0001654954-24-006745.txt : 20240521 0001654954-24-006745.hdr.sgml : 20240521 20240521170141 ACCESSION NUMBER: 0001654954-24-006745 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240517 FILED AS OF DATE: 20240521 DATE AS OF CHANGE: 20240521 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rich Stuart CENTRAL INDEX KEY: 0001841785 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34600 FILM NUMBER: 24970418 MAIL ADDRESS: STREET 1: C/O TENAX THERAPEUTICS, INC. STREET 2: ONE COPLEY PARKWAY, SUITE 490 CITY: MORRISVILLE STATE: NC ZIP: 27560 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TENAX THERAPEUTICS, INC. CENTRAL INDEX KEY: 0000034956 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 262593535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 GLEN LENNOX DRIVE STREET 2: SUITE 300 CITY: CHAPEL HILL STATE: NC ZIP: 27517 BUSINESS PHONE: 919-855-2100 MAIL ADDRESS: STREET 1: 101 GLEN LENNOX DRIVE STREET 2: SUITE 300 CITY: CHAPEL HILL STATE: NC ZIP: 27517 FORMER COMPANY: FORMER CONFORMED NAME: OXYGEN BIOTHERAPEUTICS, INC. DATE OF NAME CHANGE: 20080703 FORMER COMPANY: FORMER CONFORMED NAME: SYNTHETIC BLOOD INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SINEQUANON CORP DATE OF NAME CHANGE: 19901219 4 1 section16.xml PRIMARY DOCUMENT X0508 4 2024-05-17 0000034956 TENAX THERAPEUTICS, INC. TENX 0001841785 Rich Stuart 101 GLEN LENNOX DRIVE. SUITE 300 CHAPEL HILL NC 27517 true true false Chief Medical Officer false Common Stock 266 D Common Stock 1194 I By Stuart Rich 2022 Irrevocable Trust Common Stock 1194 I By Andrea Rich 2021 Irrevocable Trus Stock Option (right to buy) 3.549 2024-05-17 4 A false 119 0.00 A 2034-05-17 Common Stock 119 119 D Stock Option (right to buy) 2848 2031-01-15 Common Stock 157 157 D Stock Option (right to buy) 992 2032-06-09 Common Stock 63 63 D These shares were previously reported as 424,347 but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024. These shares were previously reported as 1,909,585, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024. The Reporting Person is special asset advisor to the Stuart Rich 2022 Irrevocable Trust, a Spousal Lifetime Access Trust (the "Trust"). As such, the Reporting Person has voting and dispositive power over the reported securities held in the Trust, however disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The Reporting Person is co-trustee of the Andrea Rich 2021 Irrevocable Trust and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on each of May 17, 2025, May 17, 2026, May 17, 2027 and May 17, 2028, subject to the Reporting Person's continued employment. These options were previously reported as covering 250,000 shares at an exercise price of $1.78 per share, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024. The options vest and become exercisable in four equal installments, with 25% vesting after the start of a Phase 3 clinical trial, 25% vesting after the database lock with respect to the trial, 25% vesting after the opening of an Investigational New Drug Application with the U.S. Food and Drug Administration ("FDA"), and 25% vesting after the approval from the FDA, subject to the Reporting Person's continued employment. These options were previously reported as covering 100,000 shares at an exercise price of $0.62 per share, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024. The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on each of June 9, 2023, June 9, 2024, June 9, 2025, and June 9, 2026, subject to the Reporting Person's continued employment. /s/ S. Halle Vakani, as Attorney-in-Fact 2024-05-21