TENAX THERAPEUTICS, INC.
For the period ended Jun 30, 2026. Filed Jul 31, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 31, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001193125-26-219383
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-31.
0001193125-26-327455
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 2 previous paragraphs and 13 current paragraphs.
2 unchanged; 0 reworded; 11 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Current report
During the three months ended June 30, 2026, we made certain unregistered stock option awards and an RSU award to new employees as an inducement material to each individual’s acceptance of an offer of employment with us pursuant to the exemption from stockholder approval provided by Nasdaq Listing Rule 5635(c)(4). The vesting of each of the awards is subject to such employee’s continued employment with the Company through the applicable vesting date. The exercise price for each option award is the closing price of the Company’s common stock on the date of grant.
Current report
On May 11, 2026, the Company granted an inducement RSU award to an executive newly hired by the Company for 10,000 shares of common stock and an inducement stock option award of 450,000 shares of common stock. One quarter of the RSU award vested 10 days after issuance and the remainder will vest in three equal installments on the four-month, eight-month, and twelve-month anniversaries of issuance. One quarter of the option award will vest on the first anniversary of issuance with the remainder vesting in 36 approximately equal installments on the monthly anniversaries thereafter.
Current report
Additionally, between April 28, 2026 and June 1, 2026, the Company made four non-negotiated inducement stock option awards to non-executive individuals newly hired by the Company in various clinical operations, medical, product development, and commercial roles. The employees received, in the aggregate, stock option awards to purchase 657,500 shares of common stock. One quarter of each option award will vest on the first anniversary of issuance with the remainder vesting in 36 approximately equal installments on the monthly anniversaries thereafter.
Current report
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. On May 12, 2026, we filed a registration statement on Form S-8 to register the shares of common stock underlying these inducement awards.
Current report
For additional information regarding the inducement awards, see Note 5 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.