Form 8-K

8-K — TENAX THERAPEUTICS, INC.

Accession: 0001193125-26-168521

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0000034956

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d81080d8k.htm (Primary)

EX-10.1 (d81080dex101.htm)

EX-10.2 (d81080dex102.htm)

EX-99.1 (d81080dex991.htm)

GRAPHIC (g81080g0422013605311.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d81080d8k.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

Tenax Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34600

26-2593535

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 Glen Lennox Drive, Suite 300

Chapel Hill, North Carolina 27517

(Address of principal executive offices) (Zip Code)

919-855-2100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On April 22, 2026, Tenax Therapeutics, Inc. (the “Company”) announced the appointment of Thomas R. Staab, II as Chief Financial Officer of the Company effective May 11, 2026 (the “Start Date”). The Company’s current Interim Chief Financial Officer, Thomas A. McGauley, will continue as the Company’s principal financial officer and principal accounting officer through the filing of the Company’s upcoming Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”). Following the filing of the Form 10-Q, Mr. Staab will be responsible for the Company’s accounting and finance functions and will serve as the Company’s principal financial officer and principal accounting officer.

Mr. Staab, 58, has more than twenty-five years of financial and executive experience in the healthcare industry. Before joining the Company, Mr. Staab served as Chief Financial Officer to LENSAR, Inc. (NASDAQ: LNSR) from May 2020 until May 2026. Prior to joining LENSAR, Mr. Staab served as a Senior Vice President, Chief Financial Officer and Treasurer at BioCryst Pharmaceuticals, Inc. (NASDAQ: BCRX) from July 2011 to February 2020. Prior to BioCryst, Mr. Staab served as Executive Vice President, Chief Financial Officer and Treasurer of Inspire Pharmaceuticals from May 2003 through its acquisition by Merck & Co., Inc. in May 2011, and acting Chief Financial Officer and Treasurer at Triangle Pharmaceuticals, Inc. through its acquisition by Gilead Sciences, Inc. in 2003. Before joining the healthcare industry, Mr. Staab spent eight years working for PricewaterhouseCoopers LLP providing audit and business advisory services to national and multi-national corporations in various industries. He is a Certified Public Accountant and received a B.S. in Business Administration and a Master of Accounting from the University of North Carolina at Chapel Hill.

The Company entered into an executive employment agreement with Mr. Staab (the “Employment Agreement”), effective May 11, 2026. Under the Employment Agreement, Mr. Staab will receive an annual base salary of $428,000 and an annual bonus with a target of 45% of his base salary. As an inducement to entering into the Employment Agreement, Mr. Staab will receive equity incentive awards consisting of (i) an award of 10,000 restricted stock units (the “RSU Award”), and (ii) an award of options to purchase 450,000 shares of common stock (the “Option Award”). One quarter of the RSU Award will vest 10 days after the Start Date, with the remainder vesting in three equal installments on the four-month, eight-month, and twelve-month anniversaries of the Start Date. One quarter of the Option Award will vest on the first anniversary of the Start Date, with the remainder vesting in 36 approximately equal installments on the monthly anniversaries thereafter. The Inducement Awards are subject to the terms set forth in the Inducement Restricted Stock Unit Award Agreement and Inducement Option Award Agreement. The Inducement Awards were approved by the Compensation Committee of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

The Employment Agreement is effective for a one-year term, and automatically renews for additional one-year terms, unless either party gives at least 90 days’ notice prior to the end of the then-current term of an intention not to renew. In the event Mr. Staab’s employment is terminated by the Company without Cause, by Mr. Staab for Good Reason, or if the Company elects not to renew the Employment Agreement not in connection with a Corporate Transaction (as each term is defined in the Employment Agreement), Mr. Staab will be entitled to receive: (i) nine months of base salary, (ii) a pro-rated amount of the annual bonus that he would have received had 100% of goals been achieved for the fiscal year in which such termination occurs, and (iii) nine months of COBRA reimbursements or benefits payments, as applicable. During the one-year period immediately following a Corporate Transaction, in the event Mr. Staab’s employment is terminated by the Company without Cause, by Mr. Staab for Good Reason, or if the Company elects not to renew the Employment Agreement, Mr. Staab will be entitled to receive: (i) 12 months of base salary, (ii) the amount of the annual bonus that he would have received had 100% of goals been achieved for the fiscal year in which such termination occurs, and (iii) 12 months of COBRA reimbursements or benefits payments, as applicable. Mr. Staab’s entitlement to these payments is conditioned upon execution of a release of claims.

The foregoing description of the Employment Agreement, RSU Award and Option Award does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, Form of Inducement Restricted Stock Unit Award Agreement and Form of Inducement Option Award Agreement, copies of which are filed as Exhibits 10.1. 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Mr. Staab has no familial relationships with any executive officer or director of the Company. There have been no transactions in which the Company has participated and in which Mr. Staab had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

Resignation of Interim Chief Financial Officer

On April 21, 2026, in connection with the appointment of Mr. Staab as Chief Financial Officer of the Company, Mr. McGauley submitted his resignation as the Company’s Interim Chief Financial Officer, effective May 10, 2026. Under the terms of the Company’s existing consulting agreement with Danforth Advisors, LLC (the “Danforth Consulting Agreement”), Mr. McGauley will continue to provide consulting services to the Company as Mr. Staab transitions into his new role until at least the end of May 2026, including but not limited to continuing to serve as the Company’s principal financial officer and principal accounting officer until the filing of the Form 10-Q.

The description of the Danforth Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Danforth Consulting Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01

Other Events.

On April 22, 2026, the Company issued a press release announcing the appointment of Mr. Staab as Chief Financial Officer and the issuance of employment inducement stock options to Mr. Staab. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

Exhibit

No.

Description

10.1

Executive Employment Agreement with Thomas R. Staab, II, dated April 9, 2026.

10.2

Form of Inducement Restricted Stock Unit Award Agreement.

10.3

Form of Inducement Stock Option Award Agreement (incorporated by reference to Exhibit 10.26 to the Company’s Form 10-K for the period ended December 31, 2024, filed with the SEC on March 25, 2025).

10.4

Consulting Agreement dated October 14, 2021, by and between Tenax Therapeutics, Inc. and Danforth Advisors, LLC (certain confidential portions (as indicated therein) of this exhibit have been omitted) (incorporated by reference to Exhibit 10.20 to the Company’s Form 10-K for the period ended December 31, 2021, filed with the SEC on March 29, 2022).

99.1

Press Release dated April 22, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized.

Date: April 22, 2026

Tenax Therapeutics, Inc.

