Tenax Therapeutics (TENX) 10-K 1 Apr 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 27, 2019	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	TENAX THERAPEUTICS, INC.
Entity Central Index Key	0000034956
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Public Float			$ 9,050,692
Entity Common Stock, Shares Outstanding		6,154,434
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 12,367,321	$ 1,604,810
Marketable securities	494,633	6,122,400
Accounts receivable	0	50,171
Prepaid expenses	458,286	285,512
Total current assets	13,320,240	8,062,893
Marketable securities	0	1,809,428
Property and equipment, net	8,525	9,945
Other assets	8,435	8,435
Total assets	13,337,200	9,890,701
Current liabilities
Accounts payable	749,814	611,861
Accrued liabilities	815,855	363,306
Warrant liabilities	0	33,673
Total current liabilities	1,565,669	1,008,840
Total liabilities	1,565,669	1,008,840
Commitments and contingencies; see Note E
Stockholders' equity
Preferred stock	0	0
Common stock, par value $.0001 per share; authorized 400,000,000 shares; issued and outstanding 3,792,249 and 1,411,840, respectively	379	141
Additional paid-in capital	239,572,094	222,397,198
Accumulated other comprehensive gain (loss)	516	(16,193)
Accumulated deficit	(227,801,743)	(213,499,285)
Total stockholders' equity	11,771,531	8,881,861
Total liabilities and stockholders' equity	13,337,200	9,890,701
Series A Preferred Stock
Stockholders' equity
Preferred stock	$ 285	$ 0

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Stockholders' equity
Preferred stock, authorized	4,818,654	10,000,000
Common stock, par value	$ .0001	$ .0001
Common stock, authorized	400,000,000	400,000,000
Common stock, issued	3,792,249	1,411,840
Common stock, outstanding	3,792,249	1,411,840
Series A Preferred Stock
Stockholders' equity
Preferred stock, par value	$ .001	$ .001
Preferred stock, issued	5,181,346	0
Preferred stock, outstanding	2,854,593	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Operating expenses
General and administrative	$ 5,653,980	$ 5,678,581
Research and development	1,239,300	3,527,317
Total operating expenses	6,893,280	9,205,898
Net operating loss	6,893,280	9,205,898
Other income	(79,835)	(366,216)
Deemed dividend on preferred stock	7,330,604	0
Net loss	14,144,049	8,839,682
Unrealized gain on marketable securities	(16,709)	(2,525)
Total comprehensive loss	$ 14,127,340	$ 8,837,157
Net loss per share, basic and diluted	$ (9.04)	$ (6.27)
Weighted average number of common shares outstanding, basic and diluted	1,564,773	1,410,630

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Preferred Stock	Common Stock	Additional paid-in capital	Accumulated other comprehensive gain (loss)	Accumulated deficit	Total
Beginning Balance, Shares at Dec. 31, 2016	0	1,406,002
Compensation on options and restricted stocks issued, Share		5,838
Compensation on options and restricted stocks issued, Amount		$ 12	$ 578,068			$ 578,080
Deemed dividend on preferred stock						0
Unrealized gain on marketable securities				$ 2,525		2,525
Par value adjustment due to reverse stock split		$ (2,683)	2,683			0
Net loss					$ (8,839,682)	(8,839,682)
Ending Balance, Shares at Dec. 31, 2017	0	1,411,840
Ending Balance, Amount at Dec. 31, 2017	$ 0	$ 141	222,397,198	(16,193)	(213,499,285)	8,881,861
Preferred stock sold, net of offering costs, Shares	5,181,346
Preferred stock sold, net of offering costs, Amount	$ 518		8,906,656			8,907,174
Common stock issued for convertible preferred stock, Shares	(2,326,753)	2,326,753
Common stock issued for convertible preferred stock, Amount	$ (233)	$ 233				0
Compensation on options and restricted stocks issued, Share		37,420
Compensation on options and restricted stocks issued, Amount		$ 4	645,193			645,197
Common stock issued for services rendered, Shares		10,241
Common stock issued for services rendered, Amount		$ 1	100,361			100,362
Deemed dividend on preferred stock			7,330,604			7,330,604
Unrealized gain on marketable securities				16,709		16,709
Fractional shares of common stock due to reverse stock split		5,995
Adoption of ASU 2017-11: Reclassification of equity related financial instruments			192,082		(158,409)	33,673
Net loss					(14,144,049)	(14,144,049)
Ending Balance, Shares at Dec. 31, 2018	2,854,593	3,792,249
Ending Balance, Amount at Dec. 31, 2018	$ 285	$ 379	$ 239,572,094	$ 516	$ (227,801,743)	$ 11,771,531

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (14,144,049)	$ (8,839,682)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	9,016	13,621
Loss (Gain) on disposal of property and equipment	0	76
Issuance and vesting of compensatory stock options and warrants	316,260	498,491
Issuance of common stock for services rendered	100,362	0
Issuance of common stock as compensation	190,083	79,589
Deemed dividend on preferred stock	7,330,604	0
Change in the fair value of warrants	0	(192,419)
Amortization of premium on marketable securities	91,511	187,513
Changes in operating assets and liabilities
Accounts receivable, prepaid expenses and other assets	(122,605)	1,110,272
Accounts payable and accrued liabilities	729,357	(4,997,978)
Net cash used in operating activities	(5,499,461)	(12,140,517)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of marketable securities	(493,822)	(299,172)
Sale of marketable securities	7,856,215	4,053,081
Purchase of property and equipment	(7,595)	(4,537)
Net cash provided by investing activities	7,354,798	3,749,372
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds for issuance of convertible preferred stock, net of issuance costs	8,907,174	0
Net cash provided by financing activities	8,907,174	0
Net change in cash and cash equivalents	10,762,511	(8,391,145)
Cash and cash equivalents, beginning of period	1,604,810	9,995,955
Cash and cash equivalents, end of period	12,367,321	$ 1,604,810
Non-cash financing activity
Adoption of ASU 2017-11: Reclassification of equity related financial instruments	$ 33,673

A. DESCRIPTION OF BUSINESS

A. DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	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. Oxygen Biotherapeutics was formed on April 17, 2008, by Synthetic Blood International 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 to one share of Oxygen Biotherapeutics common stock. On September 19, 2014, the Company changed its name to Tenax Therapeutics, Inc. On October 18, 2013, the Company created a wholly owned subsidiary, Life Newco, Inc., a Delaware corporation (“Life Newco”), to acquire 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 (the “Phyxius Stockholders”). On November 13, 2013, under the terms and subject to the conditions of the Asset Purchase Agreement, Life Newco acquired certain assets, including a license granting Life Newco an 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. Reverse Stock Split The Company initiated a 1-for-20 reverse stock split effective February 23, 2018 at 5:00 p.m. All shares and per share amounts in these Consolidated Financial Statements and notes thereto have been retroactively adjusted to give effect to the reverse stock split. 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 $227,801,743 and $213,499,285 at December 31, 2018 and 2017, respectively, and used cash in operations of $5,499,461 and $12,140,517 during the years ended December 31, 2018 and 2017, 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, 2018 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.

