Tenax Therapeutics (NASDAQ: TENX) hires new CFO Thomas Staab with equity grants
Rhea-AI Filing Summary
Tenax Therapeutics is appointing Thomas R. Staab, II as Chief Financial Officer effective May 11, 2026, replacing interim CFO Thomas McGauley after the company files its Quarterly Report for the quarter ended March 31, 2026. Mr. McGauley will continue as a consultant through at least the end of May 2026.
Under an executive employment agreement, Mr. Staab will receive a $428,000 annual base salary and a target bonus equal to 45% of salary, plus inducement equity awards of 10,000 restricted stock units and options to purchase 450,000 shares of common stock, with multi‑year vesting and severance protections of nine to twelve months’ salary, bonus and COBRA reimbursements depending on termination circumstances.
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8-K Event Classification
Key Figures
Key Terms
Inducement Awards financial
Nasdaq Listing Rule 5635(c)(4) regulatory
Corporate Transaction financial
COBRA reimbursements financial
restricted stock units financial
principal financial officer financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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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.
Appointment of Chief Financial Officer
On April 22, 2026, Tenax Therapeutics, Inc. (the “Company”) announced the appointment of Thomas R. Staab, II as Chief Financial Officer of the Company effective May 11, 2026 (the “Start Date”). The Company’s current Interim Chief Financial Officer, Thomas A. McGauley, will continue as the Company’s principal financial officer and principal accounting officer through the filing of the Company’s upcoming Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”). Following the filing of the Form 10-Q, Mr. Staab will be responsible for the Company’s accounting and finance functions and will serve as the Company’s principal financial officer and principal accounting officer.
Mr. Staab, 58, has more than twenty-five years of financial and executive experience in the healthcare industry. Before joining the Company, Mr. Staab served as Chief Financial Officer to LENSAR, Inc. (NASDAQ: LNSR) from May 2020 until May 2026. Prior to joining LENSAR, Mr. Staab served as a Senior Vice President, Chief Financial Officer and Treasurer at BioCryst Pharmaceuticals, Inc. (NASDAQ: BCRX) from July 2011 to February 2020. Prior to BioCryst, Mr. Staab served as Executive Vice President, Chief Financial Officer and Treasurer of Inspire Pharmaceuticals from May 2003 through its acquisition by Merck & Co., Inc. in May 2011, and acting Chief Financial Officer and Treasurer at Triangle Pharmaceuticals, Inc. through its acquisition by Gilead Sciences, Inc. in 2003. Before joining the healthcare industry, Mr. Staab spent eight years working for PricewaterhouseCoopers LLP providing audit and business advisory services to national and multi-national corporations in various industries. He is a Certified Public Accountant and received a B.S. in Business Administration and a Master of Accounting from the University of North Carolina at Chapel Hill.
The Company entered into an executive employment agreement with Mr. Staab (the “Employment Agreement”), effective May 11, 2026. Under the Employment Agreement, Mr. Staab will receive an annual base salary of $428,000 and an annual bonus with a target of 45% of his base salary. As an inducement to entering into the Employment Agreement, Mr. Staab will receive equity incentive awards consisting of (i) an award of 10,000 restricted stock units (the “RSU Award”), and (ii) an award of options to purchase 450,000 shares of common stock (the “Option Award”). One quarter of the RSU Award will vest 10 days after the Start Date, with the remainder vesting in three equal installments on the four-month, eight-month, and twelve-month anniversaries of the Start Date. One quarter of the Option Award will vest on the first anniversary of the Start Date, with the remainder vesting in 36 approximately equal installments on the monthly anniversaries thereafter. The Inducement Awards are subject to the terms set forth in the Inducement Restricted Stock Unit Award Agreement and Inducement Option Award Agreement. The Inducement Awards were approved by the Compensation Committee of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
The Employment Agreement is effective for a one-year term, and automatically renews for additional one-year terms, unless either party gives at least 90 days’ notice prior to the end of the then-current term of an intention not to renew. In the event Mr. Staab’s employment is terminated by the Company without Cause, by Mr. Staab for Good Reason, or if the Company elects not to renew the Employment Agreement not in connection with a Corporate Transaction (as each term is defined in the Employment Agreement), Mr. Staab will be entitled to receive: (i) nine months of base salary, (ii) a pro-rated amount of the annual bonus that he would have received had 100% of goals been achieved for the fiscal year in which such termination occurs, and (iii) nine months of COBRA reimbursements or benefits payments, as applicable. During the one-year period immediately following a Corporate Transaction, in the event Mr. Staab’s employment is terminated by the Company without Cause, by Mr. Staab for Good Reason, or if the Company elects not to renew the Employment Agreement, Mr. Staab will be entitled to receive: (i) 12 months of base salary, (ii) the amount of the annual bonus that he would have received had 100% of goals been achieved for the fiscal year in which such termination occurs, and (iii) 12 months of COBRA reimbursements or benefits payments, as applicable. Mr. Staab’s entitlement to these payments is conditioned upon execution of a release of claims.
