|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Tenax Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Christopher Thomas Giordano c/o Tenax Therapeutics, Inc., 101 Glen Lennox Drive, Suite 300 Chapel Hill, NC, 27517 919-855-2100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/31/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Christopher Thomas Giordano | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,690,606.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage reported above is based on 37,423,917 shares of Common Stock outstanding as of July 28, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on July 31, 2026 and is calculated on a beneficial ownership basis.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Tenax Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
101 Glen Lennox Drive, Suite 300, Chapel Hill,
NORTH CAROLINA
, 27517. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Schedule 13D/A"), which amends the statement on Schedule 13D filed with the SEC on March 10, 2026, is filed by Mr. Giordano (the "Reporting Person"). Except as expressly amended below, the Schedule 13D remains in effect. Capitalized terms used but not defined in this Schedule 13D/A shall have the meanings set forth in the Schedule 13D.
| ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Schedule 13D/A is filed solely as a result of the increase in the number of issued and outstanding shares of the Issuer's Common Stock. As of the date of this filing, the Reporting Person is deemed to own in the aggregate and on a beneficial ownership basis, 11,324 shares of Common Stock and 1,679,282 shares of Common Stock underlying stock options comprised of (i) 1,241,500 shares of Common Stock underlying options with an exercise price of $5.94 per share, (ii) 437,500 shares of Common Stock underlying options with an exercise price of $5.89 per share, (iii) 125 shares of Common Stock underlying options with an exercise price of $992 per share, and (iv) 157 shares of Common Stock underlying options with an exercise price of $3,152 per share. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Person. The Reporting Person reports his beneficial ownership in accordance with the filing requirements of Section 16(a) of the Act. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 1,690,606 - 4.32% | |
| (b) | 1,690,606 | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|