Amended Current Report Filing (8-k/a)
November 08 2019 - 5:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): June 13, 2019
Tenax Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
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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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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ONE Copley Parkway, Suite 490
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Morrisville, North Carolina
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27560
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(Address
of principal executive offices)
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(Zip
Code)
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919-855-2100
(Registrant’s
telephone number, including area code)
N/A
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(Former name or former address, if changed since last
report)
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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:
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. ☐
Explanatory Note
Tenax
Therapeutics, Inc. (the “Company”) is filing this
Amendment No. 1 to Current Report on Form 8-K/A (the
“Amendment”) to amend the original Current Report on
Form 8-K (the “Original Form 8-K”) filed by the Company
with the Securities and Exchange Commission on June 14, 2019 to
report the final results for each of the matters submitted to a
vote of stockholders at its 2019 Annual Meeting of Stockholders
held on June 13, 2019 (the “Annual
Meeting”). The sole purpose of this
Amendment is to disclose, in accordance with Item 5.07(d) of
Form 8-K, the Company’s decision regarding how
frequently the Company will conduct future stockholder advisory
votes on named executive officer compensation. No changes are being
made to the Original 8-K other than to add the disclosure
set forth in this Amendment.
Item
5.07 Submission of Matters to a Vote of Security
Holders.
As
previously reported in the Original Form 8-K, the Company’s
stockholders approved, on an advisory (nonbinding) basis and in
accordance with the recommendation of the Company’s Board of
Directors, two years as the frequency with which the Company will
hold stockholder advisory votes on named executive officer
compensation. Consistent with the voting results of the
Company’s stockholders at the Annual Meeting, the
Company’s Board of Directors has determined to hold an
advisory vote on compensation of the Company’s named
executive officers every two years until the next stockholder
vote on the frequency of such advisory votes.
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.
Date: November 8, 2019
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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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