TENAX THERAPEUTICS, INC. 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-34600 TENAX THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 26-2593535 (State of incorporation) (I.R.S. Employer Identification No.) 101 Glen Lennox Drive , Suite 300 , Chapel Hill , North Carolina 27517 (Address of principal executive offices, including zip code) ( 919 ) 855-2100 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share TENX The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated filer ☐ Accelerated filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of July 28, 2026, the registrant had outstanding 37,423,917 shares of Common Stock. Table of Contents TABLE O F CONTENTS PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 3 Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2026 and 2025 4 Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2026 and 2025 5 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2026 and 2025 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 PART II. OTHER INFORMATION Item 1. Legal Proceedings 21 Item 1.A. Risk Factors 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 6. Exhibits 22 SIGNATURES 23 2 Table of Contents PART I - FINAN CIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TENAX THERAPEUTICS, INC. CONDENSED C ONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share data) June 30, 2026 December 31, 2025 (unaudited) ASSETS Current assets Cash and cash equivalents $ 117,976 $ 97,565 Prepaid expenses 3,415 5,643 Other current assets 272 1,019 Total current assets 121,663 104,227 Total assets $ 121,663 $ 104,227 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 6,795 $ 6,041 Accrued liabilities 1,278 1,115 Total current liabilities 8,073 7,156 Total liabilities 8,073 7,156 Commitments and contingencies ; see Note 4 Stockholders' equity Preferred stock, undesignated, authorized 4,818,654 shares Series A Preferred stock, par value $ 0.0001 , authorized 5,181,346 shares; issued and outstanding 210 , as of June 30, 2026 and December 31, 2025 - - Common stock, par value $ 0.0001 per share; authorized 400,000,000 shares; issued and outstanding 31,949,785 as of June 30, 2026 and 9,314,130 as of December 31, 2025, respectively 3 1 Additional paid-in capital 514,560 464,524 Accumulated deficit ( 400,973 ) ( 367,454 ) Total stockholders’ equity 113,590 97,071 Total liabilities and stockholders' equity $ 121,663 $ 104,227 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents TENAX THERAPEUTICS, INC. CONDENSED CONSOLIDAT ED STATEMENTS OF OPERATIONS (unaudited) (Amounts in thousands, except share and per share data) For the three months ended June 30, For the six months ended June 30, 2026 2025 2026 2025 Operating expenses Research and development $ 12,850 $ 6,121 $ 24,389 $ 11,804 Selling, general and administrative 5,934 5,671 10,968 11,326 Total operating expenses 18,784 11,792 35,357 23,130 Net operating loss ( 18,784 ) ( 11,792 ) ( 35,357 ) ( 23,130 ) Interest income 981 954 1,842 1,884 Other expense, net - ( 9 ) ( 4 ) ( 9 ) Net loss $ ( 17,803 ) $ ( 10,847 ) $ ( 33,519 ) $ ( 21,255 ) Net loss per share, basic and diluted $ ( 0.35 ) $ ( 0.27 ) $ ( 0.70 ) $ ( 0.56 ) Weighted average number of common shares and prefunded warrants outstanding, basic and diluted 50,869,259 39,572,177 48,064,151 38,086,800 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents TENAX THERAPEUTICS, INC. CONDENSED CONSOLIDATED STA TEMENTS OF STOCKHOLDERS’ EQUITY (unaudited) (Amounts in thousands, except share data) Preferred Stock Common Stock Number of Shares Amount Number of Shares Amount Additional paid-in capital Accumulated deficit Total stockholders' equity Balance at December 31, 2024 210 $ - 3,420,906 $ - $ 406,848 $ ( 314,855 ) $ 91,993 Public offering sale of common stock and prefunded warrants, net of offering costs of $ 1,746 - - 378,346 - 23,216 - 23,216 Exercise of pre-funded warrants - - 99,189 - 1 - 1 Exercise of warrants - - 71,944 - 347 - 347 Stock-based compensation expense - - - - 4,142 - 4,142 Net loss - - - - - ( 10,408 ) ( 10,408 ) Balance at March 31, 2025 210 $ - 3,970,385 $ - $ 434,554 $ ( 325,263 ) $ 109,291 Exercise of pre-funded warrants - - 116,693 - 1 - 1 Exercise of warrants - - 61,417 - 276 - 276 Stock-based compensation expense - - - - 4,609 - 4,609 Net loss - - - - - ( 10,847 ) ( 10,847 ) Balance at June 30, 2025 210 $ - 4,148,495 $ - $ 439,440 $ ( 336,110 ) $ 103,330 Preferred Stock Common Stock Number of Shares Amount Number of Shares Amount Additional paid-in capital Accumulated deficit Total stockholders' equity Balance at December 31, 2025 210 $ - 9,314,130 $ 1 $ 464,524 $ ( 367,454 ) $ 97,071 Exercise of pre-funded warrants - - 8,533,958 1 52 - 53 Exercise of warrants - - 6,422,412 - 30,416 - 30,416 Exercise of options 5,000 - 30 - 30 Stock-based compensation expense - - - - 2,838 - 2,838 Net loss - - - - - ( 15,716 ) ( 15,716 ) Balance at March 31, 2026 210 $ - 24,275,500 $ 2 $ 497,860 $ ( 383,170 ) $ 114,692 Exercise of pre-funded warrants 4,707,239 1 30 31 Exercise of warrants - - 2,964,546 - 13,340 - 13,340 Vesting of restricted stock units - - 2,500 - - - - Stock-based compensation expense - - - - 3,330 - 3,330 Net loss - - - - - ( 17,803 ) ( 17,803 ) Balance at June 30, 2026 210 $ - 31,949,785 $ 3 $ 514,560 $ ( 400,973 ) $ 113,590 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents TENAX THERAPEUTICS, INC. CONDENSED CONSOLIDATED STA TEMENTS OF CASH FLOWS (unaudited) (Amounts in thousands) Six months ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ ( 33,519 ) $ ( 21,255 ) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 6,168 8,751 Changes in operating assets and liabilities Prepaid expenses and other current assets 2,975 1,440 Accounts payable 754 ( 2,595 ) Accrued liabilities 163 429 Net cash used in operating activities ( 23,459 ) ( 13,230 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of warrants and pre-funded warrants, net of issuance costs - 23,216 Proceeds from the exercise of options 30 - Proceeds from the exercise of warrants and pre-funded warrants 43,840 625 Net cash provided by financing activities 43,870 23,841 Net change in cash and cash equivalents 20,411 10,611 Cash and cash equivalents, beginning of period 97,565 94,851 Cash and cash equivalents, end of period $ 117,976 $ 105,462 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents TENAX THERAPEUTICS, INC. NOTES TO CONDENSED C ONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1. DESCRIPTION OF BUSINESS Tenax Therapeutics, Inc., together with its subsidiaries (collectively “Tenax” or the “Company”), is a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies. The Company is incorporated in Delaware and