TENAX THERAPEUTICS, INC. — Director's Dealing 2021

Dec 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TENAX THERAPEUTICS, INC. (TENX)
CIK: 0000034956
Period of Report: 2021-10-12

Reporting Person: Rich Stuart (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-12	Common Stock	G	1909585	$0.00	Disposed	2333932	Direct
2021-10-12	Common stock	G	1909585	$0.00	Acquired	1909585	Indirect
2021-11-29	Common stock	G	1909585	$0.00	Disposed	0	Indirect
2021-11-29	Common Stock	G	1909585	$0.00	Acquired	1909585	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.78	2031-01-15	Common Stock (250000)	250000	Direct

Footnotes

F1: Represents a gift of Issuer's common stock to the Andrea Rich 2021 Irrevocable Trust, a Spousal Lifetime Access Trust (the "Trust"), for the benefit of the Reporting Person and the Reporting Person's children.

F2: The Reporting Person is co-trustee of the Trust and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F3: The option becomes exercisable in four equal installments, with 25% vesting after the start of a Phase 3 clinical trial, 25% vesting after the database lock with respect to the trial, 25% vesting after the opening of an Investigational New Drug Application with the U.S. Food and Drug Administration ("FDA"), and 25% vesting after the approval from the FDA.