UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2026
Tenax Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34600 | 26-2593535 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
101 Glen Lennox Drive, Suite 300
Chapel Hill, North Carolina 27517
(Address of principal executive offices) (Zip Code)
919-855-2100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading | Name of each exchange | ||
| Common Stock, $0.0001 par value per share | TENX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 2, 2026, Tenax Therapeutics, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The following proposals were voted upon at the Annual Meeting and the final voting results with respect to each such proposal are set forth below.
Proposal 1: Election of Directors
The Company’s stockholders elected each of the following individuals to the Company’s Board of Directors for a one-year term expiring in 2027, or until his or her successor is duly elected and qualified, by the votes indicated below.
| Members | For | Withheld | Broker Non-Votes | |||
| June Almenoff | 17,362,177 | 214,449 | 3,742,678 | |||
| Michael Davidson | 15,762,162 | 1,814,464 | 3,742,678 | |||
| Declan Doogan | 17,394,626 | 182,000 | 3,742,678 | |||
| Christopher T. Giordano | 17,397,265 | 179,361 | 3,742,678 | |||
| Robyn M. Hunter | 17,394,848 | 181,778 | 3,742,678 | |||
| Gerald T. Proehl | 17,393,189 | 183,437 | 3,742,678 | |||
| Stuart Rich | 17,397,413 | 179,213 | 3,742,678 |
Proposal 2: Auditor Ratification
The Company’s stockholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the votes indicated below.
| For | Against | Abstain | Broker Non-Votes | |||
| 21,304,543 | 3,688 | 11,073 | None |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 4, 2026 | Tenax Therapeutics, Inc. | |||||
| By: | /s/ Christopher T. Giordano | |||||
| Christopher T. Giordano | ||||||
| President and Chief Executive Officer | ||||||