TENAX THERAPEUTICS, INC. 8-K

What Happened

• Tenax Therapeutics, Inc. announced on April 22, 2026 (filed via Form 8-K) that Thomas R. Staab, II will become Chief Financial Officer effective May 11, 2026. The Company’s interim CFO, Thomas A. McGauley, will remain as principal financial and accounting officer through the filing of the Form 10-Q for the quarter ended March 31, 2026, and will formally resign as interim CFO effective May 10, 2026. The Company also issued a press release announcing the appointment and the related inducement awards.

Key Details

• Start Date: May 11, 2026. Interim CFO Thomas A. McGauley resigns effective May 10, 2026 but will provide transition consulting through at least the end of May 2026 and until the Form 10-Q is filed.
• Compensation: Annual base salary of $428,000 and an annual bonus target of 45% of base salary.
• Equity inducements: 10,000 restricted stock units (RSUs) and options to purchase 450,000 shares. RSU vesting: 25% vests 10 days after Start Date, remainder in three equal installments at 4, 8 and 12 months. Option vesting: 25% on first anniversary, remainder vesting in ~36 approximately equal monthly installments thereafter. Awards approved by the Compensation Committee under Nasdaq Rule 5635(c)(4).
• Severance/termination: If terminated by the company without Cause, by employee for Good Reason, or if company does not renew (outside a Corporate Transaction), Staab is entitled to 9 months’ base salary, a pro‑rated bonus (calculated at 100% of target), and 9 months COBRA reimbursements (subject to release). If termination occurs within one year after a Corporate Transaction, the package increases to 12 months’ base salary, full-year bonus at 100% of target, and 12 months COBRA (subject to release).

Why It Matters

• This is a material executive change: a permanent CFO appointment affects Tenax’s leadership over accounting, financial reporting and investor communications. Investors should note the timing (Start Date and interim coverage) and the financial terms (salary, bonus target, sizable option award) because they reflect management compensation and potential future dilution from option exercises. The filing also confirms standard transition and severance protections that could affect cash obligations in certain termination or transaction scenarios.