is headquartered in Chapel Hill, North Carolina. Liquidity and Capital Resources The Company has financed its operations since September 1990 primarily through the sale of equity and debt securities and loans from stockholders. The Company had an accumulated deficit of $ 401.0 million at June 30, 2026 and incurred losses of $ 33.5 million and $ 21.3 million during the six months ended June 30, 2026 and 2025, respectively. The Company expects to continue to incur expenses related to the development of levosimendan for pulmonary hypertension and other potential indications and, over the long term, imatinib for pulmonary arterial hypertension (“PAH”), as well as identifying and developing other potential product candidates. At June 30, 2026, the Company had cash and cash equivalents of $ 118.0 million . Based on its resources on June 30, 2026, Company management believes that it has sufficient funds for the Company to continue its operations over at least the next 12 months from the date these condensed consolidated financial statements were available to be issued. To the extent that the Company raises additional funds by issuing shares of its common stock or other securities convertible or exchangeable for shares of common stock, stockholders will experience dilution, which may be significant. In the event the Company raises additional capital through debt financings, the Company may incur significant interest expense and become subject to restrictive covenants in the related transaction documents that may affect the manner in which the Company conducts its business. To the extent that the Company raises additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to its technologies or product candidates or grant licenses on terms that may not be favorable to the Company. Any or all of the foregoing may have a material adverse effect on the Company’s business and financial performance. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The accompanying unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 10, 2026, from which the Company derived the balance sheet data on December 31, 2025. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidati on. Use of Estimates The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 7 Table of Contents On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025, other than the following: Cash Concentration Risk The Federal Deposit Insurance Corporation (the “FDIC”) insurance limits are $ 250,000 per depositor per insured bank. The Company had cash balances of $ 117.7 million and $ 97.0 million un insured by the FDIC as of June 30, 2026 and December 31, 2025 , respectively. Loss Per Share Basic loss per share, which excludes antidilutive securities, is computed by dividing net loss by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, restricted stock, and warrants. The following outstanding options, restricted stock grants, convertible preferred shares and warrants were excluded from the computation of basic and diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect. Six months ended June 30, 2026 2025 Warrants to purchase common stock 7,508,153 19,740,901 Options to purchase common stock, restricted stock grants (stock incentive plans and inducement grants) 9,262,744 6,306,747 Convertible preferred shares outstanding 210 210 NOTE 3. BALANCE SHEET COMPONENTS Prepaid expenses and other current assets consist of the following (in thousands): June 30, 2026 December 31, 2025 Prepaid assets: Prepaid CRO expenses $ 3,009 $ 4,841 Other prepaid expenses 406 802 Total prepaid expenses $ 3,415 $ 5,643 Other current assets: Cash from warrant exercise held at transfer agent $ - $ 949 Miscellaneous other current assets 272 70 Total other current assets $ 272 $ 1,019 Accrued liabilities consist of the following (in thousands): June 30, 2026 December 31, 2025 Accrued liabilities: Operating costs $ 304 $ 217 Employee related 974 898 Total accrued liabilities $ 1,278 $ 1,115 8 Table of Contents NOTE 4. COMMITMENTS AND CONTINGENCIES Orion License and Supply Agreements On November 13, 2013, the Company acquired certain assets of Phyxius Pharma, Inc. (“Phyxius”) pursuant to an asset purchase agreement by and among the Company, Phyxius and the stockholders of Phyxius, dated October 21, 2013. Among these assets was a license with Orion Corporation (“Orion”) for the exclusive, sublicensable right to develop and commercialize pharmaceutical products containing levosimendan, 2.5 mg/ml concentrate for solution for infusion / 5ml vial in the United States and Canada (as amended from time to time, the “License”). On October 9, 2020 and January 25, 2022, the Company entered into amendments to the License to include in the scope of the License two new product formulations containing levosimendan, in capsule and solid dosage form (TNX-103) and a subcutaneously administered dosage form (TNX-102), subject to specified limitations (together, the “Product”). On February 19, 2024, the Company entered into an amendment to the License providing global rights to oral and subcutaneous formulations of levosimendan used in the treatment of pulmonary hypertension in heart failure with preserved ejection fraction (“PH-HFpEF”). The amendment also reduced the tiered royalties based on worldwide net sales of the product by the Company and its sublicensees, increased the License’s existing milestone payment due to Orion upon the grant of United States Food and Drug Administration (the “FDA”) approval of a levosimendan-based product to $ 10.0 million and added a milestone payment to Orion of $ 5.0 million due upon the grant of regulatory approval for a levosimendan-based product in Japan. The amendment also (i) increased the Company’s obligations to make certain non-refundable commercialization milestone payments to Orion, aggregating to up to $ 45.0 million, contingent upon achievement of certain cumulative worldwide sales of the product by the Company, and (ii) reduced the maximum price per capsule payable by the Company to Orion, under a supply agreement finalized in June 2026, for the commercial supply of oral levosimendan-based product. Pursuant to the License, the Company and Orion will agree to a new trademark when commercializing levosimendan in either of the dosage forms. On September 3, 2025, the Company entered into an amendment to the License providing exclusive worldwide rights to develop, commercialize, manufacture, and have manufactured any orally-administered pharmaceutical product containing levosimendan and, in addition to the Company’s existing rights to develop and commercialize subcutaneously administered products containing levosimendan, to manufacture or have manufactured