Form 4: TENAX THERAPEUTICS Director Gerald Proehl Reports Significant Stock Option Grant and Warrant Holdings

TENAX THERAPEUTICS, INC. Director Gerald T. Proehl reported the acquisition of 80,000 new stock options and updated his beneficial ownership of common stock and various derivative securities, including warrants tied to the Phase 3 LEVEL Study data.

Summary

• Gerald T. Proehl, a Director of TENAX THERAPEUTICS, INC. (TENX), filed a Form 4 detailing changes in his beneficial ownership.
• On July 1, 2025, Proehl was granted 80,000 stock options with an exercise price of $5.75 per share, which become exercisable from July 1, 2026, and expire on July 1, 2035.
• Following the reported transactions, Proehl beneficially owns 1,667 shares of common stock directly.
• He also holds a pre-funded warrant to acquire 31,654 shares of common stock at an exercise price of $0.01 per share, which has no expiration date.
• Proehl holds a warrant to acquire 16,660 shares of common stock at an exercise price of $4.50 per share, which will expire on the earlier of (i) thirty trading days following the company's initial public announcement of topline data from its Phase 3 LEVEL Study (NCT05983250), (ii) proportionally upon the exercise of his pre-funded warrant if prior to the Topline Data Announcement, or (iii) August 8, 2029.
• Additionally, Proehl holds several other stock options with various exercise prices and expiration dates, including options for 100,000 shares (exercise price $5.94, exercisable 12/10/2025, expiring 12/10/2034), 4 shares (exercise price $3,200, exercisable 06/10/2022, expiring 06/10/2031), 4 shares (exercise price $992, exercisable 06/09/2023, expiring 06/09/2032), 1 share (exercise price $9,968, exercisable 05/01/2019, expiring 05/01/2028), and 1 share (exercise price $1,056, exercisable 05/01/2021, expiring 05/01/2030).

Sentiment

Score: 6

Explanation: The document is neutral as it's a factual report of insider transactions. The grant of new options could be seen as a positive signal of confidence, but it's not a performance report.

Positives

• Director Gerald T. Proehl received a new grant of 80,000 stock options, indicating continued alignment of management incentives with shareholder interests.
• The exercise price of the new options ($5.75) provides a clear target for stock appreciation.
• The existence of warrants tied to the Phase 3 LEVEL Study Topline Data Announcement suggests upcoming clinical trial milestones for the company.

Risks

• The expiration of a significant warrant (16,660 shares) is tied to the 'Topline Data Announcement' from the Phase 3 LEVEL Study (NCT05983250), introducing risk related to the study's outcome and timing.
• The value of stock options and warrants is subject to the future performance of TENAX THERAPEUTICS, INC.'s common stock, which carries inherent market and operational risks.

Future Outlook

The document indicates a future milestone related to the 'Topline Data Announcement' from the company's Phase 3 LEVEL Study (NCT05983250), which will trigger the expiration of certain warrants. This suggests an upcoming significant event for the company's clinical development.

Industry Context

This Form 4 filing is typical for a biotechnology or pharmaceutical company where insider holdings often include a mix of common stock, stock options, and warrants, particularly those tied to clinical trial milestones. The mention of a Phase 3 study highlights the company's focus on drug development, a capital-intensive and high-risk, high-reward sector.

Comparison to Industry Standards

• As a Form 4 filing, this document primarily reports insider transactions and does not provide financial results for direct comparison to industry standards.
• The grant of stock options and warrants is a common compensation practice in the biotechnology industry, aligning executive incentives with long-term drug development success.
• The specific terms of the warrants, particularly their linkage to Phase 3 clinical trial data, are standard mechanisms to incentivize and reward successful clinical development outcomes, similar to practices seen in companies like Gilead Sciences or Amgen with their drug pipelines.

Stakeholder Impact

• Shareholders: The grant of new stock options to a director aligns management incentives with shareholder value creation. The performance of the underlying stock and the outcome of the Phase 3 study will directly impact the value of these holdings and, by extension, shareholder returns.

Next Steps

• Monitoring the 'Topline Data Announcement' from the Phase 3 LEVEL Study (NCT05983250) by TENAX THERAPEUTICS, INC., as it will impact the expiration of certain warrants.

Key Dates

Keywords

TENAX THERAPEUTICS, TENX, SEC Form 4, Insider Trading, Stock Options, Warrants, Beneficial Ownership, Director Compensation, Clinical Trials, Phase 3 LEVEL Study, NCT05983250, Biotechnology, Pharmaceuticals