Stuart Rich - 10 Dec 2024 Form 4 Insider Report for TENAX THERAPEUTICS, INC. (TENX)

Role: Chief Medical Officer, Director
Signature: /s/ S. Halle Vakani, as Attorney-in-Fact
Issuer symbol: TENX
Transactions as of: 10 Dec 2024
Net transactions value: $0
Form type: 4
Filing time: 12 Dec 2024, 20:09:56 UTC
Previous filing: 21 May 2024
Next filing: 20 May 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TENX	Common Stock						266	10 Dec 2024	Direct
holding	TENX	Common Stock						1,194	10 Dec 2024	By Stuart Rich 2022 Irrevocable Trust	F1
holding	TENX	Common Stock						1,194	10 Dec 2024	By Andrea Rich 2021 Irrevocable Trust	F2

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
transaction	TENX	Stock Option (right to buy)	Award	$0	+500,000		$0.000000	500,000	10 Dec 2024	Common Stock	500,000	$5.94	Direct
holding	TENX	Stock Option (right to buy)						157	10 Dec 2024	Common Stock	157	$2848.00	Direct	F3
holding	TENX	Stock Option (right to buy)						63	10 Dec 2024	Common Stock	63	$992.00	Direct	F4
holding	TENX	Stock Option (right to buy)						119	10 Dec 2024	Common Stock	119	$3.55	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.