TENAX THERAPEUTICS, INC.
For the period ended Dec 31, 2024. Filed Mar 25, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 25, 2025
TENX$1.69-5.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 15. —EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)
List of documents filed as part of this report:
i.
Financial Statements:
The financial statements of the Company and the related reports of the Company’s independent registered public accounting firm thereon have been filed under Item 8 hereof.
ii.
Financial Statement Schedules:
None.
iii.
Exhibit Index
The following exhibits have been or are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:
| Incorporated by Reference(Unless Otherwise Indicated) | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Title | Form | File | Exhibit | Filing Date |
| 2.1 | Asset Purchase Agreement by and between Oxygen Biotherapeutics, Inc., Life Newco, Inc., Phyxius Pharma, Inc., and the stockholders of Phyxius Pharma, Inc. dated October 21, 2013. | 8-K | 001-34600 | 2.1 | October 25, 2013 |
| 2.2 | Agreement and Plan of Merger among PHPrecisionMed Inc., Tenax Therapeutics, Inc., Life Newco II, Inc., and Dr. Stuart Rich dated January 15, 2021. | 8-K | 001-34600 | 2.1 | January 19, 2021 |
| 3.1.1 | Certificate of Incorporation of Oxygen Biotherapeutics, Inc., dated April 17, 2008. | 8-K | 002-31909 | 3.01 | June 30, 2008 |
| 3.1.2 | Certificate of Amendment of the Certificate of Incorporation, effective November 9, 2009. | 8-K | 002-31909 | 3.1 | November 13, 2009 |
| 3.1.3 | Certificate of Amendment of the Certificate of Incorporation, effective May 10, 2013. | 8-K | 001-34600 | 3.1 | May 15, 2013 |
| 3.1.4 | Certificate of Amendment of the Certificate of Incorporation, effective September 19, 2014. | 10-Q | 001-34600 | 3.4 | December 15, 2014 |
| 3.1.5 | Certificate of Amendment of the Certificate of Incorporation, effective February 23, 2018. | 8-K | 001-34600 | 3.1 | February 23, 2018 |
| 3.1.6 | Certificate of Amendment of the Certificate of Incorporation, effective January 4, 2023. | 8-K | 001-34600 | 3.1 | January 4, 2023 |
| 3.1.7 | Certificate of Amendment of the Certificate of Incorporation, effective January 2, 2024. | 8-K | 001-34600 | 3.1 | January 5, 2024 |
| 3.2 | Certificate of Designation of Series A Convertible Preferred Stock, dated December 10, 2018. | 8-K | 001-34600 | 4.1 | December 11, 2018 |
| 3.3 | Fourth Amended and Restated Bylaws. | 10-Q | 001-34600 | 3.1 | August 15, 2023 |
| 4.1 | Specimen Stock Certificate. | 10-K | 001-34600 | 4.1 | July 23, 2010 |
| 4.2 | Form of Warrant to Purchase Shares of Common Stock, dated December 11, 2018. | 8-K | 001-34600 | 4.3 | December 11, 2018 |
| 4.3 | Form of Unregistered Warrant, dated March 13, 2020. | 8-K | 001-34600 | 4.2 | March 13, 2020 |
| 4.4 | Form of Placement Agent Warrant, dated March 13, 2020. | 8-K | 001-34600 | 4.3 | March 13, 2020 |
| 4.5 | Form of Unregistered Warrant, dated July 6, 2020. | 8-K | 001-34600 | 4.2 | July 8, 2020 |
| 4.6 | Form of Placement Agent Warrant, dated July 8, 2020. | 8-K | 001-34600 | 4.3 | July 8, 2020 |
| 4.7 | Form of Unregistered Warrant, dated July 6, 2021. | 8-K | 001-34600 | 4.2 | July 8, 2021 |
| 4.8 | Form of HCW Warrant, dated July 6, 2021. | 8-K | 001-34600 | 4.3 | July 8, 2021 |
| 4.9 | Form of Common Stock Warrant, dated May 19, 2022. | 8-K | 001-34600 | 4.2 | May 20, 2022 |
