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): February 15,
2018
Tenax Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-34600
|
|
26-2593535
|
(State
or other jurisdiction of incorporation)
|
|
(CommissionFile
Number)
|
|
(IRS
EmployerIdentification No.)
|
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 a Special
Meeting of Stockholders on February 15, 2018 (the “Special
Meeting”). The stockholders considered the proposal described
below, which is described in more detail in the Company’s
definitive proxy statement dated January 16, 2018. As of January
12, 2018, the record date for the Special Meeting, there were
28,236,775 shares of common stock issued,
outstanding and entitled to vote. At the Special
Meeting, 16,567,887
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 the proposal is set forth below.
Proposal 1: To approve an amendment to the Company’s
certificate of incorporation to effect a reverse stock split (the
“reverse stock split”) at a ratio of not less than
one-for-five and not more than one-for-fifty at any time prior to
December 31, 2018, with such ratio and the implementation and
timing of such reverse stock split to be determined by the
Company’s board of directors in its sole
discretion.
The
votes were cast as follows:
For
|
|
Against
|
|
Abstain
|
16,079,147
|
|
462,997
|
|
25,743
|
Proposal
1 was approved.
A
proposal to approve the adjournment of the Special Meeting, if
necessary or appropriate, to solicit additional proxies to approve
the reverse stock split was not voted on because the proposal to
approve the reverse stock split had passed.
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.
Date: February 15, 2018
|
Tenax Therapeutics, Inc.
|
|
|
|
|
|
|
|
|
By: /s/ Michael B. Jebsen
|
|
|
Michael
B. Jebsen
|
|
|
Chief
Financial Officer and Interim Chief Executive Officer
|
|
3