Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On January 26, 2022, the Board of Directors (the "Board") of Tenax
Therapeutics, Inc. (the "Company") appointed Robyn M. Hunter as a member of the
Board, effective January 28, 2022, to serve until the Company's 2022 annual
meeting of stockholders or until her successor is duly elected and qualified.
While the Board's Corporate Governance and Nominating Committee has not
formulated any specific minimum qualifications for director candidates, it has
determined certain desirable characteristics including strength of character,
mature judgment, career specialization, relevant technical skills, independence,
and diversity. After conducting a broad and thorough process, the Corporate
Governance and Nominating Committee recommended Ms. Hunter for appointment to
the Board.
The Board has determined that Ms. Hunter is an independent director under the
relevant SEC and Nasdaq Stock Market listing rules ("Nasdaq Listing Rules"). Ms.
Hunter further satisfies the heightened standard of independence under such
rules to serve as a member of the Audit and Compliance Committee and has been
designated as an "audit committee financial expert" as defined in Item 407(d)(5)
of Regulation S-K. Following Ms. Hunter's appointment, the Board remains
majority independent. Effective as of January 28, 2022, Ms. Hunter also joined
the Board's Audit and Compliance Committee, which is now comprised of Drs. June
Almenoff and Michael Davidson and Ms. Hunter (Chair).
Ms. Hunter will be compensated in accordance with the Company's compensation
program for independent directors, as set forth in its definitive proxy
statement for the 2021 annual meeting of stockholders filed with the SEC on
April 30, 2021.
Ms. Hunter, 60, has served as the Chief Financial Officer of Fortress Biotech,
Inc. since June 2017, and from August 2011 to June 2017, she served as the Vice
President and Corporate Controller of Fortress Biotech. From January 2006 to May
2011, Ms. Hunter served as Senior Vice President and Chief Financial Officer of
Schochet Associates, Inc. From August 2004 to January 2006, Ms. Hunter served as
the Corporate Controller for Indevus Pharmaceuticals, Inc. From 1990 to 2004,
Ms. Hunter held several positions from Accounting Manager to Vice President and
Treasurer of The Stackpole Corporation. Ms. Hunter holds a B.A. in Economics
from Union College in Schenectady, New York.
There have been no transactions in which the Company has participated and in
which Ms. Hunter had a direct or indirect material interest that would be
required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release regarding the appointment of Ms. Hunter to the Board
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events.
As disclosed in the Current Report on Form 8-K filed by the Company on September
14, 2021, the Company previously notified the Nasdaq Stock Market LLC that as a
result of the resignation of James Mitchum from the Board and from the Audit and
Compliance Committee of the Board, the Company was not in compliance with Nasdaq
Listing Rule 5605(c)(2)(A), which requires the Board's Audit and Compliance
Committee to be composed of at least three directors, all of whom are
independent pursuant to the Nasdaq Listing Rules and applicable law. As detailed
in Item 5.02 of this Current Report on Form 8-K, effective January 28, 2022, the
Board appointed Ms. Hunter as a member of the Board and as a member and Chair of
the Audit and Compliance Committee. As a result of her appointment, the Company
is again in compliance with Nasdaq Listing Rule 5605(c)(2)(A).
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated January 31, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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