By:

/s/ Christopher T. Giordano

Christopher T. Giordano

President and Chief Executive Officer

EX-10.1

Filename: d81080dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made as of April 9, 2026, by and between Tenax Therapeutics,

Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Thomas R Staab, II (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company desires to employ the Executive as its Chief Financial Officer and the Executive desires to accept such employment on the

terms set forth below.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein, and of other good and valuable

consideration, the receipt and sufficiency of which the parties acknowledge, the Company and the Executive agree as follows:

Employment. Effective as of May 11, 2026 (the “Start Date”), the Company hereby employs the Executive and the Executive hereby accepts employment as Chief Financial Officer upon the terms and conditions of this

Agreement.

2. Duties.

(a) Generally. The Executive will have such authority, and will faithfully perform all of the duties, normally associated with

the position of Chief Financial Officer, including but not limited to all duties set forth in this Agreement, and all additional duties consistent with such position that are reasonably prescribed from time to time by the Chief Executive Officer of

the Company. The Executive shall comply with all Company policies, standards, rules and regulations (the “Company Policies”) as may exist from time to time and all applicable government laws, rules and regulations that are now or

hereafter in effect.

(b) Full-Time Employment. The Executive shall devote Executive’s full business time and

attention to perform Executive’s duties and responsibilities on behalf of the Company and in furtherance of its best interests. Notwithstanding the foregoing, Executive may (i) manage his personal investments, (ii) perform reasonable

volunteer services, (iii) serve on the board of one or more charitable organizations, (iv) serve on the faculty of Kenan-Flagler Business School, and (v) with prior approval of the Company’s Board of Directors (the

“Board”), serve on the board of directors of up to two for-profit companies that are not competitors of the Company; provided, in any case, that such activities do not materially interfere

with the performance of Executive’s responsibilities in accordance with this Agreement or otherwise violate the terms of this Agreement.

3. Term. Unless earlier terminated as provided herein, the initial term of this Agreement shall commence on the Start Date and

shall continue until the one-year anniversary of the Start Date (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for successive one-year terms on the same terms and conditions set forth herein unless: (a) earlier terminated or amended as provided herein; or (b) either party gives the other written notice of non-renewal at least 90 days prior to the end of the Initial Term or any renewal term of this Agreement, in which case, this Agreement shall terminate on the expiration of the then-current Term. The Initial Term of

this Agreement and all applicable renewals thereof are referred to herein as the “Term.”

4. Compensation. During the Term, as compensation for the services rendered by

the Executive under this Agreement, the Executive shall be entitled to receive the following (all payments are subject to applicable withholdings):

(a) Base Salary. The Executive shall receive an annual salary of $428,000 (less applicable withholdings) (“Base

Salary”) payable in accordance with the payroll policies of the Company. The Company shall review, on an annual basis, the Executive’s salary and may increase or decrease such salary as the Company deems appropriate; provided,

however, that any decrease shall only be effective if it is a result of an across-the-board decrease affecting all senior executives as a group.

(b) Bonuses. Each fiscal year during the Term, the Executive shall be entitled to an annual bonus, the amount of which is based

on percentage achievement of annual goals set by the Company, after consultation with the Executive, at the beginning of each fiscal year for such fiscal year (the “Annual Bonus”), which achievement shall be determined as of the

last day of such fiscal year. For the fiscal year during which the Start Date occurs, the Executive shall be entitled to a prorated Annual Bonus based on the same criteria but the amount of which shall be reduced based on the percentage of the

fiscal year the Executive was employed by the Company, which shall include only the time from the Start Date through the last of such fiscal year. If the Executive achieves 100% of the annual goals during the Term, the Annual Bonus shall be 45% of

the Base Salary (“Target Bonus”). There is no cap on the Annual Bonus for exceeding 100% of annual goals; for example, an achievement of 200% of annual goals would result in an Annual Bonus equal to 90% of Executive’s Base

Salary. The Annual Bonus shall be paid in accordance with the Company’s regular bonus payment procedures, and, in all events, will be paid no later than 75 days following the end of the fiscal year in which the Annual Bonus was earned. Except

as otherwise set forth in Section 6(b) or 6(c), in order to be eligible to receive the Annual Bonus, the Executive must be employed by the Company on the last day of the fiscal year for which the Annual Bonus was earned.

(c) Benefits. The Executive shall be entitled to receive those benefits provided from time to time to other executive employees

of the Company, in accordance with the terms and conditions of the applicable plan documents, provided that the Executive meets the eligibility requirements thereof. All such benefits are subject to amendment or termination from time to time by the

Company without the consent of the Executive or any other employee of the Company.

(d) Business Expenses. The Company shall

pay, or reimburse the Executive for, all reasonable and appropriate expenses incurred by the Executive directly related to conduct of the business of the Company; provided that the Executive complies with the Company Policies for the reimbursement

or advancement of business expenses that are now or hereafter in effect. The Company shall provide such payments or reimbursements within 30 days following the Executive’s incurrence of the expense.

(e) Equity Awards.

(i) Initial Option Award. Subject to the approval of the Board, as an inducement to entering into this Agreement, Executive

will be granted an option to purchase 450,000 shares of the Company’s common stock (the “Option”). The Option will vest as to 25% of the shares covered thereby on the first anniversary of the Start Date, and thereafter the

Option will vest in 36 substantially equal installments on each monthly anniversary thereafter, so long as Executive remains employed by the Company through each such vesting date. The Option will be subject to the terms of an option grant agreement

to be entered between Executive and the Company.

(ii) Initial RSU Award. Subject to the approval of the Board, as an

inducement to entering into this Agreement, Executive will be granted 10,000 restricted stock units (the “RSUs”). One-fourth of the RSUs will vest 10 days after the RSUs are granted, with

the remainder vesting in three equal installments on the four-month, eight-month, and twelve-month anniversaries of the Start Date, so long as Executive remains employed by the Company through each such vesting date. The RSUs will be subject to the

terms of an RSU grant agreement to be entered between Executive and the Company.

5. Termination. This Agreement and the

Executive’s employment by the Company shall or may be terminated, as the case may be, as set forth below.

(a) Termination

upon Expiration of the Term. This Agreement and the Executive’s employment by the Company shall terminate upon the expiration of the Term in the event either party gives the other party timely written notice of non-renewal in accordance with Section 3 of this Agreement.

(b) Termination by the

Executive. The Executive may terminate this Agreement and Executive’s employment with the Company as follows:

(i)

Voluntary Resignation. For any reason other than Good Reason (as defined below), 30 days after written notice of the Executive’s resignation is received by the Company.