such products. The License also grants the Company a right of first refusal to commercialize new developments of the Product, including developments as to the formulation, presentation, means of delivery, route of administration, dosage or indication but, pursuant to the February 2024 amendment, excluding new applications of levosimendan for neurological diseases and disorders developed by Orion. On June 29, 2026, the Company further amended the License and extended to December 31, 2035, the date by which regulatory approval for the Product must be obtained in the United States, in order to avoid the effectiveness of a termination right for either party based on the failure to achieve such milestone. Pursuant to the amendment, the Company also is required to comply with certain information and cybersecurity requirements of Orion. The term of the License extends until 10 years after the launch of the Product in the territory, provided that the License will continue after the end of the term in each country in the territory until the expiration of Orion’s patent rights in the Product in such country. As of June 30, 2026, the Company has not met any of the developmental milestones under the License and, accordingly, has not recorded any liability for the contingent payments due to Orion. On June 29, 2026, the Company and Orion also entered into a supply agreement to govern Orion's manufacture and supply of oral levosimendan for development and, if approved, commercial purposes (“Supply Agreement”). The Supply Agreement has an initial term of five years from the first delivery of supplied oral levosimendan with automatic three-year renewals unless either party provides 24 months' prior written notice of non-renewal. Either party may terminate the Supply Agreement for the other party's material breach, subject to a 60-day cure period, insolvency or in connection with a termination of the License. The Supply Agreement establishes forecasting, ordering, delivery, quality, pricing, and non-conforming product provisions and certain alternative manufacturing rights between Orion and the Company. The Supply Agreement also includes cost-sharing provisions with respect to scaling up Orion's manufacturing capabilities. Litigation The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company’s consolidated financial statements. 9 Table of Contents NOTE 5. STOCKHOLDERS’ EQUITY Common Stock, Preferred Stock, and Warrants Common Stock The Company’s Certificate of Incorporation, as amended, authorizes the issuance of 400,000,000 shares of $ 0.0001 par value common stock. As of June 30, 2026 and December 31, 2025, there were 31,949,785 and 9,314,130 shares of common stock issued and outstanding, respectively. Preferred Stock Under the Company’s Certificate of Incorporation, as amended, the Board is authorized, without further stockholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock, par value $ 0.0001 per share, in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. Of the potential 10,000,000 shares of preferred stock, 5,181,346 are designated as Series A Stock and 4,818,654 remain undesignated. As of June 30, 2026 and December 31, 2025 , there were 210 shares of Series A Stock outstanding, convertible in the aggregate into one share of common stock. Common Stock and Warrants March 2025 Private Placement Financing (the “March 2025 Offering”) On March 4, 2025, the Company entered into a securities purchase agreement with certain accredited investors for the purchase and sale, in a private placement financing by the Company, of (i) an aggregate of 378,346 shares of its common stock, and pre-funded warrants to purchase an aggregate of 3,760,726 shares of common stock at an offering price of $ 6.04 per share of common stock and $ 6.03 per pre-funded warrant, resulting in gross proceeds of $ 25.0 million. The pre-funded warrants do not expire and have an exercise price of $ 0.01 . The net proceeds of the March 2025 Offering, after deducting placement agent fees and direct offering expenses were $ 23.2 million. The relative fair value allocated to the common stock and pre-funded warrants was $ 2.3 million and $ 22.7 million, respectively. Also, on March 5, 2025 and in connection with the March 2025 Offering, the Company entered into a registration rights agreement (the “March 2025 Registration Rights Agreement”) with the purchasers, pursuant to which the Company agreed to register for resale the shares of common stock issued in the March 2025 Offering and the shares of common stock issuable upon exercise of the pre-funded warrants issued in the March 2025 Offering within 45 days of the closing date. Pursuant to the March 2025 Registration Rights Agreement, on April 15, 2025, the Company filed a resale registration statement on Form S-3 with the SEC, which went effective on April 23, 2025. The March 2025 Registration Rights Agreement includes liquidated damages provisions that meet the definition of a registration payment arrangement that is within the scope of ASC 825-20. The Company determined at the initial issuance of the pre-funded warrants that it is not probable that a payment would be required as it has both the intent and ability to satisfy the March 2025 Registration Rights Agreement. Therefore, the Company did not record a liability at inception but will evaluate the contingency at each reporting period. As of June 30, 2026, no events had occurred that would change our initial assessment of this provision. 10 Table of Contents Pre-Funded Warrant Activity The following table summarizes the Company’s pre-funded warrant activity for the six months ended June 30, 2026: Prefunded Warrants Weighted Average Exercise Price Outstanding at December 31, 2025 33,102,778 $ 0.01 Exercised (Shares Issued) ( 13,241,197 ) 0.01 Forfeited* ( 3,538 ) 0.01 Outstanding at June 30, 2026 19,858,043 $ 0.01 *Represents shares forfeited as a result of the cashless exercise of pre-funded warrants during the period. Warrant Activity The following table summarizes the Company’s warrant activity for the six months ended June 30, 2026, not including pre-funded warrants: Warrants Weighted Average Exercise Price Outstanding at December 31, 2025 16,895,111 $ 5.66 Exercised (Shares Issued) ( 9,386,958 ) 4.66 Outstanding at June 30, 2026 7,508,153 $ 6.91 August 2024 Warrants As part of the Company’s private placement in August 2024 (the “2024 Offering”) , the Company issued unregistered common warrants to purchase 16,666,666 shares of its common stock at an exercise price of $ 4.50 per share (the “August 2024 Warrants”) and pre-funded warrants to purchase an aggregate of 31,882,671 shares of common stock . The August 2024 