Bylaw Amendment · Shareholder Vote

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 11, 2025   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 Symbol(s) Name of each exchange on which registered 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 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   On June 11, 2025, Tenax Therapeutics, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders approved the Certificate of Amendment (the “Officer Exculpation Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate”) to add provisions to the Certificate exculpating certain officers of the Company from liability in specific circumstances, as permitted by Delaware law. The details of the Officer Exculpation Amendment were disclosed in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 25, 2025, which description is incorporated herein by reference.   The Company filed the Officer Exculpation Amendment with the Secretary of State of the State of Delaware (the “DE Secretary of State”) on June 13, 2025, which became effective upon filing. The Company filed a restated certificate of incorporation (the “Restated Certificate”) with the DE Secretary of State on June 16, 2025, which became effective upon filing, that integrated the Certificate and the Officer Exculpation Amendment.   The foregoing descriptions of the Officer Exculpation Amendment and the Restated Certificate are qualified in their entirety by reference to the full text of the Officer Exculpation Amendment and the Restated Certificate, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.   Item 5.07   Submission of Matters to a Vote of Security Holders.   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 Board for a one-year term expiring in 2026, or until his or her successor is duly elected qualified, by the votes indicated below.   Members   For     Withheld     Broker Non-Votes   June Almenoff     2,460,500       25,549       527,090   Michael Davidson     1,992,079       493,970       527,090   Declan Doogan     2,470,868       15,181       527,090   Christopher T. Giordano     2,470,815       15,234       527,090   Robyn M. Hunter     2,470,890       15,159       527,090   Gerald T. Proehl     2,470,820       15,229       527,090   Stuart Rich     2,470,804       15,245       527,090     Proposal 2: Officer Exculpation   The Company’s stockholders approved the Officer Exculpation Amendment by the votes indicated below.   For Against Abstain Broker Non-Votes 2,458,203 10,244 17,602 527,090   Proposal 3: Stockholder Action   The Company’s stockholders did not approve the proposed amendments to the Certificate requiring all stockholder action be taken at an annual or special meeting of stockholders, by the votes indicated below.   For Against Abstain Broker Non-Votes 1,915,960 563,768 6,321 527,090     2     Proposal 4: Say-on-Pay   The Company’s stockholders voted on a resolution to approve (on a nonbinding advisory basis) the Company’s 2024 named executive officer compensation as disclosed in the Proxy Statement. This proposal was approved by the votes indicated below.   For Against Abstain Broker Non-Votes 2,435,043 30,284 20,722 527,090   Proposal 5: Say-on-Frequency   The Company’s stockholders voted to approve (on a nonbinding advisory basis) the frequency of an advisory vote on the compensation of the Company’s named executive officers (the “say-on-pay” vote) in future years. The votes on this proposal are summarized below.   1 Year 2 Years 3 Years Abstain Broker Non-Votes 616,373   1,825,717   21,046 22,913 527,090   After taking into consideration the foregoing voting results and the prior recommendations of the Board, the Company will hold an advisory “say-on-pay” vote every two years in connection with its annual meeting of stockholders until the Board otherwise determines that a different frequency for such advisory votes is in the best interest of the Company.   Proposal 6: 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, 2025 by the votes indicated below.   For Against Abstain Broker Non-Votes 2,976,524 19,600 17,015 None   Item 9.01   Financial Statements and Exhibits.   (d) Exhibits   Exhibit No.   Description       3.1   Officer Exculpation Amendment. 3.2   Restated Certificate of Incorporation. 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).     3     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 17, 2025 Tenax Therapeutics, Inc.             By: /s/ Christopher T. Giordano         Christopher T. Giordano       President and Chief Executive Officer       4