TENX

SEC source: 0001654954-24-015474 · section16.xml · derivative · entry 1

Giordano Christopher Thomas · CIK 0001871714 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,250,000

Underlying: Common Stock · 1,250,000 shares

Expires 2034-12-10

SEC source: 0001654954-24-015473 · section16.xml · derivative · entry 2

Doogan Declan · CIK 0001704234 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2034-12-10

SEC source: 0001654954-24-015472 · section16.xml · derivative · entry 2

Davidson Michael H. · CIK 0001573785 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2034-12-10

SEC source: 0001654954-24-015471 · section16.xml · derivative · entry 1

Almenoff June Sherie · CIK 0001492647 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2034-12-10

SEC source: 0001654954-24-010193 · section16.xml · derivative · entry 3

PROEHL GERALD T · CIK 0001279191 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 16,660

Underlying: Common Stock · 16,660 shares

Expires not disclosed

F1 · price: On August 8, 2024, as part of a private placement of the Issuer's securities, the Reporting Person purchased shares of the Issuer's common stock ("Shares") and a pre-funded warrant to purchase Shares, along with a warrant to purchase Shares, pursuant to the terms of a Securities Purchase Agreement, dated August 6, 2024, by and among the Issuer, Reporting Person and certain other accredited investors. The purchase price for each Share and accompanying warrant (reported in Table II) is $3.00. The purchase price for each pre-funded warrant and accompanying warrant (reported in Table II) is $2.99.

F4 · derivative.expiration_date: The warrant will expire on the earlier of (i) thirty (30) trading days following the date of the Issuer's initial public announcement of topline data from its Phase 3 LEVEL Study (LEVosimendan to Improve Exercise Limitation in PH-HFpEF Patients) (NCT05983250 ) (the "Topline Data Announcement"); (ii) proportionally upon the exercise of the Reporting Person's pre-funded warrant issued on August 8, 2024, if such exercise is prior to the Topline Data Announcement; and (iii) August 8, 2029.

SEC source: 0001654954-24-010193 · section16.xml · derivative · entry 2

PROEHL GERALD T · CIK 0001279191 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 31,654

Underlying: Common Stock · 31,654 shares

Expires not disclosed

F1 · price: On August 8, 2024, as part of a private placement of the Issuer's securities, the Reporting Person purchased shares of the Issuer's common stock ("Shares") and a pre-funded warrant to purchase Shares, along with a warrant to purchase Shares, pursuant to the terms of a Securities Purchase Agreement, dated August 6, 2024, by and among the Issuer, Reporting Person and certain other accredited investors. The purchase price for each Share and accompanying warrant (reported in Table II) is $3.00. The purchase price for each pre-funded warrant and accompanying warrant (reported in Table II) is $2.99.

F3 · derivative.expiration_date: The pre-funded warrant has no expiration date.

SEC source: 0001654954-24-010193 · section16.xml · nonDerivative · entry 1

PROEHL GERALD T · CIK 0001279191 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,667

F1 · price: On August 8, 2024, as part of a private placement of the Issuer's securities, the Reporting Person purchased shares of the Issuer's common stock ("Shares") and a pre-funded warrant to purchase Shares, along with a warrant to purchase Shares, pursuant to the terms of a Securities Purchase Agreement, dated August 6, 2024, by and among the Issuer, Reporting Person and certain other accredited investors. The purchase price for each Share and accompanying warrant (reported in Table II) is $3.00. The purchase price for each pre-funded warrant and accompanying warrant (reported in Table II) is $2.99.

F2 · balance_after: The aggregate number of shares of common stock previously reported as 1,495, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024.

SEC source: 0001654954-24-010192 · section16.xml · derivative · entry 3

Davidson Michael H. · CIK 0001573785 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,000

Underlying: Common Stock · 25,000 shares

Expires not disclosed

F1 · price: . On August 8, 2024, as part of a private placement of the Issuer's securities, the Reporting Person purchased shares of the Issuer's common stock ("Shares") and a pre-funded warrant to purchase Shares, along with a warrant to purchase Shares, pursuant to the terms of a Securities Purchase Agreement, dated August 6, 2024, by and among the Issuer, Reporting Person and certain other accredited investors. The purchase price for each Share and accompanying warrant (reported in Table II) is $3.00. The purchase price for each pre-funded warrant and accompanying warrant (reported in Table II) is $2.99.

