Stuart Rich - Sep 21, 2022 Form 4 Insider Report for TENAX THERAPEUTICS, INC. (TENX)

Role
Chief Medical Officer, Director, 10%+ Owner
Signature
/s/ S. Halle Vakani, as Attorney-in-Fact
Stock symbol
TENX
Transactions as of
Sep 21, 2022
Transactions value $
$0
Form type
4
Date filed
9/23/2022, 04:32 PM
Previous filing
Jun 10, 2022
Next filing
May 21, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TENX Common Stock Gift $0 -1.91M -81.82% $0.00 424K Sep 21, 2022 Direct F1
transaction TENX Common Stock Gift $0 +1.91M $0.00 1.91M Sep 21, 2022 By Stuart Rich 2022 Irrevocable Trust F1, F2
holding TENX Common Stock 1.91M Sep 21, 2022 By Andrea Rich 2021 Irrevocable Trust F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TENX Stock Option (right to buy) 250K Sep 21, 2022 Common Stock 250K $1.78 Direct F4
holding TENX Stock Option (right to buy) 100K Sep 21, 2022 Common Stock 100K $0.62 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a gift of Issuer's common stock to the Stuart Rich 2022 Irrevocable Trust. a Spousal Lifetime Access Trust (the "Trust"), for the benefit of Reporting Person's spouse and their children.
F2 The Reporting Person is special asset advisor to 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.
F3 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.
F4 The option becomes 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.
F5 The options vest and become exercisable as follows: options with respect to 25,000 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.