| 4.10 | Warrant Amendment Agreement, dated as of May 17, 2022, by and between the Company and the Investor. | 8-K | 001-34600 | 4.3 | May 20, 2022 |
| 4.11 | Warrant Agency Agreement, dated February 3, 2023, by and between Tenax Therapeutics, Inc. and Direct Transfer LLC. | 8-K | 001-34600 | 4.1 | February 7, 2023 |
| 4.12 | Form of Common Stock Purchase Warrant, dated February 3, 2023. | 8-K | 001-34600 | 4.3 | February 7, 2023 |
| 4.13 | Warrant Agency Agreement, dated February 12, 2024, by and between Tenax Therapeutics, Inc. and Direct Transfer LLC. | 8-K | 001-34600 | 4.1 | February 12, 2024 |
| 4.14 | Form of Common Stock Purchase Warrant, dated February 12, 2024. | 8-K | 001-34600 | 4.3 | February 12, 2024 |
| 4.15 | Form of Pre-Funded Warrant to Purchase Common Stock, dated August 8, 2024. | 8-K | 001-34600 | 4.1 | August 6, 2024 |
| 4.16 | Form of Warrant to Purchase Shares of Common Stock or Pre-Funded Warrants, dated August 8, 2024. | 8-K | 001-34600 | 4.2 | August 6, 2024 |
| 4.17 | Description of Common Stock. | 10-K | 001-34600 | 4.20 | March 28, 2024 |
| 4.18 | Form of Pre-Funded Warrant to Purchase Common Stock, dated March 5, 2025. | 8-K | 001-34600 | 4.1 | March 6, 2025 |
| 10.1.1+ | 1999 Amended Stock Plan, as amended and restated June 17, 2008. | 10-K | 002-31909 | 10.15 | August 13, 2008 |
| 10.1.2+ | Amendment No. 1 to Oxygen Biotherapeutics, Inc. 1999 Amended Stock Plan. | 10-K | 001-34600 | 10.19 | July 29, 2014 |
| 10.1.3+ | Amendment No. 2 to Oxygen Biotherapeutics, Inc. 1999 Amended Stock Plan. | 10-K | 001-34600 | 10.20 | July 29, 2014 |
| 10.1.4+ | Form of Option issued to Executive Officers and Directors under 1999 Amended Stock Plan. | 10-K | 002-31909 | 10.5 | August 13, 2004 |
| 10.1.5+ | Form of Option issued to Employees under 1999 Amended Stock Plan. | 10-K | 002-31909 | 10.6 | August 13, 2004 |
| 10.1.6+ | Form of Option Agreement with Form of Notice of Grant under 1999 Amended Stock Plan. | 10-K | 001-34600 | 10.9 | March 16, 2017 |
| 10.2+ | Form of Indemnification Agreement. | 10-K | 001-34600 | 10.36 | July 15, 2011 |
| 10.3.1* | License Agreement dated September 20, 2013 by and between Phyxius Pharma, Inc. and Orion Corporation. | 10-Q | 001-34600 | 10.3 | March 17, 2014 |
| 10.3.2* | Amendment to License Agreement, dated as of October 9, 2020, by and between Tenax Therapeutics, Inc. and Orion Corporation. | 8-K | 001-34600 | 10.1 | October 15, 2020 |
| 10.3.3* | Amendment to the License Agreement of September 20, 2013, by and between Tenax Therapeutics, Inc. and Orion Corporation, dated as of January 25, 2022. | 8-K | 001-34600 | 10.1 | January 28, 2022 |
| 10.3.4* | Third Amendment to the License Agreement of September 20, 2013, by and between Tenax Therapeutics, Inc. and Orion Corporation, dated as of February 19, 2024. | 8-K | 001-34600 | 10.1 | February 20, 2024 |
| 10.3.5 | Fourth Amendment to the License Agreement of September 20, 2013, by and between Tenax Therapeutics, Inc. and Orion Corporation, dated as of October 2, 2024. | - | - | - | Filed herewith |
| 10.4+ | Description of Non-Employee Director Compensation, effective June 15, 2015. | 10-Q | 001-34600 | 10.1 | September 9, 2015 |
| 10.5.1+ | Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.1 | August 9, 2016 |
| 10.5.2+ | Amendment No. 1 to Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.1 | August 14, 2019 |
| 10.5.3+ | Amendment No. 2 to Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.1 | August 16, 2021 |
