Current Report Filing (8-k)
October 15 2020 - 8:47AM
Edgar (US Regulatory)
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): October 9,
2020
Tenax Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-34600
|
|
26-2593535
|
(State
or other jurisdiction of incorporation)
|
|
(CommissionFile
Number)
|
|
(IRS
EmployerIdentification No.)
|
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:
Title
of each class
|
Trading
Symbol(s)
|
Name of
each exchange on which registered
|
Common
Stock, $0.0001 par value per share
|
TENX
|
The
Nasdaq Stock Market LLC
|
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 1.01. Entry into a Material Definitive Agreement.
On
October 9, 2020, Tenax Therapeutics, Inc. (the
“Company”) entered into an Amendment (the
“Amendment”) to the License Agreement between the
Company and Orion Corporation (“Orion”), dated as of
September 20, 2013 (the “Agreement”), to include two
new oral products containing Levosimendan, in capsule and solid
dosage form, and a subcutaneously administered product containing
Levosimendan to the scope of the Agreement, subject to specified
limitations. The Amendment also amends the tiered royalty payments
based on net sales of the Product in the Territory (each as defined
in the Agreement, as amended by the Amendment) made by the Company
and its sublicensees. Pursuant to the Amendment, the term of the
Agreement has been extended until 10 years after the launch of the
Product in the Territory, provided that the Agreement will
continue after the end of the term in each country in the Territory
until the expiration of Orion’s patent rights in the Product
in such country. In the event that no regulatory approval for the
Product has been granted in the United States on or before
September 20, 2028, however, either party will have the right to
terminate the Agreement with immediate effect.
The foregoing description of the Amendment is qualified by
reference to the full text of the Amendment, which is attached to
this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
Item
8.01 Other Items.
On
October 15, 2020, the Company issued a press release announcing
that it gained the North American rights to oral Levosimendan
through the Amendment with Orion.
Pursuant
to the General Instruction B.2 of Current Report on Form 8-K, the
information in Item 8.01 of this report, including the press
release attached as Exhibit 99.1, is furnished and shall not be
deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. Furthermore, such information
shall not be deemed incorporated by reference into the filings of
the Company under the Securities Act of 1933, as
amended.
Item 9.01. Exhibits.
(d)
Exhibits.
Exhibit No.
|
|
Description
|
|
|
|
|
|
Amendment
to License Agreement, dated as of October 9, 2020, by and between
Tenax Therapeutics, Inc. and Orion Corporation*
|
|
|
Press
Release dated October 15, 2020
|
*
Asterisks located within the exhibit denote information which has
been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K
because it is both not material and would likely cause competitive
harm to the Company if publicly disclosed.
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: October 15, 2020
|
Tenax Therapeutics, Inc.
|
|
|
|
|
|
|
|
|
By: /s/ Michael B. Jebsen
|
|
|
Michael
B. Jebsen
|
|
|
President
and Chief Financial Officer
|
|
Tenax Therapeutics (NASDAQ:TENX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tenax Therapeutics (NASDAQ:TENX)
Historical Stock Chart
From Apr 2023 to Apr 2024