(ii) For Good Reason. For purposes of this Agreement, the Executive’s termination of Executive’s employment will be

deemed to have been for “Good Reason” if the Executive resigns within six months after any of the following conditions having arisen without Executive’s prior written consent and after having given the Company written notice of the

existence of such condition within 90 days of the Executive’s knowledge of the existence of the condition and providing the Company with 30 days to remedy the condition: (A) a material diminution in the Executive’s Base Salary;

(B) a material diminution in the Executive’s authority, duties, or responsibility by the assignment to Executive of authority, duties, or responsibilities materially inconsistent with Executive’s position; (C) the

Executive’s place of employment is relocated by more than 50 miles; or (D) any breach by the Company of any material provision of this Agreement or any other written agreement with the Executive.

the Executive’s employment by the Company immediately upon written notice to the Executive (or Executive’s personal representative):

(i) Without Cause. At any time and for any reason other than due to Executive’s permanent disability or for Cause (each

as described below).

(ii) Disability. If the Executive is “permanently disabled” (as defined herein), in which

case this Agreement shall terminate immediately; provided that, such termination shall not prejudice any benefits payable to the Executive, the Executive’s spouse or beneficiaries which are fully vested as of the date of the termination of

this Agreement. For purposes of this Agreement, the Executive shall be considered “permanently disabled” when a qualified medical doctor mutually acceptable to the Company and the Executive or the Executive’s personal

representative shall have certified in writing that the Executive has been unable, because of a medically determinable physical or mental disability or illness, to perform substantially all of the Executive’s duties, with or without a

reasonable accommodation, for more than 180 calendar days measured from the last full day of work.

(iii) For Cause. The

term “Cause”, as used herein, shall mean: (A) Any willful material breach of the terms of this Agreement, or of any other written agreement with the Executive, by the Executive, which breach is not cured by the Executive

within 30 days after the Company provides the Executive with written notice specifying the nature of such breach; (B) The Executive’s material misappropriation of the Company’s tangible or intangible property, or material and

intentional breach of the Confidentiality Agreement (as defined below), provided, however, that for this purpose, the Executive will not be deemed to have breached the Confidentiality Agreement in connection with any disclosure made pursuant to a

court order, subpoena or other legal obligation; (C) The Executive’s material failure to comply with the Company Policies or any other reasonable policies and/or directives of the Board, which failure is not cured by the Executive within

30 days after the Company provides the Executive with written notice specifying the nature of such failure; (D) The Executive’s abuse of illegal drugs or any illegal substance, or the Executive’s abuse of alcohol in any manner that

materially interferes with the performance of the Executive’s duties under this Agreement; (E) Any dishonest or illegal action (including, without limitation, embezzlement) by the Executive which may result in material harm to the

interests and well-being of the Company, including, without limitation, harm to its reputation, business, or financial condition; (F) The Executive’s failure to cooperate with a bona fide internal investigation or an investigation by

regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to

fail to cooperate or to produce documents or other materials in connection with such investigation; or (G) The Executive’s failure to disclose any conflict of interest known to the Executive that the Executive may have with the Company in

a transaction between the Company and any third party which failure is detrimental to the interest and well-being of the Company.

(d) Death. Upon the death of the Executive, this Agreement shall terminate immediately; provided that, such termination shall

not prejudice any benefits payable to the Executive’s spouse or beneficiaries which are vested as of the date of death.

6. Obligations Upon Termination.

(a) Generally. Upon the termination of this Agreement and the Executive’s employment with the Company for any reason,

Executive (or Executive’s estate or heirs, if applicable), will be entitled to payment of all compensation and other benefits payable to the Executive (or Executive’s estate or heirs) through the date of such termination in accordance

with the Company’s normal payroll cycle and terms of the applicable benefit plans and programs in existence at the time the Executive’s employment is terminated.

(b) Separation Benefits Upon Certain Terminations Not in Connection with a Corporate Transaction. Upon termination of this

Agreement and the Executive’s employment with the Company by the Company pursuant to Section 5(c)(i), upon expiration of the Term following the Company’s notice of non-renewal pursuant to

Section 3, or by the Executive pursuant to Section 5(b)(ii), and, in any such case, not at the time of or within 12 months immediately following a Corporate Transaction (as defined in the Company’s 2022 Stock Incentive Plan, as

amended), Executive, in addition to the amounts described in Section 6(a) above, shall be entitled to receive the separation benefits described in Sections 6(b)(i), (ii), and (iii) below, such separation benefits specifically conditioned

upon Executive’s execution and non-revocation of a valid release as described in Section 6(d) and compliance with Executive’s obligations under Sections 7, 8, and 9:

(i) payment of an amount equal to nine months of Executive’s then-current Base Salary (less applicable withholdings), payable in

a lump sum on the 60th day following the date of the Executive’s separation from service (the “Severance Payment Date”);

(ii) a lump sum payment in an amount equal to the Target Bonus for the fiscal year in which such termination occurred, multiplied by a

fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year in which the termination occurred and the denominator of which is 365 (less applicable withholdings), with such payment

to be made on the Severance Payment Date; and

(iii) reimbursement for premium payments the Executive makes under the Consolidated

Budget Reconciliation Act or comparable state-law continuation coverage (collectively, “COBRA”) to continue the Executive and, if applicable, the Executive’s family’s health

insurance coverage under the Company’s group health insurance plan for nine months from the date of termination. Reimbursements for COBRA premium payments shall begin on the Severance Payment Date and shall be made as soon as possible

following the Executive’s submission to the Company of proof of timely payments, but not later than 30 days after the Executive’s submission of proof of timely payments; provided, however, all such claims for reimbursement shall be

submitted by the Executive and paid by the Company no later than 15 months following the termination of the Executive’s employment. Any obligation for the Company to make payments for COBRA reimbursement under this Agreement shall immediately

cease when the Executive becomes eligible for health insurance from a subsequent employer, and the Executive shall promptly notify the Company of such subsequent eligibility. If the Executive desires COBRA coverage, the Executive shall bear full

responsibility for applying for COBRA coverage and nothing herein shall constitute a guarantee of COBRA benefits. Under no circumstances will the Executive be entitled to a cash payment or other benefit in lieu of reimbursements for the actual costs

of premiums for COBRA continuation hereunder. The amount of expenses eligible for reimbursement during any calendar year shall not be affected by the amount of expenses eligible for reimbursement in any other calendar year.

