UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): April 24,
2020
Tenax
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
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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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(CommissionFile
Number)
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(IRS
EmployerIdentification No.)
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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:
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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.
☐
Item
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
April 24, 2020, Tenax Therapeutics, Inc. (the
“Company”) received a notification letter from
Nasdaq’s Listing Qualifications Department indicating that
the Company is not in compliance with Nasdaq Listing Rule
5550(a)(2) because the minimum bid price of its common stock on the
Nasdaq Capital Market has closed below $1.00 per share for 30
consecutive business days. The notification letter has no immediate
effect on the Nasdaq listing or trading in the Company’s
common stock.
Due
to the market disruption caused by the ongoing COVID-19 pandemic,
Nasdaq has tolled the requirement for meeting the minimum bid price
until June 30, 2020. As such, the Company has 180 days from July 1,
2020, or until December 28, 2020, to achieve compliance with the
minimum bid price requirement. To regain compliance, the
closing bid price of the Company’s common stock must meet or
exceed $1.00 per share for at least ten consecutive business days
before December 28, 2020.
On
December 28, 2020, if the Company’s market value of publicly
held shares is at least $1 million, the Company meets the other
initial listing criteria for The Nasdaq Capital Market (except for
the minimum bid price requirement), and the Company notifies Nasdaq
of its intention to cure the deficiency, the Company may be
provided with an additional 180 calendar day compliance period to
regain compliance. If the Company is not eligible for an additional
compliance period at that time, Nasdaq will provide the Company
with written notification that its common stock will be subject to
delisting. Upon such notice, the Company may appeal Nasdaq’s
delisting determination to a Nasdaq hearing panel. There can be no
assurance that, if the Company appeals Nasdaq’s
determination, such appeal would be successful.
The
Company intends to actively monitor the bid price of its common
stock and will consider available options to regain compliance with
the listing requirements.
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.
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Tenax Therapeutics, Inc.
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Date:
April 29, 2020
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By:
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/s/ Michael B. Jebsen
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Michael B. Jebsen
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President
and Chief Financial Officer
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