Warrants expire at the earlier of (i) 30 trading days following the date of the Company’s initial public announcement of topline data from its Phase 3 LEVEL trial (the “Topline Data Announcement”), (ii) immediately upon the exercise of the pre-funded warrants if such exercise is prior to the Topline Data Announcement, provided that if the pre-funded warrant is not exercised in full, the warrant expires proportionally to the extent the pre-funded warrant is exercised, and (iii) August 8, 2029. At June 30, 2026, 7,267,749 of the August 2024 Warrants remained outstanding. February 2024 Warrants As part of the Company’ s registered public offering in February 2024, the Company issued registered warrants to purchase 3,200,000 shares of its common stock at an exercise price of $ 5.65 per share and contractual term of five years. At June 30, 2026, 223,880 of the February 2024 Warrants remained outstanding. Stock-Based Compensation Summary of Stock Option and Restricted Stock Unit (RSU) Activity Stock Incentive Plans In June 2022, the Company adopted the 2022 Stock Incentive Plan, as amended on June 7, 2024 and October 25, 2024, (the “2022 Plan”), with the outstanding shares available for future grants under prior plans, as well as outstanding awards under prior plans that subsequently expire, terminate or are surrendered or forfeited, generally being assumed by the 2022 Plan. Unexpired awards granted under certain prior plans may be subject to the terms of such prior plans. Under the 2022 Plan, with the approval of the Board’s Compensation Committee, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) , performance shares, performance units, cash-based awards or other stock-based awards. Stock options granted under the 2022 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to employees. NSOs may be granted to employees, consultants and directors. Stock options under the 2022 Plan may be granted with a term of up to ten years and at prices no less than fair market value at the time of grant. Stock options granted generally vest over one to four years . 11 Table of Contents A total of 435,121 shares remained available for issuance under the 2022 Plan as of June 30, 2026. Transactions during the six months ended June 30, 2026 related to stock options granted to employees and directors under Company option plans were as follows: Shares Weighted average exercise price per Share Weighted average remaining contractual life (years) Aggregate intrinsic value (in thousands) Options outstanding as of December 31, 2025 6,616,432 $ 6.21 9.19 $ 41,382 Granted 1,286,000 13.27 Exercised ( 5,000 ) 5.94 Forfeited/Expired ( 2 ) 87,040.00 Options outstanding as of June 30, 2026 7,897,430 $ 7.34 8.79 $ 58,597 Options exercisable at June 30, 2026 3,903,535 $ 5.17 8.46 $ 33,312 The Company estimated the fair value of stock options granted during the six months ended June 30, 2026 using the Black-Scholes option pricing model and the following range of assumptions: For the six months ended June 30, 2026 Risk-free interest rate 3.5 % - 4.1 % Expected volatility 61.0 % - 122.2 % Expected term (in years) 1.7 - 7.0 Expected dividend yield - The Company recorded compensation expense for stock options granted under Company stock incentive plans of $ 2.8 million and $ 5.6 million for the three and six months ended June 30, 2026, respectively, and $ 4.5 million and $ 8.5 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2026 , there were unrecognized compensation costs of $ 23.9 million related to non-vested stock option awards that will be recognized on a straight-line basis over the weighted average remaining vesting period of 2.89 years. Inducement Awards Transactions during the six months ended June 30, 2026 related to inducement stock options and an inducement RSU award granted to new employees. The inducement awards were granted in accordance with the employment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4) and were therefore not granted pursuant to the 2022 Plan. Inducement Stock Options Inducement stock option activity during the six months ended June 30, 2026 was as follows: Shares Weighted average exercise price per Share Weighted average remaining contractual life (years) Aggregate intrinsic value (in thousands) Options outstanding as of December 31, 2025 250,314 $ 10.20 9.10 $ 1,435 Granted 1,107,500 12.22 Options outstanding as of June 30, 2026 1,357,814 $ 11.85 9.65 $ 4,602 Options exercisable at June 30, 2026 62,686 $ 16.09 8.60 $ 503 The Company estimated the fair value of inducement stock options granted during the six months ended June 30, 2026 using the Black-Scholes option pricing model and the following range of assumptions: 12 Table of Contents For the six months ended June 30, 2026 Risk-free interest rate 4.2 % - 4.3 % Expected volatility 115.3 % - 115.4 % Expected term (in years) 7.0 Expected dividend yield - Inducement stock option compensation expense totaled $ 0.5 million for each of the three and six months ended June 30, 2026, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2026 , there was $ 12.6 million of remaining unrecognized compensation expense related to inducement stock options that will be recognized on a straight-line basis over the weighted average remaining vesting period of 3.77 years. Inducement Restricted Stock Units The Company granted an inducement RSU award to a new employee for 10,000 shares of common stock on May 11, 2026. One quarter of the RSU award vested 10 days after issuance and the remainder will vest in three equal installments on the four-month, eight-month, and twelve-month anniversaries of issuance . Inducement RSU compensation expense totaled $ 40,000 for the three and six months ended June 30, 2026. No RSU compensation expense was recorded in the corresponding periods of 2025. As of June 30, 2026, there was $ 0.1 million of remaining unrecognized compensation expense related to inducement RSUs that will be recognized on a straight-line basis through May 2027 . NOTE 6. SEGMENTS Operating segments are identified as components of an entity about which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker ("CODM"), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company's CODM, the President and Chief Executive Officer , views the Company's operations as one operating segment, which is focused on identifying and developing therapeutics that address cardiovascular and pulmonary diseases with high unmet medical need, with an initial therapeutic focus on pulmonary hypertension. The Company does no t have revenue in the current comparative period, incurs expenses primarily in the United States and manages the business activities on a consolidated