Tenax Therapeutics, Inc. Class Action Lawsuit - TENX

The filed complaint alleges that Tenax Therapeutics, Inc made materially false and/or misleading statements and/or failed to disclose that: (i) the Company's lead clinical program, TNX-103 was less effective than defendants had led investors to believe; (ii) accordingly, TNX-103’s overall clinical, regulatory, and commercial prospects were overstated; and (iii) as a result, the Company’s public statements were materially false and misleading at all relevant times.

Investors who purchased or otherwise acquired Tenax Therapeutics, Inc. securities within the class period described above and suffered losses may be eligible.

If you suffered a loss in Tenax Therapeutics, Inc. during the relevant time frame or pursuant to the relevant offering(s), you have until December 28, 2026 to request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn't require that you serve as a lead plaintiff.

Key Facts About Tenax Therapeutics, Inc. (NASDAQ: TENX)

●       The Allegation: The complaint alleges that defendants made materially false and misleading statements about the efficacy and prospects of TNX-103 (oral levosimendan), the company's lead product candidate, repeatedly characterizing its development approach as "derisked" while allegedly concealing that the drug was less effective than investors were led to believe.

●       The Stock Drop: On August 10, 2026, TENX fell approximately $12.06 per share, or 89.77%, to close at approximately $1.38 per share after the company reported that its Phase 3 LEVEL trial failed to meet its primary endpoint of improvement in six-minute walk distance or its key secondary endpoint.

●       Class Period & Defendants: The class period runs from November 13, 2023 through August 7, 2026, inclusive. The named defendants are Tenax Therapeutics, Inc., Christopher T. Giordano (President and Chief Executive Officer), Eliot M. Lurier (Interim Chief Financial Officer through December 8, 2023), Lawrence R. Hoffman (Interim Chief Financial Officer from January 9, 2024 until December 2, 2024), Thomas A. McGauley (Chief Financial Officer since December 2, 2024), and Stuart Rich (Chief Medical Officer).

●       Lead Plaintiff Deadline: December 28, 2026. Investors who wish to seek appointment as lead plaintiff must apply by the deadline.

Tenax Class Action Summary
Company	Tenax Therapeutics, Inc. (NASDAQ: TENX)
Lead Plaintiff Deadline	December 28, 2026
Class Period	November 13, 2023 – August 7, 2026
Stock Drop	August 10, 2026 – TENX fell $12.06 (89.77%) to $1.38

Introduction

A securities class action has been filed against Tenax Therapeutics, Inc. (NASDAQ: TENX). The plaintiff brings the case on behalf of investors who bought Tenax securities. The class period runs from November 13, 2023 through August 7, 2026.

The complaint alleges that defendants made materially false and misleading statements about TNX-103, the company's lead drug candidate. Tenax described its development approach as "derisked" and said the drug would likely succeed. But the lawsuit claims TNX-103 was less effective than investors were told, and its clinical and commercial prospects were overstated.

On August 10, 2026, Tenax reported topline results from its Phase 3 LEVEL trial failed to meet its main goals. The stock fell about 89.77% in a single day, closing at roughly $1.38 per share. The complaint alleges that Plaintiff and other class members suffered significant losses.

Company Profile

Tenax Therapeutics, Inc. is a Phase 3, development-stage pharmaceutical company that develops novel cardiopulmonary therapies. Its prioritized product candidate during the class period was levosimendan, evaluated as oral TNX-103 through the Phase 3 LEVEL study in pulmonary hypertension in heart failure with preserved ejection fraction (PH-HFpEF). The company is headquartered in Chapel Hill, North Carolina.

Class Period

November 13, 2023–August 7, 2026

Investors who purchased or otherwise acquired Tenax Therapeutics, Inc. (TENX) securities during the Class Period may be eligible to seek recovery under the federal securities laws.

Allegations

The complaint centers on Tenax's lead product candidate, TNX-103 (oral levosimendan), which the company was evaluating in its Phase 3 LEVEL study for the treatment of PH-HFpEF. Before the class period, Tenax completed its Phase 2 HELP study of levosimendan, touting results that showed a "significant improvement" in six-minute walk distance, which was the primary endpoint for the Phase 3 LEVEL study. The lawsuit names Tenax and five individual officers, including Chief Executive Officer Christopher T. Giordano and Chief Medical Officer Stuart Rich, as defendants.

Throughout the class period, according to the complaint, defendants repeatedly represented that their approach to developing TNX-103 was "derisked" because levosimendan was already approved for other indications, because the HELP study showed patient improvement in six-minute walk distance, and because the LEVEL study was modeled on patients who responded to levosimendan in HELP. At a November 2024 conference, Rich stated that the company had been told it could obtain approval with six-minute walk as a primary endpoint, while Giordano cited the 29-meter improvement seen in HELP as evidence that TNX-103 would meet its primary endpoint. Company filings and press releases described TNX-103 as supported by "promising evidence" and positioned to establish the drug as "a powerful therapeutic option" for a disease without available treatments.

The complaint alleges these statements were materially false and misleading. Specifically, the filing states that TNX-103 was less effective than defendants had led investors to believe; that, accordingly, the drug's overall clinical, regulatory, and commercial prospects were overstated; and that, as a result, the company's public statements were materially false and misleading at all relevant times.

The complaint further alleges that defendants had both the motive and opportunity to commit fraud. While the allegedly misleading statements supported artificially inflated prices, the company raised approximately $134 million through the February 2024 public offering, the August 2024 private placement, and a March 2025 private placement. The lawsuit claims defendants knew or recklessly disregarded that their positive representations about TNX-103's efficacy and their "derisked" development approach were not supported by the facts available to them.

The Truth Emerges

The truth began to emerge on August 10, 2026, when Tenax issued a press release reporting topline results from its Phase 3 LEVEL clinical trial and held a conference call to discuss them. The company disclosed that TNX-103 "did not meet its primary endpoint of improvement in the 6-minute walk distance versus placebo, or the key secondary endpoint of improvement in Kansas City Cardiomyopathy Questionnaire total symptom score."

On the conference call, Giordano acknowledged that "Tenax did not anticipate the impact disease burden would have on the treatment response." The complaint cites this statement in support of its allegation that defendants' earlier representations overstated TNX-103's efficacy and prospects. Following the disclosure, multiple analysts sharply cut their price targets; one analyst noted that the LEVEL results raised "the possibility that TNX-103 is not merely diluted in healthier patients but actively counterproductive."

Market Reaction

On August 10, 2026, Tenax's stock price fell approximately $12.06 per share, or 89.77%, to close at approximately $1.38 per share after the company reported the failure of its Phase 3 LEVEL trial. The decline wiped out the vast majority of the stock's value in a single trading session. In the days that followed, several analysts slashed their price targets, including reductions of roughly 90%, 87%, 84.6%, and 81.5%, and multiple firms downgraded their ratings on the stock.

Next Steps

●       Lead Plaintiff Deadline: December 28, 2026

●       After the lead plaintiff deadline, the Court will consider any lead plaintiff motions. 

●       Defendants may file a motion to dismiss.

●       If the case proceeds, the Court may later consider class certification.

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. Prior results do not guarantee similar outcomes.