0000034956 2026-05-12 2026-05-12 0000034956 1 2026-05-12 2026-05-12 0000034956 2 2026-05-12 2026-05-12 iso4217:USD pure shares S-8 S-8 EX-FILING FEES 0000034956 TENAX THERAPEUTICS, INC. N/A false false S-8 TENAX THERAPEUTICS, INC. Equity Common Stock, $0.001 par value per share true 907500 10.76 9764700.00 0.0001381 1348.51 Equity Common Stock, $0.001 par value per share true 460000 11.82 5437200.00 0.0001381 750.88 15201900.00 2099.39 0.00 2099.39 Represents 907,500 shares of Tenax Therapeutics, Inc.'s (the "Registrant") common stock, par value $0.0001 per share (the "Common Stock"), issuable upon vesting of inducement stock option awards granted between January 21, 2025 and May 11, 2026 to certain newly-hired employees of the Registrant as an inducement material to their acceptance of employment with the Registrant. Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum offering price are calculated on the basis of the weighted average exercise prices of the granted inducement option awards. Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement on Form S-8 shall also cover any additional shares of Common Stock, that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement on Form S-8 shall also cover any additional shares of Common Stock, that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. Represents (i) 10,000 shares of the Common Stock issuable upon the settlement of an award of restricted stock units granted to a certain newly-hired employee of the Registrant as an inducement material to his acceptance of employment with the Registrant and (ii) 450,000 shares of the Common Stock, issuable upon vesting of inducement stock option awards to be granted on June 1, 2026 to certain newly-hired employees of the Registrant as an inducement material to their acceptance of employment with the Registrant. Estimated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum offering price are based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq Capital Market on May 7, 2026.