Sec Form 4 Filing - Giordano Christopher Thomas @ TENAX THERAPEUTICS, INC. - 2024-12-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Giordano Christopher Thomas 2. Issuer Name and Ticker or Trading Symbol TENAX THERAPEUTICS, INC. [ TENX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 101 GLEN LENNOX DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2024 (Street) CHAPEL HILL, NC27517 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 5.94 12/10/2024 A 1,250,000 12/10/2025 12/10/2034 Common Stock 1,250,000 $ 0 1,250,000 D Stock Option (right to buy) $ 3,152 ( 1 ) 07/06/2031 Common Stock 157 157 D Stock Option (right to buy) $ 992 ( 2 ) 06/09/2032 Common Stock 125 125 D Stock Option (right to buy) $ 3.549 ( 3 ) 05/17/2034 Common Stock 437 437 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Giordano Christopher Thomas 101 GLEN LENNOX DRIVE, SUITE 300 CHAPEL HILL, NC27517 X CEO Signatures /s/ S. Halle Vakani, as Attorney-in-Fact 12/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on each of July 6, 2022, July 6, 2023, July 6, 2024, and July 6, 2025, subject to the Reporting Person's continued employment. ( 2 )The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on each of June 9, 2023, June 9, 2024, June 9, 2025, and June 9, 2026, subject to the Reporting Person's continued employment. ( 3 )The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on each of May 17, 2025, May 17, 2026, May 17, 2027, and May 17, 2028, subject to the Reporting Person's continued employment.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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