Tenax updates executive severance protections

Tenax Therapeutics updated its executive employment agreements and adopted new company-wide severance and change in control plans.

Rhea-AI Filing Summary

Tenax Therapeutics updated its executive employment agreements and adopted new company-wide severance and change in control plans. The Board approved amendments for Christopher Giordano, Thomas Staab, and Stuart Rich that align their severance and equity vesting protections with the new plans.

Outside a change in control, each executive may receive 12 months of base salary plus up to 12 additional months based on tenure, a pro-rated target bonus, and 12 months of COBRA reimbursements, with full equity acceleration for Dr. Rich. If a qualifying termination occurs from three months before to 12 months after a change in control, Mr. Giordano can receive 18 months of salary and COBRA reimbursements, while all three receive at least 12 months of salary, a full target bonus, and accelerated vesting.

The company also adopted a Change in Control Plan offering double-trigger equity acceleration and cash severance, and a Severance Plan for terminations without cause, both for eligible employees other than executive officers and conditioned on a release of claims.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Base salary severance (no CIC): 12–24 months of base salary COBRA coverage (no CIC): 12 months Base salary severance (CIC window): 12 months +3 more

6 metrics

Base salary severance (no CIC) 12–24 months of base salary 12 months plus 1 month per completed year, up to 12 extra months

COBRA coverage (no CIC) 12 months COBRA reimbursements or benefits payments for qualifying terminations not in connection with a change in control

Base salary severance (CIC window) 12 months For qualifying terminations from 3 months before to 12 months after a change in control for executives other than Mr. Giordano

Giordano CIC severance 18 months of base salary Base salary continuation on qualifying termination in the change in control window

Giordano CIC COBRA period 18 months COBRA reimbursements or benefits payments on qualifying termination in change in control window

CIC protection window 3 months before to 12 months after Period around a Change in Control in which qualifying terminations trigger CIC Plan benefits

Key Terms

Change in Control, Good Reason, CIC Plan, Severance Plan, +2 more

6 terms

Change in Control financial

"During the period beginning three months prior to and ending 12 months immediately following a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Good Reason financial

"terminated by the Company without Cause, by Mr. Giordano, Dr. Rich or Mr. Staab for Good Reason"

CIC Plan financial

"adopted the CIC Plan and Severance Plan. The CIC Plan provides “double trigger” equity acceleration"

Severance Plan financial

"The Severance Plan provides severance benefits to eligible employees of the Company"

A severance plan is a company policy that spells out the pay, benefits and other support employees receive if their jobs are ended, voluntarily or involuntarily. For investors it matters because these plans create predictable cash costs and legal obligations—like a planned payout schedule or a shoe-box emergency reserve—and can signal how well management handles workforce changes, governance risk and future cash flow needs.

double trigger financial

"The CIC Plan provides “double trigger” equity acceleration and cash severance benefits"

COBRA reimbursements financial

"and (iii) 12 months of COBRA reimbursements or benefits payments, as applicable"

FAQ

What did Tenax Therapeutics (TENX) change in its executive contracts?

Tenax Therapeutics amended employment agreements for its CEO and two senior executives to enhance severance protections, including extended salary continuation, target bonus payouts, and COBRA reimbursement, especially around change in control events, subject to signing a release of claims.

How much severance can Tenax executives receive without a change in control?

If terminated without cause or not renewed outside a change in control, each covered executive may receive 12 months of base salary plus up to 12 additional months based on service, a pro-rated target annual bonus, and 12 months of COBRA reimbursements or benefits payments.

What severance applies to Tenax executives after a change in control?

For qualifying terminations from three months before to 12 months after a change in control, executives receive at least 12 months of base salary, a full target bonus, accelerated vesting of all equity awards, and 12 months of COBRA reimbursements, with Mr. Giordano instead eligible for 18 months of salary and COBRA.

Who is covered by Tenax Therapeutics’ new Change in Control Plan?

The Change in Control Plan covers eligible employees other than executive officers. It provides double-trigger benefits, meaning cash severance and full equity vesting only if they are terminated without cause or resign for good reason within a window around a qualifying change in control.

What does Tenax’s new Severance Plan provide for non-executive employees?

The Severance Plan offers cash severance to eligible non-executive employees whose employment is terminated by the company without cause, independent of any change in control. Severance amounts depend on an employee’s tenure and level and require execution of a release of claims.

Are Tenax executive officers eligible under the new CIC and Severance Plans?