basis. The accounting policies of the cardiovascular and pulmonary therapeutics segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the cardiovascular and pulmonary therapeutics segment and decides how to allocate resources based on net loss that also is reported on the income statement as consolidated net loss. The measure of segment assets is reported on the balance sheet as cash and cash equivalents. The Company has no t generated any product revenue in the current period and expects to continue to incur significant expenses and operating losses for the foreseeable future as the Company advances its product candidates through all stages of development and clinical trials. As such, the CODM uses cash forecast models in deciding how to invest into the cardiovascular and pulmonary therapeutics segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results, net cash used in operating activities for the period and cash on hand are used in assessing performance of the segment. The table below summarizes the significant expense categories regularly reviewed by the CODM for the three and six months ended June 30, 2026 and 2025 (in thousands). 13 Table of Contents For the three months ended June 30, For the six months ended June 30, 2026 2025 2026 2025 Operating expenses: Research and development $ 12,850 $ 6,121 $ 24,389 $ 11,804 Selling, general and administrative 5,934 5,671 10,968 11,326 Total operating expenses $ 18,784 $ 11,792 $ 35,357 $ 23,130 Net operating loss ( 18,784 ) ( 11,792 ) ( 35,357 ) ( 23,130 ) Other segment items (a) Interest income 981 954 1,842 1,884 Other expense, net - ( 9 ) ( 4 ) ( 9 ) Net loss (b) $ ( 17,803 ) $ ( 10,847 ) $ ( 33,519 ) $ ( 21,255 ) (a) Other segment items included in segment loss includes interest income. (b) The Company is a single operating segment and therefore the measure of segment net loss is the same as consolidated net loss and does not require reconciliation. For the six months ended June 30, 2026 and 2025, the net cash used in operating activities was $ 23.5 million and $ 13.2 million , respectively. The table below summarizes the significant asset categories regularly reviewed by the CODM at June 30, 2026 and June 30, 2025 (in thousands). As of June 30, 2026 2025 Assets: Cash and cash equivalents $ 117,976 $ 105,462 NOTE 7. SUBSEQUENT EVENTS Subsequent to June 30, 2026, the Company received a total of $ 8.1 million from the exercise of 3,667,440 pre-funded warrants and 1,797,973 warrants for the issuance of shares of common stock. 14 Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANA LYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with the audited condensed consolidated financial statements and related notes thereto included as part of our Annual Report on Form 10-K for the year ended December 31, 2025. All references in this Quarterly Report to “Tenax Therapeutics,” “we,” “our” and “us” means Tenax Therapeutics, Inc. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to them. In some cases, you can identify forward-looking statements by words such as “might,” “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current view with respect to future events and are subject to risks, uncertainties and assumptions related to various factors that could cause actual results and the timing of events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” included in our most recent Annual Report on Form 10-K filed with the SEC. Furthermore, such forward-looking statements speak only as of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Overview Tenax Therapeutics is a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies. We employ a clinician-driven drug development approach, led by key opinion leaders and pulmonary hypertension and heart failure experts and informed by their clinical insights to precisely target disease pathophysiology. We are currently actively conducting the LEVEL and LEVEL-2 clinical trials to evaluate levosimendan as our prioritized product candidate, and have deprioritized a Phase 3 clinical trial of imatinib, two drugs supported by promising evidence that they may significantly improve the lives of patients with pulmonary hypertension. Currently, we do not have any significant imatinib development activities ongoing. Importantly, both levosimendan and imatinib have already been approved in other indications and prescribed around the world starting more than 25 years ago, and we believe their mechanisms of action are uniquely suitable to target and treat pulmonary hypertension. We believe this derisked approach of using already-approved drugs that provide well-established safety profiles from millions of patients, combined with a development path led by preeminent cardiovascular and pulmonary hypertension experts, puts us in a strong position to deliver breakthrough cardiopulmonary therapies designed to improve patients’ functioning and quality of life. Recent Events In March 2025 and August 2024, we completed two private placement financings raising gross proceeds, in the aggregate, of approximately $125 million. We intend to use the net proceeds from these financings, together with proceeds received from the subsequent exercise of warrants and pre-funded warrants sold in the March 2025 and August 2024 offerings, to advance our Phase 3 oral levosimendan program. Specifically, we plan to complete our ongoing Phase 3 LEVEL clinical trial of TNX-103 in PH-HFpEF and make public before the end of 2026 the results of the 12-week randomized treatment period. The open-label stage of the trial will continue after this. We also plan to continue our second, global, Phase 3 clinical trial, LEVEL-2, which began in December 2025. Following completion of the two Phase 3 levosimendan trials, we intend to submit marketing authorization applications. Our Phase 3 LEVEL clinical trial continues, with high rates of clinical trial and therapy continuation during the blinded and open-label extension stages. We completed randomization in the LEVEL clinical trial of more than 230 patients before the end of the first quarter of 2026, and we expect to report initial topline data in August of 2026. LEVEL is being conducted in the United States and Canada. Our second Phase 3 clinical trial, LEVEL-2, is ongoing globally, with enrollment completion anticipated by the end of 2027. Based on our current operating plan, we believe that our existing cash and cash equivalents as of June 30, 2026, along with cash received from warrant exercises subsequent to quarter end, will be sufficient to fund our planned operations through the second quarter of 2028. 