RTW Investments discloses 9.99% Tenax Therapeutics (TENX) position with 2.87M shares

Rhea-AI Filing Summary

RTW Investments, LP and Roderick Wong, M.D. report beneficial ownership of Tenax Therapeutics, Inc. Common Stock. They report beneficial ownership of 2,866,654 shares, representing 9.99% of the class, with shared voting and dispositive power and no sole voting or dispositive power. This percentage is calculated based on 26,525,159 shares outstanding as of May 8, 2026 and assumes the exercise of RTW-held warrants to purchase 2,170,084 shares, subject to a 9.99% beneficial ownership limitation. The RTW Funds, including RTW Master Fund Ltd., have the right to receive dividends and sale proceeds for these shares, while the filing states it should not be construed as an admission that any reporting person is the beneficial owner for all purposes.

Key Figures

Shares beneficially owned: 2,866,654 shares Ownership percentage: 9.99% Shares outstanding: 26,525,159 shares +3 more

6 metrics

Shares beneficially owned 2,866,654 shares Tenax Therapeutics common stock beneficially owned by the reporting persons

Ownership percentage 9.99% Percentage of Tenax common stock class beneficially owned by each reporting person

Shares outstanding 26,525,159 shares Tenax common shares outstanding as of May 8, 2026 used for calculation

Warrants held 2,170,084 shares Shares of Tenax common stock issuable upon exercise of warrants held by reporting persons

Beneficial ownership cap 9.99% Maximum ownership allowed under the Tenax warrants held by the reporting persons

Shared voting power 2,866,654 shares Shares over which the reporting persons have shared voting and dispositive power

Key Terms

beneficial owner, shared voting power, shared dispositive power, warrants, +2 more

6 terms

beneficial owner financial

"the beneficial owner of the Shares reported herein"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Shared Voting Power 2,866,654.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 2,866,654.00"

warrants financial

"assume the exercise of warrants held by the Reporting Persons"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

beneficial ownership limitation financial

"cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own"

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.

Investment Company Act of 1940 regulatory

"investment company registered under the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

FAQ

What percentage of Tenax Therapeutics (TENX) does RTW Investments report owning?

RTW Investments and Roderick Wong report beneficial ownership of 9.99% of Tenax Therapeutics’ common stock. This is based on 26,525,159 shares outstanding as of May 8, 2026 and includes shares issuable upon warrant exercise.

How many Tenax Therapeutics (TENX) shares are reported as beneficially owned by RTW Investments?

The reporting persons disclose beneficial ownership of 2,866,654 Tenax Therapeutics common shares. This amount assumes exercise of certain warrants for 2,170,084 shares, subject to a 9.99% beneficial ownership cap in the warrant terms.

What is the warrant ownership limitation disclosed for Tenax Therapeutics (TENX)?

The warrants held by the reporting persons cannot be exercised if such exercise would cause them to beneficially own more than 9.99% of Tenax’s outstanding common shares. The reported ownership already reflects this contractual limitation on exercise.

How many Tenax Therapeutics (TENX) shares are outstanding for this ownership calculation?

The ownership percentages are calculated using 26,525,159 Tenax common shares outstanding as of May 8, 2026. This share count comes from Tenax’s Quarterly Report on Form 10-Q filed on May 12, 2026.

Who has the right to receive dividends and sale proceeds on the Tenax Therapeutics (TENX) shares?

The filing states that the RTW Funds, including RTW Master Fund Ltd., have the right to receive or direct the receipt of dividends and sale proceeds from the Tenax shares reported as beneficially owned.

Does the filing admit that RTW Investments and Dr. Wong are definitive beneficial owners of Tenax (TENX) shares?

The statement explicitly notes it should not be construed as an admission that any reporting person is the beneficial owner of the reported shares for all purposes under Section 13 of the Exchange Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 08:13 AM Accepted by SEC EDGAR 08/14/2026 - 08:12 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Tenax Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

88032L605

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 88032L605

1

Names of Reporting Persons

RTW Investments, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,866,654.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,866,654.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,866,654.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 88032L605

1

Names of Reporting Persons

Roderick Wong

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,866,654.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,866,654.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,866,654.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tenax Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 101 Glen Lennox Drive, Suite 300, Chapel Hill, NC, 27517.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.0001 per share (the "Shares") of Tenax Therapeutics, Inc. (the "Company") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)	Citizenship: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP No.: 88032L605
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The amounts reported herein assume the exercise of warrants held by the Reporting Persons to purchase 2,170,084 Shares (the "Warrants"), the maximum amount that may be exercised given the current number of outstanding shares and the shares held by the Reporting Persons. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Shares. The percentages set forth in Row 11 of the cover pages are calculated based upon 26,525,159 Shares outstanding as of May 8, 2026, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 12, 2026, and assume the exercise of Warrants held by the Reporting Persons to purchase 2,170,084 Shares.
(b)	Percent of class: RTW Investments: 9.99% Dr. Wong: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: RTW Investments: 0 Dr. Wong: 0
	(ii) Shared power to vote or to direct the vote: RTW Investments: 2,866,654 Shares Dr. Wong: 2,866,654 Shares
	(iii) Sole power to dispose or to direct the disposition of: RTW Investments: 0 Dr. Wong: 0
	(iv) Shared power to dispose or to direct the disposition of: RTW Investments: 2,866,654 Shares Dr. Wong: 2,866,654 Shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein. RTW Master Fund Ltd., an RTW Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	08/14/2026

Roderick Wong

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	08/14/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on May 15, 2025).