B. SUMMARY OF CRITICAL ACCOUNTI

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
SUMMARY OF CRITICAL 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. and Life Newco, 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 $11,876,765 and $849,851 uninsured by the FDIC as of December 31, 2018 and 2017, 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 $13,320,240 and $8,062,893 and working capital of $11,754,571 and $7,054,053 as of December 31, 2018 and 2017, respectively. Cash resources, including the fair value of the Company’s available for sale marketable securities as of December 31, 2018 were approximately $12.9 million, compared to approximately $9.5 million as of December 31, 2017. The Company expects to continue to incur expenses related to development of levosimendan for pulmonary hypertension and other potential indications, as well as identifying and developing other potential product candidates. Based on its resources at December 31, 2018, the Company believes that it has sufficient capital to fund its planned operations through the first quarter of calendar year 2020. 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 assure 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. 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 over the following estimated useful lives: Laboratory equipment 3 – 5 years Office equipment 5 years Office furniture and fixtures 7 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or remaining lease term 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 and a substantial portion of our preclinical studies; (ii) the cost of manufacturing and 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) facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and equipment, depreciation of leasehold improvements, 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 Accounting Standards Codification, or 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 its 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. 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, 2018 2017 Warrants to purchase common stock 10,690,718 120,773 Convertible preferred shares outstanding 2,854,593 - Options to purchase common stock 241,735 188,744 Restricted stock grants 19,914 - Operating Leases The Company maintains operating leases for its office and laboratory facilities. The lease agreements may include rent escalation clauses and tenant improvement allowances. The Company recognizes scheduled rent increases on a straight-line basis over the lease term beginning with the date the Company takes possession of the leased space. Differences between rental expense and actual rental payments are recorded as deferred rent liabilities and are included in “Other liabilities” on the consolidated balance sheets. Recent Accounting Pronouncements In July 2017, the FASB, issued an accounting standard that changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The standard will be effective on January 1, 2019. Early adoption is permitted, including adoption in an interim period. As of January 1, 2018, the Company early adopted this accounting standard, which revised the guidance for its outstanding instruments with down round provisions. As such the Company treats outstanding warrants as free-standing equity linked instruments that will be recorded to equity in the Consolidated Balance Sheet. Early adoption of this accounting standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. See below for further discussion. In August 2016, the FASB issued an accounting standard that clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows where diversity in practice exists. The standard is effective in the Company’s first quarter of fiscal 2018. The adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued an accounting standard 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 will require 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, 2020, with early adoption permitted, but not earlier than annual reporting periods beginning January 1, 2019. 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 adoption of this standard will have a material impact on its consolidated financial statements and related disclosures. In May 2014, the FASB issued an accounting standard that supersedes nearly all existing revenue recognition guidance under GAAP. The standard is principles-based and provides a five-step model to determine when and how revenue is recognized. The core principle of the standard is that revenue should be recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued a standard to clarify the implementation guidance on principal versus agent considerations, and in April 2016, the FASB issued a standard to clarify the implementation guidance on identifying performance obligations and licensing. The standard also requires disclosure of qualitative and quantitative information surrounding the amount, nature, timing and uncertainty of revenues and cash flows arising from contracts with customers. In July 2015, the FASB agreed to defer the effective date of the standard from annual periods beginning after December 15, 2016, to annual periods beginning after December 15, 2017. Early application prior to the original effective date was not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company adopted this standard on January 1, 2018 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued an accounting standard intended to improve financial reporting regarding leasing transactions. The standard will require the Company to recognize on the balance sheet the assets and liabilities for the rights and obligations created by all leased assets. The standard will also require it to provide enhanced disclosures designed to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from all leases, operating and capital, with lease terms greater than 12 months. The standard is effective for financial statements beginning after December 15, 2018, and interim periods within those annual periods. The Company will adopt and implement this standard on January 1, 2019, using the required modified-retrospective approach as of the effective date. The Company will elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows its to carryforward the historical lease classification. The Company will make an accounting policy election to account for leases with an initial term of 12 months or less similar to existing guidance for operating leases today. 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. The Company is substantially complete with its implementation to the new leasing standard and believes that the transition will not have a material impact on its consolidated balance sheet. As disclosed in Note E – Commitments and Contingencies, the Company has approximately $300,000 in future minimum lease commitments as of the year ended December 31, 2018. Upon adoption, the Company’s lease liability will generally be based on the present value of such payments and the related right-of-use asset will generally be based on the lease liability. The Company estimates that adoption of the standard will result in the recognition of right-of-use lease assets and related liabilities of approximately $275,000. The Company does not believe that adoption of the standard will materially affect consolidated net loss. Fair Value The Company determines the fair value of its financial assets and liabilities in accordance with the FASB ASC 820 Fair Value Measurements. The Company’s balance sheet includes the following financial instruments: cash and cash equivalents, investments in marketable securities and warrant liabilities. 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 (expense) in the Consolidated Statements of Operations and Comprehensive Loss and are determined using the specific identification method with transactions recorded on a settlement date basis. The Company recognized a loss of $10,439 and a gain of $422 for the years ended December 31, 2018 and 2017, respectively. 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. At December 31, 2018, the Company believes that the costs of its investments are recoverable in all material respects. The following tables summarize the fair value of the Company’s investments by type. The estimated fair value of the Company’s fixed income investments is classified as Level 2 in the fair value hierarchy as defined in GAAP. These fair values are obtained from independent pricing services which utilize Level 2 inputs: December 31, 2018 Amortized Cost Accrued Interest Gross Unrealized Gains Gross Unrealized losses Estimated Fair Value Obligations of U.S. Government and its agencies $ 118,719 $ 379 $ 333 $ - $ 119,431 Corporate debt securities 373,201 1,818 293 (110 ) 375,202 Total investments $ 491,920 $ 2,197 $ 626 $ (110 ) $ 494,633 The following table summarizes the scheduled maturity for the Company’s investments at December 31, 2018 and 2017, respectively: December 31, 2018 December 31, 2017 Maturing in one year or less $ 494,633 $ 6,122,400 Maturing after one year through three years - 1,809,428 Total investments $ 494,633 $ 7,931,828 Warrant liability On July 23, 2013, the Company issued common stock warrants in connection with the issuance of Series C 8% Preferred Stock (the “Series C Warrants”). As part of the offering, the Company issued 137,668 Series C Warrants at an exercise price of $52.00 per share and contractual term of six years. On November 11, 2013, the Company satisfied certain contractual obligations pursuant to the Series C offering which caused certain “down-round” price protection clauses in the outstanding warrants to become effective on that date. In accordance with ASC 815-40-35-9, the Company reclassified these warrants as a current liability and recorded a warrant liability of $1,380,883, which represents the fair market value of the warrants at that date. The initial fair value recorded as warrants within stockholders’ equity of $233,036 was reversed and the subsequent changes in fair value are recorded as a component of other expense. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Series C Warrants are measured using the Monte Carlo valuation model which is based, in part, upon inputs for which there is little or no observable market data, requiring the Company to develop its own assumptions. The assumptions used in calculating the estimated fair value of the Series C Warrants represent the Company’s best estimates; however, these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and different assumptions are used, the warrant liabilities and the change in estimated fair value of the Series C Warrants could be materially different. Inherent in the Monte Carlo valuation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the Series C Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Series C Warrants. The expected life of the Series C Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The Monte Carlo model is used for the Series C Warrants to appropriately value the potential future exercise price adjustments triggered by the anti-dilution provisions. This requires Level 3 inputs which are based on the Company’s estimates of the probability and timing of potential future financings and fundamental transactions. The Company recorded a gain of $192,419 for the change in fair value as a component of other expense on the consolidated statement of comprehensive loss for the year ended December 31, 2017. The other assumptions used by the Company are summarized in the following table for the Series C Warrants that were outstanding as of December 31, 2017: Series C Warrants December 31, 2017 Closing stock price $ 9.80 Expected dividend rate 0 % Expected stock price volatility 81.26 % Risk-free interest rate 1.83 % Expected life (years) 1.56 As of January 1, 2018, the Company early adopted ASU 2017-11, which revised the guidance for instruments with down round provisions. As such the Company treats outstanding warrants as free-standing equity linked instruments that will be recorded to equity in the Consolidated Balance Sheet. In accordance with the guidance presented in the ASU, the fair value of the derivative liability balance as of December 31, 2017 of $33,673 was reclassified by means of a cumulative-effect adjustment to equity as of January 1, 2018. The table below illustrates the impact of the adoption of ASU 2017-11 on equity: Preferred stock Common stock Additional paid in capital Accumulated other comprensive loss / gain Accumulated deficit Totoal stockholder's deficit Balance - December 31, 2017 $ - $ 141 $ 222,397,198 $ (16,193 ) $ (213,499,285 ) $ 8,881,861 Balance - December 31, 2018 before effect of ASU 2017-11 285 379 239,380,012 516 (227,643,334 ) 11,737,858 Effect of ASU 2017-11 - - 192,082 - (158,409 ) 33,673 Balance - December 31, 2018 $ 285 $ 379 $ 239,572,094 $ 516 $ (227,801,743 ) $ 11,771,531 As of December 31, 2018, 12,035 Series C Warrants were outstanding. The following tables summarize information regarding assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and December 31, 2017: Fair Value Measurements at Reporting Date Using Balance as of December 31, 2018 Quoted prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Current Assets Cash and cash equivalents $ 12,367,321 $ 12,367,321 $ - $ - Marketable securities $ 494,633 $ - $ 494,633 $ - Fair Value Measurements at Reporting Date Using Balance as of December 31, 2017 Quoted prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Current Assets Cash and cash equivalents $ 1,604,810 $ 1,604,810 $ - $ - Marketable securities $ 6,122,400 $ - $ 6,122,400 $ - Long-term Assets Marketable securities $ 1,809,428 $ - $ 1,809,428 $ - Current Liabilities Warrant liabilities $ 33,673 $ - $ - $ 33,673 There were no significant transfers between levels during the year ended December 31, 2018.

