TENAX THERAPEUTICS, INC.

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become party to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of business.

On October 26, 2026, a putative securities class action complaint (the “Complaint”) captioned Katz v. Tenax Therapeutics, Inc., et al., Case No. 1:26-cv-01264, was filed in the United States District Court for the Middle District of North Carolina. The named defendants are the Company and several of its current and former officers. The plaintiff seeks to represent a class of all persons and entities that purchased or otherwise acquired the Company’s securities between November 13, 2023 and August 7, 2026.

The Complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder. It alleges that the defendants made materially false and misleading statements, or failed to disclose material facts, about the efficacy and the clinical, regulatory and commercial prospects of TNX-103 (oral levosimendan), including statements about the Phase 3 LEVEL trial. The Complaint further alleges that the market price of the Company’s common stock fell after the Company announced, on August 10, 2026, that the LEVEL trial did not meet its primary or key secondary endpoints. The Complaint seeks class certification, unspecified compensatory damages, prejudgment and post-judgment interest, attorneys’ fees, expert fees and costs, such other relief as the court deems just and proper, and demands a jury trial.

The Company intends to defend itself vigorously. The litigation is at an early stage, and the Company cannot predict its outcome or reasonably estimate the possible loss or range of loss, if any.