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

Rhea-AI Filing Summary

Tenax Therapeutics (TENX) filed a Form 4 disclosing insider activity by director Michael H. Davidson on 1 July 2025.

• Equity grant: Davidson acquired 80,000 stock options with an exercise price of $5.75. The options become exercisable on 01-Jul-2026 and expire on 01-Jul-2035. No cash was paid at grant (price $0.00).
• Existing derivative holdings: The filing shows additional option positions of 100,000 options at $5.94, two small option lots (4 each) at $3,200 and $992, a 47,500 pre-funded warrant (strike $0.01, no expiration) and a 25,000 warrant (strike $4.50) that will lapse upon the earlier of several milestone events or 08-Aug-2029.
• Common shares: Davidson owns 2,881 shares directly after the reported transaction.
• Total derivative exposure: The table indicates 252,508 derivative securities (options + warrants) now beneficially owned.

No sales or dispositions of Tenax common stock were reported. The transactions appear to be part of routine director compensation and warrant structures related to prior financing rounds.

Insights

Financial Analyst

TL;DR Neutral filing; director received 80k options, no open-market buying or selling.

The Form 4 shows a standard compensation grant—80,000 options at $5.75 with a 1-year vest and 10-year term—plus previously disclosed warrants. Because the grant carries no immediate cash cost and does not alter Tenax’s share count today, the market impact is limited. Investors may note continued insider alignment through sizeable option exposure (≈252k shares), but the absence of direct share purchases tempers any bullish signal. Overall, this is a routine governance disclosure rather than a catalyst.

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

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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^*

Davidson Michael H.

(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								2,881	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		07/01/2026	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
Pre-Funded Warrant	$0.01							08/08/2024	(1)	Common Stock	47,500		47,500	D
Warrant	$4.5							08/08/2024	(2)	Common Stock	25,000		25,000	D

Explanation of Responses:

1. The pre-funded warrant has no expiration date.

2. The warrant will expire on the earlier of (i) thirty (30) trading days following the date of the Issuer's initial public announcement of topline data from its Phase 3 LEVEL Study (LEVosimendan to Improve Exercise Limitation in PH-HFpEF Patients) ( NCT05983250 ) (the "Topline Data Announcement"); (ii) proportionally upon the exercise of the Reporting Person's pre-funded warrant issued on August 8, 2024, if such exercise is prior to the Topline Data Announcement; and (iii) August 8, 2029.

	/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).
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FAQ

What did Tenax Therapeutics (TENX) disclose in the Form 4?

Director Michael H. Davidson received 80,000 stock options at $5.75 and now holds various options and warrants totaling 252,508 derivatives plus 2,881 common shares.

When do the newly granted TENX options become exercisable?

The 80,000 options are exercisable on 01-Jul-2026 and expire on 01-Jul-2035.

Did the insider buy or sell TENX common stock?

No. The filing shows no purchases or sales of common shares; only option grants were reported.

How many TENX shares does the director own after the transaction?

He owns 2,881 common shares directly plus derivative rights to 252,508 additional shares.

What is the strike price of the newly issued Tenax options?

The exercise price is $5.75 per share.