Attached files
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| EX-99.1 - PRESS RELEASE DATED JULY 20, 2020 - TENAX THERAPEUTICS, INC. | tenx_ex991.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): July 20,
2020
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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.0001 par value per share
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TENX
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The
Nasdaq Stock Market LLC
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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. ⬜
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Item
5.02
Departure
of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers;
d) On
July 20, 2020, the Board of Directors of Tenax Therapeutics, Inc.
(the “Company”) appointed Steven J.
Boyd and Keith Maher, MD each as a director of the Company to serve
in office until the 2021 annual meeting of stockholders or until
each of their successors are duly elected and qualified or until
each of their earlier resignation or removal. The Company
announced the appointments of Mr. Boyd and Dr. Maher in its July
20, 2020 press release, a copy of which is attached hereto as
Exhibit 99.1.
Mr. Boyd has served since 2012 as the chief investment officer
of Armistice Capital, LLC (“Armistice”), a long-short
equity hedge fund focused on the health care and consumer sectors.
From 2005 to 2012, Mr. Boyd was a research analyst at
Senator Investment Group, York Capital and SAB Capital Management,
where he focused on health care. Mr. Boyd began his
career as an analyst at McKinsey & Company.
Mr. Boyd currently serves as a member of the boards of
directors of Tetraphase Pharmaceuticals Inc., Aytu BioScience,
Inc., Cerecor Inc., EyeGate Pharmaceuticals, Inc. and Vaxart, Inc.
Mr. Boyd received a B.S. in economics and a B.A. in
political science from The Wharton School of the University of
Pennsylvania.
Dr.
Maher has served as a managing director at Armistice since 2019.
From 2007 to 2018, Dr. Maher held senior roles at Schroder
Investment Management, Omega Advisors and Gracie Capital. Dr. Maher
joined Gracie from Valesco Healthcare Partners, a global healthcare
fund he founded in partnership with Paramount Bio Capital. Prior to
starting Valesco, Dr. Maher was a managing director at Weiss, Peck
& Greer Investments (“WPG”). He joined WPG from
Lehman Brothers, where he worked as an equity research analyst
covering medical device and technology companies. Dr. Maher
currently serves on the boards of directors of Tetraphase
Pharmaceuticals Inc., EyeGate Pharmaceuticals, Inc. and Vaxart,
Inc. Dr. Maher received a B.A. in biology from Boston University,
an M.B.A. from Northwestern University’s Kellogg Graduate
School of Management and an M.D. from Albany Medical College. Dr.
Maher completed his clinical training at the Mount Sinai Medical
Center in the Department of Medicine.
Mr.
Boyd and Dr. Maher are being appointed to the Board of Directors
pursuant to the terms of the Securities Purchase Agreement for
Class E and Class F Units, dated July 6, 2020, between the Company
and Armistice, which was filed as Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 8, 2020. Mr. Boyd and
Dr. Maher do not have any family relationship with any director or
executive officer of the Company.
Mr.
Boyd and Dr. Maher have agreed not to receive compensation for
their service as members of the Board of Directors in light of
their positions with Armistice.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Press
Release dated July 20, 2020.
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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: July 20, 2020
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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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President
and Chief Financial Officer
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