Transaction. Upon termination of this Agreement and the Executive’s employment with the Company by the Company pursuant to Section 5(c)(i), upon expiration of the Term following the Company’s notice of non-renewal pursuant to Section 3, or by the Executive pursuant to Section 5(b)(ii), and, in any such case, at the time of or within 12 months immediately following a Corporate Transaction (as defined in

the Company’s 2022 Stock Incentive Plan, as amended), Executive, in addition to the amounts described in Section 6(a) above, shall be entitled to receive the separation benefits described in Sections 6(c)(i), (ii), and (iii) below,

such separation benefits specifically conditioned upon Executive’s execution and non-revocation of a valid release as described in Section 6(d) and compliance with Executive’s obligations

under Sections 7, 8, and 9:

(i) payment of an amount equal to 12 months of Executive’s then-current Base Salary (less

applicable withholdings), payable in a lump sum on the Severance Payment Date;

(ii) a lump sum payment in an amount equal to the

Target Bonus for the fiscal year in which such termination occurred (less applicable withholdings), with such payment to be made on the Severance Payment Date; and

(iii) reimbursement for premium payments the Executive makes under COBRA to continue the Executive and, if applicable, the

Executive’s family’s health insurance coverage under the Company’s group health insurance plan for 12 months from the date of termination. Reimbursements for COBRA premium payments shall begin on the Severance Payment Date and

shall be made as soon as possible following the Executive’s submission to the Company of proof of timely payments, but not later than 30 days after the Executive’s submission of proof of timely payments; provided, however, all such

claims for reimbursement shall be submitted by the Executive and paid by the Company no later than 15 months following the termination of the Executive’s employment. Any obligation for the Company to make payments for COBRA reimbursement under

this Agreement shall immediately cease when the Executive becomes eligible for health insurance from a subsequent employer, and the Executive shall promptly notify the Company of such subsequent eligibility. If the Executive desires COBRA coverage,

the Executive shall bear full responsibility for applying for COBRA coverage and nothing herein shall constitute a guarantee of COBRA benefits. Under no circumstances will the Executive be entitled to a cash payment or other benefit in lieu of

reimbursements for the actual costs of premiums for COBRA continuation hereunder. The amount of expenses eligible for reimbursement during any calendar year shall not be affected by the amount of expenses eligible for reimbursement in any other

calendar year.

(d) Release of Claims. Notwithstanding any provision of this Agreement to the contrary, the Company’s

obligation to provide the payments and benefits under Section 6(b) or 6(c) of this Agreement (as applicable) is conditioned upon the Executive’s execution and non-revocation of an enforceable

release of claims and Executive’s compliance with Executive’s

obligations under Sections 7, 8, and 9 of this Agreement. If the Executive chooses not to execute such a release, timely revokes the release, or fails to comply with Executive’s obligations

under Sections 7, 8, and 9 of this Agreement, then the Company’s obligation to compensate Executive will cease upon the termination of Executive’s employment except as to amounts due at the time pursuant to Section 6(a). The Company

shall provide the release of claims to the Executive within seven days of Executive’s separation from service, and the Executive must execute it within the time period specified in the release (which shall not be longer than 45 days from the

date of receipt). Such release shall not be effective until any applicable revocation period has expired.

(e) Limitation.

For the avoidance of doubt, in no situation will Executive be entitled to benefits under both Section 6(b) and Section 6(c).

(f) No Further Obligations. Except as expressly provided above or as otherwise required by law, the Company will have no

obligations to Executive in the event of the termination of this Agreement for any reason.

7. Confidential Information and

Competitive Business Activities. The Executive acknowledges that by virtue of Executive’s employment and position with the Company, Executive has or will have access to Confidential Information (as defined in the Employee Non-Disclosure and Invention Assignment Agreement executed by the Executive, effective as of the Start Date (the “Confidentiality Agreement”)), of the Company, including valuable information about

its business operations and entities with which it does business in various locations, and has developed or will develop relationships with parties with whom it does business in various locations. The Executive also acknowledges that the

Confidential Information and competitive business activities provisions set forth in the Confidentiality Agreement, are reasonably necessary to protect the Company’s legitimate business interests, are reasonable as to the time, territory and

scope of activities which are restricted, do not interfere with public policy or public interest and are described with sufficient accuracy and definiteness to enable Executive to understand the scope of the restrictions imposed on Executive. The

Executive acknowledges that Executive’s failure to abide by the provisions set forth in the Confidentiality Agreement and the provisions set forth under Sections 8 and 9 of this Agreement would cause irreparable harm to the Company for which

legal remedies would be inadequate. Therefore, in addition to any legal or other relief to which the Company may be entitled by virtue of the Executive’s failure to abide by the provisions set forth in the Confidentiality Agreement:

(i) the Company will be released of its obligations under this Agreement to make any post-termination payments; (ii) the Company may seek legal and equitable relief, including but not limited to preliminary and permanent injunctive relief,

for the Executive’s actual or threatened failure to abide by these provisions; (iii) the Executive will return all post-termination payments received pursuant to this Agreement; and (iv) the Executive will indemnify the Company for

all reasonable and documented expenses, including attorneys’ fees, incurred by it in successfully enforcing these provisions. In the event that the Company exercises its right to discontinue payments under this provision and/or the Executive

returns all post- termination payments received pursuant to this Agreement, the Executive shall remain obligated to abide by the provisions set forth in the Confidentiality Agreement.

8. Non-Competition. In addition to the

provisions set forth in the Confidentiality Agreement and obligations under Section 7 of this Agreement, Executive agrees to be bound by the provisions of this Section 8:

(a) Employee understands that the nature of Employee’s position gives Employee access to and knowledge of Confidential Information (as

defined in the Confidentiality Agreement) and places Employee in a position of trust and confidence with the Company. Employee further understands and acknowledges that the Company’s ability to reserve its Confidential Information, good will,

and trade secrets for its exclusive knowledge and use is of great competitive importance and commercial value to the Company, and that improper use or disclosure by Employee would likely result in unfair or unlawful competitive activity. Therefore,

given the aforementioned and in consideration for the promises provided to Employee by the Company herein, during the Restricted Period (as defined below), Employee shall not engage in Competitive Activity (as defined below) in the Prohibited

Territory (as defined below).

(b) The “Restricted Period” means: (i) the period of time that Employee is employed

by the Company; and (ii) the 12-month period following the last day of Employee’s employment with the Company (such last day referred to herein as the “Separation Date”).

shareholder, owner, partner, joint venturer, employee, independent contractor, consultant, advisor, sole proprietorship, agent, or representative for a Competitor of the Company that are the same as or substantially similar to the work Employee

performed on behalf of the Company at any time during the 12 months prior to the Separation Date. Notwithstanding the preceding, passively owning less than 5% of a public company shall not constitute by itself Competitive Activity or assisting

others to engage in Competitive Activity.

