TENAX THERAPEUTICS Reports Shareholder Rights, Bylaw Changes

TL;DR

**TENAX THERAPEUTICS just flagged changes to shareholder rights and bylaws, so check your holdings.**

AI Summary

TENAX THERAPEUTICS, INC. filed an 8-K on January 5, 2024, reporting an event on December 29, 2023, concerning "Material Modifications to Rights of Security Holders" and "Amendments to Articles of Incorporation or Bylaws." This indicates potential changes to shareholder rights or the company's foundational rules. Investors should pay close attention as such modifications could impact the value or control associated with their shares, potentially diluting ownership or altering voting power.

Why It Matters

Changes to shareholder rights or company bylaws can directly affect the value and control of an investor's shares, potentially leading to dilution or altered voting power.

Risk Assessment

Risk Level: medium — Modifications to shareholder rights or bylaws can have significant, though not always immediately clear, implications for investors.

Analyst Insight

A smart investor would seek out the specific details of the "Material Modifications to Rights of Security Holders" and "Amendments to Articles of Incorporation or Bylaws" to understand their direct impact on share value and voting power.

Key Players & Entities

• TENAX THERAPEUTICS, INC. (company) — the registrant filing the 8-K
• December 29, 2023 (date) — date of the earliest event reported
• January 5, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share TENX The Nasdaq
• $1.00 — ompany in regaining compliance with the $1.00 per share requirement for continued inc

Filing Documents

• tenx_8k.htm (8-K) — 29KB
• tenx_ex31.htm (EX-3.1) — 10KB
• tenx_ex991.htm (EX-99.1) — 12KB
• tenx_ex991img2.jpg (GRAPHIC) — 5KB
• 0001654954-24-000269.txt ( ) — 189KB
• tenx-20231229.xsd (EX-101.SCH) — 6KB
• tenx-20231229_lab.xml (EX-101.LAB) — 15KB
• tenx-20231229_cal.xml (EX-101.CAL) — 1KB
• tenx-20231229_pre.xml (EX-101.PRE) — 9KB
• tenx-20231229_def.xml (EX-101.DEF) — 2KB
• tenx_8k_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Tenax Therapeutics, Inc. (the "Company") filed a Certificate of Amendment to the Company's Certificate of Incorporation, as amended (the "Certificate of Amendment") with the Secretary of State of Delaware for the purpose of effecting a reverse stock split of the outstanding shares of the Company's common stock at a ratio of one share for every 80 shares outstanding (the "Reverse Stock Split"), so that every 80 outstanding shares of common stock before the Reverse Stock Split represents one share of common stock after the Reverse Stock Split. The Reverse Stock Split was approved by the Company's stockholders at the special meeting of stockholders held on November 30, 2023 and the Company's Board of Directors approved the Certificate of Amendment with a 1-for-80 ratio on December 8, 2023. The Reverse Stock Split was effective at 5:00 p.m. on January 2, 2024. 2 Immediately prior to the Reverse Stock Split, there were 23,862,434 shares of common stock outstanding. After the Reverse Split, there were approximately 298,281 shares outstanding. Each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged after the Reverse Stock Split except for minor changes and adjustments resulting from rounding of fractional interests. No fractional shares will be issued in connection with the Reverse Stock Split. Each stockholder who would otherwise be entitled to receive a fraction of a share of the Company's common stock will instead receive one whole share of common stock. Because the Certificate of Amendment did not reduce the number of authorized shares of common stock, the effect of the Reverse Stock Split was to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the common stock and the rights and privileges o

01. Other Events

Item 8.01. Other Events. On December 29, 2023, the Company issued a press release regarding the Reverse Stock Split described above under Item 5.03 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Certificate of Incorporation of Tenax Therapeutics, Inc. 99.1 Press release dated December 29, 2023. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

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: January 5, 2024 Tenax Therapeutics, Inc. By: /s/ Christopher T. Giordano Christopher T. Giordano President and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR