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 14,
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))
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 14, 2017 (the “Annual
Meeting”). The stockholders considered the three proposals
described below, each of which is described in more detail in the
Company’s definitive proxy statement dated April 28, 2017. As
of April 17, 2017, the record date for the Annual Meeting, there
were 28,236,494 shares of common stock issued, outstanding and
entitled to vote. At the Annual Meeting, 16,560,547 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 to the
Company’s Board of Directors to serve until the sooner of the
election and qualification of their successors or the next Annual
Meeting of the Company’s Stockholders. The votes were cast as
follows:
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For
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Withheld
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Broker Non-Votes
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Ronald
R. Blanck, DO
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3,172,855
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1,084,530
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12,303,162
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Anthony
A. DiTonno
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4,139,418
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117,967
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12,303, 162
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James
Mitchum
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4,140,091
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117,294
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12,303, 162
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Gregory
Pepin
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3,164,633
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1,082,752
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12,303, 162
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Gerald
T. Proehl
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4,140,060
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117,325
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12,303, 162
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Chris
A. Rallis
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4,140,974
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116,411
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12,303, 162
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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, 2017. The votes were
cast as follows:
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For
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Against
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Abstain
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15,091,123
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721,271
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748,153
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Proposal
2 was approved.
Proposal 3: To approve, on an advisory basis, Named
Executive Officer compensation. The votes were cast as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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3,958,457
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232,710
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66,218
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12,303,
162
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Proposal
3 was approved on an advisory basis.
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: June 15, 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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