Tenax Therapeutics: ADAR1 buys 900K shares

A ten percent owner affiliated with ADAR1 Capital Management reported an open-market purchase of 900,000 TENX shares, increasing its indirect holdings.

Rhea-AI Filing Summary

TENAX THERAPEUTICS, INC. (TENX) had a significant shareholder associated with ADAR1 Capital Management, LLC report an open-market purchase of common stock. On September 3, 2026, private investment funds managed by ADAR1 bought 900,000 shares of Tenax common stock at a weighted average price of $1.7824 per share, in multiple trades between $1.78 and $1.80. Following this transaction, entities managed by ADAR1 reported 6,524,151 shares of Tenax common stock held indirectly, with each reporting person disclaiming beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

Net Buyer: 900,000 shares

Net Buy 1 txn

Insider ADAR1 Capital Management, LLC, Schneeberger Daniel

Role 10% Owner | 10% Owner

Bought 900,000 shs ($1.60M)

Type	Security	Shares	Price	Value
Purchase	Common Stock F1, F2, F3	900,000	$1.7824	$1.60M

Holdings After Transaction: Common Stock — 6,524,151 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.7800 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 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.
3. F3. 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

Shares purchased: 900,000 shares Weighted average purchase price: $1.7824 per share Price range of purchases: $1.7800–$1.8000 per share +2 more

5 metrics

Shares purchased 900,000 shares Common stock acquired on September 3, 2026 by ADAR1-managed funds

Weighted average purchase price $1.7824 per share Open-market or private purchase on September 3, 2026

Price range of purchases $1.7800–$1.8000 per share Range of execution prices for the 900,000-share purchase

Shares held after transaction 6,524,151 shares Indirect holdings reported by ADAR1-managed entities following the purchase

Transaction date September 3, 2026 Date of reported open-market or private purchase of Tenax common stock

Key Terms

weighted average price, indirectly beneficially owned, pecuniary interest, ten percent owner, +1 more

5 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 financial

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

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his/its pecuniary interest"

ten percent owner regulatory

"each Reporting Person is identified as a ten percent owner"

Section 16 regulatory

"For purposes of Section 16 of the Securities Exchange Act of 1934"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

What insider transaction did TENX report from ADAR1 Capital Management?

TENAX THERAPEUTICS, INC. reported that private funds managed by ADAR1 Capital Management, LLC purchased 900,000 shares of Tenax common stock on September 3, 2026 in an open-market or private transaction.

At what price were the 900,000 TENX shares purchased?

The 900,000 TENAX THERAPEUTICS, INC. shares were bought at a weighted average price of $1.7824 per share, with individual trades executed between $1.7800 and $1.8000 per share.

How many TENX shares did the ADAR1-managed entities hold after the transaction?

After the September 3, 2026 purchase, entities managed by ADAR1 Capital Management, LLC reported 6,524,151 shares of TENAX THERAPEUTICS, INC. common stock held indirectly.

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

The reporting persons are ADAR1 Capital Management, LLC and Daniel Schneeberger, each listed as a ten percent owner of TENAX THERAPEUTICS, INC. for Section 16 reporting purposes.

Is the TENX insider transaction tied to a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not affirmed, and there is no statement that the September 3, 2026 purchase of TENAX THERAPEUTICS, INC. shares was made under a Rule 10b5-1 trading plan.

How is ownership of the TENX shares structured for the ADAR1 reporting persons?

The shares are owned directly by private investment funds managed by ADAR1 Capital Management, LLC and may be deemed indirectly beneficially owned by ADAR1 and by Daniel Schneeberger as ADAR1’s sole manager, subject to a disclaimer of beneficial ownership beyond pecuniary interest.

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Available on EDGAR 09/08/2026 - 05:16 PM Accepted by SEC EDGAR 09/08/2026 - 05:16 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)
09/03/2026

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	09/03/2026		P		900,000	A	$1.7824(1)	6,524,151	I	See Footnote(2)(3)

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 $1.7800 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 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.

3. 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	09/08/2026
	/s/ Daniel Schneeberger	09/08/2026
	** 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)