Venrock group discloses 9.99% Tenax Therapeutics (TENX) stake via warrants

Rhea-AI Filing Summary

Tenax Therapeutics, Inc. received an updated Schedule 13G/A filing from Venrock-affiliated investment entities reporting their beneficial ownership in the company. The group, including Venrock Healthcare Capital Partners III, L.P. and related funds and individuals, reports beneficial ownership of 692,959 shares of common stock as of December 31, 2025.

This position represents 9.99% of Tenax’s common stock, based on 6,243,575 shares outstanding as of November 11, 2025 plus shares issuable upon warrant exercise. The holdings are primarily through pre-funded warrants and common warrants that are subject to a “Beneficial Ownership Blocker” preventing ownership above 9.99%.

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Accepted by SEC EDGAR 02/17/2026 - 06:20 PM Learn about SEC filing dates

FAQ

What ownership stake in Tenax Therapeutics (TENX) do the Venrock entities report?

The Venrock-affiliated reporting persons disclose beneficial ownership of 692,959 shares of Tenax Therapeutics common stock. This position represents 9.99% of the company’s common stock, based on shares outstanding plus shares issuable upon warrant exercise as described in the filing.

How is the 9.99% ownership of Tenax Therapeutics (TENX) calculated in this Schedule 13G/A?

The 9.99% stake is based on 6,243,575 Tenax common shares outstanding as of November 11, 2025, plus 692,959 shares issuable upon warrant exercise. Due to EDGAR field limits, the percentage on the cover pages is rounded down to 9.9%.

What types of securities do the Venrock entities hold in Tenax Therapeutics (TENX)?

The Venrock entities hold pre-funded warrants and common warrants for Tenax Therapeutics common stock. These Warrants are exercisable into multiple blocks of shares across several Venrock funds, subject to a Beneficial Ownership Blocker that caps post-exercise ownership at 9.99% of outstanding common stock.

Who are the reporting persons in this Tenax Therapeutics (TENX) Schedule 13G/A amendment?

Reporting persons include Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, and individuals Nimish Shah and Bong Y. Koh. They are treated as a group for this ownership report.

What is the Beneficial Ownership Blocker mentioned in the Tenax Therapeutics (TENX) filing?

The Beneficial Ownership Blocker is a warrant provision that prevents the Venrock entities and their affiliates from exercising warrants if it would cause them to own more than 9.99% of Tenax common stock. As a result, they are currently limited to 692,959 shares for beneficial ownership reporting.

Do the Venrock entities report intent to influence control of Tenax Therapeutics (TENX)?

The filing certifies the securities were not acquired and are not held for changing or influencing control of Tenax Therapeutics. It also states the holdings are not in connection with any transaction having that purpose, other than activities solely related to a nomination under the specified SEC rule.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Tenax Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

88032L605

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

Venrock Healthcare Capital Partners III, L.P.

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 692,959.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 692,959.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

692,959.00

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)

PN

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

VHCP Co-Investment Holdings III, LLC

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 692,959.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 692,959.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

692,959.00

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)

OO

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

Venrock Healthcare Capital Partners EG, L.P.

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 692,959.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 692,959.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

692,959.00

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)

PN

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

VHCP Management III, LLC

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 692,959.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 692,959.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

692,959.00

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)

OO

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

VHCP Management EG, LLC

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 692,959.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 692,959.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

692,959.00

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)

OO

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

Nimish Shah

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 692,959.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 692,959.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

692,959.00

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)

IN

SCHEDULE 13G

CUSIP No. 88032L605

1

Names of Reporting Persons

Bong Y. Koh

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 692,959.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 692,959.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

692,959.00

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)

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: The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)	Address or principal business office or, if none, residence: New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304
(c)	Citizenship: All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(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: Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) pre-funded warrants (the "Pre-Funded Warrants") exercisable for up to 497,187 shares of common stock and common warrants (the "Common Warrants" and together with the Pre-Funded Warrants, the "Warrants") exercisable for up to 261,677 shares of common stock held by VHCP III, (ii) Pre-Funded Warrants exercisable for up to 49,687 shares of common stock and Common Warrants exercisable for up to 26,151 shares of common stock held by VHCP Co-Investment III, and (iii) Pre-Funded Warrants exercisable for up to 2,578,120 shares of common stock and Common Warrants exercisable for up to 1,356,906 shares of common stock held by VHCP EG. The Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Warrants to the extent that, following exercise, VHCP III, VHCP Co-Investment III and VHCP EG, together with their affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding of the Issuer. VHCP III, VHCP Co-Investment III and VHCP EG are currently prohibited from exercising a portion of the Warrants to the extent that such exercise would result in beneficial ownership of more than 692,959 shares of common stock of the Issuer. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)	Percent of class: Due to the Beneficial Ownership Blocker in the Warrants, each Reporting Person's beneficial ownership percentage was 9.99% as of December 31, 2025. Such percentage is based upon the sum of (i) 6,243,575 shares of the Issuer's common stock outstanding as of November 11, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 12, 2025, and (ii) 692,959 shares of common stock issuable upon the exercise of the Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
	(ii) Shared power to vote or to direct the vote: Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
	(iii) Sole power to dispose or to direct the disposition of: Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
	(iv) Shared power to dispose or to direct the disposition of: Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
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.
	Not Applicable
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 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.

Venrock Healthcare Capital Partners III, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

VHCP Co-Investment Holdings III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

Venrock Healthcare Capital Partners EG, L.P.

Signature:	/s/ Sherman G. Souther
Name/Title:	By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	02/17/2026

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	02/17/2026

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	02/17/2026

Exhibit Information

Exhibit 24.1 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on August 19, 2024) Exhibit 24.2 Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on August 19, 2024) Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on May 15, 2025)