Tenax Therapeutics (TENX) CEO Giordano reports 1.69M-share, 4.32% stake

Rhea-AI Filing Summary

Christopher Thomas Giordano, President and Chief Executive Officer of Tenax Therapeutics, reports beneficial ownership of 1,690,606 shares of common stock, representing 4.32% of the class. This consists of 11,324 shares of common stock and 1,679,282 shares underlying stock options.

He holds sole voting and dispositive power over these shares. The percentage is based on 37,423,917 shares of common stock outstanding as of July 28, 2026. The amendment is filed solely as a result of an increase in the number of issued and outstanding shares and is described as the final amendment and an exit filing for the reporting person.

Key Figures

Beneficially owned shares: 1,690,606 shares Ownership percentage: 4.32 % Shares outstanding: 37,423,917 shares +4 more

7 metrics

Beneficially owned shares 1,690,606 shares Tenax Therapeutics common stock beneficially owned by Christopher Thomas Giordano

Ownership percentage 4.32 % Percent of Tenax common stock represented by Giordano’s beneficial ownership

Shares outstanding 37,423,917 shares Tenax common shares outstanding as of July 28, 2026, from Form 10-Q

Common stock held directly 11,324 shares Shares of Tenax common stock directly owned by Giordano

Shares underlying options 1,679,282 shares Tenax common shares underlying stock options held by Giordano

Options at $5.94 1,241,500 shares at $5.94 per share Stock options exercisable into Tenax common stock at $5.94

Options at $5.89 437,500 shares at $5.89 per share Stock options exercisable into Tenax common stock at $5.89

Key Terms

beneficial ownership, stock options, sole voting power, dispositive power, +1 more

5 terms

beneficial ownership financial

"is deemed to own in the aggregate and on a beneficial ownership basis"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

stock options financial

"1,679,282 shares of Common Stock underlying stock options comprised of"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

sole voting power financial

"Number of Shares Beneficially Owned ... Sole Voting Power 1,690,606.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"Sole Dispositive Power 1,690,606.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

exit filing regulatory

"represents the final amendment to this and constitutes an exit filing"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/31/2026 - 04:16 PM Accepted by SEC EDGAR 07/31/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What ownership stake in Tenax Therapeutics (TENX) does Christopher Thomas Giordano report?

Christopher Thomas Giordano reports beneficial ownership of 1,690,606 Tenax Therapeutics common shares, equal to 4.32% of the class. This total includes 11,324 shares of common stock and 1,679,282 shares underlying stock options.

How is Christopher Thomas Giordano’s 4.32% Tenax (TENX) ownership percentage calculated?

The 4.32% ownership is calculated using 37,423,917 Tenax common shares outstanding as of July 28, 2026. That share count is cited from the company’s Form 10-Q filed on July 31, 2026 and applied on a beneficial ownership basis.

What Tenax (TENX) stock options does Christopher Thomas Giordano hold?

Giordano is deemed to hold 1,679,282 Tenax common shares underlying stock options. These include 1,241,500 shares at $5.94, 437,500 shares at $5.89, 125 shares at $992, and 157 shares at $3,152 per share.

Does Christopher Thomas Giordano share voting or dispositive power over Tenax (TENX) shares?

He reports sole voting power and sole dispositive power over 1,690,606 Tenax common shares. The disclosure shows 0 shares with shared voting or shared dispositive power, indicating full individual control over the reported position.

Why is this Tenax (TENX) Schedule 13D amendment described as an exit filing for Giordano?

The amendment states it is the final amendment and constitutes an exit filing for Giordano. It is filed solely because of an increase in issued and outstanding Tenax shares, which reduced his beneficial ownership percentage below 5%.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Tenax Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

88032L605

(CUSIP Number)

Christopher Thomas Giordano
c/o Tenax Therapeutics, Inc., 101 Glen Lennox Drive, Suite 300
Chapel Hill, NC, 27517
919-855-2100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 88032L605

1

Name of reporting person

Christopher Thomas Giordano

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,690,606.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,690,606.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,690,606.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.32 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage reported above is based on 37,423,917 shares of Common Stock outstanding as of July 28, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on July 31, 2026 and is calculated on a beneficial ownership basis.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Tenax Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 101 Glen Lennox Drive, Suite 300, Chapel Hill, NORTH CAROLINA , 27517.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Schedule 13D/A"), which amends the statement on Schedule 13D filed with the SEC on March 10, 2026, is filed by Mr. Giordano (the "Reporting Person"). Except as expressly amended below, the Schedule 13D remains in effect. Capitalized terms used but not defined in this Schedule 13D/A shall have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	This Schedule 13D/A is filed solely as a result of the increase in the number of issued and outstanding shares of the Issuer's Common Stock. As of the date of this filing, the Reporting Person is deemed to own in the aggregate and on a beneficial ownership basis, 11,324 shares of Common Stock and 1,679,282 shares of Common Stock underlying stock options comprised of (i) 1,241,500 shares of Common Stock underlying options with an exercise price of $5.94 per share, (ii) 437,500 shares of Common Stock underlying options with an exercise price of $5.89 per share, (iii) 125 shares of Common Stock underlying options with an exercise price of $992 per share, and (iv) 157 shares of Common Stock underlying options with an exercise price of $3,152 per share. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Person. The Reporting Person reports his beneficial ownership in accordance with the filing requirements of Section 16(a) of the Act.
Item 5.	Interest in Securities of the Issuer
(a)	1,690,606 - 4.32%
(b)	1,690,606

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Christopher Thomas Giordano

Signature:	/s/ Christopher Thomas Giordano
Name/Title:	President and Chief Executive Officer
Date:	07/31/2026