Tenax Therapeutics, Inc. (NASDAQ:TENX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Tenax Therapeutics, Inc. (NASDAQ:TENX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 3, 2017, John P. Kelley resigned as the Chief Executive
Officer of Tenax Therapeutics, Inc. (the Company) and as a member
of the Companys Board of Directors (the Board) effective
immediately (the Effective Time). In connection with his
resignation, Mr. Kelley entered into a Separation and General
Release Agreement (the Separation Agreement), dated April 7,
2017. The terms of the Separation Agreement provide that Mr.
Kelley has the right to revoke the Separation Agreement until
April 19, 2017.
Under the Separation Agreement, Mr. Kelley is entitled to receive
severance in an amount equal to one year of his current base
annual salary and a pro-rated amount of his annual bonus that
would have been received had 100% of his annual goals been
achieved (less applicable taxes and withholdings), payable in a
lump sum on the 60th day following the Effective Separation Date
in exchange for a standard release of employment claims. The
Company will also reimburse COBRA premiums for coverage of Mr.
Kelley and his eligible dependents for up to 12 months if Mr.
Kelley timely and properly elects continuation coverage. The
Separation Agreement also contains such confidentiality
provisions and other terms and conditions as are usual and
customary for agreements of this type. All of Mr. Kelleys
obligations under his Employee Non-Disclosure, Inventions
Assignment, and Competitive Business Activities Agreement, dated
November 13, 2013, regarding confidentiality and proprietary
information will continue.
to the Separation Agreement, for the 12-month period following
the Effective Separation Date, Mr. Kelley will provide consulting
services as may be reasonably requested by the Company. The
parties intend that such services shall not exceed 20% of Mr.
Kelleys average amount of work time during the 36 month period
prior to the Effective Separation Date. Mr. Kelley will be paid a
consulting rate of $500 per hour for all services provided during
the consulting period.
On April 3, 2017, the Board appointed Michael B. Jebsen, the
Companys President and Chief Financial Officer, as Interim Chief
Executive Officer. Mr. Jebsen will continue to serve as the
Companys President and Chief Financial Officer. Mr. Jebsen first
joined the Company as its Accounting Manager in April 2009, and
was elected Chief Financial Officer, Executive Vice President
Finance and Administration in August 2009.Mr. Jebsen also served
as the Companys Interim Chief Executive Officer from August 2011
until November 2013. Before joining the Company, he was an
auditor with Grant Thornton, LLP from July 2003 through December
2005 and from April 2008 through April 2009. In addition, Mr.
Jebsen held various positions, including Chief Ethics Officer,
Senior Internal Auditor, and Senior Financial Analyst with RTI
International, a non-profit research and development
organization, from January 2006 to February 2008. Mr. Jebsen
holds a Master of Science in Accounting from East Carolina
University and is a Certified Public Accountant, licensed in
North Carolina.
In connection with Mr. Jebsens appointment as Interim Chief
Executive Officer, the Company will provide Mr. Jebsen with
additional compensation of $10,000 per month for each month that
he serves as Interim Chief Executive Officer. In addition, Mr.
Jebsen was granted, on the effective date of his appointment as
Interim Chief Executive Officer, a stock option to purchase
200,000 shares of the Companys common stock. The award will vest
over a four-year period, with 25% of the option award vesting on
the first four anniversaries of the grant date provided Mr.
Jebsen remains continuously employed with the Company through
each anniversary, however, the vesting of the stock option shall
accelerate and become fully vested upon the achievement of
specified performance goals.
The foregoing description of the Separation Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Separation Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference. A copy of the press
release announcing the resignation of Mr. Kelley as the Companys
Chief Executive Officer and as a member of the Board and Mr.
Jebsens appointment as Interim Chief Executive Officer is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01
Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Separation and General Release Agreement between the
Company and John P. Kelley.
99.1
Press Release dated April 5, 2017.


About Tenax Therapeutics, Inc. (NASDAQ:TENX)

Tenax Therapeutics, Inc. is a specialty pharmaceutical company. The Company is focused on identifying, developing and commercializing products for the critical care market. The Company’s main product is levosimendan. Levosimendan is a calcium sensitizer developed for intravenous use in hospitalized patients with acutely decompensated heart failure. Levosimendan represents therapeutic modalities for the treatment of Low Cardiac Output Syndrome (LCOS), septic shock and other critical care conditions. The therapeutic effects of levosimendan are mediated through increased cardiac contractility by calcium sensitization of troponin C, resulting in a positive inotropic effect, which is not associated with substantial increases in oxygen demand; opening of potassium channels in the vasculature smooth muscle, resulting in a vasodilatory effect on all vascular beds, and opening of mitochondrial potassium channels in cardiomyocytes, resulting in a cardioprotective effect.

Tenax Therapeutics, Inc. (NASDAQ:TENX) Recent Trading Information

Tenax Therapeutics, Inc. (NASDAQ:TENX) closed its last trading session down -0.019 at 0.485 with 598,137 shares trading hands.

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