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Tenax Therapeutics Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

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Tenax Therapeutics (Nasdaq: TENX) awarded inducement option grants to four newly hired non-executive employees between April 28, 2026 and June 1, 2026. The aggregate award equals 657,500 non-qualified stock options with exercise prices set at each hire date's Nasdaq close.

Vesting: 25% on the first anniversary, then 36 substantially equal monthly installments thereafter, subject to continued service. Grants were approved by the Board's Compensation Committee and issued outside the company's stockholder-approved equity incentive plan per Nasdaq Listing Rule 5635(c)(4).

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Positive

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Negative

  • None.

News Market Reaction – TENX

+2.49%
+2.49% Session close to close

In the May 11 session, TENX gained 2.49%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details inducement grants of 657,500 non-qualified stock options to four new hires...
Analysis

This announcement details inducement grants of 657,500 non-qualified stock options to four new hires under Nasdaq Listing Rule 5635(c)(4), with service-based vesting over four years. It continues a series of governance and hiring updates following recent CFO and CCO appointments. Investors may track how these hires support Phase 3 programs and commercialization plans, while also monitoring use of the effective $300,000,000 shelf registration filed on Mar 24, 2026.

Key Figures

Current share price: $11.65 52-week high: $18.38 52-week low: $5.34 +5 more
8 metrics
Current share price $11.65 Prior to inducement grant news
52-week high $18.38 Pre-news trading range reference
52-week low $5.34 Pre-news trading range reference
Today’s volume 787,107 shares Compared with 20-day average 608,964 shares
Inducement option grants 657,500 options Non-qualified stock options granted to four new hires
Initial vesting portion 25% Vests on first anniversary of grant date
Remaining vesting schedule 36 installments Monthly vesting after first anniversary, service-based
Number of new employees 4 employees Non-executive hires in clinical, medical, development, commercial roles

Historical Context

5 past events · Latest: May 04 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 04 Executive appointment Positive +4.2% Appointment of Chief Commercial Officer to lead upcoming commercialization efforts.
Apr 22 Executive appointment Positive -1.5% New CFO with inducement equity awards under Nasdaq Rule 5635(c)(4).
Mar 10 Earnings and update Positive +31.7% Phase 3 progress, cash of $97.6M, operations funded through 2027.
Mar 03 Conference participation Neutral -1.7% Participation in Leerink Partners Global Healthcare Conference fireside chat.
Feb 04 Conference participation Neutral +1.4% Presentation at Guggenheim Emerging Outlook Biotech Summit 2026.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news with clear operational or financial significance (earnings, senior hires) has often aligned with price direction, while some management changes have seen short-term divergence.

Recent Company History

Over the past few months, Tenax reported multiple corporate milestones. Earnings on Mar 10, 2026 highlighted Phase 3 progress, 230 patients randomized and cash of $97.6M, with the stock rising 31.67%. Executive appointments for CFO and CCO in April–May showed mixed short-term reactions, including a 4.23% gain on the CCO hire and a modest decline on the CFO news. Conference participation headlines in February and March elicited only small moves. Today’s inducement option grants follow this pattern of governance and personnel-related updates.

Key Terms

nasdaq listing rule 5635(c)(4), non-qualified stock options, equity incentive plan
3 terms
nasdaq listing rule 5635(c)(4) regulatory
"The Awards were each approved ... in accordance with Nasdaq Listing Rule 5635(c)(4)"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
non-qualified stock options financial
"non-qualified stock options to purchase 657,500 shares of the Company's common stock"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
equity incentive plan financial
"were granted outside of the Company's stockholder-approved equity incentive plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CHAPEL HILL, N.C., May 08, 2026 (GLOBE NEWSWIRE) -- Tenax Therapeutics, Inc. (Nasdaq: TENX) (“Tenax” or “Tenax Therapeutics” or the “Company”), a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies, today announced it has awarded or will award inducement option awards between April 28, 2026 and June 1, 2026 as material inducements to the employment of four non-executive individuals newly hired by the Company in various clinical operations, medical, product development, and commercial roles.

