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): June 18,
2020
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
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification 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:
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
5.07 Submission of Matters to a Vote of Security
Holders.
Tenax
Therapeutics, Inc. (the “Company”) held its Annual
Meeting of Stockholders on June 18, 2020 (the “Annual
Meeting”). The stockholders considered the five proposals
described below, each of which is described in more detail in the
Company’s definitive proxy statement dated April 29, 2020
(the “Proxy Statement”). As of April 24, 2020, the
record date for the Annual Meeting, there were 9,218,556 shares of
common stock issued, outstanding and entitled to vote. At the
Annual Meeting, 5,468,917 shares of common stock were
represented in person or by proxy, constituting a quorum. The final
number of votes cast for and against, as well as the number of
abstentions and broker non-votes, with respect to each proposal are
set forth below.
Proposal 1: To elect the six director nominees described in
the Proxy Statement to the Company’s Board of Directors to
serve until the sooner of the 2021 Annual Meeting of the
Company’s Stockholders or the election and qualification of
their successors. The votes were cast as follows:
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For
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Withhold
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Broker Non-Votes
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Ronald R. Blanck, DO
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2,224,061
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60,305
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3,184,551
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Anthony A. DiTonno
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2,224,053
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60,312
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3,184,552
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James Mitchum
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2,224,057
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60,308
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3,184,552
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Gregory Pepin
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2,175,732
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108,633
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3,184,552
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Gerald T. Proehl
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2,224,053
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60,312
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3,184,552
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Chris A. Rallis
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2,224,057
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60,308
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3,184,552
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All
director nominees were duly elected.
Proposal 2: To ratify
the appointment of Cherry Bekaert LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2020. The votes were cast as
follows:
For
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Against
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Abstain
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5,468,896
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18
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24
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Proposal
2 was approved.
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: June 18, 2020
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Tenax Therapeutics, Inc.
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By: /s/ Michael B. Jebsen
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Michael
B. Jebsen
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President
and Chief Financial Officer
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