Tenax Therapeutics, Inc 8-K, filed Apr 7, 2021
Tenax Therapeutics, Inc. (TENX)
8-K
2021-04-07
For: 2021-04-02
View Original
Added on
April 11, 2026
About this 8-K
Tenax Therapeutics, Inc filed this 8-K on April 7, 2021, reporting on events of April 2, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): April 1,
2021
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. ☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 1, 2021, Ronald R. Blanck, Gregory Pepin and Chris A. Rallis
notified Tenax Therapeutics, Inc. (the “Company”) that
they will be voluntarily stepping down from the Board of Directors
of the Company (the “Board”) effective as of the Annual
Meeting of Stockholders of the Company currently scheduled for June
10, 2021. Their decision to leave the Board was not a result of any
disagreement with the Company.
A copy
of the press release announcing the stepping down of Dr. Blanck,
Mr. Pepin and Mr. Rallis is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibit
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Exhibit No.
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Description
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Press
Release dated April 7, 2021
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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: April 7, 2021
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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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EXHIBIT 99.1
Tenax Therapeutics Announces Continuation of Board Refreshment
Program as Three Long-Serving Directors Volunteer to Not Stand for
Re-Election at the Upcoming 2021 Annual Meeting of
Stockholders
Morrisville, NC – April 7, 2021 – Tenax
Therapeutics, Inc. (Nasdaq: TENX), a specialty pharmaceutical
company focused on identifying, developing and commercializing
products that address cardiovascular and pulmonary diseases with
high unmet medical need, today announced that Ronald R. Blanck,
D.O., Gregory Pepin and Chris A. Rallis have voluntarily agreed to
step down from the Board of Directors of Tenax Therapeutics,
effective as of the Annual Meeting of Stockholders of Tenax
currently scheduled for June 10, 2021, retiring after years of
service to the Board.
The
retirements of Dr. Blanck and Messrs. Pepin and Rallis from the
Board were voluntary decisions as part of a Board refreshment
program. This program included the onboarding of four new directors
in the first quarter of calendar 2021, as previously announced by
Tenax. The Tenax Board will maintain 12 members until the Annual
Meeting of Stockholders, which will then be reduced to nine members
upon their retirement from the Board.
Dr.
Blanck has served on the Tenax Board since 2009 and as Chairman
since 2011. Gerald Proehl, who has served on the Tenax Board since
April 2014, shall assume role of Chairman upon Dr. Blanck’s
retirement from the Board. Mr. Pepin has served as a director since
August 2009, and Mr. Rallis has served as a director since
2011.
“We
would like to honor and thank Ron, Gregory and Chris for their
stellar service to Tenax’s Board, its management and, most
importantly, its shareholders. Each of them has contributed their
invaluable experience and sound judgment in guiding the company
through times of opportunity and challenge. Each has been integral
to strategically positioning Tenax for continued success and
shareholder value-creation,” said Anthony DiTonno, Chief
Executive Officer of Tenax Therapeutics.
“I
want to express my deep appreciation for their participation in and
willingness to support our board refreshment program,” said
Gerald Proehl. “In particular, we appreciate them agreeing to
an overlapping time period of service with the new Board members to
ensure continuity of strong, independent leadership as we focus on
creating shareholder value.” Mr. Proehl continued,
“Ron, Chris and Gregory provided important leadership since
joining the Tenax board, resulting in a specialty pharmaceutical
company with two late clinical stage products that may provide
important treatment options for patients with cardiovascular
diseases. I speak for the entire Tenax Board in thanking each of
them for their dedication and years of service.”
About Tenax Therapeutics
Tenax
Therapeutics, Inc., is a specialty pharmaceutical company focused
on identifying, developing, and commercializing products that
address cardiovascular and pulmonary diseases with high unmet
medical need. The Company has a world-class scientific advisory
team including recognized global experts in pulmonary hypertension.
The Company owns North American rights to develop and commercialize
levosimendan and has recently released topline data regarding their
Phase 2 clinical trial for the use of levosimendan in the treatment
of Pulmonary Hypertension associated with Heart Failure and
preserved Ejection Fraction (PH-HFpEF). Tenax plans to advance a
delayed release oral formulation of imatinib, designed to avoid the
gastric irritation, into a single pivotal trial pursuant to the
505(b)(2) pathway. For more information,
visit www.tenaxthera.com.
About Levosimendan
Levosimendan
is a calcium sensitizer that works through a unique triple
mechanism of action. It initially was developed for intravenous use
in hospitalized patients with acutely decompensated heart failure.
It was discovered and developed by Orion Pharma, Orion Corporation
of Espoo Finland, and is currently approved in over 60 countries
for this indication and not available in the United States. Tenax
Therapeutics acquired North American rights to develop and
commercialize levosimendan from Phyxius Pharma, Inc.
About Imatinib
Imatinib
is an antiproliferative agent developed to target the BCR-ABL
tyrosine kinase in patients with chronic myeloid leukemia. The
inhibitory effects of imatinib on PDGF receptors and c-KIT
suggested that it may be efficacious in PAH. Imatinib reversed
experimentally induced pulmonary hypertension and has pulmonary
vasodilatory effects in animal models and proapoptotic effects on
pulmonary artery smooth muscle cells from patients with idiopathic
PAH. In a phase 3 clinical trial imatinib produced significant
improvements in exercise capacity, but a high rate of dropouts
attributed largely to gastric intolerance prevented regulatory
approval.
Caution Regarding Forward-Looking Statements
This
news release contains certain forward-looking statements by the
Company that involve risks and uncertainties and reflect the
Company’s judgment as of the date of this release. The
forward-looking statements are subject to a number of risks and
uncertainties, including, but not limited to matters beyond the
Company’s control that could lead to delays in the clinical
study, new product introductions and customer acceptance of these
new products; matters beyond the Company’s control that could
impact the Company’s continued compliance with Nasdaq listing
requirements; the impact of management changes on the
Company’s business and unanticipated charges, costs and
expenditures not currently contemplated that may occur as a result
of management changes; and other risks and uncertainties as
described in the Company’s filings with the Securities and
Exchange Commission, including in its annual report on Form 10-K
filed on March 31, 2021 as well as its other filings with the SEC.
The Company disclaims any intent or obligation to update these
forward-looking statements beyond the date of this release.
Statements in this press release regarding management’s
future expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
Investor Contact:
John
Mullaly
Managing
Director
LifeSci
Advisors, LLC
C:
617-429-3548
jmullaly@lifesciadvisors.com