TENAX THERAPEUTICS, INC.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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FY2025 · Filed Mar 10, 2026
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 | Amended and Restated Certificate of Incorporation, effective June 16, 2025. | 8-K | 001-34600 | 3.2 | June 17, 2025 |
| 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 | Form of Unregistered Warrant, dated March 13, 2020. | 8-K | 001-34600 | 4.2 | March 13, 2020 |
| 4.2 | Form of Placement Agent Warrant, dated March 13, 2020. | 8-K | 001-34600 | 4.3 | March 13, 2020 |
| 4.3 | Form of Unregistered Warrant, dated July 6, 2020. | 8-K | 001-34600 | 4.2 | July 8, 2020 |
| 4.4 | Form of Placement Agent Warrant, dated July 8, 2020. | 8-K | 001-34600 | 4.3 | July 8, 2020 |
| 4.5 | Form of Unregistered Warrant, dated July 6, 2021. | 8-K | 001-34600 | 4.2 | July 8, 2021 |
| 4.6 | Form of HCW Warrant, dated July 6, 2021. | 8-K | 001-34600 | 4.3 | July 8, 2021 |
| 4.7 | Form of Common Stock Warrant, dated May 19, 2022. | 8-K | 001-34600 | 4.2 | May 20, 2022 |
| 4.8 | 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 |
| 4.9 | 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 |
| 4.10 | Form of Common Stock Purchase Warrant, dated February 3, 2023. | 8-K | 001-34600 | 4.3 | February 7, 2023 |
| 4.11 | 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 |
| 4.12 | Form of Common Stock Purchase Warrant, dated February 12, 2024. | 8-K | 001-34600 | 4.3 | February 12, 2024 |
| 4.13 | Form of Pre-Funded Warrant to Purchase Common Stock, dated August 8, 2024. | 8-K | 001-34600 | 4.1 | August 6, 2024 |
| 4.14 | 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 |
| 4.15 | Form of Pre-Funded Warrant to Purchase Common Stock, dated March 5, 2025. | 8-K | 001-34600 | 4.1 | March 6, 2025 |
| 4.16 | Description of Common Stock. | - | - | Filed herewith | |
| 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. | 10-K | 001-34600 | 10.3.5 | March 25, 2025 |
| 10.3.6* | Fifth Amendment to the License Agreement of September 20, 2013, by and between Tenax Therapeutics, Inc. and Orion Corporation, dated as of September 3, 2025. | 8-K | 001-34600 | 10.1 | September 9, 2025 |
| 10.4.1+ | Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.1 | August 9, 2016 |
| 10.4.2+ | Amendment No. 1 to Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.1 | August 14, 2019 |
| 10.4.3+ | Amendment No. 2 to Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.1 | August 16, 2021 |
| 10.4.4+ | 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 |
| 10.4.5+ | 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 |
| 10.4.6+ | Form of Incentive Stock Option Agreement under Tenax Therapeutics, Inc. 2016 Stock Incentive Plan. | 10-Q | 001-34600 | 10.4 | August 14, 2018 |
| 10.5 | 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 |
| 10.6 | 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 |
| 10.7.1 | Form of Securities Purchase Agreement for Class E Units and Class F Units, dated as of July 6, 2020, by | 8-K | 001-34600 | 10.2 | July 8, 2020 |
and between Tenax Therapeutics, Inc. and the Investor.
| 10.7.2 | Waiver dated June 13, 2022. | 8-K | 001-34600 | 10.1 | June 16, 2022 |
| 10.8 | 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 |
| 10.9.1+ | Executive Employment Agreement with Dr. Stuart Rich dated January 15, 2021. | 8-K | 001-34600 | 10.1 | January 19, 2021 |
| 10.9.2+ | Amendment to Executive Employment Agreement with Dr. Stuart Rich dated June 12, 2024. | 8-K | 001-34600 | 10.2 | June 13, 2024 |
| 10.9.3+ | Second Amendment to Executive Employment Agreement with Dr. Stuart Rich, MD, dated January 6, 2026. | 8-K | 001-34600 | 10.1 | January 6, 2026 |
| 10.10 | 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 |
| 10.11 | 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 |
| 10.12+ | 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 |
| 10.13+ | 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 |
| 10.14 +* | 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 |
| 10.15 | 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 |
| 10.16 | 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 |
| 10.17.1+ | Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. | 8-K | 001-34600 | 10.1 | June 10, 2022 |
| 10.17.2+ | Amendment No. 1 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. | 8-K | 001-34600 | 10.1 | June 13, 2024 |
| 10.17.3+ | Amendment No. 2 to the Tenax Therapeutics, Inc. 2022 Stock Incentive Plan. | 8-K | 001-34600 | 10.1 | October 30, 2024 |
| 10.17.4+ | 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 | |
| 10.18 | 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 | |
| 10.19 | 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 | |
| 10.20 | 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 | |
| 10.21 | 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 | |
| 10.22 | 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 | |
| 10.23 | 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 | |
| 10.24 | 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 | |
| 10.25+ | Form of Inducement Stock Option Award Agreement | 10-K | 001-34600 | 10.26 | March 25, 2025 | |
| 10.26 | 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 | |
| 10.27 | 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. | 10-K | 001-34600 | 19.1 | March 25, 2025 | |
| 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.
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