Form 4: TENAX CMO Stuart Rich Boosts Stake

TENAX THERAPEUTICS' Chief Medical Officer, Stuart Rich, increased his direct and indirect holdings of common stock and holds significant stock options.

Summary

• Stuart Rich, Chief Medical Officer and Director of TENAX THERAPEUTICS, INC. (TENX), acquired a total of 5,000 shares of common stock through open market purchases between December 2 and December 4, 2025.
• On December 2, 2025, 1,000 shares were purchased directly at a weighted average price of $9.0059 per share.
• On December 3, 2025, 1,500 shares were purchased directly at a weighted average price of $9.0786 per share.
• On December 4, 2025, 2,500 shares were purchased indirectly through the Stuart Rich Revocable Trust DTD 11/18/1996 at a weighted average price of $9.1992 per share.
• Following these transactions, Stuart Rich directly beneficially owns 2,766 shares of common stock.
• Indirect beneficial ownership includes 2,500 shares through the Stuart Rich Revocable Trust DTD 11/18/1996, 1,194 shares through the Stuart Rich 2022 Irrevocable Trust, and 1,194 shares through the Andrea Rich 2021 Irrevocable Trust.
• Rich also holds several stock options, including 500,000 options exercisable at $5.94 with an expiration date of December 10, 2034, and 625,000 options exercisable at $5.89 with an expiration date of May 16, 2035.
• Other stock options with smaller underlying share amounts (157, 63, 119) have various vesting schedules tied to clinical trial milestones (Phase 3 start, database lock, IND application, FDA approval) or time-based schedules, and different exercise prices and expiration dates.

Sentiment

Score: 7

Explanation: The insider buying by a key executive (CMO and Director) suggests confidence in the company's future, which is generally viewed positively by investors. The significant number of stock options also indicates long-term alignment with shareholder interests.

Positives

• Insider buying by a key executive (Chief Medical Officer and Director) signals confidence in the company's future prospects.
• The acquisition of 5,000 shares of common stock at market prices demonstrates a direct investment by management.

Future Outlook

The vesting of certain stock options is contingent upon future clinical trial milestones, including the start of a Phase 3 clinical trial, database lock for the trial, opening of an Investigational New Drug Application (IND) with the FDA, and FDA approval, indicating potential future progress in the company's drug development pipeline.

Industry Context

Insider purchases, particularly by a Chief Medical Officer in a therapeutic company, can be interpreted by the market as a positive signal regarding the company's drug development prospects and overall valuation, especially when linked to future clinical milestones.

Stakeholder Impact

• Shareholders may view the insider purchases as a positive indicator of management's belief in the company's value and future performance.
• Employees, particularly those involved in clinical development, may see the vesting conditions tied to trial milestones as an incentive and validation of their work.

Next Steps

• Achievement of Phase 3 clinical trial initiation for certain drug candidates.
• Completion of database lock for the Phase 3 clinical trial.
• Opening of an Investigational New Drug Application (IND) with the U.S. Food and Drug Administration (FDA).
• Obtaining approval from the FDA for relevant drug candidates.
• Continued vesting of stock options based on time-based schedules and continued employment.

Key Dates

Keywords

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