Tenax Therapeutics : Delisting/Transfer of Listing (Form 8-K)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 9, 2021, Tenax Therapeutics, Inc. (the 'Company') notified the Nasdaq Stock Market LLC ('Nasdaq') that, as a result of James Mitchum's resignation from the Company's Board of Directors (the 'Board') and the Audit and Compliance Committee of the Board (as described below in Item 5.02 of this Current Report on Form 8-K), the Company is no longer 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. On September 10, 2021, the Company received a response letter from Nasdaq acknowledging the Company's non-compliance with Nasdaq Listing Rule 5605(c)(2)(A) due to Mr. Mitchum's resignation. The Nasdaq letter further provided that pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), which cure period will expire upon the earlier of the Company's next annual stockholders' meeting or September 8, 2022; provided, however, if the next annual stockholders' meeting is held before March 7, 2022, then the cure period will expire on March 7, 2022. The Company has commenced a search for a new director who will serve on the Audit and Compliance Committee as an independent director, and expects to regain compliance with the audit committee composition requirements of Nasdaq Listing Rule 5605(c)(2)(A) by or before the end of the cure period.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

b) On September 8, 2021, James Mitchum notified the Company that he is voluntarily resigning from the Board and its Audit and Compliance Committee and Compensation Committee, effective immediately. Mr. Mitchum's decision to resign was due to personal reasons and not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

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