C. BALANCE SHEET COMPONENTS

C. BALANCE SHEET COMPONENTS	12 Months Ended
	Dec. 31, 2018
C. Balance Sheet Components
BALANCE SHEET COMPONENTS	Property and equipment, net Property and equipment consist of the following: December 31, 2018 December 31, 2017 Laboratory equipment $ 354,861 $ 354,861 Computer equipment and software 96,593 88,998 Office furniture and fixtures 130,192 130,192 581,646 574,051 Less: Accumulated depreciation (573,121 ) (564,106 ) $ 8,525 $ 9,945 Depreciation and amortization expense were $9,015 and $13,621 for the years ended December 31, 2018 and 2017, respectively. Accrued liabilities Accrued liabilities consist of the following: December 31, 2018 December 31, 2017 Operating costs $ 244,456 $ 39,252 Employee related 571,399 324,054 $ 815,855 $ 363,306

D. STOCKHOLDERS' EQUITY

D. STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
STOCKHOLDERS' EQUITY	Preferred Stock Under the Company’s Certificate of Incorporation, the Board of Directors is authorized, without further stockholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. Series A Stock On December 11, 2018, the Company closed its underwritten offering of 5,181,346 units for net proceeds of approximately $9 million. Each unit consists of (a) one share of the Company’s Series A convertible preferred stock, par value $0.0001 per share (the “Series A Stock”), (b) a two-year warrant to purchase one share of common stock at an exercise price of $1.93 (the “Series 1 Warrants”), and (c) a five-year warrant to purchase one share of common stock at an exercise price of $1.93 (the “Series 2 Warrants”). In accordance with ASC 480, the estimated fair-value of $1,800,016 for the beneficial conversion feature was recognized as a deemed dividend on the Series A Stock during the year ended December 31, 2018. 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. Until such time that 85% of the aggregate number of shares of Series A Stock issued to all holders on the original issue date have been converted to common stock, the Series A Stock has full ratchet price-based anti-dilution protection, subject to customary carve-outs, in the event of a down-round financing at a price per share below the conversion price of the Series A Stock. If during any 30 consecutive trading days (a “Measurement Period”) the volume weighted average price of the Company’s common stock exceeds 300% of the then-effective conversion price of the Series A Stock and the daily dollar trading volume for each trading day during such period exceeds $175,000, the anti-dilution protection in the Series A Stock will expire and cease to apply. Additionally, subject to certain exceptions, at any time after the issuance of the Series A Stock, and subject to the beneficial ownership limitations described below, the Company has the right to cause each holder of the Series A Stock to convert all or part of such holder’s Series A Stock in the event that (i) the volume weighted average price of the Company’s common stock for any Measurement Period exceeds 300% of the initial conversion price of the Series A Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and similar transactions), (ii) the average daily trading volume for such Measurement Period exceeds $175,000 per trading day and (iii) the holder is not in possession of any information that constitutes or might constitute, material non-public information which was provided by the Company. 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. During the year ended December 31, 2018, 2,326,753 shares of Series A Stock were converted into 2,326,753 shares of common stock. As of December 31, 2018, there were 2,854,593 shares of Series A Stock outstanding. Common Stock 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, 2018, and December 31, 2017 there were 3,792,249 and 1,411,840 shares of common stock issued and outstanding, respectively. Warrants Series 1 Warrants As part of the offering of Series A Stock, the Company issued 5,181,346 Series 1 Warrants at an exercise price of $1.93 per share and contractual term of two years. In accordance with ASC 480, these warrants are classified as equity and their relative fair-value of $2,621,810 was recognized as a deemed dividend on the Series A Stock during the year ended December 31, 2018. 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. Series 2 Warrants As part of the offering of Series A Stock, the Company issued 5,181,346 Series 2 Warrants at an exercise price of $1.93 per share and contractual term of five years. In accordance with ASC 480, these warrants are classified as equity and their relative fair-value of $2,908,778 was recognized as a deemed dividend on the Series A Stock during the year ended December 31, 2018. 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 offering of Series A Stock described above, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Underwriter”) pursuant to which, on December 7, 2018, the Company issued to the Underwriter a warrant to purchase 207,253 shares of common stock at an exercise price of $2.4125 per share and contractual term of five years. In accordance with ASC 815, this warrant is classified as equity and its relative fair-value of $183,433 was recognized as additional paid in capital during the year ended December 31, 2018. 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. On November 11, 2014, the Company issued common stock warrants in connection with the execution of a service agreement for investor relations and corporate communications. As part of the compensation under the agreement, the Company issued up to 8,750 warrants at an exercise price of $80.00 per share and contractual term of five years. The warrants were initially exercisable for 1,250 shares of common stock, and the number of shares of common stock exercisable under these warrants would be automatically increased by 2,500 upon the first occurrence of market price goals of $120.00, $160.00 and $200.00, respectively, during the 18-month period beginning on the effective date. Effective May 11, 2016, the additional 7,500 warrants were no longer exercisable as none of the market price goals were achieved. In accordance with ASC 815, these warrants are classified as equity and their estimated fair-value of $478,115 was recorded as an operating expense in the consolidated statement of operations and as additional paid in capital during the fiscal year ended April 30, 2015. The estimated fair value was 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. As of December 31, 2018, 1,250 of these warrants are outstanding. Series D Warrants On August 22, 2013, the Company closed its private placement of an aggregate of $4.6 million shares of the Company’s Series D Stock to OXBT Fund. In connection with the purchase of shares of Series D Stock, OXBT Fund received the Series D Warrant to purchase 117,949 shares of common stock at an exercise price equal to $52.00 and contractual term of six years. In accordance with ASC 815, these warrants are classified as equity and their relative fair-value of $1,531,167 was recognized as a deemed dividend on the Series D Stock during the prior fiscal year ended April 30, 2014. 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. The Series D Warrant is exercisable beginning on the date of issuance and expires on August 22, 2019. The exercise price and the number of shares issuable upon exercise of Series D Warrant is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock, and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. In addition, if stockholder approval for the transaction is obtained, the Series D Warrant will be subject to anti-dilution provisions until such time that for 25 trading days during any 30 consecutive trading day period, the volume weighted average price of the Company’s common stock exceeds $130.00 and the daily dollar trading volume exceeds $350,000 per trading day. The Series D Warrant was issued and sold without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Accordingly, OXBT Fund may exercise the Series D Warrant and sell the Series D Stock and underlying shares only pursuant to an effective registration statement under the Securities Act covering the resale of those securities, an exemption under Rule 144 under the Securities Act or another applicable exemption under the Securities Act. As of December 31, 2018, 107,488 Series D Warrants are outstanding. Series C Warrants On July 23, 2013, as part of the offering of Series C Stock, the Company issued 137,668 Series C Warrants at an exercise price of $52.00 per share and contractual term of six years. In accordance with ASC 815, these warrants are classified as equity and their relative fair-value of $1,867,991 was recognized as a deemed dividend on the Series C Stock during the prior fiscal year ended April 30, 2014. 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. As of December 31, 2018, 12,035 Series C Warrants are outstanding. In accordance with ASC 815-40-35-8, the Company reassessed the classification of the remaining Series C Warrants. On November 11, 2013, the Company satisfied certain contractual obligations pursuant to the Series C offering which caused certain “down-round” price protection clauses in the outstanding warrants to become effective on that date. In accordance with ASC 815-40-35-9, on November 11, 2013, the Company reclassified these warrants as a current liability and recorded a warrant liability of $1,082,941 which represented the fair market value of the warrants at that date. The initial fair value recorded as warrants within stockholders’ equity of $233,036 was reversed and the change in fair value was recorded as a component of other expense. As of January 1, 2018, the Company early adopted ASU 2017-11, which revised the guidance for instruments with down round provisions. As such the Company treats outstanding warrants as free-standing equity linked instruments that will be recorded to equity in the Consolidated Balance Sheet. In accordance with the guidance presented in the ASU, the fair value of the derivative liability balance as of December 31, 2017 of $33,673 was reclassified by means of a cumulative-effect adjustment to equity as of January 1, 2018. See Note B above for further discussion. As of December 31, 2018, the Company has 10,690,718 warrants outstanding. During the years ended December 31, 2018 and 2017, no warrants were exercised. The following table summarizes the Company’s warrant activity for the year ended December 31, 2018 and December 31, 2017: Warrants Weighted Average Exercise Price Outstanding at December 31, 2016 120,794 $ 52.71 Issued - - Exercised - - Forfeited (21 ) 2,460.00 Outstanding at December 31, 2017 120,773 $ 52.29 Issued 10,569,945 1.94 Exercised - - Forfeited - - Outstanding at December 31, 2018 10,690,718 $ 2.45 Stock Options The following table summarizes all options outstanding as of December 31, 2018: Options Outstanding at December 31, 2018 Options Exercisable and Vested at December 31, 2018 Exercise Price Number of Options Weighted Average Remaining Contractual Life (Years) Number of Options Weighted Average Exercise Price $6.10 to $11.20 66,000 9.2 5,500 $ 10.87 $41.40 to $96.40 40,251 5.3 30,503 $ 60.94 $113.00 to $860.00 135,413 1.3 68,423 $ 114.68 $1,012.00 to $2,580.00 71 1.1 71 $ 1,798.59 241,735 4.4 104,497 $ 94.67 The following table summarizes options outstanding that have vested and are expected to vest based on options outstanding as of December 31, 2018: Number of Option Shares Weighted Average Exercise Price Aggregate Intrinsic Value (1) Weighted Average Remaining Contractual Life (Years) Vested 104,497 $ 94.67 $ - 3.3 Vested and expected to vest 226,640 $ 76.56 $ - 4.4 (1) Amount represents the difference between the exercise price and $1.21, the closing price of Tenax Therapeutics’ stock on December 31, 2018, 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 Compensation Committee of the Board of Directors, 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. As of December 31, 2018, the Company had 100,000 shares of common stock available for grant under the 2016 Plan. The following table summarizes the shares available for grant under the Plan for the years ended December 31, 2018: Shares Available for Grant Balances, at December 31, 2017 150,000 Options granted (50,000 ) Balances, at December 31, 2018 100,000 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 year ended December 31, 2018: Outstanding Options Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balances at December 31, 2017 - $ - Options granted 50,000 $ 6.10 Options cancelled - $ - Balances at December 31, 2018 50,000 $ 6.10 $ - (1) (1) Amount represents the difference between the exercise price and $1.21, the closing price of Tenax Therapeutics’ stock on December 31, 2018, 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, 2018 and 2017: For the year ended December 31, 2018 2017 Risk-free interest rate (weighted average) 2.85% 0.00% Expected volatility (weighted average) 102.37% 0.00% Expected term (in years) 7 0 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, 2018 and 2017 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 year ended December 31, 2018 was $5.20. The Company recorded compensation expense for these stock options grants of $89,194 and $0 for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, there were unrecognized compensation costs of approximately $156,000 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 1.92 years. 1999 Amended 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 may be granted only to employees. NSOs may be granted to employees, consultants and directors. Stock options under the 1999 Plan may 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, 2018 and 2017: Outstanding Options Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balances at December 31, 2016 236,706 $ 99.74 Options granted 13,000 $ 11.06 Options cancelled (60,962 ) $ 94.75 Balances at December 31, 2017 188,744 $ 95.24 Options granted 3,000 $ 6.23 Options cancelled (9 ) $ 2,760.00 Balances at December 31, 2018 191,735 $ 93.72 $ - (1) (1) Amount represents the difference between the exercise price and $1.21, the closing price of Tenax Therapeutics’ stock on December 31, 2018, 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 1999 Plan for the years ended December 31, 2018 and 2017: For the year ended December 31, 2018 2017 Risk-free interest rate (weighted average) 2.91% 2.19% Expected volatility (weighted average) 102.63% 99.59% Expected term (in years) 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 historical experience that the Company has had 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 do 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, 2018 and 2017 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, 2018 and 2017 was $5.19 and $8.66, respectively. The Company recorded compensation expense for these stock options grants of $227,066 and $498,491 for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, there were unrecognized compensation costs of approximately $145,000 related to non-vested stock option awards that will be recognized on a straight-line basis over the weighted average remaining vesting period of 1.2 years. Additionally, there were unrecognized compensation costs of approximately $5.9 million related to non-vested stock option awards subject to performance-based vesting milestones with a weighted average remaining life of 1.3 years. As of December 31, 2018, none of these milestones have been achieved. Restricted Stock Grants The following table summarizes the outstanding restricted stock under the 1999 Plan for the years ended December 31, 2018 and 2017: Outstanding Restricted Stock Grants Number of Shares Weighted Average Grant Date Fair Value Balances, at December 31, 2016 12 $ 54.40 Restricted stock granted 10,691 $ 13.60 Restricted stock vested (5,838 ) $ 13.60 Restricted stock cancelled (4,865 ) $ 13.60 Balances, at December 31, 2017 - $ - Restricted stock granted 85,900 $ 5.82 Restricted stock vested (37,420 ) $ 5.69 Restricted stock cancelled (28,566 ) $ 5.66 Balances, at December 31, 2018 19,914 $ 6.29 The Company recorded compensation expense for these restricted stock grants of $250,009 and $560 for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, there were no unrecognized compensation costs related to the non-vested restricted stock grants that will be recognized on a straight-line basis over the remaining vesting period.

