Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - TENAX THERAPEUTICS, INC. | tenx_ex991.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT WITH ANTHONY A. DITONNO - 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): June 1,
2018
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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment of CEO and Employment Agreement
On
June 1, 2018, the Board of
Directors (the “Board”) of Tenax Therapeutics, Inc.
(the “Company”) appointed Anthony A. DiTonno, a current
member of the Board, as the Company’s Chief Executive
Officer, effective June 1, 2018. While Mr. DiTonno will retain his
position as a member of the Board, he relinquished his membership
on the Company’s Compensation Committee as of June 1, 2018
and for the duration of his service as Chief Executive Officer as
he is no longer an independent director under the Nasdaq Listing
Rules. Michael Jebsen, the Company’s prior Interim Chief
Executive Officer through the effective date of Mr. DiTonno’s
appointment, will continue serving as the Company’s President
and Chief Financial Officer.
Mr.
DiTonno, age 69, has served as a director of the Company since
December 2011. From January 2013 until May 31, 2018, Mr. DiTonno
served as Chief Executive Officer of Avantis Medical Systems, Inc.,
a medical device company that develops and manufactures
catheter-based endoscopic devices. From April 2003 until
December 2011, Mr. DiTonno was President and Chief Executive
Officer of Neurogesx Inc., a biopharmaceutical company based in the
San Francisco Bay area (“Neurogesx”). During his time
at Neurogesx, Mr. DiTonno also served on its board of
directors. Mr. DiTonno has funded companies through a
variety of financial arrangements including private and public
financings, partnerships and debt. He has also been successful in
gaining regulatory approvals in both the United States and European
Union. Previously, he was Executive Vice President of Marketing and
Sales at Enteric Medical Technologies Inc., which was acquired by
Boston Scientific Company; President and Chief Executive Officer of
Lifesleep Systems, Inc.; and Vice President and General Manager of
Olcassen Pharmaceuticals, which was sold to Watson Laboratories.
Early in his career, he held a variety of positions of increasing
responsibility at Rorer Group, Inc. (Rhône Poulenc Rorer) and
Wyeth Laboratories. Mr. DiTonno received an M.B.A. from Drexel
University and a B.S. in Business Administration from St.
Joseph’s University.
While
serving as Chief Executive Officer, Mr. DiTonno will not receive
compensation for his service as a member of the Board. Effective
June 1, 2018, the Company
entered into an employment agreement with Mr. DiTonno (the
“Employment Agreement”). Under the Employment
Agreement, Mr. DiTonno will receive an annual base salary of
$430,000. Mr. DiTonno will also receive participation in medical
insurance, dental insurance, and other benefit plans on the same
basis as the Company’s other officers. Under the Employment
Agreement, Mr. DiTonno will also receive an annual cash bonus
consisting of 50% of his base salary, based on 100% achievement of
annual goals (with no cap on the bonus for greater than 100%
achievement of goals). The Employment Agreement also provides for a
one-time non-statutory stock option grant of 50,000 shares of
common stock. The Employment Agreement states that the Company will
pay Mr. DiTonno up to $30,000 to cover costs associated with
relocation expenses.
The
Employment Agreement is effective for a one-year term, and
automatically renews for additional one-year terms, unless the
Employment Agreement is terminated in advance of renewal or either
party gives notice at least 90 days prior to the end of the then
current term of an intention not to renew. If Mr. DiTonno is
terminated without cause, if he terminates his employment for good
reason, or if the Company elects not to renew the Employment
Agreement, Mr. DiTonno would be entitled to receive (i) one-year of
base salary, (ii) a pro-rated amount of the annual bonus that he
would have received had 100% of goals been achieved, and (iii)
one-year of COBRA reimbursements or benefits payments, as
applicable. Mr. DiTonno’s entitlement to these payments is
conditioned upon execution of a release of claims.
For
purposes of the Employment Agreement: (i) “cause”
includes (a) a willful material breach of the Agreement by Mr.
DiTonno, (b) material misappropriation of Company property, (c)
material failure to comply with Company policies, (d) abuse of
illegal drugs or abuse of alcohol in a manner that interferes with
the performance of Mr. DiTonno’s duties, (e) dishonest or
illegal action that is materially detrimental to the Company, and
(f) failure to disclose material conflicts of interest, and (ii)
“good reason” includes (a) a material reduction in base
salary, (b) a material reduction of Mr. DiTonno’s authority,
duties or responsibility, (c) certain changes in geographic
location of Mr. DiTonno’s employment, or (d) a material
breach of the Employment Agreement by the Company.
The
Employment Agreement and a copy of the press release announcing the
appointment of Mr. DiTonno as the Company’s Chief Executive
Officer are filed as Exhibits 10.1 and 99.1 to this Current Report
on Form 8-K. The foregoing summaries of the terms of these
documents are subject to, and qualified in their entirety by, such
documents, which are incorporated herein by reference.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Employment
Agreement with Anthony A. DiTonno dated June 1, 2018.
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Press
Release dated June 5, 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.
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Date: June 5, 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
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