Submission of Matters to a Vote of Security Holders.
Tenax Therapeutics, Inc. (the "Company") held its Annual Meeting of Stockholders
on June 10, 2021 (the "Annual Meeting"). The stockholders considered the four
proposals described below, each of which is described in more detail in the
Company's definitive proxy statement dated April 30, 2021 (the "Proxy
Statement"). As of April 13, 2021, the record date for the Annual Meeting, there
were 14,969,312 shares of common stock issued, outstanding and entitled to vote.
At the Annual Meeting, 12,427,891 shares of common stock were represented in
person or by proxy, constituting a quorum. The final number of votes cast for
and against, as well as the number of abstentions and broker non-votes, with
respect to each proposal are set forth below.
Proposal 1: To elect the nine (9) director nominees described in the Proxy
Statement to the Company's Board of Directors to serve until the sooner of the
2022 Annual Meeting of the Company's Stockholders or the election and
qualification of their successors. The votes were cast as follows:
Item 1 For Withhold Broker Non-Votes
June Almenoff, MD, PhD 7,768,351 29,361 4,630,179
Steven Boyd
7,767,726 29,986 4,630,179
Michael Davidson, MD 7,768,124 29,588 4,630,179
Anthony A. DiTonno 7,766,971 30,741 4,630,179
Declan Doogan, MD 7,768,124 29,588 4,630,179
Keith Maher, MD 7,776,364 21,348 4,630,179
James Mitchum 7,767,058 30,654 4,630,179
Gerald T. Proehl 6,240,041 1,557,671 4,630,179
Stuart Rich, MD 7,767,382 30,330 4,630,179
All director nominees were duly elected.
Proposal 2: Approval to convert shares of our Series B convertible preferred
stock ("Series B Preferred Stock"), into shares of common stock. The votes were
cast as follows:
For (1) Against Abstain (1)
7,662,197 62,130 73,387
(1) Represents votes cast on Proposal 2 as received by the Company. For the
purpose of determining that Proposal 2 was approved pursuant to NASDAQ rules,
1,230,388 shares (representing the aggregate number of shares of common stock
issued in connection with the Agreement and Plan of Merger dated January 15,
2021, by and among the Company, Life Newco II, Inc., PHPrecisionMed Inc., and
Dr. Stuart Rich) that voted in favor of Proposal 2 were deemed to have
abstained.
Proposal 2 was approved.
Proposal 3: Approval of Amendment No. 2 to our 2016 Stock Incentive Plan to
increase the number of shares authorized for issuance under the plan by 750,000
shares.
For Against Abstain
7,605,237 126,618 65,860
Proposal 3 was approved.
Proposal 4: Ratification of the appointment of Cherry Bekaert LLP as our
independent registered public accounting firm for the fiscal year ending
December 31, 2021.
For Against Abstain
12,398,083 17,910 11,898
Proposal 4 was approved.
Item 8.01
Other Events
As previously reported on the Company's Form 8-K as filed on January 19, 2021,
the Company previously issued 10,232 shares of Series B Preferred Stock in
connection with the Merger Agreement (as defined above). As a result of the
approval of Proposal 2 as described above, and as further described in the Proxy
Statement, all shares of Series B Preferred Stock were automatically converted
into an aggregate of 10,232,000 shares of Common Stock. Of these newly issued
shares of Common Stock, 1,212,489 shares are subject to automatic reduction to
satisfy claims for indemnification under the Merger Agreement and to
restrictions on transfer until January 15, 2023. On June 11, 2021, immediately
following such conversion, the Company has 25,201,312 shares Common Stock
outstanding.
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