E. COMMITMENTS AND CONTINGENCIE

E. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Operating Leases The Company leases its office space under an operating lease that includes fixed annual increases and expires in June 2021. Total rent expense was $115,220 and $112,431 for the years ended December 31, 2018 and 2017, respectively. The future minimum payments for the long-term, non-cancelable lease are as follows: Year ending December 31, 2019 118,117 2020 121,084 2021 61,803 $ 301,004 Simdax license agreement On November 13, 2013 the Company acquired that certain License Agreement (the “License”), dated September 20, 2013, by and between Phyxius and Orion Corporation, a global healthcare company incorporated under the laws of Finland (“Orion”), which granted it an exclusive, sublicenseable right to develop and commercialize pharmaceutical products containing levosimendan in the United States and Canada. Pursuant to the License, the Company must use the “Simdax®” trademark owned by Orion to commercialize pharmaceutical products containing levosimendan, 2.5 mg/ml concentrate for solution for infusion / 5ml vial (the “Product”). The License also grants to 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. 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 United States and Canada (the “Territory”), and certain regulatory participation rights. 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 License has a 15-year term, provided, however, that the License will continue after the end of the 15-year term in each country in the Territory until the expiration of Orion’s patent rights in the Product in such country. The License includes the following development milestones for which the Company shall make non-refundable payments to Orion no later than twenty-eight (28) days after the occurrence of the applicable milestone event: (i) $2.0 million upon the grant of FDA approval, including all registrations, licenses, authorizations and necessary approvals, to develop and/or commercialize the Product in the United States; and (ii) $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 up to $13.0 million, contingent upon achievement of certain cumulative net sales amounts in the Territory. The Company must also 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 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, 2018, the Company has not met any of the developmental milestones 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.

F. 401(k) BENEFIT PLAN

F. 401(k) BENEFIT PLAN	12 Months Ended
	Dec. 31, 2018
Retirement Benefits [Abstract]
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 18 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. The 401(k) Plan is managed by a third-party trustee. For the years ended December 31, 2018 and 2017, the Company recorded $63,647 and $74,990 for matching contributions expense, respectively.

G. INCOME TAXES

G. INCOME TAXES	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
INCOME TAXES	The Company has not recorded any income tax expense or benefit for the years ended December 31, 2018 and 2017 due to its history of net operating losses. The reconciliation of income tax expenses (benefit) at the statutory federal income tax rate of 21% and 34% for the periods ended December 31, 2018 and December 31, 2017 is as follows: December 31, 2018 2017 U.S. federal tax benefit at statutory rate $ (2,970,250 ) $ (3,005,491 ) State income tax benefit, net of federal benefit (246,376 ) (346,057 ) Stock compensation 68,249 169,312 Interest 1,677,118 - Other nondeductible, including goodwill impairment 1,257 (71,044 ) Change in state tax rate 45,864 (426,159 ) Change in the federal tax rate - 17,474,188 Federal and state net operating loss adjustments 451,652 774,875 Other, including effect of tax rate brackets (31,810 ) (265,181 ) Change in valuation allowance 1,014,296 (14,304,443 ) $ - $ - 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 2018 2017 Net operating loss carryforwards $ 33,283,250 $ 32,239,768 Accruals and other 509,069 567,090 Capital loss carryforwards 16,708 16,466 Valuation allowance (33,796,295 ) (32,781,999 ) Net deferred tax assets 12,732 41,325 Deferred Tax Liabilities Other liabilities (12,732 ) (41,325 ) Net Deferred Tax Liabilities $ - $ - The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time that it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced. The net increase in the valuation allowance during 2018 was approximately $1.0 million. On December 22, 2017, the Tax Cuts and Jobs Act was enacted into law, which reduced the federal corporate income tax rate to 21% for tax years beginning after December 31, 2017. As a result of the new enacted tax rate, the Company adjusted its deferred tax assets as of December 31, 2017, by applying the new 21% rate, which resulted in a decrease to the net deferred tax asset of approximately $17.5 million. The SEC staff issued SAB 118 which will allow the Company to record provisional amounts related to accounting for the tax legislation during a measurement period which is similar to the measurement period used when accounting for business combinations. The measurement period has ended and the Company's accounting related to the 2017 Tax Cuts and Jobs Act is complete. The Company did not make any measurement-period adjustments related to the provisional items recorded as of December 31, 2017 but will continue to assess the impact of the Tax Reform Act on its business and consolidated financial statements as additional guidance or interpretations are released. As of December 31, 2018, the Company had federal and state net operating loss carryforwards of approximately $137.9 million and $109.4 million available to offset future federal and state taxable income, respectively. Federal net operating losses of $131.4 million begin to expire in 2019, while the remaining $6.5 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. 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, 2018. The Company files U.S. and state income tax returns with varying statutes of limitations. The tax years 1999 and forward remain open to examination due to the carryover of unused net operating losses or tax credits.

