SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
Commission File No. 001-34600
TENAX THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 26-2593535 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
ONE Copley Parkway, Suite 490, Morrisville, NC 27560
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including area code: (919) 855-2100
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 |
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was $9,099,973.
The number of shares outstanding of the registrant’s class of $0.0001 par value common stock as of April 14, 2021 was 14,969,312.
Explanatory Note
This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K filed on March 31, 2021 (the “Original Annual Report”) of Tenax Therapeutics, Inc. (the “Company”) is being filed solely for the purpose of correcting certain inadvertent errors in the net loss per share and weighted average number of shares items of the Consolidated Statements of Operations and Comprehensive Loss presented under the Caption “Financial Statements and Supplementary Data” on page 37 of the Original Annual Report by amending and restating only the Consolidated Statements of Operations and Comprehensive Loss appearing in Part II, Item 8. “Financial Statements Supplementary Data” in the Original Annual Report.
In addition, pursuant to the rules of the Securities and Exchange Commission, the Company has included as exhibits to this Amendment updated certifications from the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes Oxley Act of 2002.
Except as described above, no other changes have been made to the Original Annual Report. We have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Annual Report.
Year ended December 31, | ||
2020 | 2019 | |
Operating expenses | ||
General and administrative | $5,307,206 | $5,084,111 |
Research and development | 4,560,724 | 3,471,153 |
Total operating expenses | 9,867,930 | 8,555,264 |
Net operating loss | 9,867,930 | 8,555,264 |
Interest expense | 1,627 | - |
Other income, net | (18,166) | (160,901) |
Net loss | $9,851,391 | $8,394,363 |
Unrealized loss on marketable securities | 528 | 58 |
Total comprehensive loss | $9,851,919 | $8,394,421 |
Net loss per share, basic and diluted | $(0.95) | $(1.35) |
Weighted average number of common shares outstanding, basic and diluted | 10,365,826 | 6,195,444 |
PART IV
Item 15. Exhibits, Financial Statements and Schedules
The exhibit index below lists the exhibits that are filed as part of this amendment.
Exhibit No. | Exhibits Required by Item 601 of Regulation S-K | |
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | ||
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | ||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350* | ||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350* |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TENAX THERAPEUTICS, INC. | |||
Date: April 16, 2021 | By: | /s/ Michael B. Jebsen | |
Michael B. Jebsen | |||
President and Chief Financial Officer (On behalf of the Registrant and as Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name | Title | Date | |
/s/ Anthony DiTonno Anthony DiTonno | Chief Executive Officer and Director (Principal Executive Officer) | April 16, 2021 | |
/s/ Michael B. Jebsen Michael B. Jebsen | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | April 16, 2021 | |
/s/ Stuart Rich Stuart Rich, MD | Chief Medical Officer and Director | April 16, 2021 | |
/s/ Ronald R. Blanck Ronald R. Blanck, DO | Director | April 16, 2021 | |
/s/ Gregory Pepin Gregory Pepin | Director | April 16, 2021 | |
/s/ James Mitchum James Mitchum | Director | April 16, 2021 | |
/s/ Chris A. Rallis Chris A. Rallis | Director | April 16, 2021 | |
/s/ Gerald Proehl Gerald Proehl | Director | April 16, 2021 | |
/s/ June Almenoff June Almenoff, MD | Director | April 16, 2021 | |
/s/ Declan Doogan Declan Doogan, MD | Director | April 16, 2021 | |
/s/ Michael Davidson Michael Davidson, MD | Director | April 16, 2021 | |
/s/ Steven Boyd Steven Boyd | Director | April 16, 2021 | |
/s/ Keith Maher Keith Maher, MD | Director | April 16, 2021 |