[Form 4] Tenax Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Tenax Therapeutics, Inc. (TENX) – Form 4 insider transaction

Director Declan Doogan reported one new equity award and disclosed his updated holdings:

• 80,000 stock options acquired on 07/01/2025 (Code A). The options are immediately exercisable at $5.75 and expire on 07/01/2035.
• Existing derivative positions include 100,000 options exercisable at $5.94 (expire 12/10/2034) and two small option lots of 4 shares each at much higher strike prices ($992 and $3,200).
• Non-derivative ownership remains at 2,274 shares of common stock.

The filing shows no open-market purchase or sale of common shares; the activity is limited to an option grant. The report was signed on 07/03/2025 and was filed by a single reporting person.

Because the option strike price is significantly above recent grant levels disclosed in prior filings and involves a director rather than an executive officer, the transaction is generally viewed as routine compensation and does not suggest an immediate change in the company’s fundamentals or insider sentiment.

Insights

Financial Analyst

TL;DR – Routine director option grant; neutral impact on TENX.

The Form 4 records a standard incentive grant of 80,000 options to Director Declan Doogan at a $5.75 strike, alongside his existing option positions and 2,274 common shares. No shares were bought or sold on the open market, so immediate supply-and-demand dynamics are unchanged. The high exercise price limits near-term dilution and aligns the director’s potential gain with future share-price appreciation. Given the company’s micro-cap status and the absence of operational news, I view this as administrative and non-material. Investors typically monitor insider buying of common shares for stronger signals; this filing does not provide such insight.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Doogan Declan

(Last) (First) (Middle)

101 GLEN LENNOX DRIVE, SUITE 300

(Street)

CHAPEL HILL NC 27517

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TENAX THERAPEUTICS, INC. [ TENX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,274	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$5.75	07/01/2025		A		80,000		07/01/2025	07/01/2035	Common Stock	80,000	$0.00	80,000	D
Stock Option (right to buy)	$3,200							06/10/2022	06/10/2031	Common Stock	4		4	D
Stock Option (right to buy)	$992							06/09/2023	06/09/2032	Common Stock	4		4	D
Stock Option (right to buy)	$5.94							12/10/2025	12/10/2034	Common Stock	100,000		100,000	D

Explanation of Responses:

	/s/ S. Halle Vakani, as Attorney-in-Fact	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Director Declan Doogan report in Tenax Therapeutics’ (TENX) latest Form 4?

He received 80,000 stock options on 07/01/2025 at a $5.75 exercise price and disclosed ownership of 2,274 common shares.

Were any Tenax Therapeutics common shares bought or sold in this filing?

No. The only transaction was an option grant; no open-market purchases or sales of common stock were reported.

How many Tenax Therapeutics shares does Declan Doogan now own directly?

After the reported transaction, he continues to hold 2,274 shares of common stock.

What is the exercise price and expiration date of the new options?

The 80,000 options are exercisable at $5.75 and expire on 07/01/2035.

Does this Form 4 suggest significant dilution risk for TENX shareholders?

Dilution risk is minimal near-term because the options carry a high strike price and must be exercised for shares to be issued.

Is the filing considered impactful to Tenax Therapeutics’ valuation?

It is generally viewed as routine insider compensation with limited impact on the company’s valuation.