(d) “Competitor” means: an individual, business, corporation, association,

firm, undertaking, company, partnership, joint venture, organization or other entity other than the Company that either (A) conducts Restricted Business within the Prohibited Territory or (B) provides or sells goods or services within the

Prohibited Territory which are otherwise competitive with the goods or services provided by the Company.

(e) The “Restricted

Business” means: the research, development, marketing, and sale of cardiovascular and pulmonary hypertension focused therapeutic products and any business engaged in by the Company as of the Separation Date.

(f) “Prohibited Territory” means: (i) the State of North Carolina; and (ii) within a 50-mile radius of any location in the United States in which Employee provided services at the time of, or during the 12-month period prior to, the Separation Date.

9. Non-Solicitation. In addition to

the provisions set forth in the Confidentiality Agreement and obligations under Sections 7 and 8 of this Agreement, Executive agrees to be bound by the provisions of this Section 9:

(a) Employee understands and acknowledges that because of Employee’s experience with and relationship to the Company, Employee will have

access to and will learn about much or all of the Company’s referral sources, customer information, and investor information, including, but not limited to, Confidential Information. Employee understands and acknowledges that the

Company’s relationships with its referral sources, customers, and investors is of great competitive value, and that the Company has invested and continues to invest substantial resources in developing and preserving these relationships, and

the loss of any such relationship or goodwill will cause significant and irreparable harm to the Company. Therefore, given the aforementioned and in consideration for the promises provided to Employee by the Company herein, during the Restricted

Period, Employee shall not: (i) solicit, encourage, or cause any Restricted Supplier (as defined below) not to do business with or to reduce any part of its business with the Company; (ii) solicit, encourage, or cause any Restricted

Referral Source (as defined below) not to do business with the Company or to reduce any part of the volume of business referred to the Company; (iii) solicit, encourage, or cause any investor or lender not to do business with or to reduce any

part of its business with the Company; (iv) make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements about the Company or its business, owners, or agents,

whether in writing, verbally, or on any online forum; (v) solicit, encourage, or cause any Restricted Client (as defined below) not to do business with or to reduce any part of its business with the Company; (vi) market, sell or provide to

any Restricted Client any services or products that are competitive with or a substitute for the Company’s services or products; (vii) solicit, encourage, or cause any Restricted Client (as defined below) not to do business with or to

reduce any part of its business with the Company; (viii) solicit, encourage, or cause any Restricted Employee (as defined below) to leave the Company; or (ix) assist or encourage anyone else to engage in any of the conduct prohibited by

this Section 9.

(b) “Restricted Client” means: (i) any Company client with whom Employee had material

business contact at any time during the 12 months prior to Employee’s last day of employment with the Company; and (ii) any Company client for whom Employee provided services at any time during the 12 months prior to Employee’s last

day of employment with the Company.

or does business within the Prohibited Territory and that has referred business to the Company, if such referred business constitutes at least 20% of the Company’s aggregate gross revenue during the

12-month period prior to the Separation Date.

(d) “Restricted Supplier” means

any Company supplier or vendor that operates or does business within the Prohibited Territory, if the materials, goods, or services purchased by the Company from such supplier or vendor constitute at least 20% of the Company’s aggregate

purchases during the 12-month period prior to the Separation Date.

(e) “Restricted

Employee” means each Company employee with whom Employee had material business contact or about whose abilities Employee learned while employed by the Company, and whom the Company employed at any time during the then-previous 12 months.

Employee understands and acknowledges that the Company has extended and continues to expend significant time and expense in recruiting and training its employees and that the loss of such employees would cause significant and irreparable harm to the

Company.

10. Representations and Warranties.

(a) The Executive represents and warrants to the Company that the Executive’s performance of this Agreement and as an employee of the

Company does not and will not breach any non-competition agreement or any agreement to keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to the

Executive’s employment by the Company. The Executive represents and warrants to the Company that the Executive has not entered into, and agrees not to enter into, any agreement that conflicts with or violates this Agreement.

(b) The Executive represents and warrants to the Company that the Executive has not brought and shall not bring with the Executive to the

Company, or use in the performance of the Executive’s responsibilities for the Company, any materials or documents of a former employer which are not generally available to the public or which did not belong to the Executive prior to the

Executive’s employment with the Company, unless the Executive has obtained written authorization from the former employer or other owner for their possession and use and provided the Company with a copy thereof.

11. Notices. All notices, requests, consents, approvals, and other communications to, upon, and between the parties shall be in

writing and shall be deemed to have been given, delivered, made, and received when: (a) personally delivered; (b) deposited for next day delivery by Federal Express, or other similar overnight courier services; (c) transmitted via

telefacsimile or other similar device to the attention of the Company’s Chief Executive Officer with receipt acknowledged; or (d) three days after being sent or mailed by certified mail, postage prepaid and return receipt requested,

addressed as follows:

If to the Company:

Tenax Therapeutics, Inc.

Attn:

Chief Executive Officer

101 Glen Lennox Drive, Suite 300

Chapel Hill, NC 27517

If to the

Executive:

Thomas R. Staab, II

[*]

12.

Indemnification, Liability Insurance. The Company shall indemnify and hold the Executive harmless to the fullest extent permitted by the laws of the Company’s state of incorporation in effect at the time against and in respect of any

and all third-party actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney’s fees), losses, and damages resulting from the Executive’s performance of the Executive’s

duties and obligations with the Company, but excluding claims arising out of Executive’s willful misconduct. The Executive will be entitled to be covered, both during and, while potential liability exists, by the insurance policies that the

Company maintains generally for the benefit of officers and directors of the Company against all costs, charges and expenses incurred in connection with any action, suit or proceeding to which the Executive may be made a party by reason of being an

officer or director of the Company in the same amount and to the same extent as the Company covers its other officers and directors. These obligations shall survive the termination of the Executive’s employment with the Company.

13. Effect; Assignment. This Agreement shall be binding on and inure to the

respective benefit of the Company and its successors and assigns and the Executive and Executive’s personal representatives. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation,

reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company

would be required to perform if no such succession had taken place. The Executive may not assign this Agreement or delegate Executive’s obligations hereunder. As used in this Agreement, “Company” shall mean the Company and any such

successor which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

14. Entire Agreement. Except as expressly provided in this Agreement and except for the Confidentiality Agreement, this

Agreement: (i) supersedes all other understandings and agreements, oral or written, between the parties with respect to the subject matter of this Agreement; and (ii) constitutes the sole agreement between the parties with respect to this

subject matter. Each party acknowledges that: (A) no representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement; and

(B) no agreement, statement or promise not contained in this Agreement shall be valid. No change or modification of this Agreement shall be valid or binding upon the parties unless such change or modification is in writing and is signed by the

parties.