The foregoing description of the Employment Agreement, RSU Award and Option Award does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, Form of Inducement Restricted Stock Unit Award Agreement and Form of Inducement Option Award Agreement, copies of which are filed as Exhibits 10.1. 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Mr. Staab has no familial relationships with any executive officer or director of the Company. There have been no transactions in which the Company has participated and in which Mr. Staab had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Resignation of Interim Chief Financial Officer
On April 21, 2026, in connection with the appointment of Mr. Staab as Chief Financial Officer of the Company, Mr. McGauley submitted his resignation as the Company’s Interim Chief Financial Officer, effective May 10, 2026. Under the terms of the Company’s existing consulting agreement with Danforth Advisors, LLC (the “Danforth Consulting Agreement”), Mr. McGauley will continue to provide consulting services to the Company as Mr. Staab transitions into his new role until at least the end of May 2026, including but not limited to continuing to serve as the Company’s principal financial officer and principal accounting officer until the filing of the Form 10-Q.
The description of the Danforth Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Danforth Consulting Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On April 22, 2026, the Company issued a press release announcing the appointment of Mr. Staab as Chief Financial Officer and the issuance of employment inducement stock options to Mr. Staab. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Executive Employment Agreement with Thomas R. Staab, II, dated April 9, 2026. | |
| 10.2 | Form of Inducement Restricted Stock Unit Award Agreement. | |
| 10.3 | Form of Inducement Stock Option Award Agreement (incorporated by reference to Exhibit 10.26 to the Company’s Form 10-K for the period ended December 31, 2024, filed with the SEC on March 25, 2025). | |
| 10.4 | Consulting Agreement dated October 14, 2021, by and between Tenax Therapeutics, Inc. and Danforth Advisors, LLC (certain confidential portions (as indicated therein) of this exhibit have been omitted) (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K for the period ended December 31, 2021, filed with the SEC on March 29, 2022). | |
| 99.1 | Press Release dated April 22, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: April 22, 2026 | Tenax Therapeutics, Inc. | |||||
| By: | /s/ Christopher T. Giordano | |||||
| Christopher T. Giordano | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Tenax Therapeutics Appoints Thomas R. Staab, II as Chief Financial Officer
Mr. Staab has over 25 years of financial and executive experience across the healthcare industry
CHAPEL HILL, N.C., Apr. 22, 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, announced today the appointment of Thomas R. Staab, II as Chief Financial Officer (CFO), effective May 11, 2026. Mr. Staab brings over 25 years of leadership experience across management and corporate finance roles in the healthcare industry. He will replace Thomas McGauley, who has served as interim CFO since December 2024.
“Tom brings decades of experience as a CFO, leading strategic finance functions, growing and integrating organizations, and launching products at multiple healthcare companies. He joins at a crucial moment in Tenax’s evolution, as we expand our registrational program globally and begin building out strategic capabilities key to levosimendan’s future as potentially the first available therapy for PH-HFpEF patients,” said Chris Giordano, President and Chief Executive Officer of Tenax Therapeutics. “We are delighted to welcome Tom and look forward to leveraging his considerable knowledge of the biotech investment world, and his C-suite experience in biotech, as we advance TNX-103 over the coming years.”
Mr. Giordano added, “Our interim CFO, Tom McGauley, has done a phenomenal job modernizing and growing our finance organization during a vital period of expansion. The Board and I are grateful for his tireless focus on finance and operational execution, and the strategic guidance he has provided Tenax on so many levels.”
“I am excited to join Tenax and support an organization focused on developing a novel, potential first-in-class therapy for an indication with such a significant unmet need,” said Mr. Staab. “I look forward to partnering with the leadership team and Board of Directors to position the company for long-term success.”
Mr. Staab is a highly qualified healthcare executive with over 25 years in various financial leadership positions at publicly-listed companies. He most recently served as CFO and Secretary of LENSAR until May 2026, and Senior Vice President, CFO and Treasurer at BioCryst Pharmaceuticals from July 2011 to February 2020. Prior to BioCryst, Mr. Staab served as Executive Vice President, CFO and Treasurer at Inspire Pharmaceuticals through its approximately $430 million acquisition by Merck. Previously, he served as acting CFO and Treasurer at Triangle Pharmaceuticals through its $464 million acquisition by Gilead. Before joining the healthcare industry, Mr. Staab worked for PricewaterhouseCoopers providing audit and business advisory services to national and multi-national corporations in various industries. He received a BS in Business Administration and a Master of Accounting from the University of North Carolina at Chapel Hill. Mr. Staab is a Certified Public Accountant.
Tenax Therapeutics also announced the issuance of inducement equity awards to Mr. Staab in connection with his appointment to the position of CFO of the Company to be granted on May 11, 2026. The inducement equity awards consist of (i) an award of 10,000 restricted stock units, and (ii) an award of options to purchase 450,000 shares of common stock. One quarter of the restricted stock unit award will vest 10 days after Mr. Staab’s start date, with the remainder vesting in three equal installments on the four-month, eight-month, and twelve-month anniversaries of the start date. One quarter of the option award will vest on the first anniversary of Mr. Staab’s start date, with the remainder vesting in 36 approximately equal installments on the monthly anniversaries thereafter. The vesting of both awards is subject to Mr. Staab’s continued employment with the Company through each applicable vesting date. The exercise price for the option award will be the closing price of the Company’s common stock on the date of grant. The award was approved in accordance with Nasdaq Listing Rule 5635(c)(4).
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.
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