4//SEC Filing
Rich Stuart 4
Accession 0001841785-25-000004
CIK 0000034956other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 6:48 PM ET
Size
17.4 KB
Accession
0001841785-25-000004
Insider Transaction Report
Form 4
Rich Stuart
DirectorChief Medical Officer
Transactions
- Purchase
Common Stock
2025-12-08$10.10/sh+2,500$25,250→ 5,000 total(indirect: By Trust) - Purchase
Common Stock
2025-12-09$10.22/sh+2,500$25,542→ 5,266 total
Holdings
- 1,194(indirect: By Trust)
Common Stock
- 157
Stock Option (right to buy)
Exercise: $2848.00Exp: 2031-01-15→ Common Stock (157 underlying) - 63
Stock Option (right to buy)
Exercise: $992.00Exp: 2032-06-09→ Common Stock (63 underlying) - 119
Stock Option (right to buy)
Exercise: $3.55Exp: 2034-05-17→ Common Stock (119 underlying) - 500,000
Stock Option (right to buy)
Exercise: $5.94From: 2025-12-10Exp: 2034-12-10→ Common Stock (500,000 underlying) - 625,000
Stock Option (right to buy)
Exercise: $5.89Exp: 2035-05-16→ Common Stock (625,000 underlying)
Footnotes (9)
- [F1]This transaction was executed in multiple trades at prices ranging from $9.76 to $10.42. The price reported in Column 4 is a weighted average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- [F2]The Reporting Person is trustee of the Stuart Rich Revocable Trust DTD 11/18/1996 and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F3]This transaction was executed in multiple trades at prices ranging from $9.70 to $10.45. The price reported in Column 4 is a weighted average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- [F4]The Reporting Person is special asset advisor to the Stuart Rich 2022 Irrevocable Trust, a Spousal Lifetime Access Trust (the "Trust"). As such, the Reporting Person has voting and dispositive power over the reported securities held in the Trust, however disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F5]The Reporting Person is co-trustee of the Andrea Rich 2021 Irrevocable Trust and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F6]The options vest and become 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, subject to the Reporting Person's continued employment.
- [F7]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.
- [F8]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.
- [F9]The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on May 16, 2026, and thereafter 1/36th of the remaining shares will vest on the last day of each following month for a period of 36 months, subject to the Reporting Person's continued employment.
Documents
Issuer
TENAX THERAPEUTICS, INC.
CIK 0000034956
Entity typeother
Related Parties
1- filerCIK 0001841785
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 6:48 PM ET
- Size
- 17.4 KB