TENAX THERAPEUTICS, INC. 8-K

What Happened
Tenax Therapeutics, Inc. announced on June 26, 2026 that its Board approved amendments to the employment agreements of executives Christopher Giordano, Thomas Staab and Stuart Rich and adopted a company-wide Change in Control (CIC) Plan and Severance Plan. The individual amendments provide severance and related benefits for those three executives that mirror the newly adopted CIC and Severance Plans; benefits are conditioned on the executive signing a release of claims. The amended agreements and the plans were filed as exhibits to the Form 8-K.

Key Details

• Amended executives: Christopher Giordano, Thomas Staab, Stuart Rich; Board action date: June 26, 2026.
• Termination not tied to a change in control: each executive receives 12 months of base salary plus 1 additional month per completed year of service (up to 12 extra months), a prorated bonus at 100% target, and 12 months of COBRA or benefits reimbursements. Stuart Rich additionally receives accelerated vesting of outstanding equity awards in this scenario.
• Termination in a specified CIC period (3 months before to 12 months after a Change in Control): each executive receives (i) 12 months base salary (Christopher Giordano: 18 months), (ii) full-year bonus at 100% target, (iii) accelerated vesting of outstanding equity awards, and (iv) 12 months of COBRA (Giordano: 18 months).
• Company-wide plans: the CIC Plan provides “double-trigger” equity acceleration and cash severance for eligible employees on qualifying CIC-related terminations; the Severance Plan provides cash severance for non-CIC terminations. Company executives (the three above) are covered by their amended individual agreements and are not eligible for the generic plans. Benefits under the plans and amendments require execution of a release.

Why It Matters
These actions set formal severance and change-in-control protections for the named executives and create standard severance/CIC frameworks for other employees. For investors, the filing clarifies potential post-termination cash and equity acceleration obligations the company could face in the event of executive departures or a change-in-control transaction. The actual payouts are contingent on specific termination events and execution of releases, and the amended agreements and plans provide the concrete terms for estimating such potential liabilities.