TENAX THERAPEUTICS, INC. 10-Q

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