15 Table of Contents Financial Overview – Three and Six Months Ended June 30, 2026 (in thousands) For the three months ended June 30, Increase/ % Increase/ For the six months ended June 30, Increase/ % Increase/ 2026 2025 (Decrease) (Decrease) 2026 2025 (Decrease) (Decrease) Operating expenses: Research and development $ 12,850 $ 6,121 $ 6,729 110 % $ 24,389 $ 11,804 $ 12,585 107 % Selling, general and administrative 5,934 5,671 263 5 % 10,968 11,326 (358 ) (3 ) % Total operating expenses $ 18,784 $ 11,792 $ 6,992 59 % $ 35,357 $ 23,130 $ 12,227 53 % Net operating loss (18,784 ) (11,792 ) (6,992 ) 59 % (35,357 ) (23,130 ) (12,227 ) 53 % Other segment items Interest income 981 954 27 3 % 1,842 1,884 (42 ) (2 ) % Other expense, net - (9 ) 9 (100 ) % (4 ) (9 ) 5 (56 ) % Net loss $ (17,803 ) $ (10,847 ) $ (6,956 ) 64 % $ (33,519 ) $ (21,255 ) $ (12,264 ) 58 % Research and Development Expenses Research and development expenses include, but are not limited to, (i) expenses incurred under agreements with CROs and investigative sites, which conduct a substantial portion of our pre-clinical and our clinical studies; (ii) the cost of supplying clinical trial materials; (iii) payments to CROs as well as consultants; (iv) employee-related expenses, which include salaries and benefits; and (v) facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and equipment, depreciation of leasehold improvements, equipment, and other supplies. All research and development expenses are expensed as incurred. Research and development expenses and percentage changes for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands): For the three months ended June 30, Increase/ % Increase/ For the six months ended June 30, Increase/ % Increase/ 2026 2025 (Decrease) (Decrease) 2026 2025 (Decrease) (Decrease) Clinical and preclinical development $ 11,004 $ 4,515 $ 6,489 144 % $ 21,037 $ 8,788 $ 12,249 139 % Salary and benefits 971 468 503 107 % 1,862 839 1,023 122 % Stock-based compensation 674 982 (308 ) (31 ) % 1,211 1,843 (632 ) (34 ) % Other costs 201 156 45 29 % 279 334 (55 ) (16 ) % Total research and development expense $ 12,850 $ 6,121 6,729 110 % $ 24,389 $ 11,804 12,585 107 % Clinical and preclinical development costs increased $6.5 million and $12.2 million for the three and six months ended June 30, 2026, respectively, as compared to the same period in the prior year. Clinical and preclinical development costs for the three and six months ended June 30, 2026 consist primarily of expenses associated with our ongoing Phase 3 LEVEL trial and our second, larger, global, Phase 3 clinical trial, LEVEL-2, which began in December 2025, as compared to the three and six months ended June 30, 2025, which consisted primarily of costs associated with our Phase 3 LEVEL trial. Salary and benefits costs increased by $0.5 million and $1.0 million for the three and six months ended June 30, 2026, respectively, as compared to the same period in the prior year primarily due to the hiring of additional development personnel resulting in higher salary and benefit costs. 16 Table of Contents Selling, General and Administrative Expenses Selling, general and administrative expenses consist primarily of compensation for executive, commercial and administrative personnel, including non-cash stock-based compensation. Other selling, general and administrative expenses include facility costs not otherwise included in research and development expenses, legal and accounting services, and other professional and consulting services. Selling, general and administrative expenses and percentage changes for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands): For the three months ended June 30, Increase/ % Increase/ For the six months ended June 30, Increase/ % Increase/ 2026 2025 (Decrease) (Decrease) 2026 2025 (Decrease) (Decrease) Salary and benefits $ 1,144 $ 673 $ 471 70 % $ 1,983 $ 1,218 $ 765 63 % Stock-based compensation 2,657 3,626 (969 ) (27 ) % 4,957 6,907 (1,950 ) (28 ) % Legal and professional fees 1,612 1,050 562 54 % 2,978 2,309 669 29 % Other costs 521 322 199 62 % 1,050 892 158 18 % Total selling, general and administrative expense $ 5,934 $ 5,671 263 5 % $ 10,968 $ 11,326 (358 ) (3 ) % Salary and benefits increased $0.5 million and $0.8 million for the three and six months ended June 30, 2026, compared to the same period in 2025. The change was primarily attributable to increased personnel and their related compensation and benefits. Non-cash stock-based compensation expense decreased $1.0 million and $1.9 million for the three and six months ended June 30, 2026, respectively, as compared to the same period in 2025 primarily due to stock options granted in December 2024, for which the expense was amortized over a one-year vesting term, which was partially offset by new option grants made in 2026. Legal and professional fees consist of general legal costs, those related to our intellectual property, accounting fees, consulting fees and investor relations services, as well as fees paid to the members of our Board of Directors. Legal and professional fees increased $0.6 million and $0.7 million for the three and six months ended June 30, 2026, respectively, as compared to the same period in the prior year. Other costs include expenses incurred for franchise and other taxes, travel, supplies, insurance, depreciation, and other miscellaneous charges. As we advance the development of levosimendan, our selling, general and administrative expenses have been increasing. We recently began to incur commercial costs, and with levosimendan continuing through Phase 3 development and progressing closer to commercial availability, we expect our selling, general and administrative expenses to increase in future periods. Interest Income and Other Expense, net Interest income and other expense was flat for the three and six months ended June 30, 2026, as compared to the same periods in the prior year. Liquidity, Capital Resources and Plan of Operation We have incurred losses since our inception and, as of June 30, 2026, we had an accumulated deficit of $401.0 million. We will continue to incur losses until we generate sufficient revenue to offset our expenses, and we anticipate that we will continue to incur net losses for at least the next several years. We expect to incur additional expenses related to our development and potential commercialization of levosimendan and, potentially, imatinib for PAH, and other potential indications, as well as identifying and developing other potential product candidates, and as a result, we will need to generate significant product sales, royalty and other revenues to achieve profitability. The process of conducting preclinical studies and clinical trials necessary to obtain approval from the