| 10.5.4+ | Form of Option issued to Non-Employee Directors under Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.2 | August 14, 2018 |
| 10.5.5+ | Form of Option issued to Employees and Contractors under Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.3 | August 14, 2018 |
| 10.5.6+ | Form of Incentive Stock Option Agreement under Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.4 | August 14, 2018 |
| 10.6 | Form of Securities Purchase Agreement, dated as of March 11, 2020, by and between Tenax Therapeutics, Inc. and the investor identified on the signature page thereto. | 8-K | 001-34600 | 10.1 | March 13, 2020 |
| 10.7 | Form of Securities Purchase Agreement for Class C Units and Class D Units, dated as of July 6, 2020, by and between Tenax Therapeutics, Inc. and the Investor. | 8-K | 001-34600 | 10.1 | July 8, 2020 |
| 10.8.1 | Form of Securities Purchase Agreement for Class E Units and Class F Units, dated as of July 6, 2020, by and between Tenax Therapeutics, Inc. and the Investor. | 8-K | 001-34600 | 10.2 | July 8, 2020 |
| 10.8.2 | Waiver dated June 13, 2022. | 8-K | 001-34600 | 10.1 | June 16, 2022 |
| 10.9 | Form of Registration Rights Agreement, dated as of July 6, 2020, by and between Tenax Therapeutics, Inc. and the Investor. | 8-K | 001-34600 | 10.3 | July 8, 2020 |
| 10.10.1+ | Executive Employment Agreement with Dr. Stuart Rich dated January 15, 2021. | 8-K | 001-34600 | 10.1 | January 19, 2021 |
| 10.10.2+ | Amendment to Executive Employment Agreement with Dr. Stuart Rich dated June 12, 2024. | 8-K | 001-34600 | 10.2 | June 13, 2024 |
| 10.11 | Securities Purchase Agreement for Unregistered Pre-Funded Warrant, dated as of July 6, 2021 by and between Tenax Therapeutics, Inc. and the Investor. | 8-K | 001-34600 | 10.1 | July 8, 2021 |
| 10.12 | Registration Rights Agreement, dated July 6, 2021, by and between Tenax Therapeutics, Inc. and the Investor. | 8-K | 001-34600 | 10.2 | July 8, 2021 |
| 10.13+ | Executive Employment Agreement dated July 6, 2021, by and between Tenax Therapeutics, Inc. and Christopher T. Giordano. | 8-K | 001-34600 | 10.4 | July 8, 2021 |
| 10.14+ | Plan for Employee Inducement Stock Options adopted July 6, 2021 with Form of Stock Option Agreement. | 8-K | 001-34600 | 10.5 | July 8, 2021 |
| 10.15 +* | Consulting Agreement dated October 14, 2021, by and between Tenax Therapeutics, Inc. and Danforth Advisors, LLC. | 10-K | 001-34600 | 10.20 | March 29, 2022 |
| 10.16 | Securities Purchase Agreement for Units, dated as of May 17, 2022, by and between the Company and the Investor. | 8-K | 001-34600 | 10.1 | May 20, 2022 |
| 10.17 | Registration Rights Agreement, dated as of May 17, 2022, by and between the Company and the Investor. | 8-K | 001-34600 | 10.2 | May 20, 2022 |
| 10.18+ | Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. | 8-K | 001-34600 | 10.1 | June 10, 2022 |
| 10.18.2+ | Amendment No. 1 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. | 8-K | 001-34600 | 10.1 | June 13, 2024 |
| 10.18.3+ | Amendment No. 2 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. | 8-K | 001-34600 | 10.1 | October 30, 2024 |
| 10.18.4+ | Form of Notice of Stock Option Grant and Award Agreement under the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. | 8-K | 001-34600 | 10.2 | June 10, 2022 | |
| 10.19 | Placement Agency Agreement, dated as of February 3, 2023, by and between Tenax Therapeutics, Inc. and Roth Capital Partners, LLC. | 8-K | 001-34600 | 10.1 | February 7, 2023 | |
