ADAR1 funds buy 770K Tenax Therapeutics shares

For TENAX THERAPEUTICS, INC.

Rhea-AI Filing Summary

For TENAX THERAPEUTICS, INC. (TENX), private investment funds managed by ADAR1 Capital Management, LLC, which may be deemed ten percent owners along with Daniel Schneeberger, reported open‑market purchases of a total of 770,333 shares of common stock over August 31 to September 2, 2026. The purchases were made indirectly through these funds at weighted average prices around $1.79 per share, with individual trades ranging from $1.77 to $1.80 per share as disclosed. The reporting persons state that the securities are owned directly by the ADAR1-managed funds and that each reporting person disclaims beneficial ownership except to the extent of any pecuniary interest, and no Rule 10b5‑1 trading plan is reported.

Insider Trade Summary

Net Buyer: 770,333 shares

Net Buy 3 txns

Insider ADAR1 Capital Management, LLC, Schneeberger Daniel

Role 10% Owner | 10% Owner

Bought 770,333 shs ($1.38M)

Type	Security	Shares	Price	Value
Purchase	Common Stock F3, F4, F5	187,704	$1.7985	$338K
Purchase	Common Stock F2, F4, F5	179,058	$1.7959	$322K
Purchase	Common Stock F1, F4, F5	403,571	$1.7905	$723K

Holdings After Transaction: Common Stock — 5,624,151 shares (Indirect, See Footnote)

Footnotes (5)

1. F1. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.7700 to $1.8000, inclusive. Each Reporting Person undertakes to provide to Tenax Therapeutics, Inc., any security holder of Tenax Therapeutics, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
2. F2. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.7700 to $1.8000, inclusive. Each Reporting Person undertakes to provide to Tenax Therapeutics, Inc., any security holder of Tenax Therapeutics, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
3. F3. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.7750 to $1.8000, inclusive. Each Reporting Person undertakes to provide to Tenax Therapeutics, Inc., any security holder of Tenax Therapeutics, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
4. F4. 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.
5. F5. 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.

Key Figures

Total shares purchased: 770,333 shares Shares purchased on August 31, 2026: 403,571 shares Shares purchased on September 1, 2026: 179,058 shares +4 more

7 metrics

Total shares purchased 770,333 shares Aggregate open‑market purchases of Tenax Therapeutics common stock reported in this Form 4

Shares purchased on August 31, 2026 403,571 shares Common stock bought indirectly through ADAR1‑managed funds

Shares purchased on September 1, 2026 179,058 shares Common stock bought indirectly through ADAR1‑managed funds

Shares purchased on September 2, 2026 187,704 shares Common stock bought indirectly through ADAR1‑managed funds

Weighted average price August 31, 2026 $1.7905 per share Weighted average purchase price; individual trades ranged from $1.77 to $1.80

Weighted average price September 1, 2026 $1.7959 per share Weighted average purchase price; individual trades ranged from $1.77 to $1.80

Weighted average price September 2, 2026 $1.7985 per share Weighted average purchase price; individual trades ranged from $1.775 to $1.80

Key Terms

weighted average price, indirectly beneficially owned, pecuniary interest, Section 16 of the Securities Exchange Act of 1934

4 terms

weighted average price financial

"The reported price is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

indirectly beneficially owned regulatory

"may be deemed to be indirectly beneficially owned by (i) ADAR1"

pecuniary interest regulatory

"disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein"

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.

FAQ

What insider activity was reported for TENX in this Form 4?

Private funds managed by ADAR1 Capital Management, LLC, associated with ten percent owner status, reported purchasing 770,333 shares of Tenax Therapeutics common stock in open‑market transactions on August 31, September 1, and September 2, 2026.

At what prices were the TENX shares bought in this Form 4?

The reported prices are weighted averages. Shares on August 31 and September 1, 2026 were purchased in multiple trades between $1.77 and $1.80 per share, and on September 2, 2026 between $1.775 and $1.80 per share.

Who are the reporting persons in the TENX Form 4 filing?

The reporting persons are ADAR1 Capital Management, LLC and Daniel Schneeberger. The securities are owned directly by private investment funds managed by ADAR1, and Schneeberger is described as the sole manager of ADAR1 Capital Management, LLC.

Is the TENX insider ownership direct or indirect in this Form 4?

All reported holdings are indirect. The common stock is owned directly by private investment funds managed by ADAR1 Capital Management, LLC, and may be deemed to be indirectly beneficially owned by ADAR1 and Daniel Schneeberger as disclosed.

Do the reporting persons claim full beneficial ownership of the TENX shares?

No. Each reporting person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest, stating that the report is not an admission of beneficial ownership for Section 16 or other purposes.

Were the TENX insider purchases made under a Rule 10b5-1 trading plan?

No Rule 10b5‑1 trading plan is reported. The document-level Rule 10b5‑1 checkbox is not affirmatively marked, indicating the purchases are not identified as made pursuant to such a plan.

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Available on EDGAR 09/02/2026 - 05:53 PM Accepted by SEC EDGAR 09/02/2026 - 05:52 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ADAR1 Capital Management, LLC

(Last) (First) (Middle)

3503 WILD CHERRY DRIVE

BUILDING 9

(Street)

AUSTIN TEXAS 78738

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TENAX THERAPEUTICS, INC. [ TENX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/31/2026		P		403,571	A	$1.7905(1)	5,257,389	I	See Footnote(4)(5)
Common Stock	09/01/2026		P		179,058	A	$1.7959(2)	5,436,447	I	See Footnote(4)(5)
Common Stock	09/02/2026		P		187,704	A	$1.7985(3)	5,624,151	I	See Footnote(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ADAR1 Capital Management, LLC

(Last) (First) (Middle)

3503 WILD CHERRY DRIVE

BUILDING 9

(Street)

AUSTIN TEXAS 78738

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Schneeberger Daniel

(Last) (First) (Middle)

3503 WILD CHERRY DRIVE

BUILDING 9

(Street)

AUSTIN TEXAS 78738

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.7700 to $1.8000, inclusive. Each Reporting Person undertakes to provide to Tenax Therapeutics, Inc., any security holder of Tenax Therapeutics, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

2. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.7700 to $1.8000, inclusive. Each Reporting Person undertakes to provide to Tenax Therapeutics, Inc., any security holder of Tenax Therapeutics, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

3. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.7750 to $1.8000, inclusive. Each Reporting Person undertakes to provide to Tenax Therapeutics, Inc., any security holder of Tenax Therapeutics, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

4. 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.

5. 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.

	ADAR1 Capital Management, LLC By: Daniel Schneeberger, Manager /s/ Daniel Schneeberger	09/02/2026
	/s/ Daniel Schneeberger	09/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)