Tenax executive officers are excluded from the new Change in Control and Severance Plans. Instead, their individual employment agreements have been amended to provide severance and change in control benefits that are generally based on, and aligned with, those plans’ structures.

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

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Accepted by SEC EDGAR 06/29/2026 - 04:40 PM Learn about SEC filing dates

false 0000034956 0000034956 2026-06-26 2026-06-26

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 26, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Employment Agreement Amendments

On June 26, 2026, the Board of Directors (the “Board”) of Tenax Therapeutics, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved amendments to the employment agreements of Christopher Giordano, Thomas Staab, and Stuart Rich (collectively, the “Employment Agreement Amendments”). Each of these executives is party to an individual employment agreement with the Company and is not eligible to participate in the newly adopted Tenax Therapeutics, Inc. Change in Control Plan (the “CIC Plan”) and Tenax Therapeutics, Inc. Severance Plan (the “Severance Plan”) (each as described below). The Employment Agreement Amendments amend the existing employment agreements to provide severance and other benefits that are generally based on the severance and change in control benefits that each such executive would be eligible to receive under the CIC Plan and the Severance Plan, as applicable. Each executive’s entitlement to these payments is conditioned upon execution of a release of claims.

Terminations Not in Connection with a Change in Control

In the event Mr. Giordano, Dr. Rich or Mr. Staab’s employment is terminated by the Company without Cause, or if the Company elects not to renew the executive’s respective Employment Agreement not in connection with a Change in Control (as each term is defined in the Employment Agreement Amendments), Mr. Giordano, Dr. Rich or Mr. Staab will each be entitled to receive (i) 12 months of base salary, plus an additional month of base salary for each completed year of service with the Company, up to a maximum of 12 additional months, (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) 12 months of COBRA reimbursements or benefits payments, as applicable. In addition, Dr. Rich will be entitled to receive accelerated vesting of all outstanding equity-based compensation awards.

Terminations in Connection with a Change in Control

During the period beginning three months prior to and ending 12 months immediately following a Change in Control, in the event Mr. Giordano, Dr. Rich or Mr. Staab’s employment is terminated by the Company without Cause, by Mr. Giordano, Dr. Rich or Mr. Staab for Good Reason, or if the Company elects not to renew the executive’s respective Employment Agreement, Mr. Giordano, Dr. Rich or Mr. Staab will be entitled to receive: (i) 12 months of base salary (18 months in the case of Mr. Giordano), (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, (iii) accelerated vesting of all outstanding equity-based compensation awards, and (iv) 12 months of COBRA reimbursements or benefits payments (18 months in the case of Mr. Giordano), as applicable.

The foregoing descriptions of the Employment Agreement Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01 Other Events.

Adoption of Change in Control Plan and Severance Plan

On June 26, 2026, the Board, upon the recommendation of the Compensation Committee, adopted the CIC Plan and Severance Plan.

The CIC Plan provides “double trigger” equity acceleration and cash severance benefits to eligible employees of the Company in connection with a change in control transaction. The CIC Plan provides that benefits are payable only upon a termination by the Company without Cause or by the eligible employee for Good Reason occurring up to three months prior to or within 12 months following a Change in Control (each term as defined in the CIC Plan). Upon a qualifying termination, all outstanding equity awards held by the eligible employee are subject to accelerated vesting. Cash severance benefits upon a qualifying termination are determined based on the employee’s level within the Company.

The Severance Plan provides severance benefits to eligible employees of the Company whose employment is terminated by the Company without Cause, independent of any change in control transaction. Cash severance benefits under the Severance Plan are determined based on the employee’s tenure and level within the Company.

Benefits under each of the CIC Plan and the Severance Plan are conditioned upon the eligible employee’s execution of a release of claims.

The Company’s executive officers are not eligible for benefits under the CIC Plan or Severance Plan. They are covered by individual employment agreements, which were amended to provide severance and other benefits generally based on the CIC Plan and Severance Plan, as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 1 to Employment Agreement, by and between Tenax Therapeutics, Inc. and Christopher Giordano
10.2		Amendment No. 1 to Employment Agreement, by and between Tenax Therapeutics, Inc. and Thomas Staab
10.3		Amendment No. 3 to Employment Agreement, by and between Tenax Therapeutics, Inc. and Stuart Rich
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.

TENAX THERAPEUTICS, INC.
By:		/s Christopher Giordano
Name:		Christopher Giordano
Title:		Chief Executive Officer
Date:		June 29, 2026

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 32.3 KB
• EX-10.2 EX-10.2 28.9 KB
• EX-10.3 EX-10.3 32.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB