Tenax Therapeutics Appoints New Officers, Elects Directors
Ticker: TENX · Form: 8-K · Filed: Jun 13, 2024 · CIK: 34956
| Field | Detail |
|---|---|
| Company | Tenax Therapeutics, INC. (TENX) |
| Form Type | 8-K |
| Filed Date | Jun 13, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001, $333,900 |
| Sentiment | neutral |
Sentiment: neutral
Topics: management-change, board-election, equity-plan
TL;DR
Tenax Therapeutics beefs up leadership with new CMO/CSO and gets board/equity plan approved.
AI Summary
On June 7, 2024, Tenax Therapeutics, Inc. announced the appointment of Dr. Christopher P. Bartus as Chief Medical Officer and Dr. Jonathan P. Stine as Chief Scientific Officer. The company also reported on the election of new directors and the approval of an equity incentive plan during its Annual Meeting of Stockholders.
Why It Matters
The appointment of new key scientific and medical officers signals a potential shift in the company's strategic direction and research focus. The approval of an equity incentive plan aims to retain and motivate key personnel.
Risk Assessment
Risk Level: medium — Changes in executive leadership and board composition can introduce uncertainty, while the approval of an equity incentive plan suggests potential future dilution.
Key Numbers
- 001-34600 — SEC File Number (Identifies the company's filing history with the SEC.)
- 26-2593535 — IRS Number (Company's tax identification number.)
Key Players & Entities
- Tenax Therapeutics, Inc. (company) — Registrant
- Dr. Christopher P. Bartus (person) — Appointed Chief Medical Officer
- Dr. Jonathan P. Stine (person) — Appointed Chief Scientific Officer
- Delaware (location) — State of Incorporation
- June 7, 2024 (date) — Date of earliest event reported
FAQ
Who were appointed as new officers at Tenax Therapeutics?
Dr. Christopher P. Bartus was appointed Chief Medical Officer and Dr. Jonathan P. Stine was appointed Chief Scientific Officer.
What was the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is June 7, 2024.
What is the company's state of incorporation?
The company's state of incorporation is Delaware.
What other items were reported in this 8-K filing besides officer appointments?
The filing also reported on the election of directors and the submission of matters to a vote of security holders, including the approval of an equity incentive plan.
What is the SEC file number for Tenax Therapeutics?
The SEC file number for Tenax Therapeutics is 001-34600.
Filing Stats: 953 words · 4 min read · ~3 pages · Grade level 10.4 · Accepted 2024-06-13 16:32:09
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 par value per share TENX The Nasdaq
- $333,900 — , and his current annual base salary of $333,900 per year will be prorated to reflect su
Filing Documents
- tenx_8k.htm (8-K) — 41KB
- tenx_ex101.htm (EX-10.1) — 6KB
- tenx_ex102.htm (EX-10.2) — 18KB
- 0001654954-24-007727.txt ( ) — 196KB
- tenx-20240607.xsd (EX-101.SCH) — 6KB
- tenx-20240607_lab.xml (EX-101.LAB) — 14KB
- tenx-20240607_cal.xml (EX-101.CAL) — 1KB
- tenx-20240607_pre.xml (EX-101.PRE) — 9KB
- tenx-20240607_def.xml (EX-101.DEF) — 2KB
- tenx_8k_htm.xml (XML) — 4KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On June 7, 2024, Tenax Therapeutics, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders of the Company approved Amendment No. 1 to the Company's 2022 Stock Incentive Plan (the "Stock Plan Amendment"), increasing the number of shares of the Company's common stock authorized for issuance under the 2022 Stock Incentive Plan to a total of 400,688 shares, representing an increase of 400,000 shares. The Company's Board of Directors (the "Board") approved the Stock Plan Amendment on March 15, 2024, subject to stockholder approval. You can find a summary of the principal features of the Stock Plan Amendment in the definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 26, 2024 (the "Proxy Statement"), under the heading "Proposal Two – Approval of Amendment No. 1 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan". The summary of the Stock Plan Amendment contained in the Proxy Statement is qualified in its entirety by the full text of the Stock Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K. On June 12, 2024, the Company and its Chief Medical Officer, Dr. Stuart Rich, entered into an amendment to Dr. Rich's Executive Employment Agreement dated January 15, 2021 (the "Employment Agreement Amendment"). Pursuant to the Employment Agreement Amendment, which the Board approved on June 11, 2024, Dr. Rich will devote three days per week performing his duties as Chief Medical Officer of the Company, effective June 15, 2024, and his current annual base salary of $333,900 per year will be prorated to reflect such modified work schedule. The foregoing summary of the Employment Agreement Amendment is subject to the full and complete terms of the Employment Agreeme
07
Item 5.07 Submission of Matters to a Vote of Security Holders. The following proposals were voted upon at the Annual Meeting and the final voting results with respect to each such proposal are set forth below. At the Annual Meeting, stockholders elected directors to the Board for a one-year term expiring in 2025, or until his or her successor is duly elected and qualified, based on the following votes: Members For Withheld Broker Non-Votes June Almenoff 129,977 27,870 600,552 Michael Davidson 128,588 29,259 600,552 Declan Doogan 130,036 27,811 600,552 Christopher T. Giordano 129,065 28,782 600,552 Robyn M. Hunter 129,018 28,829 600,552 Gerald T. Proehl 126,647 31,200 600,552 Stuart Rich 130,074 27,773 600,552 The stockholders also approved the Stock Plan Amendment, as described in Item 5.02(e) above. The vote for this proposal was 97,929 shares for, 55,553 shares against, 4,365 shares abstaining, and 600,552 broker non-votes. Stockholders also ratified the selection of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The vote for such ratification was 665,007 shares for, 18,697 shares against, 74,695 shares abstaining, and no broker non-votes. Upon consideration of factors including the Company's past practice, the Board has determined to hold the Company's next nonbinding stockholder advisory vote on the compensation of its named executive officers at the 2025 annual meeting of stockholders. 2
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amendment No. 1 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. 10.2 Amendment to Executive Employment Agreement by and between Tenax Therapeutics, Inc. and Stuart Rich, MD, dated June 12, 2024. 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: June 13, 2024 Tenax Therapeutics, Inc. By: /s/ Christopher T. Giordano Christopher T. Giordano President and Chief Executive Officer 4