Tenax (NASDAQ: TENX) director reports new stock options and warrants

Rhea-AI Filing Summary

Tenax Therapeutics director Gerald T. Proehl reported an equity award and updated holdings. On January 9, 2026, he received a stock option to buy 30,000 shares of common stock, representing 3,000 derivative securities acquired, with an exercise price of $13.30 per share and an expiration date of January 9, 2036.

After this grant, he directly holds 1,667 shares of common stock, stock options covering 30,000, 100,000 and 80,000 shares under various prior grants, and a pre-funded warrant for 31,654 shares with a $0.01 exercise price and no expiration date. He also holds a warrant for 16,660 shares at a $4.50 exercise price that will expire based on the timing of topline data from Tenax’s Phase 3 LEVEL Study or, at the latest, on August 8, 2029.

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

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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^*

PROEHL GERALD T

(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)
01/09/2026

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								1,667	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)	$13.3	01/09/2026		A		3,000		01/09/2027	01/09/2036	Common Stock	30,000	$0	30,000	D
Stock Option (right to buy)	$9,968							05/01/2019	05/01/2028	Common Stock	1		1	D
Stock Option (right to buy)	$1,056							05/01/2021	05/01/2030	Common Stock	1		1	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
Stock Option (right to buy)	$5.75							07/01/2026	07/01/2035	Common Stock	80,000		80,000	D
Pre-Funded Warrant	$0.01							08/08/2024	(1)	Common Stock	31,654		31,654	D
Warrant	$4.5							08/08/2024	(2)	Common Stock	16,660		16,660	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	01/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Tenax Therapeutics (TENX) report in this Form 4?

The filing shows that director Gerald T. Proehl received a new stock option on January 9, 2026 and reports his updated holdings of Tenax Therapeutics common stock, stock options, a pre-funded warrant, and a warrant.

How many Tenax Therapeutics stock options were granted to the director and at what price?

Gerald T. Proehl was granted a stock option for 30,000 shares of common stock, corresponding to 3,000 derivative securities acquired, with an exercise price of $13.30 per share and an expiration date of January 9, 2036.

What Tenax Therapeutics common stock does the reporting person hold after the transaction?

Following the reported grant, he directly holds 1,667 shares of Tenax Therapeutics common stock, in addition to multiple stock option positions and warrants tied to Tenax common shares.

What stock option positions does the Tenax director report holding after this Form 4 event?

After the transaction, he reports stock options covering 30,000 shares from the new grant, plus existing options for 100,000 shares with an exercise period from December 10, 2025 to December 10, 2034 and 80,000 shares with an exercise period from July 1, 2026 to July 1, 2035.

What are the terms of the pre-funded warrant reported by the Tenax director?

The filing discloses a pre-funded warrant with an exercise price of $0.01 per share for 31,654 shares of common stock. According to the footnote, this pre-funded warrant has no expiration date.

How does the expiration of the Tenax Therapeutics warrant depend on Phase 3 LEVEL Study data?

The warrant for 16,660 shares at a $4.50 exercise price will expire on the earlier of 30 trading days after the Issuer’s initial public announcement of topline data from its Phase 3 LEVEL Study, proportionally upon exercise of the related pre-funded warrant if that occurs before the topline data announcement, or on August 8, 2029.