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

Rhea-AI Filing Summary

Tenax Therapeutics, Inc. (TENX) – Form 4 filing: Director Dr. June Sherie Almenoff reported the receipt of 80,000 stock options on 07/01/2025 at an exercise price of $5.75 per share. The options become exercisable on 07/01/2026 and expire on 07/01/2035. No common-stock transactions were reported. Following the grant, Dr. Almenoff now directly holds 80,000 newly issued options in addition to previously reported grants of 100,008 options (small lots dated 2022, 2023, and 2025). The filing reflects a routine equity incentive award to a non-employee director; it does not disclose any purchases or sales of TENX common shares.

Insights

Equity Compensation Analyst

TL;DR: Routine board option grant; modest dilution, neutral for valuation, slightly improves director alignment.

The 80,000-unit option grant to Director Almenoff aligns with common small-cap biotech governance practice. The $5.75 strike embeds upside incentive roughly at or above recent trading ranges (price not provided in filing). Vesting after one year and ten-year term are standard. Because no common-share sale or purchase occurred, immediate supply-and-demand dynamics are unchanged. Dilution impact is de minimis relative to TENX’s total shares outstanding. Overall, the filing is informational rather than catalytic.

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
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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^*

Almenoff June Sherie

(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

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

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 insider transaction did TENX report on July 1 2025?

Director June Sherie Almenoff received 80,000 stock options at a $5.75 strike price, exercisable from 07/01/2026 to 07/01/2035.

Did the director buy or sell TENX common stock?

No. The Form 4 shows no purchases or sales of common shares; only an option grant was reported.

How many derivative securities does the director now hold?

After the grant, Dr. Almenoff directly holds approximately 180,008 stock options across multiple grants.

Is the option grant part of Tenax Therapeutics’ equity incentive plan?

The filing lists the transaction code "A" (grant), indicating issuance under an existing equity incentive arrangement for directors.

When will the newly granted TENX options expire?

The 80,000 options expire on 07/01/2035 if not exercised.