15. Severability. If a court of competent jurisdiction holds that any provision or

sub- part thereof contained in this Agreement is invalid, illegal or unenforceable, that invalidity, illegality or unenforceability shall not affect, impair, or invalidate any other provision in this

Agreement. If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court will reduce such scope to the minimum extent necessary to make

such covenants valid and enforceable. Executive acknowledges that the restrictive covenants contained in Sections 7, 8, and 9 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects.

16. Amendment and Waiver. No provision of this Agreement, including the provisions of this Section, may be amended, modified,

superseded, deleted, or waived in any manner except by a written agreement executed by the parties. Further, the Company’s or the Executive’s waiver of any breach of a provision of this Agreement shall not waive any subsequent breach by

the other party.

17. Governing Law. This Agreement and the employment relationship created by it shall be governed by North

Carolina law without giving effect to North Carolina choice of law provisions.

18. Consent to Jurisdiction and Venue. Each of the parties agrees that any

suit, action, or proceeding arising out of this Agreement may be instituted against it in the Superior Court of Wake County, North Carolina or in the United States District Court for the Eastern District of North Carolina (assuming that such court

has subject matter jurisdiction over such suit, action or proceeding). Each of the parties hereby waives any objection that it may have to the venue of any such suit, action, or proceeding, and each of the parties hereby irrevocably consents to the

personal jurisdiction of any such court in any such suit, action, or proceeding.

19. Counterparts; Electronic Delivery.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument reflecting the terms of the Agreement. Counterparts may be delivered via facsimile,

electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., Docusign) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid

and effective for all purposes.

20. Headings. The headings herein are for convenience only and shall not affect the

interpretation of this Agreement.

21. Tax Matters.

(a) Application of Section 409A.

(i) Parties’ Intent. The parties intend that the provisions of this Agreement comply with Section 409A of the

Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (collectively, “Section 409A”), or an exemption, and all provisions of this Agreement shall be construed

in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur

any additional tax or interest under Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Section 409A; provided, that to the

maximum extent practicable, the original intent and economic benefit to the Executive and the Company of the applicable provision shall be maintained.

(ii) Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of

this Agreement relating to the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “separation from service” within the meaning of Section 409A and, for

purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean a separation from service.

(iii) Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for

purposes of Section 409A.

(iv) Delayed Distribution to Specified Employees. If the Company determines

in accordance with Section 409A, in the Company’s sole discretion, that the Executive is a specified employee of the Company, any payments and/or benefits provided under this Agreement that constitute “nonqualified deferred

compensation” subject to Section 409A that are provided to Executive on account of Executive’s separation from service shall not be provided until the day after the six-month anniversary of

Executive’s termination date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made to Executive during such six-month period

shall be paid in a lump sum to Executive on the Specified Employee Payment Date without interest and, thereafter, any remaining reimbursements shall be paid without delay in accordance with their original schedule.

(b) Withholdings. The Company shall withhold any amounts required from any payment due the Executive hereunder in accordance

with state and federal tax law requirements.

22. Obligations Survive Termination of Employment. The termination of

Executive’s employment for whatever reason will not impair or relieve Executive of any of Executive’s obligations under this Agreement which, by their express terms or by implication, extend beyond the term of Executive’s

employment.

[Signature Page Immediately Follows]

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and

year first above written.

TENAX THERAPEUTICS, INC.

By:

/s/ Christopher T. Giordano

Name:

Christopher T. Giordano

Title:

President and Chief Executive Officer

EXECUTIVE:

/s/ Thomas R. Staab, II

Thomas R. Staab, II

EX-10.2

Filename: d81080dex102.htm · Sequence: 3

EX-10.2

Exhibit 10.2

TENAX THERAPEUTICS, INC.

NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT GRANT

Tenax Therapeutics, Inc. (the “Company”), hereby grants to the individual identified below (the

“Holder”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Notice of Inducement Restricted Stock Unit Grant (the

“Grant Notice”) and the Inducement Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), each of which is incorporated herein by reference.

This award of RSUs is intended to constitute an “employment inducement grant” made pursuant to NASDAQ Listing Rule 5635(c)(4).

Accordingly, these RSUs have been granted outside of the Company’s 2022 Stock Incentive Plan, as amended (the “Plan”) and any other equity plan established by the Company. However, these RSUs will be administered and

interpreted as if issued under the Plan, a copy of which has been provided to the Holder and which is incorporated herein in its entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement will have the same

definitions as in the Plan or the Agreement.

Holder:

Grant Date:

Vesting Start Date:

Number of RSUs:

Vesting Schedule:

[Signature Page Immediately Follows]

By Holder’s signature and the signature of the Company’s representative below,

Holder and the Company agree that this award of RSUs (the “Award”) is governed by the terms and conditions of the Plan and the attached Agreement, all of which are made a part of this document.

COMPANY:

Tenax Therapeutics, Inc.

By:

Name:

Title:

Address:

HOLDER:

Address:

[Signature Page to Notice of Inducement Restricted Stock Unit Grant]

Exhibit 10.2

EXHIBIT A

INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT

This Inducement Restricted Stock Unit Award Agreement (this “Agreement”) governs the award of Restricted Stock Units to the

Holder identified on the accompanying Grant Notice. Capitalized terms not explicitly defined in this Agreement but defined in the Company’s 2022 Stock Incentive Plan, as amended (the “Plan”) will have the same definition and

meaning as in the Plan.

1. Grant of RSUs. Effective as of the Date of Grant, the Company grants the Holder the number of

RSUs listed on the Grant Notice. The RSUs are subject to the vesting, payment, and other provisions of this Agreement and the Plan. Each RSU is subject to settlement into one share of Common Stock of the Company that will be delivered to the Holder

when and if such RSU becomes vested subject to the terms of this Agreement.

2. Vesting; Forfeiture. The RSUs are unvested

when granted and will vest in accordance with the vesting schedule set forth on the Grant Notice, subject to Holder’s Continuous Service through the vesting date(s). Vesting will cease upon the termination of Holder’s Continuous Service.

All RSUs that are not vested upon the termination of Holder’s Continuous Service for any reason will be immediately forfeited.

3. Delivery of Shares to Settle Vested RSUs. RSUs that become vested as provided in Section 2 will be settled by delivering

to Holder a number of Shares equal to the number of vested RSUs as soon as practicable after the date on which the RSUs vest, provided that the Company may provide a reasonable delay in the issuance or delivery of the Shares to address tax

withholding and other administrative matters and provided further that delivery of the Shares will occur no later than two and one-half months following the conclusion of the year in which the vesting occurs.

