New 10% holder at Tenax Therapeutics (TENX) wields $0.01 warrants
Rhea-AI Filing Summary
TENAX THERAPEUTICS, INC. (TENX) has a new initial ownership report from ADAR1 Capital Management, LLC and Daniel Schneeberger as ten percent owners under Section 16. Private investment funds managed by ADAR1 hold 3,827,951 shares of common stock indirectly, plus derivative securities.
The funds also hold Pre-Funded Warrants exercisable for 59,073 shares of common stock at an exercise price of $0.01 per share, with no expiration, and Warrants exercisable for 31,096 shares at $4.50 per share, exercisable until the earlier of September 22, 2026 or exercise of the Pre-Funded Warrants. Both warrant types include a 4.99% beneficial ownership cap. Each reporting person disclaims beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
ADAR1 Capital Management, LLC, Schneeberger Daniel
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Pre-Funded Warrant F3, F1, F2 | -- | -- | -- |
| holding | Warrant F4, F1, F2 | -- | -- | -- |
| holding | Common Stock F1, F2 | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrant — 59,073 shares (Indirect, See Footnote);
Warrant — 31,096 shares (Indirect, See Footnote);
Common Stock — 3,827,951 shares (Indirect, See Footnote)
Footnotes (4)
- F1. The reported securities are owned directly by private investment funds managed by ADAR1 Capital Management, LLC, and may be deemed to be indirectly beneficially owned by (i) ADAR1 Capital Management, LLC and (ii) Daniel Schneeberger, the sole manager of ADAR1 Capital Management, LLC.
- F2. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
- F3. The pre-funded warrants to purchase shares of the Issuer's common stock (the "Pre-Funded Warrants") have no expiration date and are exercisable at any time on or after the date of issuance. A holder of the Pre-Funded Warrants may not exercise the Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
- F4. The warrants to purchase shares of the Issuer's common stock (the "Warrants") are exercisable at any time on or after the date of issuance and before the earlier of (i) September 22, 2026, and (ii) the exercise of the Pre-Funded Warrants. A holder of the Warrants may not exercise the Warrants if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
Key Figures
Indirect common stock holdings: 3,827,951 shares of common stock
Pre-Funded Warrants underlying shares: 59,073 shares of common stock
Pre-Funded Warrants exercise price: $0.01 per share
+4 more
7 metrics
Indirect common stock holdings
3,827,951 shares of common stock
Owned by private investment funds managed by ADAR1 Capital Management, LLC
Pre-Funded Warrants underlying shares
59,073 shares of common stock
Underlying shares issuable upon exercise of Pre-Funded Warrants
Pre-Funded Warrants exercise price
$0.01 per share
Exercise price of Pre-Funded Warrants for TENX common stock
Warrants underlying shares
31,096 shares of common stock
Underlying shares issuable upon exercise of Warrants
Warrants exercise price
$4.50 per share
Exercise price of Warrants for TENX common stock
Beneficial ownership limitation
4.99%
Maximum beneficial ownership after warrant exercise, including affiliates
Warrants expiration outside pre-funded exercise
September 22, 2026
Latest expiration date for Warrants, unless Pre-Funded Warrants are exercised earlier
Key Terms
Pre-Funded Warrants, beneficial ownership, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, +1 more
5 terms
Pre-Funded Warrants financial
"The pre-funded warrants to purchase shares of the Issuer's common stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership financial
"disclaims beneficial ownership of any such securities, except to the extent"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of his/its pecuniary interest therein, if any"
Section 16 of the Securities Exchange Act of 1934 regulatory
"For purposes of Section 16 of the Securities Exchange Act of 1934, as amended"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
beneficial ownership limitation financial
"would beneficially own more than 4.99% of the number of shares of common stock"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
FAQ
What does Form 3 report for TENX regarding ADAR1 Capital Management and Daniel Schneeberger?
It reports initial indirect ownership of 3,827,951 shares of TENX common stock held by private funds managed by ADAR1, plus Pre-Funded Warrants and Warrants over additional shares. Both reporting persons are identified as ten percent owners under Section 16.
What standard Warrants for TENX are disclosed and when do they expire?
The filing lists Warrants exercisable for 31,096 shares of TENX common stock at $4.50 per share. They are exercisable at any time on or after issuance and expire on the earlier of September 22, 2026 or the exercise of the Pre-Funded Warrants, subject to a 4.99% ownership cap.
What is the 4.99% beneficial ownership limitation mentioned for TENX warrants?
Both the Pre-Funded Warrants and the Warrants restrict exercise if, after exercise, the holder and its affiliates would beneficially own more than 4.99% of TENX common stock outstanding. This cap limits how many shares can be obtained through warrant exercises at any time.
Do the TENX reporting persons claim full beneficial ownership of the reported securities?
No. Each reporting person disclaims beneficial ownership of the securities beyond his or its pecuniary interest, and the report states it should not be deemed an admission of beneficial ownership for Section 16 or other purposes.
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