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EX-99.1 - PRESS RELEASE - TENAX THERAPEUTICS, INC. | tenx_ex991.htm |
EX-3.1 - CERTIFICATE OF AMENDMENT - TENAX THERAPEUTICS, INC. | tenx_ex31.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): February 22,
2018
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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(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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
February 22, 2018, Tenax
Therapeutics, Inc. (the “Company”) filed a Certificate
of Amendment to the Company’s Certificate of Incorporation
(the “Amendment”) to effect a reverse stock split of
the Company’s common stock at a ratio of one-for-twenty (the
“Reverse Stock Split”) with the Secretary of State of
the State of Delaware. The Amendment did not change the number of
authorized shares, or the par value, of the Company’s common
stock. The Amendment provides that the Reverse Stock Split becomes
effective on February 23, 2018
at 5:00 p.m., at which time every twenty shares of the
Company’s issued and outstanding common stock will
automatically be combined into one issued and outstanding share of
the Company’s common stock.
The
Amendment was approved by the stockholders of the Company at a
special meeting of stockholders held on February 15, 2018, with the
ratio of the Reverse Stock Split to be not less than one-for-five
and not more than one-for-fifty, as determined by the
Company’s Board of Directors. The Company’s Board of
Directors approved the Amendment with the one-for-twenty ratio on
the same date.
The
foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Amendment, which is filed as Exhibit 3.1 to this report
and is incorporated by reference herein.
Item
8.01 Other Events.
On
February 23, 2018, the Company
issued a press release regarding the Reverse Stock Split described
above under Item 5.03 of this Current Report on Form
8-K. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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Certificate of
Amendment of Certificate of Incorporation of Tenax Therapeutics,
Inc.
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Press
Release dated February 23,
2018
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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 23, 2018
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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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Chief
Financial Officer and Interim Chief Executive Officer
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