F4 · derivative.expiration_date: The warrant will expire on the earlier of (i) thirty (30) trading days following the date of the Issuer's initial public announcement of topline data from its Phase 3 LEVEL Study (LEVosimendan to Improve Exercise Limitation in PH-HFpEF Patients) ( NCT05983250 ) (the "Topline Data Announcement"); (ii) proportionally upon the exercise of the Reporting Person's pre-funded warrant issued on August 8, 2024, if such exercise is prior to the Topline Data Announcement; and (iii) August 8, 2029.

SEC source: 0001654954-24-010192 · section16.xml · derivative · entry 2

Davidson Michael H. · CIK 0001573785 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 47,500

Underlying: Common Stock · 47,500 shares

Expires not disclosed

F1 · price: . On August 8, 2024, as part of a private placement of the Issuer's securities, the Reporting Person purchased shares of the Issuer's common stock ("Shares") and a pre-funded warrant to purchase Shares, along with a warrant to purchase Shares, pursuant to the terms of a Securities Purchase Agreement, dated August 6, 2024, by and among the Issuer, Reporting Person and certain other accredited investors. The purchase price for each Share and accompanying warrant (reported in Table II) is $3.00. The purchase price for each pre-funded warrant and accompanying warrant (reported in Table II) is $2.99.

F3 · derivative.expiration_date: The pre-funded warrant has no expiration date.

SEC source: 0001654954-24-010192 · section16.xml · nonDerivative · entry 1

Davidson Michael H. · CIK 0001573785 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,881

F1 · price: . On August 8, 2024, as part of a private placement of the Issuer's securities, the Reporting Person purchased shares of the Issuer's common stock ("Shares") and a pre-funded warrant to purchase Shares, along with a warrant to purchase Shares, pursuant to the terms of a Securities Purchase Agreement, dated August 6, 2024, by and among the Issuer, Reporting Person and certain other accredited investors. The purchase price for each Share and accompanying warrant (reported in Table II) is $3.00. The purchase price for each pre-funded warrant and accompanying warrant (reported in Table II) is $2.99.

F2 · balance_after: The aggregate number of shares of common stock previously reported as 608,645, but were adjusted to reflect the stock splits that occurred on January 4, 2023 and January 2, 2024.

SEC source: 0001654954-24-006745 · section16.xml · derivative · entry 4

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 119

Underlying: Common Stock · 119 shares

Expires 2034-05-17

F5 · derivative.exercise_date: 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.

SEC source: 0001654954-24-006744 · section16.xml · derivative · entry 1

Giordano Christopher Thomas · CIK 0001871714 · Director · CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 437

Underlying: Common Stock · 437 shares

Expires 2034-05-17

F1 · derivative.exercise_date: 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.

SEC source: 0001654954-22-012922 · section16.xml · nonDerivative · entry 2

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Stuart Rich 2022 Irrevocable Trust

Disclosed balance after: 1,909,585

F1 · kind: Represents a gift of Issuer's common stock to the Stuart Rich 2022 Irrevocable Trust. a Spousal Lifetime Access Trust (the "Trust"), for the benefit of Reporting Person's spouse and their children.

F2 · ownership.nature: The Reporting Person is special asset advisor to 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.

SEC source: 0001654954-22-012922 · section16.xml · nonDerivative · entry 1

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 424,347

F1 · kind: Represents a gift of Issuer's common stock to the Stuart Rich 2022 Irrevocable Trust. a Spousal Lifetime Access Trust (the "Trust"), for the benefit of Reporting Person's spouse and their children.

SEC source: 0001654954-22-011198 · section16.xml · nonDerivative · entry 2

Doogan Declan · CIK 0001704234 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,637,871

F1 · kind: Issuer's shares held in a grantor retained annuity trust (the "GRAT") were distributed to the reporting person upon termination of the GRAT and in satisfaction of an annuity due to the reporting person.

SEC source: 0001654954-22-011198 · section16.xml · nonDerivative · entry 1

Doogan Declan · CIK 0001704234 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Declan Doogan 2021 GRAT DTD 03-04-2021

Disclosed balance after: 0

F1 · kind: Issuer's shares held in a grantor retained annuity trust (the "GRAT") were distributed to the reporting person upon termination of the GRAT and in satisfaction of an annuity due to the reporting person.

F2 · ownership.nature: The reporting person's wife, Dorothy Doogan, is the trustee of the GRAT.

SEC source: 0001654954-22-008238 · section16.xml · derivative · entry 2

PROEHL GERALD T · CIK 0001279191 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2032-06-09

SEC source: 0001654954-22-008239 · section16.xml · derivative · entry 3

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Common Stock · 100,000 shares

Expires 2032-06-09

F2 · derivative.exercise_date: The options vest and become exercisable as follows: options with respect to 25,000 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.

