Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): November 30, 2023   TENAX THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)   Delaware 001-34600 26-2593535 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)   101 Glen Lennox Drive , Suite 300 Chapel Hill , North Carolina 27517 (Address of principal executive offices) (Zip Code)   919 - 855-2100 (Registrant’s telephone number, including area code)   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 5.07 Submission of Matters to a Vote of Security Holders.   On November 30, 2023, Tenax Therapeutics, Inc. (the “Company”) convened the Company’s special meeting of stockholders (the “Special Meeting”). At the Special Meeting, stockholders voted on the proposal to approve an amendment to the Company’s certificate of incorporation, as amended, to authorize a reverse stock split of each issued and outstanding share of the Company’s common stock by a ratio of not less than one-for-ten (1:10) and not more than one-for-eighty (1:80), with the exact ratio to be determined by the Board in its sole discretion. The Board may implement or abandon this amendment no later than November 30, 2024.  The vote for this proposal was 6,198,812 shares for, 5,364,151 shares against, 23,186 shares abstaining, and no broker non-votes.   In addition, at the Special Meeting, stockholders approved the proposal regarding the adjournment of the Special Meeting, if necessary, to permit further solicitation and vote of proxies, if there are not sufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the proposal presented at the Special Meeting (the “Adjournment Proposal”). The Adjournment Proposal was approved at the Special Meeting, with a vote of 6,308,531 shares for, 5,052,193 shares against, 225,425 shares abstaining, and no broker non-votes. The Special Meeting was not adjourned.     2     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: December 1, 2023 Tenax Therapeutics, Inc.             By: /s/ Christopher T. Giordano        Christopher T. Giordano       President and Chief Executive Officer       3