UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): April 30,
2020
Tenax
Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-34600
|
|
26-2593535
|
(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)
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:
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
☐
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 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
April 30, 2020, Tenax Therapeutics, Inc., a Delaware corporation
(the “Company”), received a loan pursuant to the
Paycheck Protection Program under the Coronavirus Aid, Relief, and
Economic Security Act (the “CARES Act”), as
administered by the U.S. Small Business Administration (the
“SBA”). The loan in the principal amount of $244,657
(the “PPP Loan”) was disbursed by First Horizon Bank
(the “Lender”) pursuant to a promissory note issued by
the Company (the “Note”).
The
Note has a two-year term and bears interest at a fixed rate of
1.00% per annum. Monthly principal and interest payments, less the
amount of any potential forgiveness (discussed below), will
commence on December 30, 2020. The Company did not provide any
collateral or guarantees for the PPP Loan, nor did the Company pay
any facility charge to obtain the PPP Loan. The Note provides for
customary events of default, including, among others, those
relating to failure to make payment, bankruptcy, breaches of
representations, and material adverse effects. The Company may
prepay the principal of the PPP Loan at any time, subject to
certain notice requirements.
Under
the CARES Act, loan forgiveness is available for the sum of
documented payroll costs, covered rent payments, and covered
utilities during the eight-week period beginning on the approval
date of the PPP Loan. For purposes of the CARES Act, payroll costs
exclude compensation of an individual employee in excess of
$100,000, prorated annually. Not more than 25% of the forgiven
amount may be for non-payroll costs. Although the Company currently
believes that its use of the PPP Loan will meet the conditions for
forgiveness of the loan, the Company cannot assure that the PPP
Loan will be forgiven, in whole or in part.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are subject to the “safe harbor” created
by those sections. Forward-looking statements are based on
management’s beliefs and assumptions and on information
currently available to them. In some cases, you can identify
forward-looking statements by terminology such as
“may”, “will”, “should”,
“expects”, “plans”,
“anticipates”, “believes”,
“estimates”, “predicts”,
“potential”, or “continue” or the negative
of such terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties
and other factors, including, but not limited to, financial market
conditions; actions by the PPP Loan parties; changes by, or new
guidelines or interpretations by, the SBA or other governmental
authorities regarding the CARES Act, the Payroll Protection
Program, or related administrative matters; the Company’s
ability to comply with the terms of the PPP Loan and the CARES Act,
including to use the proceeds of the PPP Loan as described herein;
and the risks discussed in the Company’s Form 10-K for the
fiscal year ended December 31, 2019 that may cause the
Company’s or its industry’s actual results, levels of
activity, performance, or achievements to be materially different
from any future results, levels of activities, performance, or
achievements expressed or implied by such forward-looking
statements.
Although the Company believes that the expectations reflected in
the forward-looking statements are reasonable, it cannot guarantee
future results, levels of activity, performance, or achievements.
Moreover, neither the Company nor any other person assumes
responsibility for the accuracy and completeness of such
statements. The Company is under no duty to update any of the
forward-looking statements after the date of filing of this report
or to conform such statements to actual results, except as may be
required by law.
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: May 6, 2020
|
Tenax Therapeutics, Inc.
|
|
|
|
|
|
|
|
|
By: /s/ Michael B. Jebsen
|
|
|
Michael
B. Jebsen
|
|
|
President
and Chief Financial Officer
|
|
Tenax Therapeutics (NASDAQ:TENX)
Historical Stock Chart
From Apr 2024 to May 2024
Tenax Therapeutics (NASDAQ:TENX)
Historical Stock Chart
From May 2023 to May 2024