SEC source: 0001654954-22-008237 · section16.xml · derivative · entry 1

Hunter Robyn · CIK 0001713932 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,250

Underlying: Common Stock · 6,250 shares

Expires 2032-06-09

SEC source: 0001654954-22-008236 · section16.xml · derivative · entry 1

Giordano Christopher Thomas · CIK 0001871714 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,000

Underlying: Common Stock · 200,000 shares

Expires 2032-06-09

F1 · derivative.exercise_date: The options vest and become exercisable as follows: options with respect to 50,000 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.

SEC source: 0001654954-22-008235 · section16.xml · derivative · entry 3

Doogan Declan · CIK 0001704234 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2032-06-09

SEC source: 0001654954-22-008234 · section16.xml · derivative · entry 2

Davidson Michael H. · CIK 0001573785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2032-06-09

SEC source: 0001654954-22-008233 · section16.xml · derivative · entry 1

Almenoff June Sherie · CIK 0001492647 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2032-06-09

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 12

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 10,596,027

Underlying: Common Stock · 10,596,027 shares

Expires not disclosed

F5 · kind: The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F6 · kind: (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F5 · price: The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F6 · price: (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F5 · derivative.exercise_date: The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F6 · derivative.exercise_date: (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F5 · derivative.expiration_date: The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F6 · derivative.expiration_date: (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 11

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 10,596,027

Underlying: Common Stock · 10,596,027 shares

Expires not disclosed

F5 · kind: The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F6 · kind: (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F5 · price: The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F6 · price: (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F5 · derivative.exercise_date: The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F6 · derivative.exercise_date: (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F5 · derivative.expiration_date: The Master Fund purchased 10,596,027 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on May 19, 2022. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series E Warrant to purchase one share of common stock of the Issuer (a "Series E Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $0.63, subject to customary adjustments. The aggregate purchase price for the 10,596,027 Units was approximately $8.0 million. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series E Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F6 · derivative.expiration_date: (Continued from Footnote 5) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 10

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 2,072,538

Underlying: Common Stock · 2,072,538 shares

Expires 2025-12-11

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 9

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 2,072,538 shares

Expires 2020-12-11

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 8

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 2,360,313

Underlying: Common Stock · 2,360,313 shares

Expires 2027-09-15

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 7

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 2,360,313 shares

Expires 2025-09-15

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 6

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 4,607,692

Underlying: Common Stock · 4,607,692 shares

Expires 2028-01-08

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F4 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 19.99% beneficial owner of the Shares following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 5

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 4,607,692 shares

Expires 2026-01-08

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F4 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 19.99% beneficial owner of the Shares following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 4

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 3,175,924

Underlying: Common Stock · 3,175,924 shares

Expires 2028-01-08

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F4 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 19.99% beneficial owner of the Shares following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 3

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 3,175,924 shares

Expires 2026-01-08

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F4 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 19.99% beneficial owner of the Shares following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 2

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 4,773,269

Underlying: Common Stock · 4,773,269 shares

Expires 2029-01-08

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-22-018968 · doc4.xml · derivative · entry 1

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 4,773,269 shares

Expires 2027-01-08

F1 · kind: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F1 · price: On May 17, 2022, the Issuer entered into a warrant amendment agreement with the Master Fund, as defined below, pursuant to which the Issuer agreed to amend certain previously issued warrants held by the Master Fund in a transaction that was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2 · derivative.exercise_date: These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 4.99% beneficial owner of the outstanding shares of the Issuer's common stock (collectively, the "Shares") following such exercise.

F3 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001654954-21-012861 · section16.xml · nonDerivative · entry 4

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Andrea Rich 2021 Irrevocable Trust

Disclosed balance after: 1,909,585

F1 · kind: 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 · ownership.nature: 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.

SEC source: 0001654954-21-012861 · section16.xml · nonDerivative · entry 3

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 0

F1 · kind: 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.

