Tenax Therapeutics, Inc 8-K, filed Feb 10, 2023
Tenax Therapeutics, Inc. (TENX)
About this 8-K
Tenax Therapeutics, Inc filed this 8-K on February 10, 2023, reporting on events of February 7, 2023.
Items reported
- Item 1.02: Ended a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
On February 7, 2023, Tenax Therapeutics, Inc. (the “Company”) entered into a Lease Termination Agreement with CCP Concourse, LLC, a Virginia limited liability company (the “Landlord”) with respect to the Company’s lease (the “Lease”) of its headquarters formerly located at ONE Copley Parkway, Suite 490, Morrisville, North Carolina (the “Premises”). The Lease, as amended, was originally entered into on January 27, 2011 and would have terminated on June 30, 2024.
As consideration for the Landlord’s entry into the Lease Termination Agreement, including a release of any claims the Landlord may have had against the Company under the Lease, the Company has paid the Landlord $169,867.41. Pursuant to the Lease Termination Agreement, effective February 8, 2023, the Company has no remaining rent or further obligations to the Landlord pursuant to the Lease.
The foregoing description of the Lease Termination Agreement does not purport to be complete and is qualified by reference to the full text of such agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
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| Lease Termination Agreement, dated as of February 7, 2023. | |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 10, 2023 | Tenax Therapeutics, Inc. | ||
| By: | /s/ Christopher T. Giordano | ||
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| Christopher T. Giordano | |
President and Chief Executive Officer | |||
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EXHIBIT 10.1
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into as of February 7, 2023, by and between CCP Concourse, LLC., a Virginia limited liability company (“Landlord”), and Tenax Therapeutics, Inc., a Delaware corporation (“Tenant”).
WITNESSETH:
WHEREAS, Concourse Associates, LLC, a North Carolina limited liability company (predecessor to Landlord), and Oxygen Biotherapeutics, Inc., a North Carolina corporation (predecessor to Tenant), entered into that certain Office Lease Agreement, dated January 27, 2011 (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement, by and between Landlord and Tenant, dated August 2015 (the “First Amendment”), and by that certain Second Amendment to Lease Agreement, by and between Landlord and Tenant, dated February 2021 (the “Second Amendment” and as amended, the “Lease”) for Suite 490 in a building known as the Concourse Building (“Building”) located at One Copley Parkway, Morrisville, North Carolina (“Premises”); and
WHEREAS, the Lease, as amended, has an expiration date of June 30, 2024; and
WHEREAS, Tenant vacated and surrendered the Premises to Landlord effective October 31, 2022; and
WHEREAS, Landlord has provided notice to Tenant that the failure to make certain payments as and when due under the Lease, among other acts or omissions, constitutes Tenant’s default under the Lease, which default has not been cured; and
WHEREAS, Landlord and Tenant have agreed to an earlier termination of the Lease and to fully and finally resolve all claims between the parties arising out of the Lease according to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained, Landlord and Tenant agree as follows:
1. Termination Date. The Lease shall be cancelled and terminated and thereafter be deemed null, void, and of no force and effect whatsoever immediately upon receipt of the Termination Payment described below in Section 2. Tenant shall make best efforts to remit this payment on or before January 31, 2023.
2. Termination Payment. In complete and full consideration of all claims that the Landlord has or may have against the Tenant pursuant to the Lease, Tenant shall pay to Landlord the sum of $169,867.41 in immediately available funds (the “Termination Payment”) (i) subsequent to the full execution of this Agreement by all parties and (ii) prior to the Termination Date. Upon Landlord’s receipt of the Termination Payment, Tenant shall have no obligation to make any further payments to Landlord or any other third party arising out of the Lease, including without limitation, any payment of rent (including any rent previously deferred or abated), real estate taxes, landscaping, utilities, insurance, repairs, maintenance, painting, or other charges arising out of the Lease, whether such charges were due or accrued prior to, on, or subsequent to the Termination Date.
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3. Release. Landlord and Tenant hereby release and forever discharge each other from any and all debts, demands, actions, claims, suits, and liabilities whatsoever of every name and nature, whether in law or in equity, now or hereafter existing, arising out of or in connection with the Lease.
5. Landlord's Representations. Landlord represents that it is the current owner of the Premises and the current Landlord under the Lease, that it is fully authorized to execute this Agreement and that the consent of no other party is required.
6. Complete Agreement. This Agreement contains the complete agreement of the parties hereto with respect to the termination of the Lease and supersedes any and all prior agreements, understandings or representations, whether written or verbal.
7. Severability.The unenforceability or invalidity of any one or more provisions hereof shall not affect the validity or enforceability of any of the other provisions hereof.
8. Binding Agreement. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
9. Governing Law and Venue. This Agreement shall be governed by and construed under and in accordance with laws of the State of North Carolina.
10. Counterparts. This Agreement may be executed in one or more counterparts and shall become effective only when one or more counterparts have been executed by each of the parties hereto. Each counterpart shall be deemed an original, but all of the counterparts shall constitute one Agreement.
[SIGNATURES ON NEXT PAGE.]
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IN WITNESS WHEREOF, the parties have executed this Agreement under seal effective as of the day and date first above written.
LANDLORD:
CCP CONCOURSE, LLC,
a Virginia limited liability company
By: Continental Asset Management Group, LLC,
its Authorized Agent
By: /s/ Jeremy R. McLendon
Name: Jeremy R. McLendon
Manager
TENANT:
Tenax Therapeutics, Inc.,
a Delaware corporation
By: /s/ Chris Giordano
Name: Chris Giordano
Title: President/CEO
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