Item 1.01. Entry into a Material Definitive Agreement.
The applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
As consideration for the Merger, the stockholders of PHPM received (i) 1,892,905
shares of the Company's common stock ("Common Stock"), and (ii) 10,232 shares of
the Company's Series B convertible preferred stock, which are convertible into
up to an aggregate of 10,232,000 shares of Common Stock ("Preferred Stock")
(collectively, the "Merger Consideration"). The issuance of 1,212,492 shares of
Common Stock issuable upon conversion of the Preferred Stock, representing
approximately 10% of the Merger Consideration, will be delayed as security for
closing adjustments and post-closing indemnification obligations of PHPM and the
stockholders of PHPM. Each share of Preferred Stock will automatically convert
into (i) 881.5 shares of Common Stock following receipt of the approval of the
stockholders of the Company for the Conversion (as defined herein), and (ii)
118.5 shares of Common Stock 24 months after the date of issuance of the
Preferred Stock, subject to reduction for indemnification claims. The number of
shares of Common Stock into which the Preferred Stock converts is subject to
adjustment in the case of stock splits, stock dividends, combinations of shares
and similar recapitalization transactions. The Preferred Stock does not carry
dividends or a liquidation preference. The Preferred Stock carries voting rights
aggregating 4.99% of the Company's Common Stock voting power immediately prior
to the closing of the Merger. The rights, preferences and privileges of the
Preferred Stock are set forth in the Certificate of Designation of Series B
Convertible Preferred Stock that the Company filed with the Secretary of State
of the
Pursuant to the Merger Agreement, the Company must, no later than
The terms of the Merger Agreement also require the board of directors of the
Company (the "Board") to, subject to the Board's fiduciary duties under
applicable law, (i) recommend to the Company's stockholders that they approve
the Conversion at any meeting of the Company's stockholders called for the
approval of the Conversion, and (ii) use reasonable best efforts to solicit from
the Company's stockholders, the affirmative vote of the holders of shares
representing a majority of the shares of the Company's capital stock voting in
person or by proxy at any such meeting. A vote on the Conversion is expected to
take place at the Company's next annual meeting of stockholders. In addition,
(i) at the Company's first regularly scheduled Board meeting following the
closing of the Merger, the Board must appoint one director designated by the
Representative to serve on the Board, and (ii) as promptly as practicable after
the Company has obtained stockholder approval for the Conversion, the Board must
appoint two additional directors designated by the Representative to serve on
the Board. Dr.
In connection with the closing of the Merger, Dr.
The foregoing summaries of the Merger Agreement and the Preferred Stock do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement and the Certificate of Designation, respectively, copies of which are attached to this Current Report on Form 8-K as Exhibit 2.1 and Exhibit 4.1, respectively, and are incorporated herein by reference.
The Merger Agreement is incorporated by reference to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, PHPM or their respective subsidiaries and affiliates. The Merger Agreement contains . . .
Item 3.02. Unregistered Sales of
The applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The Common Stock and Preferred Stock issued as Merger Consideration were issued and sold without registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder in that (i) the securities were issued to accredited investors or not more than 35 unaccredited investors, (ii) the disclosure requirements of Rule 502(b) of Regulation D were met, and (iii) the offer and sale of the shares were not accomplished by means of any general solicitation or general advertising.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In connection with his appointment, the Company entered into an employment
agreement with
The Employment Agreement is effective for a one-year term, and automatically
renews for additional one-year terms, unless the Employment Agreement is
terminated in advance of renewal or either party gives notice at least 90 days
prior to the end of the then current term of an intention not to renew. If
For purposes of the Employment Agreement: (i) "cause" includes (a) a willful
material breach of the Employment Agreement by
The Employment Agreement with
Item 7.01. Regulation FD Disclosure.
On
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(a)
Financial statements of business acquired.
The financial statements required to be filed as part of this Current Report on
Form 8-K will be filed by amendment to this Current Report as soon as
practicable but not later than
(b)
Pro forma financial information.
The pro forma financial information required to be filed as part of this Current
Report on Form 8-K will be filed by amendment to this Current Report as soon as
practicable but not later than
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger amongPHPrecisionMed Inc. ,Tenax Therapeutics, Inc. ,Life Newco II, Inc. , and Dr.Stuart Rich datedJanuary 15, 2021 . 4.1 Certificate of Designation of Series B Convertible Preferred Stock. 10.1 Employment Agreement with Dr.Stuart Rich datedJanuary 15, 2021 . 99.1 Press Release datedJanuary 19, 2021 .
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