Tenax Therapeutics Form 3 / Chrisopher Thomas Giordano ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Giordano Chrisopher Thomas

(Last)

(First)

(Middle)

ONE COPLEY PARKWAY

SUITE 490

(Street)

MORRISVILLE

27560

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2021

3. Issuer Name and Ticker or Trading Symbol
TENAX THERAPEUTICS, INC. [ TENX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	07/06/2031	Common stock	250,000⁽²⁾	1.97	D

Explanation of Responses:

1. The options vest and become exercisable as follows: options with respect to 62,500 underlying shares of Common Stock vest and become exercisable on each of July 6, 2022, July 6, 2023, July 6, 2024, and July 6, 2025.

2. In addition to this grant of stock options with respect to 250,000 shares of Common Stock, an additional management stock option with respect to 100,000 shares of Common Stock was made to the Reporting Person on July 6, 2021, vesting in two tranches upon achievement of specified performance metrics.

Remarks:

0 non-derivative securities beneficially owned.

	/s/ Chris Giordano	07/15/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Tenax Therapeutics (TENX) Form 3TENAX THERAPEUTICS / Chrisopher Thomas Giordano ownership change