Attached files
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C., 20549
FORM
10-K/A
(Amendment
No. 1)
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2020
Commission
File No. 001-34600
TENAX
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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26-2593535
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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ONE
Copley Parkway, Suite 490, Morrisville, NC 27560
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
Telephone Number, including area code:
(919) 855-2100
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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Securities
registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
☐ No ☒
Indicate by check
mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check
mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No
☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging
growth company
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☐
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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. ☐
Indicate by check
mark whether the registrant has filed a report on and attestation
to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate
market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the
common equity was last sold as of June 30, 2020, the last business
day of the registrant’s most recently completed second fiscal
quarter, was $9,099,973.
The number of
shares outstanding of the registrant’s class of $0.0001 par
value common stock as of April 14, 2021 was
14,969,312.
Explanatory Note
This
Amendment No. 1 (this “Amendment”) to the Annual Report
on Form 10-K filed on March 31, 2021 (the “Original Annual
Report”) of Tenax Therapeutics, Inc. (the
“Company”) is being filed solely for the purpose of
correcting certain inadvertent errors in the net loss per share and
weighted average number of shares items of the Consolidated
Statements of Operations and Comprehensive Loss presented under the
Caption “Financial Statements and Supplementary Data”
on page 37 of the Original Annual Report by amending and restating
only the Consolidated Statements of Operations and Comprehensive
Loss appearing in Part II, Item 8. “Financial Statements
Supplementary Data” in the Original Annual
Report.
In
addition, pursuant to the rules of the Securities and Exchange
Commission, the Company has included as exhibits to this Amendment
updated certifications from the Company’s Principal Executive
Officer and Principal Financial Officer pursuant to Sections 302
and 906 of the Sarbanes Oxley Act of 2002.
Except
as described above, no other changes have been made to the Original
Annual Report. We have not updated the disclosures contained
therein to reflect any events which occurred at a date subsequent
to the filing of the Original Annual Report.
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Year ended December 31,
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2020
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2019
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Operating
expenses
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General and administrative
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$5,307,206
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$5,084,111
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Research and development
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4,560,724
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3,471,153
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Total operating expenses
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9,867,930
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8,555,264
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Net operating loss
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9,867,930
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8,555,264
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Interest
expense
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1,627
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-
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Other
income, net
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(18,166)
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(160,901)
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Net
loss
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$9,851,391
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$8,394,363
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Unrealized
loss on marketable securities
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528
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58
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Total
comprehensive loss
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$9,851,919
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$8,394,421
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Net
loss per share, basic and diluted
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$(0.95)
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$(1.35)
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Weighted
average number of common shares outstanding, basic and
diluted
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10,365,826
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6,195,444
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PART IV
Item 15. Exhibits, Financial Statements and
Schedules
The
exhibit index below lists the exhibits that are filed as part of
this amendment.
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Exhibit No.
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Exhibits
Required by Item 601 of Regulation S-K
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Certification of
Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
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Certification of
Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
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Certification of
Principal Executive Officer Pursuant to 18 U.S.C. Section
1350*
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Certification of
Principal Financial Officer Pursuant to 18 U.S.C. Section
1350*
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*
Filed
herewith.
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
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TENAX THERAPEUTICS,
INC.
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Date: April
16,
2021
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By:
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/s/ Michael
B. Jebsen
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Michael B.
Jebsen
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President and Chief Financial Officer
(On behalf of the Registrant and as Principal Financial
Officer)
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Pursuant to the
requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
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Name
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Title
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Date
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/s/
Anthony DiTonno
Anthony
DiTonno
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Chief
Executive Officer and Director
(Principal
Executive Officer)
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April
16,
2021
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/s/
Michael B. Jebsen
Michael
B. Jebsen
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Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
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April
16,
2021
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/s/
Stuart Rich
Stuart
Rich, MD
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Chief
Medical Officer and Director
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April
16,
2021
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/s/
Ronald R. Blanck
Ronald
R. Blanck, DO
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Director
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April
16,
2021
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/s/
Gregory Pepin
Gregory
Pepin
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Director
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April
16,
2021
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/s/
James Mitchum
James
Mitchum
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Director
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April
16,
2021
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/s/
Chris A. Rallis
Chris
A. Rallis
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Director
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April
16,
2021
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/s/
Gerald Proehl
Gerald
Proehl
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Director
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April
16,
2021
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/s/
June Almenoff
June
Almenoff, MD
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Director
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April
16,
2021
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/s/
Declan Doogan
Declan
Doogan, MD
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Director
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April
16,
2021
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/s/
Michael Davidson
Michael
Davidson, MD
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Director
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April
16,
2021
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/s/
Steven Boyd
Steven
Boyd
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Director
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April
16,
2021
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/s/
Keith Maher
Keith
Maher, MD
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Director
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April
16,
2021
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