TENX Tenax Therapeutics
Filed: 30 Mar 21, 4:53pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 15, 2021
Tenax Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(CommissionFile Number)||(IRS EmployerIdentification No.)|
ONE Copley Parkway, Suite 490
Morrisville, NC 27560
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
☐ 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:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, $0.0001 par value per share||TENX||The Nasdaq Stock Market LLC|
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 ☐
Tenax Therapeutics, Inc. (the “Company”) is filing this Amendment No. 1 to Form 8-K (this “Amendment”) to amend its Current Report on Form 8-K filed on January 19, 2021 (the “Original Form 8-K”) with the Securities and Exchange Commission (the “SEC”) disclosing, among other things, the Company’s acquisition of PHPrecisionMed Inc. (“PHPM”). The purpose of this Amendment is to provide the financial information required under parts (a) and (b) of Item 9.01 of Form 8-K and amend and restate Item 9.01 of the Original Form 8-K.
No other changes have been made to the Original Form 8-K. This Amendment speaks as of the original filing date of the Original Form 8-K, does not reflect events that may have occurred subsequent to the original filing date, and, except as set forth herein, does not modify or update in any way disclosures made in the Original Form 8-K. This Amendment should be read in conjunction with the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
The audited historical financial statements of PHPM for the year ended December 31, 2019 are filed as Exhibit 99.2 hereto and incorporated herein by reference.
The unaudited financial statements of PHPM for the nine months ended September 30, 2020 are filed as Exhibit 99.3 hereto and incorporated herein by reference.
The unaudited pro forma condensed combined balance sheet and statement of operations of the Company as of and for the nine months ended September 30, 2020 and the unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2019 are filed as Exhibit 99.4 hereto and incorporated herein by reference.
|Agreement and Plan of Merger among PHPrecisionMed Inc., Tenax Therapeutics, Inc., Life Newco II, Inc., and Dr. Stuart Rich dated January 15, 2021*|
|Certificate of Designation of Series B Convertible Preferred Stock*|
|Employment Agreement with Dr. Stuart Rich dated January 15, 2021*|
|Consent of Independent Registered Public Accounting Firm|
|Press Release dated January 19, 2021*|
|Audited financial statements of PHPrecisionMed Inc. as of and for the year ended December 31, 2019|
|Unaudited financial statements of PHPrecisionMed Inc. as of and for the nine months ended September 30, 2020|
|Unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2020 and the unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2019|
*Filed with the Original From 8-K, which was filed with the SEC on January 19, 2021.
|Date: March 30, 2021||Tenax Therapeutics, Inc.|
|By: /s/ Michael B. Jebsen|
|Michael B. Jebsen|
|President and Chief Financial Officer|