Submission of Matters to a Vote of Security Holders.

Tenax Therapeutics, Inc. (the "Company") held its Annual Meeting of Stockholders on June 10, 2021 (the "Annual Meeting"). The stockholders considered the four proposals described below, each of which is described in more detail in the Company's definitive proxy statement dated April 30, 2021 (the "Proxy Statement"). As of April 13, 2021, the record date for the Annual Meeting, there were 14,969,312 shares of common stock issued, outstanding and entitled to vote. At the Annual Meeting, 12,427,891 shares of common stock were represented in person or by proxy, constituting a quorum. The final number of votes cast for and against, as well as the number of abstentions and broker non-votes, with respect to each proposal are set forth below.

Proposal 1: To elect the nine (9) director nominees described in the Proxy Statement to the Company's Board of Directors to serve until the sooner of the 2022 Annual Meeting of the Company's Stockholders or the election and qualification of their successors. The votes were cast as follows:



Item 1                    For    Withhold  Broker Non-Votes

June Almenoff, MD, PhD 7,768,351 29,361 4,630,179 Steven Boyd

            7,767,726  29,986      4,630,179

Michael Davidson, MD 7,768,124 29,588 4,630,179 Anthony A. DiTonno 7,766,971 30,741 4,630,179 Declan Doogan, MD 7,768,124 29,588 4,630,179 Keith Maher, MD 7,776,364 21,348 4,630,179 James Mitchum 7,767,058 30,654 4,630,179 Gerald T. Proehl 6,240,041 1,557,671 4,630,179 Stuart Rich, MD 7,767,382 30,330 4,630,179

All director nominees were duly elected.

Proposal 2: Approval to convert shares of our Series B convertible preferred stock ("Series B Preferred Stock"), into shares of common stock. The votes were cast as follows:



 For (1)  Against Abstain (1)
7,662,197 62,130    73,387

(1) Represents votes cast on Proposal 2 as received by the Company. For the purpose of determining that Proposal 2 was approved pursuant to NASDAQ rules, 1,230,388 shares (representing the aggregate number of shares of common stock issued in connection with the Agreement and Plan of Merger dated January 15, 2021, by and among the Company, Life Newco II, Inc., PHPrecisionMed Inc., and Dr. Stuart Rich) that voted in favor of Proposal 2 were deemed to have abstained.

Proposal 2 was approved.

Proposal 3: Approval of Amendment No. 2 to our 2016 Stock Incentive Plan to increase the number of shares authorized for issuance under the plan by 750,000 shares.



   For    Against Abstain
7,605,237 126,618 65,860



Proposal 3 was approved.

Proposal 4: Ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.







   For     Against Abstain
12,398,083 17,910  11,898



Proposal 4 was approved.

Item 8.01
Other Events

As previously reported on the Company's Form 8-K as filed on January 19, 2021, the Company previously issued 10,232 shares of Series B Preferred Stock in connection with the Merger Agreement (as defined above). As a result of the approval of Proposal 2 as described above, and as further described in the Proxy Statement, all shares of Series B Preferred Stock were automatically converted into an aggregate of 10,232,000 shares of Common Stock. Of these newly issued shares of Common Stock, 1,212,489 shares are subject to automatic reduction to satisfy claims for indemnification under the Merger Agreement and to restrictions on transfer until January 15, 2023. On June 11, 2021, immediately following such conversion, the Company has 25,201,312 shares Common Stock outstanding.

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