H. SUBSEQUENT EVENTS

H. SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Subsequent to the year ended December 31, 2018, an additional 2,299,990 shares of Series A Stock were converted into 2,299,990 shares of common stock. As of March 28, 2019, there were 554,603 shares of Series A Stock outstanding, which represents approximately 11% of the aggregate number of shares of Series A Stock issued to all holders on the original issue date. In accordance with the Series A Stock Certificate of Designations, following the conversion of 85% of the aggregate number of shares of Series A Stock issued to all holders on the original issue date, the full ratchet price-based anti-dilution protection in the event of a down-round financing at a price per share below the conversion price of the Series A Stock is no longer in effect for the remaining shares. See Note D above for additional discussion.

B. SUMMARY OF CRITICAL ACCOUN_2

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
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. and Life Newco, 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 $11,876,765 and $849,851 uninsured by the FDIC as of December 31, 2018 and 2017, 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 $13,320,240 and $8,062,893 and working capital of $11,754,571 and $7,054,053 as of December 31, 2018 and 2017, respectively. Cash resources, including the fair value of the Company’s available for sale marketable securities as of December 31, 2018 were approximately $12.9 million, compared to approximately $9.5 million as of December 31, 2017. The Company expects to continue to incur expenses related to development of levosimendan for pulmonary hypertension and other potential indications, as well as identifying and developing other potential product candidates. Based on its resources at December 31, 2018, the Company believes that it has sufficient capital to fund its planned operations through the first quarter of calendar year 2020. 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 assure 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. 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 over the following estimated useful lives: Laboratory equipment 3 – 5 years Office equipment 5 years Office furniture and fixtures 7 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or remaining lease term 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 and a substantial portion of our preclinical studies; (ii) the cost of manufacturing and 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) facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and equipment, depreciation of leasehold improvements, 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 Accounting Standards Codification, or 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 its 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.
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, 2018 2017 Warrants to purchase common stock 10,690,718 120,773 Convertible preferred shares outstanding 2,854,593 - Options to purchase common stock 241,735 188,744 Restricted stock grants 19,914 -
Operating Leases	The Company maintains operating leases for its office and laboratory facilities. The lease agreements may include rent escalation clauses and tenant improvement allowances. The Company recognizes scheduled rent increases on a straight-line basis over the lease term beginning with the date the Company takes possession of the leased space. Differences between rental expense and actual rental payments are recorded as deferred rent liabilities and are included in “Other liabilities” on the consolidated balance sheets.
Recent Accounting Pronouncements	In July 2017, the FASB, issued an accounting standard that changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The standard will be effective on January 1, 2019. Early adoption is permitted, including adoption in an interim period. As of January 1, 2018, the Company early adopted this accounting standard, which revised the guidance for its outstanding instruments with down round provisions. As such the Company treats outstanding warrants as free-standing equity linked instruments that will be recorded to equity in the Consolidated Balance Sheet. Early adoption of this accounting standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. See below for further discussion. In August 2016, the FASB issued an accounting standard that clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows where diversity in practice exists. The standard is effective in the Company’s first quarter of fiscal 2018. The adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued an accounting standard 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 will require 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, 2020, with early adoption permitted, but not earlier than annual reporting periods beginning January 1, 2019. 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 adoption of this standard will have a material impact on its consolidated financial statements and related disclosures. In May 2014, the FASB issued an accounting standard that supersedes nearly all existing revenue recognition guidance under GAAP. The standard is principles-based and provides a five-step model to determine when and how revenue is recognized. The core principle of the standard is that revenue should be recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued a standard to clarify the implementation guidance on principal versus agent considerations, and in April 2016, the FASB issued a standard to clarify the implementation guidance on identifying performance obligations and licensing. The standard also requires disclosure of qualitative and quantitative information surrounding the amount, nature, timing and uncertainty of revenues and cash flows arising from contracts with customers. In July 2015, the FASB agreed to defer the effective date of the standard from annual periods beginning after December 15, 2016, to annual periods beginning after December 15, 2017. Early application prior to the original effective date was not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company adopted this standard on January 1, 2018 and the adoption of this standard did not have a material impact on its consolidated financial statements and related disclosures. In February 2016, the FASB issued an accounting standard intended to improve financial reporting regarding leasing transactions. The standard will require the Company to recognize on the balance sheet the assets and liabilities for the rights and obligations created by all leased assets. The standard will also require it to provide enhanced disclosures designed to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from all leases, operating and capital, with lease terms greater than 12 months. The standard is effective for financial statements beginning after December 15, 2018, and interim periods within those annual periods. The Company will adopt and implement this standard on January 1, 2019, using the required modified-retrospective approach as of the effective date. The Company will elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows its to carryforward the historical lease classification. The Company will make an accounting policy election to account for leases with an initial term of 12 months or less similar to existing guidance for operating leases today. 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. The Company is substantially complete with its implementation to the new leasing standard and believes that the transition will not have a material impact on its consolidated balance sheet. As disclosed in Note E – Commitments and Contingencies, the Company has approximately $300,000 in future minimum lease commitments as of the year ended December 31, 2018. Upon adoption, the Company’s lease liability will generally be based on the present value of such payments and the related right-of-use asset will generally be based on the lease liability. The Company estimates that adoption of the standard will result in the recognition of right-of-use lease assets and related liabilities of approximately $275,000. The Company does not believe that adoption of the standard will materially affect consolidated net loss.
Fair Value	The Company determines the fair value of its financial assets and liabilities in accordance with the FASB ASC 820 Fair Value Measurements. The Company’s balance sheet includes the following financial instruments: cash and cash equivalents, investments in marketable securities and warrant liabilities. 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 (expense) in the Consolidated Statements of Operations and Comprehensive Loss and are determined using the specific identification method with transactions recorded on a settlement date basis. The Company recognized a loss of $10,439 and a gain of $422 for the years ended December 31, 2018 and 2017, respectively. 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. At December 31, 2018, the Company believes that the costs of its investments are recoverable in all material respects. The following tables summarize the fair value of the Company’s investments by type. The estimated fair value of the Company’s fixed income investments is classified as Level 2 in the fair value hierarchy as defined in GAAP. These fair values are obtained from independent pricing services which utilize Level 2 inputs: December 31, 2018 Amortized Cost Accrued Interest Gross Unrealized Gains Gross Unrealized losses Estimated Fair Value Obligations of U.S. Government and its agencies $ 118,719 $ 379 $ 333 $ - $ 119,431 Corporate debt securities 373,201 1,818 293 (110 ) 375,202 Total investments $ 491,920 $ 2,197 $ 626 $ (110 ) $ 494,633 The following table summarizes the scheduled maturity for the Company’s investments at December 31, 2018 and 2017, respectively: December 31, 2018 December 31, 2017 Maturing in one year or less $ 494,633 $ 6,122,400 Maturing after one year through three years - 1,809,428 Total investments $ 494,633 $ 7,931,828
Warrant liability	On July 23, 2013, the Company issued common stock warrants in connection with the issuance of Series C 8% Preferred Stock (the “Series C Warrants”). As part of the offering, the Company issued 137,668 Series C Warrants at an exercise price of $52.00 per share and contractual term of six years. On November 11, 2013, the Company satisfied certain contractual obligations pursuant to the Series C offering which caused certain “down-round” price protection clauses in the outstanding warrants to become effective on that date. In accordance with ASC 815-40-35-9, the Company reclassified these warrants as a current liability and recorded a warrant liability of $1,380,883, which represents the fair market value of the warrants at that date. The initial fair value recorded as warrants within stockholders’ equity of $233,036 was reversed and the subsequent changes in fair value are recorded as a component of other expense. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Series C Warrants are measured using the Monte Carlo valuation model which is based, in part, upon inputs for which there is little or no observable market data, requiring the Company to develop its own assumptions. The assumptions used in calculating the estimated fair value of the Series C Warrants represent the Company’s best estimates; however, these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and different assumptions are used, the warrant liabilities and the change in estimated fair value of the Series C Warrants could be materially different. Inherent in the Monte Carlo valuation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the Series C Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Series C Warrants. The expected life of the Series C Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The Monte Carlo model is used for the Series C Warrants to appropriately value the potential future exercise price adjustments triggered by the anti-dilution provisions. This requires Level 3 inputs which are based on the Company’s estimates of the probability and timing of potential future financings and fundamental transactions. The Company recorded a gain of $192,419 for the change in fair value as a component of other expense on the consolidated statement of comprehensive loss for the year ended December 31, 2017. The other assumptions used by the Company are summarized in the following table for the Series C Warrants that were outstanding as of December 31, 2017: Series C Warrants December 31, 2017 Closing stock price $ 9.80 Expected dividend rate 0 % Expected stock price volatility 81.26 % Risk-free interest rate 1.83 % Expected life (years) 1.56 As of January 1, 2018, the Company early adopted ASU 2017-11, which revised the guidance for instruments with down round provisions. As such the Company treats outstanding warrants as free-standing equity linked instruments that will be recorded to equity in the Consolidated Balance Sheet. In accordance with the guidance presented in the ASU, the fair value of the derivative liability balance as of December 31, 2017 of $33,673 was reclassified by means of a cumulative-effect adjustment to equity as of January 1, 2018. The table below illustrates the impact of the adoption of ASU 2017-11 on equity: Preferred stock Common stock Additional paid in capital Accumulated other comprensive loss / gain Accumulated deficit Totoal stockholder's deficit Balance - December 31, 2017 $ - $ 141 $ 222,397,198 $ (16,193 ) $ (213,499,285 ) $ 8,881,861 Balance - December 31, 2018 before effect of ASU 2017-11 285 379 239,380,012 516 (227,643,334 ) 11,737,858 Effect of ASU 2017-11 - - 192,082 - (158,409 ) 33,673 Balance - December 31, 2018 $ 285 $ 379 $ 239,572,094 $ 516 $ (227,801,743 ) $ 11,771,531 As of December 31, 2018, 12,035 Series C Warrants were outstanding. The following tables summarize information regarding assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and December 31, 2017: Fair Value Measurements at Reporting Date Using Balance as of December 31, 2018 Quoted prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Current Assets Cash and cash equivalents $ 12,367,321 $ 12,367,321 $ - $ - Marketable securities $ 494,633 $ - $ 494,633 $ - Fair Value Measurements at Reporting Date Using Balance as of December 31, 2017 Quoted prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Current Assets Cash and cash equivalents $ 1,604,810 $ 1,604,810 $ - $ - Marketable securities $ 6,122,400 $ - $ 6,122,400 $ - Long-term Assets Marketable securities $ 1,809,428 $ - $ 1,809,428 $ - Current Liabilities Warrant liabilities $ 33,673 $ - $ - $ 33,673 There were no significant transfers between levels during the year ended December 31, 2018.