At the time of settlement, the Company will, at its election, either: (a) issue a certificate representing the Shares deliverable pursuant to this Agreement; or (b) not issue any certificate representing the Shares deliverable pursuant to

this Agreement and instead document the Holder’s interest in the Shares by registering such Shares with the Company’s transfer agent (or another custodian selected by the Company) in book-entry form in the Holder’s name.

4. Capitalization Changes. The number of RSUs convertible to Shares subject to this Award may be adjusted from time to time by

the Administrator to account for changes in capitalization as described in Section 13 of the Plan.

5. Rights as a

Stockholder. The RSUs represent a right to payment from the Company if the conditions of the Agreement are met and do not give the Holder ownership of any Common Stock prior to delivery as provided in Section 3. Holder will not have any

rights and/or privileges of a stockholder of the Company with respect to the RSUs prior to such delivery. If Holder becomes vested in RSUs as provided in Section 2, any Shares to which Holder becomes entitled will be delivered to Holder as

provided in Section 3, and Holder will have full ownership of the Shares upon such delivery.

6. Non-Transferability. The Award is

not transferable, may not be sold, assigned, exchanged, transferred, pledged, hypothecated, encumbered or otherwise disposed of except as provided in the Plan or by will or by the laws of descent and distribution and in accordance with the

Applicable Laws. Any purported transfer of the RSUs or the right to payment under this Agreement is null and void and will not be given effect.

7. Award Not a Service Contract. Neither the Award nor this Agreement is an employment or service contract, and nothing in this

Agreement or the Grant Notice creates or will be deemed to create in any way whatsoever any obligation on Holder’s part to continue in the service of the Company or a Related Entity, or of the Company or a Related Entity to continue

Holder’s service.

8. Tax Consequences. Holder acknowledges that he understands the federal, state, and local tax

consequences of the Award and the issuance, vesting, forfeiture, and delivery provisions hereof relating to the RSUs. Holder will rely solely on the advice of his own tax advisors and not on any statements or representations of the Company or any of

its agents. Holder understands that Holder (and not the Company) will be responsible for his own tax liability that may arise as a result of the Award or the transactions contemplated by this Agreement. The Company has no duty or obligation to

minimize the tax consequences associated with this Award to the Holder and will not be liable to the Holder for any adverse tax consequences arising in connection with this Award.

9. Withholding Obligations. Holder understands that, at the time that Holder becomes vested and/or receives payment for any RSUs

(including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. Holder hereby authorizes the Company to satisfy any required withholding to satisfy federal, state, local,

payroll, and foreign tax withholding obligations of the Company or any Related Entity that arise in connection with the RSUs through any method authorized in the Plan. Unless otherwise determined by the Administrator in its sole discretion, Holder

acknowledges that the Company will satisfy such tax withholding obligation by arranging for the sale, by a broker of the Company’s choosing, of such number of Shares otherwise deliverable to the Holder equal in value to the tax obligation

required to be withheld (plus any applicable broker commission). Holder understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Company in its reasonable

discretion. Holder further understands that, although the Company will pay withheld amounts to the applicable taxing authorities, Holder remains responsible for payment of all taxes due as a result of income arising under the Agreement.

10. Application of Section 409A.

(a) The parties intend that this Agreement and the delivery of Shares or other consideration in respect of the RSUs provided under this

Agreement satisfies, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations section 1.409A-1(b)(4) (or any other applicable exemption), and

this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the delivery of Shares in respect of the RSUs provided under this Agreement will be conducted, and this Agreement will

be construed, in a manner that complies with Section 409A and is consistent with the requirements for avoiding taxes or penalties under Section 409A. The parties further intend that each installment of any payments provided for in this

Agreement is a separate “payment” for purposes of Section 409A.

(b) To the extent any payment hereunder due upon the termination of the

Holder’s Continuous Service is deferred compensation that is subject to Section 409A, and is not otherwise exempt from complying with the provisions of Section 409A, then such payment will not be made unless and until Holder has also

incurred a “separation from service” (as such term is defined in Treasury Regulation section 1.409A-1(h)). To the extent that (i) one or more of the payments received or to be received by the

Holder pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (ii) the Holder is a “specified employee” within the meaning of Section 409A, then solely to the

extent necessary to avoid the imposition of any additional taxes or penalties under Section 409A, the commencement of any payments under this Agreement will be deferred until the date that is six months and one day following the Holder’s

termination of Continuous Service (or, if earlier, the date of death of the Holder) and will instead be paid on the date that immediately follows the end of such period (or death) or as soon as administratively practicable within 30 days thereafter.

(c) The Company makes no representations to Holder regarding the compliance of this Agreement or the Award with Section 409A,

and Holder is solely responsible for the payment of any taxes or penalties arising under Section 409A(a)(1), or any state law of similar effect, with respect to the grant or vesting of the RSUs or the delivery of the Shares subject to this

Award.

11. Inducement Award. This Award is an employment inducement grant made pursuant to NASDAQ Listing Rule 5635(c)(4).

Accordingly, this Award has been granted outside of the Plan or any other equity plan established by the Company. However, this Award will be administered and interpreted as if issued under the Plan, a copy of which has been provided to the Holder

and which is incorporated herein in its entirety.

12. Miscellaneous.

(a) Notices. Any notice, demand or request required or permitted to be given pursuant to the terms of this Agreement will be in writing

and will be deemed given when delivered personally, one day after deposit with a recognized international delivery service (such as FedEx), or three days after deposit in the U.S. mail, first class, certified or registered, return receipt requested,

with postage prepaid, in each case addressed to the parties at the addresses of the parties set forth in the Grant Notice or such other address as a party may designate by notifying the other in writing.

(b) Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its

successors and assigns and upon the Holder, Holder’s executor, personal representative(s), distributees, administrators, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person

will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.

(d) Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in

writing by both Holder and the Company.

(e) Choice of Law. This Agreement will be construed and enforced in accordance with and

governed by the laws of the State of Delaware, without giving effect to the choice of law rules of any jurisdiction.

(f) Entire

Agreement. This Agreement, along with the Grant Notice and the Plan, constitutes the entire agreement between the parties hereto with regard to the subject matter hereof, and supersedes any other agreements, representations or understandings

(whether oral or written and whether express or implied) that relate to such subject matter.

