UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
 
 
FORM 10-K/A
(Amendment No. 1)
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2020
 
Commission File No. 001-34600
 
 
TENAX THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
26-2593535
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
ONE Copley Parkway, Suite 490, Morrisville, NC 27560
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s Telephone Number, including area code: (919) 855-2100
 
 
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
 
Securities registered pursuant to Section 12(g) of the Act: NONE
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
 
 
Large accelerated filer
   ☐
Accelerated filer
Non-accelerated filer
   ☒
Smaller reporting company
 
 
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. ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was $9,099,973.
 
The number of shares outstanding of the registrant’s class of $0.0001 par value common stock as of April 14, 2021 was 14,969,312.
 

 
 
 
Explanatory Note
 
This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K filed on March 31, 2021 (the “Original Annual Report”) of Tenax Therapeutics, Inc. (the “Company”) is being filed solely for the purpose of correcting certain inadvertent errors in the net loss per share and weighted average number of shares items of the Consolidated Statements of Operations and Comprehensive Loss presented under the Caption “Financial Statements and Supplementary Data” on page 37 of the Original Annual Report by amending and restating only the Consolidated Statements of Operations and Comprehensive Loss appearing in Part II, Item 8. “Financial Statements Supplementary Data” in the Original Annual Report.
 
In addition, pursuant to the rules of the Securities and Exchange Commission, the Company has included as exhibits to this Amendment updated certifications from the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes Oxley Act of 2002.
 
Except as described above, no other changes have been made to the Original Annual Report. We have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Annual Report.
 
 
 
 
Year ended December 31,
 
 
 
2020
 
 
2019
 
Operating expenses
 
 
 
 
 
 
        General and administrative
 $5,307,206 
 $5,084,111 
        Research and development
  4,560,724 
  3,471,153 
    Total operating expenses
  9,867,930 
  8,555,264 
 
    
    
    Net operating loss
  9,867,930 
  8,555,264 
 
    
    
Interest expense
  1,627 
  - 
Other income, net
  (18,166)
  (160,901)
Net loss
 $9,851,391 
 $8,394,363 
 
    
    
Unrealized loss on marketable securities
  528 
  58 
Total comprehensive loss
 $9,851,919 
 $8,394,421 
 
    
    
Net loss per share, basic and diluted
 $(0.95)
 $(1.35)
Weighted average number of common shares outstanding, basic and diluted
  10,365,826 
  6,195,444 
 
 
 
 
 
PART IV
 
Item 15. Exhibits, Financial Statements and Schedules
 
The exhibit index below lists the exhibits that are filed as part of this amendment.
 
Exhibit No.
 
Exhibits Required by Item 601 of Regulation S-K
 
 
 
 
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
 
 
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
 
 
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350*
 
 
 
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350*
 
* Filed herewith.
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
TENAX THERAPEUTICS, INC.
 
 
 
 
 
Date: April 16, 2021
By:  
/s/ Michael B. Jebsen
 
 
 
Michael B. Jebsen 
 
 
 
President and Chief Financial Officer
(On behalf of the Registrant and as Principal Financial Officer) 
 
  
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Name
Title
Date
 
 
 
/s/ Anthony DiTonno
Anthony DiTonno
Chief Executive Officer and Director
(Principal Executive Officer)
April 16, 2021
 
 
 
/s/ Michael B. Jebsen
Michael B. Jebsen
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
April 16, 2021
 
 
 
/s/ Stuart Rich
Stuart Rich, MD
Chief Medical Officer and Director


April 16, 2021
/s/ Ronald R. Blanck
Ronald R. Blanck, DO
Director
April 16, 2021
 
 
 
/s/ Gregory Pepin
Gregory Pepin
Director
April 16, 2021
 
 
 
/s/ James Mitchum
James Mitchum
Director
April 16, 2021
 
 
 
/s/ Chris A. Rallis
Chris A. Rallis
Director
April 16, 2021
 
 
 
/s/ Gerald Proehl
Gerald Proehl
Director
April 16, 2021
 
 
 
/s/ June Almenoff
June Almenoff, MD
Director
April 16, 2021
 
 
 
/s/ Declan Doogan
Declan Doogan, MD
Director
April 16, 2021
 
 
 
/s/ Michael Davidson
Michael Davidson, MD
Director
April 16, 2021
 
 
 
/s/ Steven Boyd
Steven Boyd
Director
April 16, 2021
 
 
 
/s/ Keith Maher
Keith Maher, MD
Director
April 16, 2021
 
 
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