| 10.20 | Form of Securities Purchase Agreement dated as of February 3, 2023 by and between Tenax Therapeutics, Inc. and the purchasers named therein. | 8-K | 001-34600 | 10.2 | February 7, 2023 | |
| 10.21 | Form of Leak-Out Agreement, dated as of February 3, 2023 by and between Tenax Therapeutics, Inc. and the purchasers named therein. | 8-K | 001-34600 | 10.3 | February 7, 2023 | |
| 10.22 | Placement Agency Agreement, dated as of February 8, 2024, by and between Tenax Therapeutics, Inc. and Roth Capital Partners, LLC. | 8-K | 001-34600 | 10.1 | February 12, 2024 | |
| 10.23 | Form of Securities Purchase Agreement, dated as of February 8, 2024, by and between Tenax Therapeutics, Inc. and the purchasers named therein. | 8-K | 001-34600 | 10.2 | February 12, 2024 | |
| 10.24 | Form of Securities Purchase Agreement, dated as of August 6, 2024, by and between Tenax Therapeutics, Inc. and the purchasers named therein. | 8-K | 001-34600 | 10.1 | August 6, 2024 | |
| 10.25 | Form of Registration Rights Agreement, dated as of August 6, 2024, by and between Tenax Therapeutics, Inc. and the purchasers named therein. | 8-K | 001-34600 | 10.2 | August 6, 2024 |
| 10.26+ | Form of Inducement Stock Option Award Agreement | - | - | - | Filed herewith |
|---|---|---|---|---|---|
| 10.27 | Form of Securities Purchase Agreement, dated March 4, 2025, by and among Tenax Therapeutics, Inc. and the investors signatory thereto. | 8-K | 001-34600 | 10.1 | March 6, 2025 |
| 10.28 | Form of Registration Rights Agreement, dated as of March 5, 2025, by and between Tenax Therapeutics, Inc. and the purchasers named therein. | 8-K | 001-34600 | 10.2 | March 6, 2025 |
| 19.1 | Tenax Therapeutics, Inc. Insider Trading Policy, dated as of September 20, 2023. | - | - | - | Filed herewith |
| 21.1 | List of Subsidiaries of Registrant. | 10-K | 001-34600 | 21.1 | March 31, 2023 |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | - | - | - | Filed herewith |
| 31.1 | Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | - | - | - | Filed herewith |
| 31.2 | Certification of Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | - | - | - | Filed herewith |
| 32.1 | Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | - | - | - | Furnished herewith |
| 32.2 | Certification of the Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | - | - | - | Furnished herewith |
| 97.1 | Tenax Therapeutics, Inc. Compensation Recovery Policy, adopted September 20, 2023. | 10-K | 001-34600 | 97.1 | March 28, 2024 |
| 101.INS | XBRL Instance Document. | - | - | - | Filed herewith |
| 101.SCH | XBRL Taxonomy Extension Schema Document. | - | - | - | Filed herewith |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | - | - | - | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | - | - | - | Filed herewith |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | - | - | - | Filed herewith |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | - | - | - | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Filed herewith |
- Management contract or compensatory plan.
- Certain confidential portions and/or the schedules and attachments to this exhibit have been omitted from this filing pursuant to a confidential treatment request filed with the SEC, or Item 601(a)(5) or 601(b)(10)of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.