SEC source: 0001654954-21-012861 · section16.xml · nonDerivative · entry 2

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Spouse

Disclosed balance after: 1,909,585

SEC source: 0001654954-21-012861 · section16.xml · nonDerivative · entry 1

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,333,932

SEC source: 0000899243-21-028023 · doc4.xml · derivative · entry 2

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director

Boyd Steven · CIK 0001706140 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,773,269

Underlying: Common Stock · 4,773,269 shares

Expires not disclosed

F2 · kind: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · kind: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · price: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · price: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · derivative.exercise_date: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · derivative.exercise_date: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · derivative.expiration_date: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · derivative.expiration_date: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F1 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000899243-21-028023 · doc4.xml · derivative · entry 1

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director

Boyd Steven · CIK 0001706140 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,773,269

Underlying: Common Stock · 4,773,269 shares

Expires not disclosed

F2 · kind: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · kind: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · price: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · price: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · derivative.exercise_date: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · derivative.exercise_date: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · derivative.expiration_date: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · derivative.expiration_date: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F1 · ownership.nature: The reported securities of Tenax Therapeutics, Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001654954-21-007767 · section16.xml · derivative · entry 1

DiTonno Anthony A · CIK 0001395876 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 50,000

Underlying: Common Stock · 50,000 shares

Expires 2031-07-06

SEC source: 0001654954-21-008766 · section16.xml · nonDerivative · entry 1

Doogan Declan · CIK 0001704234 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,502,129

F1 · shares: Transaction represents a gift from Dr. Doogan to fund the Declan Doogan 2021 GRAT DTD 03-04-2021 (the "Trust"). Dr. Doogan's wife, Dorothy Doogan, is the trustee of the Trust. Per the terms of the Trust, during its term the Trust must make annuity payments to Dr. Doogan which will be accomplished by transferring shares of common stock back to Dr. Doogan

SEC source: 0001654954-21-006927 · section16.xml · derivative · entry 2

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,581,000 shares

Expires 2021-06-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

F2 · price: As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

SEC source: 0001654954-21-006927 · section16.xml · nonDerivative · entry 1

Rich Stuart · CIK 0001841785 · Director · Chief Medical Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,243,517

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: On June 10, 2021, the shareholders of Tenax Therapeutics, Inc. voted in favor of the conversion of all Series B Preferred Stock to Common Stock. Pursuant to this action, all Series B Preferred Stock owned by the Reporting Person converted automatically to shares of Common Stock on June 11, 2021.

F2 · price: As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

SEC source: 0001654954-21-006925 · section16.xml · derivative · entry 3

Doogan Declan · CIK 0001704234 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,070,000 shares

Expires 2021-06-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: On June 10, 2021, the shareholders of Tenax Therapeutics, Inc. voted in favor of the conversion of all Series B Preferred Stock to Common Stock. Pursuant to this action, all Series B Preferred Stock owned by the Reporting Person converted automatically to shares of Common Stock on June 11, 2021.

F2 · derivative.exercise_price: As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

F2 · price: As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

SEC source: 0001654954-21-006925 · section16.xml · nonDerivative · entry 1

Doogan Declan · CIK 0001704234 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,637,871

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: On June 10, 2021, the shareholders of Tenax Therapeutics, Inc. voted in favor of the conversion of all Series B Preferred Stock to Common Stock. Pursuant to this action, all Series B Preferred Stock owned by the Reporting Person converted automatically to shares of Common Stock on June 11, 2021.

F2 · price: As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

SEC source: 0001654954-21-006926 · section16.xml · derivative · entry 3

Davidson Michael H. · CIK 0001573785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 512,000 shares

Expires 2021-06-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: On June 10, 2021, the shareholders of Tenax Therapeutics, Inc. voted in favor of the conversion of all Series B Preferred Stock to Common Stock. Pursuant to this action, all Series B Preferred Stock owned by the Reporting Person converted automatically to shares of Common Stock on June 11, 2021.

F2 · derivative.exercise_price: As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

F2 · price: As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

SEC source: 0001654954-21-006926 · section16.xml · nonDerivative · entry 1

Davidson Michael H. · CIK 0001573785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 606,645

F1 · security: On June 10, 2021, the shareholders of Tenax Therapeutics, Inc. voted in favor of the conversion of all Series B Preferred Stock to Common Stock. Pursuant to this action, all Series B Preferred Stock owned by the Reporting Person converted automatically to shares of Common Stock on June 11, 2021.

F2 · price: As described further in Note 1, above, the disposition of the Series B Preferred Stock and the acquisition of Common Stock occurred pursuant to an automatic conversion; as such, no consideration was paid to or payable by the Reporting Person pursuant to this transaction.

SEC source: 0001654954-21-006929 · section16.xml · derivative · entry 1

Mitchum James P. · CIK 0001597439 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

Underlying: Common Stock · 5,000 shares

Expires 2031-06-10