Form 4: TENAX CMO Boosts Stake with Open Market Stock Buys

TENAX Therapeutics' Chief Medical Officer and Director, Stuart Rich, increased his direct and indirect holdings of common stock through recent open market purchases.

Summary

• Stuart Rich, Chief Medical Officer and Director of TENAX THERAPEUTICS, INC. (TENX), reported acquiring additional common stock.
• On December 8, 2025, Rich purchased 2,500 shares of Common Stock at a weighted average price of $10.1002 per share.
• On December 9, 2025, an additional 2,500 shares of Common Stock were purchased at a weighted average price of $10.2168 per share.
• Following these transactions, Rich directly beneficially owns 5,266 shares of Common Stock.
• Indirect beneficial ownership includes 5,000 shares via the Stuart Rich Revocable Trust DTD 11/18/1996, 1,194 shares via the Stuart Rich 2022 Irrevocable Trust, and 1,194 shares via the Andrea Rich 2021 Irrevocable Trust.
• Rich also holds various stock options, with underlying common shares totaling 1,282,339, subject to different vesting schedules and exercise prices.

Sentiment

Score: 7

Explanation: The Chief Medical Officer's open market purchases of company stock suggest confidence in TENAX Therapeutics' future performance and pipeline, which is a positive signal for investors.

Positives

• The Chief Medical Officer and Director, Stuart Rich, made open market purchases of company stock, which often signals insider confidence in the company's future prospects.
• The purchases were executed at market prices, indicating a belief in the current valuation or potential for future appreciation.

Future Outlook

The filing details vesting schedules for various stock options held by the Chief Medical Officer, which are contingent on continued employment and, for some, on specific clinical trial milestones including the start of a Phase 3 clinical trial, database lock, opening of an Investigational New Drug Application (IND) with the U.S. Food and Drug Administration (FDA), and FDA approval.

Management Comments

• The Reporting Person undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder.
• The Reporting Person disclaims beneficial ownership of the reported securities held in various trusts except to the extent of his pecuniary interest therein.

Industry Context

Insider buying, particularly by a Chief Medical Officer in a therapeutics company, can be interpreted by the market as a positive signal regarding the company's drug development pipeline and future commercial prospects. The milestone-based vesting of some options further aligns executive incentives with key clinical and regulatory achievements, which are critical drivers in the pharmaceutical industry.

Related Party Transactions

• Indirect ownership of 5,000 shares through the Stuart Rich Revocable Trust DTD 11/18/1996, where the Reporting Person is trustee.
• Indirect ownership of 1,194 shares through the Stuart Rich 2022 Irrevocable Trust (Spousal Lifetime Access Trust), where the Reporting Person is special asset advisor.
• Indirect ownership of 1,194 shares through the Andrea Rich 2021 Irrevocable Trust, where the Reporting Person is co-trustee.

Stakeholder Impact

• Shareholders: Insider buying by a key executive may instill confidence in the company's future and potentially influence the stock price positively.
• Employees: The vesting of stock options, contingent on continued employment, aligns executive incentives with long-term company success and retention.

Next Steps

• Vesting of stock options contingent on continued employment.
• Vesting of certain stock options contingent on specific clinical trial milestones: Phase 3 clinical trial start, database lock, IND application with FDA, and FDA approval.

Key Dates

Recommendation

The Chief Medical Officer's open market purchases of company stock indicate insider confidence, which is a positive signal. However, a Form 4 primarily reports transactions and does not provide sufficient comprehensive financial or operational details to warrant a 'buy' or 'sell' recommendation without further analysis of the company's fundamentals, pipeline progress, and broader market conditions. Therefore, a 'hold' recommendation is appropriate, suggesting investors monitor further developments.

Keywords

TENAX THERAPEUTICS, TENX, Insider Trading, Form 4, Stock Purchase, Chief Medical Officer, Director, Stock Options, Beneficial Ownership