FDA is costly and time consuming. The probability of success for each product candidate and clinical trial may be affected by a variety of factors, including, among other things, the quality of the product candidate’s early clinical data, investment in the program, competition, manufacturing capabilities and commercial viability. As a result of the uncertainties discussed above, uncertainty associated with clinical trial enrollment and risks inherent in the development process, we are unable to determine the duration and completion costs of current or future clinical stages of our product candidates or when, or to what extent, we will generate revenues from the commercialization and sale of any of our product candidates. Development timelines, probability of success and development costs vary widely. We are currently focused on developing our two product candidates, levosimendan and 17 Table of Contents imatinib, and have prioritized levosimendan. We will need substantial additional capital in the future in order to finalize the development of levosimendan, commence its commercialization, potentially reinitiate the development of imatinib, and to continue with the development of other potential product candidates. Liquidity We have financed our operations since September 1990 through the issuance of debt and equity securities and loans from stockholders. We had total current assets of $121.7 million and $104.2 million and working capital of $113.6 million and $97.1 million as of June 30, 2026 and December 31, 2025, respectively. Warrant exercises resulted in approximately $13.4 million and $43.8 million of cash for the Company in the three and six months ended June 30, 2026, respectively. There is the potential to raise an additional $34 million if all outstanding warrants from the August 2024 Offering and February 2024 Offering as of June 30, 2026 are exercised. Our practice is to invest excess cash, where available, in short-term money market investment instruments and high quality corporate and government bonds. We completed randomization in the LEVEL trial at the end of the first quarter of 2026 and expect to report topline data in August 2026. We began our LEVEL-2 trial in December 2025 and are currently enrolling patients, with enrollment completion anticipated by the end of 2027. Our ability to continue to pursue development of our products beyond the second quarter of 2028, including completion of this second Phase 3 oral levosimendan trial (LEVEL-2), will depend on obtaining license income, income from warrants exercised by investors should they elect to do so, or other financial resources. There is no assurance that we will obtain any license agreement or other financing or that we will otherwise succeed in obtaining any necessary resources. Financings On March 5, 2025, we sold an aggregate of 378,346 shares of our common stock and pre-funded warrants to purchase an aggregate of 3,760,726 shares of our common stock at an offering price of $6.04 per share of common stock and $6.03 per pre-funded warrant, resulting in gross proceeds of $25.0 million. The pre-funded warrants do not expire and have an exercise price of $0.01. Net proceeds from the March 2025 Offering were $23.2 million, after deducting the placement agent fees and offering expenses payable by the Company. On March 24, 2026, we filed a universal shelf registration statement on Form S-3 with the SEC, which the SEC declared effective on April 1, 2026. Pursuant to this registration statement, we have the ability to sell up to $300 million of any combination of our equity or debt securities in one or more public offerings, at prices and on terms that we will determine at the time of offering. Cash Flows The following table shows a summary of our cash flows for the periods indicated (in thousands): Six months ended June 30, 2026 2025 Net cash used in operating activities $ (23,459 ) $ (13,230 ) Net cash provided by investing activities - - Net cash provided by financing activities 43,870 23,841 Operating Activities Net cash used in operating activities was $23.5 million for the six months ended June 30, 2026, compared to $13.2 million for the six months ended June 30, 2025. The increase in cash used in operating activities was primarily due to increased expenses as we expanded our clinical trials and increased payroll costs. The increase in payroll costs was primarily driven by the addition of new employees and targeted salary adjustments, reflecting a necessary investment to support our expanded clinical trial activity during the six months ended June 30, 2026 as compared to the prior year period. Investing Activities There was no net cash provided or consumed by investing activities for the six months ended June 30, 2026 or the six months ended June 30, 2025. Financing Activities Net cash provided by financing activities was $43.9 million for the six months ended June 30, 2026, compared to $23.8 million for the six months ended June 30, 2025, an increase of $20.0 million. During the six months ended June 30, 2026, the Company 18 Table of Contents received proceeds of $43.8 million from the exercise of warrants and pre-funded warrants. During the six months ended June 30, 2025, the Company received proceeds of $23.2 million net cash provided from the sale of common stock and pre-funded warrants in the March 2025 Offering and $0.6 million from the exercise of warrants and pre-funded warrants. Operating Capital and Capital Expenditure Requirements Our future capital requirements will depend on many factors that include, but are not limited to the following: • the initiation, design, progress, timing and completion of clinical trials for our product candidates and potential product candidates; • the outcome, timing and cost of regulatory approvals and the regulatory approval process; • delays that may be caused by changing regulatory requirements and resource levels at regulators; • the number of product candidates we pursue; • the costs involved in filing and prosecuting patent applications and enforcing and defending patent claims; • the timing and terms of future collaboration, licensing, consulting or other arrangements that we may enter into; • the cost and timing of establishing sales, marketing, manufacturing and distribution capabilities; • the cost of procuring clinical and commercial supplies of our product candidates; • the extent to which we acquire or invest in businesses, products or technologies; and • the possible costs of litigation. Based on our working capital on June 30, 2026, and additional cash received subsequent to quarter end of $8.1 million, we believe we have sufficient capital on hand to fund operations through the second quarter of 2028. Critical Accounting Policies and Significant Judgments and Estimates Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the expenses during the reporting periods. These items are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ materially from these estimates under different assumptions or conditions. For information regarding our critical accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Summary of Critical Accounting Policies” contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Off-Balance Sheet Arrangements Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. 