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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 25, 2024
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 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
101 Glen Lennox Drive, Suite 300
Chapel Hill, North Carolina 27517
(Address of principal executive offices) (Zip Code)
919-855-2100
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On October 25, 2024, Tenax Therapeutics, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, stockholders of the Company approved Amendment No. 2 to the Company’s 2022 Stock Incentive Plan (the “Stock Plan Amendment”) increasing the number of shares of the Company’s common stock authorized for issuance under the 2022 Stock Incentive Plan to a total of 8,336,600 shares, representing an increase of 7,935,912 shares. The Company’s Board of Directors (the “Board”) approved the Stock Plan Amendment on September 6, 2024, subject to stockholder approval.
You can find a summary of the principal features of the Stock Plan Amendment in the definitive proxy statement for the Special Meeting, filed with the Securities and Exchange Commission on September 27, 2024 (the “Proxy Statement”), under the heading “Proposal One – Approval of Amendment No. 2 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan”. The summary of the Stock Plan Amendment contained in the Proxy Statement is qualified in its entirety by the full text of the Stock Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following proposals were voted upon at the Special Meeting and the final voting results with respect to each such proposal are set forth below.
The stockholders approved the Stock Plan Amendment, as described in Item 5.02(e) above. The vote for this proposal was 1,176,335 shares for, 157,003 shares against, 3,849 shares abstaining, and no broker non-votes.
The stockholders also voted to approve the adjournment of the Special Meeting, if necessary, to permit further solicitation and vote of proxies, if there are not sufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the Stock Plan Amendment (the “Adjournment Proposal”). The vote for the Adjournment Proposal was 1,194,879 shares for, 139,002 shares against, 3,306 shares abstaining, and no broker non-votes.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits |
Exhibit No. |
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Description |
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Amendment No. 2 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
Date: October 30, 2024 |
Tenax Therapeutics, Inc. |
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By: |
/s/ Christopher T. Giordano |
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Christopher T. Giordano |
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President and Chief Executive Officer |
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EXHIBIT 10.1
AMENDMENT NO. 2 TO THE
TENAX THERAPEUTICS, INC. 2022 STOCK INCENTIVE PLAN
WHEREAS, Tenax Therapeutics, Inc. (the “Company”) maintains the 2022 Stock Incentive Plan, as amended (the “Plan”);
WHEREAS, pursuant and subject to Section 16(a) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan, subject to the approval of the Company’s stockholders; and
WHEREAS, the Board deems it to be in the best interests of the Company to amend, and to submit for stockholder approval at a special meeting of stockholders of the Company, the amendment of the Plan as set forth below.
NOW, THEREFORE, in accordance with the provisions of Section 16(a) of the Plan and conditioned upon the receipt of stockholder approval as described therein, the Plan is hereby amended in the following respects:
| 1. | Section 3(a) of the Plan is deleted in its entirety and the following substituted in lieu thereof: |
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| “(a) Subject to adjustment as described in Section 13 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards is the sum of (i) 8,336,000 Shares, (ii) the number of Shares remaining available for grant under the Prior Plan as of the Effective Date, and (iii) the number of Shares underlying any award granted under the Prior Plan that expires, terminates, or is canceled or forfeited under the terms of the Prior Plan without such Shares having been issued. The Shares may be authorized, but unissued, or reacquired Common Stock.” |
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| 2. | Except as herein amended, the terms and provisions of the Plan shall remain in full force and effect as originally adopted and approved. |
IN WITNESS WHEREOF, the undersigned officer of the Company attests that the foregoing Amendment to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan was adopted by the Board of Directors on September 6, 2024 and approved by the Company’s stockholders on October 25, 2024.
| TENAX THERAPEUTICS, INC. |
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| By: | /s/ Christopher T. Giordano |
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| Name: Christopher T. Giordano |
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| Title: President and Chief Executive Officer |
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