Results of Operations and Financial Condition. On July 31, 2026, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “…

Entry into a Material Definitive Agreement. Supply Agreement As previously disclosed, pursuant to the License Agreement (as defined below) between Tenax Therapeutics, Inc. (the “Company” or “Tenax”) and Orion Corporation, a Finnish corporation (“Orion”), Orion has the right to be the Company’s primary supplier of orally administered levosimendan product (the “Oral Product”) for development purposes and, if approved, commercial purposes. Orion exercised this option and on June 29, 2026, Tenax…

Amendments to employment agreements providing severance and other benefits.

Results of Operations and Financial Condition. On May 12, 2026, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “E…

Chief Financial Officer — Thomas R. Staab, II: The company appointed a new Chief Financial Officer.

Results of Operations and Financial Condition . On March 10, 2026, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 193…

Chief Medical Officer — Dr. Stuart Rich: The amendment modifies Dr. Rich's work schedule and prorates his salary.

Results of Operations and Financial Condition. On November 12, 2025, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amende…

Entry into a Material Definitive Agreement. On September 3, 2025, Tenax Therapeutics, Inc. (the “Company”) and Orion Corporation (“Orion”) entered into an amendment (the “Amendment”) to that certain License Agreement between the Company and Orion dated as of September 20, 2013, as previously amended on October 9, 2020, January 25, 2022, February 19, 2024, and October 2, 2024 (the “Agreement”). Under the Amendment, the Company’s licenses from Orion have been expanded to include exclusive world…

Results of Operations and Financial Condition. On August 13, 2025, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the…

Results of Operations and Financial Condition. On May 14, 2025, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “E…

Results of Operations and Financial Condition. On March 25, 2025, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934…

Entry into a Material Definitive Agreement. On March 4, 2025, Tenax Therapeutics, Inc., (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with entities managed by RTW Investments, LP (the “Purchasers”), pursuant to which the Company will issue and sell 378,346 shares (“Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), and pre-funded warrants to purchase an aggregate of up to 3,760…

Other Events. Attached hereto as Exhibit 99.1 and incorporated herein by reference is a press release the Company issued on March 5, 2025 announcing the pricing of the Private Placement. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a press release the Company issued on March 5, 2025 with a corporate update. Following closing of the Private Placement, the Company had a total of 3,965,385 shares of its Common Stock issued and outstanding. Forward-Looking Statements Th…

The sale of the securities pursuant to the Purchase Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated thereunder. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

Results of Operations and Financial Condition. On November 13, 2024, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amende…

The filing is about a stock plan amendment and does not involve any management changes.

Results of Operations and Financial Condition . On August 13, 2024, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (th…

Regulation FD Disclosure. On August 12, 2024, Tenax Therapeutics, Inc. (the “Company”) issued a press release regarding the closing of its previously announced private placement for gross proceeds of approximately $100 million. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as am…

Entry into a Material Definitive Agreement. On August 6, 2024, Tenax Therapeutics, Inc., (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with certain accredited investors party thereto (the “Purchasers”), pursuant to which the Company will issue and sell 1,450,661 shares (“Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), and pre-funded warrants to purchase an aggregate of up t…

Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities was made in reliance on the exemption afforded by Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities or “blue sky” laws. The securities issued in the Private Placement have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United S…

Other Events. Attached hereto as Exhibit 99.1 and incorporated herein by reference is a press release the Company issued on August 6, 2024 announcing the pricing of the Private Placement. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a corporate presentation that the Company plans to use with various investors and analysts. Following closing of the Private Placement, the Company is expected to have a total of 3,408,906 shares of its Common Stock issued and outstandin…

The filing primarily discusses a stock plan amendment and an employment agreement modification, which are not management changes.

Results of Operations and Financial Condition . On May 14, 2024, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “…

Results of Operations and Financial Condition . On March 28, 2024, Tenax Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exch…