TENAX THERAPEUTICS, INC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

During the three months ended September 30, 2026, the Company made three non-negotiated inducement stock option awards to non-executive individuals newly hired by the Company in various accounting, clinical operations, and product development roles. These unregistered stock option awards were made to new employees on July 1, 2026 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 employees received, in the aggregate, stock option awards to purchase 160,000 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. 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.

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.

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.

(b)

None.

(c)

None.