B. SUMMARY OF CRITICAL ACCOUN_3

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Property and equipment estimated useful life	Laboratory equipment 3 – 5 years Office equipment 5 years Office furniture and fixtures 7 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or remaining lease term
Anti-dilutive securities	Year ended December 31, 2018 2017 Warrants to purchase common stock 10,690,718 120,773 Convertible preferred shares outstanding 2,854,593 - Options to purchase common stock 241,735 188,744 Restricted stock grants 19,914 -
Fair values of investments by type	December 31, 2018 Amortized Cost Accrued Interest Gross Unrealized Gains Gross Unrealized losses Estimated Fair Value Obligations of U.S. Government and its agencies $ 118,719 $ 379 $ 333 $ - $ 119,431 Corporate debt securities 373,201 1,818 293 (110 ) 375,202 Total investments $ 491,920 $ 2,197 $ 626 $ (110 ) $ 494,633
Scheduled of investments maturity	December 31, 2018 December 31, 2017 Maturing in one year or less $ 494,633 $ 6,122,400 Maturing after one year through three years - 1,809,428 Total investments $ 494,633 $ 7,931,828
Significant unobservable inputs	Series C Warrants December 31, 2017 Closing stock price $ 9.80 Expected dividend rate 0 % Expected stock price volatility 81.26 % Risk-free interest rate 1.83 % Expected life (years) 1.56
Impact of new accounting standard	Preferred stock Common stock Additional paid in capital Accumulated other comprensive loss / gain Accumulated deficit Totoal stockholder's deficit Balance - December 31, 2017 $ - $ 141 $ 222,397,198 $ (16,193 ) $ (213,499,285 ) $ 8,881,861 Balance - December 31, 2018 before effect of ASU 2017-11 285 379 239,380,012 516 (227,643,334 ) 11,737,858 Effect of ASU 2017-11 - - 192,082 - (158,409 ) 33,673 Balance - December 31, 2018 $ 285 $ 379 $ 239,572,094 $ 516 $ (227,801,743 ) $ 11,771,531
Fair value measurements	Fair Value Measurements at Reporting Date Using Balance as of December 31, 2018 Quoted prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Current Assets Cash and cash equivalents $ 12,367,321 $ 12,367,321 $ - $ - Marketable securities $ 494,633 $ - $ 494,633 $ - Fair Value Measurements at Reporting Date Using Balance as of December 31, 2017 Quoted prices in Active Markets for Identical Securities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Current Assets Cash and cash equivalents $ 1,604,810 $ 1,604,810 $ - $ - Marketable securities $ 6,122,400 $ - $ 6,122,400 $ - Long-term Assets Marketable securities $ 1,809,428 $ - $ 1,809,428 $ - Current Liabilities Warrant liabilities $ 33,673 $ - $ - $ 33,673

C. BALANCE SHEET COMPONENTS (Ta

C. BALANCE SHEET COMPONENTS (Tables)	12 Months Ended
	Dec. 31, 2018
C. Balance Sheet Components
Property, plant and equipment	December 31, 2018 December 31, 2017 Laboratory equipment $ 354,861 $ 354,861 Computer equipment and software 96,593 88,998 Office furniture and fixtures 130,192 130,192 581,646 574,051 Less: Accumulated depreciation (573,121 ) (564,106 ) $ 8,525 $ 9,945
Accrued liabilities	December 31, 2018 December 31, 2017 Operating costs $ 244,456 $ 39,252 Employee related 571,399 324,054 $ 815,855 $ 363,306

D. STOCKHOLDERS' EQUITY (Tables

D. STOCKHOLDERS' EQUITY (Tables)	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
Warrant activity	Warrants Weighted Average Exercise Price Outstanding at December 31, 2016 120,794 $ 52.71 Issued - - Exercised - - Forfeited (21 ) 2,460.00 Outstanding at December 31, 2017 120,773 $ 52.29 Issued 10,569,945 1.94 Exercised - - Forfeited - - Outstanding at December 31, 2018 10,690,718 $ 2.45
Outstanding stock options	Options Outstanding at December 31, 2018 Options Exercisable and Vested at December 31, 2018 Exercise Price Number of Options Weighted Average Remaining Contractual Life (Years) Number of Options Weighted Average Exercise Price $6.10 to $11.20 66,000 9.2 5,500 $ 10.87 $41.40 to $96.40 40,251 5.3 30,503 $ 60.94 $113.00 to $860.00 135,413 1.3 68,423 $ 114.68 $1,012.00 to $2,580.00 71 1.1 71 $ 1,798.59 241,735 4.4 104,497 $ 94.67
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 104,497 $ 94.67 $ - 3.3 Vested and expected to vest 226,640 $ 76.56 $ - 4.4 (1) Amount represents the difference between the exercise price and $1.21, the closing price of Tenax Therapeutics’ stock on December 31, 2018, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.
Shares available for grant under the Plan	Shares Available for Grant Balances, at December 31, 2017 150,000 Options granted (50,000 ) Balances, at December 31, 2018 100,000
Options activity	Outstanding Options Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balances at December 31, 2017 - $ - Options granted 50,000 $ 6.10 Options cancelled - $ - Balances at December 31, 2018 50,000 $ 6.10 $ - (1) (1) Amount represents the difference between the exercise price and $1.21, the closing price of Tenax Therapeutics’ stock on December 31, 2018, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.
Fair value assumptions	The Company used the following assumptions to estimate the fair value of options granted under the 2016 Plan for the years ended December 31, 2018 and 2017: For the year ended December 31, 2018 2017 Risk-free interest rate (weighted average) 2.85% 0.00% Expected volatility (weighted average) 102.37% 0.00% Expected term (in years) 7 0 Expected dividend yield 0.00% 0.00% The Company used the following assumptions to estimate the fair value of options granted under the 1999 Plan for the years ended December 31, 2018 and 2017: For the year ended December 31, 2018 2017 Risk-free interest rate (weighted average) 2.91% 2.19% Expected volatility (weighted average) 102.63% 99.59% Expected term (in years) 7 7 Expected dividend yield 0.00% 0.00%
Stock options	Outstanding Options Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balances at December 31, 2016 236,706 $ 99.74 Options granted 13,000 $ 11.06 Options cancelled (60,962 ) $ 94.75 Balances at December 31, 2017 188,744 $ 95.24 Options granted 3,000 $ 6.23 Options cancelled (9 ) $ 2,760.00 Balances at December 31, 2018 191,735 $ 93.72 $ - (1) (1) Amount represents the difference between the exercise price and $1.21, the closing price of Tenax Therapeutics’ stock on December 31, 2018, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.
Restricted stock grants	Outstanding Restricted Stock Grants Number of Shares Weighted Average Grant Date Fair Value Balances, at December 31, 2016 12 $ 54.40 Restricted stock granted 10,691 $ 13.60 Restricted stock vested (5,838 ) $ 13.60 Restricted stock cancelled (4,865 ) $ 13.60 Balances, at December 31, 2017 - $ - Restricted stock granted 85,900 $ 5.82 Restricted stock vested (37,420 ) $ 5.69 Restricted stock cancelled (28,566 ) $ 5.66 Balances, at December 31, 2018 19,914 $ 6.29