EX-99.1

Filename: d81080dex991.htm · Sequence: 4

EX-99.1

Exhibit 99.1

Tenax Therapeutics Appoints Thomas R. Staab, II as Chief Financial Officer

Mr. Staab has over 25 years of financial and executive experience across the healthcare industry

CHAPEL HILL, N.C., Apr. 22, 2026 (GLOBE NEWSWIRE) – Tenax Therapeutics, Inc. (Nasdaq: TENX) (“Tenax” or “Tenax Therapeutics” or

the “Company”), a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies, announced today the appointment of Thomas R. Staab, II as Chief Financial Officer (CFO), effective

May 11, 2026. Mr. Staab brings over 25 years of leadership experience across management and corporate finance roles in the healthcare industry. He will replace Thomas McGauley, who has served as interim CFO since December 2024.

“Tom brings decades of experience as a CFO, leading strategic finance functions, growing and integrating organizations, and launching products at

multiple healthcare companies. He joins at a crucial moment in Tenax’s evolution, as we expand our registrational program globally and begin building out strategic capabilities key to levosimendan’s future as potentially the first

available therapy for PH-HFpEF patients,” said Chris Giordano, President and Chief Executive Officer of Tenax Therapeutics. “We are delighted to welcome Tom and look forward to leveraging his

considerable knowledge of the biotech investment world, and his C-suite experience in biotech, as we advance TNX-103 over the coming years.”

Mr. Giordano added, “Our interim CFO, Tom McGauley, has done a phenomenal job modernizing and growing our finance organization during a vital

period of expansion. The Board and I are grateful for his tireless focus on finance and operational execution, and the strategic guidance he has provided Tenax on so many levels.”

“I am excited to join Tenax and support an organization focused on developing a novel, potential first-in-class therapy for an indication with such a significant unmet need,” said Mr. Staab. “I look forward to partnering with the leadership team and Board of Directors to position the

company for long-term success.”

Mr. Staab is a highly qualified healthcare executive with over 25 years in various financial leadership

positions at publicly-listed companies. He most recently served as CFO and Secretary of LENSAR until May 2026, and Senior Vice President, CFO and Treasurer at BioCryst Pharmaceuticals from July 2011 to February 2020. Prior to BioCryst,

Mr. Staab served as Executive Vice President, CFO and Treasurer at Inspire Pharmaceuticals through its approximately $430 million acquisition by Merck. Previously, he served as acting CFO and Treasurer at Triangle Pharmaceuticals through

its $464 million acquisition by Gilead. Before joining the healthcare industry, Mr. Staab worked for PricewaterhouseCoopers providing audit and business advisory services to national and multi-national corporations in various industries.

He received a BS in Business Administration and a Master of Accounting from the University of North Carolina at Chapel Hill. Mr. Staab is a Certified Public Accountant.

Tenax Therapeutics also announced the issuance of inducement equity awards to Mr. Staab in connection

with his appointment to the position of CFO of the Company to be granted on May 11, 2026. The inducement equity awards consist of (i) an award of 10,000 restricted stock units, and (ii) an award of options to purchase 450,000 shares

of common stock. One quarter of the restricted stock unit award will vest 10 days after Mr. Staab’s start date, with the remainder vesting in three equal installments on the four-month, eight-month, and twelve-month anniversaries of the

start date. One quarter of the option award will vest on the first anniversary of Mr. Staab’s start date, with the remainder vesting in 36 approximately equal installments on the monthly anniversaries thereafter. The vesting of both

awards is subject to Mr. Staab’s continued employment with the Company through each applicable vesting date. The exercise price for the option award will be the closing price of the Company’s common stock on the date of grant. The

award was approved in accordance with Nasdaq Listing Rule 5635(c)(4).

About Tenax Therapeutics

Tenax Therapeutics, Inc. is a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies. The Company

owns global rights to develop and commercialize levosimendan, including TNX-103 (oral levosimendan) which it is developing for the treatment of PH-HFpEF, the most

prevalent form of pulmonary hypertension globally, for which no product has been approved to date. For more information, visit www.tenaxthera.com. Tenax Therapeutics’ common stock is listed on The Nasdaq Stock Market LLC under the

symbol “TENX”.

Caution Regarding Forward-Looking Statements

Except for historical information, all of the statements, expectations and assumptions contained in this press release are forward-looking statements. These

forward-looking statements may include information concerning possible or projected future business operations. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could

cause actual results to differ materially include: our ability to maintain our culture and recruit, integrate and retain qualified personnel and advisors, including our executives and on our Board of Directors; risks of our clinical trials,

including, but not limited to, the timing, delays, costs, design, location, initiation, enrollment, and results of such trials; any delays in regulatory review and approval of product candidates in development; risks related to our business

strategy, including the prioritization and development of product candidates; our estimates regarding the potential market opportunity for our product candidates; reliance on third parties, including Orion Corporation, our manufacturers and CROs;

risks regarding the formulation, production, marketing, customer acceptance and clinical utility of our product candidates; the potential advantages of our product candidates; our competitive position; intellectual property risks; volatility and

uncertainty in the global economy and financial markets in light of unexpected changes in tariffs and the possibility of pandemics, global financial and geopolitical uncertainties, including in the Middle East and the Russian invasion of and war

against the country of Ukraine; risks associated with our cash needs; changes in legal, regulatory and legislative environments in the markets in which we operate, and the impact of these changes on our ability to obtain regulatory approval for our

products; and other risks and uncertainties set forth from time to time in our SEC filings. Tenax Therapeutics assumes no obligation and does not intend to update these forward-looking statements except as required by law.

Contact:

Investor and Media:

Argot Partners

tenax@argotpartners.com

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Document and Entity Information

Apr. 22, 2026

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Document Type

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Document Period End Date

Apr. 22, 2026

Entity Registrant Name

Tenax Therapeutics, Inc.

Entity Incorporation State Country Code

Entity File Number

001-34600

Entity Tax Identification Number

26-2593535

Entity Address, Address Line One

101 Glen Lennox Drive

Entity Address, Address Line Two

Suite 300

Entity Address, City or Town

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Entity Address, Postal Zip Code

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City Area Code

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Local Phone Number

855-2100

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false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Common Stock, $0.0001 par value per share

Trading Symbol

TENX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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No definition available.

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- Definition

Area code of city

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No definition available.

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- Definition

Cover page.

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No definition available.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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Name:

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Data Type:

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Period Type:

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

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Data Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

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Name:

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Namespace Prefix:

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Data Type:

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

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No definition available.

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Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

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- Definition

Code for the postal or zip code

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No definition available.

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the state or province.

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No definition available.

+ Details

Name:

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Data Type:

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

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Data Type:

dei:fileNumberItemType

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

Name:

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Data Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Data Type:

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- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Data Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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