Stuart Rich - 21 Sep 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
Issuer symbol: TENX
Transactions as of: 21 Sep 2022
Net transactions value: $0
Form type: 4
Filing time: 23 Sep 2022, 16:32:55 UTC
Previous filing: 10 Jun 2022
Next filing: 21 May 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TENX	Common Stock	Gift	$0	-1,909,585	-82%	$0.000000	424,347	21 Sep 2022	Direct	F1
transaction	TENX	Common Stock	Gift	$0	+1,909,585		$0.000000	1,909,585	21 Sep 2022	By Stuart Rich 2022 Irrevocable Trust	F1, F2
holding	TENX	Common Stock						1,909,585	21 Sep 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)						250,000	21 Sep 2022	Common Stock	250,000	$1.78	Direct	F4
holding	TENX	Stock Option (right to buy)						100,000	21 Sep 2022	Common Stock	100,000	$0.6200	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.