Attached files
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| EX-99.1 - PRESS RELEASE - TENAX THERAPEUTICS, INC. | tenx_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): February 25,
2021
Tenax Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34600
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26-2593535
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(State
or other jurisdiction of incorporation)
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(CommissionFile
Number)
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(IRS
EmployerIdentification No.)
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ONE Copley Parkway, Suite 490
Morrisville, NC 27560
(Address
of principal executive offices) (Zip Code)
919-855-2100
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.0001 par value per share
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TENX
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2).
Emerging growth
company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 25, 2021, the Board of Directors (the “Board”)
of Tenax Therapeutics, Inc. (the “Company”) appointed
Dr. June Almenoff, Dr. Michael Davidson, Dr. Declan Doogan and Dr.
Stuart Rich as members of the Board.
Dr.
Rich’s appointment to the Board was pursuant to the terms of
the Agreement and Plan of Merger (the “Merger
Agreement”), dated January 15, 2021, by and among the
Company, Life Newco II, Inc., PHPrecisoinMed Inc. and Dr. Rich, in
his capacity as holders’ representative (the
“Representative”), as previously disclosed in the
Company’s Current Report on 8-K filed with the SEC on January
19, 2021, and which is incorporated herein by reference (the
“Merger Form 8-K”).
In
addition, the Representative notified the Company that Dr. Davidson
and Dr. Doogan are the intended designees for the two additional
directors the Representative is expected to be entitled to
designate pursuant to the Merger Agreement, as previously disclosed
in the Merger Form 8-K, and because of the Company’s desire
to expand the expertise of the Board, Dr. Davidson and Dr. Doogan
are being appointed prior to the receipt of stockholder approval
for the transaction as contemplated in the Merger
Agreement.
Other
than the transactions previously disclosed in the Merger Form 8-K,
Dr. Rich, Dr. Davidson and Dr. Doogan are not currently proposed to
be a participant in any related person transaction with the Company
or any related person that would require disclosure under Item
404(a) of Regulation S-K.
There
are no arrangements or understandings between Dr. Almenoff and any
other persons pursuant to which Dr. Almenoff was selected as a
member of the Board, and there are no transactions between Dr.
Almenoff and the Company that would require disclosure under Item
404(a) of Regulation S-K.
Dr.
Davidson, Dr. Doogan, and Dr. Almenoff will each receive
compensation for their service as a member of the Board in
accordance with the policies established for director compensation
by the Company’s Corporate Governance and Nominating
Committee
A copy
of the press release announcing the appointment of Dr. Rich, Dr.
Davidson, Dr. Doogan and Dr. Almenoff is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibit
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Exhibit No.
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Description
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Press
Release dated March 2, 2021
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: March 2,
2021
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Tenax Therapeutics, Inc.
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By: /s/ Michael B. Jebsen
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Michael
B. Jebsen
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President
and Chief Financial Officer
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