E. COMMITMENTS AND CONTINGENC_2

E. COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Future lease payments	Year ending December 31, 2019 118,117 2020 121,084 2021 61,803 $ 301,004

G. INCOME TAXES (Tables)

G. INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Reconciliation of income tax expenses (benefit)	December 31, 2018 2017 U.S. federal tax benefit at statutory rate $ (2,970,250 ) $ (3,005,491 ) State income tax benefit, net of federal benefit (246,376 ) (346,057 ) Stock compensation 68,249 169,312 Interest 1,677,118 - Other nondeductible, including goodwill impairment 1,257 (71,044 ) Change in state tax rate 45,864 (426,159 ) Change in the federal tax rate - 17,474,188 Federal and state net operating loss adjustments 451,652 774,875 Other, including effect of tax rate brackets (31,810 ) (265,181 ) Change in valuation allowance 1,014,296 (14,304,443 ) $ - $ -
Deferred tax assets	December 31, Deferred Tax Assets 2018 2017 Net operating loss carryforwards $ 33,283,250 $ 32,239,768 Accruals and other 509,069 567,090 Capital loss carryforwards 16,708 16,466 Valuation allowance (33,796,295 ) (32,781,999 ) Net deferred tax assets 12,732 41,325 Deferred Tax Liabilities Other liabilities (12,732 ) (41,325 ) Net Deferred Tax Liabilities $ - $ -

A. DESCRIPTION OF BUSINESS (Det

A. DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (227,801,743)	$ (213,499,285)
Net cash used in operating activities	$ (5,499,461)	$ (12,140,517)

B. SUMMARY OF CRITICAL ACCOUN_4

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2018
Laboratory equipment | Minimum
Estimated useful life	3 years
Laboratory equipment | Maximum
Estimated useful life	5 years
Office equipment
Estimated useful life	5 years
Office furniture and fixtures
Estimated useful life	7 years
Computer equipment and software
Estimated useful life	3 years

B. SUMMARY OF CRITICAL ACCOUN_5

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 1) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Warrants
Anti-dilutive securities	10,690,718	120,773
Convertible preferred shares
Anti-dilutive securities	2,854,593	0
Options
Anti-dilutive securities	241,735	188,744
Restricted stock
Anti-dilutive securities	19,914	0

B. SUMMARY OF CRITICAL ACCOUN_6

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 2)	12 Months Ended
	Dec. 31, 2018USD ($)
Amortized cost	$ 491,920
Accrued interest	2,197
Gross unrealized gains	626
Gross unrealized losses	(110)
Estimated fair value	494,633
Corporate debt securities
Amortized cost	118,719
Accrued interest	379
Gross unrealized gains	333
Gross unrealized losses	0
Estimated fair value	119,431
Obligations of U.S. Government and its agencies
Amortized cost	373,201
Accrued interest	1,818
Gross unrealized gains	293
Gross unrealized losses	(110)
Estimated fair value	$ 375,202

B. SUMMARY OF CRITICAL ACCOUN_7

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 3) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Maturing in one year or less	$ 494,633	$ 6,122,400
Maturing after one year through three years	0	1,809,428
Total investments	$ 494,633	$ 7,931,828

B. SUMMARY OF CRITICAL ACCOUN_8

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 4)	12 Months Ended
	Dec. 31, 2017$ / shares
Accounting Policies [Abstract]
Closing stock price	$ 9.80
Expected dividend rate	0.00%
Expected stock price volatility	81.26%
Risk-free interest rate	1.83%
Expected life (years)	1 year 6 months 22 days

B. SUMMARY OF CRITICAL ACCOUN_9

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 5)	12 Months Ended
	Dec. 31, 2018USD ($)
Beginning Balance, Amount	$ 8,881,861
Beginning balance before effect of ASU 2017-11	11,737,858
Effect of ASU 2017-11	33,673
Ending Balance, Amount	11,771,531
Preferred Stock
Beginning Balance, Amount	0
Beginning balance before effect of ASU 2017-11	285
Ending Balance, Amount	285
Common Stock
Beginning Balance, Amount	141
Beginning balance before effect of ASU 2017-11	379
Ending Balance, Amount	379
Additional Paid-In Capital
Beginning Balance, Amount	222,397,198
Beginning balance before effect of ASU 2017-11	239,380,112
Effect of ASU 2017-11	192,082
Ending Balance, Amount	239,572,094
Accumulated other comprehensive gain (loss)
Beginning Balance, Amount	(16,193)
Beginning balance before effect of ASU 2017-11	516
Ending Balance, Amount	516
Accumulated deficit
Beginning Balance, Amount	(213,499,285)
Beginning balance before effect of ASU 2017-11	(227,643,334)
Effect of ASU 2017-11	(158,409)
Ending Balance, Amount	$ (227,801,743)

B. SUMMARY OF CRITICAL ACCOU_10

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details 6) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 12,367,321	$ 1,604,810
Marketable securities	494,633	6,122,400
Long-term Assets
Marketable securities		1,809,428
Current Liabilities
Warrant liabilities		33,673
Level 1
Current Assets
Cash and cash equivalents	12,367,321	1,604,810
Marketable securities	0	0
Long-term Assets
Marketable securities		0
Current Liabilities
Warrant liabilities		0
Level 2
Current Assets
Cash and cash equivalents	0	0
Marketable securities	494,633	6,122,400
Long-term Assets
Marketable securities		1,809,428
Current Liabilities
Warrant liabilities		0
Level 3
Current Assets
Cash and cash equivalents	0	0
Marketable securities	$ 0	0
Long-term Assets
Marketable securities		0
Current Liabilities
Warrant liabilities		$ 33,673

B. SUMMARY OF CRITICAL ACCOU_11

B. SUMMARY OF CRITICAL ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Uninsured FDIC	$ 11,876,765	$ 849,851
Current assets	13,320,240	8,062,893
Working capital	11,754,571	7,054,053
Cash		9,500,000
(Loss) gain in marketable securities recognized	$ (10,439)	422
Change in fair value gain (loss)		192,419
Fair value of the warrant liability		$ 33,673

C. BALANCE SHEET COMPONENTS (De

C. BALANCE SHEET COMPONENTS (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
C. Balance Sheet Components
Laboratory equipment	$ 354,861	$ 354,861
Computer equipment and software	96,593	88,998
Office furniture and fixtures	130,192	130,192
Property, plant and equipment, gross	581,646	574,051
Less: accumulated depreciation	(573,121)	(564,106)
Property, plant and equipment, net	$ 8,525	$ 9,945

C. BALANCE SHEET COMPONENTS (_2

C. BALANCE SHEET COMPONENTS (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
C. Balance Sheet Components
Operating costs	$ 244,456	$ 39,252
Employee related	571,399	324,054
Total	$ 815,855	$ 363,306

C. BALANCE SHEET COMPONENTS (_3

C. BALANCE SHEET COMPONENTS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
C. Balance Sheet Components
Depreciation and amortization expense	$ 9,015	$ 13,621

