Attached files
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| EX-99.1 - PRESS RELEASE - TENAX THERAPEUTICS, INC. | tenx_ex991.htm |
| EX-10.1 - SEPARATION AND GENERAL RELEASE AGREEMENT - TENAX THERAPEUTICS, INC. | tenx_ex101.htm |
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): April 3,
2017
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))
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 3, 2017, John P. Kelley resigned as the Chief Executive
Officer of Tenax Therapeutics, Inc. (the “Company”) and
as a member of the Company’s Board of Directors (the
“Board”) effective immediately (the “Effective
Time”). In connection with his resignation, Mr. Kelley
entered into a Separation and General Release Agreement (the
“Separation Agreement”), dated April 7, 2017. The terms
of the Separation Agreement provide that Mr. Kelley has the right
to revoke the Separation Agreement until April 19,
2017.
Under
the Separation Agreement, Mr. Kelley is entitled to receive
severance in an amount equal to one year of his current base annual
salary and a pro-rated amount of his annual bonus that would have
been received had 100% of his annual goals been achieved (less
applicable taxes and withholdings), payable in a lump sum on the
60th day
following the Effective Separation Date in exchange for a standard
release of employment claims. The Company will also reimburse COBRA
premiums for coverage of Mr. Kelley and his eligible dependents for
up to 12 months if Mr. Kelley timely and properly elects
continuation coverage. The Separation Agreement also contains such
confidentiality provisions and other terms and conditions as are
usual and customary for agreements of this type. All of Mr.
Kelley’s obligations under his Employee Non-Disclosure,
Inventions Assignment, and Competitive Business Activities
Agreement, dated November 13, 2013, regarding confidentiality and
proprietary information will continue.
Pursuant to the
Separation Agreement, for the 12-month period following the
Effective Separation Date, Mr. Kelley will provide consulting
services as may be reasonably requested by the Company. The parties
intend that such services shall not exceed 20% of Mr.
Kelley’s average amount of work time during the 36 month
period prior to the Effective Separation Date. Mr. Kelley will be
paid a consulting rate of $500 per hour for all services provided
during the consulting period.
On
April 3, 2017, the Board appointed Michael B. Jebsen, the
Company’s President and Chief Financial Officer, as Interim
Chief Executive Officer. Mr. Jebsen will continue to serve as the
Company’s President and Chief Financial Officer. Mr. Jebsen
first joined the Company as its Accounting Manager in April 2009,
and was elected Chief Financial Officer, Executive Vice President
Finance and Administration in August 2009. Mr. Jebsen
also served as the Company’s Interim Chief Executive Officer
from August 2011 until November 2013. Before joining the Company,
he was an auditor with Grant Thornton, LLP from July 2003 through
December 2005 and from April 2008 through April 2009. In addition,
Mr. Jebsen held various positions, including Chief Ethics Officer,
Senior Internal Auditor, and Senior Financial Analyst with RTI
International, a non-profit research and development organization,
from January 2006 to February 2008. Mr. Jebsen holds a Master of
Science in Accounting from East Carolina University and is a
Certified Public Accountant, licensed in North
Carolina.
In
connection with Mr. Jebsen’s appointment as Interim Chief
Executive Officer, the Company will provide Mr. Jebsen with
additional compensation of $10,000 per month for each month that he
serves as Interim Chief Executive Officer. In addition, Mr. Jebsen
was granted, on the effective date of his appointment as Interim
Chief Executive Officer, a stock option to purchase 200,000 shares
of the Company’s common stock. The award will vest over a
four-year period, with 25% of the option award vesting on the first
four anniversaries of the grant date provided Mr. Jebsen remains
continuously employed with the Company through each anniversary,
however, the vesting of the stock option shall accelerate and
become fully vested upon the achievement of specified performance
goals.
The
foregoing description of the Separation Agreement does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Separation Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference. A copy of the press release announcing the
resignation of Mr. Kelley as the Company’s Chief Executive
Officer and as a member of the Board and Mr. Jebsen’s
appointment as Interim Chief Executive Officer is attached hereto
as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01
Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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Separation
and General Release Agreement between the Company and John P.
Kelley.
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Press
Release dated April 5, 2017.
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2
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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Date: April 7, 2017
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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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Interim
Chief Executive Officer, President and Chief Financial
Officer
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3
Exhibit Index
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Exhibit No.
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Description
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Separation
and General Release Agreement between the Company and John P.
Kelley.
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Press
Release dated April 5, 2017.
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4