TENAX THERAPEUTICS, INC. (Form: 8-K, Received: 06/19/2015 17:01:41)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2015

Tenax Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34600		26-2593535
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS 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)

(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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 17, 2015, William Chatfield, a director of Tenax Therapeutics, Inc. (the “Company”) advised the Company that he will not stand for re-election when his term expires at the annual meeting of stockholders to be held in September 2015 and will serve as a director until that time.

Additionally, on June 18, 2015, the Company entered into an amendment to the employment agreement of each of John Kelley, the Company’s Chief Executive Officer, and Michael Jebsen, the Company’s Chief Financial Officer.

The amendment to Mr. Kelley’s employment agreement increases his base salary to $430,000 from $330,000, effective as of May 1, 2015, and also increases his target annual cash bonus to 75% of his base salary, based on 100% achievement of annual goals (with no cap on the bonus for greater than 100% achievement of goals). The amendment to Mr. Jebsen’s employment agreement increases his base salary to $325,000 from $285,000, effective as of May 1, 2015, while removing the fixed monthly automobile allowance of $800.

The amendments described above are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
Exhibit 10.1	First Amendment to Employment Agreement with John Kelley dated June 18, 2015
Exhibit 10.2	First Amendment to Second Amended and Restated Employment Agreement with Michael B. Jebsen dated June 18, 2015

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: June 19, 2015	Tenax Therapeutics, Inc.


	By: /s/ John Kelley
	John Kelley
	Chief Executive Officer

Exhibit No.	Description
Exhibit 10.1	First Amendment to Employment Agreement with John Kelley dated June 18, 2015
Exhibit 10.2	First Amendment to Second Amended and Restated Employment Agreement with Michael B. Jebsen dated June 18, 2015

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “ Amendment ”), is made as of June 18, 2015, by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “ Company ”), and John P. Kelley (the “ Executive ”).

W I T N E S S E T H:

WHEREAS , the Company and the Executive previously entered into an Executive Employment Agreement, dated as of November 13, 2013 (the “ Employment Agreement ”), pursuant to which the Executive is currently employed as the Company’s Chief Executive Officer;

WHEREAS , the Company and the Executive desire to amend the Employment Agreement by entering into this Amendment; and

WHEREAS, Section 15 of the Employment Agreement provides that the Employment Agreement may be amended only by a written agreement executed by the parties.

NOW, THEREFORE , in consideration of the foregoing, of the mutual promises herein, and of other good and valuable consideration, including the compensation to be received by the Executive from the Company from time to time, and specifically the compensation to be received by the Executive described herein, the receipt and sufficiency of which the parties acknowledge, the Company and the Executive agree as follows:

1.	Amendment of Employment Agreement .

(a)	Section 5(a) of the Employment Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

“(a) Base Salary . Beginning on May 1, 2015, the Executive shall receive an annual salary of Four Hundred Thirty Thousand and 00/100 Dollars ($430,000) (less applicable withholdings) (“ Base Salary ”) payable in accordance with the payroll policies of the Company as such policies may exist from time to time or as otherwise agreed upon by the parties. The Board shall review, on an annual basis, the Executive’s salary and may increase or decrease such salary as the Board deems appropriate; provided, however, that any decrease shall only be effective if it is a result of an across-the-board decrease affecting all senior executives as a group.”

(b)	Section 5(b) of the Employment Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

“(b) Bonuses . Each fiscal year during the Term, the Executive shall be entitled to an annual bonus the amount of which is based on percentage achievement of annual goals set by the Company, after consultation with the Executive, at the beginning of each fiscal year for such fiscal year (“ Annual Bonus ”), which achievement shall be determined as of the last day of such fiscal year. If the Executive achieves one hundred percent (100%) of the annual goals, the Annual Bonus shall be seventy-five percent (75%) of his Base Salary (“ Target Bonus ”). There is no cap on the Annual Bonus for exceeding one hundred percent (100%) of annual goals; for example, an achievement of two hundred percent (200%) of annual goals would result in an Annual Bonus equal to one hundred and fifty percent (150%) of his Base Salary. The Annual Bonus shall be paid in accordance with the Company’s regular bonus payment procedures, and, in all events, will be paid no later than sixty (60) days following the end of the fiscal year in which the Annual Bonus was earned. Except as otherwise set forth in Section 6(d)(ii)(C), in order to be eligible to receive the Annual Bonus, the Executive must be employed by the Company on the last day of the fiscal year in which the Annual Bonus was earned.”

2. Effect on Employment Agreement . Except as specifically provided herein, the Employment Agreement shall remain in full force and effect.

3. Counterparts . This Amendment may be executed in more than one counterpart, each of which shall be deemed an original, and all of which shall be deemed a single agreement.

4. Construction . This Amendment shall be construed and enforced in accordance with the laws of the State of North Carolina, without regard to the conflicts of laws principles thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have duly executed this First Amendment to Executive Employment Agreement as of the date first above written.

TENAX THERAPEUTICS, INC.			EXECUTIVE

/s/Michael B. Jebsen			/s/ John P. Kelley
Name: Michael B. Jebsen			John P. Kelley
Title: Chief Financial Officer

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “ Amendment ”), is made as of June 18, 2015, by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “ Company ”), and Michael B. Jebsen (the “ Executive ”).

W I T N E S S E T H:

WHEREAS , the Company and the Executive previously entered into a Second Amended and Restated Executive Employment Agreement, dated as of November 13, 2013 (the “ Employment Agreement ”), pursuant to which the Executive is currently employed as the Company’s Chief Financial Officer;

WHEREAS , the Company and the Executive desire to amend the Employment Agreement by entering into this Amendment; and

WHEREAS, Section 14 of the Employment Agreement provides that the Employment Agreement may be amended only by a written agreement executed by the parties.

1.	Amendment of Employment Agreement .

(a)	Section 4(a) of the Employment Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

“(a) Base Salary . Beginning May, 1, 2015, the Executive shall receive an annual salary of Three Hundred Twenty-Five Thousand and 00/100 Dollars ($325,000) (less applicable withholdings) (“ Base Salary ”) payable in accordance with the payroll policies of the Company as such policies may exist from time to time or as otherwise agreed upon by the parties. The Board shall review, on an annual basis, the Executive’s salary and may increase or decrease such salary as the Board deems appropriate; provided, however, that any decrease shall only be effective if it is a result of an across-the-board decrease affecting all senior executives as a group.”

(b)	Section 4(d) of the Employment Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

“(d) [Reserved]”

2. Effect on Employment Agreement . Except as specifically provided herein, the Employment Agreement shall remain in full force and effect.

3. Counterparts . This Amendment may be executed in more than one counterpart, each of which shall be deemed an original, and all of which shall be deemed a single agreement.

4. Construction . This Amendment shall be construed and enforced in accordance with the laws of the State of North Carolina, without regard to the conflicts of laws principles thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have duly executed this First Amendment to Second Amended and Restated Executive Employment Agreement as of the date first above written.

TENAX THERAPEUTICS, INC.			EXECUTIVE

/s/ John P. Kelley			/s/ Michael B. Jebsen
Name: John P. Kelley			Michael B. Jebsen
Title: Chief Executive Officer