D. STOCKHOLDERS' EQUITY (Detail

D. STOCKHOLDERS' EQUITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Number of Warrants Outstanding, Beginning	120,773	120,794
Number of Warrants Issued	10,569,945	0
Number of Warrants Exercised	0	0
Number of Warrants Forfeited	0	(21)
Number of Warrants Outstanding, Ending	10,690,718	120,773
Weighted Average Exercise Price Outstanding, Beginning	$ 52.29	$ 52.71
Weighted Average Exercise Price Issued	1.94	.00
Weighted Average Exercise Price Exercised	.00	.00
Weighted Average Exercise Price Forfeited	.00	2,460
Weighted Average Exercise Price Outstanding, Ending	$ 2.45	$ 52.29

D. STOCKHOLDERS' EQUITY (Deta_2

D. STOCKHOLDERS' EQUITY (Details 1)	12 Months Ended
	Dec. 31, 2018$ / sharesshares
Number of Options Outstanding, Ending	241,735
Weighted Average Remaining Contractual Life (Years)	4 years 4 months 24 days
Number of Options Exercisable and Vested	104,497
Options Exercisable and Vested Weighted Average Exercise Price | $ / shares	$ 94.67
Exercise Price $6.10 to $11.20
Number of Options Outstanding, Ending	66,000
Weighted Average Remaining Contractual Life (Years)	9 years 2 months 12 days
Number of Options Exercisable and Vested	5,500
Options Exercisable and Vested Weighted Average Exercise Price | $ / shares	$ 10.87
Exercise Price $41.40 to $96.40
Number of Options Outstanding, Ending	40,251
Weighted Average Remaining Contractual Life (Years)	5 years 3 months 18 days
Number of Options Exercisable and Vested	30,503
Options Exercisable and Vested Weighted Average Exercise Price | $ / shares	$ 60.94
Exercise Price $113.00 to $860.00
Number of Options Outstanding, Ending	135,413
Weighted Average Remaining Contractual Life (Years)	1 year 3 months 18 days
Number of Options Exercisable and Vested	68,423
Options Exercisable and Vested Weighted Average Exercise Price | $ / shares	$ 114.68
Exercise Price $1,012.00 to $2,580.00
Number of Options Outstanding, Ending	71
Weighted Average Remaining Contractual Life (Years)	1 year 1 month 6 days
Number of Options Exercisable and Vested	71
Options Exercisable and Vested Weighted Average Exercise Price | $ / shares	$ 1,798.59

D. STOCKHOLDERS' EQUITY (Deta_3

D. STOCKHOLDERS' EQUITY (Details 2)	12 Months Ended
	Dec. 31, 2018USD ($)$ / sharesshares
Equity [Abstract]
Number of Option Shares Vested | shares	104,497
Weighted Average Exercise Price Vested | $ / shares	$ 94.67
Aggregate Intrinsic Value Vested | $		[1]
Weighted Average Remaining Contractual Life (Years) Vested	3 years 3 months 18 days
Number of Option Shares Vested and expected to vest | shares	226,640
Weighted Average Exercise Price Vested and expected to vest | $ / shares	$ 76.56
Aggregate Intrinsic Value Vested and expected to vest | $		[1]
Weighted Average Remaining Contractual Life (Years) Vested and expected to vest	4 years 4 months 24 days
[1]	Amount represents the difference between the exercise price and $1.21, the closing price of Tenax Therapeutics' stock on December 31, 2018, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.

D. STOCKHOLDERS' EQUITY (Deta_4

D. STOCKHOLDERS' EQUITY (Details 3)	12 Months Ended
	Dec. 31, 2018shares
Equity [Abstract]
Beginning balance	150,000
Options granted	(50,000)
Ending balance	100,000

D. STOCKHOLDERS' EQUITY (Deta_5

D. STOCKHOLDERS' EQUITY (Details 4) - USD ($)		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Number of Options Outstanding, Ending		241,735
2016 Plan
Number of Options Outstanding, Beginning		0
Number of Options Granted		50,000
Number of Options Cancelled		0
Number of Options Outstanding, Ending		50,000	0
Weighted Average Exercise Price Outstanding, Beginning		$ .00
Weighted Average Exercise Price Granted		6.10
Weighted Average Exercise Price Canceled		.00
Weighted Average Exercise Price Outstanding, Ending		$ 6.10	$ .00
Aggregate Intrinsic Value	[1]
1999 Plan
Number of Options Outstanding, Beginning		188,744	236,706
Number of Options Granted		3,000	13,000
Number of Options Cancelled		(9)	(60,962)
Number of Options Outstanding, Ending		191,735	188,744
Weighted Average Exercise Price Outstanding, Beginning		$ 95.24	$ 99.74
Weighted Average Exercise Price Granted		6.23	11.06
Weighted Average Exercise Price Canceled		2,760	94.75
Weighted Average Exercise Price Outstanding, Ending		$ 93.72	$ 95.24
Aggregate Intrinsic Value	[1]
[1]	Amount represents the difference between the exercise price and $1.21, the closing price of Tenax Therapeutics' stock on December 31, 2018, as reported on the Nasdaq Capital Market, for all in-the-money options outstanding.

D. STOCKHOLDERS' EQUITY (Deta_6

D. STOCKHOLDERS' EQUITY (Details 5)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Risk-free interest rate (weighted average)		1.83%
Expected volatility (weighted average)		81.26%
Expected term (in years)		1 year 6 months 22 days
Expected dividend yield		0.00%
2016 Plan
Risk-free interest rate (weighted average)	2.85%	0.00%
Expected volatility (weighted average)	102.37%	0.00%
Expected term (in years)	7 years	0 years
Expected dividend yield	0.00%	0.00%
1999 Plan
Risk-free interest rate (weighted average)	2.91%	2.19%
Expected volatility (weighted average)	102.63%	99.59%
Expected term (in years)	7 years	7 years
Expected dividend yield	0.00%	0.00%

D. STOCKHOLDERS' EQUITY (Deta_7

D. STOCKHOLDERS' EQUITY (Details 6) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Number of Restricted Stock Grants, Beginning	0	12
Granted	85,900	10,691
Vested	(37,420)	(5,838)
Cancelled	(28,566)	(4,865)
Number of Restricted Stock Grants Ending	19,914	0
Weighted Average Grant Date Fair Value, Beginning	$ 0	$ 54.40
Weighted Average Grant Date Fair Value, Granted	5.82	13.60
Weighted Average Grant Date Fair Value, Vested	5.69	13.60
Weighted Average Grant Date Fair Value, Cancelled	5.66	13.60
Weighted Average Grant Date Fair Value, Ending	$ 6.29	$ 0

D. STOCKHOLDERS' EQUITY (Deta_8

D. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Common stock, par value	$ .0001	$ .0001
Common stock, authorized	400,000,000	400,000,000
Common stock, issued	3,792,249	1,411,840
Common stock, outstanding	3,792,249	1,411,840
2016 Plan
Unrecognized compensation costs	$ 156,000
1999 Plan
Unrecognized compensation costs	$ 145,000
Series A Preferred Stock
Preferred stock outstanding	2,854,593	0

E. COMMITMENTS AND CONTINGENC_3

E. COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 118,117
2020	121,084
2021	61,803
Total	$ 301,004

E. COMMITMENTS AND CONTINGENC_4

E. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Total rent expense	$ 115,220	$ 112,431

F. 401(k) BENEFIT PLAN (Details

F. 401(k) BENEFIT PLAN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Retirement Benefits [Abstract]
Matching contributions expense for retirement savings plan	$ 63,647	$ 74,990

G. INCOME TAXES (Details)

G. INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
U.S. federal taxes (benefit) at statutory rate	$ (2,970,250)	$ (3,005,491)
State income tax benefit, net of federal benefit	(246,376)	(346,057)
Stock compensation	68,249	169,312
Interest	1,667,118	0
Other nondeductible, including goodwill impairment	1,257	(71,044)
Change in state tax rate	45,864	(426,159)
Change in the federal tax rate	0	17,474,188
Federal and state net operating loss adjustments	451,652	774,875
Other, including expiration of NOL carryforwards	(31,810)	(265,181)
Change in valuation allowance	1,014,296	(14,304,443)
Income tax	$ 0	$ 0

G. INCOME TAXES (Details 1)

G. INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets
Net operating loss carryforwards	$ 33,283,250	$ 32,239,768
Accruals and others	509,069	567,090
Capital loss carryoforwards	16,708	16,466
Valuation allowance	(33,796,295)	(32,781,999)
Net deferred tax assets	12,732	41,325
Deferred Tax Liabilities
Other liabilities	(12,732)	(41,325)
Net deferred tax liabilities	$ 0	$ 0

G. INCOME TAXES (Details Narrat

G. INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2018USD ($)
Income Tax Disclosure [Abstract]
Operating loss carryforwards	$ 137,900,000
Operating loss carryforwards, expiration dates	Dec. 31, 2024