Tenax Therapeutics (TENX) CEO reports 6.79% beneficial ownership stake

Rhea-AI Filing Summary

Tenax Therapeutics CEO Christopher Thomas Giordano has filed a Schedule 13D reporting a 6.79% beneficial ownership stake in the company’s common stock. He is deemed to beneficially own 1,252,965 shares, based on 17,197,613 shares outstanding as of March 6, 2026.

The position consists of 2,605 shares of common stock and 1,250,360 shares underlying stock options with various exercise prices. Giordano states he holds the shares for investment purposes and may buy or sell additional shares over time, but has no current plans to change control or the company’s corporate structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TENAX THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

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)

12/10/2025

(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).

SCHEDULE 13D

CUSIP Number(s):

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 1,252,965.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,252,965.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,252,965.00

12

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

13

Percent of class represented by amount in Row (11)

6.79 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percentage reported above is based on 17,197,613 shares of the Issuer's common stock (the "Common Stock") outstanding as of March 6, 2026, as reported in the Issuer's Form 10-K ("Form 10-K") filed with the SEC on March 10, 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 Schedule 13D is being filed to show Mr. Giordano's beneficial ownership of the Issuer's Common Stock as of the filing date.
Item 2.	Identity and Background
(a)	Christopher Thomas Giordano
(b)	The principal business address of Mr. Giordano is c/o Tenax Therapeutics, Inc., 101 Glen Lennox Drive, Suite 300, Chapel Hill, North Carolina 27517.
(c)	Mr. Giordano is the President and Chief Executive Officer of the Issuer. The address of the Issuer is set forth above.
(d)	During the last five years, Mr. Giordano has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, Mr. Giordano has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(f)	Mr. Giordano is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	This Schedule 13D is filed solely as a result of the vesting of Common Stock underlying certain stock options held directly by Mr. Giordano. As of the date of this filing, Mr. Giordano is deemed to own in the aggregate and on a beneficial ownership basis, 2,605 shares of Common Stock, and 1,250,360 shares of Common Stock underlying stock options comprised of (i) 1,250,000 shares of Common Stock underlying options with an exercise price of $5.94 per share, (ii) 157 shares of Common Stock underlying options with an exercise price of $3,152 per share, (iii) 94 shares of Common Stock underlying options with an exercise price of $992 per share and (iv) 109 shares of Common Stock underlying options with an exercise price of $3.549 per share. Additionally, Mr. Giordano reports his beneficial ownership in accordance with the filing requirements of Section 16(a) of the Act.
Item 4.	Purpose of Transaction
	Mr. Giordano has acquired, and holds, the shares of Common Stock reported herein for investment purposes. He may acquire additional shares of Common Stock depending on market conditions and the business performance of the Issuer, but does not currently plan to purchase a number of additional shares of Common Stock that would result in a substantial change in his beneficial ownership or his ability to influence control of the Issuer. Other than as described above, and except that Mr. Giordano may, from time to time or at any time, subject to market conditions and other factors, purchase additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, sell at any time all or a portion of the shares of Common Stock now owned or hereafter acquired by him to one or more purchasers, or transfer or contribute shares of Common Stock to trusts for estate planning purposes, Mr. Giordano does not have any present plans which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those actions enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	1,252,965 - 6.79%
(b)	1,252,965
(c)	Reference is made to the discussion in Item 3.
(d)	No other person is known by Mr. Giordano to have the right to receive or the power to direct the receipt from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by him.
(e)	Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Information set forth in Item 3 is incorporated herein by reference. Mr. Giordano may in the future receive additional grants of equity awards as compensation for serving as the Issuer's President and Chief Executive Officer.
Item 7.	Material to be Filed as Exhibits.
	None.

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:	03/10/2026

FAQ

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

Christopher Thomas Giordano reports a 6.79% beneficial ownership stake in Tenax Therapeutics common stock. This corresponds to 1,252,965 shares, calculated against 17,197,613 shares outstanding as of March 6, 2026, as disclosed in the company’s Form 10-K.

How many Tenax Therapeutics (TENX) shares does the CEO beneficially own?

Giordano is deemed to beneficially own 1,252,965 Tenax Therapeutics shares. This includes 2,605 shares of common stock and 1,250,360 shares underlying stock options with specified exercise prices, all reported on a beneficial ownership basis in the Schedule 13D filing.

Why did Christopher Giordano file a Schedule 13D for Tenax Therapeutics (TENX)?

The Schedule 13D was filed to report Giordano’s beneficial ownership in Tenax Therapeutics common stock. The filing arises from vesting of common stock underlying certain stock options he holds directly and provides updated disclosure of his aggregate ownership position.

Does the Tenax Therapeutics (TENX) CEO plan to change control of the company?

Giordano states he holds his Tenax Therapeutics shares for investment purposes and does not currently plan transactions that would substantially change his beneficial ownership or ability to influence control. He may still buy or sell shares depending on market conditions and company performance.

How is Christopher Giordano’s Tenax (TENX) beneficial ownership percentage calculated?

The 6.79% beneficial ownership is calculated using 17,197,613 Tenax common shares outstanding, as of March 6, 2026. This outstanding share count is taken from Tenax’s Form 10-K, and Giordano’s 1,252,965 beneficially owned shares are measured against that total.