockholders held on June 10, 2021, recommended to the Company’s stockholders, and the stockholders approved, the conversion of the Series B Stock pursuant to the Certificate of Designation. As a result, each share of Series B Stock automatically converted into (i) 881.5 shares of common stock, and (ii) the right to receive up to 118.5 Holdback Shares, to be delivered 24 months after the date of issuance of the Series B Stock, subject to reduction for indemnification claims.

Pursuant to the terms of the Merger Agreement, on February 25, 2021, the Board appointed three directors designated by the PHPM representative to serve on the Board, Dr. Rich, the co-founder and Chief Executive Officer and a stockholder of PHPM, and Drs. Michael Davidson and Declan Doogan. In connection with the closing of the Merger, Dr. Rich also was appointed Chief Medical Officer of the Company.

The Company evaluated this acquisition in accordance with ASC 805, Business Combinations, to determine whether the assets and operations of PHPM met the definition of a business. Included in the in-process research and development project is the historical know-how, formula protocols, designs, and procedures expected to be needed to complete the related phase of testing. The Company concluded that the in-process research and development project is an identifiable intangible asset that would be accounted for as a single asset in a business combination. The Company also qualitatively concluded that there is no fair value associated with the clinical research organization contract and the clinical manufacturing organization contract because the services are being provided at market rates and could be provided by multiple vendors in the marketplace. Therefore, all of the consideration in the transaction was allocated to the in-process research and development project. As such, the Company concluded that substantially all of the fair value of the gross assets acquired was concentrated in the single in-process research and development asset and the set was not a business.

The Company is planning to use the acquired asset to further its clinical development in an upcoming phase 3 clinical trial for the treatment of patients with PAH. Although the acquired asset may have utility in other patient populations, future development decisions for the acquired asset will be contingent upon the results of the contemplated phase 3 program for PAH. As such, the acquired asset does not have an alternative future use at the acquisition date. In accordance with ASC 730, Research and Development, the Company concluded the entire Purchase Price for the asset acquisition was an expense on the acquisition date.

The consideration transferred, assets acquired and liabilities assumed were recognized as follows:

Fair value of shares of Common Stock issued	$	3,369,371
Fair Value of Series B Convertible Preferred Stock issued at closing		18,212,960
Total fair value of consideration transferred	$	21,582,331

Tangible assets acquired	$	-
Accounts payable assumed		(150,000	)
Total identifiable net assets		(150,000	)
IPR&D expense recognized		21,732,331
Total fair value of consideration	$	21,582,331

MERGER (Details Narrative)	12 Months Ended
MERGER (Details Narrative)	Dec. 31, 2021 shares
MERGER
Common stock acquired	1,892,905
Stock issued for conversion	1,212,492
Percentage of Preferred Stock carries voting rights	10.00%

INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred Tax Assets
Net operating loss carryforwards	$ 35,291,097	$ 35,540,911
Accruals and others	308,296	545,225
Capital loss carryoforwards	11,003	11,003
Valuation allowance	(35,610,396)	(36,096,792)
Net deferred tax assets	0	347
Deferred Tax Liabilities
Other liabilities	0	(347)
Net deferred tax liabilities	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Principles of Consolidation

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

Any or all of the foregoing may have a material adverse effect on the Company’s business and financial performance.

Deferred financing costs

Derivative financial instruments

Preclinical Study and Clinical Accruals

-	fees paid to CROs in connection with clinical trials,

-	fees paid to research institutions in conjunction with preclinical 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

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

Research and Development Costs

Income Taxes

Stock-Based Compensation

Loss Per Share

	Year ended December 31,
	2021		2020
Warrants to purchase common stock		20,928,767		16,599,079
Pre-funded warrants to purchase common stock		10,033,274		5,260,005
Options to purchase common stock		1,299,567		451,148
Convertible preferred shares outstanding		210		210

Operating Leases

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.

Investments in Marketable Securities

The following tables summarize information regarding assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and December 31, 2020:

			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2021		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	5,583,922	$	5,583,922	$	-	$	-


			Fair Value Measurements at Reporting Date Using
	Balance as of December 31, 2020		Quoted prices in Active Markets for Identical Securities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Cash and cash equivalents	$	6,250,241	$	6,250,241	$	-	$	-
Marketable securities	$	462,687	$	-	$	462,687	$	-

There were no significant transfers between levels in the year ended December 31, 2021.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE I—SUBSEQUENT EVENTS

On January 4, 2022, the Company was issued US Pat. No. 11,213,524, entitled PHARMACEUTICAL COMPOSITIONS FOR SUBCUTANEOUS ADMINISTRATION OF LEVOSIMENDAN, which is directed towards the use of levosimendan via subcutaneous administration for treating a subject having a health condition of any kind, such as heart failure, pulmonary hypertension including PH-HFpEF, chronic kidney disease, stroke, or other health conditions. The patent is expected to expire no earlier than 2039, exclusive of any possible extensions. The Company also has a PCT international application pending, with a U.S. counterpart already under examination, that describes and claims methods of treating the Company’s first intended clinical indication, PH-HFpEF, by providing levosimendan by any route of administration.