Tenax Therapeutics (TENX) shareholders elect full board, ratify 2026 auditor

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8-K Event Classification

Key Figures

Key Terms

What did Tenax Therapeutics (TENX) stockholders decide at the 2026 annual meeting?

Who was elected to the Tenax Therapeutics (TENX) board in 2026 and for how long?

How did Tenax Therapeutics (TENX) stockholders vote on auditor ratification for 2026?

When was the Tenax Therapeutics (TENX) 2026 annual meeting of stockholders held?

What are broker non-votes in the Tenax Therapeutics (TENX) 2026 meeting results?

Did any Tenax Therapeutics (TENX) director nominee fail to receive majority support in 2026?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Tenax Therapeutics, Inc. reported the results of its 2026 annual meeting of stockholders held on June 2, 2026. Stockholders elected seven directors, including June Almenoff, Michael Davidson, Declan Doogan, Christopher T. Giordano, Robyn M. Hunter, Gerald T. Proehl, and Stuart Rich, each to serve a one-year term expiring in 2027.

Each director nominee received between 15,762,162 and 17,397,413 votes in favor, with additional withheld votes and 3,742,678 broker non-votes recorded for each. Stockholders also ratified the appointment of Cherry Bekaert LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026, with 21,304,543 votes for, 3,688 against, and 11,073 abstentions.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Votes for June Almenoff: 17,362,177 votes Votes for Michael Davidson: 15,762,162 votes Broker non-votes on director elections: 3,742,678 shares +3 more

6 metrics

Votes for June Almenoff 17,362,177 votes Director election at 2026 annual meeting

Votes for Michael Davidson 15,762,162 votes Director election at 2026 annual meeting

Broker non-votes on director elections 3,742,678 shares Each director election, June 2, 2026 meeting

Auditor ratification for-votes 21,304,543 votes Ratification of Cherry Bekaert LLP for 2026

Auditor ratification against-votes 3,688 votes Ratification of Cherry Bekaert LLP for 2026

Auditor ratification abstentions 11,073 votes Ratification of Cherry Bekaert LLP for 2026

annual meeting of stockholders, broker non-votes, independent registered public accounting firm, emerging growth company

4 terms

annual meeting of stockholders regulatory

"On June 2, 2026, Tenax Therapeutics, Inc. held its 2026 annual meeting of stockholders"

broker non-votes financial

"by the votes indicated below ... Broker Non-Votes 3,742,678"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/04/2026 - 04:10 PM

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): June 2, 2026

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 June 2, 2026, Tenax Therapeutics, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The following proposals were voted upon at the Annual Meeting and the final voting results with respect to each such proposal are set forth below.

Proposal 1: Election of Directors

The Company’s stockholders elected each of the following individuals to the Company’s Board of Directors for a one-year term expiring in 2027, or until his or her successor is duly elected and qualified, by the votes indicated below.


Members	For	Withheld	Broker Non-Votes
June Almenoff	17,362,177	214,449	3,742,678
Michael Davidson	15,762,162	1,814,464	3,742,678
Declan Doogan	17,394,626	182,000	3,742,678
Christopher T. Giordano	17,397,265	179,361	3,742,678
Robyn M. Hunter	17,394,848	181,778	3,742,678
Gerald T. Proehl	17,393,189	183,437	3,742,678
Stuart Rich	17,397,413	179,213	3,742,678

Proposal 2: Auditor Ratification

The Company’s stockholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the votes indicated below.


For	Against	Abstain	Broker Non-Votes
21,304,543	3,688	11,073	None

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.

Source: View Original Filing on SEC EDGAR

Stockholders elected seven directors to one-year terms and ratified the independent auditor. The board slate, including CEO Christopher T. Giordano, was approved, and Cherry Bekaert LLP was confirmed to audit the company for the year ending December 31, 2026.

Seven directors were elected for one-year terms expiring in 2027. The directors are June Almenoff, Michael Davidson, Declan Doogan, Christopher T. Giordano, Robyn M. Hunter, Gerald T. Proehl, and Stuart Rich, each serving until 2027 or until a successor is duly elected.

Stockholders ratified Cherry Bekaert LLP as independent registered public accounting firm. The vote totals were 21,304,543 shares for, 3,688 against, and 11,073 abstaining, with no broker non-votes reported for this proposal in the results disclosed.

The 2026 annual meeting of stockholders was held on June 2, 2026. At this meeting, shareholders voted on the election of seven directors and on the ratification of Cherry Bekaert LLP as the independent registered public accounting firm for the 2026 fiscal year.

Broker non-votes represent shares held by brokers that did not receive voting instructions from beneficial owners on non-routine matters. For each director election proposal, 3,742,678 broker non-votes were recorded, meaning those shares were not counted as for or against those nominees.

All seven director nominees received strong support from voting stockholders. Each nominee, including Michael Davidson who had the lowest for-vote total, received at least 15,762,162 votes for, exceeding the withheld votes reported for that nominee in the disclosed results.

Date: June 4, 2026

Tenax Therapeutics, Inc.

/s/ Christopher T. Giordano

Christopher T. Giordano

President and Chief Executive Officer

3 documents