The employees received or will receive, in the aggregate, non-qualified stock options to purchase 657,500 shares of the Company's common stock with an exercise price equal to the closing price of the Company's common stock as reported by Nasdaq on the start date of each respective employee, 25% of which will vest and become exercisable on the first anniversary of the grant date, and the remaining underlying shares will vest in 36 substantially equal installments each month thereafter, subject to the employee's continued service with the Company through each applicable vesting date; collectively, the "Awards."

The Awards were each approved by the Board's Compensation Committee, which is comprised solely of independent directors, as material inducements to the employees entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) and were granted outside of the Company's stockholder-approved equity incentive plan.

About Tenax Therapeutics

Tenax Therapeutics, Inc. is a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies. The Company owns global rights to develop and commercialize levosimendan, including TNX-103 (oral levosimendan) which it is developing for the treatment of PH-HFpEF, the most prevalent form of pulmonary hypertension globally, for which no product has been approved to date. For more information, visit www.tenaxthera.com. Tenax Therapeutics’ common stock is listed on The Nasdaq Stock Market LLC under the symbol “TENX”.

Caution Regarding Forward-Looking Statements

Except for historical information, all of the statements, expectations and assumptions contained in this press release are forward-looking statements. These forward-looking statements may include information concerning possible or projected future business operations. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: our ability to maintain our culture and recruit, integrate and retain qualified personnel and advisors, including our executives and on our Board of Directors; risks of our clinical trials, including, but not limited to, the timing, delays, costs, design, location, initiation, enrollment, and results of such trials; any delays in regulatory review and approval of product candidates in development; risks related to our business strategy, including the prioritization and development of product candidates; our estimates regarding the potential market opportunity for our product candidates; reliance on third parties, including Orion Corporation, our manufacturers and CROs; risks regarding the formulation, production, marketing, customer acceptance and clinical utility of our product candidates; the potential advantages of our product candidates; our competitive position; intellectual property risks; volatility and uncertainty in the global economy and financial markets in light of unexpected changes in tariffs and the possibility of pandemics, global financial and geopolitical uncertainties, including in the Middle East and the Russian invasion of and war against the country of Ukraine; risks associated with our cash needs; changes in legal, regulatory and legislative environments in the markets in which we operate, and the impact of these changes on our ability to obtain regulatory approval for our products; and other risks and uncertainties set forth from time to time in our SEC filings. Tenax Therapeutics assumes no obligation and does not intend to update these forward-looking statements except as required by law.

Contacts

Investor and Media:

Argot Partners
tenax@argotpartners.com


FAQ

What did Tenax Therapeutics (TENX) announce on May 8, 2026 about inducement grants?

Tenax announced aggregate inducement option awards of 657,500 shares for four new non-executive hires. According to the company, grants were made between April 28, 2026 and June 1, 2026 and approved by the independent Compensation Committee.

How are the Tenax (TENX) inducement options structured and when do they vest?

The options vest 25% on the first anniversary of each grant, then monthly over 36 months. According to the company, the remaining shares vest in 36 substantially equal monthly installments subject to continued service.

What exercise price applies to the Tenax (TENX) inducement option awards?

Exercise price equals the Nasdaq closing price on each employee's start date. According to the company, each option's strike was set at the closing price reported by Nasdaq on that grant start date.

Were Tenax (TENX) inducement awards approved under the existing equity plan?

No, the awards were granted outside the company's stockholder-approved equity incentive plan. According to the company, the Compensation Committee approved the grants under Nasdaq Listing Rule 5635(c)(4).

Who approved the inducement grants at Tenax Therapeutics (TENX)?

The Board's Compensation Committee, composed solely of independent directors, approved the inducement grants. According to the company, approval was made in accordance with Nasdaq Listing Rule 5635(c)(4).