19 Table of Contents ITEM 3. QUANTITATIVE AND QUA LITATIVE DISCLOSURES ABOUT MARKET RISK Smaller reporting companies are not required to provide the information required by this item. ITEM 4. CON TROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As required by paragraph (b) of Rules 13a-15 and 15d-15 promulgated under the Exchange Act, under the supervision and with the participation of our management, including our President and Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), we conducted an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on their evaluation, our President and Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), concluded that our disclosure controls and procedures were effective as of June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q, in that they provide reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the SEC and is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We routinely review our internal controls over financial reporting and from time to time make changes intended to enhance the effectiveness of our internal control over financial reporting. We will continue to evaluate the effectiveness of our disclosure controls and procedures and internal controls over financial reporting on an ongoing basis and will take action as appropriate. 20 Table of Contents PART II – OTHER INFOR MATION ITEM 1. LE GAL PROCEEDINGS There are no material pending legal proceedings to which we are a party or to which any of our property is subject. ITEM 1A. RIS K FACTORS The risks we face have not materially changed from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) During the three months ended June 30, 2026, we made certain unregistered stock option awards and an RSU award to new employees as an inducement material to each individual’s acceptance of an offer of employment with us pursuant to the exemption from stockholder approval provided by Nasdaq Listing Rule 5635(c)(4). The vesting of each of the awards is subject to such employee’s continued employment with the Company through the applicable vesting date. The exercise price for each option award is the closing price of the Company’s common stock on the date of grant. On May 11, 2026, the Company granted an inducement RSU award to an executive newly hired by the Company for 10,000 shares of common stock and an inducement stock option award of 450,000 shares of common stock. One quarter of the RSU award vested 10 days after issuance and the remainder will vest in three equal installments on the four-month, eight-month, and twelve-month anniversaries of issuance. One quarter of the option award will vest on the first anniversary of issuance with the remainder vesting in 36 approximately equal installments on the monthly anniversaries thereafter. Additionally, between April 28, 2026 and June 1, 2026, the Company made four non-negotiated inducement stock option awards to non-executive individuals newly hired by the Company in various clinical operations, medical, product development, and commercial roles. The employees received, in the aggregate, stock option awards to purchase 657,500 shares of common stock. One quarter of each option award will vest on the first anniversary of issuance with the remainder vesting in 36 approximately equal installments on the monthly anniversaries thereafter. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. On May 12, 2026, we filed a registration statement on Form S-8 to register the shares of common stock underlying these inducement awards. For additional information regarding the inducement awards, see Note 5 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. (b) None. (c) None. 21 Table of Contents ITEM 6. EXHIBITS The following exhibits are being filed or furnished as part of this Quarterly Report on Form 10-Q and are numbered in accordance with Item 601 of Regulation S-K: Exhibit Number Description 10.1# Executive Employment Agreement with Thomas R. Staab, II, dated April 9, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 22, 2026). 10.2# Amendment No. 1 to Employment Agreement, by and between Tenax Therapeutics, Inc. and Christopher Giordano (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 29, 2026). 10.3# Amendment No. 1 to Employment Agreement, by and between Tenax Therapeutics, Inc. and Thomas Staab (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on June 29, 2026). 10.4# Amendment No. 3 to Employment Agreement, by and between Tenax Therapeutics, Inc. and Stuart Rich (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on June 29, 2026). 10.5+ Sixth Amendment to the License Agreement, dated June 29,2026, between Tenax Therapeutics, Inc. and Orion Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 30, 2026). 10.6+∆* Supply Agreement, dated June 29, 2026, between Tenax Therapeutics, Inc. and Orion Corporation. 31.1* Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 31.2* Certification of Principal Financial Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 32.1** Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101* Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. 104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. + Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedules to the SEC upon request. ∆ Certain confidential information has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K by means of marking such portions with brackets because the information (i) is not material and (ii) would be competitively harmful if publicly disclosed. The Company agrees to furnish an unredacted copy of the exhibit and a copy of any omitted schedules to the SEC upon request. # Denotes a management contract. * Filed herewith. ** Furnished herewith. 22 Table of Contents SIGNATU RES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: July 31, 2026 TENAX THERAPEUTICS, INC. By: /s/ Christopher T. Giordano Christopher T. Giordano President and Chief Executive Officer (Principal Executive Officer) By: /s/ Thomas R. Staab, II Thomas R. Staab, II Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 23