Tenax (NASDAQ: TENX) CMO shifts to four-day schedule, pay prorated

Rhea-AI Filing Summary

Tenax Therapeutics, Inc. reported an update to the employment terms of its Chief Medical Officer, Dr. Stuart Rich. Effective January 1, 2026, Dr. Rich will devote an average of four days per week to his duties as Chief Medical Officer under a second amendment to his Executive Employment Agreement.

His annual base salary will be prorated to reflect this modified work schedule. The amendment was approved by the Board of Directors on December 22, 2025, and formally entered into on January 6, 2026. The complete terms are set out in the Second Amendment to Executive Employment Agreement, filed as Exhibit 10.1.

8-K Event Classification

2 items: 5.02, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

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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): January 6, 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. 

(e) On January 6, 2026, the Company and its Chief Medical Officer, Dr. Stuart Rich, entered into a second amendment to Dr. Rich’s Executive Employment Agreement dated January 15, 2021, as amended on June 12, 2024 (the “Employment Agreement Amendment”). Pursuant to the Employment Agreement Amendment, which the Board approved on December 22, 2025, Dr. Rich will devote an average of four days per week performing his duties as Chief Medical Officer of the Company, effective January 1, 2026, and his annual base salary will be prorated to reflect such modified work schedule. The foregoing summary of the Employment Agreement Amendment is subject to the full and complete terms of the Employment Agreement Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits. 

(d) Exhibits 

Exhibit No.		Description
10.1		Second Amendment to Executive Employment Agreement by and between Tenax Therapeutics, Inc. and Stuart Rich, MD, dated January 6, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: January 9, 2026	Tenax Therapeutics, Inc.
	By:	/s/ Christopher T. Giordano
		Christopher T. Giordano
		President and Chief Executive Officer

3

FAQ

What did Tenax Therapeutics (TENX) disclose in this 8-K?

Tenax Therapeutics disclosed a second amendment to the Executive Employment Agreement with its Chief Medical Officer, Dr. Stuart Rich, adjusting his work schedule and salary.

How is the Chief Medical Officer’s schedule changing at Tenax Therapeutics (TENX)?

Effective January 1, 2026, Dr. Stuart Rich will devote an average of four days per week performing his duties as Chief Medical Officer of Tenax Therapeutics.

How will Dr. Stuart Rich’s compensation be affected under the new agreement with TENX?

Dr. Rich’s annual base salary will be prorated to reflect his modified work schedule of an average of four days per week.

When did Tenax Therapeutics’ board approve the amendment to the CMO’s employment agreement?

The Board of Directors of Tenax Therapeutics approved the Employment Agreement Amendment on December 22, 2025.

What is the effective and signing date of the amended employment agreement at TENX?

The modified work schedule is effective January 1, 2026, and the second amendment to the Executive Employment Agreement is dated January 6, 2026.

Which exhibit contains the full terms of the amended employment agreement for TENX’s CMO?

Exhibit 10.1 contains the Second Amendment to the Executive Employment Agreement between Tenax Therapeutics, Inc. and Dr. Stuart Rich.

Does the 8-K indicate any change to Dr. Stuart Rich’s role at Tenax Therapeutics?

The 8-K states that Dr. Rich will continue performing his duties as Chief Medical Officer, but on an average four-day-per-week schedule with a prorated base salary.